SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

SECURITIES EXCHANGE ACT OF 1934

Release No. 99767 / March 19, 2024

Admin. Proc. File No. 3-21611

In the Matter of

WINTHROP CALIFORNIA INVESTORS LTD

PARTNERSHIP

OPINION OF THE COMMISSION

SECTION 12(j) PROCEEDING

Grounds for Remedial Action

Failure to Comply with Periodic Filing Requirements

Company failed to file periodic reports in violation of Section 13(a) of the Securities

Exchange Act of 1934 and Exchange Act Rules 13a-1 and 13a-13. Held, it is in the

public interest to revoke the registration of the company’s securities.

APPEARANCES:

Gina Joyce and Samantha Williams for the Division of Enforcement
2

Respondent Winthrop California Investors Ltd Partnership (CIK No. 776105)

(“Respondent”), an issuer with a class of securities registered with the Commission, failed to file

an answer in response to an order instituting proceedings (“OIP”) alleging that it did not file

required periodic reports.1 Respondent again failed to respond to an order to show cause why it

should not be found in default.2 We now find Respondent to be in default, deem the allegations

of the OIP to be true, and revoke the registrations of its securities.

I. Background

A. The Commission issued an order instituting proceedings against Respondent

alleging that it violated the Securities Exchange Act of 1934 and the rules

thereunder by failing to file required periodic reports.

On September 6, 2023, the Commission issued the OIP against Respondent pursuant to

Section 12(j) of the Securities Exchange Act of 1934. Section 12(j) authorizes the Commission

as it deems necessary or appropriate for the protection of investors to suspend for a period not

exceeding 12 months, or to revoke, the registration of a security if the Commission finds, on the

record after notice and opportunity for hearing, that the issuer of such security has failed to

comply with any provision of the Exchange Act or the rules and regulations thereunder.3

As explained in the OIP, Exchange Act Section 13(a) and the rules promulgated

thereunder require issuers of securities registered pursuant to Exchange Act Section 12 to file

with the Commission current and accurate information in periodic reports.4 The periodic reports

must be filed even if the registration is voluntary under Section 12(g).5 Specifically, Rule 13a-1

requires issuers to file annual reports, and Rule 13a-13 generally requires domestic issuers to file

quarterly reports.6 These requirements are imposed “for the proper protection of investors and to

insure fair dealing” in an issuer’s securities.7 A violation of these provisions does not require

scienter.8 

1 Winthrop Cal. Invs. Ltd P’ship, Exchange Act Release No. 98298, 2023 WL 5770205 

(Sept. 6, 2023).

2 Winthrop Cal. Invs. Ltd P’ship, Exchange Act Release No. 99003 (Nov. 21 2023), 

https://www.sec.gov/files/litigation/opinions/2023/34-99003.pdf.

3

15 U.S.C. § 78l(j).

4

See 15 U.S.C. §§ 78m(a), 78l.

5

See 15 U.S.C. §§ 78m(a), 78l(g).

6

17 C.F.R. §§ 240.13a-1, .13a-13.

7

15 U.S.C. § 78m(a).

8 Advanced Life Scis. Holdings, Inc., Exchange Act Release No. 81253, 2017 WL

3214455, at *2 (July 28, 2017) (citing Citizens Cap. Corp., Exchange Act Release No. 67313,

2012 WL 2499350, at *5 (June 29, 2012)); accord SEC v. McNulty, 137 F.3d 732, 740–41 (2d

Cir. 1998).
3

The OIP alleges that Respondent is delinquent in its periodic filings with the Commission

because it has repeatedly failed to meet its obligations to file timely periodic reports. The OIP

further alleges that Respondent also failed to heed a delinquency letter sent to it by the Division

of Corporation Finance requesting compliance with its periodic filing obligations or, by failing to

maintain a valid address on file with the Commission, did not receive such letter.

Specifically, the OIP alleges that Respondent is a voluntarily cancelled Delaware limited

partnership located in Boston, Massachusetts, with a class of securities registered with the

Commission pursuant to Exchange Act Section 12(g). The OIP further alleges that Respondent

is delinquent in its periodic filings with the Commission, having not filed any periodic reports

since it filed a Form 10QSB for the period ended June 30, 2004. The OIP alleges that, as of

August 23, 2023, the units of limited partnership interest of Respondent were not publicly quoted

or traded.

The OIP directed Respondent to file an answer to the allegations contained therein within

ten days after service, as provided by Rule 220(b) of the Commission’s Rules of Practice.9 The

OIP informed Respondent that if it failed to answer, it may be deemed in default, the proceedings

may be determined against it upon consideration of the OIP, and the allegations in the OIP may

be deemed to be true as provided in the Rules of Practice.10

B. Respondent failed to answer the OIP or respond to a show cause order.

Respondent was properly served with the OIP but did not answer it. On November 21,

2023, more than ten days after service on Respondent, it was ordered to show cause by

December 5, 2023, why the registration of its securities should not be revoked by default due to

its failure to file an answer or otherwise to defend this proceeding.11 Respondent was warned

that if it “fail[ed] to respond to th[e] order to show cause, it may be deemed in default, the

proceeding may be determined against it, and the registration of its securities may be revoked.” 

Respondent did not subsequently answer the OIP or respond to the show cause order.

II. Analysis

A. We hold Respondent in default, deem the OIP’s allegations to be true, and find that

Respondent violated the Exchange Act by failing to file required periodic reports.

Rule of Practice 220(f) provides that if a respondent fails to file an answer required by the

OIP within the time provided, such respondent may be deemed in default pursuant to Rule

155(a).12 Rule 155(a) permits the Commission to deem such a respondent in default and

“determine the proceeding against [it] upon consideration of the record, including the order

9

17 C.F.R. § 201.220(b).

10 See Rule of Practice 155(a), 17 C.F.R. § 201.155(a).

11 Winthrop, https://www.sec.gov/files/litigation/opinions/2023/34-99003.pdf.

12 17 C.F.R. § 201.220(f).
4

instituting proceedings, the allegations of which may be deemed to be true.”13 Because

Respondent has failed to answer and has not responded to the order to show cause, we find it

appropriate to deem Respondent in default and to deem the allegations of the OIP to be true.

The OIP alleges that Respondent had a class of securities registered with the Commission

under Exchange Act Section 12(g), and that it has failed to file required annual and quarterly

reports. The allegations of the OIP, deemed true, establish that Respondent violated Exchange

Act Section 13(a) and the rules thereunder.14

B. We deem it necessary and appropriate to revoke the registration of all classes of

Respondent’s registered securities.

Section 12(j) authorizes us as we deem “necessary or appropriate for the protection of

investors” to suspend for 12 months or less or revoke the registration of an issuer’s securities if

the issuer has failed to make required filings.15 We apply a multifactor test to determine an

appropriate sanction:

[W]e will consider, among other things, the seriousness of the issuer’s violations,

the isolated or recurrent nature of the violations, the degree of culpability involved,

the extent of the issuer’s efforts to remedy its past violations and ensure future

compliance, and the credibility of its assurances, if any, against further violations.16

Although these factors are nonexclusive, and no single factor is dispositive,17 “[w]e have

held that a respondent’s repeated failure to file its periodic reports on time is ‘so serious’ a

violation of the Exchange Act that only a ‘strongly compelling showing’ regarding the other

Gateway factors would justify a sanction less than revocation.”18 

Respondent’s violations were recurrent in that it has failed to file required annual and

quarterly reports over multiple years.

19

 These violations are serious because “reporting

13 17 C.F.R. § 201.155(a) (specifically authorizing such action where a respondent fails

“[t]o answer . . . or otherwise to defend the proceeding”).

14 See supra notes 4–8 and accompanying text.

15 15 U.S.C. § 78l(j); see also 15 U.S.C. § 78m(a); 17 C.F.R. §§ 240.13a-1, .13a-13.

16 Gateway Int’l Holdings, Inc., Exchange Act Release No. 53907, 2006 WL 1506286, at *4

(May 31, 2006).

17 China-Biotics, Inc., Exchange Act Release No. 70800, 2013 WL 5883342, at *12

(Nov. 4, 2013).

18 Calais Res. Inc., Exchange Act Release No. 67312, 2012 WL 2499349, at *4 (June 29, 

2012) (quoting Nature’s Sunshine Prods., Inc., Exchange Act Release No. 59268, 2009 WL

137145, at *7 (Jan. 21, 2009)); accord Am. Stellar Energy, Inc. (n/k/a Tara Gold), Exchange Act 

Release No. 64897, 2011 WL 2783483, at *4 (July 18, 2011); Cobalis Corp., Exchange Act 

Release No. 64813, 2011 WL 2644158, at *5 (July 6, 2011).

19 See, e.g., Accredited Bus. Consolidators Corp., Exchange Act Release No. 75840, 2015

WL 5172970, at *2 (Sept. 4, 2015) (failure to file “any periodic reports for over two years” was
5

requirements are ‘the primary tool[s] which Congress has fashioned for the protection of

investors from negligent, careless, and deliberate misrepresentations in the sale of stock and

securities.’”

20

 An issuer’s failure to file periodic reports violates “a central provision of the

Exchange Act . . . , depriv[ing] both existing and prospective holders of its registered stock of the

ability to make informed investment decisions based on current and reliable information.”21 That

Respondent repeatedly ignored its reporting obligations evinces “a ‘high degree of

culpability.’”22 And because Respondent failed to answer the OIP or respond to the show cause

order, it has submitted no evidence of any efforts to remedy its past violations and ensure future

compliance. Nor has it made any assurances against further violations. 

Accordingly, each of the factors we analyze favors revocation. Respondent has failed to

make a strongly compelling showing to justify another sanction. We find it necessary and

appropriate for the protection of investors to revoke the registration of all classes of

Respondent’s registered securities.

An appropriate order will issue.

By the Commission (Chair GENSLER and Commissioners PEIRCE, CRENSHAW,

UYEDA and LIZÁRRAGA).

Vanessa A. Countryman

Secretary

recurrent); China-Biotics, 2013 WL 5883342, at *10 (failure to “file a single periodic report for

more than a year and a half” was recurrent); Nature’s Sunshine Prods., 2009 WL 137145, at *5

(failure to file “required filings over the course of the two-year period in the OIP” was recurrent). 

We take official notice of Respondent’s EDGAR filings, which demonstrate that its delinquency

has continued since the issuance of the OIP. See Rule of Practice 323, 17 C.F.R. § 201.323

(“Official notice may be taken of . . . any matter in the public official records of the

Commission . . . .”); Nature’s Sunshine Prods., 2009 WL 137145, at *5 & n.23, *6 n.27 (finding

that we may consider “matters that fall outside the OIP[] in assessing appropriate sanctions,”

such as an issuer’s failure to file additional required reports with the Commission).

20 Am.’s Sports Voice, Inc., Exchange Act Release No. 55511, 2007 WL 858747, at *4 n.17

(Mar. 22, 2007) (alteration in original) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18

(1st Cir. 1977)); see also supra note 18 and accompanying text (recurrent failure to file periodic

reports is “so serious” as to require a “strongly compelling showing” regarding other factors to

justify a sanction less than revocation).

21 Accredited Bus. Consolidators, 2015 WL 5172970, at *2; see also United States v. Arthur

Young & Co., 465 U.S. 805, 810 (1984) (observing that “[c]orporate financial statements are one

of the primary sources of information available to guide the decisions of the investing public”).

22 See, e.g., Citizens Cap., 2012 WL 2499350, at *5 (quoting Am.’s Sports Voice, 2007 WL

858747, at *3).
UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99767 / March 19, 2024

Admin. Proc. File No. 3-21611

In the Matter of

WINTHROP CALIFORNIA INVESTORS LTD 

PARTNERSHIP

ORDER IMPOSING REMEDIAL SANCTIONS

On the basis of the Commission’s opinion issued this day, it is

ORDERED that the registration of all classes of the registered securities of Winthrop

California Investors Ltd Partnership (CIK No. 776105) under Section 12(g) of the Securities

Exchange Act of 1934 is hereby revoked pursuant to Exchange Act Section 12(j).

The revocation is effective as of March 20, 2024.

By the Commission.

Vanessa A. Countryman

Secretary