UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933

Release No. 10725 / November 4, 2019

ADMINISTRATIVE PROCEEDING

File No. 3-19597

In the Matter of

BETHANY LIOU AND 

GOLDEN CALIFORNIA 

REGIONAL CENTER, LLC 

Respondents.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 8A OF THE SECURITIES ACT 

OF 1933, MAKING FINDINGS, AND 

IMPOSING A CEASE-AND-DESIST 

ORDER 

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”), against Bethany Liou and Golden California Regional Center, LLC

(collectively, “Respondents”). 

II.

In anticipation of the institution of these proceedings, Respondents have submitted Offers

of Settlement (the “Offers”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over them and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondents consent 

to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the 

Securities Act of 1933, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set 

forth below. 
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III.

On the basis of this Order and Respondents’ Offers, the Commission finds1that: 

Summary

1. Respondents sold to investors at least $45,000,000 in limited partnership interests in

GCRC Cupertino Fund, LP (“Cupertino Fund”). Instead of deploying those funds to the developer 

in accordance with the Cupertino Fund offering documents, Respondents transferred the investor 

funds to accounts in Liou’s name and then pledged those funds as collateral for a line of credit, 

thereby violating Section 17(a)(2) of the Securities Act.

Respondents

2. Bethany Liou (“Liou”), 55, is a resident of San Mateo County, California. She is 

the sole owner and operator of Golden California Regional Center, LLC.

3. Golden California Regional Center, LLC (“Golden California”) is a California 

limited liability company located in Palo Alto, California. Golden California was authorized by 

the United States Citizenship and Immigration Services to serve as an approved regional center 

under the EB-5 Immigrant Investor Program. During the relevant time period, Golden California 

was the General Partner of GCRC Cupertino Fund, LP.

Background

4. The United States Congress created the Immigrant Investor Program, also known as

the “EB-5 Program,” in 1990 to stimulate the U.S. economy through job creation and capital 

investment by foreign investors. The EB-5 Program is administered by the United States 

Citizenship and Immigration Services (“USCIS”). The EB-5 Program offers EB-5 visas to foreign 

individuals who invest $1 million in a new commercial enterprise that creates or preserves at least 

10 full-time jobs for qualifying U.S. workers (or $500,000 in a new enterprise located in a rural 

area or an area of high unemployment). A certain number of EB-5 visas are set aside for foreign 

investors in designated regional centers. A regional center is defined as “any economic unit, public 

or private, which is involved with the promotion of economic growth, including increased export 

sales, improved regional productivity, job creation, and increased domestic capital investment.” 8 

C.F.R. § 204.6(e) (2015).

 

1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 
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Respondents Sold Partnership Interests in the Cupertino Fund 

5. Beginning in July 2016, Respondents offered EB-5 securities in the form of limited 

partnership interests in the Cupertino Fund. Each partnership unit cost $500,000, plus up to 

$55,000 for an administrative fee. Investors were instructed to pay their $500,000 investment by 

wiring funds to an account in the name of GCRC Cupertino Fund, LP (the “Cupertino Account”). 

Liou had sole and exclusive access to the Cupertino Account. Respondents raised funds from at 

least 90 investors pursuant to this offering. 

Respondents Made Improper

Transfers and Encumbrances of Investment Funds

6. According to the Cupertino Fund offering documents, the proceeds of the offering 

would be used to partially finance the acquisition, development, and operation of a mixed-use 

residential, commerical, and hotel development in Cupertino, California. Liou never transferred 

the investment funds to the developer of the Cupertino-based project. 

7. Beginning in December 2016, Liou transferred investor funds from the Cupertino 

Account to a bank account in her name, and later into a securities investment account also in her 

name. Liou then pledged that investment account as collateral for a line of credit for purposes 

other than the project identified in the Cupertino Fund offering documents. 

8. As a result of the conduct described above, Respondents violated Section 17(a)(2) 

of the Securities Act, which prohibits a person, in the offer or sale of any securities, from obtaining 

money or property by means of any untrue statement of a material fact or any omission to state a 

material fact necessary to make the statements made, in light of the circumstances under which 

they were made, not misleading.

9. The Commission considered Liou’s meaningful cooperation in determining to 

accept the Offer. 

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Golden California’s and Respondent Liou’s Offers.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 8A of the Securities Act, Respondents shall cease and desist 

from committing or causing any violations and any future violations of Section 17(a)(2) of the 

Securities Act.

B. Respondents shall pay, jointly and severally, disgorgement of $49,306,893 and 

prejudgment interest of $988,339 to the Securities and Exchange Commission. The staff of the 

Commission will seek to distribute the money to the Cupertino Fund investors. Payment shall be 
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made in the following installments: (1) $48,244,816.15 within ten (10) days of the entry of this 

Order, (2) $1,000,000 within one hundred eighty (180) days of the entry of this Order, (3) 

$1,000,000 within two hundred seventy (270) days of the entry of this Order, and (4) the remainder 

within three hundred sixty (360) days of the entry of this Order. Payments shall be applied first to 

post order interest, which accrues pursuant to SEC Rule of Practice 600. Prior to making the final 

payment set forth herein, Respondents shall contact the staff of the Commission for the amount 

due. If Respondents fail to make any payment by the date agreed and/or in the amount agreed 

according to the schedule set forth above, all outstanding payments under this Order, including 

post-order interest, minus any payments made, shall become due and payable immediately at the 

discretion of the staff of the Commission without further application to the Commission. 

Payment must be made in one of the following ways: 

(1) Respondents may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request;

(2) Respondents may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondents may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Golden California and Liou as Respondents in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Melissa R. 

Hodgman, Associate Director, Division of Enforcement, Securities and Exchange Commission, 

100 F St., NE, Washington, DC 20549-5553. 

Respondents acknowledge that the Commission is not imposing a civil penalty based upon 

their cooperation in a Commission investigation and related enforcement action. If at any time 

following the entry of the Order, the Division of Enforcement (“Division”) obtains information 

indicating that Respondents knowingly provided materially false or misleading information or 

materials to the Commission, or in a related proceeding, the Division may, at its sole discretion and 

with prior notice to the Respondents, petition the Commission to reopen this matter and seek an 

order directing that the Respondents pay a civil money penalty. Respondents may contest by way 

of defense in any resulting administrative proceeding whether they knowingly provided materially 
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false or misleading information, but may not: (1) contest the findings in the Order; or (2) assert 

any defense to liability or remedy, including, but not limited to, any statute of limitations defense.

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

Respondents, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondents under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondents of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary