--- title: "DiversyFund Review 2026: What Happened to the $10 Share" url: https://altstreet.investments/platforms/reviews/diversyfund kind: platform-review updated: 2026-09-30 description: "DiversyFund review 2026: four retail REITs raised $83.4M from about 30,000 investors and none has returned original principal. Distributions stopped in 2021, book value is about $5.21 on a $10 share, one fund's Regulation A exemption was permanently suspended, and the platform now sells only to accredited investors." publisher: AltStreet (https://altstreet.investments) license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted. --- # DiversyFund Review 2026: What Happened to the $10 Share DiversyFund sold $83.4 million of $10 shares in four multifamily REITs to roughly 30,000 non-accredited investors between 2016 and 2024. All four are now closed to new investment, none has returned original principal through redemption or liquidation, the largest has declared $7.8 million of distributions in seven years and nothing since 2022, and the platform today sells only private products to accredited investors at minimums it states as $100,000, issued or managed by a sponsor whose revenue fell from $11.6 million to $94,760 and whose own balance sheet shows shareholders' equity of negative $6,802,512. AltStreet score: 16.7 (F), scored September 21, 2026. Method: https://altstreet.investments/platforms | Field | Value | | --- | --- | | Platform | DiversyFund | | What it is | Real estate sponsor. Formerly Regulation A and Regulation CF retail REITs; now Regulation D 506(c) offerings to accredited investors only. | | Asset class | Value-Add Multifamily Real Estate (Equity and Notes) | | Website | diversyfund.com | | Review first published | September 21, 2026 | | Last updated | September 30, 2026 | | AltStreet relationship | None: no affiliate, sponsorship or partnership | ## The short version This is a review of an outcome, not a pitch. Four retail vehicles raised $83,444,368 from roughly 30,000 non-accredited investors on a $10 share. Every one of them is now closed to new money. None has returned original principal through redemption or liquidation: there is no redemption plan in any of them, no vehicle has completed a liquidation, and the $7,832,152 of distributions on the record is income declared along the way, not capital given back. The largest, DF Growth REIT, raised $65,113,948 from 25,527 investors, paid a monthly distribution for 28 months, stopped in September 2021, made one further declaration in 2022 that is still $1,100,471 unpaid four years later, and has declared nothing in 2023, 2024 or 2025. Its term was extended twice and it is now winding up with $87,920 of cash against $47.5 million of notes payable, having taken out a $2.5 million bridge loan at 12% in February 2026. Its book value works out at about $5.21 against the $10 investors paid. The second vehicle had its Regulation A exemption permanently suspended by the SEC in a settled order with no fine and no fraud finding; the third stopped filing anything in April 2025; the fourth sold shares for ten weeks under an offering statement that was no longer available and had to offer rescission. Meanwhile the sponsor's own revenue fell from $11,638,312 in 2022 to $94,760 in 2025 and its headcount from 14 to 5. Its September 2026 private placement memorandum, obtained and read for this review, puts total liabilities at $7,557,409 against $754,897 of assets, so shareholders' equity is negative $6,802,512, and it is selling secured notes whose collateral is a share of the potential proceeds of a legal malpractice claim the company and its founders brought against their own former securities lawyers. Those notes rank second, behind $700,000 of 2023 first-priority notes, of which $500,000 of principal is owed to the chief executive and a relative, and several of which the memorandum says are in default for non-payment of interest. The memorandum does not say whether the insider-held notes are among the ones in default. What the website says about all of this does not match what the filings or the memoranda say. - **$83,444,368** Raised from non-accredited investors across four retail vehicles: DF Growth REIT $65,113,948, DF Growth REIT II $11,346,778, Value Add Growth REIT III $4,872,123 and Value Add Growth REIT IV $2,111,519, each read from that vehicle's own latest annual report. A further $15,037,872 came from 190 investors in seven Regulation D LLCs between 2016 and 2018. All four retail vehicles are closed to new investment. - **$7,832,152** Everything DF Growth REIT has ever declared in distributions, against $65,113,948 raised. That is 12.0% of capital over seven years, and much of it was reinvested rather than paid in cash. The monthly distribution, a 5.00% annualized rate, ran from June 2019 to September 2021 and stopped. The only declaration since, $4,982,436 in 2022, was funded by $12,473,630 of realized investment income in the company's single profitable year, and $1,100,471 of it was still sitting as an unpaid liability at December 31, 2025. - **$5.21** Approximate book value behind each $10 Class A share of DF Growth REIT at December 31, 2025: total equity of $39,439,383 less $5,501,361 of non-controlling interests, across 6,511,395 shares. No market sets this and no independent appraiser signs it. DF Growth REIT II works out at about $4.12 a share and Value Add Growth REIT IV at about $7.37. Value Add Growth REIT III still carries its shares at the $10 they were sold for, because, in its own words, 'there has been no valuation event since the Offering closed'. - **0** Redemption plans in any of the four vehicles. Not a rationed one, not a discounted one, none. There is no secondary market and the filings describe no transfer venue. An investor who wants out has no mechanism at any price, which is the single sharpest difference between DiversyFund and the Regulation A REITs it was sold against. - **$6,537,745** Sponsor fees taken out of DF Growth REIT in 2021 alone, on four acquisitions, equal to 10.0% of everything that vehicle ever raised. They are charged at the asset level, where they are capitalized into the cost of the building and amortized, rather than appearing as a fund expense. The annual report that first disclosed them listed the categories of fee the sponsor could charge without stating a single percentage; a restatement filed a year later added the numbers. - **481 days** How long a DF Growth REIT shareholder went without a current financial statement. The half-year report for the first half of 2022 arrived on September 28, 2022; the next periodic report, the FY2022 annual, arrived on January 22, 2024, 267 days past its deadline. The half-year report for 2023 was 342 days late and the FY2023 annual 164 days late. Both Reg A vehicles have since caught up: FY2025 was one day late at DF Growth REIT and on time at REIT II. - **$11.6M to $94,760** The sponsor's own revenue, from 2022 to 2025, with headcount falling from 14 to 5, cash at $272,677 and a FY2025 net loss of $2,623,721 on its own books. DiversyFund, Inc. is the issuer of the $1,000,000 secured notes program, which reported itself fully sold in September 2026, and of the separate DF Income notes the site still markets. It terminated its own Regulation CF reporting on May 8, 2026. Its memorandum gives six years of results: losses of $18,799,858 (2020), $5,902,296 (2021), $367,571 (2022), $5,953,274 (2023), $3,265,847 (2024) and $2,623,721 (2025), about $36.9 million cumulatively. Three of those differ slightly from the figures on the corresponding Form C-AR covers, by $360,000 for 2023, $2,000 for 2024 and $13,524 for 2025, where the filed number is $2,637,245. The memoranda are unaudited and printed from the company's accounting system in September 2026, the covers were filed each spring, and no filing explains the difference. This review cites the filed figure when citing EDGAR and the memorandum figure when citing the memorandum, and says which. - **$8,542,138** Raised from 15 accredited investors by DF Independent Partners LLC, a single-asset entity run by the same two founders from the same address, on a Form D/A of May 2, 2024. It is the largest accredited raise on record for any DiversyFund affiliate, it closed while REIT I's annual report was 267 days late, and the asset behind it, The Independent near Monterey, is one the retail REITs already owned slices of. Two further affiliate Form D filers sit at the same address: DF Distressed Opportunities Fund, LLC, which reports $175,000 sold against a $250,000,000 offering, and DF Village Creek Partners, LLC, which reported no sales at all. - **negative $6,802,512** Shareholders' equity of DiversyFund, Inc. at December 31, 2025, from the balance sheet attached to its September 2026 private placement memorandum: total assets $754,897 against total liabilities $7,557,409. No SEC filing states this. The liabilities include two tranches of secured notes ($963,000 and $508,343), $1,613,238 of unsecured corporate debt, a $1,449,163 REIT loan, and $1,402,358 owed to DiversyFund Income Fund, LLC, a vehicle the memorandum describes as issuing promissory notes to investors and being in its wind-down phase. Data note: Every figure above is taken from an SEC filing or from one of the two private placement memoranda identified in the evidence section, and is sourced again in the section it belongs to. Where a figure exists only in a memorandum, such as the sponsor's negative shareholders' equity, this review says so. Share-level book values are AltStreet's arithmetic on the issuers' reported equity and share counts, not figures the issuers publish; the vehicles do not calculate or publish a net asset value per share. ## Key figures | Figure | What it is | Context | | --- | --- | --- | | $83.4M | Raised from non-accredited investors | Four retail vehicles, all now closed | | $0 | Original principal returned | No redemption plan and no completed liquidation in ten years | | 12.0% | Distributions declared vs capital raised | DF Growth REIT, 2019 to 2022, then nothing | | 1 of 4 | Vehicles suspended by SEC order | Settled, no fine, no fraud finding | | -$6.8M | Sponsor shareholders' equity | From its own PPM balance sheet, not in any SEC filing | ## Verdict There is nothing here for a new non-accredited investor, and the three current accredited products are different instruments that share one exposure: each ultimately depends on the same financially stressed sponsor. The Distressed Income Fund is preferred equity in a vehicle that lends into SPV borrowers the sponsor owns; the completed $1,000,000 secured notes are a direct claim on the sponsor, secured only by a share of litigation proceeds; the marketed DF Income notes are a separate program whose memorandum AltStreet could not obtain. For the roughly 30,000 people already holding shares, the answer is that the outcome now depends entirely on what ten apartment buildings sell for during a wind-up. **Best for** - Existing shareholders who need to understand what they hold and what to watch - Researchers studying how Regulation A retail REITs actually end **Look elsewhere if** - You need liquidity, a published valuation, or income - You are considering the DF Income notes without having read the obligor's own financial statements - You cannot obtain the Distressed Income Fund's private placement memorandum before committing **Strengths** - Real assets. Ten apartment buildings, $91.4 million of them at the last balance sheet date, not a paper structure. - The Regulation A annual reports are detailed and, when they arrive, candid: the Cobble Hill loss, the 12% bridge loan, the unpaid dividend and the litigation are all disclosed in the issuer's own words. - A monthly distribution was genuinely paid for 28 consecutive months, and the 2% asset management fee has been waived since inception. - The enforcement outcome is narrow and finished: no fraud finding, no fine, the investigation closed as to everyone, and the shareholder suit dismissed with prejudice in March 2026. - Both remaining Regulation A vehicles filed their FY2025 annual reports essentially on time, after two bad years. **Limitations** - No redemption plan has ever existed in any of the four vehicles, and there is no secondary market. - $7,832,152 declared against $65,113,948 raised over seven years, nothing since 2022, and $1,100,471 of that still unpaid. - Book value of about $5.21 against a $10 share price at the largest fund, and about $4.12 at the second. - A Regulation A exemption permanently suspended at one fund and a separate Regulation A lapse and rescission at another two years later. - Annual and half-year reports up to 342 days late in 2023 and 2024, and a 481-day gap with no current financial statement. - The sponsor that manages, values and administers everything has revenue of $94,760 and says it could not survive as a going concern without new capital. - The website contradicts the filings on the date the platform began using Regulation A, on whether offerings are active, and on the size and minimum of both current products. ## Who it fits | Investor | Fit | Why | | --- | --- | --- | | Existing DiversyFund shareholder trying to understand what they own | neutral | | | Non-accredited investor looking for fractional real estate today | poor-fit | | | Accredited investor considering either note offering | poor-fit | | | Accredited investor considering the Distressed Income Fund | poor-fit | | | Investor who prioritizes liquidity or access to their money | poor-fit | | | Researcher or journalist studying Regulation A retail outcomes | well-suited | | ## Questions **Is DiversyFund still in business?** Yes, but not in the business most people know it for. DiversyFund, Inc. still exists and still manages the four retail vehicles, and diversyfund.com is live. What has stopped is the retail offering: all four vehicles that sold $10 shares to non-accredited investors are closed, and the only products on sale are Regulation D offerings to accredited investors at $100,000 minimums. The sponsor reported revenue of $94,760 and five employees for 2025, down from $11,638,312 and fourteen in 2022, and it terminated its own Regulation CF reporting on May 8, 2026. Its September 2026 private placement memorandum shows total assets of $754,897 against total liabilities of $7,557,409, so shareholders' equity is negative $6,802,512, and cumulative losses of about $36.9 million since 2020. **Can I get my money out of DiversyFund?** No, other than by waiting for the underlying buildings to be sold. None of the four vehicles has ever had a redemption plan, at any price or with any lockup, and no filing describes a secondary market or transfer venue. DF Growth REIT is now in a winding up period that it describes as 12 to 24 months or more, during which it intends to sell its ten remaining positions. What you receive will depend on those sale prices, after the $47.5 million of debt, the 1% disposition fees and any promote. **What is a DiversyFund share worth now?** No vehicle publishes a net asset value, so there is no official answer. On AltStreet's arithmetic from the issuers' own reported equity and share counts at December 31, 2025: DF Growth REIT works out at about $5.21 per $10 share (equity of $39,439,383 less $5,501,361 of non-controlling interests, over 6,511,395 shares), DF Growth REIT II at about $4.12, and Value Add Growth REIT IV at about $7.37 (equity of $1,508,184 over the 204,627 shares left after $65,250 was rescinded). Value Add Growth REIT III still carries its shares at the $10 they were sold for, because it has never recorded a valuation event. None of these figures is an appraisal or a price at which anyone will buy your shares. **Did DiversyFund get in trouble with the SEC?** Yes, and the specifics matter. In SEC Administrative Proceeding File No. 3-20801 the Commission temporarily suspended DF Growth REIT II's Regulation A exemption on March 16, 2022 and permanently suspended it by settled order on June 9, 2023. The findings were that REIT II failed to begin its offering within two days of qualification, raised its maximum from $50 million to $75 million by supplement rather than a qualified amendment, and made inaccurate statements about fees, including a website that still said there were 'no management fees' after a 2% fee had been added. No fine or penalty was imposed, there is no finding of fraud or intentional wrongdoing, and on August 9, 2023 the staff closed its investigation without recommending action against DiversyFund, either REIT, the manager, Craig Cecilio or Alan Lewis. Separately, Value Add Growth REIT IV missed a post-qualification amendment in 2024, sold shares for ten weeks under an offering statement that was no longer available, and offered rescission. **What happened to the DiversyFund lawsuit?** It is over. Three shareholders sued DF Growth REIT, DF Growth REIT II, DiversyFund, Inc. and both founders in December 2022, seeking class certification on claims that largely tracked the SEC's. The suit was dismissed in April 2024 for failure to state a claim, amended twice more, and on June 8, 2025 the court allowed certain claims to proceed. On March 20, 2026 the parties filed a stipulation of dismissal and the court dismissed the action in its entirety, with prejudice, each side bearing its own costs. No class was ever certified. Secondary sources that describe the case as still in discovery are out of date. **Has DiversyFund ever paid distributions?** Yes, and then it stopped. DF Growth REIT paid a monthly distribution at a 5.00% annualized rate for 28 consecutive months, from the June 2019 period through the September 2021 period, totaling $2,849,716. It then declared $4,982,436 in 2022, funded by the only profitable year in its history, and $1,100,471 of that declaration was still unpaid at December 31, 2025. It has declared nothing in 2023, 2024 or 2025. Total declared across the fund's life is $7,832,152 against $65,113,948 raised, or 12.0% of capital over seven years, and the distribution table's own heading shows a portion was reinvested rather than paid in cash. No distribution is disclosed for any of the other three vehicles. **What fees does DiversyFund charge?** More than the fund's income statement shows, because the largest ones are charged at the property. The sponsor takes an acquisition or developer fee of 6% to 8% of total project cost, which is capitalized into the building rather than expensed by the fund: $6,537,745 in 2021 across four acquisitions, equal to 10.0% of everything DF Growth REIT ever raised. On top of that: 1% of loan value for financing, 0% to 0.5% for a guaranty, 1% of sale price on disposition, 0% to 7.5% of construction costs, up to 10% of capital raised for organization and offering expenses, 2% of collected rents at the project level, and a promote of 35% of profits after a 7% preferred return rising to 50% after 12%. One clause lets the manager keep the difference when it hires third parties below 'market rates' that the manager itself determines. The genuine offset is that the 2% fund-level asset management fee has been waived since inception. **Is DiversyFund a scam?** No, and the evidence is specific rather than reassuring. DiversyFund bought real apartment buildings and still holds ten of them; it filed audited annual reports with a real audit firm; it paid a distribution for 28 months; the SEC investigated and closed its investigation without recommending action against anyone, having made no finding of fraud and imposed no fine; and the shareholder suit was dismissed with prejudice with no class certified. What the record shows is a sponsor that raised $83.4 million from retail investors, charged large fees at the property level, stopped distributions in 2021, filed its reports up to 342 days late for two years, had one fund's exemption suspended and another's offering lapse, and has returned no capital in ten years. That is a poor outcome and a poor compliance record. It is not the same thing as fraud, and this review does not claim it is. **What is the DiversyFund Distressed Income Fund, and what does it charge?** It is the accredited-only product the website leads with: units at $1,000, up to $35,000,000 across three classes, with minimums of $1,000,000, $250,000 and $100,000 and Target Rates of 18%, 15% and 12% a year, non-compounded. AltStreet obtained and read the memorandum, and the fee answer is genuinely favorable: 'The Company pays the Manager no management fee, acquisition fee, origination fee, financing fee, disposition fee, property management fee, construction management fee, guaranty fee, or carried interest of any kind.' The economics sit one layer down instead. The fund makes preferred equity investments into special purpose vehicles 'wholly owned or controlled by the Manager or an Affiliate', and the manager 'is the owner of each SPV Borrower and retains any residual profit the SPV Borrower realizes after repaying the Company in full'. So you are capped at your target rate and the sponsor keeps whatever the property earns above it. Three further terms matter: a shortfall against your target rate is tracked without interest as 'Unpaid Preferred Return' with a cure the manager targets within about 12 months but is not required to deliver; 'no audit will be conducted' of the fund's financial statements, ever, because the manager does not believe the expense is justified; and the memorandum 'does not contain any financial statements of the Manager', which is a company whose own balance sheet shows negative equity of $6,802,512. No Form D for Distressed Income Fund, LLC appears on EDGAR. **What secures the DiversyFund secured notes, and is that the same thing as DF Income?** They are two different offerings, and the answer to the first question is: a lawsuit. DiversyFund currently markets a DF Income product at a $20,000,000 target and a $100,000 minimum with 12% and 15% rate classes; AltStreet could not obtain a memorandum for it and found no Form D matching those terms. Separately there is a $1,000,000 secured notes program with a $25,000 minimum at a flat 12%, which does have a memorandum and does match Form D 021-554286, and which reports itself fully sold to 20 investors as of September 15, 2026. What follows is about the secured notes. AltStreet obtained and read the September 2026 private placement memorandum. The collateral is a pro rata share of the potential proceeds of a legal malpractice claim that DF Growth REIT, DF Growth REIT II, DiversyFund, Inc., Craig Cecilio and Alan Lewis brought against Flaster Greenberg P.C., Lex Nova Law and Mark Roderick in the Superior Court of New Jersey, case MER-L-000290-23. Those are the securities lawyers who handled DiversyFund's Regulation A work. There is no real estate securing the notes, and the proceeds are not used to buy any: the use-of-proceeds table puts 99.5% into general corporate purposes and working capital. The notes rank second. $700,000 of notes issued in 2023 have the first claim on the first $1,000,000 of any proceeds, and the memorandum discloses that $300,000 of those is owed to chief executive Craig Cecilio and $200,000 to a relative, Laurian Cecilio, and that 'Several of these First-Priority Notes are currently in default for non-payment of interest by the Company due to cash constraints and are past their two year maturity dates.' The law firm running the claim takes 33.3% on contingency. If the claim produces nothing, the memorandum says the company 'will be responsible for repaying the Notes using other means', and its balance sheet at December 31, 2025 shows $754,897 of assets against $7,557,409 of liabilities. **What happened to Value Add Growth REIT III?** It went dark. The vehicle raised $4,872,123 through PicMii Crowdfunding under Regulation CF and closed in December 2022, investing $4,345,059 in three minority stakes in buildings its sister funds also own. On April 25, 2025 it filed its final annual report and a Form C-TR on the same day, ending its SEC reporting. That final report was unaudited, certified only by the chief executive, and contradicts itself in at least four places: the cover reports zero revenue and zero net income against $35,660 and $28,960 in the attached statements; the management discussion lists three investments while the accounting note lists two; the FY2023 net loss is $(6,070) in one statement and $(5,800) in another; and the cash flow statement does not reconcile. Its investors hold shares last marked at the $10 they paid and will receive no further SEC filings; a Form C-TR ends the reporting obligation but does not prevent the company from reporting to them voluntarily. **Who runs DiversyFund?** Craig Cecilio is Chief Executive Officer and Alan Lewis is Chief Investment Officer of both DiversyFund, Inc. and DF Manager, LLC, the manager of all four vehicles. Together they own a majority of the sponsor, described as more than 80% in the REIT II offering circular. The company is at 750 B Street, Suite 1930, San Diego. In 2017 the California Bureau of Real Estate brought a complaint against Cecilio and CCFG arising from an audit of records for 2014 and 2015; under a stipulation he reimbursed $9,245.70 of costs, CCFG's license was surrendered, and a personal suspension was stayed on payment of a $3,000 fine for failure to supervise. ## Update history **September 30, 2026: DF Growth REIT II extends its dissolution date a second time, to December 31, 2027, with last year's letter; H1 2026 report shows $177 of cash** A Form 1-U filed September 30, 2026 (accession 0001213900-26-104852) extends Fund II's dissolution date to December 31, 2027 under Section 9.2 of the LLC Agreement, one year after a Form 1-U filed September 30, 2025 (accession 0001213900-25-093655) extended it to December 31, 2026. AltStreet compared the two investor letters sentence by sentence: 26 of 29 sentences are identical; the changes are the date and the rate outlook, from cap rates likely to decline as rates stabilize or decrease to cap rates that may stabilize as rates stabilize or increase slightly. The letter describes a five-year term extendable at the manager's discretion by up to two years, so 2027 is the second of those years. The Form 1-SA filed September 28, 2026 (accession 0001213900-26-104096) shows cash of $177 (from $3,024), five sponsor-managed equity projects carried at $4,524,273 against $9,382,393 invested, total assets $4,775,618, members' equity $4,666,179 on $11,346,778 raised, no revenue, a $4,843 net loss for the half, no distributions, and nothing acquired or sold since June 30. It also records that the investor suit following the SEC action was dismissed with prejudice by stipulation on March 20, 2026, each side bearing its own costs, with the fund's legal costs primarily paid by the sponsor. ## Evidence appendix Platform website captured September 21, 2026. Primary sources only. Two private placement memoranda obtained and ingested in full: 'PPM - DiversyFund Secured Notes - September 2026 Update' (64 pages) and 'Private Placement Memorandum - Distressed Income Fund, LLC' (56 pages), including the balance sheet, profit and loss and cash flow statement attached to the former. A 32-page capture of diversyfund.com on September 21, 2026, including the current product pages, the investor presentation and note deck, the offering-circular page and the terms of service. Every Regulation A annual and semi-annual report filed by DF Growth REIT, DF Growth REIT II and Value Add Growth REIT IV through FY2025, plus the Form 1-U filings and the 253G2 supplement series. The Form C, C-U, C-AR and C-TR series for DiversyFund, Inc. and Value Add Growth REIT III. Both orders in SEC Administrative Proceeding File No. 3-20801. The SEC staff comment correspondence on all three Regulation A vehicles. The original FY2021 annual report and its restatement, read side by side. Form D filings for all twelve entities. Where the website and a filing conflict, both are quoted. **Highlights** - REIT I FY2025 Form 1-K: total assets $91,411,081, notes payable $47,514,872, cash $87,920, total equity $39,439,383 including $5,501,361 of non-controlling interests, accumulated deficit $(31,175,926), net loss $(6,739,794). - REIT I FY2021 Form 1-K/A distribution table: 28 monthly declarations totaling $2,849,716, June 2019 through September 2021, at a 5.00% annualized rate except December 2019 at 10.96%. - REIT I FY2022 Form 1-K Note 11: 'The Company declared a dividend to be distributed to each shareholder for a total of $4,982,436 of which $2,394,374 is outstanding as of December 31, 2022.' - REIT I FY2022 Form 1-K statement of operations: total revenue $25,153,723, comprising rental property revenue $8,960,703, realized investment income $12,473,630, property sale revenue $2,522,535, interest $296,259 and other income $900,596. The only profitable year on record. - REIT I FY2021 Form 1-K (original) sponsor fee table: Azul $1,253,720, Willow Ridge $1,843,600, Mission Villas $880,000, NCP Dove $2,560,425, total $6,537,745. - Secured notes memorandum, Description of Notes: interest at '12% per annum, non-compounded, with 4% per annum paid in arrears by the Company on a quarterly basis and the remaining 8% per annum will accrue and be paid on the maturity date'; collateral is a share of the proceeds of case MER-L-000290-23 against Flaster Greenberg P.C., Lex Nova Law and Mark Roderick; 'Several of these First-Priority Notes are currently in default for non-payment of interest by the Company due to cash constraints and are past their two year maturity dates'; use of proceeds 99.5% 'General Corporate Purposes and Working Capital'. - Secured notes memorandum, balance sheet as of December 31, 2025: total assets $754,896.70, total liabilities $7,557,408.50, equity $(6,802,511.80); long-term liabilities include Tranche-1 secured notes $963,000, Tranche-2 secured notes $508,343, unsecured corporate debt $1,613,238, REIT loan $1,449,163.01, DiversyFund Income Fund $1,402,357.77 and DiversyFund Growth Fund $38,632.35. - Secured notes memorandum, six-year results: net losses of $18,799,858 (2020), $5,902,296 (2021), $367,571 (2022), $5,953,274 (2023), $3,265,847 (2024) and $2,623,721 (2025). - Distressed Income Fund memorandum: 'The Company pays the Manager no management fee, acquisition fee, origination fee, financing fee, disposition fee, property management fee, construction management fee, guaranty fee, or carried interest of any kind'; and 'the Manager or its Affiliate is the owner of each SPV Borrower and retains any residual profit the SPV Borrower realizes after repaying the Company in full'. - Distressed Income Fund memorandum, risk factors: 'Because the Company has no operating history, the Manager does not believe that the expense of an audit of the Company's financial statements is justified and therefore no audit will be conducted'; and 'This Memorandum does not contain any financial statements of the Manager.' - REIT I FY2021 Form 1-K/A Explanatory Note: the amendment 'reflects the correction of typographical errors and certain disclosures related to fees charged by the Sponsor', restating eight disclosures, seven of them about compensation. - REIT II FY2025 Form 1-K: five investments costing $9,348,353 carried at $4,547,273; cash $3,024; equity $4,671,022. - REIT III FY2024 Form C-AR: 'EXHIBIT B FINANCIALS (UNAUDITED)'; three investments at $4,345,059; 'The Company's Class A Investor Shares were priced at $10.00 in the Offering and there has been no valuation event since the Offering closed.' - REIT IV FY2025 Form 1-K: shares sold between September 28 and December 11, 2024 'may have been issued in violation of federal securities laws and may be subject to rescission'; 6,525 shares rescinded for $65,250 plus statutory interest; 'We do not expect to begin a new offering.' - DiversyFund, Inc. FY2025 Form C-AR: revenue $94,760, net loss $(2,637,245), which the September 2026 memorandum's own six-year table instead gives as $(2,623,721), a difference of $13,524 that no filing explains, cash $272,677, short-term debt $4,436,742, long-term debt $3,256,934, five employees; risk factor 'it would be unable to survive as a going concern and investors in the Company would lose all of their investment'. - Securities Act Release 11204 (2023-06-09): REIT II's August 2021 supplement described an asset management fee 'equal to 2% of the capital raised', while the September 2021 website 'still stated that there were no management fees, which was true for REIT II's predecessor but not REIT II'. - SEC staff letter to REIT IV, 2022-11-17: 'Please provide an analysis of how you determined you are eligible to rely on Regulation A for this offering, including, in particular, your analysis of whether DF Growth REIT II is a predecessor of yours for purposes of Securities Act Rule 262(a)(7).' **Primary source pages** - https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1750695&type=1-K - https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1824154&type=1-K - https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1949029&type=1-K - https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1931678 - https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1716191&type=D - https://www.sec.gov/litigation/admin/2022/33-11040.pdf - https://www.sec.gov/litigation/admin/2023/33-11204.pdf - https://diversyfund.com ## Related - Full review (HTML): https://altstreet.investments/platforms/reviews/diversyfund - Every platform review: https://altstreet.investments/platforms/reviews - Methodology and scoring: https://altstreet.investments/platforms - Category hub: https://altstreet.investments/categories/fractional-real-assets --- Source page: https://altstreet.investments/platforms/reviews/diversyfund Machine index: https://altstreet.investments/llms.txt AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. 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