DiversyFund Filed Its Last Public Accounts in May, Then Stopped Reporting the Next Day

Two filings, one day apart

Most of what this website does is read filings in the order they were made. Order is usually where the information is, and this is a clean example.

May 7, 2026: DiversyFund, Inc. files its Form C-AR for the year ended December 31, 2025 — its third annual report under Regulation Crowdfunding.

May 8, 2026: DiversyFund, Inc. files a Form C-TR, terminating its obligation to file any more.

Regulation Crowdfunding does not let an issuer walk away whenever it likes. Rule 202(b) sets out the exits, and the relevant one here is that an issuer may stop once it has filed at least three annual reports and has total assets not exceeding $10,000,000. DiversyFund had filed exactly three: June 21, 2024, May 2, 2025, and May 7, 2026.

It terminated on the first day it was eligible to. That is not improper, it is not a loophole, and it is available to every small Reg CF issuer. It is simply worth knowing, because it means the accounts filed on May 7 are — barring a voluntary change of mind — the last public financial statements DiversyFund, Inc. will ever file.

So it is worth reading them.

The balance sheet

The company holds $754,896 of assets against $7,693,676 of liabilities. That is $10.19 of debt for every dollar of assets, and shareholders' equity of negative $6,938,780.

Assets halved in a year while liabilities grew 12.6%. The gap widened from $5.38m to $6.94m.

These statements are unaudited, and the filing says so on every page. Regulation Crowdfunding annual reports do not require an audit. So the correct way to hold these figures is as management's own representation to its shareholders in a document signed by its CEO and CIO — not as audited fact. That is also, precisely, what makes them worth quoting: they are management's own account of the position on the way out the door.

The income statement

Revenue of $94,760 against salaries of $1,124,050. The company earned less than a tenth of its payroll.

That is the practical meaning of the balance sheet: a sponsor whose fee income has effectively stopped. Its revenue is fee-based — the 1-K of the REIT it manages confirms the manager waived all asset management fees since inception and expects to continue doing so, and that the REIT paid $0 in asset management fees and $0 in organisation and offering expense reimbursements in both 2025 and 2024. A sponsor that waives its fees and has stopped acquiring has very little left to earn.

The cumulative picture is the one to carry: shareholders have put in $39,201,155 of common stock, and the accumulated deficit is $46,139,935. Every dollar raised has been spent, plus about $6.9m more that was borrowed.

The default the company discloses about its own founder

This paragraph is in the filing, verbatim in substance:

In June 2023 the Company entered into notes payable with related parties Craig Cecilio and Laurian Cecilio for an aggregate amount of $400,000 and in December 2023 the Company entered into an additional note payable with Craig Cecilio for $100,000. The notes bear interest at 12% annually and matured in June 2025 and are in payment default… The notes remain in default.

The chief executive lent his own company half a million dollars at 12%, and the company has been in payment default to him since June 2025.

The security on those notes is the detail that says the most about the company's position: they are secured by the proceeds, if any, of litigation against the Company's former legal counsel, filed in February 2023. The words "if any" are the company's, not ours. When the only collateral available for an insider loan is the uncertain outcome of a lawsuit, there is nothing else unencumbered to pledge.

The part that matters to REIT investors

Everything above concerns the sponsor, a private company. Most readers who arrive here own something different: shares in DF Growth REIT, LLC, the Regulation A vehicle. So the connection has to be made precisely.

The REIT is a creditor of the sponsor. From the REIT's own Form 1-K, filed May 1, 2026 and audited:

• In 2021 the REIT lent DiversyFund, Inc. $2,500,000 across two loans at 4%. The sponsor has repaid $1,775,000 of principal, leaving $725,000.
• In 2023 the REIT made two more loans: $225,000 in May and $250,000 in July, each at 7%.
• Related party notes receivable at December 31, 2025: $1,110,139, including accrued interest (2024: $1,119,903).

And the REIT is winding up. Its own 1-K states the five-year term was extended twice to December 31, 2025 and that the company "is now in its winding up period" — a 12-to-24-month-plus process whose stated purpose is "to generate liquidity for investors… and returning capital to investors on an orderly basis."

Put the two documents side by side and the position is unavoidable:

A REIT that is now liquidating in order to return capital to retail investors holds a $1,110,139 receivable from a company that, six days later, reported $272,677 of cash, negative $6,938,780 of equity, and default on notes to its own chief executive — and then stopped filing.

We are not predicting a write-off. Nothing in either filing says the loan will not be repaid, the sponsor continues to raise private debt under Regulation D, and $1.1m is a fraction of the $59,679,847 of equity the REIT states it invested across nine projects. But when a wind-down's job is to convert assets to cash, the collectability of that receivable is now a live question, and the counterparty has just switched off the disclosure that would let anyone track it.

The number that does not reconcile

Two filings, six days apart, describing the same set of loans between the same two parties, do not agree.

There are ordinary explanations. The sponsor's line is labelled "REIT" and may aggregate more than one affiliated REIT; the sponsor also carries a separate $1,440,990 long-term line labelled "related party fund." Accrued interest may be computed differently on each side, and one set of statements is audited while the other is not.

We checked the obvious candidate and it does not close the gap: DF Growth REIT II's 1-K for the same year reports a net related-party position of $117,638, and its receivable is from Value Add Growth REIT III plus a $29,450 investor referral incentive — not a loan to the sponsor.

So the honest statement is: we cannot reconcile $1,110,139 with $1,449,163 from the public record, and the party whose books would explain it has terminated its reporting. We would rather publish an unresolved discrepancy that we have bounded than a tidy number we cannot support. If either party publishes a reconciliation, this page will carry it.

There is a smaller stale-disclosure catch in the same neighbourhood, worth one sentence: the REIT's fiscal-2025 1-K describes the $725,000 balance as being "as of December 31, 2024" — the prior year's date, carried forward into the current year's filing. That is a copy-forward, not a misstatement, and it is the kind of thing that only shows up when you read consecutive filings against each other.

What we are not saying

Being precise about the limits matters more here than usual, because the subject is a company's solvency.

We are not saying DiversyFund, Inc. is insolvent in a legal sense. Balance-sheet insolvency — liabilities exceeding assets — is what the figures show. Whether the company can meet obligations as they fall due is a different test, and the filing states it continues to raise capital through a private placement of debt under Regulation D.

We are not saying investors will lose their REIT capital. The REIT is winding down with nine project investments; the sponsor receivable is one item among them.

We are not saying anyone did anything unlawful. Terminating Reg CF reporting after three annual reports is expressly permitted. Unaudited statements are permitted in that filing. Related-party loans are disclosed, which is what disclosure is for.

What we are saying is narrower and, we think, more useful: the last public accounts of the company that manages this REIT show negative equity of $6.9m, cash of $272,677, revenue down 83.5%, and default to its own founder — and the day after filing them it exercised its right to stop telling anyone anything. Investors in the vehicles it manages should know that the window has closed, and know what was visible through it on the way down.

The broader picture of the vehicles themselves — the DF Growth REIT wind-down, the SEC enforcement history, and the investor litigation — is in our DiversyFund review and in the wind-down record.

The short version

A sponsor filed the minimum number of annual reports the rule requires, and terminated its reporting the following day. The last set shows $754,896 of assets against $7,693,676 of liabilities, revenue down 83.5%, and default on notes owed to its own chief executive.

The REIT it manages is winding up in order to give retail investors their money back, and one of the assets it is winding up is $1,110,139 owed by that sponsor.

Nothing here is an allegation. It is what two public documents, filed six days apart, say about each other — and after May 8, 2026, only one of them will keep being filed.