FISYN Fund II Review (2026): What the SEC Filings Say vs What the Website Says

Update, August 28, 2026: the money is arriving through the door with no audit

FISYN Fund II's Form D/A of July 15, 2026 reports the private side of the same fund, and the numbers are several times larger than the public side:

$24,512,020 from 307 investors had come in through the private door by July 15, 2026. The latest count the fund has filed for the retail side is for December 31, 2025: 47,898 Class A and 1,350 Class B interests sold, which at $110 an interest is about $5.4 million (our arithmetic, from a January 2026 filing the fund later withdrew as the wrong form type). The two dates differ, so there is no clean ratio, but the private side is several times the public one, under an exemption that requires no audit and no ongoing financials. The only periodic report investors on either side have received is one unaudited half-year statement from June 2025 showing $0 of revenue.

FISYN filed a Form 1-A-W in December 2025 and a Form AW in April 2026, and withdrawal notices on a Reg A offering look like a fund abandoning its public offering. They are not. Both letters say plainly that the filings were withdrawn because the company had used the wrong form type — one "was meant to be filed as a post qualification amendment on Form 1-A POS but was inadvertently filed under Form 1-A/A", the other "was meant to be filed as a supplement to Form 1-A but was inadvertently filed under Form 1-A POS". The Reg A offering was not abandoned, and the Form 1-K is still owed. We read the letters rather than inferring from the form codes, and the inference would have been wrong.

What the two withdrawals do show is a fund that filed the wrong form type twice in five months, using two different law firms, with its own counsel's name misspelled in one of the letters.

The one-sentence version

FISYN's marketing sells a five-year track record; FISYN Fund II LLC's own filings describe a vehicle that, as of its last report, had no revenue, had spent two thirds of its expenses on advertising, and could not say consistently whether it owned any land — and the audited report that would settle it is more than four months late.

Start with what is not in dispute

FISYN is a real business with a real filing history. It has an SEC-qualified Regulation A+ offering, it filed a semi-annual report, it filed a current report when it amended its operating agreement, and it has publicly listed investors on Trustpilot describing monthly payments arriving on time. Several of those reviews are recent and specific; one describes the payments helping in retirement.

Nothing on this page alleges fraud. Everything below is taken from documents FISYN itself filed with the SEC, which exist precisely so that this information is public. If you want the general version of this exercise, our eight red flags in platform filings is the checklist, and how platforms actually fail is what it looks like when nobody runs it.

The question this page answers is narrower and, for anyone about to wire $1,000 or $25,000, more useful: does the investment being advertised match the entity being sold?

The numbers on the website

FISYN markets through at least two domains, fisyn.com and capital.fisyn.com. Between them they advertise:

The two headline return numbers are not the same kind of number. 31.3% is labelled an investor total return over the trailing five years; 29.25% is labelled a trailing five-year annual return. Read literally they cannot describe the same record: 29.25% a year for five years is far more than 31.3% in total. fisyn.com now shows both. The range of annual returns is also 12% to 48% on one site and 14% to 48% on the other.

They are the numbers a prospective investor is most likely to write down, and neither site shows how they are calculated. The offering circular does include unaudited, deal-by-deal Prior Performance tables for the founders' earlier projects, but none of them states a 31.3% or a 29.25% return. The same document says the acquisition of those earlier properties "was financed through promissory notes", while both sites describe "debt-free, all-cash acquisitions."

The number that matters most is which entity earned it

This is the central point, and it is structural rather than accusatory.

The five-year track record cannot be FISYN Fund II's, because FISYN Fund II LLC's Reg A+ offering only began on May 1, 2025. As of its most recent report it had existed for months, not years, and owned at most minority slices of three parcels, bought from its own sponsor.

There is a FISYN FUND I LLC (SEC CIK 0002027036, a Texas entity), but its entire EDGAR history is a single Form D filed in June 2024 — a notice of an exempt private offering, which carries no financial statements, no audit and no ongoing reporting. Whatever returns FISYN's principals earned before 2025, they were earned in vehicles that never had to file audited results with anyone.

So the position for a retail buyer is this: you are shown a five-year record produced by entities that do not report, in order to buy into an entity that does report — and whose only periodic report shows no revenue and contradicts itself on whether it owned any land. That is legal, common in this corner of the market, and precisely the thing a review is for.

What the fund said it would buy

The June 2025 semi-annual report names three target properties, all in Texas, which its narrative says the fund was "close to closing on":

The notes to the same report go further than its narrative. They record a 6.075% interest in the San Antonio parcel, bought for $103,254.79 before June 30 (it is the $103,254.79 of fixed assets on the balance sheet), and state that "Subsequent to the balance sheet date, the Fund completed the acquisition of the remaining partial ownership interests for a total of $623,735.09." The two amounts add to exactly the $726,989.88 in the table. A January 2026 filing, later withdrawn as the wrong form type, still lists the same three parcels as targets, at larger stakes (38.432%, 6.610% and 18.581%) for $1,555,889.06, owned by LOBOMLB Holdings LLC and RMSH Holdings LLC.

Two features of that table deserve to be read slowly.

First, the fund is buying minority slices, not properties. A 3.305% interest in a service-road parcel is not a real estate holding in the sense most investors picture when they read "we buy Texas land." All three steps of the marketed strategy — buy, rezone, sell — are decisions a 3.305% holder does not control.

Second, and stated plainly in the filing itself: every one of those property-owning entities is "100% owned and controlled by affiliates of the manager of the Company." The fund is buying from its own sponsor. The filing also discloses how the price was set: "The proposed ownership percentage offered to the Company was determined by calculating the purchase price and carry costs." The filing does not say who did the calculation, and no independent appraisal is disclosed.

This is red flag number eight in our platform red-flags guide, and it is the one that most often shows up in hindsight. Related-party acquisitions are not prohibited and are widespread in sponsored real estate. Disclosed, they are a risk factor rather than a scandal. Undisclosed, they would be a different matter — and FISYN disclosed them. The point for an investor is that the arm's-length price discovery you might assume is happening is explicitly not happening here.

Where the money went in the first half of 2025

Against $0 of revenue, more than two thirds of the fund's first-half spending went to acquiring investors rather than acquiring land. Early-stage funds do front-load raising costs, and Reg A+ offerings in particular are marketing-driven by design — that is what the "+" in Reg A+ effectively buys you, the ability to advertise publicly. So this is not by itself damning.

It is, however, the single most useful ratio on this page, because it tells you what the enterprise was actually doing in the period: it was selling units. In the same half-year, management fees of $124,696.80 were charged against a portfolio that, at June 30, was a 6.075% slice of one parcel.

The report that is missing

Tier 2 Regulation A issuers must file an annual report on Form 1-K within 120 calendar days of their fiscal year end, under Rule 257(b)(1) and General Instruction A.(2) of Form 1-K, and that report must contain two years of audited financial statements.

FISYN Fund II's fiscal year ends December 31. Its Form 1-K for fiscal 2025 was therefore due on or about April 30, 2026.

We pulled the complete EDGAR submission history for CIK 0002050645 on August 20, 2026 and again on September 12, 2026. It contains twenty filings and not one Form 1-K. There is also no Form 1-Z, the exit report a company files to terminate its Regulation A reporting obligation — so the obligation appears to remain in place.

The practical consequence for an investor is the part worth holding onto: no audited financial statement covering any period in which this fund held investor money has ever been made public. The offering circular carries one audited balance sheet, dated December 31, 2024, before the offering opened. The only financial report since then is the unaudited half-year Form 1-SA covering January to June 2025, filed in October 2025. As of September 2026 that document is more than fourteen months out of date at its measurement date, and it is the entire evidentiary basis on which anyone outside the company can assess the fund.

We are stating a filing status, not a motive. Late Reg A filings are common and frequently administrative. But an investor being asked for money today is entitled to know that the audited numbers do not exist yet.

Two withdrawals that look worse than they are

EDGAR shows FISYN Fund II filing a Form 1-A-W in December 2025 and a Form AW in April 2026 — both, on the form-type label alone, "withdrawal of offering statement." That reads like a company pulling its offering. It is not.

We read both letters. The December 2025 withdrawal states the filing "was meant to be filed as a post qualification amendment on Form 1-A POS but was inadvertently filed under Form 1-A/A." The April 2026 withdrawal states the document "was meant to be filed as a supplement to Form 1-A but was inadvertently filed under Form 1-A POS."

Both are filing-type corrections, made by two different law firms (Dodson Robinett PLLC, then Solon Law PC). Neither withdrew the offering. We include this because a reader scanning the EDGAR index — or an AI summarising it — will very likely get this wrong, and the honest reading of a document beats the alarming reading of its label.

The side-letter clause, which is the genuinely under-covered finding

On November 10, 2025, FISYN Fund II filed a Form 1-U current report disclosing that on October 14, 2025 the Class M members had adopted a second amended and restated company agreement. The amendment adds a new Section 5.5, which grants the Manager authority — "without any the approval, or vote of the Members" — to enter into side letters with any member or prospective member.

Those side letters may establish "rights to additional or different information, fee structures, withdrawal rights, voting rights, or other economic or non-economic terms."

Then the sentence that matters:

The Company intends to authorize the Manager to enter into certain Side Letters with investors investing in the Company through an open offering of the Company exempt from registration pursuant to Regulation D, Rule 506(c)... The Company does not intend to enter into any Side Letters with investors investing through the Company's Regulation A offering.

Read that against the capital table. As of September 30, 2025, the Reg D (accredited) investors had put in $3,589,600 and the Reg A (retail) investors $1,633,170 — the private money is 2.2 times the public money, inside the same vehicle.

So the structure is: two investor classes in one fund; the larger, accredited one can privately negotiate better fees, better withdrawal rights and different voting rights; the smaller, retail one is explicitly excluded from that negotiation. The agreement does contain a protection — a side letter "shall not adversely affect the rights or obligations of any other Member without that Member's written consent" — but "not adversely affected" is a much weaker promise than "same terms."

Withdrawal rights are the one to watch. In an illiquid land fund with no audited accounts, the ability to get out is the most valuable non-economic term there is, and this clause allows it to be handed to some investors and not others, without a vote.

What we could not verify

• The 31.3% (or 29.25%) five-year return. The offering circular's Prior Performance tables give unaudited deal-by-deal figures for the founders' earlier projects, but none states either number, and neither website shows how they are calculated. We are not saying it is wrong; we are saying it is unaudited, unsourced, and produced by entities with no reporting obligation.
• Whether distributions are being paid from operations. They cannot have been in the reported period — revenue was $0. Distributions in that period could only have come from offering proceeds or manager advances. Whether that is still true in 2026 is exactly what the missing Form 1-K would answer.
• Current holdings. The narrative of the June 2025 report says the fund was "close to closing" on the three related-party interests; the notes to the same report say they closed after June 30; a January 2026 filing, later withdrawn, still lists them as targets at larger stakes. Only the overdue audited report would settle what the fund owns.
• Whether any properties have since been rezoned or sold, which is the entire thesis of the strategy.

Who this is and is not for

It could suit an investor who understands they are funding a startup land sponsor, treats the 10-12% as a target rather than a yield, can lose the entire amount without it mattering, and has read the offering circular in full.

It is a poor fit for anyone treating the monthly distribution as income, anyone who needs the money back on a schedule, and anyone relying on the advertised five-year return as if it described this fund. If you are non-accredited and looking for genuinely reportable options, start with our best platforms for non-accredited investors; if you want the honest framing of what can go wrong across the category, read is real estate crowdfunding safe and the risks, ranked.

How to check this yourself in ten minutes

1. Go to EDGAR full-text search and look up CIK 0002050645 (FISYN FUND II LLC).
2. Sort the filing list by type. Look for a Form 1-K. If one has appeared since September 12, 2026, read it — it supersedes most of this page.
3. Open the Form 1-SA filed October 3, 2025. Read Item 1, "Management's Discussion and Analysis." The sentences about revenue, properties acquired and expenses are in the first three paragraphs.
4. Open the Form 1-U filed November 10, 2025 and read Section 5.5 in Exhibit 2.1.
5. Compare what you find to the return figures on the marketing site.

We have run it on Groundfloor and on Compound Real Estate Bonds, and it works for any Regulation A+ offering, not just this one. It is the single highest-value ten minutes available to a retail investor in this asset class, and almost nobody spends it.

FAQ

Methodology

Every figure attributed to FISYN's filings on this page was read directly from the primary document on SEC EDGAR under CIK 0002050645 on August 20, 2026: the Form 1-SA filed October 3, 2025 (period ended June 30, 2025), the Form 1-U filed November 10, 2025 and its Exhibit 2.1, the Form 1-A-W filed December 18, 2025, and the Form AW filed April 29, 2026. The complete submission history was pulled from EDGAR's structured submissions endpoint and contained twenty filings; the absence of a Form 1-K and of a Form 1-Z was verified against that full list rather than against a page of search results. On September 12, 2026 every figure and quotation on the page was re-checked line by line against those filings plus the offering circular (Form 253G2 of May 2025), the Form D/A of July 15, 2026 and the Form 1-A POS of January 2026 (later withdrawn); where the filings contradict each other, both versions are printed.

Marketing figures were read directly from fisyn.com, fisyn.com/invest/, fisyn.com/invest-today/ and capital.fisyn.com on the same date. Where the two domains disagree, both values are printed rather than averaged or reconciled. One figure that appeared in an aggregated search summary — a claim of "30 years of experience" — was not used, because fetching FISYN's own pages showed "over 40 years" in both places; the discrepancy was in the summary, not in FISYN's copy.

The Form 1-K deadline comes from Rule 257(b)(1) of Regulation A and General Instruction A.(2) of Form 1-K: within 120 calendar days of fiscal year end, including two years of audited financial statements. FISYN Fund II's fiscal year end of December 31 is stated in its EDGAR company record.

We hold no position in any FISYN entity, have no affiliate relationship with FISYN, and earn nothing if you invest. Nothing here is investment advice. If FISYN files its Form 1-K, or disputes any figure above, we will update this page and say what changed.

Last updated: September 12, 2026.