SecProbe.io

June 16 , 2020
Via E -mail

Gary Simon , Esq.
Hughes Hubbard  & Reed  LLP
One Battery Park Plaza, 12th Floor
New York, NY 10004

Re: Broadway Financial Corporation
 PRRN 14A Revised Preliminary Proxy Statement on Schedule 14A
Filed June 15, 2020  by The Capital Corps , LLC  et al.
File No. 001 -39043

Amendment No. 5 to Schedule 13D
Filed May 29, 2020 by The Capital Corps , LLC  et al.
File No. 005 -46823

Dear Mr. Simon :

We have reviewed the above -captioned  filing s and have the following comment s.

Revised Preliminary Proxy Statement on Schedule 14A

General

1. We note your response to prior comment 8 indicating that you have added disclosure
regarding the laws uit against Broadway Financial.  However, no such disclosure has been
included.  Please revise to discuss these proceedings in accordance with Instruction 4 to Item
103 of Regulation S -K.

Proposal #2, page 5

2. You state  on page 6  that stockholders who return the gold card will not be able to vote for
any of the Company’s nominees, and accordingly “would only be voting for one of the two
director seats.”  Please correct the quoted language given that such representation is only tru e
if a stockholder votes “for” your nominee.

Voting Procedures, page 7

3. Refer to the third paragraph under Voti ng Procedures.  Correct this disclosure to remove the
implication that stockholders may “abstain ” from voting in the director election proposal.
Additionally, correct the reference to any votes  being “withheld” with respect to proposals 3,
4, and 5.  Plea se ensure that the preliminary proxy statement and proxy card include accurate

Gary Simon, Esq.
Hughes Hubbard & Reed LLP
June 16 , 2020
Page 2

 disclosure as to which proposals stockholders may abstain, withhold, or vote “for” or
“against.”

4. Please rectify the representation  on page 4 that broker non -votes will not count for purposes
of calculating whether a quorum is present with the disclosure on page 7 that broker non -
votes will be considered present for purposes of determining a quorum.

5. With a view toward reducing conf usion for stockholders, please consolidate the penultimate
and antepenultimate paragraphs on page 7, and r emove the  duplicative disclosure.

Additional Information, page 10

6. Refer to prior comment 9.  Advise us, with a view toward revised disclosure, of the specific
line items of Schedule 14A that the participants intend to satisfy by reference to  Broadway
Financial’s definitive proxy statement through reliance upon Rule 14a -5(c).  You must make
a clear reference to the particular document containing such information.

Form of Proxy

7. Refer to the following statement preceding proposal 1 on your for m of proxy: “By returning
this gold proxy card to vote for the election of Antonio Villaraigosa, you will be
disenfranchised with respect to the remaining seat up for election at the annual meeting.”  We
note, however, that stockholders may choose to retur n the gold card withholding a vote from
your nominee.  Accordingly, please revise to specify that a stockholder returning the gold
card will be unable to vote for any of the Company’s nominees.

Amendment No. 5 to Schedule 13D

8. We note your response to pri or comment 15.  In April 2020, you represented to us that the
participants had declined to pursue the nomination of a candidate and would not engage in a
solicitation .  Please provide us with an analysis addressing why your subsequent nomination
of a direc tor candidate and your engagement in a solicitation does not constitute a material
change within the meaning of Rule 13d -2.  Refer to Item 4(d) of Schedule 13D.

*    *    *

Gary Simon, Esq.
Hughes Hubbard & Reed LLP
June 16 , 2020
Page 3

 Please direct any questions to me at (202) 551 -7951.  You may also contact Perry Hindin ,
Special Counsel, at (202) 551 -3444 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions