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ProfileCompany or group

Capital Plus Financial, LLC, and its parent, Crossroads Impact Corp.

Lender or loan platform

PPP · PPPLF
Type
Company or group
Role
Lender or loan platform
Programs
PPP, PPPLF
Updated

The profile

Individuals and companies whose conduct was challenged or called into question during or after the pandemic. See sources: House fintech report, Dec. 1, 2022

  • Type: Two companies. Capital Plus Financial, LLC is a Texas home-mortgage lender and certified community development financial institution (CDFI). In 2021 it was the lender of record on 395,359 PPP loans, nearly all of them processed by Blueacorn. Crossroads Systems, Inc., a Delaware holding company renamed Crossroads Impact Corp. in 2022, has owned Capital Plus's common equity since December 18, 2017.
  • Headquarters: Capital Plus: 2247 Central Drive, Bedford, Texas. Crossroads: 4514 Cole Avenue, Suite 1600, Dallas, in its 2021 and 2022 disclosures; 2247 Central Drive, Bedford, in the 2024 YXS complaint (para. 9).
  • Chief executives: Capital Plus: Eric A. Donnelly, 2014 to August 2021; Thiruvendran Vignarajah, August 2021 to the end of 2023. Crossroads: Donnelly, since December 2017.

In the archive


Capital Plus Financial, LLC, a Bedford, Texas mortgage lender with net income of $6.2 million in fiscal 2020, recognized $929.2 million in SBA processing fees on PPP loans over the next three fiscal years. It booked $623.5 million of that as paid or owed to the companies that found and processed the borrowers, then fought Blueacorn, Womply and two of Blueacorn's founders over how much.

Its parent, Crossroads, paid its own shareholders a $40-a-share special dividend of $238,879,760 in July 2021, 1.22 times the Crossroads group's consolidated net income for fiscal 2021. The group's unaudited consolidating schedule at that year's end shows Crossroads owing Capital Plus $304,252,816. Neither company, and none of their officers, has been charged with a crime. Womply's suit over the fees was settled and dismissed with prejudice in January 2023, and the suit by two Blueacorn founders' companies closed in February 2025 in a way the free docket does not show. The arbitration that Blueacorn's Fin Cap began in 2023 ended in a Final Award dated April 29, 2024, and in May 2025 the federal court in Phoenix confirmed the award and entered judgment for Blueacorn against Capital Plus (order; amended judgment). The award is under seal, so its total is not public. Blueacorn's application to confirm it says "a portion of funds has been paid and resolved" between Capital Plus and Blueacorn, and that Capital Plus "continues to hold $19,796,022.81 in a liability reserve" that the arbitrator determined "is now payable." The arbitrator said that money should go to PayNerd, LLC unless PayNerd acknowledges it may be paid to Blueacorn or a court, in a case to which PayNerd is a party, rules that Blueacorn is entitled to it (application, paras. 10-12). No document we have shows the outcome of Fin Cap's Tarrant County application, and no settlement term in these disputes is public.

Two companies, one set of officers

Capital Plus Financial, LLC is the lender. It holds the CDFI certification, made the mortgages and the PPP loans, signed the contract with Blueacorn's Fin Cap, Inc., received the SBA's fees and owed the Federal Reserve. Crossroads Systems, Inc. began as an Austin data-storage and patent-licensing company, came out of a prepackaged bankruptcy in October 2017 with new principal holders, and bought all of Capital Plus's common equity two months later. Its own column of the group's accounts holds no PPP loans. Its shares traded over the counter as CRSS until April 2023. Crossroads' shareholders own Crossroads; Crossroads owns all of Capital Plus's common equity.

The two share officers and addresses, and they report as one group. Donnelly ran both until August 2021 and Farzana Giga has been chief financial officer of both since 2017. The Crossroads group's consolidated statements add the companies together and cancel what they owe each other, which is why most published figures are the group's. The same statements carry consolidating schedules with a column for each company, and those columns are used below wherever the entity matters. In this profile, "Capital Plus" means the LLC alone, "Crossroads" means the parent alone, and "the Crossroads group" means the consolidated accounts.

Crossroads Systems, Inc. (Delaware)
 renamed Crossroads Impact Corp., 2022
 holding company · OTC: CRSS until Apr. 2023
 paid the July 2021 dividend
 │
 ├─ Capital Plus Financial, LLC (Texas)
 │   owned by Crossroads since Dec. 18, 2017
 │   (100% of common equity; 36 non-voting
 │   preferred units held by others)
 │   CDFI · mortgage lender · PPP lender
 │   of record · PPPLF borrower
 │   └─ Capital Mortgage Servicing, LLC;
 │      CPF BGP 2022, LLC; preferred-
 │      equity holding LLCs
 ├─ Rise Line Business Credit, LLC
 │   bought Sept. 24, 2021
 └─ CRSS Impact Real Estate LLC,
     CRSS Climate Finance, LLC,
     CRSS Small Business Lending LLC
     formed May 19, 2022 ("SPVs")

Sources for the chart: Crossroads' FY2021 annual disclosure (acquisition; consolidation note 3), its FY2023 audited statements (note 1, subsidiaries and name change; note 17, Capital Plus preferred units) and its January 2025 investor update (the SPVs' impact assets transferred out on December 23, 2024).

The name change. Crossroads Systems, Inc. was not acquired and did not merge; it changed its name. On January 5, 2022 it announced that "[e]ffective today, Crossroads Systems, Incorporated will now be known as Crossroads Impact Corp.," with "no changes ... made to the organizational structure" (release). Its audited statements for fiscal 2023 date the legal change later: "In June 2022, Crossroads Systems, Inc. changed its name to Crossroads Impact Corp." (FY2023 audited financials, note 1). Crossroads' OTC disclosure for the quarter to January 31, 2022 was still issued as "Crossroads Systems, Inc"; the one for the quarter to April 30, 2022 was issued as "Crossroads Impact Corp., formerly Crossroads Systems, Inc.," with the same Delaware incorporation, the same CRSS symbol and the same 5,971,994 shares. The Delaware filing is not among our records, so the exact date of the legal change is not fixed. The consolidating schedules label the parent's column "Crossroads Systems, Inc." through July 31, 2022 and "Crossroads Impact Corp." from the fiscal 2023 statements on. Court papers filed in 2023 and 2024 name the parent "Crossroads Systems, Inc. d/b/a Crossroads Impact Corp."

A different company has a similar name. Crossroads Systems (Texas), Inc., a Texas corporation registered in 1996 with an Austin address, lists Webb, Alpert, Kembel and Levy as directors in its 2024 franchise-tax report (Texas Comptroller record 17427968601). It is not among the subsidiaries Crossroads' statements consolidate, and nothing in this profile concerns it.

Who did what

ActivityEntityRecord
Lender of record on 395,359 PPP loansCapital PlusSBA loan-level data
CDFI certification; $1,826,265 Rapid Response grant; $125 million bond guaranteeCapital PlusCDFI Fund list, Jan. 10, 2024; FY2021 Schedule II; CDFI Fund release 486
Mortgage lending and house resalesCapital PlusFY2021 annual disclosure, note 1
Lender service provider agreement with Fin Cap, Inc. (Blueacorn)Capital Plus; Donnelly signed it, by Fin Cap's accountHouse report, n. 137; Fin Cap's Tarrant County application, para. 20
April 12, 2021 settlement to pay YXS 8 percentCapital PlusYXS complaint, paras. 20–23
PPPLF borrowing, about $6.46 billion of advancesCapital PlusFederal Reserve PPPLF disclosures; FY2021 Schedule I
$929.2 million of SBA fees recognized, fiscal 2021–2023Capital Plus columnconsolidating schedules
SBA Voluntary Agreement, Jan. 6, 2023Capital PlusFY2023 audited financials, note 19
$238,879,760 special dividend, July 26, 2021Crossroads, to its own shareholdersdividend release; FY2021 cash-flow statement
$20,798,948 management bonus, fiscal 2021booked in Crossroads' columnFY2021 Schedule II
Income tax for the groupCrossroads' columnconsolidating schedules
Enhanced Capital advisory agreement; Rise Line purchase; Fountainhead agreement in principle; P10 and Conversant equity; December 2024 unwind; Harvest mergerCrossroadsFY2021 annual disclosure; FY2023 audited financials; releases

Officers and directors

PersonAt Capital PlusAt Crossroads
Eric A. DonnellyHired in 2012 by the founder; chief executive from 2014 to August 30, 2021 (Womply's complaint, para. 14; Crossroads' release of Sept. 14, 2021; 2022 proxy: "until 2021"). Crossroads' fiscal 2021 disclosure, certified Jan. 31, 2022, still says he "has served as" its chief executive "since 2014"Chief executive and director since December 2017
Farzana GigaChief financial officer since 2014Chief financial officer and director since December 2017; secretary by 2022
Thiruvendran VignarajahChief executive from August 2021 until he left at the end of 2023none in the record
Mark Crockettreceived 466,233 Crossroads shares for his Capital Plus stake in 2017"Officer" (FY2021 disclosure; no title given)
Robert H. Alpertnone; principal of 210 Capital, Capital Plus's landlordChairman since October 2017
C. Clark Webbnone; principal of 210 CapitalDirector since October 2017
Claire Gogel; James Pérez Foster; Ray Kembel; Max LevynoneDirectors since October 2017, February 2018, February 2018 (audit chair) and August 2022

Crossroads' 2022 proxy statement says that the services of Donnelly and Giga "are provided to the Company pursuant to their employment agreements with CPF, the Company's wholly owned subsidiary."

Before December 2017 Crossroads' officers were Richard K. Coleman Jr. (president and chief executive from May 2013 to August 2017, then executive director), Jennifer Ray Crane (chief financial officer since November 2008) and Mark Hood (executive vice president) (Crossroads' proxy statement of October 24, 2017).

Vignarajah's dates: Maryland Matters reported on August 31, 2021 that Capital Plus had announced his appointment the day before, quoting Donnelly as the "former Capital Plus Financial CEO ... who will remain CEO of the holding company"; Crossroads' release of September 14, 2021 announced Vignarajah as "New CEO of Capital Plus Financial Subsidiary" and quoted Donnelly as "Chief Executive Officer of Crossroads Systems" (Q3 FY2021 release); Sanford Heisler Sharp said on January 8, 2024 that he had joined the firm on January 1 from Capital Plus, "where he has been CEO since August 2021." No record we have names his successor.

Who owns Crossroads, and who owns Capital Plus

On August 13, 2017 Crossroads filed a prepackaged Chapter 11 case (Bankr. W.D. Tex. No. 17-51926). Under the plan, 210/CRDS Investment LLC, a Dallas vehicle whose principals are Robert H. Alpert and C. Clark Webb, "invested $4 million cash in the Company in exchange for shares of the reorganized Company's common stock representing approximately 49.49%." 210/CRDS also committed up to $10 million of financing. The court approved the plan on September 18, 2017, and it took effect on October 3 (Crossroads FY2021 annual disclosure). Crossroads filed its Form 15 to leave SEC reporting on September 14, 2017. Its accounts for every PPP year are over-the-counter disclosure statements and audited statements posted on its own website.

On December 18, 2017, Crossroads bought 100 percent of Capital Plus's common equity for "$30.8 million in cash and 49.5% or 2,955,028 of newly issued common stock." Capital Plus's owners became Crossroads shareholders. The share issuance table lists the recipients: EDUCM, Inc. (Donnelly) 532,838 shares; Giga Investments, LLC (Farzana Giga) 432,931; Westchester Standard, LLC, credited to Giga, 557,255; Southwest Federated (Charles A. Vose III) 399,629 and Vose personally 299,722; Mark Crockett 466,233; and CC Texas Realty (Neil Clements) 177,702 (FY2021 annual disclosure).

Since then Capital Plus has had one common owner, Crossroads. The one exception is a class of preferred units: 36 non-voting units of $500,000 each, paying 3.5 percent a year, held by investors the statements do not name. The Crossroads group carries them as non-controlling interests, $18,171,107 at October 31, 2023, and Capital Plus paid dividends on them of $630,000 in fiscal 2022 and $1,132,391 in fiscal 2023 (FY2023 audited financials, note 17). The people in the table below own shares of Crossroads, not of Capital Plus.

Crossroads' table of its holders at October 31, 2021, after the special dividend:

HolderRole at CrossroadsSharesPercent
Eric Donnelly (Donnelly 2018 Trust)chief executive, director718,59012.0
C. Clark Webb (210/CRDS)director646,14310.8
Farzana Giga (Giga Investments)chief financial officer, director618,68310.4
Robert Alpert (210/CRDS)chairman546,1429.1
Charles A. Vose IIIholder of more than 5 percent485,4748.1
Mark Crockettofficer466,2337.8
Claire Gogelindependent director193,4383.2

The table counts 5,971,994 shares outstanding. Crossroads' disclosures through its fiscal 2023 statements describe Alpert and Webb as co-chief executives and directors of P10, Inc., and Alpert as its chairman (FY2021 annual disclosure; FY2023 audited financials, note 18). P10's Form 10-K for 2024 calls them "former members of the Board of Directors" (note 12). Capital Plus rented space month to month from 210 Capital "whose principals are Mr. Alpert and Mr. Webb," at $1,700 a month. Crossroads rented Dallas space from Southwest Federated, "a related party through common ownership," at $4,500 a month.

Two Texas franchise-tax records add names and dates that no formation filing we have confirms. The Texas Comptroller's franchise-tax record for Westchester Standard, LLC, formed September 16, 2017 at 8214 Westchester Drive, Suite 635, Dallas, lists Charles A. Vose III, Eric Donnelly and Farzana Giga as its members in a 2022 report; the Crossroads issuance table credits the entity's shares to Giga alone. A second Comptroller record shows a Capital Plus, Inc., formed August 14, 1992, at 2247 Central Drive, Bedford, now inactive. Nothing in the documents cited here ties that corporation to the "Capital Plus Inc" that Giga's partnership acquired in 2014 beyond the name, the address and the year.

Vose founded Harbour Portfolio Advisors, a Dallas company that bought foreclosed houses and resold them on contract-for-deed terms. In June 2020 the Consumer Financial Protection Bureau ordered Harbour to pay a $25,000 civil penalty, and its two servicers $10,000, in a consent order (2020-BCFP-0004) (consent order). Neither Capital Plus nor Crossroads was a party to it.

A small mortgage lender before 2021

Capital Plus made long-term, fixed-rate mortgages, mostly to Hispanic buyers in Texas, and rehabilitated and resold houses. In fiscal 2020, the year to October 31, 2020, the Crossroads group reported total revenue of $36,634,592 and net income of $3,646,531. All of the revenue was Capital Plus's; its column of the unaudited consolidating schedule shows net income of $6,178,003, and Crossroads' own column a loss of $2,531,472 after the group's income tax (FY2021 annual disclosure, FY2020 statements and Schedule II). Crossroads' fiscal 2021 disclosure says that "[t]he consolidated company currently has 34 full-time employees," a count for the whole group, which by then included Rise Line; the House report, citing that disclosure and Capital Plus's counsel, gave the 34 as Capital Plus's own (p. 42).

The court record from that business is small and local. Capital Plus won forcible-detainer cases against occupants of foreclosed houses, and the Texas courts of appeals affirmed two of them, in Fort Worth on February 13, 2020 (No. 02-19-00184-CV) and in Dallas on May 26, 2022 (No. 05-19-01227-CV). A second Dallas appeal by the same family was dismissed as untimely on April 14, 2023 (No. 05-23-00258-CV). The Crossroads group's audited statements for fiscal 2023 list "breach of contract and unlawful eviction" among its ordinary legal proceedings (FY2023 audited financials, note 19).

Before it made a PPP loan, Capital Plus took one. The SBA data record a $376,800 loan to Capital Plus Financial LLC at 2247 Central Drive, approved April 13, 2020, from Simmons Bank (SBA loan-level data). The consolidating schedules carry it as a liability of Capital Plus.

395,359 loans in five months

The Economic Aid Act of December 2020 reopened PPP. Crossroads later thanked "the administration's intentional efforts to give CDFIs an unobstructed head start in the latest PPP round" (fiscal second-quarter 2021 letter). The new rules also changed the lender's fee. A loan of $50,000 or less now paid "the lesser of fifty (50) percent or $2,500," and the SBA had to pay it "not later than 5 days after the reported disbursement of the PPP loan" (86 FR 3692). In 2020 the same small loan had paid 5 percent (85 FR 20811). The median Capital Plus loan was $19,332. Under the 2020 rule it would have earned Capital Plus $966.60; under the 2021 rule it earned $2,500.

Crossroads announced Capital Plus's partnership with Blueacorn on January 11, 2021 (release). By the end of February, Capital Plus had made $65.6 million of PPP loans to more than 1,200 businesses, averaging $58,000 (fiscal first-quarter 2021 letter). Then the volume arrived. The SBA file dates the approvals: 190 in January 2021, 996 in February, 118,434 in March, 181,595 in April, 94,134 in May and 10 in June. On May 20, 2021 alone it records 34,683.

The totals depend on who counts:

CountLoansSource
Applications Blueacorn submitted to the SBA for Capital Plus521,221Capital Plus's counsel to the House Select Subcommittee (House report, p. 42)
Approved, by Crossroads' June 2021 count472,036Q2 FY2021 release
"Issued and approved," September 2021389,254, plus 82,782 withdrawnQ3 FY2021 release
Loans in the SBA file395,359 ($6.21 billion)SBA loan-level data
of which referred by Womply, through Blueacorn86,521 ("more than $950 million")Womply's First Amended Complaint, para. 72
of which referred by partner banksabout 500FY2021 annual disclosure, note 6
Bought from Hanmi Bank, serviced but not originated1,402 ($132.7 million)SBA file; FY2021 annual disclosure, note 6

The June and September figures in Crossroads' releases describe the same pipeline: 389,254 plus 82,782 is 472,036. Of the 395,359 loans in the SBA file, 369,662, or 93.5 percent, went to sole proprietors, independent contractors and the self-employed, and 342,455 paid Capital Plus exactly $2,500. The House report ranks Capital Plus fourth on the SBA's list of 2021 PPP lenders by loans approved (p. 44).

The money to lend came from the Federal Reserve, and the borrower was Capital Plus. Crossroads' disclosure for the quarter to July 31, 2021 says "[t]he Company borrowed $6.4 billion from the Federal Reserve Bank of Cleveland to fund the loans it had originated at 35 bps per annum" (Q3 FY2021 disclosure statement); "the Company" there is the Crossroads group. The Federal Reserve's own transaction reports name the institution as "PPPLF CAPITAL PLUS," Bedford, Texas, and its report for September 30, 2021 lists 202 advances made between February 2 and July 30, 2021 with original amounts totaling $6,458,878,591 (Federal Reserve Board, PPPLF transaction-specific disclosures, 2021–2022). In Crossroads' consolidating balance sheet the facility, $3,132,566,332 at October 31, 2021, is a liability of Capital Plus and of no other company. The loans paid 1 percent. In fiscal 2021 the spread produced $26,779,041 of PPP interest income against $10,245,153 of facility interest (FY2021 annual disclosure, note 6).

In the SBA's September 2024 release, 324,195 of the loans show forgiveness totaling $5.01 billion. Under the fee rule quoted above, the lender keeps its fee on a charged-off loan unless it "is found guilty of an act of fraud in connection with the PPP loan."

Who was supposed to check the applications

The SBA's rules put the loan decision on the lender. The House Select Subcommittee on the Coronavirus Crisis quoted the standard: an SBA lender must "exercise[] day-to-day responsibility for evaluating, processing, closing, disbursing, servicing, liquidating, and litigating its SBA portfolio" (House report, p. 43). Capital Plus's contract with Blueacorn put the responsibility in the same place. As quoted in a 2024 complaint, Capital Plus accepted "ultimate responsibility for all loan decisions, including approvals, underwriting, closings, disbursements, due diligence and loan servicing …, as required by SBA policy," and released Blueacorn's contracting entity, Fin Cap, from "any disputes related to [Capital Plus's] loan decisions, including approvals, authorizations, underwriting, … loan forgiveness and loan guarantees" (Complaint, YXS Investments v. Capital Plus, N.D. Tex. No. 4:24-cv-00664, Doc. 1, paras. 39 and 41).

Blueacorn's sales pitch described the work differently. It promised Capital Plus, as the House report quotes the pitch, that it would "process[], underwrite[], approve[] & fund[] loans that qualify for the PPP" (House report, p. 22). Capital Plus told the Subcommittee that Blueacorn was engaged to "provide[] significant identity and eligibility verification and fraud compliance services," and that Capital Plus "relied on Blueacorn's technological solutions to determine borrower eligibility and combat fraud efficiently and at scale" (pp. 42–43).

For the Womply loans, each party's account places the checking somewhere else. Blueacorn told the Subcommittee that those loans "were reviewed and underwritten by Womply without any involvement from Blueacorn" (letter of January 12, 2022, in the Subcommittee's Blueacorn documents). Capital Plus told a federal court that "Womply agreed to perform the essential underwriting tasks for the loans it referred" (Capital Plus's brief in support of its motion to dismiss, Doc. 43). Womply argued that it did not act as an SBA "agent" and that a technology-services exception covered at least part of its work (opinion of May 11, 2022, p. 7). The lender of record on all 86,521 loans was Capital Plus.

What Crossroads told its shareholders was more confident. Its July 2021 letter, signed as the parent, said "the approval process was an incredibly secure one. Though we leaned heavily on our loan service providers for support on the front end, we were thorough in reviewing applications on the back end." It said four layers of identity verification were used where most lenders used one or two, and that active fraud cases were "less than .25bps." It added: "we would rather have frustrated applicants than fraudulent borrowers" (fiscal second-quarter 2021 letter). Applied to the 472,036 approvals in the same letter, a quarter of a basis point is about 12 loans. The September letter said Capital Plus had "detected, reported, and stopped over 80,000 applications," then turned to the 85,000 forgiveness applications already received and added: "To date, not a single one of the applicants we have worked with has been turned away" (fiscal third-quarter 2021 letter).

The House report gave Capital Plus its own section, headed "Capital Plus, Which Had Primary Responsibility for Overseeing Blueacorn Under PPP Program Rules, Reaped Windfall Profits While Not Conducting Sufficient Oversight" (p. 42). It said Capital Plus reviewed applications "upon becoming aware of some indication of fraud or ineligibility," and quoted its answer on manual review: "Capital Plus does not maintain statistics regarding the number of PPP loan applications that were manually reviewed by Capital Plus personnel to verify eligibility or to identify fraud." Capital Plus said senior leadership "regularly discussed combating potential fraud," but no minutes were kept. Capital Plus declined to give its budgets for anti-money-laundering, eligibility and fraud work, and it hired Everett Advisors, "the same consultancy retained by Blueacorn," to audit its compliance programs (p. 43).

The report also dealt with loans to Blueacorn's own insiders. On June 8, 2021, Giga asked Blueacorn for a list of PPP loans to Blueacorn insiders; Blueacorn identified 11, and "[m]uch of the paperwork associated with these loans had been signed by Ms. Giga." Nathan Reis and Stephanie Hockridge repaid loans totaling over $100,000 in July 2021 at Capital Plus's request (pp. 37–38). Giga "signed off on the loan to Mr. Reis where he inaccurately described himself as an African American and a veteran," and Capital Plus said it was "made aware" of the founders' loans "through an unidentified source sometime after they were approved" (p. 43). The Subcommittee's findings carry no penalty.

How a $2,500 fee was divided

Take the median Capital Plus loan, $19,332, brought in by Blueacorn. The rule entitled Capital Plus to $2,500 from the SBA within five days of disbursement. The documents give overlapping descriptions of what happened next.

The agreement. Capital Plus's lender service provider agreement was with Fin Cap, Inc., a Blueacorn subsidiary. Blueacorn told the Subcommittee it "was executed in January 2021, with an effective date of October 23, 2020, and was updated in February 2021" (House report, n. 137). Fin Cap's March 2023 application in Tarrant County describes "the operative, amended version" as executed on February 10, 2021, and says Donnelly, as Crossroads' chief executive, "had been the signatory for Capital Plus" (Fin Cap, Inc. v. Capital Plus Financial LLC, No. 352-341122-23, application, paras. 14 and 20). The YXS complaint quotes its Schedule A as requiring Capital Plus to "pay 47% of the total fees received on all PPP loans funded by [Capital Plus] during the time of this agreement" to Fin Cap "within five (5) business days upon receival of fees from the [SBA]" (Doc. 1, para. 19). Crossroads was not a party to the agreement.

Blueacorn's account. Blueacorn's lawyers described its pay differently: "an initial 20% share of SBA fees received by Capital Plus for each loan (with 50% of this amount held back until the borrower applied for SBA forgiveness for the underlying loan)," to cover internet marketing, and "41% of the remaining SBA fees (and 8% for two of Blueacorn's initial founders, who had since exited)" (House report, n. 154, quoting Blueacorn's letter of January 12, 2022). On $2,500 that is $500 plus $820, or $1,320: 52.8 percent of the fee. The founders' 8 percent was not Blueacorn's; Capital Plus paid it to their companies (below). It came to $160 if it ran on the fees left after the first 20 percent, as the letter can be read, or $200 if it ran on the whole fee, as the founders' complaint describes it. That would leave Capital Plus $980 to $1,020 before its own costs. The House report summarized the Blueacorn lenders' terms as "up to 70 percent" (p. 23).

The founders' 8 percent. On April 12, 2021, Capital Plus signed a settlement agreement with YXS Investments, Inc., Fin Cap and others "to settle a dispute relating to the ownership, operation, and management of Fin Cap." Section 1.2(a), as the complaint describes it, required Capital Plus to pay YXS 8 percent of all the fees Capital Plus received from the SBA "in accordance with the terms of the LSPA." At YXS's request, Capital Plus paid the money in equal halves to Proteck, LLC, whose sole member is Michael Cota, and FEFO Group, LLC, whose sole member is James Flores (YXS complaint, paras. 6–7, 20–24). The House report calls Cota a "Blueacorn Co-Founder" (p. 37) and Flores "another Blueacorn co-founder" (p. 23 and n. 158). Flores stipulated in his plea that "[a]s a result of Flores selling his ownership interest in Blueacorn, he received payments of at least $24 million" (Flores factual resume).

Womply's cut was to come out of Blueacorn's. From May 2021, Womply referred borrowers to Capital Plus through Blueacorn. Womply's contracts, a referral agreement and a developer order form both dated May 10, 2021, were with a different Blueacorn company, BA Fin Orion, LLC, not with Capital Plus or Crossroads. The order form gave Womply a technology fee of "the first $250 from any Lender Processing Fee, plus 1/3 of the remaining Lender Processing Fee after the $250 is subtracted" (Womply's First Amended Complaint, paras. 61 and 65). On a $2,500 fee that is $1,000. Blueacorn's lawyers told the Subcommittee that Womply "was to receive payment from Blueacorn upon Blueacorn's receipt of payment from Blueacorn's lending partner" (letter of March 25, 2022). Womply's contracts, as its complaint quotes them, had Blueacorn pay Womply within five days of receiving its own fees from Capital Plus (First Amended Complaint, para. 69). The complaint also alleges that Donnelly, for Crossroads and Capital Plus, "promised to pay Technology Fees" (para. 150). Womply's claim, $76,714,482.67, is 41 cents of each dollar of the $186,882,948 Womply says Capital Plus received on the Womply loans. At the 52.8 percent implied by Blueacorn's letter, Blueacorn's share of the same $186.9 million would have been about $98.7 million.

Bank referrals. For about 500 loans, Capital Plus "partnered with a handful of banks that referred loans to the Company" on "a third-party platform," and "paid an administration fee to the platform provider and the SBA authorized referral fees to the banks" (FY2021 annual disclosure, note 6).

What was actually paid is documented only in part. The House report says that, "[a]ccording to internal financial information," Capital Plus paid Blueacorn $386 million in PPP processing fees, from Blueacorn's cash-flow statement for January 1, 2021 to February 28, 2022 (p. 23 and nn. 152–153); the report does not say which Blueacorn company received it. Fin Cap's Tarrant County application puts the payments from March 2021 to November 2022 at $347,893,286.60, "directly to Blueacorn or to referral agents on Blueacorn's behalf" (paras. 17 and 24(a)). Womply alleged, on information and belief, that Capital Plus had paid Blueacorn "more than $500 million in fees from non-Womply loan transactions" (First Amended Complaint, para. 9). Womply's own table of fees collected, sent to the Subcommittee on April 14, 2022, shows a dash in both columns for BA Fin Orion d/b/a Blueacorn (Subcommittee's Womply documents, PDF p. 16). The Crossroads group's statements book the payments to all service providers as one line, in Capital Plus's column, and do not name the payees.

What the fees paid, and what stayed

The PPP money sits on two lines of the Crossroads group's income statement: "PPP administrative fees," the SBA's processing fees as recognized, and "PPP processing fees," the expense for the service providers. In every consolidating schedule we have, both lines appear only in Capital Plus's column, so the group's totals and Capital Plus's are the same number. Each figure below is Capital Plus's.

Fiscal year to Oct. 31PPP fees recognizedPPP processing-fee expenseBasis
2021$868,422,947$628,095,999audited group statements; Capital Plus column in the unaudited Schedule II
2022$50,774,445($8,597,435)FY2023 audited statements, comparative year; consolidating schedule
2023$10,032,357$4,027,849FY2023 audited statements; consolidating schedule
2024, nine months to July 31$7,046,388($12,640,611)unaudited Q3 FY2024 statements
Fiscal 2021–2023$929,229,749$623,526,413

The auditors treated the consolidating schedules differently in the two sets of statements. Baker Tilly, auditing fiscal 2021, said the schedules had "not been subjected to the auditing procedures applied in the audit" and expressed no opinion on them. Weaver and Tidwell, auditing fiscal 2022 and 2023, applied its audit procedures to them and said they were "fairly stated in all material respects in relation to the consolidated financial statements as a whole."

Capital Plus was still deferring about $10.6 million of fees at October 31, 2023 (FY2023 audited financials). Capital Plus's recognized fees less its processing-fee expense come to $305,703,336 for fiscal 2021 through 2023. That is before interest, salaries and income tax, and every consolidating schedule books the group's income tax in Crossroads' column, not Capital Plus's. Adding the unaudited nine months of fiscal 2024 gives $325,390,335. The SBA file priced loan by loan gives $937.3 million of fees for the 395,359 loans (Capital Plus lender page), within 1 percent of the recognized total plus the deferral.

Three different profits. Capital Plus's own results, the PPP program's contribution and the Crossroads group's results are three different numbers. Only the group's is on the face of the statements; the consolidating schedules give each company's:

Fiscal year to Oct. 31Capital Plus columnCrossroads' own columnCrossroads group, consolidated
2020$6,178,003($2,531,472)$3,646,531
2021$264,972,022($69,585,634)$195,398,349
2022$73,653,145($17,869,315)$56,705,023
2023$14,957,496($12,709,437)$19,275,598
2024, nine months (unaudited)$29,765,424($13,265,490)$29,268,695

Net income; the consolidated figure also includes the Rise Line and SPV columns and, in fiscal 2023, a $3,178,160 elimination. Capital Plus's column carries no income tax. Crossroads' column carries the tax for the group ($47,209,875 in fiscal 2021), the management bonus and its own interest and salaries, and has no PPP revenue. The fiscal 2020 and 2021 columns are from unaudited schedules; fiscal 2022 and 2023 are from the schedules Weaver and Tidwell examined (sources: FY2021 annual disclosure, Schedules I and II; FY2023 audited financials, consolidating statements; Q3 FY2024 statements).

The PPP program's own contribution is a third figure. Crossroads' note for fiscal 2021 puts "Net Income from PPP" at $256,860,836: fees and PPP interest of $895,201,988, less the processing fees and $10,245,153 of facility interest (FY2021 annual disclosure, note 6). All of those lines are Capital Plus's. At that year's end $256,159,538 of "Lender Service Provider Fees" was accrued and unpaid (note 8). The accrued liabilities in Capital Plus's column that day were $266,414,374.

The accrual that shrank in 2024. The Crossroads group's "PPP Accruals" were $202,491,793 at October 31, 2022 and $127,401,240 a year later. The fiscal 2023 audit says that "[p]rior to the arbitration, the Company had accrued $80 million in fees due to BlueAcorn," and that the accrual was kept while disputed (note 19). The note speaks for the group and does not say which column carries the $80 million; Capital Plus's column held $128,438,036 of the group's $134,571,512 of accrued liabilities at October 31, 2023. Those group accrued liabilities fell to $76,322,380 at July 31, 2024, of which Capital Plus's column carried $69,978,515. In the quarter to April 30, 2024, Capital Plus's "PPP processing fees" were a credit of $15,005,881 (Crossroads Impact Corp., Q2 and Q3 fiscal 2024 statements). The statements do not say why the expense turned negative, and do not mention Blueacorn.

Money between the two companies, and to owners and managers

Three kinds of record describe money moving between Capital Plus and Crossroads. The consolidating schedules document balances. The lawsuits allege a $335 million "loan." The consolidated statements show neither, because consolidation eliminates everything the two companies owe each other.

What the schedules document. Capital Plus's column carries an "intercompany receivable," money owed to Capital Plus by other companies in the group, and Crossroads' column (from 2022, also the SPVs') carries the matching "intercompany payable":

DateOwed to Capital PlusBasis
Oct. 31, 2020$21,553,266unaudited schedule
Oct. 31, 2021$304,252,816unaudited schedule
Jan. 31, 2022$304,602,816unaudited quarterly schedule
Apr. 30, 2022$333,936,137unaudited quarterly schedule
July 31, 2022$335,296,776unaudited quarterly schedule
Oct. 31, 2022$337,411,379schedule in the FY2023 audited statements
Oct. 31, 2023$64,493,762schedule in the FY2023 audited statements
July 31, 2024$105,772,873unaudited quarterly schedule

At October 31, 2021 the whole $304,252,816 was owed by Crossroads. At July 31, 2022, $312,653,577 was owed by Crossroads and $22,640,029 by the SPVs (FY2021 annual disclosure, Schedule I; quarterly disclosure, July 31, 2022, Schedule I; FY2023 audited financials; Q3 FY2024 statements). None of these documents calls the balance a loan, gives it terms or says what it paid for.

Capital Plus's column records no dividend or distribution to Crossroads in fiscal 2021: its accumulated earnings grew by exactly its net income after the $630,000 paid on its preferred units ($16,703,780 plus $264,342,022 is $281,045,802). In fiscal 2022 they grew by $86,375,070, more than that year's $73,023,145 of net income after preferred dividends; no document we have explains the difference (FY2021 annual disclosure, Schedules I and II; FY2023 audited financials, consolidating statements). In the fiscal 2023 schedule, Capital Plus's additional paid-in capital appears for the first time as negative $304,252,816, the exact amount Crossroads owed it at October 31, 2021, and it stays there in every 2024 schedule. That year Capital Plus's intercompany receivable fell from $337,411,379 to $64,493,762, and Crossroads' own paid-in capital rose by $304,576,961. Our reading of those entries, which no note describes: the fiscal 2021 balance was taken off the receivable line and charged against Capital Plus's equity, the way a distribution to a parent is recorded. No document we have calls it a dividend, a distribution or a forgiven loan.

Crossroads' own column shows the parent's cash at each end of fiscal 2021. It had $20,649 of cash on October 31, 2020, no revenue during the year, and $548,770 at the end, and in between it paid the $238,879,760 dividend and carried the $20,798,948 management bonus. The one large change on its side of the balance sheet is the $282,699,550 rise in what it owed Capital Plus. Our inference from that arithmetic: Capital Plus's PPP cash paid for the dividend and bonuses, and the schedules recorded it as an intercompany balance rather than as a distribution. The schedules for that year are unaudited, and no document says so directly.

What the lawsuits allege. Fin Cap, in its 2023 Tarrant County application, pointed to the July 31, 2022 schedule, "an 'Intercompany receivable' in the amount of approximately $335 million," and said Capital Plus had been "divesting itself of more than $300 million of its cash by 'loaning' it up to Crossroads"; it asked the court to garnish "Crossroads' intercompany debt to Capital Plus" (paras. 32 and 35). YXS alleged in 2024, on information and belief, that Crossroads funded the dividend and bonuses "by causing its subsidiary Capital Plus to make a $335 million intercompany 'loan' to Crossroads," made "with an intent to hinder, delay, or defraud its creditors," and asked the court to void it (YXS complaint, paras. 47, 75 and prayer c). The $335 million matches the July 31, 2022 receivable, $335,296,776. The balance is in the schedules; that it was a loan, a transfer made to defraud creditors, or a sign that Crossroads was Capital Plus's alter ego is what the plaintiffs alleged, and no court decided whether it was true. In the borrowers' Greathouse case, where Crossroads was a defendant, the court held on September 6, 2023, at the pleading stage, that allegations that Crossroads "upstreamed" PPP fees and advances were enough to plead actual fraud; that case settled and was dismissed with prejudice on May 22, 2024. In the YXS case the same judge denied a partial motion to dismiss by Capital Plus on September 17, 2024, in an order whose reasons the free docket does not show, and the case closed on February 7, 2025. No ruling on Fin Cap's Tarrant County application is in the free record (see "What was alleged against Crossroads, and what courts decided," below).

The dividend. Crossroads' July 2021 shareholder letter said: "Our strategic analysis concludes that we are now overcapitalized," and announced "a special dividend of $40 per share on July 26, 2021," adding that it would "still retain $120 million of liquidity." The same letter referred to "the windfall associated with the PPP loan program" (fiscal second-quarter 2021 letter; dividend release). Crossroads paid it to Crossroads' shareholders. On 5,971,994 shares that is $238,879,760, the figure on the group cash-flow statement's line for "Common equity distributions." It is 1.22 times the Crossroads group's net income for the fiscal year, $195,398,349, and 0.90 times the net income in Capital Plus's column, $264,972,022.

How much of the dividend went to whom is alleged, not documented. The YXS complaint alleges, on information and belief, that about $28.5 million of it went to Donnelly and about $25 million to Giga (para. 45). At $40 a share, the holdings Crossroads' table lists for Donnelly's trust and Giga Investments come to $28,743,600 and $24,747,320 (computed). The Greathouse borrowers alleged, and the court recited in its September 6, 2023 opinion, that Alpert and Donnelly "together owned 62.8% of outstanding shares," for "a $149,918,480 payday between the two individuals" (opinion on the motions to dismiss, p. 3). Crossroads' own table at October 31, 2021 lists Alpert and Donnelly at 21.2 percent together, and Webb, Alpert's partner in 210/CRDS, at another 10.8 percent. The table is dated three months after the dividend was paid, and Crossroads has published no list of payments.

The bonus. The Crossroads group's fiscal 2021 income statement has a line for "Management bonus": $20,798,948, against salaries and wages of $3,841,942. Crossroads said the figure "includes a $3 million accrual." Its compensation table for 2021 lists a bonus of $8,899,474 each for Donnelly and Giga, on salaries of $350,000 and $300,000 (FY2021 annual disclosure). The two bonuses add to $17,798,948; with the $3 million accrual that is the income-statement line to the dollar. The same disclosure says "[t]he three independent board members were paid a one-time bonus of $300,000 during 2021" and does not say which line carries it. The consolidating schedule books the whole bonus in Crossroads' column, although the two executives' employment agreements are with Capital Plus. The YXS complaint's figure, "$18 million in bonus payments to Mr. Donnelly and Ms. Giga in 2021," is within $201,052 of the table's total.

The later bonus figures are smaller. YXS alleged "$3 million in management bonuses in 2022 and another $5 million in management bonuses in 2023" (para. 49). The audited statements show a management-bonus expense of nothing in fiscal 2022 and $2,000,000 in fiscal 2023, booked in Crossroads' column. They show accrued management bonuses of $3,000,000 at October 31, 2022 and $5,000,000 at October 31, 2023 (FY2023 audited financials, statement of operations and note 8).

Cash. YXS pointed to Capital Plus's "over $275 million in cash" at October 31, 2021; Capital Plus's column shows $275,979,850. It then alleged that the group had "less than $70 million" at July 31, 2022 and that Crossroads' consolidated cash was less than $47 million at January 31, 2024 (paras. 50–52). The July 31, 2022 statements we have show $86,963,090 for the group, $85,937,253 of it in Capital Plus's column. The group's quarterly statements for January 31, 2024 show cash and cash equivalents of $46,936,708, of which $46,701,793 is in Capital Plus's column; restricted cash of $23,612,782 is a separate line.

Fees to the directors' other company. From September 14, 2021, Enhanced Capital Group, the impact-investing manager of P10, Inc., advised Crossroads. It received "a 1.5% monthly management fee on performing loans and an incentive fee of 15% over a 7% hurdle rate." The note calls the amounts accrued to it "[p]rocessing fees": $10.4 million in fiscal 2023 and $3.0 million in fiscal 2022 (FY2023 audited financials, note 18). The note identifies Alpert and Webb as co-chief executives and directors of P10.

What was alleged against Crossroads, and what courts decided

Crossroads was sued in three of the civil cases, always beside Capital Plus. None produced a finding against it.

CaseCrossroads named asWhat was alleged against CrossroadsWhat a court decided
Womply v. Capital Plus (N.D. Tex. 3:21-cv-02636)"Crossroads Systems, Inc.," defendantgrouped with Capital Plus and Donnelly as the "Capital Plus Defendants" on the tort, estoppel and declaratory counts; the contract count named Capital Plus, not Crossroads; no alter-ego claimPleading-stage ruling on the counts; settled; dismissed with prejudice Jan. 5, 2023. No finding on Crossroads.
Greathouse (E.D. Ark. 4:21-cv-01243; N.D. Tex. 4:22-cv-00686)"Crossroads Systems, Inc.," then "Crossroads Impact Corp.," defendantbreach of contract through alter ego and veil piercingSept. 6, 2023: the Fort Worth court held the complaint alleged actual fraud well enough, at the pleading stage, to keep the claims against Crossroads. Settled; dismissed with prejudice May 22, 2024.
YXS v. Capital Plus (N.D. Tex. 4:24-cv-00664)"Crossroads Systems, Inc. d/b/a Crossroads Impact Corp.," defendantalter ego; fraudulent transfer of the $335 million "loan"No ruling on those claims in the free record; case closed Feb. 7, 2025.
Fin Cap v. Capital Plus (Tarrant County 352-341122-23)garnisheeowed Capital Plus an intercompany debt that Fin Cap sought to garnishNo ruling in the free record.

In Greathouse the court applied the Texas statute that shields a company's owner from its contract debts unless the owner "caused the corporation to be used for the purpose of perpetrating and did perpetrate an actual fraud." Reciting the complaint, it wrote that Crossroads "upstreamed hundreds of millions of dollars in PPP-related loan processing fees and PPPLF loan advances" and that "[c]onsidering the full context of the complaint ... actual fraud is met" (opinion, pp. 20–23). That is a ruling that the allegations were sufficient to proceed, not a finding that they were true, and the case settled before any trial. The arbitration and the Arizona case were between Fin Cap and Capital Plus alone.

The disputes

Womply v. Capital Plus (Dallas County, then N.D. Tex. No. 3:21-cv-02636-B)

The claim. Oto Analytics, Inc. d/b/a Womply sued Capital Plus Financial, LLC, Crossroads Systems, Inc., Donnelly, BA Fin Orion, LLC d/b/a Blueacorn and Blueacorn's chief executive, Barry Calhoun, in Dallas County on September 9, 2021 (No. DC-21-13097). The defendants removed the case to federal court on October 25 (notice of removal). Womply's amended complaint of December 23, 2021 described Capital Plus as "a wholly owned subsidiary of Crossroads" and Donnelly as Crossroads' chief executive who had also run Capital Plus "[u]ntil August 30, 2021" (paras. 13–14). It claimed $76,714,482.67: "approximately $9 million" under the referral contract and "approximately $67 million" under the technology contract (paras. 6 and 79). It alleged that Capital Plus had received $186,882,948 in SBA fees on the 86,521 Womply loans (para. 76).

Womply's account of the deal: it hesitated to contract only with Blueacorn, and on May 11, 2021 Donnelly and Calhoun told its chief executive on a call that the SBA fees would go into a joint Blueacorn–Capital Plus account at Evolve Bank & Trust that Womply could see (para. 58). It signed with BA Fin Orion on May 19 in reliance on that call (para. 59). It alleged that the fees went instead to "an account controlled solely by Capital Plus" (para. 8), and that Capital Plus withheld Blueacorn's fees on the Womply loans as leverage while Blueacorn pressed Womply for documents (paras. 83–84). After Womply sued, it alleged, Capital Plus "saw an opportunity to reap a massive windfall for itself, claiming for the first time that Capital Plus was prohibited by SBA rules from paying Blueacorn" (para. 7). These are allegations.

The defense. Capital Plus, Crossroads and Donnelly argued that Womply was an SBA "agent." As an agent without a direct contract with the lender, they said, Womply could not hold Capital Plus "responsible" for fees; it had filed no compensation agreement with the SBA; and its fees exceeded the 1 percent cap on agent fees. The technology fee, they argued, "compensated Womply for processing applications and referrals[,] . . . the same bundle of services" (Doc. 43; opinion of May 11, 2022). Crossroads told its investors that it "denies allegations of any wrongdoing and intends to vigorously defend the case" (FY2021 annual disclosure). Blueacorn and Calhoun were dismissed for lack of personal jurisdiction on April 11, 2022 (order).

The ruling. On May 11, 2022, Judge Jane J. Boyle dismissed five counts without prejudice, holding that "the statutory and regulatory framework forecloses Womply's claims for SBA Fees from Capital Plus, since Womply did not directly contract with Capital Plus." She kept the counts for a declaratory judgment, fraud, tortious interference and civil conspiracy. She found that "the Referral Fees and Technology Fees are for distinct services," and, "based on the information before the Court at this stage of litigation," did not find that the SBA regulation "clearly precludes the collection of a Technology Fee" (opinion, pp. 15–19, 29). That was a ruling on the pleadings. Crossroads told investors that Womply filed a second amended complaint on July 12, 2022 (quarterly disclosure, July 31, 2022); on July 20 the court gave Womply leave to file one repleading its claims against the Blueacorn defendants (order of July 20, 2022).

The outcome. On November 14, 2022, "[p]er the 151 ADR summary, the parties have settled this case," and the court closed it administratively (Doc. 152). The parties stipulated to dismissal on January 4, 2023, and the court dismissed all claims with prejudice on January 5, 2023, each side bearing its own costs (Docs. 155, 156). The settlement terms are not public, so no document says whether Capital Plus, Crossroads, BA Fin Orion or anyone else paid Womply, or how much. The dismissal order records no finding against any party, and a settlement is not an admission by either side.

Fin Cap (Blueacorn) v. Capital Plus: AAA No. 01-23-0001-1748

The claim and the defense. The Crossroads group described the case in its audited statements: "In March 2023, BlueAcorn filed a demand for arbitration alleging breach of the parties' Loan Service Provider Agreement relating to Paycheck Protection Program ('PPP') loans claiming fees owed. Capital Plus filed counterclaims in May 2023, and the case is set for a hearing in February 2024." The party to that agreement on Blueacorn's side is Fin Cap, Inc., which also brought the Tarrant County and Arizona filings. On August 24, 2023 the arbitrator gave Capital Plus "interim access to a wide range of loan-related documentation," and Capital Plus posted a $5 million bond. The group kept its $80 million accrual for Blueacorn "pending the outcome of the arbitration," while saying that "the Company disputes that these amounts are owed" (FY2023 audited financials, note 19). The demand, Capital Plus's counterclaims and the hearing record are private.

The arithmetic on the amount. Blueacorn's cash-flow statement, as the House report describes it, shows $386 million received from Capital Plus through February 28, 2022. The Crossroads group had accrued another $80 million as due to Blueacorn before the arbitration, while disputing that it was owed: $466 million in all. The SBA file supports $937.3 million of fees on the 395,359 loans Capital Plus originated; that figure already leaves out the 1,402 loans bought from Hanmi Bank. At the 52.8 percent implied by Blueacorn's letter, Blueacorn's share of it comes to about $494.9 million; at the 47 percent of the Schedule A the YXS complaint quotes, about $440.5 million. Neither figure includes the founders' 8 percent, which Capital Plus paid to their companies. The roughly 500 bank-referred loans went through "a third-party platform" (note 6) and are not identified in the SBA file. Even if they were the 500 largest loans in the book, their fees would total at most $6.5 million, or $3.4 million at 52.8 percent. (All computed from the loan-level fee model and the rates quoted above.)

Set beside the $466 million, the 52.8 percent rate leaves about $25 million to $29 million unaccounted for, and the 47 percent rate leaves nothing. That difference is a reconciliation item, not a finding of underpayment. Any payment Capital Plus made to Blueacorn between March 2022 and the arbitration would reduce it, and no document we have shows those payments. What the contract required, loan by loan, was for the arbitrator to decide, and the award is under seal. Fin Cap's own figures are larger and are its claim: it said Schedule A required Capital Plus to pay $550,437,628.38 and that Capital Plus owed $244,166,298.44 in all (Tarrant County application, paras. 24(a) and 37).

The federal case. Fin Cap Incorporated sued Capital Plus in federal court in Phoenix on April 3, 2025 (D. Ariz. No. 2:25-cv-01122). Crossroads is not a party. Fin Cap asked the court to confirm the arbitrator's Final Award of April 29, 2024 and filed the award under seal (application). On the parties' stipulation, the court confirmed the award and ordered judgment "in favor of Blueacorn and against Capital Plus Financial, LLC as described in the Final Award", with neither side awarded fees or costs (order, signed May 20, 2025). The clerk entered judgment on May 21, 2025, amended it the same day, and the case closed (clerk's judgment; amended judgment). The award is still under seal, so its amount is not public.

The Texas filing. A copy of an application by Fin Cap for prejudgment writs against Capital Plus bears the file stamp of the 352nd District Court of Tarrant County (No. 352-341122-23, March 23, 2023); the filing has no source document on this site, and no ruling on it is in the free record. It sought to attach Capital Plus's assets and to garnish Capital Plus's accounts at Evolve Bank & Trust and Crossroads' intercompany debt to Capital Plus (para. 35).

Crossroads' investor letter of January 8, 2025 does not mention Blueacorn or the arbitration.

YXS Investments, Proteck and FEFO v. Capital Plus (N.D. Tex. No. 4:24-cv-00664-P)

The claim. YXS, Proteck and FEFO sued Capital Plus Financial, LLC, "Crossroads Systems, Inc. d/b/a Crossroads Impact Corp.," Donnelly and Giga in Fort Worth on July 17, 2024. Proteck and FEFO belong to Michael Cota and James Flores, both described in the House report as Blueacorn co-founders. The counts were breach of contract, breach of the covenant of good faith, fraudulent transfer, and money had and received, and the complaint pleaded that Crossroads was Capital Plus's alter ego (YXS complaint, Doc. 1). The plaintiffs alleged that Capital Plus began withholding 10 percent of their 8 percent on or about June 18, 2021, without telling them (paras. 27–28). On February 8, 2022, they alleged, Giga told them so in writing. Capital Plus was holding back 10 percent, she wrote, until the resolution of "any issues that may come about as loans go through the forgiveness and repayment process and any SBA refund issues that we [Capital Plus] has to resolve," which "could take up to 5 years." Capital Plus, she wrote, "will let you know when we are ready to release these funds" (paras. 29–33). Her reconciliation, they said, put the amount at $4,879,761.04 at December 31, 2021 and $4,935,371.04 by August 31, 2022 (paras. 34–36).

They alleged that the true figure "may exceed $25 million—8% of the more than $900 million in fees" (para. 37); that when they demanded payment on May 7, 2024, Capital Plus said it was "shocked" (paras. 54–56); and that Capital Plus meanwhile moved cash to Crossroads, which paid it to insiders, as described above. These are allegations.

The defense. The court denied a partial motion to dismiss by Capital Plus on September 17, 2024 (Doc. 18). Capital Plus answered, and on January 8, 2025 filed a counterclaim and third-party complaint against Flores and Cota (Doc. 41); by then both were federal criminal defendants. Capital Plus's pleadings are not in the free court record, so its account of the 8 percent and the holdback is not public online.

The outcome. A trial had been set for November 3, 2025 (Doc. 23). The case was closed on February 7, 2025. The entries that say how are not in the free record.

The founders' criminal cases ran alongside. Cota pleaded guilty on January 31, 2024 and was sentenced to three years of probation and $1,844,410.40 in restitution (judgment). Flores pleaded guilty to conspiracy to commit wire fraud on December 11, 2024; he was sentenced to 41 months, and the amended judgment of September 25, 2025 set restitution at $64,391,256.84, joint and several with Reis and Hockridge (amended judgment). See James Flores and Michael Cota.

Greathouse v. Capital Plus (E.D. Ark. No. 4:21-cv-01243; N.D. Tex. No. 4:22-cv-00686-P)

The claim. Eric Greathouse, an Arkansas insurance-inspection business owner, sued Capital Plus Financial, LLC and Crossroads Systems, Inc. on December 29, 2021 for himself and a proposed nationwide class of borrowers whose loans the SBA had approved but who, he alleged, never received the money (complaint). The Arkansas court dismissed the case for lack of personal jurisdiction on July 19, 2022 (order, Doc. 54). Eight borrowers refiled in Fort Worth on August 9, 2022 against Capital Plus, Crossroads Impact Corp., Donnelly and Alpert, for breach of contract, unjust enrichment and violations of California and North Carolina consumer-protection law (complaint).

The ruling on the pleadings. On September 6, 2023, the court dismissed the unjust-enrichment counts and let everything else proceed, including the claims against Crossroads through Capital Plus and against Donnelly and Alpert personally. The opinion said the plaintiffs alleged that the defendants "capitalized on the exorbitant government fees given for approving PPP loans while never disbursing the funds," and that "[w]hen such an egregious abuse of public trust is apparent, the Court cannot dismiss this case on the pleadings alone" (opinion, p. 1). The sentence before it reads: "because of the striking allegations in their complaint, this Court must allow many of Plaintiffs' claims to proceed."

The defense, and the class ruling. At class certification Capital Plus answered borrower by borrower. It said it had disbursed six named plaintiffs' loans and their banks had returned the money, citing the ACH return codes: "Credit Entry Refused by Receiver," "Account Closed," "No Account/Unable to Locate Account," and, for one, "File Record Edit Criteria" with the notation "QUESTIONABLE." It said one plaintiff's loans were cancelled for "inconsistent" paperwork and suspected fraud, and that another's funds went by ACH and never came back. The plaintiffs did not dispute that the six loans had been disbursed and returned. The same day, the court denied class certification: the rule requiring cancellation within 20 days covers only a borrower who fails to submit required documents, and the named plaintiffs' loans failed for different reasons (class-certification opinion, pp. 10–11). Crossroads told investors in its fiscal 2021 disclosure that it "denies allegations of any wrongdoing."

The outcome. The parties jointly moved on April 19, 2024 to stay the case until a settlement was completed (Doc. 123) and filed a joint stipulation of dismissal with prejudice on May 22, 2024 (Doc. 125). The terms are not on the docket.

The House report, the SBA review and the Justice Department

The House Select Subcommittee published its staff report on December 1, 2022. On December 8 the SBA said it had "immediately suspended non-lenders Blueacorn and Womply" and had "launched a full investigation" of eight lenders named in the report, Capital Plus among them (SBA statement). Capital Plus was not suspended.

By the account in the Crossroads group's audited statements, Capital Plus signed a "Voluntary Agreement" with the SBA on January 6, 2023 for "enhanced supervision by and reporting to SBA," answered "numerous requests for information" about its loans and its "BSA, AML, and KYC policies and practices," and saw the SBA pause "all guaranty purchase requests" during the review. The same statements say that on August 28, 2023 the SBA "notified Capital Plus that it had concluded its investigation and review of Capital Plus with no material adverse findings" (FY2023 audited financials, note 19). By early 2024, they say, it had approved "over 47,000" guaranty purchase requests. We found no SBA record of this.

From early 2022, Crossroads' quarterly disclosures said that "Congress and the Department of Justice are investigating paycheck protection program lending, including the Company's subsidiary, Capital Plus Financial. The Company is cooperating in these investigations" (quarterly disclosure, January 31, 2022). No public record shows how the Justice Department inquiry ended.

Capital Plus in the criminal cases

Prosecutors later described the Bedford lender as one Blueacorn's pipeline deceived. Reis's stipulated factual resume says he and his co-conspirators submitted applications "that they knew contained materially false information in order to make more money, causing Lender-2, based in Bedford, Texas to transfer loan funds to borrowers" (Reis factual resume). Flores's factual resume says "a lender based in Bedford, Texas" (Flores factual resume). Neither resume names the lender. Capital Plus has its headquarters in Bedford, and Hockridge's lawyers, arguing venue, wrote that the Texas bank whose transfers were charged, Happy State Bank, "is merely a depository branch for Capital Plus" (United States v. Reis, N.D. Tex. No. 4:24-cr-00287-O, Doc. 216). Reis and Hockridge were each sentenced to ten years (DOJ release on Reis, December 18, 2025); both have appealed. The Blueacorn profile carries those cases.

The Justice Department named Capital Plus outright in the Oregon case against two brothers from Sedona, Arizona. Eric Karnezis submitted at least 350 fraudulent applications "through Blueacorn, a lender service provider, to Capital Plus Financial," within at least 1,300 applications that sought at least $178 million, of which about $105 million was funded (DOJ release, March 21, 2025). In March 2026 a co-defendant, Fredrico Williams, argued that the government could not treat Capital Plus as a deceived "victim" lender and asked for its evidence on Blueacorn and Capital Plus (United States v. Karnezis, D. Or. No. 3:23-cr-00067-IM, Doc. 152). The court ruled on the motion on July 31, 2026 (Doc. 192); that order is not public on the free docket.

At least 47 federal criminal dockets name Capital Plus, most of them as the lender on loans that borrowers, preparers or referral agents were charged with obtaining by fraud. Some end in small restitution orders payable to it: a Manhattan restitution schedule lists "Capital Plus Financial LLC" as payee of $62,496 (S.D.N.Y. No. 1:23-cr-00623, Doc. 105), and an Eastern District of Washington pretrial diversion agreement requires the defendant to "repay the loan servicer, Capital Plus Financial" (E.D. Wash. No. 2:23-cr-00118, Doc. 12). Many charging papers do not name the lender; one calls it "Lender-3," "a CDFI headquartered in Bedford, Texas" (Arriaga information). The count is a floor.

Three smaller cases

  • Tate v. Capital Plus (D. Haw. No. 1:25-cv-00349). Two pro se plaintiffs sued Capital Plus, Prestamos and seven other lenders on August 14, 2025, alleging that strangers used their identities to obtain PPP loans (complaint). The court dismissed the case without prejudice for improper venue on October 17, 2025, before any defendant was served (order). There was no ruling on the merits.
  • Blueacorn v. PayNerd (Del. Super. No. N21C-12-118). Blueacorn's fight with its main marketing vendor reached Capital Plus through a Texas deposition subpoena to Giga, as Capital Plus's chief financial officer, served May 20, 2024 under a Delaware commission (Denton County No. 24-4384-431). Neither Capital Plus nor Crossroads is a party. The Blueacorn profile covers the case.
  • Rise Line Business Credit v. Rodriguez (S.D. Fla. No. 1:24-cv-23118). A commercial-lending suit by Rise Line, Crossroads' asset-based lending subsidiary; it does not concern PPP or Capital Plus.

The Blueacorn lawsuits on one timeline: Blueacorn in court, 2021–2026.

Crossroads expands, then a $356 million unwind

Crossroads, the parent, expanded after the program and reversed most of the expansion in December 2024.

On September 14, 2021 Crossroads signed the advisory agreement with Enhanced Capital Group, and on September 24 it bought Rise Line Business Credit (FY2021 annual disclosure). On December 16, 2021 Crossroads reached "an agreement in principle to acquire Fountainhead," one of Womply's partner lenders, subject to SBA approval; the deal was "expected to close in the first half of 2022" (FY2021 annual disclosure; release). No document we have shows a closing. On January 5, 2022 Crossroads said it would be known as Crossroads Impact Corp. (release). On May 19, 2022 it formed three SPVs "for the sole purpose of holding impact loans" (FY2023 audited financials, note 1).

Capital Plus also kept drawing on federal CDFI programs. Treasury's CDFI Fund listed Capital Plus for a $1,826,265 CDFI Rapid Response Program award in the round announced June 15, 2021; the grant income is in Capital Plus's column of the fiscal 2021 schedule. That is 0.21 percent of the year's PPP fees. On September 30, 2022 the CDFI Fund announced a $125 million guaranteed bond to be issued on Capital Plus's behalf under the CDFI Bond Guarantee Program (CDFI Fund news release 486), and Capital Plus drew $8 million from it on February 28, 2023 (Crossroads news post, March 13, 2023). The bond liability sits in Capital Plus's column, and CPF BGP 2022, LLC is Capital Plus's subsidiary (FY2023 audited financials, note 1).

On July 11, 2022, Crossroads announced "$180 million" of equity from funds managed by P10 and Conversant Capital at $10.76 a share (release). The audited accounts show what closed. P10 Commenda funds bought 4,646,840 Crossroads shares for $50 million on July 6, 2022 and 1,394,052 more for $15 million on August 1. A separate block was carried as "common stock subject to possible redemption," 10,687,727 shares at $11.98, or $128,038,969, at October 31, 2023 (FY2023 audited financials). These were shares of Crossroads; Capital Plus's common equity stayed with Crossroads.

On December 23, 2024 Crossroads reversed the arrangement. Its letter to investors of January 8, 2025 says it redeemed the stock of "its two institutional investors" at "the tangible book value of the Company as of September 30, 2024," and sold them preferred equity investments "for approximately $62M in cash." It also transferred "all of the Company's impact assets, excluding CDFI assets, totaling approximately $356 million together with the associated debt in exchange for the redemption of approximately 16 million Crossroads shares and net cash consideration of approximately $60.0 million." The cash, it said, "will be used to pay off a bridge loan and the Company's accrued liabilities." The Enhanced advisory agreement ended, and about 5.5 million Crossroads shares remained outstanding. The letter's only word on PPP: "The Company also continues to work through the outstanding PPP loans with the SBA" (Crossroads Impact Corp., investor update, January 8, 2025). P10's 2024 annual report adds that the impact portfolio went into two new companies called "Clifford," which the P10 funds took in exchange for their Crossroads stock, and that Enhanced Capital manages Clifford for "approximately 1.5% per year of the capital deployed" (P10, Inc., Form 10-K for 2024, note 12).

On February 23, 2026, Harvest Commercial Capital, a Laguna Hills lender majority-owned by an affiliate of Medalist Partners, announced a merger with Crossroads Impact (Business Wire release). The release describes Harvest Commercial Capital as founded in February 2016 and based in Laguna Hills; Harvest Small Business Finance, of Laguna Hills, was one of Womply's partner lenders in 2021. As of September 2026, Crossroads' website carried no audited statements for fiscal 2024 or 2025.

Timeline

DateEventSource
Aug. 14, 1992Capital Plus, Inc. formed in Texas at 2247 Central Drive, BedfordTexas Comptroller record 17524437930
2014Giga "partnered to acquire Capital Plus Inc and form Capital Plus Financial"; Donnelly becomes Capital Plus's chief executiveFY2021 annual disclosure
Aug. 13, 2017Crossroads Systems files prepackaged Chapter 11 with 210/CRDS supportFY2021 annual disclosure; Bankr. W.D. Tex. 17-51926
Sept. 14, 2017Crossroads files Form 15 to deregisterSEC Form 15-12B
Dec. 18, 2017Crossroads buys all of Capital Plus's common equity for $30.8 million and 2,955,028 Crossroads sharesFY2021 annual disclosure
Apr. 13, 2020Capital Plus's own $376,800 PPP loan approved, from Simmons BankSBA data
June 23, 2020CFPB consent order against Vose's Harbour Portfolio AdvisorsCFPB 2020-BCFP-0004
Oct. 23, 2020Effective date of the Capital Plus–Fin Cap (Blueacorn) agreementHouse report n. 137; YXS complaint para. 18
Jan. 11, 2021Blueacorn partnership announced; agreement executed in JanuaryCrossroads release; House report n. 137
Feb. 2021Agreement updated (Fin Cap: amended version executed Feb. 10)House report n. 137; Tarrant County application
Feb. 2–July 30, 2021Federal Reserve PPPLF advances to Capital Plus, about $6.46 billionFederal Reserve PPPLF disclosures
Apr. 12, 2021Settlement over Fin Cap ownership; Capital Plus agrees to pay YXS 8 percentYXS complaint paras. 20–23
May 10–19, 2021Womply–BA Fin Orion contracts dated May 10; May 11 call; signed May 19Womply FAC paras. 58–61
May 20, 202134,683 Capital Plus approvals in one daySBA data
June 8, 2021Giga asks Blueacorn for a list of insider loansHouse report p. 37
June 18, 2021Capital Plus begins withholding 10 percent of YXS's share (alleged)YXS complaint para. 27
July 26, 2021Crossroads pays its $40 special dividend, $238,879,760Q2 FY2021 letter; FY2021 annual disclosure
Aug. 30, 2021Donnelly steps down as Capital Plus chief executive, stays at Crossroads; Vignarajah succeeds himWomply FAC para. 14; Maryland Matters; Crossroads release, Sept. 14, 2021
Sept. 9, 2021Womply sues in Dallas CountyNotice of removal
Sept. 14, 2021Crossroads' advisory agreement with Enhanced Capital GroupFY2021 annual disclosure
Oct. 31, 2021Fiscal year ends: Capital Plus's fees $868.4 million; Capital Plus column net income $265.0 million; group net income $195.4 million; Crossroads owes Capital Plus $304.3 millionFY2021 annual disclosure, Schedules I and II
Dec. 16, 2021Crossroads' agreement in principle to buy FountainheadCrossroads release
Dec. 29, 2021Greathouse class action filed in ArkansasComplaint
Jan. 5, 2022Crossroads announces it will be known as Crossroads Impact Corp.Crossroads release
Feb. 8, 2022Giga email on the 10 percent holdback (alleged)YXS complaint paras. 29–35
Apr. 11, 2022Blueacorn and Calhoun dismissed from Womply's caseOrder
May 11, 2022Womply's fraud, conspiracy, interference and declaratory counts surviveOpinion
May 19, 2022Crossroads forms three SPVsFY2023 audited financials, note 1
June 2022Crossroads Systems, Inc. changes its name to Crossroads Impact Corp.FY2023 audited financials, note 1
July 6–11, 2022P10 and Conversant investment in CrossroadsFY2023 audited financials; release
July 19, 2022Arkansas court dismisses Greathouse for lack of personal jurisdictionOrder, Doc. 54
July 31, 2022Intercompany receivable in Capital Plus's column: $335,296,776Q3 FY2022 disclosure, Schedule I
Aug. 9, 2022Greathouse refiled in Fort WorthComplaint
Sept. 30, 2022$125 million CDFI bond guarantee for Capital Plus announcedCDFI Fund news release 486
Nov. 14, 2022Womply case settled and closed administrativelyDoc. 152
Dec. 1, 2022House Select Subcommittee reportHouse report
Dec. 8, 2022SBA says it has suspended Blueacorn and Womply and is investigating eight lendersSBA statement
Jan. 5, 2023Womply case dismissed with prejudiceDoc. 156
Jan. 6, 2023Capital Plus signs Voluntary Agreement with the SBAFY2023 audited financials, note 19
Mar. 2023Blueacorn files arbitration demand; Fin Cap's Tarrant County application file-stamped Mar. 23FY2023 audited financials; Tarrant No. 352-341122-23
Apr. 2023CRSS delistedFY2023 audited financials, note 1
May 2023Capital Plus counterclaimsFY2023 audited financials, note 19
Aug. 24, 2023Arbitrator grants Capital Plus interim document access; $5 million bondFY2023 audited financials, note 19
Aug. 28, 2023The Crossroads group's audited statements say the SBA told Capital Plus its review had ended "with no material adverse findings"; we found no SBA record of thisFY2023 audited financials, note 19
Sept. 6, 2023Greathouse: dismissal motions mostly denied, claims against Crossroads kept; class certification deniedOpinions
Oct. 31, 2023Capital Plus's paid-in capital shows negative $304,252,816; its intercompany receivable is $64.5 millionFY2023 audited financials, consolidating balance sheet
Jan. 1, 2024Vignarajah leaves Capital Plus for Sanford Heisler SharpSanford Heisler Sharp release
Jan. 31, 2024Cota pleads guiltyPlea agreement
Apr. 30, 2024Capital Plus's PPP processing expense for the quarter is a $15,005,881 creditQ2 FY2024 statements
May 22, 2024Greathouse dismissed with prejudice after settlementDoc. 125
July 17, 2024YXS, Proteck and FEFO sueYXS complaint
Dec. 11, 2024Flores pleads guiltyFactual resume
Dec. 23, 2024Crossroads redeems the institutional investors; $356 million of impact assets transferredInvestor update, Jan. 8, 2025
Jan. 8, 2025Capital Plus counterclaims against Flores and CotaYXS docket, Doc. 41
Feb. 7, 2025YXS case closedYXS docket
Mar. 20 and 21, 2025Karnezis brothers plead guilty; DOJ release of Mar. 21 names Capital PlusDOJ release
Apr. 3, 2025Fin Cap sues Capital Plus in D. Ariz.D. Ariz. 2:25-cv-01122 docket
May 21, 2025Court confirms the arbitration award of Apr. 29, 2024 (order signed May 20) and enters judgment for Blueacorn; case closedD. Ariz. 2:25-cv-01122, Docs. 16–18
Oct. 17, 2025Tate dismissed for improper venueOrder
Dec. 18, 2025Reis sentenced to ten yearsDOJ release
Feb. 23, 2026Harvest Commercial Capital and Crossroads Impact announce mergerBusiness Wire release

Notes on the accounts

Two net incomes for fiscal 2021. The Crossroads group's audited statement of operations for the year to October 31, 2021 reports net income of $195,398,349, and the audited cash-flow statement in the same document starts from the same figure. Crossroads' unaudited fourth-quarter statements for fiscal 2022, which carry fiscal 2021 as the comparative year, repeat $195,398,349 on the statement of operations but open the fiscal 2021 column of the cash-flow statement with net income of $250,220,790, which is $54,822,441 more. The same document reports a group net loss of $54,854,318 for the three months to October 31, 2021, which is $31,877 more than the gap. Neither document explains the cash-flow figure (FY2021 annual disclosure; Crossroads Impact Corp., fourth-quarter fiscal 2022 OTC financial statements).

The fiscal 2022 figures moved as well. The unaudited fourth-quarter statements report group net income for fiscal 2022 of $58,087,229 and accrued liabilities of $210,195,896 at October 31, 2022. The audited statements a year later carry the same year at $56,705,023 and $206,730,085.

Sources

Company disclosures (Crossroads Systems, Inc. / Crossroads Impact Corp., for the group and its consolidating columns)

Court records

Government records

News and releases

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