SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

                  FOR THE QUARTERLY PERIOD ENDED JULY 31, 2002

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

           For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER O-24512


                               ANZA CAPITAL, INC.
             (Exact name of registrant as specified in its charter)

                          NEVADA                      88-1273503
              (State or other jurisdiction of     (I.R.S.  Employer
             incorporation or organization)      Identification No.)

                     3200 BRISTOL STREET, SUITE 700
                            COSTA MESA, CA                   92626
              (Address of principal executive offices)     (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (714) 866-2100


     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.    Yes  X  No.
             --

     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.
Yes   No.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the latest practicable date.  As of September 16, 2002,
there  were  42,559,328  shares  of  common  stock  issued  and  outstanding.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

                              Yes _____   No  X  .
                                             ---

<PAGE>
                               ANZA CAPITAL, INC.



                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item  1          Financial  Statements

Item  2          Management's  Discussion  and  Analysis  or  Plan of Operations

                                     PART II

Item  1          Legal  Proceedings

Item  2          Changes  in  Securities  and  Use  of  Proceeds

Item  3          Defaults  Upon  Senior  Securities

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders

Item  5          Other  Information

Item  6          Exhibits  and  Reports  on  Form  8-K


                                        2
<PAGE>
                                     PART I


This  Quarterly Report includes forward-looking statements within the meaning of
the  Securities Exchange Act of 1934 (the "Exchange Act").  These statements are
based  on  management's  beliefs  and  assumptions, and on information currently
available  to  management.  Forward-looking  statements  include the information
concerning  possible  or assumed future results of operations of the Company set
forth  under  the  heading  "Management's  Discussion  and Analysis of Financial
Condition  or  Plan  of  Operation."  Forward-looking  statements  also  include
statements  in  which  words  such  as "expect," "anticipate," "intend," "plan,"
"believe,"  "estimate,"  "consider"  or  similar  expressions  are  used.

Forward-looking  statements  are  not  guarantees  of  future performance.  They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM  1     FINANCIAL  STATEMENTS

                                        3
<PAGE>
                               ANZA CAPITAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
<S>                                                             <C>
                                                                July 31, 2002
                                                                --------------
ASSETS
Current Assets:
 Cash and cash equivalents . . . . . . . . . . . . . . . . . .  $    1,264,534
 Commissions and accounts receivable . . . . . . . . . . . . .       1,626,499
 Loans held for sale . . . . . . . . . . . . . . . . . . . . .       2,549,246
 Advances to employees . . . . . . . . . . . . . . . . . . . .         138,269
 Prepaid and other current assets. . . . . . . . . . . . . . .          55,850
                                                                --------------
Total current assets . . . . . . . . . . . . . . . . . . . . .       5,634,398

Property and equipment, net of accumulated
 depreciation of $172,278. . . . . . . . . . . . . . . . . . .         120,242
Goodwill, net of accumulated amortization
 and impairments of $1,385,049 . . . . . . . . . . . . . . . .         425,247
                                                                --------------
                                                                     6,179,887
                                                                ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable. . . . . . . . . . . . . . . . . . . . . . .         830,820
 Commissions payable . . . . . . . . . . . . . . . . . . . . .       1,610,707
 Warehouse line of credit. . . . . . . . . . . . . . . . . . .       2,494,456
 Accrued liabilities . . . . . . . . . . . . . . . . . . . . .         115,904
Total current liabilities. . . . . . . . . . . . . . . . . . .       5,051,887
                                                                --------------

Convertible notes payable to related party . . . . . . . . . .         342,865
Interest payable on notes to related parties . . . . . . . . .          46,902
Other liabilities. . . . . . . . . . . . . . . . . . . . . . .          49,178
                                                                --------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . .       5,490,832
                                                                --------------

Stockholders' equity:
Class C convertible preferred stock, no par value;
 liquidation value of $100.00 per share;
 17,160 shares issued and outstanding. . . . . . . . . . . . .       1,716,000
Class A convertible preferred stock, no par value; liquidation
 value of $0.50 per share; 500,000 shares authorized;
 472,306   shares outstanding. . . . . . . . . . . . . . . . .         236,153
Common stock, $0.001 par value; 100,000,000 shares
 authorized; 45,309,332 issued and 42,559,322
 outstanding . . . . . . . . . . . . . . . . . . . . . . . . .          42,559
Additional paid-in capital . . . . . . . . . . . . . . . . . .      12,316,840
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . .     (13,595,497)
Deferred stock compensation. . . . . . . . . . . . . . . . . .         (27,000)
                                                                --------------
Total stockholders' equity . . . . . . . . . . . . . . . . . .         689,055
                                                                --------------
                                                                $    6,179,887
                                                                ==============
</TABLE>

                           See accompanying footnotes

                                        4
<PAGE>

                               ANZA CAPITAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
<S>                                           <C>              <C>
                                              Three            Three
                                              Months Ended     Months Ended
                                              July 31, 2001    July 31, 2002
                                              --------------   --------------
Revenues:
 Broker commissions. . . . . . . . . . . . .  $    4,880,634   $   10,956,287
 Other . . . . . . . . . . . . . . . . . . .         165,396          363,059
                                              --------------   ---------------
                                                   5,046,030       11,319,346
                                              --------------   ---------------

Cost and expenses:
 Broker Commissions . .. . . . . . . . . . .       3,332,546        7,999,523
 Other                                                88,769          270,285
                                              --------------   --------------
 Gross profit. . . . . . . . . . . . . . . .       1,624,715        3,049,538

Operating expenses:
 General and administrative. . . . . . . . .       1,281,580        1,930,687
 Salaries and wages. . . . . . . . . . . . .         507,125          878,317
 Non-recurring loss on settlements . . . . .          61,494                -
                                              --------------   --------------
   Total costs and expenses. . . . . . . . .       1,850,199        2,809,004
                                              --------------   --------------
 Operating income (loss) . . . . . . . . . .        (225,484)         240,534

Interest expense . . . . . . . . . . . . . .         (43,470)         (28,667)
Other income . . . . . . . . . . . . . . . .           6,432           16,983
                                              --------------   --------------
   Net income (loss) . . . . . . . . . . . .  $     (262,522)  $      228,850
                                              ==============   ==============
Earnings per common share:
 Basic:
   Weighted average number of common shares.      26,414,775       42,386,704
                                              --------------   --------------
   Net earnings (loss) per common share. . .  $        (0.01)  $         0.01
                                              --------------   --------------
 Diluted:
   Weighted average number of common shares.      26,414,775      131,141,203
                                              --------------   --------------
   Net earnings (loss) per common share. . .  $        (0.01)  $         0.00
                                              --------------   --------------
</TABLE>

                           See accompanying footnotes

                                        5
<PAGE>

                               ANZA CAPITAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
<S>                                                             <C>              <C>
                                                                Three Months     Three Months
                                                                Ended            Ended
                                                                July 31, 2001    July 31, 2002
                                                                --------------   --------------
Cash flows from operating activities:
  Net income (loss). . . . . . . . . . . . . . . . . . . . . .  $     (262,522)  $      228,850
  Adjustments to reconcile net income (loss) to net cash used
   in operating activities:
  Depreciation . . . . . . . . . . . . . . . . . . . . . . . .           5,001           10,438
  Non-recurring loss on settlements. . . . . . . . . . . . . .          61,494                -
  Stock compensation to consultants and employees. . . . . . .         320,473            1,080
  Amortization of discounts on loans . . . . . . . . . . . . .          14,108           10,242
  Amortization of deferred stock compensation. . . . . . . . .          80,439           30,958
  Changes in operating assets and liabilities:
    Increase in commissions and accounts receivable. . . . . .        (134,628)        (298,041)
    Increase in loans held for sale. . . . . . . . . . . . . .      (1,096,675)      (1,479,546)
    Decrease (increase) in other current assets. . . . . . . .          18,510          (12,179)
    (Decrease) increase in accounts payable. . . . . . . . . .         (23,776)         497,880
    Increase in commissions payable. . . . . . . . . . . . . .         224,590          401,267
    Increase (decrease) accrued liabilities. . . . . . . . . .         (85,056)          19,481
                                                                --------------   --------------
Net cash used in operating activities. . . . . . . . . . . . .        (878,042)        (589,570)

Cash flows from investing activities:
  Acquisitions of property and equipment . . . . . . . . . . .         (12,527)         (16,572)
  Increase in due from employees . . . . . . . . . . . . . . .         (44,750)         (51,336)
                                                                --------------   --------------
  Net cash used in investing . . . . . . . . . . . . . . . . .         (57,277)         (67,908)

Cash flows from financing activities:
  Payments on bridge loan. . . . . . . . . . . . . . . . . . .               -         (199,100)
  Proceeds from issuance of bridge loan. . . . . . . . . . . .         200,000                -
  Advances from warehouse line of credit . . . . . . . . . . .       1,073,920        1,449,580
  Repurchase of A Preferred. . . . . . . . . . . . . . . . . .               -           (7,257)
  Dividends on A Preferred . . . . . . . . . . . . . . . . . .               -           (9,743)
  Payment on capital lease obligation. . . . . . . . . . . . .               -          (19,319)
                                                                --------------   --------------
  Net cash provided by financing activities. . . . . . . . . .       1,273,920        1,214,161

Net increase in cash . . . . . . . . . . . . . . . . . . . . .         338,601          556,683
Cash at beginning of period. . . . . . . . . . . . . . . . . .          92,886          707,851
                                                                --------------   --------------
Cash at end of period. . . . . . . . . . . . . . . . . . . . .  $      431,487   $    1,264,534
                                                                ==============   ==============
Non-cash financing activities:
  Debt reduction through the issuance of common stock. . . . .  $      459,000                -
                                                                ==============   ==============
  Warrants issued for bridge-loan issue costs. . . . . . . . .  $      132,345                -
                                                                ==============   ==============
  Conversion of C Preferred to common stock. . . . . . . . . .  $      515,925   $       34,359
                                                                ==============   ==============
Supplemental cash flow information:
Cash paid for interest . . . . . . . . . . . . . . . . . . . .  $            -   $       27,937
                                                                ==============   ==============
Income tax was not significant during the periods presented
</TABLE>

                           See accompanying footnotes

                                        6
<PAGE>

                      NOTES TO INTERIM FINANCIAL STATEMENTS

NOTE  1.  UNAUDITED  INTERIM  FINANCIAL  STATEMENTS

The  interim financial data as of July 31, 2002, for the three months ended July
31,  2002  and  2001  are  unaudited; however, in  the  opinion  of  management,
the interim  data  includes  all  adjustments, consisting  of  normal  recurring
adjustments,  necessary  to  present fairly the Company's consolidated financial
position as of July 31, 2002, and the results of their operations and their cash
flows  for  the  three  months  ended  July  31,  2002 and 2001.  The results of
operations  are  not  necessarily indicative of the operations, which may result
for  the  year  ending  April 30, 2003.  Also, in the opinion of management, all
disclosures  required  on Form 10-QSB were fully furnished with exception of the
per  segment information required by Statement of Financial Accounting Standards
No.  131  (SFAS  131),  "Disclosures about Segments of an Enterprise and Related
Information "  issued  by  the  Financial  Accounting  Standards  Board  (FASB).
Management  omitted  this  information  since  this  information was not readily
available  and  American  Residential  Funding,  Inc.'s ("AMRES") loan brokering
business  represents  approximately  97%  of  the Company's revenues and related
expenses.  However,  management determined that the omission of this information
is insignificant to the overall presentation of the Company's financial position
and  will  provide  this  information only in the annual financial report in the
Company's  Form  10-KSB.

NOTE  2.  RECLASSIFICATIONS

Certain  prior  year  amounts  have  been reclassified for comparative purposes.

NOTE  3.  IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STATEMENTS

In  July  2001,  the  FASB  issued SFAS No. 143, Accounting for Asset Retirement
Obligations.  This  statement  provides  accounting  and reporting standards for
costs  associated  with  the  retirement  of  long-lived assets.  This statement
requires  entities  to  record  the  fair  value  of  a  liability  for an asset
retirement obligation in the period in which it is incurred.  When the liability
is  initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset.  Over time, the liability is accreted to
its  present value each period, and the capitalized cost is depreciated over the
useful  life  of the related asset.  Upon settlement of the liability, an entity
either  settles  the obligation for its recorded amount or incurs a gain or loss
upon  settlement.  The Company will be required to adopt this statement no later
than  May  1,  2003.  The  Company  is  currently  assessing  the impact of this
statement  on  its  results  of  operations,  financial position and cash flows.

In  October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  This statement replaces SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of.  However  it  retains  the  fundamental  provisions  of  SFAS  No.  121  for
recognition  and  measurement  of the impairment of long-lived assets to be held
and  used  and  for  measurement of  long-lived  assets  to be  disposed  of  by
sale.  This  statement  applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion No. 30, Reporting Results
of  Operations-Reporting the Effects of Disposal of a Segment of a Business, for
the  disposal  of  segments  of  a  business. This statement requires that those
long-lived assets be measured at the lower of carrying amount or fair value less
cost  to  sell,  whether  reported  in  continuing operations or in discontinued
operations  The  adoption  of  the provision of SFAS 144 did not have a material
impact on the results of operations or the financial position of ANZA, since its
transfer  of  financial  assets are considered complete at the time of transfer.

                                        7
<PAGE>

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB No. 4, 44 and 64,
Amendment  of  FASB  Statement  No.  13,  and Technical Corrections" (SFAS 145).
SFAS  145  updates,  clarifies  and  simplifies certain existing accounting pro-
nouncements.  Currently,  SFAS  145  impacts  ANZA  only  with  respect  to  the
rescission  of  SFAS  4.  Prior to the issuance of SFAS 145, SFAS 4 required all
gains  and losses from extinguishment of debt to be aggregated and, if material,
classified  as  an  extraordinary  item, net of related income tax effect.  As a
result  of the rescission of SFAS 4, the criteria in APB No. 30 will now be used
to  classify  those  gains  and  losses.  SFAS 145 is required to be adopted for
fiscal  years  beginning after May 2002.  The Company has elected to early adopt
the  provisions  of  SFAS  145, and as such reported all gains on settlements of
debt  as  components of operating income and losses.  For the three months ended
July 31, 2001, the Company had non-recurring losses from settlements of $61,494.
Such  amounts  have  been reflected as a component of other income.  The Company
did  not  have  any  extraordinary  items during the three months ended July 31,
2002.

In  July  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities." The standard requires companies to recognize
costs  associated with exit or disposal activities when they are incurred rather
than  at the date of a commitment to an exit or disposal plan.  Costs covered by
the  standard  include  lease  termination  costs and certain employee severance
costs  that  are  associated with a restructuring, discontinued operation, plant
closing,  or  other  exit or disposal activity.  This statement is to be applied
prospectively  to exit or disposal activities initiated after December 31, 2002.
Management  is currently assessing the impact of this statement on its result of
operations,  financial  position  and  cash  flows.

NOTE  4.  GOODWILL

For  purchase  business  combinations  completed prior to June 30, 2001, the net
carrying  amount of goodwill is $425,247 ($250,000 related to Titus and $175,247
related to Expidoc).  Management estimated that the sale of Titus would net ANZA
at  least $250,000, net of costs to sell.  Management assessed the fair value of
the  management  company  and  the  REIT  based  on  management's belief that an
existing  management  company of an established REIT could be sold for $250,000,
based  on  discussions  with  knowledgeable  persons,  as  well  as the costs to
establish,  to  obtain  required  approvals  in  the  state of California and to
maintain  a  REIT.  Management  believes  that  the  primary intangible asset of
Expidoc  is  goodwill.  Because  of  the  relative immateriality of the carrying
value  of the Expidoc goodwill, management did not believe that an appraisal was
necessary  to  determine  what amount, if any, should be allocated to intangible
assets with definite lives.  Management believes the enterprise value of Expidoc
exceeds  the  carrying  value  of  goodwill  as  of  July  31,  2002.

NOTE  5.  EARNINGS  PER  SHARE

Anti-dilutive  securities  which are not included in the calculation of dilutive
EPS  for  the three months ended July 31, 2002 which could be dilutive in future
periods,  include  the  C  Preferred, A Preferred, Laguna warrants, and employee
options  convertible  into  approximately 88,754,499 shares of common stock.  If
all  of  these  anti-dilutive securities were converted as  of  July  31,  2002,
the Company could exceed  its  authorized  number  of  common  shares.  However,
management  believes  that  based  on certain restrictions within the agreements
related  to  these  anti-dilutive  securities,  primarily  the  C  Preferred and
restrictions  on  the C Preferred holders' ownership percentage in proportion to
total  shares  outstanding,  it  is  unlikely that a series of conversions could
occur  (based  on the total common shares outstanding as of July 31, 2002) which
could  result  in  the  Company  exceeding  its  authorized  shares.

                                        8
<PAGE>

NOTE  6.  BRIDGE  FINANCING

On June 27, 2001, the Company obtained a short-term bridge loan in the amount of
$225,000,  with a stated rate of interest at 7% per annum.  ANZA also executed a
warrant agreement, which entitled Laguna Pacific to acquire up to $225,000 worth
of ANZA common stock for the total purchase price of $1.00, calculated at 70% of
the  closing  stock  price  on the date immediately preceding the exercise date.
For  accounting purposes, ANZA was required to allocate the proceeds received to
the  value  of  the  warrant  and  the bridge loan using the relative fair value
method and the resulting warrant value is reflected as an increase in additional
paid-in  capital  and  a corresponding reduction (discount) to the face value of
the  note.  The  relative  value  of  the warrant amounted to $132,341, and such
amount  was  reflected  as a discount to the note.  The discount on the note was
amortized  over  the  term  of  the  note of March 27, 2002, using the effective
interest   method.  ANZA  paid  $25,000,  plus  interest,  near  the  due  date.
Management  of  ANZA sought relief, since the general partners of Laguna did not
perform  under  certain terms of the agreement.  On or about June 27, 2002, ANZA
entered  into  a  settlement  agreement  and  general mutual release with Laguna
Pacific  (the "Laguna Settlement").  As consideration under the Settlement, ANZA
repaid  the  $200,000  note,  plus  $9,000 in accrued interest, and the note was
cancelled.

Subsequent  to  the Laguna Settlement, a dispute has arisen regarding whether or
not  the  Laguna  Settlement  included  and  consequently canceled the warrants.
Management is currently in discussions with Laguna Pacific regarding this matter
and  may reach a second settlement agreement which may result in the issuance of
additional  shares  of  common  stock  to  Laguna  Pacific.

NOTE  7.  EMPLOYMENT  AGREEMENTS

On  June  1,  2001,  ANZA  entered  into  an  employment  agreement with Vincent
Rinehart,  its  chief executive officer.  Under the terms of the agreement, ANZA
is  to pay a salary equal to $275,000 per year, subject to an annual increase of
10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month
and  other  benefits,  including life insurance.  The agreement is for a term of
five  years  and  provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for  any  reason, including cause.  In addition, ANZA granted options to acquire
2,500,000  shares  of  ANZA  common  stock  at $0.08 per share, which shall vest
monthly  over  a three-year period.  The options are subject to an anti-dilution
provision  in  the  event of future issuances of common stock or a reverse stock
split.  The  holder  in  no  event  can  own  more  than  20%  of the issued and
outstanding common stock in the event of a reverse stock split.  The options are
exercisable  at  the  fair  market  value  at the date of the grant of $0.08 per
share.  Using the variable method in accordance with Accounting Principles Board
Opinion  No.  25,  no  expense  was recognized from the issuance of the options.
ANZA  is  also  a  party  to other employment agreements in the normal course of
business.

On  April  1,  2002,  AMRES entered into an employment agreement with Jeff Hemm,
president, for the term of three years.  Under the terms of the agreement, AMRES
is to pay a salary equal to $168,000 per year, subject to an monthly increase or
decrease  based  on  the  number  of  loans  closed  during the quarter, plus an
automobile  allowance  of  $800  per  month  and  other benefits, including life
insurance.  In  addition,  he was granted options to acquire 1,000,000 shares of
AMRES  common  stock  at  $0.005  per share, which shall vest over twelve months
period.

                                        9
<PAGE>

NOTE  8.  STOCKHOLDERS'  EQUITY

From  time  to time, the Company's board of directors authorizes the issuance of
common  stock.  The  Company  values shares of common stock based on the closing
ask price of the securities on the date the  directors  approve  such  issuance.
In the  event  the  Company  issues  common  stock  subject  to  transferability
restrictions  under Rule 144a of the Exchange Act of 1933, the Company discounts
the  closing  ask  prices  by  10%  to  value  its  common  stock  transactions.

At  various  dates  from  May  1, 2001 through July 31, 2001, the Company issued
2,400,000  shares  of  common  stock, valued at $390,500 to various consultants.
Consulting  services  performed,  and  included  in  general  and administrative
expenses,  during  the  three  months  ended July 31, 2001 are summarized below:


                                                          Three  Months  Ended
                                                            July  31,  2001
                                                       Costs            Shares
                                                      Incurred          Issued

Financial  and  Internal  Accounting  Services      $   75,750       $  450,000
Mergers  Acquisitions  Consulting                      191,000        1,125,000
Bravorealty  Start-up  Costs                           105,000          700,000
Information  Technology  Consulting                     14,000          100,000
Legal  Services                                          4,750           25,000
                                                    ----------       ----------

Total                                               $  390,500       $2,400,000
                                                    ==========       ==========

On May 10, 2002, the Company issued  30,000  shares  of  its  restricted  common
stock  to  an  employee  as  an  incentive. The shares were valued at $1,080 and
recorded  as  compensation  expense during the quarter. No shares were issued to
consultants  in  during  the  three  months  ended  July  31,  2002.

SERIES  A  CONVERTIBLE  PREFERRED  STOCK

During the three months ended July 31, 2002, ANZA repurchased 14,513 shares of A
Preferred  for  $7,257.  Also  during  the  quarter,  the  Company  declared and
distributed  $9,743 of dividends relating to the A Preferred.  At the same time,
the Company clarified the terms of the A Preferred and filed an amendment to its
certificate  of  designation.

SERIES  C  CONVERTIBLE  PREFERRED  STOCK

On  May  14,  2002,  Class  C  Preferred stockholders exercised their option and
converted  299  shares  of  Class  C  Preferred  stock  into 1,189,931 of ANZA's
restricted  common  stock.  The  number  of  shares received upon conversion was
determined based on the conversion discount specified in the agreement of 17.5%,
taking  into  account  the  dividends,  which  were due on the Class C Preferred
shares.  The beneficial conversion feature embedded in the Class C Preferred was
originally  charged  to ANZA's accumulated deficit at the date of issuance since
the  right  to  convert  into  common stock at a discount was the same date.  No
expense  was  associated  with  the  transaction.  C  Preferred  stock  dividend
totaling  $4,459  were  charged  to the Company's accumulated deficit during the
three  months  ended  July  31,  2002.

                                       10
<PAGE>

ITEM  2     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

OVERVIEW

The  Company  is an independent financial services company, whose primary source
of  revenue  is American Residential Funding "AMRES", a wholly owned subsidiary.
AMRES  offers  loan  originators  a  "net-branch"  opportunity,  in  which AMRES
provides  licensing,  accounting  and  lender approvals in over 40 states.  They
maintain  a  web  site,  www.amres.net,  which  contains detailed information on
AMRES,  as  well  as  provides  Net  Branches  with  various corporate services.
Currently  over  300  net-branches nationwide are operating, in addition to four
Corporate  owned  branches in 4 counties in Southern California.  Further growth
is  anticipated,  both  from  commissioned  and corporate marketing staff.  Loan
processing,  mortgage  banking and acquisitions will provide additional revenues
sources.

Expidoc.com has seen increased revenue over the last several quarters, averaging
over 400 loan document signings a month through their network of notaries in all
50  states.  Expidoc  has achieved profitability the last three fiscal quarters.
By  adding  staff,  and  implementing a new marketing initiative, Expidoc should
continue  to  improve  its  operations  and  maintain  near  term profitability.
Revenues  at Expidoc.com are expected to continue to increase as Expidoc.com has
become  a  preferred  signer  for  Ditech.com.  This status with Ditech.com, and
their  confidence  in  Expidoc.com's  ability  has  translated into a consistent
increase  in  the  number  of  orders  received  monthly.

BravoRealty  (69%  owned  subsidiary)  has established joint venture branches in
four  locations.  In  addition,  BravoRealty has initiated a net branch of AMRES
inside  Bravo,  and  has  experienced  an  increase  in revenues from home loans
brokered.  Bravorealty  has  established the documentation, licensing, marketing
materials  and  operations  to  sell  "Bravo  Real  Estate  Network" franchises.
Management  is still evaluating its options for franchising and has no immediate
plans  to  implement  this strategy.  BravoRealty has incurred a small operating
loss  for  the  current  quarter.

Titus  Real  Estate,  LLC,  operates as the manager of Titus REIT, a real estate
investment  trust.  Current  shareholders of the REIT have requested the selling
of  assets  in  order  to  return  their  original investment.  To date, all ten
properties have been sold.  It is the intent of the management of the Company to
repay  its  initial investors, operate the REIT at minimal levels, and raise new
capital for Titus REIT when the market permits, although no estimate can be made
as to when that might be.  The Company believes the long term benefits of a REIT
compliment  the  Company's  business  plan.  Titus  Real  Estate,  LLC,  did not
generate  any  revenue  during  the  current  quarter.

We  have  never  achieved  an  annual profit.  However, our revenues continue to
increase, and we have been successful through various strategies in reducing our
outstanding  debt.  We  have  achieved profitability in recent quarters and as a
result  management  believes  that  we  may achieve profitability in the current
fiscal  year.

CRITICAL  ACCOUNTING  POLICIES

Anza's  consolidated  financial  statements  and related public financial infor-
mation  are based on the application of accounting principles generally accepted
in  the United States ("GAAP"). GAAP requires the use of estimates; assumptions,
judgments  and  subjective interpretations of accounting principles that have an
impact  on  the assets, liabilities, revenue and expense amounts reported. These
estimates  can  also  affect  supplemental information contained in the external
disclosures  of  Anza  including  information  regarding contingencies, risk and
financial  condition.   Anza  believes  its  use  of  estimates  and  underlying
accounting  assumptions  adhere  to GAAP and are consistently and conservatively
applied.  Valuations  based  on  estimates  are  reviewed for reasonableness and
conservatism  on  a  consistent  basis  throughout  Anza.  Primary  areas  where
financial  information  of  Anza is subject to the use of estimates, assumptions
and the application of judgment include accounts receivable allowances, and loan
losses  on  loans held for sale, which have been historically and favorably low.
These  significant  estimates  also  include  our  evaluation  of impairments of
intangible  assets  (see  further  discussion below).  In addition, the recover-
ability  of  deferred tax assets must be assessed as to whether these assets are
likely  to be recovered by Anza through future operations. We base our estimates
on  historical experience and on various other assumptions that we believe to be
reasonable  under  the  circumstances. Actual results may differ materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made  during  the  preparation of our financial
statements.

                                       11
<PAGE>

Fair  Value  of Assets Acquired and Liabilities Assumed in Purchase Combinations
and  Review  for  Impairments

The  purchase  combinations we evaluate and complete, require us to estimate the
fair  value  of the assets acquired and liabilities assumed in the combinations.
These  estimates  of  fair  value  may  be based  on  independent  appraisal  or
our business plan for the  entities  acquired  including  planned  redundancies,
restructuring,  use  of  assets  acquired  and  assumptions  as  to the ultimate
resolution  of obligations assumed for which no future benefit will be received.
Should  actual  use  of  assets  or  resolution  of  obligations differ from our
estimates,  revisions  to  the  estimated  fair  values would be required.  If a
change in estimate occurs after one year of the acquisition, the change would be
recorded  in  our  statement  of  operations.

Valuation  Of  Long-Lived  And  Intangible  Assets

The  recoverability  of  these  assets  requires  considerable  judgment  and is
evaluated  on  an  annual  basis  or  more frequently if events or circumstances
indicate  that  the  assets  may  be  impaired.  As  it  relates to goodwill and
indefinite  life  intangible assets, we apply the impairment rules in accordance
with  SFAS  No.  142.  As  required by SFAS No. 142, the recoverability of these
assets is subject to a fair value assessment, which includes several significant
judgments  regarding  financial projections and comparable market values.  As it
relates  to  definite  life  intangible assets, we apply the impairment rules as
required  by  SFAS  No. 121, "Accounting for the Impairment of Long-Lived Assets
and  Assets  to  Be  Disposed  Of"  which also requires significant judgment and
assumptions  related  to  the  expected  future  cash  flows attributable to the
intangible  asset.  The  impact of modifying any of these assumptions can have a
significant  impact  on the estimate of fair value and, thus, the recoverability
of  the  asset.  In  fiscal  2001,  our  impairments were  quite  large  due  to
the rescission of LoanNet and  impairment  of  Titus.  During  fiscal  2002,  we
determined  that  the residual value of Expidoc and Titus companies exceeded the
carrying  value of goodwill totaling $425,247 and, accordingly, no impairment of
goodwill  was  charged  during  2002,  or  in  the  current  quarter.

Income  Taxes

We  recognize  deferred  tax  assets  and  liabilities  based on the differences
between the financial statement carrying amounts and the tax bases of assets and
liabilities.  We regularly review our deferred tax assets for recoverability and
establish  a  valuation allowance based upon historical losses, projected future
taxable  income  and  the expected timing of the reversals of existing temporary
differences.  During 2002, we estimated the allowance on net deferred tax assets
to  be  one-hundred  percent  of  the  net  deferred  tax  assets.

                                       12
<PAGE>

RESULTS  OF  OPERATIONS,  THREE MONTHS ENDED JULY 31, 2002 COMPARED TO THE THREE
MONTHS  ENDED  JULY  31,  2001.

Revenues

Revenues increased by $6,273,316, or 124.3%, to $11,319,346 for the three months
ended  July 31, 2002, compared to $5,046,030 for the three months ended July 31,
2001.  The  growth  in  revenues  is primarily attributable to the expansion and
growth  of  AMRES primarily through the brokering of loans.  AMRES accounted for
over  97%  of consolidated revenues for both periods.  AMRES, as did most of the
mortgage industry, benefited greatly from the decline in interest rates over the
last  twelve  months.  Typically,  as  interest rates fall, the refinance market
heats up expanding the market of interested borrowers beyond those borrowing for
the  purchase  of  their  primary  residence.  AMRES  benefited from this market
upturn,  as  they  had  the  capacity  in  terms of people and infrastructure to
accommodate  the  additional  business.  Management  believes that a significant
increase  in  interest  rates  could  slow  the  rapid  growth  the  Company has
experienced  over  the  last  two  fiscal  years.

More  significantly, the growth of the net branch program at AMRES was the major
contributor  to  the  growth  in  revenue.  AMRES'  net branch program comprised
approximately  300  branches as of July 31, 2002, compared to 150 branches as of
July  31,  2001.  For  the  three  months ended July 31, 2002, the total revenue
associated  with  the  Net Branches was approximately $8.35 Million, compared to
total  revenue  associated  with  the Net Branches of $3.6 Million for the three
months  ended  July 31, 2001.  The Net Branch program is expected to continue to
be  a  primary growth vehicle for ANZA in the future.  In addition, the mortgage
banking  division  of  AMRES is expected to continue its expansion over the next
several  months,  including  applying  to  FannieMae  as  a  seller/servicer.

Revenues for Expidoc also increased significantly, $156,685 for the period ended
July  31,  2002  compared  to  $56,817  for the period ended July 31, 2001.  The
increase  is primarily a result of Expidoc.com refocusing its market strategy to
secure  higher  volume  customers  as  compared  to  servicing  many  low-volume
customers.  This  change  in focus is evidenced by the securing of business with
such  customers as Ditech.com.  Management believes this to be the best strategy
to  focus  on,  as it allows Expidoc to both benefit from economies of scale and
provide  the highest level of service to its customer base.  Management realizes
that  the  loss  of  any one significant customer could have a material negative
impact  on  the  growth  and  profitability  of  Expidoc.

BravoRealty  became  operational in January of 2001.  For the three months ended
July  31,  2002,  revenues  amounted  to  $206,374  compared  with  revenues  of
approximately $102,310 for the period ending July 31, 2001.  Management believes
that  BravoRealty  can  be  a  significant growth vehicle for the company in the
future,  as evidenced by the steady increase in the number of real estate sales'
listings  and  closed transactions generated by BravoRealty over the last twelve
months.  Further, management believes that with its continued growth pattern and
the  addition  of four corporate real estate offices and twelve additional sales
persons,  the  prospect for profitability in the next fiscal year is obtainable.

There  were  no  revenues from Titus during the three months ended July 31, 2002
and  revenue  from  Titus  for  the  three  months  ended  July  31,  2001  were
insignificant.

                                       13
<PAGE>

Costs  and  Expenses

Commissions  are  paid to loan agents on funded loans.  Commissions increased by
$4,666,977 or 140%, for the three months ended July 31, 2002, to $7,999,523 from
$3,332,546 for the three months ended July 31, 2001.  This increase is primarily
related  to the increased revenues discussed above.  As a percentage of revenue,
the commissions increased by 4.7%, to 73% compared to 68.3% for the three months
ended  July  31,  2002  and  the three months ended July 31, 2001, respectively.
This  increase  is  directly  associated  with  the proportional increase in Net
Branch  revenue  as  a  percentage  of total revenue as the Company earns a flat
percentage of revenues associated with the net branches, as compared to revenues
associated  with  the  corporate  branches  in  which the Company earns a higher
commission  split  once  certain  revenue  targets  are  achieved.  Gross profit
increased  by  $1,424,823  or  88%  for  the three months ended July 31, 2002 to
$3,049,538  from  $  1,624,715  for  the  three  months  ended  July  31,  2001.

Compensation  Expense

Compensation  expense totaled $878,317 for the three months ended July 31, 2002,
compared  to $507,125 for the three months ended July 31, 2001.  The increase of
$371,192  is  directly  related  to  the  expansion  of  AMRES  operations.

General  and  Administrative  Expenses

General  and  administrative  expenses  totaled  $1,930,687 for the three months
ended  July 31, 2002, compared to $1,281,580 for the three months ended July 31,
2001.  This  increase  of  $649,107  can be attributed primarily to the business
growth  of  the  operating  subsidiaries, namely AMRES, as additional personnel,
office  space  and  other  administrative  costs  are  required  to  handle  the
expansion.

The  Company elected early adoption of Statement 142 and as such, did not record
any  goodwill  amortization for the three months ended July 31, 2002 or July 31,
2001.

In the previous fiscal year, the Company funded a portion of its operating costs
through  the  use  of  its common stock paid to outside consultants.  During the
three  months  ended  July  31, 2001, costs paid in the form of stock to outside
consultants  totaled approximately $390,500 representing approximately 2,400,000
shares  of  stock.  In  addition,  the Company recorded an additional $20,295 in
cash  compensation  to  outside  consultants for the three months ended July 31,
2001.  As  the Company has begun to generate positive cash flow from operations,
management  has decided to limit the use of stock paid to consultants.  As such,
no  stock  was  issued to outside consultants during the three months ended July
31, 2002.  Consulting expenses recorded for the three months ended July 31, 2002
amounted to $8,333,  relating  to  the  amortization  of  stock  issued  in  the
previous fiscal year.  All consulting expenses  were  included  in  General  and
Administrative  Expenses  for  the  periods  ended  July  31,  2002  and  2001.

Non-Recurring  Settlement  Expense

As  part  of  the  Global  settlement  in  June  of  2001,  the company recorded
settlement  expense  of $61,494 relating to the excess value of shares issued as
part of the global settlement compared to the net reduction in debt and interest
relief  received  in  the  settlement.

There  were  no  non-recurring settlement expenses incurred for the three months
ended  July  31,  2002.

                                       14
<PAGE>

Interest  Expense

Interest expense was $28,667 as of July 31, 2002, compared to $43,470 as of July
31,  2001.  This decrease is associated with a reduction in the total balance of
notes  payable during the period.  The reduction in notes payable is primarily a
result of the Global Settlement executed on June 26, 2001 and due to re-payments
made  on  all  other  outstanding  notes  over  the  last  twelve  months.

Net  Income

The  Company's  generated  a  net profit for the three and months ended July 31,
2002  of $228,850 or $0.01 per share.  For the three months ended July 31, 2001,
the  Company  recorded  a net loss of $262,522 or $0.01 per share.  In the prior
period,  the  Company  incurred  significant  non-cash expenses associated with,
among  other things, stock issued to outside consultants and costs incurred with
the  Global  Settlement.  Management believes that these non-cash charges should
be  minimal  in  future periods affording the Company the ability to produce net
income  in  the  future.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  Flows

Net  cash  used  in operating activities was $589,570 and $878,042 for the three
months  ending  July  31,  2002  and  2001,  respectively.  Net  loss  decreased
significantly  between the periods from a loss of $262,522 for the period ending
July  31,  2001,  to  a  profit of $228,850 for the period ending July 31, 2002.
Non-cash  expenses  relating to the issuance of stock for services, depreciation
and amortization and amortization of debt discounts totaled $52,718 and $481,515
for  the  three  months ended July 31, 2002 and 2001, respectively.  Increase in
loans held for sale of $1,479,546 was also a significant contributor to the cash
used  in  operating  activities  for  the  three  months  ending  July 31, 2002.

Our  mortgage  loans  held  for  sale  increased  approximately  $1,479,000  to
approximately  $2,549,000,  as  a  result  of  our rapid growth during the three
months  ended July 31, 2002.  The cash we used to fund our loans is reflected as
a  reduction  to  our  operating  cash  flows  discussed  above  (see cash flows
financing  activities below for discussion of our warehouse line of credit which
provided  the  cash  to  fund  our  loans).

Our mortgage loans held for sale represent mortgage loans originated and held by
AMRES,  pending  sale,  to interim and permanent investors.  We sell loans AMRES
originates,  typically  within 30 days of origination,  rather  than  hold  them
for investment.  We sell loans  to  institutional  loan  buyers  under  existing
contracts.  AMRES  sells  the servicing rights to its loans at the time it sells
those loans.  Typically, AMRES sells the loans with limited recourse to it. This
means  that, with some exceptions, we reduce our exposure to default risk at the
time  we sell the loan, except that it may be required to repurchase the loan if
AMRES  breaches  the  representations  or warranties that it makes in connection
with  the  sale of the loan, in the event of an early payment default, or if the
loan  does  not  comply with the underwriting standards or other requirements of
the  ultimate  investor. In the event AMRES is required to repurchase a loan, we
will  assess  the  impact  of  losses, which result from a repurchased loan.  To
date, AMRES has not repurchased a loan as a result of its origination practices.
In  the event we are required to purchase a significant amount of loans during a
short  period  of  time, our financial condition, results of operations and cash
flows  could  be  adversely  affected.

                                       15
<PAGE>

Net  cash  used  in  investing activities was $ 67,908 and $57,277 for the three
months ended July 31, 2002 and 2001, respectively.  The difference is mainly due
to  an increase in due to employees in the three months ended July 31, 2002, and
2001.

Net  cash provided by financing activities was $1,214,161 and $1,273,920 for the
three  months ended July 31, 2002 and July 31, 2001 respectively.  Cash provided
by  financing  for  both  periods relates primarily to advances on the Company's
warehouse  line  of  credit  associated  with  its  mortgage  banking operations
($1,449,580  and  $1,073,920  for the three months ended July 31, 2002 and 2001,
respectively).  The  warehouse  line  of  credit  is secured by first and second
trust  deed  mortgages.

The  Company is current in servicing its obligations as they become due.  In the
previous fiscal years, the Company used its common stock to provide compensation
for  outside  services that were required.  It is the belief of management, that
beginning  the  current  quarter,  little  or no common stock will be issued for
services.

The  Company's  stockholders  equity  increased from a deficit of $201,358 as of
July  31, 2001 to an equity of $689,055 as of July 31, 2002 primarily due to the
issuance  of  common  stock  in  relief  of  debt.

Management  is  pleased  with the current direction and financial improvement of
the  Company.  The operating subsidiaries are expanding in tough economic times.
AMRES  and  Expidoc.com  are currently profitable.  BravoRealty is performing as
projected,  requiring budgeted initial investment in capital prior to ramping up
to  full  operations.  The  cash flow of the Company has markedly improved, with
cash  on  hand  ending  July  31,  2002  of $1,264,534 versus $431,487 the prior
period.  Short-term  debt is manageable.  The Company has reduced the balance of
the  convertible  note  due  our  Chief  Executive  with  an original balance of
$485,446,  due  in December 2002.  The remaining balance of $360,446 of the note
with  a carrying balance of $332,623, net of discounts, will convert into common
stock,  or extend the maturity date for one year.  The $1,716,000 in convertible
C  Preferred  most likely will continue to convert to common stock.  Significant
debt  has been eliminated, and no current obligations are delinquent.  It is our
opinion,  baring  some  significant  adverse  change  in  our business, that the
Company  should  continue  to  grow  and continue to increase its profitability.

The  Company  has  generated a net income over the last nine months.  Management
plans  to  continue its growth plans to generate revenues sufficient to meet its
cost  structure.  Management believes that these actions will afford the Company
the  ability  to  fund  its  daily  operations  and  service  its remaining debt
obligations  primarily  through the cash generated by operations; however, there
are  no  assurances that management's plans will be successful.  Our independent
accountants  modified  their report, with an explanatory paragraph, stating that
the  audited  financial  statements  of Anza Capital, Inc. for the period ending
April  30, 2002 have been prepared assuming the company will continue as a going
concern.  They note that the Company's continued existence is dependent upon its
ability  to  generate sufficient cash  flows  from  operations  to  support  its
daily operations  as  well  as  provide  sufficient resources to retire existing
liabilities and obligations on a timely basis.  No adjustments have been made to
the  carrying value of assets or liabilities as a result of these uncertainties.

                                       16
<PAGE>

Except  for historical information, the materials contained in this Management's
Discussion  and  Analysis are forward-looking (within the meaning of Section 27A
of  the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934)  and  involve  a  number  of  risks  and uncertainties.  These include the
Company's  historical  losses,  the  need to manage its growth, general economic
downturns,  intense  competition  in the financial services and mortgage banking
industries, seasonality of quarterly results, and other risks detailed from time
to  time  in  the Company's filings with the Securities and Exchange Commission.
Although  forward-looking  statements  in this Quarterly Report reflect the good
faith  judgment  of  management,  such statements can  only  be based  on  facts
and factors  currently  known  by  the  Company.  Consequently,  forward-looking
statements are inherently subject to risks and uncertainties, actual results and
outcomes  may  differ  materially from the results and outcomes discussed in the
forward-looking  statements.  Readers are urged to carefully review and consider
the various disclosures made by the Company in this Annual Report, as an attempt
to  advise  interested  parties  of  the  risks  and  factors  that  may  affect
the Company's  business,  financial  condition,  and  results  of operations and
prospects.

                                       17
<PAGE>

                                     PART II

ITEM  1     LEGAL  PROCEEDINGS

     In  the  ordinary  course  of  business,  the  Company is from time to time
involved in various pending or threatened legal actions.  The litigation process
is  inherently  uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon the financial condition and/or results
of  operations  of  the  Company.  However,  in  the  opinion  of  the Company's
management,  matters currently pending or threatened against the Company are not
expected  to have a material adverse effect on the financial position or results
of  operations  of  the  Company.

ITEM  2     CHANGES  IN  SECURITIES

     On  May  14,  2002,  we issued 30,000 shares of common stock, restricted in
accordance  with  Rule  144,  to  an  employee  as a performance incentive.  The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933, and the employee was a sophisticated investor as evidenced by our
management  during  his  employment.

     On  May 14, 2002, Rice Opportunity Fund, LLC (formerly known as Dotcom Fund
LLC) converted 299 shares of Series C Convertible Preferred Stock into 1,189,931
shares  of  our  common  stock,  restricted  in  accordance  with Rule 144.  The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933,  and  the  shareholder  was  an  accredited  investor.

ITEM  3     DEFAULTS  UPON  SENIOR  SECURITIES

     There  have  been  no  events  which are required to be reported under this
Item.

ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     There  have  been  no  events  which are required to be reported under this
Item.

ITEM  5     OTHER  INFORMATION

Laguna  Pacific  Settlement
---------------------------

     On  June  27,  2001,  we  entered  into an Investment Agreement and related
documents  with Laguna Pacific Partners, LP.  Under the terms of the agreements,
in  exchange  for  $225,000  received  by  us  from  Laguna  Pacific,  we:

     (i)     executed  a  promissory  note  in  favor  of  Laguna Pacific in the
principal sum of $200,000, bearing interest at the rate of 7% per annum, secured
by  all  of  our  assets,  and  payable  on  the earlier of nine months from its
issuance  date  or  the  date our common stock is listed on the NASDAQ Small Cap
market.  The  purpose  of  this  bridge  financing  was  to finance the proposed
start-up  of  Anza  Properties  and  to  provide  us  with  working  capital;

     (ii)     executed  a  Warrant  Agreement  which  entitled Laguna Pacific to
acquire up to $225,000 worth of our common stock for the total purchase price of
$1.00,  calculated  at  70%  of  the closing stock price on the date immediately
preceding the exercise date.  The issuance of the warrant was negotiated between
us  and  Laguna  Pacific.

                                       18
<PAGE>

     During the year ended April 30, 2002, we repaid an initial $25,000 borrowed
from  Laguna  Pacific.

     On  or  about  June  27,  2002,  we entered into a Settlement Agreement and
General  Mutual  Release  with  Laguna  Pacific  (the  "Laguna Settlement").  As
consideration  under the settlement, we repaid the $200,000 note, plus $9,000 in
accrued  interest,  and  the  note  was  cancelled.

     Subsequent to the Laguna Settlement, a dispute has arisen regarding whether
or  not  the Laguna Settlement included and consequently cancelled the warrants.
We  are  currently  in discussions with Laguna Pacific regarding this matter and
may  reach  a  second  settlement  agreement which may result in the issuance of
additional  shares  of  common  stock  to  Laguna  Pacific.

Certificate  of  Designation  for  Series  A  Preferred
-------------------------------------------------------

     On  August  15, 2002, we filed a Certificate of Amendment of Certificate of
Designation  of the Rights, Preferences, Privileges and Restrictions, which have
not  been  set  forth  in  the  Certificate of Incorporation or in any Amendment
Thereto,  of  the Class A Convertible Preferred Stock of Anza Capital, Inc. (the
"Certificate"),  for  the  purpose  of  clarifying certain rights and privileges
relating  to  our  Series A Convertible Preferred Stock.  No new shares of stock
were  issued  in  connection  with  the  filing.

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

        4.1     Certificate  of  Amendment  of  Certificate  of  Designation  of
                the Rights, Preferences, Privileges and Restrictions, which have
                not been set forth in the Certificate of Incorporation or in any
                Amendment Thereto, of the Class A Convertible Preferred Stock of
                Anza  Capital,  Inc.

        10.1    Settlement Agreement and  General  Release between Anza Capital,
                Inc.  and  Laguna  Pacific  Partners,  LP  dated  on  or  about
                June  27,  2002

        99.1    Certification  as  Adopted  Pursuant  to  Section  302  of  the
                Sarbanes-Oxley  Act  of  2002.

(b)     Reports  on  Form  8-K

                None.

                                       19
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                                   SIGNATURES

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                                /s/  Vincent  Rinehart
Dated:  September  20,  2002                    --------------------------------
                                                By:    Vincent  Rinehart
                                                Its:   President,  Chairman,
                                                       Chief Executive Officer,
                                                       Chief Financial Officer,
                                                       Chief Accounting Officer,
                                                       and  Director



                                                /s/  Scott  A.  Presta
Dated:  September  20,  2002                    --------------------------------
                                                By:    Scott  A.  Presta
                                                Its:   Director

                                       20
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