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        RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER


   I, Vincent Rinehart, certify that:


         1.   I have  reviewed  this  Quarterly  Report  on  Form  10-Q  of Anza
              Capital, Inc.;

         2.   Based on my  knowledge,  this  report  does not contain any untrue
              statement  of a  material  fact or omit to state a  material  fact
              necessary  to  make  the   statements   made,   in  light  of  the
              circumstances   under  which  such   statements   were  made,  not
              misleading with respect to the period covered by this report;

         3.   Based  on  my  knowledge,  the  financial  statements,  and  other
              financial  information included in this report,  fairly present in
              all  material  respects  the  financial   condition,   results  of
              operations  and cash flows of the  registrant  as of, and for, the
              periods presented in this report;

         4.   The registrant's other certifying officer(s) and I are responsible
              for   establishing   and  maintaining   disclosure   controls  and
              procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
              15d-15(e) for the registrant and have:

              (a) Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

              (b) Designed such internal  control over financial  reporting,  or
                  caused such internal  control over  financial  reporting to be
                  designed  under  our   supervision,   to  provide   reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;

              (c) Evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and

              (d) Disclosed  in  this  report  any  change  in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

         5.   The registrant's other certifying officer(s) and I have disclosed,
              based on our most  recent  evaluation  of  internal  control  over
              financial  reporting,  to the registrant's  auditors and the audit
              committee  of the  registrant's  board of  directors  (or  persons
              performing the equivalent functions):

              (b) All significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and

              (c) Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant`s internal control over financial reporting.



    Dated:  December 17, 2004

                                                       /s/  Vincent Rinehart
                                                       -------------------------
                                                By:    Vincent Rinehart
                                                       Chief Financial Officer