UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For the quarterly period ended July 31, 2005

|_|   TRANSITION REPORT PURSUANT TO 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

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 |_|

      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

      Applicable only to issuers involved in bankruptcy  proceedings  during the
preceding five years:

      Indicate by check mark  whether the  registrant  filed all  documents  and
reports  required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court. Yes |_| No |_|

                      Applicable only to corporate issuers

      Indicate the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of October 3, 2005, there
were  10,435,148  shares of common stock issued and  6,297,648  shares of common
stock outstanding.

                                       1
<PAGE>

                               ANZA CAPITAL, INC.

                                TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION.................................................3

ITEM 1       Financial Statements..............................................4

ITEM 2       Management's Discussion and Analysis of Financial
             Condition and Results of Operations..............................20

ITEM 3       Quantitative and Qualitative Disclosures About Market Risk.......26

ITEM 4       Controls and Procedures..........................................26

PART II - OTHER INFORMATION...................................................28

ITEM 1       Legal Proceedings................................................28

ITEM 2       Unregistered Sales of Equity Securities and Use of Proceeds......29

ITEM 3       Defaults Upon Senior Securities..................................29

ITEM 4       Submission of Matters to a Vote of Security Holders..............29

ITEM 5       Other Information................................................29

ITEM 6       Exhibits.........................................................30

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

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  our possible or assumed future results of operations 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. Our 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 SHEETS

<TABLE>
<CAPTION>
                                                                                  July 31, 2005   April 30, 2005
                                                                                   (Unaudited)
                                                                                   ------------    ------------
<S>                                                                                <C>             <C>
ASSETS
Current assets:
     Cash and cash equivalents                                                     $  1,477,263    $  1,316,840
     Commissions receivable and accounts receivable                                   1,489,438       1,234,658
     Marketable securities, subject to rescission                                            --       1,090,000
     Loans held for sale, net                                                         1,122,750       5,886,950
     Prepaids and other current assets                                                   56,605          18,102
                                                                                   ------------    ------------
Total current assets                                                               $  4,146,056    $  9,546,550

Property and equipment, net                                                             171,501         183,792
Other assets                                                                             47,334          47,334
                                                                                   ------------    ------------
Total assets                                                                       $  4,364,891    $  9,777,676
                                                                                   ------------    ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                              $    118,334    $     80,845
     Commissions payable                                                              2,758,742       2,091,129
     Warehouse line of credit                                                         1,098,320       5,778,298
     Accrued liabilities                                                              1,514,459       1,593,562
     Unsecured line of credit                                                               868          75,000
     Other current liabilities                                                           47,510          26,918
     Convertible notes payable, net of discount of $10,625                               50,375          56,094
     Redeemable securities, net of discount                                                  --         808,678
                                                                                   ------------    ------------
Total liabilities                                                                  $  5,588,608    $ 10,510,524
                                                                                   ------------    ------------

Stockholders' equity:
Preferred stock, 2,500,000 shares authorized:
     Class D convertible  preferred  stock, no par value;  liquidation  value of
     $126.81 per share; 15,000 shares authorized;  8,201.5 shares outstanding as
     of July 31, 2005 and April 30, 2005 respectively                                 1,040,222       1,040,222
     Class F convertible preferred stock, no par value; liquidation
     value of $16.675 per share; 25,000 shares authorized, 18,800
     shares issued and outstanding as of July31, 2005 and April 30, 2005
     respectively                                                                       313,490         313,490
Common stock,  $0.001 par value;  100,000,000 shares authorized;  10,435,148 and
     10,486,398 shares issued at July 31, 2005 and April 30, 2005  respectively;
     6,297,648 and 6,315,998  shares  outstanding  as of July 31, 2005 and April
     30, 2005,
     respectively                                                                         6,298           6,316
Additional paid in capital                                                           16,024,219      16,022,441
Accumulated deficit                                                                 (18,607,946)    (18,115,317)
                                                                                   ------------    ------------
Total stockholders' equity                                                         $ (1,223,717)   $    732,848
                                                                                   ------------    ------------

Total liabilities and stockholder's equity                                         $  4,364,891    $  9,777,676
                                                                                   ============    ============
</TABLE>

        See accompanying notes to these consolidated financial statements


                                       4
<PAGE>

                               ANZA CAPITAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                     ----------------------------
                                                    July 31, 2005   July 31, 2004
                                                     ------------    ------------
<S>                                                  <C>             <C>
Revenues:
          Broker commissions                         $ 13,486,668    $ 13,377,202
          Sales of loans, net                               8,184         118,826
          Notary and other                                     --         127,906
                                                     ------------    ------------
                                                       13,494,852      13,623,934
                                                     ------------    ------------

Cost of revenues:
          Cost of mortgage related revenues             9,677,118      10,690,311
          Notary and other                                     --         118,717
                                                     ------------    ------------
                                                        9,677,118      10,809,028
                                                     ------------    ------------

Gross profit                                            3,817,734       2,814,906
                                                     ------------    ------------

Operating expenses:
          General and administrative                    2,870,083       2,325,388
          Selling and marketing                         1,039,071         461,763
                                                     ------------    ------------
                                                        3,909,154       2,787,151
                                                     ------------    ------------

Operating income (loss)                                   (91,420)         27,755

Interest expense                                         (382,228)        (49,753)
Interest income                                            26,342          73,263
Other expense                                             (43,563)             --
                                                     ------------    ------------
Net income (loss)                                    $   (490,869)   $     51,265
                                                     ------------    ------------
Preferred stock dividends                                  (1,760)             --
                                                     ------------    ------------
Net income (loss) available to common shareholders   $   (492,629)   $     51,265
                                                     ============    ============
Earnings (loss) per common share:
     Basic:
          Weighted average number of common shares      6,324,532       4,869,096
          Net income (loss) per common share         $      (0.08)   $       0.01

     Diluted:
          Weighted average number of common shares      6,324,532       8,046,316
          Net income (loss) per common share         $      (0.08)   $       0.01
</TABLE>

        See accompanying notes to these consolidated financial statements


                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                       Three Months        Three Months
                                                                           Ended              Ended
                                                                       July 31, 2005      July 31, 2004
                                                                      ----------------    ----------------
<S>                                                                   <C>                 <C>
Cash flows from operating activities:
     Net income (loss)                                                $       (490,869)   $         51,265
     Adjustments to reconcile net income (loss)  to net cash used
         in operating activities:
     Depreciation                                                               13,517              17,899
       Amortization of discounts on convertible notes payable                   40,516                  --
       Loss on cancellation of Series G Preferred Stock                        281,322                  --
     Changes in operating assets and liabilities:
         (Increase) Decrease in commissions and accounts receivable           (254,780)            689,260
         Decrease (Increase) in loans held for sale, net                     4,764,200          (3,817,012)
         (Increase) in prepaids and other current assets                       (38,503)            (18,057)
         Increase (Decrease) in accounts payable                                37,488             (94,356)
         Increase in commissions payable                                       667,613             189,803
         (Decrease) in accrued and other liabilities                           (69,745)           (126,376)
                                                                      ----------------    ----------------
     Net cash provided by (used in) operating activities                     4,950,759          (3,107,574)
                                                                      ----------------    ----------------
Cash flows from investing activities:
     Acquisitions of property and equipment                                     (1,226)             (3,500)
                                                                      ----------------    ----------------
     Net cash  (used in) investing activities                                   (1,226)             (3,500)
                                                                      ----------------    ----------------
Cash flows from financing activities:
     Payments on warehouse line of credit, net                              (4,679,978)          3,679,761
       Payment on unsecured line of credit, net                                (74,132)                 --
       Payment on convertible notes payable                                    (35,000)                 --
                                                                      ----------------    ----------------
     Net cash provided by (used in) financing activities                    (4,789,110)          3,679,761
                                                                      ----------------    ----------------
Net increase in cash                                                           160,423             568,687
Cash at beginning of period                                                  1,316,840           2,204,525
                                                                      ----------------    ----------------
Cash at end of period                                                        1,477,263           2,773,212
                                                                      ================    ================
Non-cash investing and financing activities:

     Dividends on Series F Preferred Stock                            $          1,760    $             --
                                                                      ================    ================
       Cancellation of marketable securities, subject to rescission   $     (1,090,000)   $             --
                                                                      ================    ================
       Cancellation of redeemable securities, net of discount         $        808,678    $             --
                                                                      ================    ================
Supplemental cash flow information:
Cash paid for interest                                                $         55,455    $         49,753
                                                                      ================    ================
Income taxes were not significant during the periods presented
</TABLE>

        See accompanying notes to these consolidated financial statements


                                       6
<PAGE>

                      NOTES TO INTERIM FINANCIAL STATEMENTS

NOTE 1.  UNAUDITED INTERIM FINANCIAL STATEMENTS

The interim  financial  data as of July 31, 2005 is 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, 2005,  and the results of their
operations  and their cash flows for the three  months  ended July 31,  2005 and
2004.  The  results  of  operations  are  not  necessarily   indicative  of  the
operations,  which may result for the year ending April 30, 2006.  Also,  in the
opinion  of  management,  all  disclosures  required  on Form  10-Q  were  fully
furnished.

ANZA  is  a  holding  company  with  one  active  subsidiary.  All  intercompany
transactions  have been eliminated in the  accompanying  consolidated  financial
statements.  The  Company's  annual report on Form 10-K for the year ended April
30, 2005 should be read in connection with this quarterly report.

Certain  prior year amounts have been  reclassified  for  comparative  purposes,
these reclassifications have no effect on previously reported income or loss.

NOTE 2.  GOING CONCERN

In connection with the audit of the  consolidated  financial  statements for the
year ended April 30, 2005,  the Company  received a report from its  independent
auditors that included an explanatory paragraph describing uncertainty as to the
Company's ability to continue as a going concern, which contemplated that assets
and  liabilities  would be settled at amounts in the normal  course of business.
ANZA  incurred a loss from  operations  during the year ended April 30, 2005 and
had an  accumulated  deficit  as of April  30,  2005.  In  addition,  AMRES is a
defendant  in a  significant  amount of  litigation  for which  the  outcome  is
uncertain.  In some cases,  management believes losses are covered by insurance.
ANZA's  industry  in recent  years has  experienced  increased  competition.  In
addition,  home sales have decreased during the past 4 months,  having a slowing
effect on the  industry.  Management's  immediate  plans are to reduce  spending
through management level pay decreases and the management of expenses. There are
no assurances  that  management  will be successful in its plans.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern. The accompanying  consolidated  financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 3.  SIGNIFICANT CUSTOMER CONCENTRATION

For the three months ended July 31, 2005 and 2004, three investors accounted for
one hundred  percent and eighty percent of the purchases of loans held for sale,
respectively  and  accounted  for one hundred  percent and eight  percent of the
revenues from the mortgage banking business, respectively.

                                       7
<PAGE>

NOTE 4.  SEGMENT DISCLOSURE

Segments were determined based on services provided. Performance of the segments
is evaluated  on net income.  For the three months ended July 31, 2005 and 2004,
management has provided the following  information with respect to its operating
segments (in thousands).

<TABLE>
<CAPTION>
                              Revenues           Net Income (Loss)         Assets
                          2005       2004        2005        2004       2005       2004
                        --------   --------    --------    --------   --------   --------
<S>                     <C>        <C>         <C>         <C>        <C>        <C>
Loan brokering          $ 13,404   $ 13,377    $   (445)   $     21   $  3,221   $  4,164
Mortgage banking               8        119         (56)         30      1,134      7,622
Real Estate Brokerage         --        128          --          --         --          3
                        -----------------------------------------------------------------
                        $ 13,412   $ 13,624    $   (501)   $     51   $  4,355   $ 11,789
                        ========   ========    ========    ========   ========   ========

Corporate                     --         --          --          --         --          5
Escrow                        82         --           8          --         10         --
                        --------   --------    --------    --------   --------   --------

Total                   $ 13,494   $ 13,624    $   (493)   $     51   $  4,365   $ 11,794
                        ===================    ========    ========   ========   ========
</TABLE>

NOTE 5.  IMPACT OF RECENTLY ISSUED ACCOUNTING STATEMENTS

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure" which addresses financial accounting and
reporting for recording  expenses for the fair value of stock options.  SFAS 148
provides  alternative  methods  of  transition  for a  voluntary  change to fair
value-based  method  of  accounting  for  stock-based   employee   compensation.
Additionally,  SFAS 148 requires more prominent and more frequent disclosures in
financial  statements  about the effects of stock-based  compensation.  ANZA has
elected to continue to apply the intrinsic  value-based  method of accounting as
allowed by APB 25 for employee stock-based compensation.  The disclosure effects
of SFAS 148 are not  significant  to ANZA and no grants  were made to  employees
during the quarters ended July 31, 2005 and July 31, 2004.

In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150,
"Accounting  for  Certain   Financial   Instruments  with   Characteristics   of
Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes  standards for how an
issuer  classifies and measurers in its statement of financial  position certain
financial  instruments with  characteristics  of both liabilities and equity. In
accordance with SFAS 150, financial  instruments that embody obligations for the
issuer are required to be classified as liabilities. SFAS 150 shall be effective
for  financial  instruments  entered into or modified  after May 31,  2003,  and
otherwise  shall be  effective  at the  beginning  of the first  interim  period
beginning after June 15, 2003. The Company's  implementation of SFAS 150 did not
have a material impact on the Company's consolidated financial statements.

In December 2004, the FASB issued Statement of Financial Accounting Standard No.
153, "Exchanges of Nonmonetary  Assets," ("SFAS 153") an amendment to Accounting
Principle Board Opinion No. 29, "Accounting for Nonmonetary  Transactions" ("APB
29").  SFAS 153  eliminates  certain  differences  in the  guidance in APB 29 as
compared to the  guidance  contained in  standards  issued by the  International
Accounting  Standards  Board.  The amendment to APB 29 eliminates the fair value
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general  exception for exchanges of  nonmonetary  assets that do not have
commercial  substance.  Such an exchange has commercial  substance if the future
cash flows of the entity are expected to change significantly as a result of the
exchange.  SFAS 153 is effective for nonmonetary  asset  exchanges  occurring in
periods  beginning  after June 15, 2005.  Earlier  application  is permitted for
nonmonetary  asset exchanges  occurring in periods  beginning after December 16,
2004. Management does not expect adoption of SFAS 153 to have a material impact,
if  any,  on  the  Company's  consolidated  financial  position  or  results  of
operations.

                                       8
<PAGE>

In December 2004, the FASB issued Statement of Financial Accounting Standard No.
123(R),  "Share-Based  Payment"  ("SFAS  123(R)").  SFAS 123(R) amends SFAS 123,
"Accounting for Stock-Based  Compensation",  and APB Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees".  SFAS  123(R)  requires  that  the  cost  of
share-based   payment   transactions   (including   those  with   employees  and
non-employees) be recognized in the financial statements. SFAS 123(R) applies to
all  share-based  payment  transactions  in which an  entity  acquires  goods or
services by issuing (or offering to issue) its shares,  share options,  or other
equity  instruments  (except  for  those  held  by  an  ESOP)  or  by  incurring
liabilities  (1) in amounts  based (even in part) on the price of the  company's
shares  or other  equity  instruments,  or (2)  that  require  (or may  require)
settlement  by the issuance of a company's  shares or other equity  instruments.
This  statement is effective  (1) for public  companies  qualifying as SEC small
business issuers,  as of the first interim period or fiscal year beginning after
December  15,  2005,  or (2) for all  other  public  companies,  as of the first
interim  period or fiscal year  beginning  after June 15,  2005,  or (3) for all
nonpublic  entities,  as of the first fiscal year  beginning  after December 15,
2005.  In March  2005,  the SEC  announced  it will  permit  companies  to delay
implementation  until the  beginning of their next fiscal  year,  instead of the
next  reporting  period.  Management  has  determined  that they will adopt SFAS
123(R) as of the beginning of their next fiscal year, and is currently assessing
the impact of this statement on its consolidated  financial position and results
of  operations  in 2006.  In the interim,  the Company is  continuing to use the
intrinsic value method in estimating  employee stock compensation  expense based
on the fair value method of  accounting.  This method is allowed under SFAS 148,
which amended SFAS 123 in December 2002.

In May 2005, the FASB issued Statement of Financial Accounting Standard No. 154,
"Accounting   Changes  and  Error  Corrections"  ("SFAS  154"),  that  addresses
accounting for changes in accounting principle,  changes in accounting estimates
and changes  required by an  accounting  pronouncement  in the instance that the
pronouncement  does  not  include  specific  transition   provisions  and  error
correction.  SFAS 154  requires  retrospective  application  to  prior  periods'
financial  statements  of changes in accounting  principle and error  correction
unless  impracticable  to do so. SFAS 154 states an exception  to  retrospective
application when a change in accounting principle, or the method of applying it,
may be inseparable  from the effect of a change in accounting  estimate.  When a
change  in  principle  is  inseparable  from  a  change  in  estimate,  such  as
depreciation,  amortization or depletion, the change to the financial statements
is  to  be  presented  in a  prospective  manner.  SFAS  154  and  the  required
disclosures are effective for accounting changes and error corrections in fiscal
years beginning after December 15, 2005.

                                       9
<PAGE>

NOTE 6.  LOANS HELD FOR SALE

Loans held for sale consist of conventional uninsured mortgages originated by
the Company, with various interest rates.

<TABLE>
<CAPTION>
                                         July 31, 2005                                 April 30, 2005
                                     ---------------------                           --------------------
                                          (Unaudited)

Loans Range                   Number of     Total Loan       Average       Number of      Total Loan       Average
-----------                   ----------    -----------      --------      ----------     -----------      -------
                                 Loans         Amount      Interest Rate      Loans          Amount      Interest Rate
                                 -----         ------      -------------      -----          ------      -------------
<C>                                 <C>        <C>           <C>                  <C>       <C>            <C>
$20,000 to $100,000                  1          38,750        9.750%               4         200,620        9.69%
$100,001 to $200,000                 0               -           -                 3         422,774        7.12%
$200,001 to $300,000                 0               -           -                 2         530,880        3.70%
$300,001 to $400,000                 0               -           -                 1         361,580        1.00%
Over $400,000                        2       1,090,200         6.06%               8       4,390,340        2.23%
                              -----------------------------------------------------------------------
TTT                                  3      $1,128,950                            18      $5,906,194
 Deferred fees, net of costs                   (6,200)                                      (19,244)
                                        ---------------                               ---------------
                                            $1,122,750                                    $5,886,950
                                        ===============                               ===============
</TABLE>

NOTE 7.  WAREHOUSE LINE OF CREDIT

The Company  maintained a $10,000,000  warehousing  line of credit dated May 20,
2004,  which expired on May 31, 2005.  The agreement was  guaranteed by ANZA and
its Chief Executive Officer.  In addition,  the agreement  increased the various
ratios and net worth requirements,  minimum utilization requirements, and limits
the  warehouse  period  from 45 to 60 days  depending  on the type of loan.  The
interest  rate was  adjustable,  based  upon a  published  prime  rate,  plus an
additional  0.5% to 2% and was payable  monthly.  In  addition,  the Company was
required to pay a commitment  fee equal to one quarter of 1% (.25%) per annum on
the average  unused credit limit if the usage of the line falls below 50% of the
credit limit on an average basis,  calculated monthly. The rate varies depending
on the  type of  loan  (conforming  or  non-conforming)  with  higher  rates  on
non-conforming  loans. The line of credit was  collateralized  by the loans held
for sale.  As of May 31,  2005 the  Company  lost the  warehouse  line of credit
because AMRES could not get the Error and Omissions coverage with the deductible
set by the  bank's  guidelines.  No demand  for  repayment  of the loan has been
presented  to the  Company.  The  line of  credit  is  classified  as a  current
liability.

As of the quarter ended July 31, 2005,  there were three loans  remaining on the
line  collateralized  by loans held for sale. All loans were sold  subsequent to
the  quarter  ended July 31,  2005.  The loans were  charged  the post  maturity
interest  rate of 10.50%  therefore  creating  a  negative  spread  between  the
interest income collected from the borrower and the interest paid.

                                       10
<PAGE>

NOTE 8.  ACCRUED LIABILITIES

Accrued liabilities consist of the following :

                                                  July 31, 2005   April 30, 2005
                                                   (unaudited)
Accrued salary and benefits                      $      299,835   $      352,721
Accrued loss contingencies                              887,251          887,052
Accrued professional fees                               316,435          312,500
Accrued interest                                         10,938           41,289
                                                 --------------   --------------
                                                 $    1,514,459   $    1,593,562
                                                 ==============   ==============

NOTE 9.  UNSECURED LINE OF CREDIT

The Company maintains a $75,000 unsecured line of credit.  The line of credit is
personally  guaranteed by ANZA's chief executive  officer.  The interest rate is
adjustable,  based upon a published prime rate, plus an additional  7.75%. As of
July 31, 2005, the Company had $868 outstanding related to this line of credit.

NOTE 10. ISSUANCE OF CONVERTIBLE NOTES AND WARRANTS BY A SUBSIDIARY

On October 11,  2004,  the Company  issued a secured  convertible  note  payable
totaling  $125,000 to AMRES Holding,  LLC, a related party  partially  owned and
controlled  by the Company's  Chief  Executive  Officer.  The note is secured by
substantially  all of AMRES' assets.  Interest on this note is payable quarterly
beginning  on January 1, 2005 at 12% per annum,  and the note matures on October
11, 2006. The note is convertible  into the Company's common stock at 75% of the
average closing bid price for the five days preceding the date of the conversion
notice.  As  additional  consideration,  the  Company  issued a warrant to AMRES
Holding,  LLC to purchase  250,000 shares of the Company's common stock at $0.10
per share. The warrant is exercisable at any time between the closing date and a
date  which is five years from the  closing  date.  The  Company  allocated  the
proceeds  of the note to the  note and  warrants  based on their  relative  fair
values,  resulting in a discount related to the warrant of $10,175. The discount
is being  amortized over the life of the note. As the conversion  feature of the
note at the time of issuance was beneficial to the holder,  the Company recorded
a discount on the note of $57,413. The discount is being amortized over the term
of the note as interest  expense.  During the quarter  ended July 31, 2005,  the
note was fully repaid,  and the unamortized  discount of $17,185 was immediately
charged to interest expense.

On January 18, 2005, the Company issued a convertible  note payable to a private
investor totaling $55,000.  The Company received proceeds,  net of all costs and
fees, in the amount of $47,980.  Interest on this note is payable monthly at 10%
per annum,  and the note matures on June 15, 2005. The note is convertible  into
shares of AMRES  common  stock at 50% of the bid price of AMRES  common stock as
reported  on the Pink  Sheet  Market  for the  three  trading  days  immediately
preceding the date of the conversion  notice.  As the conversion  feature of the
note at the time of issuance was beneficial to the holder,  the Company recorded
a discount on the note of $55,000. The discount is being amortized over the term
of the note as interest expense.  During the year ended April 30, 2005,  $17,500
of this  convertible  note payable was converted into 2,000,000  shares of AMRES
common  stock.  The  unamortized  discount  amount  of  $7,621  at the  time  of
conversion was immediately  charged to interest  expense.  The convertible  note
payable  matured on June 15, 2005 and the  discount  was fully  amortized on the
same day. The Company is currently in the process of  negotiation  with the note
payable holder on repayment.

                                       11
<PAGE>

On February 10, 2005 the Company issued convertible notes payable to two private
investors  totaling  $14,000  and  $14,000.  Interest on these notes are payable
monthly at 8% per annum,  and the notes mature on February 10, 2006.  Both notes
are immediately  convertible  into shares of AMRES common stock at a price equal
to 50% of the  average  market  price  for the  last  three  days  prior  to the
conversion  notice.  As the  conversion  features  of the  notes  at the time of
issuance were beneficial to the holders,  the Company recorded a discount on the
notes of $14,000 and $14,000,  respectively.  The discounts are being  amortized
over the term of the notes as interest expense.  During the year ended April 30,
2005,  $0 and $4,500,  respectively,  of these  convertible  notes  payable were
converted into 0 and 525,862 shares,  respectively,  of AMRES common stock.  The
unamortized  discount amount of $0 and $3,375,  respectively,  were  immediately
charged  to  interest  expense.  At July 31,  2005,  the  unamortized  discounts
amounted to $7,000 and $3,625, respectively,  and are reflected as reductions in
the convertible notes payable balance.

NOTE 11.  EARNINGS PER COMMON SHARE

ANZA  presents  basic  earnings per share ("EPS") and diluted EPS on the face of
the  consolidated  statement of operations.  Basic EPS is computed as net income
(loss) divided by the weighted  average number of common shares  outstanding for
the period.  Diluted EPS reflects the  potential  dilution that could occur from
common shares issuable through stock options,  warrants,  and other  convertible
securities.  Dilutive securities,  including the Series D Convertible  Preferred
Stock and the Series F  Convertible  Preferred  Stock,  were not included in the
computations  of loss per share for the three  months  ended July 31, 2005 since
their effects are anti-dilutive.

NOTE 12.  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 144 of the Exchange Act of 1933,  the Company  discounts  the closing
ask  prices by 10% to value its common  stock  transactions.  No such  issuances
occurred for either period presented.

During the quarter  ended July 31,  2005,  the company  issued a total of 32,900
shares of common  stock valued at $1,760 as a payment of dividends on the Series
F convertible preferred stocks.

During the quarter ended July 31, 2005, 51,250 common shares issued to Jeff Hemm
were  cancelled  as  a  result  of  the  legal   settlement.   See  Note  13  on
Contingencies, Settlements and Resolved Matters.

NOTE 13. CONTINGENCIES

Indemnifications

On  December 9, 2002,  the Company  received  notification  from HUD  requesting
indemnification  on up to 23 loans  brokered  by a former  loan  officer  of the
Company.  AMRES  executed and provided an  indemnification  agreement to HUD, as
requested.  On February 13, 2003,  HUD notified AMRES that (i) without the loans
originated by this particular loan officer,  AMRES' default and claim rate would
be an acceptable  level to HUD, and (ii) as a result of the  termination of that
loan officer, and the execution of the indemnification agreement, the matter was
closed.

                                       12
<PAGE>

During the year ended  April 30,  2004,  the  Company  received  two demands for
payment from HUD on claims  totaling  approximately  $170,000.  The first demand
involved  losses on five  properties and the second demand involved losses on an
additional property.  All six properties were part of the original 23 properties
referred to above. The Company carries errors and omissions  insurance coverage,
however,  the Company  received  notification  from their  errors and  omissions
insurance  carrier that their claim for coverage was denied. As a result of this
denial,   the  Company   estimated   that  their  total   liability   under  the
indemnification agreement is approximately $200,000.

To date, the Company received demands for payments in the approximate  amount of
$197,000  and has paid all of the  outstanding  balance  except for  $60,000 for
which the Company is requesting a credit for from HUD. The $60,000  represents a
surplus that HUD received on the sale of two of the indemnified properties.

In May  2005,  HUD  conducted  another  audit  of  approximately  11 loan  files
originated by two of the company's branches in Riverside County, California. The
Company  recently  received the findings  from this audit,  and while there were
various  minor  discrepancies  noted,  there  were only a few  nominal  monetary
assessments against the Company.

State Audits

The  Company  is  subject to certain  state  audits,  which are  typical in this
industry.  Often these audits uncover instances of  non-compliance  with various
state  licensing  requirements.  These  instances  of  non-compliance  may  also
translate into a particular  state levying a fine or penalty against the Company
along with the Company  refunding any overpaid fees to the borrower.  During the
year ended April 30,  2004,  the  Company  resolved  actions  with the states of
Arizona,  Kansas,  Nevada and Virginia paying settlements  totaling $93,000. The
Company  believes  it is likely  that a total of an  additional  $25,000  in the
accompanying  balance sheet as of April 30, 2004, which  management  believes is
sufficient to cover any liability related to the audits. Subsequent to April 30,
2004, the company paid $145,170 in state and HUD audit settlement.

In June 2005, the Company was audited by the State of Virginia.  The Company has
not received the results of this audit.

Settlements or Resolved Matters

In November  2003, a former  employee filed a lawsuit  against the Company,  the
Chief Executive Officer of the Company,  and AMRES. The Complaint alleged breach
of  contract  and  fraud  arising  out of the  plaintiff's  employment  with the
Company,  and requested  damages in excess of  $5,000,000,  plus attorney  fees,
interest,  penalties,  and punitive damages.  The trial date was continued until
December 6, 2004, but the matter was settled  through  mediation on November 24,
2004.  During the quarter  ended July 31, 2005,  51,250  common shares issued to
Jeff Hemm were  cancelled as a result of the legal  settlement.  By the terms of
the settlement  agreement,  the amount of the settlement is confidential but the
terms were very favorable and resulted in no material impact to the Company.

                                       13
<PAGE>

On June 1,  2004,  the  Company  agreed to settle a claim by a lender who sought
recovery on two loans involving alleged  misrepresentation by the borrowers. The
claims were for amounts of approximately $200,000. On or about June 1, 2004, the
Company executed a settlement agreement for a total amount of $120,000,  with an
initial  payment of $60,000 on June 1, 2004 and subsequent  monthly  payments of
$10,000 for six months.  The $120,000 is accrued in the financial  statements as
of April 30, 2004.  Subsequent to the quarter  ended July 31, 2005,  the Company
has paid this obligation in full.

During the current fiscal year, a lender  requested  that the Company  reimburse
them for two loans  which went into  default  and were  subsequently  sold for a
$150,000 loss.  The loans were brokered by a branch of the Company.  On July 19,
2004, the Company settled with the lender  agreeing to make monthly  payments of
$10,000  starting  on August 1, 2004 until a total of $138,000  was paid.  As of
April 30, 2005, the Company has paid $80,000  related to this  settlement,  with
the  balance of $58,000  included  in accrued  liabilities  in the  accompanying
consolidated balance sheet. This matter is currently in litigation. Due to later
discovered  facts,  the Company is disputing  the basis for the  settlement  and
believes that the lender,  and not the Company,  is responsible  for the losses.
The  Company  has filed a  Cross-Complaint  to recover  the  moneys the  Company
already paid.

In October  2003, a former  employee  filed a lawsuit  against the Company,  the
Company's Chief  Executive  Officer and AMRES.  The Complaint  alleged breach of
contract and fraud arising out of the  plaintiff's  employment  with the Company
and requested  damages in excess of $2,000,000,  plus attorney  fees,  interest,
penalties,  and punitive damages. The trial date was continued until March 2005,
but the matter was settled through  mediation on February 17, 2005. By the terms
of the settlement  agreement,  the settlement  amount is  confidential,  but the
terms were favorable and resulted in no material impact to the Company.

On or about July 3, 2003, the Company filed a complaint  against a former branch
manager  and filed an  Amended  Complaint  on or about  October  16,  2003.  The
allegations  included  breach of written  contract;  intentional  and  negligent
misrepresentation; misappropriation of trade secrets; interference with economic
relations;  violation of Business &  Professions  Code 17200;  breach of implied
covenant  of good  faith  and  fair  dealing;  conversion  and  conspiracy.  The
defendant filed a cross-complaint  against the Company alleging that the Company
misclassified  her  employment  status and that the Company was liable for money
advanced on its behalf of approximately  $250,000. The entire matter was settled
on or about March 4, 2005. The terms of the settlement are confidential but were
very favorable and resulted in no material impact to the Company.

On  December  11,  2003,  a  competitor  of the  Company  filed a suit  alleging
intentional interference with contract,  conversion and trade name infringement,
among other causes of action.  The case settled through  mediation in June 2005.
The settlement agreement imposes a duty of good faith to refer at least one loan
per month (on a broker basis) to the plaintiff until $8M in loan volume has been
funded.  Since the average loan amount to $400,000  approximately  20 loans will
need to be referred  and funded.  The  agreement  does not contain a  liquidated
damages clause.

On or about May 18, 2004, a former  assistant in one of the  Company's  branches
filed a complaint alleging  violations of California Labor Code Sections 202 and
203, claiming that the plaintiff was owed back commissions. The Company believes
that this claim lacks merit as the plaintiff was not licensed at the time of her
claims and thus not  entitled to any  commissions  by law.  This case settled on
April 1, 2005 after a  mandatory  settlement  conference.  The  Company  was not
impacted by this settlement.

                                       14
<PAGE>

On or about September 7, 2004, a complaint was filed against the Company and its
Chief  Executive  Officer  alleging  fraud,  negligent  misrepresentation  and a
promise  made  without  intent to  perform.  The  amount of  damages  claimed is
approximately $250,000. On March 11, 2005, the Court sustained (without leave to
amend) Defendants' Demurrer to plaintiff's Complaint. On May 25, 2005, the Court
entered a Judgment of Dismissal of the entire action in the defendant's favor.

Active Litigation

On January 23, 2004, a former  employee filed a claim against the Company in the
Superior Court of California,  for the County of Orange.  The Complaint  alleged
breach  of  oral  contract,  claimed  damages  arising  out of  the  plaintiff's
employment  with the Company,  and  requested  damages in excess of $50,000 plus
attorney fees,  interest,  penalties and punitive damages. On February 17, 2005,
the Court granted the Company's  Motion for Summary  Adjudication  and dismissed
all but  one  cause  of  action.  The  Company  believes  the  Plaintiff  may be
considering an appeal.

On November 6, 2003, a borrower  filed claim against the Company in the Superior
Court of  California,  City and County of Alameda.  Amongst others also named as
defendants  in this  matter,  is a former  Loan  Officer  in the  Company's  San
Francisco  Branch  Office.  The  complaint  alleges  fraudulent   inducement  of
contract,  rescission,  conversion and  negligence.  Plaintiff's  claim is for a
total amount of $121,000 but the Company  believes  that the  plaintiff  has not
shown any viable  claim  through the  discovery  process and  believes  that the
Company will prevail at trial or even at a pretrial motion for Summary Judgment.

In May of 2004 a borrower  filed suit against the Company,  a branch manager and
an individual, for allegations of fraud amongst other causes of action. The suit
alleges that the individual named Paul Robertson deceived the borrowers who were
seeking a  construction  loan to build a house on a vacant lot.  The  plaintiffs
claim that they never received the house or the funds to construct the house and
are seeking  "compensatory  damages  exceeding  $75,000" and  "punitive  damages
exceeding $75,000".  The plaintiffs are also seeking "reasonable attorneys' fees
and costs.  The Company is defending on the grounds that Robertson was not their
agent and to the extent that he and the agent were somehow defrauding borrowers,
it was being done  outside  of the  course and scope of any agency  relationship
with  the  Company.  The  Company  believes  that the case  lacks  merit  and is
defending vigorously.

In June 2004, an Orange  County,  California  based landlord filed a lawsuit was
filed against the Company. The suit alleges that the Company breached a building
lease and claims damages for the entire term of the lease through August 2007 of
$886,332.  The Company filed an Answer to the  Complaint  and a  Cross-Complaint
against a former Branch Manager and his business  associate who signed the lease
in question  purporting to be officers of the corporation.  The Company believes
that this matter lacks merit and is defending vigorously in order to assure that
the proper  parties be  accountable  for any damages that are due the plaintiff.
The Company obtained  information and believes that the office leases, which are
the subject of this litigation, have been re-leased to new tenants and that fact
alone  significantly  reduces  any  damages to the  plaintiff.

On or about July 30,  2004,  a borrower  filed a complaint  against the Company,
alleging violations of Michigan Consumer Protection Act, breach of contract, and
intentional  infliction of emotional  distress.  The Company believes that there
are  third  parties  that,  at the very  least,  share in the  liability  to the
plaintiff  and is vigorously  seeking to show same through the formal  discovery
process.

                                       15
<PAGE>

On or about September 20, 2004, a Class Action Complaint was filed, alleging the
Company  sent  unsolicited  advertisements  to fax machines in violation of TCPA
47USC  section 227. The Company is defending  vigorously  and also  tendered the
matter to People's Home Loans (a company owned by a former branch manager of the
Company) for indemnification,  as they were responsible for the actions that are
subject to the Complaint.  The Company recently received an indication that this
matter will be resolved with nominal financial impact to the Company.

On or about November 10, 2004 a complaint was filed against the Company alleging
breach of contract and warranty;  deceptive trade practices;  fraud; conversion;
negligence;  breach of fiduciary duty;  unjust  enrichment and  conspiracy.  The
Complaint alleges damages in the approximate amount of $295,000.  The Company is
defending vigorously and has information and belief that there are third parties
that will  ultimately have liability in this matter and that plaintiff will also
be found to  share in the  liability  for its own  damages.  The  plaintiff  has
expressed an interest in mediating the matter to a resolution.

On or about  November  24,  2004,  a Class  Action  case was filed  against  the
Company, one of its former Branch Managers,  and a third party entity,  Spectrum
Funding  Group,  Inc.,  which is  operated by said former  Branch  Manager.  The
Complaint  alleges  damages & equitable  relief for violations of the California
Labor  Codes;  and  California  Unfair  Business  Practices  Act. The matter was
tendered to the former Branch Manager for indemnification  based on his contract
with the  Company.  The  Company  believes  that the matter  lacks  merit and is
defending  vigorously.  The Company also recently  learned that this matter will
likely be resolved with a nominal financial impact on the Company.

On or about  December 15, 2004, a former loan officer filed a complaint  against
the Company,  alleging Breach of Contract and Conversion.  The Company  believes
that the matter  lacks merit and is  defending  vigorously.  The Company has had
very positive informal  negotiations with plaintiff and his counsel and believes
that the two sides are very close to resolving this matter without a significant
financial impact on the Company.

On March 31, 2005 a borrower filed a Complaint against the Company,  as well as,
an Investor of the Company and a Company to whom said Investor sold  plaintiff's
loan. The Complaint alleges Fraud; RESPA (12 U.S.C.A.  section 2601 and TILA (15
U.S.C.A.  section 1601 and its Regulation Z) violations.  Defendants  have filed
for removal of case to Arbitration and are vigorously defending.

On April 22, 2005 an individual filed a Complaint  against the Company and third
parties,  alleging  counts  of  fraud,  conversion,  intentional  infliction  of
emotional  distress,  (MCPA) MCL 445.901,  (CSPA) MCL  445.1822(b),  temporary &
permanent injunction,  breach of fiduciary duty,  allegations of MCLA 440.3420 -
conversion and negligence.  The Company is defending vigorously and is preparing
a motion for summary  judgment  requesting that the Court dismiss the Company as
it is never closed a transaction for the individual and received no compensation
from the company that did close a transaction for the individual.

On May 2, 2005 a Lender  filed a Complaint  against the Company  alleging  money
agreements  between  the  parties  were  breached.  The  Complaint  states  that
plaintiff is owed $50,531 in monetary  damages and attorneys' fees in the amount
of $2,165.  The Company is defending  vigorously  and believes that it will show
that plaintiff is not entitled to any money from the Company.

                                       16
<PAGE>

On June 8, 2005 a former  consultant of the Company  filed a complaint  alleging
that the  Company  owes him  $125,000  plus  attorneys'  fees due to a breach of
contract.  The Company is defending  vigorously and has filed a  Cross-Complaint
against the plaintiff as the Company  believes  that the plaintiff  fraudulently
induced the Company into  entering  into the  contract in the first place.  This
matter  has  recently  settled,   pending  a  formal  settlement  agreement  and
dismissals of the complaint and cross-complaint.

On June 17, 2005 a Lender filed a Complaint against the Company alleging $70,000
in damages  resulting  from the Company  breaching a repurchase  agreement.  The
Company is  vigorously  defending  the  matter  and has filed a  Cross-Complaint
against the Lender, the Lender's President and one of the Lender's executives as
the Company believes that the Cross-Defendants induced the Company into entering
into the repurchase  agreement under false pretenses.  The Company also believes
that Cross-Defendants should be forced to return the amounts already paid out by
the Company on the repurchase agreement. The Company believes the matter is also
being settled and is also pending a formal settlement agreement.

On July 26, 2005 a Lender filed a Complaint  against the Company alleging breach
of contract, negligence, and negligent misrepresentation.  The Complaint alleges
damages in excess of $25,000,  punitive damages,  attorney's fees,  interest and
costs. The complaint involves  approximately 14 loans that allegedly  originated
at a former branch of the company in Michigan.  Although the matter was recently
filed, the company believes that substantial  liability in this case wrests with
the plaintiff  itself as well as various  individuals  that were employed by the
company but were  acting  outside  the course and scope of their  employment  in
relationship to the alleged damages suffered by plaintiff.

Additional Demands

On June 22, 2005, a Class Action  Complaint  was filed  alleging  that  American
Residential  Funding  unlawfully used a telephone  facsimile  machine to send at
least one (1)  unsolicited  advertisement  (unsolicited  fax)  defined in and in
violation of the TCPA, 47 U.S.C., section 227(a)(4).

On June 28, 2005 a Complaint was filed  alleging  violations  of the  following:
Truth and Lending,  Michigan  Credit  Services  Protection  Act,  Michigan  Home
Solicitation  Sales Act,  Michigan  Consumer  Protection Act,  Mortgage Brokers,
Lenders & Servicers Act and Usury.

On July 7,  2005  counsel  for a Lender  sent a  demand  letter  to the  Company
involving  a number of loans  allegedly  originated  by various  branches of the
company. The Company is awaiting a formal demand from the Lender but anticipates
that this claim will result in litigation as the Company believes that there are
numerous third parties responsible for plaintiff's damages (as well as plaintiff
being   responsible   to  a  certain   degree   for  its  own   damages).   Thus
Cross-Complaints will need to be filed in order to properly place responsibility
for plaintiff's damages.

On September 26, 2005 a complaint  alleging breach of contract was filed stating
that  defendant  AMRES  breached  the terms  contained  within the AMRES  Branch
Operating and Management Agreement as follows:  failure to provide the necessary
qualifications and licensing from the Arizona State Banking Department;  failure
to provide and maintain  qualified  responsible  individuals to represent AMRES;
inability  and  failure to handle,  process,  and close  residential  loans in a
timely  manner;  change of branch lender status  without prior notice;  charging
loan fees which were in excess of the agreed fee structure.

                                       17
<PAGE>

NOTE 14. SUBSEQUENT EVENTS

Viking Investments Common Stock Purchase Agreement

         On September 19, 2005, the Company entered into a Common Stock Purchase
Agreement  whereby Vince Rinehart,  a shareholder and the Company's sole officer
and director  ("Rinehart")  and AMRES Holding,  LLC, a Nevada limited  liability
company under control of Rinehart  ("AMRES  Holding") will sell a total combined
amount of  10,279,369  shares of the  Company's  common  stock and  warrants  to
purchase  a total  of  3,450,000  shares  of the  Company's  common  stock  (the
"Securities"),   to  Viking  Investments  USA,  Inc.,  a  Delaware   corporation
("Viking"),  on or about October 28, 2005,  for an aggregate  purchase  price of
$375,000.  Viking  does not  bear a  related-party  relationship  to Anza or its
management.

Gaulds Transaction

         On  September  23,  2005,  the  Company  received  a signed  Securities
Purchase  Agreement  dated  September  16,  2005 from Peter and Irene Gauld (the
"Gaulds"),  by and between AMRES Holding and the Gaulds, whereby the Gaulds will
sell to AMRES  Holding,  on or about  October  28,  2005,  warrants  to  acquire
2,000,000  shares  of the  Company's  common  stock in  exchange  for the  total
purchase price of $10,000.  The Gaulds do not bear a related-party  relationship
to the Company or its management.

Asset Sale Agreement

         On September 30, 2005, the Company entered into a Reorganization, Stock
and Asset  Purchase  Agreement  by and among the Company  and AMRES,  on the one
hand,  and Rinehart and AMRES  Holding,  on the other hand,  whereby the Company
will sell substantially all of its assets to AMRES Holding, on or about November
8, 2005, including but not limited to all of the Company's ownership interest in
its  subsidiary,  AMRES,  in exchange for (i) the  termination by Rinehart,  the
managing  member of AMRES Holding,  of that certain  Employment  Agreement dated
June 1, 2001, by and between  Rinehart and the Company,  including the waiver of
$500,000  in  severance  thereunder  and  (ii)  the  assumption  by AMRES of all
obligations  under that certain real  property  lease by and between the Company
and Fifth Street  Properties-DS,  LLC. In  conjunction  with the  abovementioned
exchange, the following transactions are to occur: (i) the delivery by Rinehart,
a  shareholder  and the sole officer and director of the Company,  of his entire
ownership interest in the Company, consisting of 988,275 shares of common stock,
and 18,800 shares of Series F Convertible  Preferred Stock, to Viking;  (ii) the
delivery by AMRES to Viking of its ownership interest in the Company, consisting
of 4,137,500 shares of Company common stock; and (iii) delivery by AMRES Holding
of warrants to acquire  250,000 shares of the Company's  common stock to Viking.
Since this agreement is contingent upon the closing of certain other  securities
purchase agreements,  the Company will not record the impact of this transaction
until the related securities purchase agreements,  as discussed above and below,
close.

Series D Preferred Stock and Common Stock Transaction

         On September  30, 2005,  AMRES  Holding  entered into a Stock  Purchase
Agreement  with  Cranshire  Capital,  L.P.  ("Cranshire"),  The dotCom Fund, LLC
("dotCom"),  and  Keyway  Investments,  Ltd.  ("Keyway")  (each a  "Seller"  and
collectively the "Sellers"),  whereby the Sellers will sell to AMRES Holding, on
or about  November 8, 2005,  an aggregate of 3,043,945  shares of the  Company's
common stock,  8,201.5  shares of the Company's  Series D Preferred  stock,  and
warrants to purchase  750,000 shares of the Company's  common stock, in exchange
for  the  total  purchase  price  of  $125,000.   The  Sellers  do  not  bear  a
related-party relationship to Anza or its management.  These securities will all
be sold to Viking  pursuant to the terms of Common Stock  Purchase  Agreement as
reported above.

                                       18
<PAGE>

GunAllen Transaction

         On October 12, 2005, the Company received a signed Securities  Purchase
Agreement  dated  September 16, 2005, by and between AMRES Holding and GunnAllen
Financial,  Inc., a Florida  corporation  ("GunnAllen"),  whereby GunnAllen will
sell to AMRES Holding, on or about October 28, 2005, warrants to acquire 450,000
shares of the Company's common stock in exchange for the total purchase price of
$5,000.  GunnAllen  does not bear a  related-party  relationship  to Anza or its
management.


                                       19
<PAGE>

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

         This Form 10-Q  report may  contain  forward-looking  statements  which
involve risks and uncertainties.  Such  forward-looking  statements include, but
are not limited to,  statements  regarding future events and the Company's plans
and expectations. The Company's actual results may differ significantly from the
results discussed in forward-looking  statements as a result of certain factors,
including  those discussed in the Company's Form 10-K for the period ended April
30, 2005 and this report.  The Company  expressly  disclaims any  obligations or
undertaking to release publicly any updates or revisions to any  forward-looking
statements contained herein to reflect any change in the Company's  expectations
or any events, conditions or circumstances on which any such statement is based.

OVERVIEW

         We are a holding company which currently operates primarily through one
(1) active subsidiary.

      o     AMERICAN RESIDENTIAL FUNDING, INC., a Nevada Corporation (AMRES)
            provides home financing through loan brokerage and banking

Inactive Subsidiaries

      o     TITUS REAL ESTATE, LLC, a California limited liability company
            (TITUS REAL ESTATE) is currently non-operational.


      o     BRAVO REALTY.COM, a Nevada Corporation (BRAVO), was a real estate
            sales company focused solely in California. BRAVO REAL ESTATE
            SERVICES, INC. (BRAVO REAL ESTATE NETWORK) and Bravo Realty.com were
            sold in April, 2005.

Discontinued Operations:

      o     AMRES DIRECT, INC., formerly Red Carpet Holdings, Inc., was
            activated in 2004 to focus on direct-to-consumer marketing. The
            Company has not generated revenue and has incurred minimal expenses.

      o     EXPIDOC.COM, a California Corporation (EXPIDOC) arranged for
            notaries to provide document signing services for lenders across the
            country. Effective January 31, 2004, we suspended operations at
            Expidoc. This decision was a result of a sudden shift in customer
            mix, as Expidoc's largest customer (Ditech.com) ceased using Expidoc
            as a third party provider of notary services.

         As shown  below,  AMRES has  consistently  provided the majority of our
consolidated  revenue.  The  industry  in which  AMRES  operates  can be  highly
volatile and is largely dependent on interest rates.

                            Percentage of Total Revenues by Service

                             % YTD Revenue         % YTD Revenue
                             July 31, 2005         July 31, 2004
                           ------------------    -------------------
Loan Brokering                         99.9%                  98.3%
Mortgage Banking                         .1%                    .9%
Real Estate Brokerage                   .0 %                  0.8 %

        Total                          100 %                  100 %

                                       20
<PAGE>

CRITICAL ACCOUNTING POLICIES

         Anza's consolidated  financial  statements and related public financial
information  are based on the  application  of accounting  principles  generally
accepted in the United  States of America  ("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 losses on loans held for
sale and indemnifications  associated with loans brokered.  In addition,  we are
subject  to  litigation  in  the  normal  course  of  business.  We  assess  the
probability and financial  exposure when determining when a liability for losses
should be recorded. In addition,  the recoverability 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.

Revenue Recognition

Commissions  generated  from  brokering  loans  are  recognized  at the  date of
settlement.  Loan  origination  fees are deferred and recorded  upon the sale of
loans to third  parties  without  recourse,  and whereby ANZA has no  continuing
involvement.

Loans Held for Sale

Loans  held for sale  represent  mortgage  loans  originated  and held by AMRES,
pending  sale,  to  interim  and  permanent  investors.  AMRES  sells  loans  it
originates,  typically  within 30 days of origination,  rather than holding them
for investment.  AMRES sells 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. This means
that, with some exceptions,  the Company reduces its exposure to default risk at
the time it sells the loan,  except that it may be required  to  repurchase  the
loan  if it  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,  management  will assess the impact of losses,  which results
from a  repurchased  loan. To date,  no loans have been  repurchased  which were
originated,  funded and sold by AMRES;  however, the Company has participated in
settlements  for  damages as a result of default  loans.  The  mortgage  banking
operations  have been  discontinued as of May 31, 2005 because of the closure of
the  warehouse  line of  credit  due to  AMRES  inability  to meet  the  maximum
deductible requirement for the errors and omissions insurance. As of the quarter
ended  July 31,  2005,  there  were  three  loans  held for sale which were sold
subsequent to the quarter ended July 31, 2005.

                                       21
<PAGE>

Gains and losses on loans sold are recognized at the time legal title  transfers
to the investor  based upon the  difference  between the sales  proceeds and the
basis of the loan sold.  Basis in the loans held for sale  includes  the cost of
the loan,  less loan and processing  fees charged to the borrower,  plus certain
direct  costs.  The  mortgages  are  carried  at the  lower of cost or market as
determined by outstanding  commitments  from investors or current investor yield
requirements  calculated  on the  aggregate  loan  basis.  Management  evaluates
impairment  of loans  held for sale  based on their  estimated  fair  value.  If
impairment exists, AMRES records a charge to earnings.  During the quarter ended
July 31, 2005, AMRES realized a net gain on the sale of loans of $8,184.

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 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 the three months ended July 31, 2005 and 2004, we
estimated  the  allowance on net  deferred tax assets to be one hundred  percent
(100%) of the net deferred tax assets.


                                       22
<PAGE>

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2005 COMPARED TO THE
THREE MONTHS ENDED JULY 31, 2004

Introduction

         Interest rates have continued to put downward pressure on revenues. Our
cost  containment  measures  have been unable to fully  offset the impact of our
reduced revenues.

<TABLE>
<CAPTION>
                                       Quarter Ended     Quarter Ended      Dollar
                                       July 31, 2005     July 31, 2004      Change         % Change
                                        ------------     ------------    ------------    ------------
<S>                                     <C>              <C>             <C>                    <C>
Revenues                                $ 13,494,852     $ 13,623,934    $   (129,082)          (0.95%)


Gross Profit %                                  28.3%            20.7%            N/A             7.6%

General and Administrative Expenses        2,870,083        2,325,388         544,695           23.42%

Selling and Marketing                      1,039,071          461,763         577,308          125.02%
Net Income (Loss) available to common
stockholders                                (492,629)          51,265        (543,894)      (1,060.95)%
</TABLE>

Revenues

         Out of revenues of  $13,494,852  for the quarter  ended July 31,  2005,
$13,486,668,  or 99%, were generated from broker commissions,  compared to total
revenues of  $13,623,934  and revenues from broker  commissions  of  $13,377,202
(98%) for the quarter ended July 31, 2004. Total revenues  decreased by $129,082
or .95% for the quarter  ended July 31, 2005  compared to the quarter ended July
31,  2004.  The  decrease in revenues is directly  related to the decline in the
refinance market and increase in property values.

         AMRES is the only active  subsidiary  under ANZA and has generated 100%
of the revenue this quarter.

Costs of Revenues

         Cost of revenues  are  comprised  of salaries to  employees  along with
commissions.  Commissions  are paid on loans  funded.  Other costs include other
various  loan  related  expenses,   such  as  referral  fees,  processing  fees,
underwriting  fees, and other  miscellaneous  fees related to brokered revenues.
Cost of revenues  decreased by $1,131,910 or 10.47%,  for the quarter ended July
31, 2005, to $9,677,118  from  $10,809,028  for the quarter ended July 31, 2004.
Notary and other costs associated with Expidoc.com and Bravorealty.com decreased
by $118,717,  or 100%.  These decreases are directly related to the discontinued
operations of Expidoc.com and the transfer of ownership of bravorealty.com.

                                       23
<PAGE>

Consolidated  gross  profit  increased by  $1,002,828,  or 35.6% for the quarter
ended July 31, 2005 to $3,817,734 from $2,814,906 for the quarter ended July 31,
2004. As a percentage of revenue,  the gross profit  increased by  approximately
7.6%.  The  increase in the gross  profit was  attributable  to the  decrease in
commissions  paid and more of the income  residuals  were  transferred to branch
accounts.  The increase of the gross  profit as a percentage  of the revenue was
due to decreased commissions paid and increase in rebates from lenders

General and Administrative Expenses

         General and administrative  expenses totaled $2,870,083 for the quarter
ended July 31, 2005, compared to $2,325,388 for the quarter ended July 31, 2004.
This  increase of  $544,695  can be  directly  attributed  to increase in branch
personnel expenses and branch management expenses.

Selling and Marketing Expense

         Selling and marketing  expense relates  primarily to costs incurred for
prospecting  activities to obtain new clients  (borrowers).  These costs include
acquiring  "leads"  which  translate  into funded  loans.  Selling and marketing
expenses for the quarter ended July 31, 2005 amounted to $1,039,071  compared to
$461,763 in the quarter ended July 31, 2004.  We may see  increased  spending in
this area in future periods as the marketplace for qualified  borrowers  becomes
more and more competitive.

Interest Expense

         Interest expense was $382,228 as of July 31, 2005,  compared to $49,753
as of July 31, 2004.  Interest expense is primarily  related to interest paid on
our warehouse  line of credit.  The line of credit was not renewed upon maturity
on May 31, 2005 due to Anza's inability to meet the errors and omissions maximum
deductible  guideline of the warehouse line  provider.  The increase in interest
expense  for the  quarter  ended  July  31,  2005,  was also  attributed  to the
amortization  of  discounts  related  to  Series  G  Preferred  stocks  totaling
$281,322.

Income Taxes

         Our income taxes have not been  material  during the periods  presented
because of utilization of Anza's net operating  loss  carryforwards  for federal
income tax reporting purposes.  California  suspended net operating losses usage
for fiscal 2004 and 2005.  The Company  has no  significant  current or deferred
income tax expense during the periods presented.

Net Income (Loss)

AMRES  realized a net loss of  $490,869  for the  quarter  ended  July 31,  2005
compared to a net income of $51,265 for the quarter  ended July 31,  2004.  This
was due to the significant  drop in production  attributed to the decline in the
refinance market.

LIQUIDITY AND CAPITAL RESOURCES

Introduction

         Our cash position  remains  strong with over $1.4 million on hand as of
July 31, 2005. Our current  liabilities exceed our current assets by $1,442,552.
However,  if our  revenues  continue  to decline and we are unable to offset the
declines by shedding overhead costs, our cash balances will decrease noticeably.
In  addition,  any  significant  changes  to  our  estimates  of  exposure  from
contingent  liabilities  could have a severe adverse effect on our liquidity and
capital resources

                                       24
<PAGE>

Cash Flows

         Net cash provided by (used in) operating  activities was $4,950,759 for
the three  months ended July 31, 2005,  compared to  ($3,107,574)  for the three
months  ended  July 31,  2004.  For the three  months  ended July 31,  2005,  we
recorded a net (loss) of ($490,869)  compared to a net income of $51,265 for the
three months ended July 31, 2004. In both periods, the changes in our loans held
for sale was the  primary  contributor  to the net cash  provided  by (used  in)
operating activities in the amount of $4,764,200 and ($3,817,012) as of July 31,
2005 and 2004,  respectively.  In addition,  for the current  three  months,  an
increase in  commissions  payable in the amount of  $667,613  and an increase in
accounts payable in the amount of $37,488 were contributors to the cash provided
by operating activities.

         Net cash (used in)  investing  activities  was  ($1,226)  for the three
months ended July 31, 2005  compared to cash (used in)  investing  activities of
($3,500) for the three  months  ended July 31, 2004.  For the three months ended
July 31, 2005,  net cash used in investing  activities  relates  acquisition  of
property and equipment.

         Net cash provided by (used in) financing  activities  was  ($4,789,110)
and  $3,679,761  for the three  months  ended July 31,  2005 and July 31,  2004,
respectively.  The most  significant  contributor  to the cash used in financing
activities during the quarter ended July 31, 2005, relates primarily to payments
on our warehouse  line of credit in the amount of  $(4,789,978).  In the quarter
ended July 31, 2004,  the only  inclusion in the net cash  provided by financing
activities was from advances from our warehouse line of credit.

Liquidity

         Our  cash on hand at July  31,  2005  amounted  to  $1,477,263  and our
working  capital  shortfall  was  $1,442,552.  Our current  obligations  consist
primarily of  liabilities  generated in the ordinary  course of business,  which
included our warehouse  line of credit.  We have no long-term debt which we need
to service in the near term.

Interest Rates

         We are vulnerable to increases in interest rates. Our business over the
past two years has increased due to mortgage  refinancings  which  resulted from
declining  interest  rates.  The sub-prime  lending market is less vulnerable to
increases in interest rates,  because  interest rates charges to these borrowers
is  significantly  higher  and less  volatile  to  changes  in  interest  rates.
Significant  increases in interest rates could have an adverse impact on our the
financial condition, results of operations and cash flows.

Seasonality

         We experience  slow loan  production  in the months of January  through
March  because of the low number of  applications  we  receive in  December  and
January  relative to the other  months  during the year.  We  historically  have
incurred losses during the months of February and March because of seasonality.

                                       25
<PAGE>

ITEM 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Interest rate movements significantly impact our volume of closed loans
and represent the primary  component of market risk to us. In a higher  interest
rate environment,  consumer demand for mortgage loans,  particularly refinancing
of existing  mortgages,  declines.  Interest rate movements  affect the interest
income earned on loans held for sale,  interest  expense on the warehouse  lines
payable,  the value of mortgage  loans held for sale and  ultimately the gain on
sale of mortgage loans.

         Our primary  financial  instruments  are cash in banks and money market
instruments.  We do not believe that these  instruments  are subject to material
potential near-term losses in future earnings from reasonably possible near-term
changes  in  market  rates  or  prices.  We do  not  have  derivative  financial
instruments for speculative or trading purposes. We are not currently exposed to
any material currency exchange risk.

ITEM 4   CONTROLS AND PROCEDURES

            Evaluation of Disclosure Controls and Procedures

            We  conducted an  evaluation,  with the  participation  of our Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of our disclosure  controls and  procedures,  as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended,  or the Exchange Act, as of July 31, 2005,  to ensure that  information
required to be disclosed by us in the reports filed or submitted by us under the
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods  specified  in the  Securities  Exchange  Commission's  rules and forms,
including  to ensure  that  information  required to be  disclosed  by us in the
reports  filed or  submitted by us under the  Exchange  Act is  accumulated  and
communicated to our management,  including our principal executive and principal
financial officers,  or persons performing similar functions,  as appropriate to
allow timely decisions regarding required disclosure.  Based on that evaluation,
our Chief Executive  Officer and Chief Financial  Officer have concluded that as
of July 31, 2005, our disclosure  controls and procedures  were not effective at
the reasonable assurance level due to the material weaknesses described below.

            In light of the material  weaknesses  described  below, we performed
additional analysis and other post-closing procedures to ensure our consolidated
financial  statements  were  prepared  in  accordance  with  generally  accepted
accounting principles.  Accordingly,  we believe that the consolidated financial
statements included in this report fairly present, in all material respects, our
financial  condition,  results  of  operations  and cash  flows for the  periods
presented.

            A material weakness is a control  deficiency  (within the meaning of
the Public Company  Accounting  Oversight Board (PCAOB) Auditing Standard No. 2)
or  combination  of  control  deficiencies,  that  results in more than a remote
likelihood  that a material  misstatement  of the  annual or  interim  financial
statements  will not be prevented or detected.  Management  has  identified  the
following two material weaknesses which have caused management to conclude that,
as of July 31, 2005, our disclosure  controls and procedures  were not effective
at the reasonable assurance level:

                                       26
<PAGE>

            1. We were unable to meet our  requirements  to timely file our Form
10-Q for the  quarter  ended  July 31,  2005 or our Form 10-K for the year ended
April 30, 2005.  Management evaluated the impact of our inability to timely file
periodic  reports with the Securities and Exchange  Commission on our assessment
of our  disclosure  controls and  procedures  and has concluded that the control
deficiency  that  resulted  in  the  inability  to  timely  make  these  filings
represented a material weakness.

            2. We did not  maintain  a  sufficient  complement  of  finance  and
accounting  personnel  with  adequate  depth  and  skill in the  application  of
generally accepted  accounting  principles.  In addition,  we did not maintain a
sufficient  complement of finance and accounting personnel to handle the matters
necessary  to timely file our Form 10-Q for the  quarter  ended July 31, 2005 or
our Form 10-K for the year ended April 30, 2005. Management evaluated the impact
of our lack of sufficient finance and accounting  personnel on our assessment of
our  disclosure  controls  and  procedures  and has  concluded  that the control
deficiency  that  resulted in our lack of  sufficient  personnel  represented  a
material weakness.

            To  address  these   material   weaknesses,   management   performed
additional analyses and other procedures to ensure that the financial statements
included  herein  fairly  present,  in  all  material  respects,  our  financial
position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

            To remediate the material  weaknesses in our disclosure controls and
procedures  identified  above,  subsequent  to April 30,  2005,  in  addition to
working with our independent auditors,  we retained a third-party  consultant to
advise us regarding our financial reporting process.

Changes in Internal Control over Financial Reporting

            Except as noted above, there were no changes in our internal control
over financial reporting,  as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange  Act,  during our most  recently  completed  fiscal  quarter  that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

                                       27
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

The Irvine Company

         In June  2004 a lawsuit  was filed  against  our  subsidiary,  American
Residential Funding,  Inc. ("AMRES") by the Irvine Company. The action was filed
in the  Superior  Court of  California  in the  County of  Orange,  case  number
04CC006842.  The suit  alleges that AMRES  breached a building  lease and claims
damages for the entire  term of the lease  through  August 2007 of  $886,332.44.
AMRES recently filed an Answer to the Complaint and a Cross-Complaint  against a
former  Branch  Manager  and his  business  associate  who  signed  the lease in
question purporting to be officers of the corporation.  AMRES believes that this
matter  lacks merit and will  litigate  the case  vigorously  to hold the proper
parties accountable for any damages that are due the plaintiff.

First American Title Insurance

         In November 2004, a lawsuit was filed against our subsidiary,  American
Residential  Funding,  Inc., by First American  Title  Insurance in the State of
Arkansas,  County of Saline,  case number  CV-2004-875-1.  The Complaint alleges
breach of contract and warranty,  breach of fiduciary duty,  unjust  enrichment,
and conspiracy,  and requests damages of $294,700, plus accrued interest.  AMRES
filed an Answer and is  vigorously  defending  the action as we believe it lacks
merit.

Other Proceedings

         On June 8, 2005 a former  consultant  of the Company  filed a complaint
alleging that the Company owes him $125,000 plus attorneys' fees due to a breach
of contract. The Company is defending vigorously and has filed a Cross-Complaint
against the plaintiff as the Company  believes  that the plaintiff  fraudulently
induced  the  Company  into  entering  into the  subject  contract.  The Company
believes this matter has been settled, pending a formal settlement agreement and
dismissals of the complaint and cross-complaint.

         On June  17,  2005 a  Lender  filed a  Complaint  against  the  Company
alleging  $70,000 in damages  resulting from the Company  breaching a repurchase
agreement.  The  Company  is  vigorously  defending  the  matter and has filed a
Cross-Complaint  against  the  Lender,  the  Lender's  President  and one of the
Lender's  executives as the Company believes that the  Cross-Defendants  induced
the Company into entering into the repurchase  agreement under false  pretenses.
The Company also believes that  Cross-Defendants  should be forced to return the
amounts already paid out by the Company on the repurchase agreement. The Company
believes  the  matter  is also  being  settled  and is  also  pending  a  formal
settlement agreement.

         In the ordinary  course of business,  we are 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 our financial condition and/or results
of operations.  The aggregate  amount of all claims from the various other legal
proceedings pending against us is approximately  $500,000. In the opinion of our
management,  other  than as set  forth  herein,  matters  currently  pending  or
threatened  against us are not expected to have a material adverse effect on our
financial position or results of operations.


                                       28

<PAGE>

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On June 20,  2005,  we issued a total of  825,552  shares of our common
stock,  restricted  in  accordance  with Rule 144,  to the three  holders of our
Series D Convertible  Preferred  Stock as payment of dividends due through March
31, 2005. The issuances were exempt from  registration  pursuant to Section 4(2)
of the Securities Act of 1933, and  shareholders  were believed to be accredited
and/or sophisticated.

         On June 20,  2005,  we issued a total of  164,500  shares of our common
stock,  restricted in accordance with Rule 144, to Vincent Rinehart,  an officer
and  director,  as payment of  dividends  through  June 30, 2005 on our Series F
Convertible  Preferred Stock. The issuance was exempt from registration pursuant
to  Section  4(2)  of the  Securities  Act of  1933,  and  the  shareholder  was
accredited.

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

          On  September  19,  2005,  we  entered  into a Common  Stock  Purchase
Agreement  whereby  Vince  Rinehart,  a  shareholder  and our sole  officer  and
director ("Rinehart") and AMRES Holding, LLC, a Nevada limited liability company
under control of Rinehart ("AMRES Holding") will sell a total combined amount of
10,279,369  shares of our  common  stock and  warrants  to  purchase  a total of
3,450,000 shares of our common stock (the  "Securities"),  to Viking Investments
USA, Inc., a Delaware corporation ("Viking"),  on or about October 28, 2005, for
an aggregate  purchase price of $375,000.  Viking does not bear a  related-party
relationship to Anza or its management.

         On  September  23,  2005,  we  received  a signed  Securities  Purchase
Agreement dated September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by
and between AMRES Holding and the Gaulds,  whereby the Gaulds will sell to AMRES
Holding,  on or about October 28, 2005,  warrants to acquire 2,000,000 shares of
common stock of Anza in exchange for the total  purchase  price of $10,000.  The
Gaulds do not bear a related-party relationship to Anza or its management.

         On September  30, 2005,  we entered  into a  Reorganization,  Stock and
Asset  Purchase  Agreement  by and among  Anza and AMRES,  on the one hand,  and
Rinehart  and  AMRES  Holding,   on  the  other  hand,   whereby  we  will  sell
substantially all of our assets to AMRES Holding,  on or about November 8, 2005,
including  but not limited to all of our ownership  interest in our  subsidiary,
AMRES, in exchange for (i) the  termination by Rinehart,  the managing member of
AMRES Holding,  of that certain Employment  Agreement dated June 1, 2001, by and
between Rinehart and the Company,  including the waiver of $500,000 in severance
thereunder  and (ii) the  assumption  by AMRES  of all  obligations  under  that
certain  real  property  lease by and  between  the  Company  and  Fifth  Street
Properties-DS,  LLC.  In  conjunction  with  the  abovementioned  exchange,  the
following  transactions will occur: (i) the delivery by Rinehart,  a shareholder
and the sole  officer  and  director  of the  Company,  of his entire  ownership
interest in the  Company,  consisting  of 988,275  shares of common  stock,  and
18,800  shares of Series F  Convertible  Preferred  Stock,  to Viking;  (ii) the
delivery by AMRES to Viking of its ownership interest in the Company, consisting
of 4,137,500 shares of Company common stock; and (iii) delivery by AMRES Holding
of warrants to acquire 250,000 shares of the Company's common stock to Viking.

                                       29
<PAGE>

         On September  30, 2005,  AMRES  Holding  entered into a Stock  Purchase
Agreement  with  Cranshire  Capital,  L.P.  ("Cranshire"),  The dotCom Fund, LLC
("dotCom"),  and  Keyway  Investments,  Ltd.  ("Keyway")  (each a  "Seller"  and
collectively the "Sellers"),  whereby the Sellers will sell to AMRES Holding, on
or about November 8, 2005, an aggregate of 3,043,945 shares of our common stock,
8,201.5 shares of our Series D Preferred stock, and warrants to purchase 750,000
shares  of our  common  stock,  in  exchange  for the  total  purchase  price of
$125,000.  The Sellers do not bear a  related-party  relationship to Anza or its
management. These securities will all be sold to Viking pursuant to the terms of
Common Stock  Purchase  Agreement as reported in our Current  Report on Form 8-K
dated September 23, 2005.

ITEM 6   EXHIBITS

(a)      Exhibits

          3.1(1)   Restated Articles of Incorporation, as filed with the Nevada
                   Secretary of State on April 14, 2003.

          3.2(1)   Second Restated Bylaws of Anza Capital, Inc.

          4.1(1)   Certificate of Designation for Series D Convertible Preferred
                   Stock

          4.2(1)   Certificate of Designation for Series E Convertible Preferred
                   Stock

          4.3(1)   Certificate of Designation for Series F Convertible Preferred
                   Stock

          4.4(2)   Certificate of Designation of Series G Convertible Preferred
                   Stock

          10.1(3)  Common Stock Purchase Agreement dated September 19, 2005.

          10.2(3)  Securities Purchase Agreement dated September 16, 2005.

          10.3(4)  Reorganization, Stock and Asset Purchase Agreement dated
                   September 30, 2005.

          10.4(4)  Stock Purchase Agreement dated September 30, 2005.

           31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                   Officer

           31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
                   Officer

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<PAGE>


           32.1    Chief Executive Officer Certification Pursuant to 18 USC,
                   Section 1350, as Adopted Pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002.

           32.2    Chief Financial Officer Certification Pursuant to 18 USC,
                   Section 1350, as Adopted Pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002.

           (1)     Incorporated by reference to our Current Report on Form 8-K
                   dated April 21, 2003 and filed with the Commission on April
                   22, 2003.

           (2)     Incorporated by reference to our Current Report on Form 8-K
                   dated and filed with the Commission on September 20, 2004.

           (3)     Incorporated by reference to our Current Report on Form 8-K
                   dated and filed with the Commission on September 23, 2005.

           (4)     Incorporated by reference to our Current Report on Form 8-K
                   dated and filed with the Commission on October 3, 2005.

(b) Reports on Form 8-K

         On June 24,  2005,  we filed an Item  3.02  Current  Report on Form 8-K
regarding  the issuance of 990,052  shares of our common stock to the holders of
our Series D and Series F Preferred Stock.


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<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: October 21, 2005                     /s/ Vincent Rinehart
                                   --------------------------------------------
                                   By:      Vincent Rinehart
                                   Its:     President, Chairman, Chief
                                            Executive Officer, Chief
                                            Financial Officer, Chief
                                            Accounting Officer, and Director


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