SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB

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

                 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2002

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

       For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER O-24512

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

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

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


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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  As of December 9, 2002, there
were  51,559,328  shares  of  common  stock  issued  and  outstanding.

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

                              Yes _____   No  X
                                            -----

<PAGE>
                               ANZA CAPITAL, INC.



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


                                     PART I
ITEM  1     Financial  Statements                                              3
-------     ---------------------
ITEM  2     Management's Discussion and Analysis or Plan of Operation         14
-------     ---------------------------------------------------------

                                    PART II
                                    -------
ITEM  1     Legal  Proceedings                                                24
-------     ------------------
ITEM  2     Changes  in  Securities                                           24
-------     -----------------------
ITEM  3     Defaults  Upon  Senior  Securities                                24
-------     ----------------------------------
ITEM  4     Submission  of  Matters  to a Vote of Security Holders            24
-------     ------------------------------------------------------
ITEM  5     Other  Information                                                24
-------     ------------------
ITEM  6     Exhibits  and  Reports  on  Form  8-K                             25
-------     -------------------------------------


                                        2
<PAGE>
                                     PART I


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

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

ITEM  1     FINANCIAL  STATEMENTS

                                        3
<PAGE>
<TABLE>
<CAPTION>

                                 ANZA  CAPITAL,  INC.
                                  AND  SUBSIDIARIES
                             CONSOLIDATED  BALANCE  SHEET


                                                                         October 31, 2002
                                                                        ------------------
                                        ASSETS
<S>                                                                     <C>
Current assets:
 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .  $       3,900,310
 Commissions and accounts receivable . . . . . . . . . . . . . . . . .          2,018,378
 Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . .          1,000,100
 Advances to employees . . . . . . . . . . . . . . . . . . . . . . . .            194,407
 Prepaid and other current assets. . . . . . . . . . . . . . . . . . .             63,805
                                                                        ------------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .          7,177,000

 Property and equipment, net of accumulated depreciation of $182,716 .            117,615
 Goodwill, net of accumulated amortization
          and impairments of $1,535,049. . . . . . . . . . . . . . . .            275,247
 Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              1,085
                                                                        ------------------
                                                                        $       7,570,947
                                                                        ==================

                           LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . .  $       1,046,654
 Warehouse line of credit. . . . . . . . . . . . . . . . . . . . . . .            976,867
 Commissions payable . . . . . . . . . . . . . . . . . . . . . . . . .          3,795,370
 Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . .            232,841
                                                                        ------------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . .          6,051,732

Convertible notes payable to related party . . . . . . . . . . . . . .            353,336
Interest payable on notes to related party . . . . . . . . . . . . . .             54,621
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .             18,848
                                                                        ------------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .          6,478,537
                                                                        ------------------

Stockholders' equity:
 Class C convertible preferred stock, no par value;
liquidation value of $100.00 per share;
17,160 shares issued and outstanding . . . . . . . . . . . . . . . . .          1,716,000
      Class A convertible preferred stock, no par value; liquidation
          Value of $0.50 per share; 500,000 shares authorized, 462,053
          Shares outstanding . . . . . . . . . . . . . . . . . . . . .            230,826
 Common stock, $0.001 par value; 100,000,000 shares
authorized; 54,309,328 issued and 51,559,328 outstanding . . . . . . .             51,559
 Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . .         12,401,422
 Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . .        (13,307,397)
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . .          1,092,410
                                                                        ------------------
                                                                        $       7,570,947
                                                                        ==================
</TABLE>

                              See  accompanying  notes.

                                        4
<PAGE>
<TABLE>
<CAPTION>

                                          ANZA  CAPITAL,  INC.
                                           AND  SUBSIDIARIES
                                 CONSOLIDATED  STATEMENTS  OF  OPERATIONS




<S>                                        <C>             <C>             <C>             <C>
                                           Three           Three           Six             Six
                                           Months Ended    Months Ended    Months Ended    Months Ended
                                           Oct 31, 2002    Oct 31, 2001    Oct 31, 2002    Oct 31, 2001
                                           --------------  --------------  --------------  --------------

Revenues:
   Broker commissions . . . . . . . . . .     14,780,927       5,798,285      25,825,800      10,985,952
   Other. . . . . . . . . . . . . . . . .        367,609         174,919         730,668         340,315
                                           --------------  --------------  --------------  --------------
                                              15,148,536       5,973,204      26,556,468      11,326,267
                                           --------------  --------------  --------------  --------------

Cost and expenses:
 Broker Commissions . . . . . . . . . . .     10,825,142       4,196,940      19,004,204       7,803,898
    Other . . . . . . . . . . . . . . . .        228,515         129,837         487,966         218,667
                                           --------------  --------------  --------------  --------------
   Gross profit . . . . . . . . . . . . .      4,094,879       1,646,427       7,064,298       3,303,702

General and administrative. . . . . . . .      1,611,172         958,393       3,197,592       1,678,511
Salaries and wages. . . . . . . . . . . .      1,731,052         658,294       2,966,156       1,349,124
Consulting fees . . . . . . . . . . . . .        193,809         137,406         221,805         547,996
Non-recurring loss on settlements . . . .              -         221,000               -         282,494
Impairment of goodwill. . . . . . . . . .        150,000               -         150,000               -
                                           --------------  --------------  --------------  --------------
   Total costs and expenses . . . . . . .      3,686,033       1,975,093       6,535,553       3,858,125
                                           --------------  --------------  --------------  --------------

 Operating income (loss). . . . . . . . .        408,846        (328,666)        528,745        (554,423)

Interest expense. . . . . . . . . . . . .        (45,106)        (79,720)        (64,608)       (122,355)
Other income (expense), net . . . . . . .         51,543          73,528          54,887          79,397
                                           --------------  --------------  --------------  --------------


   Net income (loss). . . . . . . . . . .  $     415,283   $    (334,858)  $     519,024   $    (597,381)
                                           ==============  ==============  ==============  ==============

Earnings per common share:

Basic:
    Weighted average number of
    common shares . . . . . . . . . . . .     42,790,101      37,774,349      42,588,080      32,901,640
                                           ==============  ==============  ==============  ==============

    Net earnings (loss) per common share.  $        0.01   $       (0.01)  $        0.01   $       (0.02)

Diluted:
    Weighted average number of
     common shares. . . . . . . . . . . .    202,931,705      37,774,349     202,729,684      32,901,640
                                           ==============  ==============  ==============  ==============

    Net earnings (loss) per
       common share . . . . . . . . . . .  $        0.00   $       (0.01)  $        0.00   $       (0.02)
</TABLE>

                                         See accompanying notes.
                                        5
<PAGE>
<TABLE>
<CAPTION>


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



<S>                                              <C>             <C>
                                                 Six Months      Six Months
                                                 Ended           Ended
                                                 Oct 31, 2002    Oct 31, 2001
                                                 --------------  --------------
Cash flows from operating activities:
 Net income (loss). . . . . . . . . . . . . . .  $     519,024   $    (597,381)
 Adjustments to reconcile net loss to
      net cash used in operating activities:
 Depreciation and amortization. . . . . . . . .         20,996           5,001
 Non-recurring loss on settlements. . . . . . .              -         282,494
   Gain on settlement of obligations. . . . . .        (51,543)        (56,185)
 Stock based compensation . . . . . . . . . . .        146,234         405,173
 Amortization of discounts on loans . . . . . .         20,484          59,261
   Impairment of goodwill . . . . . . . . . . .        150,000               -
 Amortization of deferred stock compensation. .         57,958         131,133
 Changes in operating assets and liabilities:
   Increase in accounts receivable, net . . . .       (689,920)       (138,687)
   Decrease (increase) in loans held for sale .         69,600        ( 82,575)
   Increase in other current assets . . . . . .        (20,133)        (10,895)
   Increase in due from employees . . . . . . .       (107,473)       (119,750)
   Increase (decrease) in accounts payable. . .        830,651         (85,753)
   Increase in commissions payable. . . . . . .      2,585,931         469,777
   Increase (decrease) in accrued liabilities .         11,198         (56,301)
   Decrease (increase) in other liabilities . .        (14,331)         18,610


 Net cash provided by  operating activities . .      3,528,676         223,922
                                                 --------------  --------------

Cash flows from investing activities:
 Decrease in other assets . . . . . . . . . . .         (1,085)              -
 Acquisitions of property and equipment . . . .        (24,502)        (19,167)
                                                             -               -
                                                 --------------  --------------

 Net cash (used in) investing activities. . . .        (25,587)        (19,167)
                                                 --------------  --------------

Cash flows from financing activities:
 Proceeds from issuance of bridge loan. . . . .              -         225,000
      Payments on bridge loan . . . . . . . . .       (200,000)              -
      Payments on capital lease obligations . .        (18,420)        (35,800)
 Net borrowings under warehouse line of credit.        (68,009)        100,466
 Repurchase of A Preferred. . . . . . . . . . .        (12,383)              -
   Dividends on A Preferred . . . . . . . . . .        (11,818)              -
                                                 --------------  --------------
 Net cash (used in) provided by financing
      activities. . . . . . . . . . . . . . . .       (310,630)        289,666
                                                 --------------  --------------
   (Continued)
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>

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



<S>                                                          <C>          <C>
Net increase in cash. . . . . . . . . . . . . . . . . . . .    3,192,459    494,421
Cash at beginning of period . . . . . . . . . . . . . . . .      707,851     92,886
                                                             -----------  ---------

Cash at end of period . . . . . . . . . . . . . . . . . . .  $ 3,900,310  $ 587,307
                                                             ===========  =========

Non-cash financing activities:
    Debt reduction through the issuance of stock

    Warrants issued for bridge-loan issue costs
                                                             $         -  $ 459,000
    Conversion of C Preferred to common stock
                                                             $         -  $ 132,345
Supplemental cash flow information:
   Cash paid for interest . . . . . . . . . . . . . . . . .  $    34,359  $ 515,925


Income tax was not significant during the periods presented  $    27,937  $       -
</TABLE>


                               See  accompanying  notes.

                                        7
<PAGE>

                      NOTES TO INTERIM FINANCIAL STATEMENTS

NOTE  1.  UNAUDITED  INTERIM  FINANCIAL  STATEMENTS

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

NOTE  2.  RECLASSIFICATIONS

Certain prior year amounts have been reclassified for comparative purposes.  The
amounts  reclassified  are  summarized  in  the  table  below.

<TABLE>
<CAPTION>

<S>                                  <C>                   <C>               <C>
                                              Three Months Ended October 31, 2001
                                     As Originally Filed   As Reclassified   Difference

Broker Commissions. . . . . . . . .  $ 3,013,012            $ 4,196,940      $ 1,183,928
Other . . . . . . . . . . . . . . .      130,372                129,837             (535)
General and administrative expenses    2,270,059                958,393       (1,311,666)
Salaries and wages. . . . . . . . .      530,021                658,294          128,273


                                               Six Months Ended October 31, 2001
                                     As Originally Filed   As Reclassified   Difference

Broker Commissions. . . . . . . . .  $ 5,778,506            $ 7,803,898      $ 2,025,392
Other . . . . . . . . . . . . . . .      217,079                218,667            1,588
General and administrative expenses    4,100,958              1,678,511       (2,422,447)
Salaries and wages. . . . . . . . .      953,657              1,349,124          395,467
</TABLE>

The  amounts  were  reclassified  to  appropriately  disclose costs and expenses
directly  related to revenue generating activities.  Further, salaries and wages
have  been  broken  out  of general and administrative  expenses  as  this  cost
has become  individually  significant.  In  addition,  all expenses  relating to
compensation,  such  as  payroll taxes, have been reclassified into salaries and
wages.


                                        8
<PAGE>
NOTE  3.  IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STATEMENTS

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

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

In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections" (SFAS 145).  SFAS
145 updates, clarifies and  simplifies  certain  existing  accounting pronounce-
ments.  Currently,  SFAS 145 impacts ANZA only with respect to the rescission of
SFAS  4. Prior to the issuance of SFAS 145, SFAS 4 required all gains and losses
from  extinguishment of debt to be aggregated and, if material, classified as an
extraordinary  item,  net  of  related  income  tax  effect.  As a result of the
rescission  of  SFAS  4, the criteria in APB No. 30 will now be used to classify
those  gains  and  losses.  SFAS  145 is required to be adopted for fiscal years
beginning  after May 2002. The Company has elected to early adopt the provisions
of SFAS 145, and as such reported all gains on settlements of debt as components
of  other income. For the three months ended October 31, 2002, the Company had a
gain  from  the  settlement  of certain bridge loan obligations in the amount of
$51,543  as  discussed  in  Note  6.

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


                                        9
<PAGE>
NOTE  4.  GOODWILL

The  net  carrying amount of goodwill is $275,247 ($100,000 related to Titus and
$175,247  related to Expidoc) at October 31, 2002.  Goodwill, during the periods
presented,  was  not  amortized  in  accordance with SFAS 142.  During the three
months  ended October 31, 2002, management assessed the carrying value of Titus,
after  a  liquidation  of assets held by the Titus REIT.  Titus has no remaining
assets or obligations as of October 31, 2002.  Management has inquired as to the
sale  value  of  Titus, in its current state, and believes that an impairment of
the  carrying value of Titus is necessary to reduce the estimated proceeds to be
received  to  $100,000.  Accordingly,  management  has recorded an impairment of
goodwill  in  the amount of $150,000 to operations during the three months ended
October  31,  2002.

NOTE  5.  EARNINGS  PER  SHARE

Anti-dilutive  securities  which are not included in the calculation of dilutive
EPS  for  the  three  months  ended  October 31, 2002 which could be dilutive in
future  periods,  include  the  C  Preferred,  A Preferred, and employee options
convertible  into  approximately  160,141,604 shares of  common  stock.  If  all
of  these  anti-dilutive  securities  were  converted  as  of  October 31, 2002,
the Company could  exceed its  authorized  number  of  common  shares.  However,
management  believes  that  based  on certain restrictions within the agreements
related  to  these  anti-dilutive  securities,  primarily  the  C  Preferred and
restrictions  on  the C Preferred holders' ownership percentage in proportion to
total  shares  outstanding,  it  is  unlikely that a series of conversions could
occur  (based  on  the  total  common shares outstanding as of October 31, 2002)
which  could  result  in  the  Company  exceeding  its  authorized  shares.

NOTE  6.  BRIDGE  FINANCING

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

Subsequent  to  the  Laguna Settlement, a dispute arose regarding whether or not
the  Laguna  Settlement  included  and  consequently  canceled the warrants.  On
October  25,  2002,  the board of directors authorized the issuance of 3,000,000
shares of the Company's common stock in satisfaction of the Laguna warrant.  The
stock  was  valued  at  the  fair  market  value  on the date the settlement was
executed  of  $0.03  per  share,  less  a  10%  reduction  based on the Rule 144
restriction.  The  value of the 3,000,000 shares issued to Laguna was determined
to be $81,000.  The value of the warrant immediately prior to the settlement was
determined  to  be equal to the original relative value of the warrant, since no
economic  changes  impacted the value of the warrant since the date of issuance.
During  the  current  quarter,  management  recorded a gain on the settlement as
other  income  in  the  amount  of  $51,543.


                                       10
<PAGE>
NOTE  7.  EMPLOYMENT  AGREEMENTS

On  June  1,  2001,  ANZA  entered  into  an  employment  agreement with Vincent
Rinehart,  its  chief executive officer.  Under the terms of the agreement, ANZA
is  to pay a salary equal to $275,000 per year, subject to an annual increase of
10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month
and  other  benefits,  including life insurance.  The agreement is for a term of
five  years  and  provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for  any  reason, including cause.  In addition, ANZA granted options to acquire
2,500,000  shares  of  ANZA  common  stock  at $0.08 per share, which shall vest
monthly  over  a three-year period.  The options are subject to an anti-dilution
provision  in  the  event of future issuances of common stock or a reverse stock
split.  The  holder  in  no  event  can  own  more  than  20%  of the issued and
outstanding common stock in the event of a reverse stock split.  The options are
exercisable  at  the  fair  market  value  at the date of the grant of $0.08 per
share.  Using the variable method in accordance with Accounting Principles Board
Opinion  No.  25,  no  expense  was recognized from the issuance of the options.
ANZA  is  also  a  party  to other employment agreements in the normal course of
business.  Also  see  Note  9  for  Subsequent  Events.

On  April  1,  2002,  AMRES entered into an employment agreement with Jeff Hemm,
president, for the term of three years.  Under the terms of the agreement, AMRES
is to pay a salary equal to $168,000 per year, subject to an monthly increase or
decrease  based  on  the  number  of  loans  closed  during the quarter, plus an
automobile  allowance  of  $800  per  month  and  other benefits, including life
insurance.  In  addition,  he was granted options to acquire 1,000,000 shares of
AMRES  common  stock  at  $0.005  per share, which shall vest over twelve months
period.  On  November  1,  2002,  the board authorized the issuance of 1,000,000
shares  to  Mr. Hemm as per his employment contract.  The value attributed these
shares  ($27,000),  less  amounts  already recorded as expense by the Company in
previous quarters, was expensed during the quarter as compensation expense - See
Note  8.  Stockholders'  Equity.

NOTE  8.  STOCKHOLDERS'  EQUITY

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

In May 10, 2002, the Company issued 30,000 shares of its restricted common stock
to  an  employee as an incentive.  The shares were valued at $1,080 and recorded
as  compensation  expense  during  the  first quarter.  On November 4, 2002, the
Company issued 3,050,000 million shares to consultants and legal counsel, valued
at  $82,350.  The value of the shares were accrued in the accompanying financial
statements  as  consulting  expense  for  the  period  ended  October  31, 2002.

Further,  on  November  4,  2002, the Company issued 2,950,000 shares to current
employees  and directors.  The shares were valued at $79,650 and were accrued as
compensation expense in the accompanying financial statements since the services
were  rendered  prior  to  that  date.


                                       11
<PAGE>
Also  see  Note  9  Subsequent  events  for  proposed reorganization and reverse
acquisition.

SERIES  A  CONVERTIBLE  PREFERRED  STOCK

During  the six months ended October 31, 2002, ANZA repurchased 24,765 shares of
A  Preferred  for  $12,383.  Also  during  the  period, the Company declared and
distributed $14,616 of dividends relating to the A Preferred.  At the same time,
the Company clarified the terms of the A Preferred and filed an amendment to its
certificate  of  designation.

SERIES  C  CONVERTIBLE  PREFERRED  STOCK

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

NOTE  9.  SUBSEQUENT  EVENTS

Proposed  Reorganization  and  Acquisition

On  October  7,  2002,  Anza Capital, Inc. issued a press release announcing the
execution  of a Reorganization Agreement with Homelife, Inc. A copy of the press
release  was included in the Company's Current Report on Form 8-K filed with the
Commission  on  November  4,  2002.

The  Reorganization  Agreement  requires  the  approval of each of the company's
common  and  preferred shareholders. Our current management team will assume the
management responsibilities of the surviving company, which shall be named AMRES
Capital  Inc.,  and  will  consist of Anza's current assets and subsidiaries and
HomeLife's  Red  Carpet Real Estate trademark and operations. In connection with
obtaining  the  approval  of the Anza shareholders, a Proxy Statement describing
the  transaction  will  be filed with the Securities and Exchange Commission and
mailed  to  all  Anza  shareholders,  when  completed.

For  accounting  purposes,  the  proposed acquisition will be accounted for as a
reverse  acquisition  whereby Anza is assumed to be the accounting acquirer. The
acquisition  of  the  HomeLife  assets,  consisting  primarily of the Red Carpet
Trademark,  will be recorded as a purchase, whereby the net assets acquired will
be  recorded  at  fair value.  The  purchase  price  is  estimated  at $420,000,
plus liabilities  assumed  of  $110,000,  for  an  aggregate  purchase  price of
approximately  $530,000.   The  purchase  price  is  estimated  based  upon  the
approximate  number  of  shares  to  be  retained  by  the HomeLife Shareholders
immediately  after  the  proposed  acquisition.  The  assets  of HomeLife do not
include  enforceable  contracts,  an  assembled workforce, leases, or customer's
lists.  As  a  result,  management  believes that the net assets in the proposed
acquisition do not constitute a trade or business.  Management believes that the
purchase  price  will  be  allocated  to  the Red Carpet Trademark, which has an
indefinite  life,  and  will not be amortized.  There are no assurances that the
transaction  will  be closed, and accordingly, management does not believe that,
at  present,  pro  forma  financial  information is required until such time the
transaction  is  probable  of  being  completed.


                                       12
<PAGE>
Notification  From  The  Department  of  Housing  and  Urban  Development

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.  The  Company  is  currently  assessing losses, if any, associated with
each  of  these  loans.  The  Company  carries  errors  and  omissions insurance
coverage,  which  may  offset any potential losses, which may be incurred by the
Company  with  respect  to  these  loans.  At  the  time  of  the filing of this
quarterly  report, it is too early to determine what if any loss the Company may
ultimately  incur with these loans.  The Company has accrued $115,000 of expense
as accrued liabilities to account for the potential deductible the Company could
incur  if  all  of  these  loans  result  in  losses  for  the  Company.


                                       13
<PAGE>
ITEM  2     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

OVERVIEW

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

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

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

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

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

CRITICAL  ACCOUNTING  POLICIES

Anza's  consolidated  financial  statements  and related public financial infor-
mation  are based on the application of accounting principles generally accepted
in  the United States ("GAAP"). GAAP requires the use of estimates, assumptions,
judgments  and  subjective interpretations of accounting principles that have an
impact  on  the assets, liabilities, revenue and expense amounts reported. These
estimates  can  also  affect  supplemental information contained in the external
disclosures  of  Anza  including  information  regarding contingencies, risk and
financial  condition.   Anza  believes  its  use  of  estimates  and  underlying
accounting  assumptions  adhere  to GAAP and are consistently and conservatively
applied.  Valuations  based  on  estimates  are  reviewed for reasonableness and
conservatism  on  a  consistent  basis  throughout  Anza.  Primary  areas  where
financial  information  of  Anza is subject to the use of estimates, assumptions


                                       14
<PAGE>
and the application of judgment include accounts receivable allowances, and loan
losses  on  loans held for sale, which have been historically and favorably low.
These  significant  estimates  also  include  our  evaluation  of impairments of
intangible assets (see further  discussion  below).  In  addition,  the recover-
ability  of  deferred tax assets must be assessed as to whether these assets are
likely  to be recovered by Anza through future operations. We base our estimates
on  historical experience and on various other assumptions that we believe to be
reasonable  under  the  circumstances. Actual results may differ materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made  during  the  preparation of our financial
statements.

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

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

Valuation  Of  Long-Lived  And  Intangible  Assets

The  recoverability  of  these  assets  requires  considerable  judgment  and is
evaluated  on  an  annual  basis  or  more frequently if events or circumstances
indicate  that  the  assets  may  be  impaired.  As  it  relates to goodwill and
indefinite  life  intangible assets, we apply the impairment rules in accordance
with  SFAS  No.  142.  As  required by SFAS No. 142, the recoverability of these
assets is subject to a fair value assessment, which includes several significant
judgments  regarding  financial projections and comparable market values.  As it
relates  to  definite  life  intangible assets, we apply the impairment rules as
required  by  SFAS  No. 121, "Accounting for the Impairment of Long-Lived Assets
and  Assets  to  Be  Disposed  Of"  which also requires significant judgment and
assumptions  related  to  the  expected  future  cash  flows attributable to the
intangible  asset.  The  impact of modifying any of these assumptions can have a
significant  impact  on the estimate of fair value and, thus, the recoverability
of  the  asset.  In  fiscal  2001,  our  impairments were quite large due to the
rescission  of  LoanNet  and impairment of Titus.  During the three months ended
October  31,  2002,  we  determined  that  the residual value of Titus companies
exceeded  the  carrying value by $150,000 and thus a permanent impairment charge
was  recorded  on  the  accompanying  financial  statements.

Income  Taxes

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


                                       15
<PAGE>
RESULTS OF OPERATIONS, THREE MONTHS ENDED OCTOBER 31, 2002 COMPARED TO THE THREE
MONTHS  ENDED  OCTOBER  31,  2001.

Revenues

Revenues increased by $9,175,332, or 153.6%, to $15,148,536 for the three months
ended  October  31,  2002,  compared  to  $5,973,204  for the three months ended
October  31,  2001.  The  growth  in  revenues  is primarily attributable to the
expansion  and  growth of AMRES primarily through the brokering of loans.  AMRES
accounted for over 97% of consolidated revenues for both periods.  AMRES, as did
most  of  the  mortgage industry, benefited greatly from the decline in interest
rates  over  the  last  twelve  months.  Typically,  as interest rates fall, the
refinance  market  heats  up expanding the market of interested borrowers beyond
those  borrowing  for  the purchase of their primary residence.  AMRES benefited
from  this  market  upturn,  as  they  had  the  capacity in terms of people and
infrastructure to accommodate the additional business.  Management believes that
a significant increase in interest rates could slow the rapid growth the Company
has  experienced  over  the  last  two  fiscal  years.

More  significantly, the growth of the net branch program at AMRES was the major
contributor  to  the  growth  in  revenue.  AMRES'  net branch program comprised
approximately  270  branches as of October 31, 2002, compared to 110 branches as
of  October  31,  2001.  For  the three months ended October 31, 2002, the total
revenue  associated  with  the  Net  Branches  was  approximately $12.2 Million,
compared  to  total revenue associated with the Net Branches of $4.1 Million for
the  three months ended October 31, 2001.  The Net Branch program is expected to
continue  to  be  a primary growth vehicle for ANZA in the future.  In addition,
the  mortgage  banking  division  of AMRES is expected to continue its expansion
over  the  next  several  months,  including  applying  to  FannieMae  as  a
seller/servicer.

Revenues for Expidoc also increased significantly, $233,475 for the period ended
October  31,  2002  compared  to $116,110 for the period ended October 31, 2001.
The increase is primarily a result of Expidoc.com refocusing its market strategy
to  secure  higher  volume  customers  as  compared to servicing many low-volume
customers.  This  change  in focus is evidenced by the securing of business with
such  customers as Ditech.com.  Management believes this to be the best strategy
to  focus  on,  as it allows Expidoc to both benefit from economies of scale and
provide  the highest level of service to its customer base.  Management realizes
that  the  loss  of  any one significant customer could have a material negative
impact  on  the  growth  and  profitability  of  Expidoc.

BravoRealty  became  operational in January of 2001.  For the three months ended
October  31,  2002,  revenues  amounted  to  $134,134  compared with revenues of
approximately  $58,809  for  the  period  ending  October  31, 2001.  Management
believes that BravoRealty can be a significant growth vehicle for the company in
the  future,  as  evidenced  by the steady increase in the number of real estate
sales'  listings  and closed transactions generated by BravoRealty over the last
twelve  months.  Further,  management  believes  that  with its continued growth
pattern  and  the  addition  of  four corporate real estate offices and thirteen
additional sales persons, the prospect for profitability in the next fiscal year
is  obtainable.

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


                                       16
<PAGE>
Costs  and  Expenses

Commissions  are  paid to loan agents on funded loans.  Commissions increased by
$6,726,880  or  155.5%,  for  the  three  months  ended  October  31,  2002,  to
$11,053,657  from  $4,326,777 for the three months ended October 31, 2001.  This
increase  is  primarily related to the increased revenues discussed above.  As a
percentage  of  revenue, the commissions increased by 0.6%, to 73.0% compared to
72.4%  for  the  three  months ended October 31, 2002 and the three months ended
October 31, 2001, respectively.  The Company earns a flat percentage of revenues
associated  with  the  net branches, as compared to revenues associated with the
corporate  branches  in  which  the Company earns a higher commission split once
certain  revenue  targets  are achieved.  The breakout of revenues earned by net
branches  compared  to total revenues was consistent between the periods.  Gross
profit  increased by $2,448,452 or 148.7% for the three months ended October 31,
2002 to $4,094,879 from $ 1,646,427 for the three months ended October 31, 2001.

General  and  Administrative  Expenses

General  and  administrative  expenses  totaled  $1,611,172 for the three months
ended  October 31, 2002, compared to $958,393 for the three months ended October
31, 2001.  This increase of $652,779 can be attributed primarily to the business
growth  of  the  operating  subsidiaries, namely AMRES, as additional personnel,
office  space  and  other  administrative  costs  are  required  to  handle  the
expansion.

Salaries  and  Wages

Salaries  and  wages  totaled  $1,731,052 for the three months ended October 31,
2002,  compared  to  $658,294  for the three months ended October 31, 2001.  The
increase of $1,072,758 is directly related to the expansion of AMRES operations.
As  of  October  31,  2002,  the  Company  employed  approximately 675 employees
compared  to  385  employees  as  of  October  31,  2001.

Consulting  Expense

In the previous fiscal year, the Company funded a portion of its operating costs
through  the  use  of  its common stock paid to outside consultants.  During the
three  months ended October 31, 2001, costs paid in the form of stock to outside
consultants  totaled approximately $137,406 representing approximately 1,100,000
shares  of  stock.  Stock  issued to outside consultants during the three months
ended  October  31,  2002  amounted  to  $82,350  representing 3,050,000 shares.
Consulting  expenses  recorded  for the three months ended October 31, 2002 also
included  amortization of stock issued in the previous fiscal year and cash paid
for  outside  services  totaling  approximately  $36,000.

Non-Recurring  Settlement  Expense

During  the three months ended October 31, 2001, the Company issued common stock
to  an  investment banker as a final settlement of a dispute arising from former
officers  of the Company in fiscal 2000.  The Company did not value these shares
since  they  believed  that  the value of the services was in excess of $330,000
which  was  reported in 2001.  Upon further review, management determined it was
appropriate  to  record  a charge to operations totaling $221,000 for the period
ending  October  31,  2001.

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


                                       17
<PAGE>
Impairment  of  Goodwill

During the three months ended October 31, 2002, management assessed the carrying
value of Titus, after a liquidation of assets held by the Titus REIT.  Titus has
no  remaining  assets  or  obligations  as  of October 31, 2002.  Management has
inquired  as to the sale value of Titus, in its current state, and believes that
an  impairment  of  the  carrying  value  of  Titus  is  necessary to reduce the
estimated  proceeds  to  be  received  to $100,000.  Accordingly, management has
recorded  an  impairment  of  goodwill  in  the amount of $150,000 to operations
during  the  three  months  ended  October  31,  2002.

Interest  Expense

Interest  expense  was $45,106 as of October 31, 2002, compared to $79,720 as of
October  31,  2001.  This  decrease  is associated with a reduction in the total
balance of notes payable during the period, and due to lower average balances on
the  Company's  warehouse  line  of  credit.  The  reduction in notes payable is
primarily a result of the Global Settlement executed on June 26, 2001 and due to
re-payments  made  on  all  other outstanding notes over the last twelve months.

Other  Income  Expense,  net

During  the  three  months  ended  October  31, 2002, the Company recorded other
income  in  the  amount  $51,543  relating to the difference of the value of the
3,000,000  shares issued to Laguna  per the settlement agreement compared to the
original  value  ascribed  to  the  warrants  held by Laguna.  The warrants were
canceled  as  part  of  the  final  settlement agreement.  Other income in prior
periods  was  primarily  related  to  gains  on  settlement  of  capital  lease
obligations.

Net  Income

The  Company  generated  a net profit for the three and months ended October 31,
2002  of  $415,283,  or $0.01 per share.  For the three months ended October 31,
2001,  the Company recorded a net loss of ($334,858) or $0.01 per share.  In the
prior  period,  the  Company  incurred  significant non-cash expenses associated
with, among other things, stock issued to outside consultants and costs incurred
with  the  Global  Settlement.  Management  believes that these non-cash charges
should be minimal in future periods affording the Company the ability to produce
net  income  in  the  future.

RESULTS  OF  OPERATIONS,  SIX  MONTHS ENDED OCTOBER 31, 2002 COMPARED TO THE SIX
MONTHS  ENDED  OCTOBER  31,  2001.

Revenues

Revenues  increased by $15,230,201, or 134.5%, to $26,556,468 for the six months
ended October 31, 2002, compared to $11,326,267 for the six months ended October
31, 2001.  The growth in revenues is primarily attributable to the expansion and
growth  of  AMRES primarily through the brokering of loans.  AMRES accounted for
over  97%  of consolidated revenues for both periods.  AMRES, as did most of the
mortgage industry, benefited greatly from the decline in interest rates over the
last  twelve  months.  Typically,  as  interest rates fall, the refinance market
heats up expanding the market of interested borrowers beyond those borrowing for
the  purchase  of  their  primary  residence.  AMRES  benefited from this market
upturn,  as  they  had  the  capacity  in  terms of people and infrastructure to
accommodate  the  additional  business.  Management  believes that a significant
increase  in  interest  rates  could  slow  the  rapid  growth  the  Company has
experienced  over  the  last  two  fiscal  years.


                                       18
<PAGE>
More  significantly, the growth of the net branch program at AMRES was the major
contributor  to  the  growth  in  revenue.  AMRES'  net branch program comprised
approximately  270  branches as of October 31, 2002, compared to 110 branches as
of  October  31,  2001.  For  the  six  months ended October 31, 2002, the total
revenue  associated  with  the  Net  Branches  was  approximately $19.9 Million,
compared  to  total revenue associated with the Net Branches of $7.7 Million for
the  six  months  ended October 31, 2001.  The Net Branch program is expected to
continue  to  be  a primary growth vehicle for ANZA in the future.  In addition,
the  mortgage  banking  division  of AMRES is expected to continue its expansion
over the next several months,  including  applying  to  FannieMae  as  a seller/
servicer.

Revenues for Expidoc also increased significantly, to $390,160 for the six month
period  ended  October  31,  2002  compared to $172,927 for the six month period
ended  October  31,  2001.  The  increase  is  primarily a result of Expidoc.com
refocusing  its market strategy to secure higher volume customers as compared to
servicing  many  low-volume customers.  This change in focus is evidenced by the
securing  of  business  with  such customers as Ditech.com.  Management believes
this  to  be the best strategy to focus on, as it allows Expidoc to both benefit
from economies of scale and provide the highest level of service to its customer
base.  Management  realizes  that the loss of any one significant customer could
have  a  material  negative  impact  on the growth and profitability of Expidoc.

BravoRealty  became  operational  in  January of 2001.  For the six months ended
October  31,  2002,  revenues  amounted  to  $340,508  compared with revenues of
approximately  $161,119  for  the  period  ending  October 31, 2001.  Management
believes that BravoRealty can be a significant growth vehicle for the company in
the  future,  as  evidenced  by the steady increase in the number of real estate
sales'  listings  and closed transactions generated by BravoRealty over the last
twelve  months.  Further,  management  believes  that  with its continued growth
pattern  and  the  addition  of  four  corporate  real estate offices and twelve
additional sales persons, the prospect for profitability in the next fiscal year
is  obtainable.

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

Costs  and  Expenses

Commissions  are  paid to loan agents on funded loans.  Commissions increased by
$11,469,605  or  143%, for the six months ended October 31, 2002, to $19,492,170
from  $8,022,565  for  the  six months ended October 31, 2001.  This increase is
primarily related to the increased revenues discussed above.  As a percentage of
revenue,  the  commissions increased by 2.6%, to 73.4% compared to 70.8% for the
six  months  ended  October  31, 2002 and the six months ended October 31, 2001,
respectively.  This  increase  is  directly  associated  with  the  proportional
increase  in  Net Branch revenue as a percentage of total revenue as the Company
earns  a  flat  percentage  of  revenues  associated  with  the net branches, as
compared to revenues associated with the corporate branches in which the Company
earns  a  higher  commission  split  once  certain revenue targets are achieved.
Gross  profit increased by $3,760,596 or 113.8% for the six months ended October
31,  2002  to  $7,064,298  from $ 3,303,702 for the six months ended October 31,
2001.


                                       19
<PAGE>
General  and  Administrative  Expenses

General  and administrative expenses totaled $3,197,592 for the six months ended
October  31,  2002,  compared to $1,678,511 for the six months ended October 31,
2001.  This  increase  of $1,519,081 can be attributed primarily to the business
growth  of  the  operating  subsidiaries, namely AMRES, as additional personnel,
office  space  and  other  administrative  costs  are  required  to  handle  the
expansion.

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

Salaries  and  Wages

Salaries  and  wages expense totaled $2,966,156 for the six months ended October
31, 2002, compared to $1,349,124 for the six months ended October 31, 2001.  The
increase of $1,617,032 is directly related to the expansion of AMRES operations.
As  of  October  31,  2002,  the  Company  employed  approximately 675 employees
compared  to  385  employees  as  of  October  31,  2001.

Consulting  Expense

In the previous fiscal year, the Company funded a portion of its operating costs
through the use of its common stock paid to outside consultants.  During the six
months  ended  October  31,  2001,  costs  paid  in the form of stock to outside
consultants  totaled approximately $531,200 representing approximately 3,500,000
shares  of  stock.  In  addition,  the Company recorded an additional $16,795 in
cash  compensation  to  outside consultants for the six months ended October 31,
2001.  During  the  six  months ended October 31, 2002 costs paid in the form of
stock  to outside consultants and to employees amounted to $82,350  representing
3,050,000 shares.  Consulting expenses recorded for the six months ended October
31,  2002  also  included amortization of deferred compensation in the amount of
$16,666,  plus  cash  paid  for  outside  services  in  the  amount  of $47,189.

Non-Recurring  Settlement  Expense

During  the  six  months ended October 31, 2001, the company recorded settlement
expense  of $61,494 relating to the excess value of shares issued as part of the
global  settlement  compared  to  the  net reduction in debt and interest relief
received  in  the  settlement.   Further,  the Company issued common stock to an
investment  banker  as  a  final  settlement  of  a  dispute arising from former
officers  of the Company in fiscal 2000.  The Company did not value these shares
since  they  believed  that  the value of the services was in excess of $330,000
which  was  reported in 2001.  Upon further review, management determined it was
appropriate  to  record  a charge to operations totaling $221,000 for the period
ending  October  31,  2001.

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

Impairment  of  Goodwill

During  the  six months ended October 31, 2002, management assessed the carrying
value of Titus, after a liquidation of assets held by the Titus REIT.  Titus has
no  remaining  assets  or  obligations  as  of October 31, 2002.  Management has
inquired  as to the sale value of Titus, in its current state, and believes that
an  impairment  of  the  carrying  value  of  Titus  is  necessary to reduce the
estimated  proceeds  to  be  received  to $100,000.  Accordingly, management has
recorded  an  impairment  of  goodwill  in  the amount of $150,000 to operations
during  the  three  months  ended  October  31,  2002.


                                       20
<PAGE>
Interest  Expense

Interest  expense was $64,608 as of October 31, 2002, compared to $122,355 as of
October  31,  2001.  This  decrease  is associated with a reduction in the total
balance  of  notes payable during the period.  The reduction in notes payable is
primarily a result of the Global Settlement executed on June 26, 2001 and due to
re-payments  made  on  all  other outstanding notes over the last twelve months.

Other  Income  Expense,  net

During  the six months ended October 31, 2002, the Company recorded other income
in  the  amount $51,543 relating to the difference of the value of the 3,000,000
shares  issued  to Laguna  per the settlement agreement compared to the original
value  ascribed  to  the warrants held by Laguna.  The warrants were canceled as
part  of  the  final  settlement  agreement.  Other  income in prior periods was
primarily  related  to  gain  recognized  on  the  settlement  of  capital lease
obligations.

Net  Income

The  Company generated a net profit for the six months ended October 31, 2002 of
$519,024,  or  $0.01  per share.  For the six months ended October 31, 2001, the
Company  recorded  a  net loss of ($597,381) or ($0.02) per share.  In the prior
period,  the  Company  incurred  significant  non-cash expenses associated with,
among  other things, stock issued to outside consultants and costs incurred with
the  Global  Settlement.  Management believes that these non-cash charges should
be  minimal  in  future periods affording the Company the ability to produce net
income  in  the  future.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  Flows

Net  cash  provided  by operating activities was $3,528,676 and $223,922 for the
six  months  ending  October  31,  2002  and  2001,  respectively.  The  Company
generated  a  net  profit of $519,024 for the six months ended October 31, 2002,
compared  to  a  net loss of $597,381 for the six month period ended October 31,
2001.  Non-cash  expenses  relating  to  the  issuance  of  stock  for services,
depreciation and amortization and amortization of debt discounts totaled $21,564
and  $818,800  for the six months ended October 31, 2002 and 2001, respectively.
Increase in commissions payable of $2,585,931 was also a significant contributor
to  the  cash provided by operating activities for the six months ending October
31,  2002.  The  increase  in  commissions  payable  relates  to the significant
increase  in  business during the recent six month period, as well as the timing
of  the  payment of commissions which is generally 7 to 14 days after collection
by  AMRES.

Our  mortgage loans held for sale decreased approximately $69,600.  Our mortgage
loans  held  for  sale  represent  mortgage  loans originated and held by AMRES,
pending  sale,  to  interim  and  permanent  investors.   We  sell  loans  AMRES
originates,  typically  within 30 days of origination,  rather  than  hold  them
for investment.  We sell loans  to  institutional  loan  buyers  under  existing
contracts.  AMRES  sells  the servicing rights to its loans at the time it sells
those loans.  Typically, AMRES sells the loans with limited recourse to it. This
means  that, with some exceptions, we reduce our exposure to default risk at the
time  we sell the loan, except that it may be required to repurchase the loan if
AMRES  breaches  the  representations  or warranties that it makes in connection
with  the  sale of the loan, in the event of an early payment default, or if the
loan  does  not  comply with the underwriting standards or other requirements of
the  ultimate  investor. In the event AMRES is required to repurchase a loan, we
will  assess  the  impact  of  losses, which result from a repurchased loan.  To
date,  AMRES has not repurchased a loan as a result of its origination practices
(see  below  regarding  HUD  for  recent  events).


                                       21
<PAGE>
On  December  9,  2002,  AMRES  received notification from HUD requesting indem-
nification  on  up  to 23 loans brokered by a former loan officer of AMRES. This
loan  officer  was  terminated  as  a  result of violation of AMRES policies and
procedures.  We  are currently assessing losses, if any, associated with each of
these  loans.  AMRES  carries errors and omissions insurance coverage, which may
offset any potential losses which may be incurred by AMRES with respect to these
loans.  At  the  time of the filing of this quarterly report, it is too early to
determine  what, if any, loss AMRES may ultimately incur with these loans. AMRES
has  accrued  $115,000  of  expense  as  accrued  liabilities to account for the
potential deductible that it could incur if all of these loans result in losses.
In  the event we are required to purchase a significant amount of loans during a
short  period  of  time, our financial condition, results of operations and cash
flows  could  be adversely affected. During the past 12 months we have increased
our  awareness  of  the  need  to  implement  sound  internal  controls.

Net  cash  used  in  investing  activities  was $ 25,587  and  $19,167  for  the
six months ended  October  31,  2002  and  2001,  respectively.  There  were  no
individually  material  transactions  for  either  period  presented.

Net  cash  used  by  financing activities was $310,630 for the six months ending
October 31, 2002, relating primarily to payments on the Company's warehouse line
of  credit  and  to  the  repayment  of  the  bridge  loan.

Net  cash provided by financing activities for the six months ending October 31,
2001 relates primarily to advances on the Company's warehouse line of credit and
proceeds  received  from  the  bridge  loan.

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

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


                                       22
<PAGE>
Except  for historical information, the materials contained in this Management's
Discussion  and  Analysis are forward-looking (within the meaning of Section 27A
of  the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934)  and  involve  a  number  of  risks  and uncertainties.  These include the
Company's  historical  losses,  the  need to manage its growth, general economic
downturns,  intense  competition  in the financial services and mortgage banking
industries, seasonality of quarterly results, and other risks detailed from time
to  time  in  the Company's filings with the Securities and Exchange Commission.
Although  forward-looking  statements  in this Quarterly Report reflect the good
faith  judgment  of  management,  such statements can only be based on facts and
factors  currently  known  by  the  Company.  Consequently,  forward-  looking
statements are inherently subject to risks and uncertainties, actual results and
outcomes  may  differ  materially from the results and outcomes discussed in the
forward-looking  statements.  Readers are urged to carefully review and consider
the various disclosures made by the Company in this Annual Report, as an attempt
to  advise  interested  parties  of  the  risks  and factors that may affect the
Company's  business,  financial  condition,  and  results  of  operations  and
prospects.


                                       23
<PAGE>
                                     PART II

ITEM  1     LEGAL  PROCEEDINGS

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

ITEM  2     CHANGES  IN  SECURITIES

     In  October 2002, we issued 3,000,000 shares of common stock, restricted in
accordance  with  Rule  144,  to  Laguna  Pacific  Partners, L.P., an accredited
investor,  upon  the  exercise of outstanding warrants.  The issuance was exempt
from  registration  pursuant  to  Section  4(2)  of  the Securities Act of 1933.

ITEM  3     DEFAULTS  UPON  SENIOR  SECURITIES

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

ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

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

ITEM  5     OTHER  INFORMATION

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

     In  our  Quarterly  Statement on Form 10-QSB for the quarter ended July 31,
2002,  we disclosed that on or about June 27, 2002, we entered into a Settlement
Agreement  and  General  Mutual  Release with Laguna Pacific Partners, L.P. (the
"Laguna  Settlement").  Subsequent  to  the  Laguna  Settlement, a dispute arose
regarding  whether  or  not  the  Laguna  Settlement  included  and consequently
cancelled warrants issued to Laguna Pacific.  We have agreed with Laguna Pacific
that  the  warrants  were not cancelled by the Laguna Settlement, and we further
agreed  with  Laguna  Pacific  to  modify  the  terms of the warrants to fix the
exercise  price  at  the  equivalent  of  $0.075 per share.  Laguna Pacific sub-
sequently  exercised  the warrants and acquired 3,000,000 shares of common stock
for  total  consideration  of  $1.00.

Homelife,  Inc.  Merger
-----------------------

     On October 7, 2002, we issued a press release announcing the execution of a
Reorganization  Agreement  with  Homelife, Inc.  A copy of the press release was
included  in  the Company's Current Report on Form 8-K filed with the Commission
on  November  4,  2002.

     The  Reorganization  Agreement  requires the approval of each of our common
and  preferred  shareholders.  Our  current  management  team  will  assume  the
management responsibilities of the surviving company, which shall be named AMRES
Capital  Inc.,  and  will  consist of Anza's current assets and subsidiaries and
HomeLife's  Red Carpet Real Estate trademark and operations.  In connection with
obtaining the approval of the our shareholders, a Proxy Statement describing the
transaction will be filed with the Securities and Exchange Commission and mailed
to  all  Anza  shareholders.


                                       24
<PAGE>
Notification  From  The  Department  of  Housing  and  Urban  Development
-------------------------------------------------------------------------

     On  December  9,  2002,  we  received  notification  from  HUD  requesting
indemnification  on  up  to  23  loans  brokered by a former loan officer of the
Company.  The  Company  is  currently  assessing losses, if any, associated with
each  of  these  loans.  The  Company  carries  errors  and  omissions insurance
coverage,  which  may  offset  any  potential losses that may be incurred by the
Company  with  respect  to  these  loans.  At  the  time  of  the filing of this
quarterly  report, it is too early to determine what if any loss the Company may
ultimately  incur with these loans.  The Company has accrued $115,000 of expense
as accrued liabilities to account for the potential deductible the Company could
incur  if  all  of  these  loans  result  in  losses  for  the  Company.

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

        10.1     Amendment  No.  1  to  the  Laguna  Pacific  Warrant.

        99.1     Certification  as  Adopted Pursuant to Sections 302 and 906  of
                 the Sarbanes-Oxley  Act  of  2002.

(b)     Reports  on  Form  8-K

     On  November  4,  2002,  the  Company  filed  a  Current Report on Form 8-K
regarding  the  Homelife,  Inc.  proposed  merger.


                                       25
<PAGE>
                                   SIGNATURES

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


                                               /s/  Vincent  Rinehart
Dated:  December  16,  2002                    ---------------------------------
                                               By:  Vincent  Rinehart
                                               Its:  President, Chairman, Chief
                                                     Executive  Officer,  Chief
                                                     Financial  Officer,  Chief
                                                     Accounting Officer,  and
                                                     Director



                                               /s/  Scott  A.  Presta
Dated:  December  16,  2002                    ---------------------------------
                                               By:  Scott  A.  Presta
                                               Its:  Director

                                       26
<PAGE>