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

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED JULY 31, 2004

[ ]  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  equity, as of the latest practicable date.  As of September 1, 2004,
there  were  9,496,346  shares  of  common  stock issued and 5,358,846 shares of
common  stock  outstanding.


<PAGE>
<TABLE>
<CAPTION>
                               ANZA CAPITAL, INC.

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

                                  PART I
<S>     <C>                                                         <C>
ITEM 1  Financial Statements . . . . . . . . . . . . . . . . . . . . 3

ITEM 2  Management's Discussion and Analysis . . . . . . . . . . . .16

ITEM 3  Quantitative and Qualitative Disclosures About Market Risk .23

ITEM 4  Controls and Procedures. . . . . . . . . . . . . . . . . . .23

                                 PART II

ITEM 1  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .24

ITEM 2  Changes in Securities and Use of Proceeds. . . . . . . . . .24

ITEM 3  Defaults Upon Senior Securities. . . . . . . . . . . . . . .24

ITEM 4  Submission of Matters to a Vote of Security Holders. . . . .25

ITEM 5  Other Information. . . . . . . . . . . . . . . . . . . . . .25

ITEM 6  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .25
</TABLE>


                                        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 SHEETS

                                                                   July 31, 2004    April 30, 2004
                                                                    (Unaudited)
<S>                                                               <C>              <C>
ASSETS
Current assets:
  Cash and cash equivalents                                       $    2,773,212   $     2,204,525
  Commissions receivable                                               1,338,972         2,028,232
  Loans held for sale, net                                             7,467,923         3,650,911
  Prepaids and other current assets                                       56,824            19,898
                                                                  ---------------  ----------------
Total current assets                                              $   11,636,931   $     7,903,566

Property and equipment, net                                              229,753           244,152
Other assets                                                             102,875           121,744
                                                                  ---------------  ----------------
Total assets                                                      $   11,969,559   $     8,269,462
                                                                  ---------------  ----------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                $      120,796   $       215,151
  Commissions payable                                                  3,109,067         2,919,264
  Warehouse line of credit                                             7,286,626         3,606,866
  Accrued liabilities                                                    586,123           980,465
  Other liabilities                                                      342,501            74,535
                                                                  ---------------  ----------------
Total liabilities                                                 $   11,445,113   $     7,796,281
                                                                  ---------------  ----------------

Commitments and contingencies

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                                                   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                                          313,490           313,490
Common stock, $0.001 par value; 100,000,000 shares
  authorized; 4,869,096 shares issued and 4,869,096 shares
  outstanding as of July 31, 2004 and April 30, 2004                       4,870             4,870
Additional paid in capital                                            13,650,274        13,650,274
Accumulated deficit                                                  (14,484,410)      (14,535,675)
                                                                  ---------------  ----------------
Total stockholders' equity                                        $      524,446   $       473,181
                                                                  ---------------  ----------------

Total liabilities and stockholders' equity                        $   11,969,559   $     8,269,462
                                                                  ===============  ================
<FN>
                                      See accompanying notes
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                               ANZA CAPITAL, INC.
                                AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

                                                     Three Months Ended
                                              --------------------------------
                                               July 31, 2004    July 31, 2003
                                              ---------------  ---------------
<S>                                           <C>              <C>
Revenues:
    Broker commissions                        $   13,377,202   $   18,393,906
    Sales of loans, net                              118,826          239,160
    Notary and other                                 127,906          960,277
                                              ---------------  ---------------
                                                  13,623,934       19,593,343
                                              ---------------  ---------------

Cost of revenues:
    Broker commissions                             8,953,172       13,365,223
    Notary and other                                 118,717          552,606
                                              ---------------  ---------------
                                                   9,071,889       13,917,829
                                              ---------------  ---------------

Gross profit                                       4,552,045        5,675,514
                                              ---------------  ---------------


Operating expenses:
    General and administrative                     1,790,986        2,643,215
    Salaries and wages                             2,271,541        2,649,937
    Selling and marketing                            461,763          116,845
                                              ---------------  ---------------
                                                   4,524,290        5,409,997
                                              ---------------  ---------------

Operating income                                      27,755          265,517

Interest expense                                     (49,753)         (72,800)
Interest income                                       73,263          129,268
                                              ---------------  ---------------
Net income                                    $       51,265   $      321,985
                                              ===============  ===============

Earnings  per common share:

  Basic:
    Weighted average number of common shares       4,869,096        4,829,960
    Net income  per common share              $         0.01   $         0.07

  Diluted:
    Weighted average number of common shares       8,046,316        8,006,380
    Net income  per common share              $         0.01   $         0.04
</TABLE>

                             See accompanying notes


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                       ANZA CAPITAL, INC.
                                        AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (UNAUDITED)

                                                                 Three Months     Three Months
                                                                     Ended            Ended
                                                                 July 31, 2004    July 31, 2003
                                                                ---------------  ---------------
<S>                                                             <C>              <C>
Cash flows from operating activities:
  Net income                                                    $       51,265   $      321,985
  Adjustments to reconcile net income  to net cash used
    in operating activities:
  Depreciation                                                          17,899           12,685
  Changes in operating assets and liabilities:
    Decrease (Increase) in commissions and accounts receivable         689,260         (699,847)
    Increase in loans held for sale, net                            (3,817,012)      (5,882,310)
    Increase in prepaids and other current assets                      (18,057)         (16,728)
    (Decrease) Increase in accounts payable                            (94,356)         426,779
    Increase in commissions payable                                    189,803        1,628,417
    (Decrease) Increase in accrued and other liabilities              (126,376)         154,526
                                                                ---------------  ---------------

  Net cash used in operating activities                             (3,107,574)      (4,054,493)
                                                                ---------------  ---------------

Cash flows from investing activities:
  Acquisitions of property and equipment                                (3,500)         (40,833)
                                                                ---------------  ---------------

  Net cash provided by (used in) investing activities                   (3,500)         (40,833)
                                                                ---------------  ---------------

Cash flows from financing activities:
  Advances from warehouse line of credit, net                        3,679,761        5,846,832
  Repurchase of E Preferred                                                  -          (23,849)
  Dividends on E Preferred                                                   -           (6,152)
                                                                ---------------  ---------------

  Net cash provided by financing activities                          3,679,761        5,816,831
                                                                ---------------  ---------------

Net increase in cash                                                   568,687        1,721,505
Cash at beginning of period                                          2,204,525        2,755,659
                                                                ---------------  ---------------

Cash at end of period                                           $    2,773,212   $    4,477,164
                                                                ===============  ===============

Non-cash financing activities:
                                                                ===============  ===============
  Issuance of preferred stock of subsidiary for marketable
    Securities                                                  $            -   $      800,000
                                                                ===============  ===============
Supplemental cash flow information:
Cash paid for interest                                          $       49,753   $       70,800
                                                                ===============  ===============
Income taxes were not significant during the periods presented
<FN>
                                  See accompanying notes
</TABLE>


                                        6
<PAGE>
                      NOTES TO INTERIM FINANCIAL STATEMENTS


NOTE 1.  UNAUDITED INTERIM FINANCIAL STATEMENTS

The interim financial data as of July 31, 2004 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, 2004, and the results of their
operations and their cash flows for the three months ended July 31, 2004 and
2003.  The results of operations are not necessarily indicative of the
operations, which may result for the year ending April 30, 2005.  Also, in the
opinion of management, all disclosures required on Form 10-Q were fully
furnished.  The Company's annual report on Form 10-K for the year ended April
30, 2004 should be read in connection with this quarterly report.

NOTE 2.  GOING CONCERN

In connection with the audit of the consolidated financial statements for the
year ended April 30, 2004, 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, 2004 and
had an accumulated deficit as of April 30, 2004.  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 increase competition.  In
addition, interest rates have increased during the past 12 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.
Management is also hopeful that the AMRES mortgage banking division will expand;
however, for the mortgage banking division to continue operating, AMRES needs to
comply with its line of credit covenants, which it is currently in default.  If
ANZA continues to experience losses, management will require additional working
capital through debt or equity sources.  At present, although Anza has completed
a transaction to improve its net worth, it has no other commitments for
long-term financing.  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, 2004 and 2003, three investors accounted for
eighty percent of the purchases of loans held for sale and accounted for eighty
percent of the revenues from the mortgage banking business.

NOTE 4 .  SEGMENT DISCLOSURE

Segments were determined based on services provided by each segment.
Performance of the segments is evaluated on net income.  For the three months
ended July 31, 2004 and 2003, management has provided the following information
with respect to its operating segments (in thousands).


                                        7
<PAGE>
<TABLE>
<CAPTION>
                           Revenues        Net Income          Assets
                        2004     2003     2004     2003    2004     2003
                       -------  -------  -------  ------  -------  -------

<S>                    <C>      <C>      <C>      <C>     <C>      <C>
Loan brokering         $13,377  $18,394  $    21  $ 107   $ 4,164  $ 8,353
Mortgage banking           119      239       30    (34)    7,622   13,378
Notary Services              0      810        0    243         0      457
Real Estate Brokerage      128      150        0      1         3        8
                       -------  -------  -------  ------  -------  -------

                       $13,624  $19,593  $    51  $ 317   $11,789  $22,196
                       =======  =======  =======  ======  =======  =======


Corporate                                             5         5      371
                                                  ------  -------  -------

Total                                             $ 322    11,794  $22,567
                                                  ======  =======  =======
</TABLE>

NOTE 5.  IMPACT OF RECENTLY ISSUED ACCOUNTING STATEMENTS

In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure ("SFAS 148") 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.  The provisions of SFAS 148 are effective for fiscal years ending
after December 15, 2002, with early application permitted in certain
circumstances.  The interim disclosure provisions are effective for financial
reports containing financial statements for interim periods beginning after
December 15, 2002.  ANZA has elected to continue to apply the intrinsic
value-based method of accounting as allowed by APB No. 25 for employee
stock-based compensation.  The disclosure effects of SFAS 148 are not
significant to the Company for quarters presented since minimal activity
occurred in 2004 and no grants were made to employees during the quarter.

In November 2002, the FASB issued Interpretation No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others ("FIN 45").  FIN 45 elaborates on the existing disclosure
requirements for most guarantees, including loan guarantees such as standby
letters of credit.  It also requires that at all times a company issues a
guarantee, ANZA must recognize an initial liability for the fair market value of
the obligations it assumes under that guarantee and must disclose that
information in its interim and annual financial statements.  The initial
recognition and measurement provisions of FIN 45 apply on a prospective basis to
guarantees issued or modified after December 31, 2002.  ANZA will apply the
provisions of FIN 45 to any guarantees issued after December 31, 2002.  As of
July 31, 2004, ANZA, had certain guarantees relating to its mortgage banking
operations which are not considered significant.  Such guarantees, and ANZA s
potential liability for those guarantees were satisfied soon after the quarter.
ANZA did not incur any costs or expense in satisfying these guarantees.


                                        8
<PAGE>
NOTE 6.  LOANS HELD FOR SALE

Loans held for sale consist of conventional uninsured mortgages originated by
the Company, with various interest rates.  Details of the loans are as follows:

<TABLE>
<CAPTION>
                                      July 31, 2004                  April 30, 2004
                            -----------------------------  ---------------------------------------
                                      (Unaudited)

                             Number    Total Loan          Number of   Total Loan      Average
Loans Range                 of Loans     Amount              Loans       Amount     Interest Rate
--------------------------  --------  ------------         ---------  ------------  --------------
<S>                         <C>       <C>           <C>    <C>        <C>           <C>
20,000 to $100,000                 7      312,478   6.04%         14      720,375            8.69%
100,001 to $200,000                4      584,404   6.55%          2      312,000            7.00%
200,001 to $300,000               14    3,493,060   4.63%          4    1,129,350            6.19%
300,001 to $400,000                2      703,826   3.38%          1      360,500            5.50%
Over $400,000                      4    2,374,155   4.81%          1    1,158,250           13.87%
                            --------  ------------         ---------  ------------
                                  31  $ 7,467,923                 22  $ 3,680,475
                                      ------------                    ------------
Deferred Fees net of cost                (120,173)                        (29,564)
                                      ------------                    ------------
                                      $ 7,347,750                     $ 3,650,911
                                      ------------                    ------------
</TABLE>

NOTE  7.  WAREHOUSE  LINE  OF  CREDIT

The Company maintains a $10,000,000 warehouse line of credit which expires on
March 31, 2005.  The agreement is personally guaranteed by ANZA's chief
executive officer.   The credit agreement calls for various ratios and net worth
requirements, minimum utilization requirements, and limits the warehouse period
to 45 days for any specific loan.  The interest rate is adjustable, based upon a
published prime rate, plus an additional 1% to 3% and is payable 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 is collateralized by
the company's loans held for sale.

As of the quarter end, the company is not in compliance with certain debt
covenants in relation to this line of credit.  The lending institution has not
formally issued a waiver for these violations.  The final determination is
contingent on the lending institution's review of the July 31, 2004 Form10-Q.

NOTE  8.  ACCRUED  LIABILITIES

Accrued liabilities consist of the following :

<TABLE>
<CAPTION>
                                       July 31, 2004   April 30, 2004
                                        (unaudited)
<S>                                   <C>              <C>
Accrued salary and benefits           $       104,301  $       161,610
Accrued loss contingencies                    340,463          633,500
Accrued professional fees                           0           61,557
Accrued dividends                             108,888          108,888
Accrued other liabilities                      12,084                -
Accrued interest                               20,387           14,910
                                      ---------------  ---------------
                                      $       586,123  $       980,465
                                      ===============  ===============
</TABLE>


                                        9
<PAGE>
NOTE 9.  EARNINGS PER COMMON SHARE

Dilutive securities which are included in the calculation of dilutive earnings
per common share for the three months ended July 31, 2004, include the Series D
Convertible Preferred Stock, and the Series F Convertible Preferred Stock,
convertible into approximately 3,176,420 shares of common stock.

NOTE 10.  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.

NOTE  11.  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.

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. The estimate is based upon
the $170,000 in demands from HUD on the six loans, and an estimated liability of
$30,000 relating to an additional loan under the indemnification agreements
which are currently in default and no demand has been made. On May 20, 2004, HUD
accepted the Company's offer to make 10 monthly payments of $17,025 to HUD in
satisfaction of the six properties referenced above. Subsequent to year-end, the
Company began making the payments.  As of April 30, 2004, the $200,000
provision, an increase of $145,000 from the prior year-end, is included in
accrued liabilities on the year end balance sheet.  Management has accrued
$30,000 for one additional property.  Two additional properties are in default
and any potential liability cannot be determined at this time, two other
properties are in default but the proceeds from the sale of the properties are
in excess of the loan, three properties are performing and eight properties are
paid have been paid in full, and one property is covered (has been settled)
under the Oaktree litigation.

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


                                       10
<PAGE>
instances of non-compliance may also translate into a particular state levying a
fine or penalty against the Company.  During the year ended April 30, 2004, the
Company resolved actions with the states of Arizona, Kansas, Nevada and Virginia
paying settlements totaling $93,800.  The Company also underwent audits in the
states of Maryland and Washington and ultimately resolved the two states audits
by paying $24,000 in refunds to borrowers and fines.

At the present time, the Company is not aware of any pending actions by any
state licensing agency, and is aware of only one pending state audit, that being
Georgia, and does not anticipate that there will be any findings.
Oaktree Litigation

In March 2003, the Company was served with a lawsuit brought by Oaktree Funding
Corporation ("Oaktree") against nineteen defendants, including the Company, the
appraiser, escrow company, notary public, and borrowers involved in six (6)
different loan transactions brokered by the Company and funded by Oaktree. The
Complaint alleges, among other things, that the defendants committed fraud,
breach of contract, negligent misrepresentation, RICO violations, and unfair
business practices.  The Complaint requests damages in excess of $1,500,000,
plus attorneys' fees, interest, penalties, and punitive damages.

As of April 30, 2003, the Company recorded a provision of $140,000 related to
the belief of the Company and of legal counsel that this was the maximum
exposure attributable to this lawsuit. Subsequent to April 30, 2004, although
the Company believed the case lacked merit, the Company agreed to mediation and
on June 14, 2004, the matter settled in mediation for a total potential exposure
to the Company of $46,500.  Of this amount, the Company agreed to pay $31,500 up
front and indemnify Oaktree for up to an additional $15,000 on three additional
properties.  The Company has maintained its cross action and will attempt to
recover its losses from the remaining cross defendants.  Based on the mediation,
the Company decreased their initial provision of $140,000 to $46,500 a decrease
of $96,500, which has been reflected as a decrease to provision for loss on the
statement of operations for the year ended April 30, 2004. As of April 30, 2004,
the $46,500 is included in accrued liabilities on the balance sheet.

First Franklin Litigation

On December 10, 2003, First Franklin Financial Corporation filed claim against
the Company in the Superior Court of the State of California for the County of
Orange, alleging a breach of written mortgage purchase agreement. The original
claim amount was for approximately $108,000. On May 4, 2004, the Company settled
the matter with First Franklin for $52,500. Based on the settlement, the Company
recorded a provision of $52,500 during the year ended April 30, 2004, which is
included in accrued liabilities on the balance sheet. The Company paid the
settlement in full on May 5th, 2004.

Former Employees

In October 2003, a former employee filed a lawsuit against the Company, Anza
Capital Corp and its Chief Executive Officer.  The Complaint alleges breach of
contract and fraud arising out of the plaintiff's employment with the Company,
and requests damages in excess of $2,000,000, plus attorneys' fees, interest,
penalties, and punitive damages.  A trial date has been set for November 1,
2004.  The Company believes the case lacks merit and is defending the claim
vigorously.

In November 2003, a former employee filed a lawsuit against the Company, Anza
Capital Corp and its Chief Executive Officer.  The Complaint alleges breach of
contract and fraud arising out


                                       11
<PAGE>
of the plaintiff's employment with the Company, and requests damages in excess
of $5,000,000, plus attorneys' fees, interest, penalties, and punitive damages.
A trial date has been set for October 18, 2004.  The Company believes the case
lacks merit and is defending it vigorously.

On January 23, 2004, a former employee filed claim against the Company in the
Superior Court of California, for the County of Orange. The Complaint alleges
breach of oral contract and complaint for damages arising out of the plaintiff's
employment with the Company, and requests damages in excess of $50,000 plus
attorney's fees, interest, penalties and punitive damages. The Company believes
this case lacks merit and is defending vigorously.

The Company is vigorously defending these lawsuits although the Company believes
that the actions lack merit.  The Company has filed an answer to the complaints.
The cases are in the beginning stages of discovery but a prediction cannot be
made as to the outcome of these cases.  As such, the Company has not recorded a
provision for losses in the accompanying consolidated financial statements
related to these three actions since they are not probable or estimatable.

Other Actions

On November 6, 2003, a borrower filed claim against the Company in the Superior
Court of California, City and County of Alameda.  The defendants alleged in the
complaint are Dae Won & Associates, Inc., Dae W. Yoon, the Company, and Kathy
Pan a loan officer of the Company.  Our San Francisco Branch Office employs Ms.
Pan.  The complaint alleges fraudulent inducement of contract, rescission,
conversion and negligence. This claim is for a total amount of $121,000.  Ms.
Pan vehemently denies any liability and/or responsibility to the plaintiff and
has hired an attorney to respond to the complaint on her behalf.  The Company
will vigorously defend this lawsuit, as the Company believes that this case
lacks merit.

In April of 2004, the Company was named in two lawsuits in Michigan regarding
foreclosure actions on two loans originated by two former employees of the
Company in Michigan. The Company was also recently contacted by a bank, another
Michigan lender regarding potential problems with up to 22 loans originated by
the Company's employees in Michigan.  As of the date of this disclosure, the
Company has agreed to settle the matters for a total of $8,000.

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 an 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 $75,000.00" and "punitive damages
exceeding $75,000.00".  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 a lawsuit was filed against the Company's wholly-owned subsidiary
American Residential Funding, Inc. ("AMRES") by the an Orange County, California
landlord.  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


                                       12
<PAGE>
lacks merit and will litigate the case vigorously to hold the proper parties
accountable for any damages that are due the plaintiff.

The Company is subject to a limited number of claims and actions, which arise in
the ordinary course of business.  The litigation process is inherently
uncertain, and it is possible that the resolution of the Company's existing and
future litigation may adversely affect the Company's financial position, results
of operations and cash flows.

Settlements

On May 14, 2004, the Company settled a matter with a leasing company related to
a lease that a terminated branch entered into and failed to complete.  The
settlement amount of $19,000 was accrued as on April 30, 2004, and was paid
during the quarter.

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. The Company executed a
settlement agreement for a total amount of $120,000, with an initial payment of
$60,000 and subsequent monthly payments of $10,000 for six months. The $120,000
is accrued in the financial statements as of April 30, 2004. During the quarter
the Company paid the $60,000 and began making the monthly payments.

On May 28, 2004, the Company settled a claim from a borrower for alleged
overcharges by one of the Company's former branches located in Kansas.  The
total settlement was $32,500.00, of which the company was responsible for
$18,250.  The $32,500 is accrued in the financial statements as of April 30,
2004.

A lender requested that the Company reimburse them for two loans in which went
into default and were subsequently sold for a $150,000 loss.  The loans were
brokered by branch of the Company.  On July 19, 2004, the Company settled with
the lender agreeing to make monthly payments on the amount of $10,000 starting
August 1, 2004 until a total of $138,000 is paid.  The Company accrued the
$138,000 and is included in the financials for the year ended April 30, 2004.

NOTE  12.  SUBSEQUENT  EVENTS

On September 17, 2004, the Company entered into a Securities Exchange Agreement
(the "Agreement") and Escrow Agreement with an unrelated party (the "Party").
Under the terms of the Agreement, the Company exchanged 500,000 shares of its
newly created Series G Convertible Preferred Stock (the "Series G") and warrants
to purchase 2,000,000 shares of the Company's common stock for 1,000,000 shares
of common stock of Cash Technologies, Inc. ("TQ Shares"), a publicly traded
company.

The initial value of the TQ Shares was approximately $1,320,000 at the inception
of the Agreement.  The Company is required to make certain adjustments as
follows to the value of the TQ Shares:

Within 10 business days of the end of each calendar quarter, beginning with the
quarter ended December 31, 2004 (each, a "Supplemental TQ Share Valuation
Date"), the escrow agent will update the value of the TQ Shares held in escrow
by multiplying the average closing price for the 30 days before the end of the
applicable quarters times the number of TQ Shares then held in escrow, and then
adding the value of any cash or other assets (valued in the same manner as the


                                       13
<PAGE>
TQ Shares, or otherwise at their fair market value) then held in escrow (the
"Supplemental TQ Shares Value").

If the Supplemental TQ Shares Value exceeds $1,000,000, then either (i) upon the
receipt of a written request from the Party, that number of TQ Shares may be
released from escrow to the Party so that the Supplemental TQ Share Value is
approximately $1,000,000, or (ii) upon the mutual consent of the Company and the
Party, the Company will issue additional shares of the Series G equal to the
then-Supplemental TQ Share Value.  In the event that any of the TQ Shares have
been previously released from escrow, and the Supplemental TQ Share Value is
subsequently less than $1,000,000, upon the receipt of a written request from
the Company, the Party will re-deposit that number of TQ Shares (up to the
original 1,000,000 TQ Shares), or cash or other assets acceptable to the
Company, with the escrow agent so that the Supplemental TQ Share Value is
approximately $1,000,000.

If the Supplemental TQ Share Value is less than $1,000,000, and all of the TQ
Shares are already held in escrow, then upon the receipt of a written request
from the Company, that number of the Series G will be released from escrow to
the Company so that the original issue price of the Series G then held in escrow
will be approximately equal to the Supplemental TQ Share Value.  If, on a
subsequent Supplemental TQ Share Valuation Date, the Supplemental TQ Share Value
exceeds $1,000,000, then the Company will have the choice of re-depositing any
withdrawn Series G to bring the Supplemental TQ Share Value back to $1,000,000,
or adjusting the number of TQ Shares as set forth above.

Additionally,  the  Agreement  has  certain  rescission  rights  as  follows:

Upon the receipt of notice by the Party of any claim or demand, not currently
known to them, that is reasonably likely to have an effect on the warehouse line
of credit, the TQ Shares, and/or the Series G then held in escrow, or if the
Company fails to make a dividend payment on the Series G within 10 days of its
due date, or if there is a change in control of the Company, then the Party may
rescind the Agreement.  Upon rescission of this Agreement, the escrow agent will
return any TQ Shares (or other assets) held in escrow to the Party, and any
Series G held in escrow to the Company.

The Company may rescind this Agreement at any time after the date which is 6
months after the Closing Date (the "Exclusion Period") by providing 30 days
advance written notice to the Party (the "Anza Termination Notice Period").
However, if the Company rescinds the Agreement during the 30-day period
immediately following the Exclusion Period, the Company is limited to rescinding
the transaction only with respect to one-half of the then-outstanding Series G.
The Exclusion Period and the Anza Termination Notice Period is waived for the
Company if the Party exercises a conversion of the Series G.  After the
expiration of the Anza Termination Notice Period (if applicable), the escrow
agent will return any TQ Shares held in escrow to the Party, and any Series G
held in escrow to the Company.

The Agreement calls for the various parties to deposit their consideration with
an escrow agent, until such a time as either (i) all of the Series G are
converted into shares of the Company's common stock, or (ii) the escrow is
terminated in accordance with the Agreement, as noted above.  In either case,
the warrants are transferred to the Party within two days from depositing in the
escrow.

The Series G, par value $0.001 per share, with original issue price of $2.00 per
share, have non-cumulative dividends at 12% per annum, payable when declared.
The Series G are immediately


                                       14
<PAGE>
convertible into shares of the Company's common stock, subject to certain
adjustments, at a price equal to the lesser of $0.08 per share or 80% of the
30-day average closing bid price for the 30 trading days prior to the date the
Company receives a conversion notice.  All outstanding shares of the Series G
are automatically converted into the Company's common stock on September 17,
2009, 5 years after the original issue date.

The warrants to purchase up to 2,000,000 shares of the Company's common stock
have an exercise price of $0.10 per share and expire in 5 years.



                                       15
<PAGE>
ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW

     We  are a holding company that currently operates primarily through two (2)
active  subsidiaries.

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

  -  BRAVO  REALTY.COM,  a  Nevada  Corporation  (BRAVO), is a real estate sales
     company focused solely in California. Bravo has had limited operations over
     the  last  two  years.

Inactive  Subsidiaries

  -  EXPIDOC.COM,  a  California  Corporation (EXPIDOC) arranges 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. This event may have a significant impact on
     our  profitability  in  future  periods as Expidoc contributed in-excess of
     $127,000  net  profit  during  the first three fiscal quarters of the prior
     year.  We are still assessing our options to proceed with Expidoc, however,
     we  determined  that  the  remaining goodwill related to our acquisition of
     Expidoc  was impaired, and thus recorded an impairment charge in the amount
     of  $175,247 during January of 2004. If we are unable to operate Expidoc in
     future  periods  at  similar  revenue  levels,  we  will  become  even more
     dependant  on  AMRES  to  generate  revenue  and  profits.

  -  TITUS  REAL  ESTATE LLC, a California limited liability company (TITUS REAL
     ESTATE)  and  BRAVO  REAL ESTATE SERVICES, INC. (BRAVO REAL ESTATE NETWORK)
     are  currently  non-operational.

     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.

<TABLE>
<CAPTION>
                     Percentage of Total Revenues by Service

                                           % YTD Revenue   % YTD Revenue
                                           --------------  --------------
                                           July 31, 2004   July 31, 2003
                                           --------------  --------------
<S>                                        <C>             <C>
          Loan Brokering                            98.3%           94.2%
          Mortgage Banking                            .9%             .0
          Notary Services                            0.0%            5.0%
          Real Estate Brokerage                      0.8%             .8%

              Total                                  100%            100%
</TABLE>

     The  Mortgage  Banking Association expects a decline in refinancing to $434
billion in 2004 versus $2.19 trillion in 2003.  Brokerage activities are greatly
influenced  by  changes  in interest rates and comprise substantially all of the
revenues  of  AMRES.  As  rates  appear  to  have


                                       16
<PAGE>
bottomed  in  late  June  2003,  AMRES  has  seen  a  significant  drop  in loan
applications  for  refinancing compared to prior periods.  Refinancing currently
accounts  for  about  40%  of  our  total  loan  production.  This, coupled with
seasonal  declines,  is  the  primary  reason for our revenue declines in recent
quarters  compared  to  prior  periods.

     Traditionally,  we  have  experienced  increases in our business during the
spring  and summer when home sales are at their highest levels.  Loan production
in  our  highest  month  of  July 2003 totaled 1,394 loans.  Loan production has
dropped  to  an  average  of  600  loans  per  month  as  of  July  31,  2004.

     If  we  are unable to generate additional sources of revenue, our quarterly
results  will  continue  to  fluctuate and it may be difficult for us to sustain
profitable  operations.  AMRES  is  establishing various business initiatives to
reduce  its  reliance  on  the  refinancing  market.  These initiatives include:

  -  Expanding  its  mortgage  banking  operations,  with  emphasis on sub-prime
     lending, as there is a higher level of profitability delivered from banking
     these  loans  compared  to  brokering these loans. This initiative includes
     establishing  a  wholesale operation, which would allow AMRES to fund loans
     brokered  by  other  companies.

  -  Building  strategic  alliances with other business models such as loan lead
     generators,  builders,  realtors  and  trade  associations.

  -  Promoting more direct-to-consumer lending, through marketing, with products
     that  are  less  sensitive  to fluctuations in interest rates, such as home
     equity loans, construction loans and sub-prime loans. Areas we will explore
     for  expansion  include  Loancomp.com,  Loan.com,  maxrelo.com,  builder
     business,  Lending Tree and joint ventures with other sources of loans such
     as  debt  counselors,  realtor  associations  and  affinity  groups.

  -  Continuing  to  solicit  new branches to join our network, especially those
     branch  operations  that  are  "purchase-home  sensitive."

  -  Reducing operating costs through efficiencies generated by new software and
     operating  systems.

     We  have  experienced  a slow-down in business during the last quarter, and
had  to reduce staff and have cut avoidable costs significantly.  As we continue
to  experience  a significant slow down in the refinance business, and if we are
unsuccessful  in  the business initiatives described above to expand our sources
of  revenue,  we  are  prepared  to  take  immediate  actions to reduce our cost
structure.  If  our  total  loan volume continues to decline, we will need fewer
personnel  to  carry  out  the  functions  needed  to  support the loan process.
Specifically,  we  would  further  reduce headcount in such areas as compliance,
accounting  and  marketing.  We are prepared to reduce our operating expenses by
as  much  as  25%,  if  conditions  warrant.

     In  addition,  we  will continually monitor our branch performance, closing
under-producing  branches  to  help control our expenses.  If implemented, these
measures  should  offset  any potential decline in revenues from loans brokered.
However,  should we experience significant and rapid declines in loan volume; it
is unlikely that our cost containment measures will be able to completely offset
the  impact  of  the  potential  lost  revenue.


                                       17
<PAGE>
     The  AMRES  mortgage  banking platform, which will allow the transformation
from  predominately  a  mortgage  broker  to  a  banker,  is  currently  closing
approximately  $4,000,000  loans  monthly,  versus over $150,000,000 in brokered
loans  monthly  for  AMRES  as  a  whole.  This  increase in banking, if managed
properly,  could  allow  profitable operations at lower levels of volume.  AMRES
mortgage banking currently has a staff of 6, and is expanding as quickly as loan
volume  permits,  and  as  quality  control and additional experienced employees
allow.  It  is  anticipated  that  monthly  loan  production  could  increase to
$30,000,000  in  four  to  six months, when seasonal revenues are higher.  AMRES
mortgage  banking  has  established  relationships  with  several  investors  to
purchase  our  funded  loans,  including  IndyMac Bank, Countrywide Funding, and
others.  AMRES  has purchased software (DataTrac) to manage the mortgage banking
process, as well as software to provide our branches with automated underwriting
(LoanScore).

     We  have  slowed down the number of new branch additions due to an increase
in  quality  standards, minimum volume requirements, and State preferences.  Our
branch count is currently approximately 123, down from approximately 200 at July
31,  2003.   We  continue  to  monitor  all  of our branches for "probation" and
possible termination to continually ensure that we are focusing our resources on
the  most productive branches.  AMRES has been fortunate to lure loan production
officers  from  our competitors.  As the mortgage industry contracts, AMRES will
attempt to attract additional branches, production and staff from other firms in
the industry.  While our net worth does not allow any major acquisition efforts,
we  have  made  various  contacts  in  our  industry soliciting referrals of new
business.

     AMRES  recently  established  a corporate managed "direct to consumer" loan
production  division (AMRES DIRECT).  The corporate loan officers and processors
are  purchasing  internet  leads from proven providers such as Lending Tree.com.
This  division  will  attempt  to generate loans directly from consumers through
various  marketing  initiatives  and association with strategic affinity groups,
such  as  financial planners.  This division is still in the early stages of its
development  and  it  is  too  early  to  predict  our  likelihood of success in
increasing  our  loan  production  through  this  division.

     We  expect  we  may incur additional expenses from State compliance audits,
loans  brokered  with  recourse  back  to  AMRES, and unpaid branch liabilities.
While we believe we have set aside adequate reserves for these issues, there are
no  guarantees,  due  to  the  very  high  volume  of  past  loans.

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  accounts  receivable
allowances,  and  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.  These significant
estimates  also


                                       18
<PAGE>
include  our  evaluation  of  impairments  of  intangible  assets  (see  further
discussion  below).  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
close.  Loan  origination fees and other fees are deferred net of costs upon the
sale  of  loans  to  third  parties  without  recourse,  and whereby ANZA has no
continuing  involvement.

Loans Held for Sale

     Mortgage  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 hold them
for investment. AMRES sells loans to institutional loan buyers under an existing
contract.  AMRES  sells  the  servicing rights to its loans at the time it sells
those loans.  At the time a loan is sold, AMRES has no continuing interest since
servicing  rights  are  transferred  at  the  time  of  sale  in accordance with
paragraph  5  of  SFAS  140 "Accounting for Transfers and Servicing of Financial
Assets  and  Extinguishments  of  Liabilities".  Recourse  provisions  generally
relate  to  first payment defaults, or breach of representations and warranties,
or  fraud,  with  respect to the loans sold.  The recourse provision, because of
its  very  brief  term  (30  days), is not practical to value in accordance with
paragraph  6  of  SFAS  140,  since  the  value  is minimal.  In the event AMRES
management  becomes  aware  of  a default, the financial asset and liability are
reinstated  and  an  assessment  of  the  impact  of  losses  is  made.

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  year 2004 and 2003, we estimated the allowance on net
deferred  tax  assets  to  be one hundred percent (100%) of the net deferred tax
assets.

RESULTS  OF  OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2004 COMPARED TO THE
THREE  MONTHS  PERIOD  ENDED  JULY  31,  2003

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.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                            Quarter          Quarter
                              Ended            Ended           Dollar          %
                      July 31, 2004    July 31, 2003           Change     Change
                     ---------------  ---------------  ---------------  ---------
<S>                  <C>              <C>              <C>              <C>
Revenues             $   13,623,934   $   19,593,343   $   (5,969,409)    (30.5%)
                     ---------------  ---------------  ---------------  ---------
Gross Profit %                 33.4%            29.0%             N/A      15.2%
General and
Administrative            1,784,986        2,643,215         (858,229)    (32.4%)
Salaries and Wages        2,271,541        2,649,937         (378,396)    (14.3%)
Net Income (Loss)    $       51,265   $      321,985         (270,720)    (84.0%)
</TABLE>

Revenues

     Revenues  decreased  by  $5,969,409  or  30.5%  for  the quarter ended July
31,2004  compared  to the quarter ended July 31, 2003.  The decrease in revenues
is  directly related to the decline in the refinance market and the discontinued
operations  of  Expidoc.Com.

     Bravorealty.com  continues to generate only modest revenue and is operating
at near break even.  Management continues to evaluate the business model for our
real  estate  services.  Without  a significant shift in the model and potential
additional  capital  outlay,  Bravorealty is not expected to provide significant
revenue  or  profitability  in  future  periods.

Costs of Revenues

     Commissions  are paid on loans funded.  Commissions decreased by $4,412,051
or  33%, for the quarter ended July 31, 2004, to $8,953,172 from $13,365,223 for
the  quarter  ended  July  31,  2003.  Notary  and  other  costs associated with
Expidoc.com  and Bravorealty.com decreased by $433,889, or 79%.  These decreases
are  directly  related  to  the  decrease  in  revenue  between  the  periods.

     Consolidated gross profit decreased by $1,123,469, or 19.8% for the quarter
ended July 31, 2004 to $4,552,045 from $5,675,514 for the quarter ended July 31,
2003.  As  a  percentage of revenue, the gross profit increased by approximately
3.0%.   The  decrease  in  the  gross profit was attributable to the decrease in
gross  revenue.  The increase of the gross profit as a percentage of the revenue
was  due  to  reduced  commissions  paid  and  increase in rebates from lenders.

General and Administrative Expenses

     General  and  administrative  expenses  totaled  $1,790,986 for the quarter
ended July 31, 2004, compared to $2,643,215 for the quarter ended July 31, 2003.
This  decrease  of  $852,229  can  be  directly attributed to AMRES having fewer
branches  in the current period (approximately 120) versus the comparable period
in  prior  year (approximately 200).  As such, AMRES had fewer branches spending
rent, office supplies, telephone, utilities and other general and administrative
costs.

Salaries and Wages

     Salaries  and  wages  totaled  $2,271,541in  quarter  ended  July 31, 2004,
compared  to  $2,649,937  for  the quarter ended July 31, 2003.  The decrease of
$378,396  is  directly  related  to  the  reduction  of  personnel as one of the
cost-cutting  measures  of  AMRES.


                                       20
<PAGE>
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, 2004 amounted to $461,763 compared to
$116,845  in  the  prior  period.  We may see increased spending in this area in
future  periods as the marketplace for qualified borrowers becomes more and more
competitive.

Consulting  Expenses

     Consulting  Expenses  for  this  quarter increased by approximately $28,000
compared  to  the  quarter ended April 30, 2004.  This increase is attributed to
hiring  consultants  to set up quality branches nationwide.  Consulting expenses
for  this  quarter is $184,412, prior quarter was 166,335.  These contracts were
terminated in August.  Consulting expenses are included as a part of general and
administrative  expenses.

Interest Expense

     Interest expense was $49,753 as of July 31, 2004, compared to $72,800 as of
July  31,  2003.  Interest  expense is primarily related to interest paid on our
warehouse  line  of  credit.  As  of  July  31,  2004,  interest  charged on our
warehouse line of credit was lesser than the interest charged during the quarter
ended  July  31,  2003.

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  2003  and  2004.  In  2003,  we deducted losses associated with the
LoanNet  transactions, as we sold our rights to the shares originally issued for
the  exchange  transaction  in  February  2000.  The  loss deduction amounted to
approximately  $2.1  million.  No deferred tax asset was previously recorded for
this  loss deduction.  The Company has no significant current or deferred income
tax  expense  during  the  periods  presented.

Net Income

     AMRES  realized a net profit of $51,265 for the quarter ended July 31, 2004
compared  to  $321,985 for the quarter ended July 31, 2003.  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 $2.7 million on hand as of July
31,  2004.  Our  current  assets  exceed  our  current  liabilities by $191,818.
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


                                       21
<PAGE>
Cash Flows

     Net cash used by operating activities was $3,107,574 and $4,054,493 for the
three  months  ended July 31, 2004 and 2003, respectively.  For the three months
ended  July  31,  2004,  we  recorded  a net profit of $51,265 compared to a net
profit  of  $321,985 for the three months ended July 31, 2003.  In both periods,
the  increase  in our loans held for sale was the primary contributor to the net
cash  used by operating activities in the amount of $3,817,012 and $5,882,310 as
of  July  31,  2004  and 2003, respectively.  In addition, for the current three
months,  a  decrease  in  accounts  receivable  in  the amount of $689,260 and a
decrease  in  accounts  payable,  commissions  payable,  and  accrued  and other
liabilities  in  the  amount  of  $30,929  were contributors to the cash used by
operating  activities.

     Net cash used in investing activities was $3,500 for the three months ended
July  31,  2004 compared to cash used in investing activities of $40,833 for the
three months ended July 31, 2003.  For the three months ended July 31, 2004, net
cash  used  in  investing activities relates to the purchase of equipment in the
amount  of  $3,500.

     Net cash provided by financing activities was $3,679,761 and $5,816,831 for
the  three months ended July 31, 2004 and July 31, 2003, respectively.  The most
significant contributor to the cash provided by financing activities during both
periods  relates  primarily  to  increase on our warehouse line of credit in the
amount of $3,679,761 and $5,846,832 for the three months ended July 31, 2004 and
2003,  respectively.

Liquidity

     Our  cash  on  hand at July 31, 2004 amounted to $2,773,212 and our working
capital  was $191,818.  Our current obligations consist primarily of liabilities
generated  in the ordinary course of business, which includes our warehouse line
of credit.  We have no long-term debt which we need to service in the near term.

     We  maintain  a  warehouse  line  of  credit  in the amount of $10,000,000.
Maintaining an adequate warehouse line of credit is critical to our growth plans
for our mortgage banking operations.  Any significant reduction in the borrowing
limits  or  significant  changes  in  terms  could have a negative impact on our
ability  to  expand  the  mortgage  banking  operations at the pace and with the
degree  of  profitability we desire.  Further, we have traditionally experienced
no  defaults  on  loans  funded  through our mortgage banking operations.  As we
continue  to  grow this segment of our business, our default rate on these loans
may  increase.  Any significant change in our default rate would have a negative
impact  on  our consolidated financial condition, results of operations and cash
flows.

     As  of  the  quarter  end,  we  were  not  in  compliance with certain debt
covenants.  The  lending  institution has not formally issued a waiver for these
violations.  The  final  determination  is  contingent  upon  the  lending
institution's  review  of  the  July  31,  2004  Form  10-Q.

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.  Interest  rates appeared to have stabilized for the
near  term,  noting  a  decline in long-term rates in March 2004.  The sub-prime
lending  market  is  less  vulnerable  to  increases  in interest rates, because
interest


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<PAGE>
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.

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

     The Company's Chief Executive Officer and Chief Financial Officer (or those
persons performing similar functions), after evaluating the effectiveness of the
Company's  disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c)  under  the  Securities Exchange Act of 1934, as amended) as of a date
within  90  days of the filing of this Quarterly report (the "Evaluation Date"),
have  concluded  that,  as  of  the  Evaluation  Date,  the Company's disclosure
controls  and  procedures  were  effective  to  ensure  the  timely  collection,
evaluation  and  disclosure  of  information  relating to the Company that would
potentially  be subject to disclosure under the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.  There were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  the internal controls subsequent to the Evaluation
Date.


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<PAGE>
                                     PART II

ITEM 1    LEGAL PROCEEDINGS

Existing  Matters
-----------------

     There  are  no  changes  to  our description of the existing matters in our
Annual  Report  on  Form  10-K  for  the  year  ended  April  30,  2004.

     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 $417,000.  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.

New  Matters
------------

     In  June  2004  a  lawsuit  was  filed against our wholly-owned 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.  We
believe  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.

ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

     On April 30, 2004, we approved the issuance of 224,386 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 April
30,  2004.  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.  The  shares  were  issued  in  May  2004.

     On April 30, 2004, we approved the issuance 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 April 30, 2004 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.  The  shares  were  issued  in  May  2004.

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

     We  maintain  a $10,000,000 warehouse line of credit which expires on March
31,  2005.  The  credit  agreement  calls  for  various  ratios  and  net  worth
requirements,  minimum utilization requirements, and limits the warehouse period
to 45 days for any specific loan.  The interest rate is adjustable, based upon a
published  prime  rate, plus an additional 1% to 3% and is payable 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 is collateralized by
the  company's  loans


                                       24
<PAGE>
held  for  sale.  We are currently not in compliance with certain debt covenants
in  relation  to  this line of credit.  The lending institution has not formally
issued  a  waiver for these violations, although they have informed us that they
will  review  our  quarterly  financial  results.

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

     Mr.  Ken  Arevalo  resigned as a director of the company effective July 23,
2004.

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

(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

     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

     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.

(b)  Reports on Form 8-K

     We did not file any Current Reports on Form 8-K during the quarter ended
July 31, 2004.


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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: September 17, 2004                       /s/ Vincent Rinehart
                                          --------------------------------------
                                          By:   Vincent Rinehart
                                          Its:  President, Chairman, Chief
                                                Executive Officer, Chief
                                                Financial Officer, Chief
                                                Accounting Officer, and
                                                Director


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<PAGE>