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

                                    FORM 10-Q

(Mark One)

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

                 FOR THE QUARTERLY PERIOD ENDED OCTOBER 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 stock, as of the latest  practicable  date. As of December 17,
2004, there were 9,496,346 shares of common stock issued and 5,496,346 shares of
common stock outstanding.


                                       1
<PAGE>


                               ANZA CAPITAL, INC.



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                     <C>
PART I - FINANCIAL INFORMATION...........................................................................3

ITEM 1       Financial Statements........................................................................3

ITEM 2       Management's Discussion and Analysis of Financial Condition and Results of Operations......19

ITEM 3       Quantitative and Qualitative Disclosures About Market Risk.................................28

ITEM 4       Controls and Procedures....................................................................28

PART II - OTHER INFORMATION.............................................................................29

ITEM 1       Legal Proceedings..........................................................................29

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

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

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

ITEM 5       Other Information..........................................................................30

ITEM 6       Exhibits...................................................................................32
</TABLE>

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

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

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

ITEM 1   FINANCIAL STATEMENTS
                                       3
<PAGE>

                               ANZA CAPITAL, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                     October 31, 2004 April 30, 2004
                                                                                       (Unaudited)
ASSETS
Current assets:
<S>                                                                                   <C>              <C>
     Cash and cash equivalents                                                        $  2,539,942     $  2,204,525
     Commissions receivable                                                              1,389,954        2,028,232
     Loans held for sale, net                                                            7,797,251        3,650,911
     Marketable securities                                                               1,350,000                -
     Prepaids and other current assets                                                      75,081           19,898
                                                                                      ------------     ------------
Total current assets                                                                  $ 13,152,228     $  7,903,566

Property and equipment, net                                                                207,254          244,152
Other assets                                                                                60,790          121,744
                                                                                      ------------     ------------
Total assets                                                                          $ 13,420,272     $  8,269,462
                                                                                      ------------     ------------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                                 $    109,959     $    215,151
     Commissions payable                                                                 3,244,523        2,919,264
     Warehouse line of credit                                                            7,614,401        3,606,866
     Accrued liabilities                                                                   626,546          980,465
     Other current liabilities                                                             717,322           74,535
                                                                                      ------------     ------------
Total liabilities                                                                     $ 12,312,751     $  7,796,281
                                                                                      ------------     ------------


Minority interest in consolidated subsidiary                                               356,435                -

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
    Class G convertible preferred stock, $0.001 par value;  liquidation value of
    $5.00 per share; 750,000 shares authorized, 500,000 shares issued and
    outstanding                                                                          1,000,000                -
Common stock, $0.001 par value; 100,000,000 shares
     authorized; 4,869,096 shares issued and outstanding as of October
     31, 2004 and April 30, 2004                                                             4,870            4,870
Additional paid in capital                                                              14,193,839       13,650,274
Accumulated deficit                                                                    (15,801,335)     (14,535,675)
                                                                                      ------------     ------------
Total stockholders' equity                                                            $    751,086     $    473,181
                                                                                      ------------     ------------

Total liabilities and stockholders' equity                                            $ 13,420,272     $  8,269,462
                                                                                      ============     ============
</TABLE>

                             See accompanying notes
                                       4
<PAGE>

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

                                                     Three Months Ended                Six Months Ended
                                               ------------     ------------     ------------     --------------
                                               October  31,     October  31,     October  31,       October  31,
                                                    2004            2003            2004               2003
                                               ------------     ------------     ------------     --------------

Revenues:
<S>                                            <C>              <C>              <C>              <C>
          Broker commissions                   $ 11,964,772     $ 16,033,692     $ 25,341,974     $   34,506,078
          Sales of loans, net                       161,262           10,330          280,087            162,661
          Notary and other                          278,761          507,283          406,667          1,467,560
                                               ------------     ------------     ------------     --------------
                                                 12,404,795       16,551,274       26,028,728         36,136,299
                                               ------------     ------------     ------------     --------------

Cost of revenues:
          Broker commissions                      8,614,871       10,830,375       17,568,042         24,187,280
          Notary and other                          254,885          324,820          373,602            878,256
                                               ------------     ------------     ------------     --------------
                                                  8,869,756       11,155,195       17,941,644         25,065,536
                                               ------------     ------------     ------------     --------------

Gross profit                                      3,535,039        5,396,079        8,087,084         11,070,763
                                               ------------     ------------     ------------     --------------


Operating expenses:
          General and administrative              3,133,835        2,341,903        4,924,822          4,991,576
          Salaries and wages                      1,260,734        2,991,861        3,532,275          5,641,998
          Selling and marketing                     439,454           96,214          901,216            213,059
                                               ------------     ------------     ------------     --------------
                                                  4,834,023       5 ,429,979        9,358,313         10,846,633
                                               ------------     ------------     ------------     --------------

Operating income (loss)                          (1,298,984)         (33,899)      (1,271,229)           224,130

Interest expense                                    (65,180)        (303,271)        (114,933)          (376,071)
Interest income                                      47,239          168,877          120,502            298,145
                                               ------------     ------------     ------------     --------------
Net income (loss)                              $ (1,316,925)    $   (168,292)    $ (1,265,660)    $      146,204
                                               ============     ------------     ------------     ==============

Earnings (loss) per common share:

     Basic:
          Weighted average number of common
          shares                                  4,869,896        4,829,960        4,869,896          4,829,960

          Net income (loss0 per common share   $      (0.27)    $      (0.03)    $      (0.26)    $         0.03

     Diluted:
          Weighted average number of common
          shares                                  4,869,896        4,829,960        4,869,896          8,075,541

          Net income (loss) per common share   $      (0.27)    $      (0.03)    $      (0.26)    $         0.02

</TABLE>

                             See accompanying notes

                                       5
<PAGE>
                               ANZA CAPITAL, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       Six Months      Six Months
                                                                                          Ended          Ended
                                                                                    October 31, 2004  October 31, 2003
                                                                                       -----------     -----------
Cash flows from operating activities:

<S>                                                                                    <C>             <C>
     Net income (loss)                                                                 $(1,265,660)    $   146,204
     Adjustments to reconcile net income (loss)  to net cash provided by
     (used in) operating activities:

     Depreciation                                                                           35,798          25,370

     Consulting expense                                                                    900,000               -
     Changes in operating assets and liabilities:

     Decrease in commissions and accounts receivable                                       638,278         460,597

         (Increase) Decrease in loans held for sale, net                                (4,146,340)      4,943,214

         (Increase) Decrease in prepaids and other current assets                            5,771         (30,676)
         (Decrease) Increase in accounts payable                                          (105,193)         13,442
         Decrease in due from employees                                                         --          41,841

         Increase in commissions payable                                                   325,259         649,991

         (Decrease) in accrued and other liabilities                                       (61,132)        (67,899)
                                                                                       -----------     -----------

     Net cash provided by (used in) operating activities                                (3,673,219)      6,182,084
                                                                                       -----------     -----------

Cash flows from investing activities:
      Acquisitions of property and equipment                                                     -        (116,658)

     Other assets, net                                                                       1,100         (21,031)
                                                                                       -----------     -----------


     Net cash provided by (used in) investing activities                                     1,100        (137,689)
                                                                                       -----------     -----------

Cash flows from financing activities:

     Advances (borrowings) from warehouse line of credit, net                            4,007,536      (4,869,552)

     Repurchase of Series E Preferred Stock                                                      -         (48,417)

     Dividends on Series E Preferred Stock                                                       -         (11,583)
                                                                                       -----------     -----------

     Net cash provided by (used in) financing activities                                 4,007,536      (4,929,552)
                                                                                       -----------     -----------

Net increase in cash and cash equivalents                                                  335,417       1,114,843
Cash and cash equivalents at beginning of period                                         2,204,525       2,755,659
                                                                                       -----------     -----------

Cash and cash equivalents at end of period                                             $ 2,539,942     $ 3,870,502
                                                                                       ===========     ===========

Non-cash investing and financing activities:
      Minority interest in consolidated subsidiary                                     $   356,435     $         -
                                                                                       ===========     ===========
      Securities exchange agreement                                                    $ 1,000,000     $         -
                                                                                       ===========     ===========
     Issuance of preferred stock of subsidiary for marketable
       securities                                                                      $        -      $   800,000
                                                                                       ===========     ===========
Supplemental cash flow information:
                                                                                       $   115,932     $   276,025
                                                                                       ===========     ===========
</TABLE>
Income taxes were not significant during the periods presented

                             See accompanying notes

                                       6
<PAGE>

                      NOTES TO INTERIM FINANCIAL STATEMENTS


NOTE 1.  UNAUDITED INTERIM FINANCIAL STATEMENTS

The interim financial data as of October 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 October 31, 2004, and the results of their
operations  and their cash flows for the three and six months ended  October 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.

ANZA is a holding  company  with three  active  subsidiaries.  All  intercompany
transactions  have been eliminated in the  accompanying  consolidated  financial
statements.  The  Company's  annual report on Form 10-K for the year ended April
30, 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  increased  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 are  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 October 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 and six months ended

                                       7
<PAGE>

October 31, 2004 and 2003,  Management  has provided the  following  information
with respect to its operating segments (in thousands).
<TABLE>
<CAPTION>

                                                        Three Months Ended October 31,
                                             Revenues                Net Income (Loss)               Assets
                                       2004            2003          2004         2003         2004          2003
                                       ----            ----          ----         ----         ----          ----

<S>                                <C>            <C>             <C>          <C>          <C>          <C>
Loan brokering                     $      11,965  $       16,034  $       (439)$       (172)$      3,167 $       6,704
Mortgage banking                             161              10            20          (79)       7,797         2,696
Notary services                                0             337             0           72            0           169
Real estate brokerage                        279             170             2           10            3            17
                                   -------------- --------------- ------------ ------------ ------------ -------------
                                   $      12,405  $       16,551  $       (417)$       (169)$     10,967 $       9,586
                                   ============== =============== ============ ============ ============ =============
Corporate                                                               (1,000)           1        2,450           466
                                                                  ------------ ------------ ------------ -------------

Total                              $      12,405  $       16,551  $     (1,417)$       (168)$     13,417 $      10,052
                                   ============== =============== ============ ============ ============ =============


                                                             Six Months Ended October 31,
                                             Revenues                Net Income (Loss)               Assets
                                       2004            2003          2004         2003         2004          2003
                                       ----            ----          ----         ----         ----          ----

Loan brokering                     $      25,342  $       34,505  $      (418) $       (65) $     3,167  $      6,704
Mortgage banking                             280             163           50         (135)       7,797         2,696
Notary services                                0           1,147            0          333            0           169
Real estate brokerage                        407             321            2           11            3            17
                                   -------------- --------------- ------------ ------------ ------------ -------------
                                   $      26,029  $       36,136  $      (366) $       144  $    10,967  $      9,586

Corporate                                                              (1,000)           2        2,450           466
                                                                  ------------ ------------ ------------ -------------

Total                              $     26,029   $       36,136  $    (1,366) $       146  $    13,417  $     10,052
                                   ============== =============== ============ ============ ============ =============
</TABLE>


NOTE 5.  IMPACT OF RECENTLY ISSUED ACCOUNTING STATEMENTS

In May 2003,  the FASB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments  with  Characteristics  of Liabilities and Equity,  ( SFAS No.150 ).
SFAS No. 150 establishes standards for how an issuer classifies and measurers in
its  statement  of  financial   position  certain  financial   instruments  with
characteristics  of both liabilities and equity. In accordance with SFAS No.150,
financial  instruments that embody obligations for the issuer are required to be
classified  as  liabilities.  SFAS No.  150  shall be  effective  for  financial
instruments  entered into or modified after May 31, 2003, and otherwise shall be

                                       8
<PAGE>

effective at the beginning of the first interim period  beginning after June 15,
2003.  The  Company's  implementation  of SFAS No.  150 did not have a  material
impact on the Company's financial 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
October 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.

                                       9
<PAGE>

NOTE 6.  LOANS HELD FOR SALE

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

<TABLE>
<CAPTION>

                                           October 31, 2004                              April 30, 2004
                              ------------------------------------------- ---------------------------------------------
                                             (Unaudited)

                              Number of      Total Loan                    Number of      Total Loan       Average
                              ---------      ----------                    ---------      ----------       -------
        Loans Range              Loans          Amount                        Loans          Amount      Interest Rate
        -----------              -----          ------                        -----          ------      -------------
<S>                               <C>            <C>            <C>            <C>             <C>            <C>
    $20,000 to $100,000            6           436,091          7.51%          14            720,375         8.69%
    $100,001 to $200,000           6          1,008,586         5.39%           2           312,000          7.00%
    $200,001 to $300,000           7          1,889,380         3.48%           4          1,129,350         6.19%
    $300,001 to $400,000           2           684,990          1.00%           1           360,500          5.50%
       Over $400,000               7          3,778,204         3.25%           1          1,158,250        13.87%
                              ------------ -----------------              -------------- ---------------
                                  28          $7,797,251                       22         $ 3,680,475
 Deferred Fees, net of cost                   (119,301)                                     (29,564)
                                           -----------------                             ---------------
                                              $7,677,950                                   $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 October 31, 2004,  the Company is in
compliance  with all of its loan  covenants  related  to the  warehouse  line of
credit.

                                       10
<PAGE>

NOTE 8.  ACCRUED LIABILITIES

Accrued liabilities consist of the following :

                                            October 31, 2004    April 30, 2004
                                                (unaudited)
Accrued salary and benefits                      $275,486         $161,610
Accrued loss contingencies                        214,383          633,500
Accrued professional fees                               -           61,557
Accrued other liabilities                           4,317                -
Accrued interest                                   23,472           14,910
                                                 --------         --------
                                                  517,658          871,577

Accrued dividends                                 108,888          108,888
                                                 --------         --------
                                                 $626,546         $980,465
                                                 ========         ========

During the quarter ended October 31, 2004, the Chief  Executive  Officer elected
to defer a portion of his  salary.  As of October  31,  2004,  the total  amount
deferred was $18,000. This amount is reflected as accrued salary and benefits on
the consolidated financial statements.

NOTE 9.  EARNINGS (LOSS) PER COMMON SHARE

ANZA  presents  basic  earnings per share ( EPS ) and diluted EPS on the face of
all statements of operations. Basic EPS is computed as net income (loss) divided
by the weighted  average  number of common  shares  outstanding  for the period.
Diluted EPS reflects the potential  dilution that could occur from common shares
issuable  through stock options,  warrants,  and other  convertible  securities.
Dilutive  securities  including the Series D Convertible  Preferred  Stock,  the
Series F  Convertible  Preferred  Stock and the Series G  Convertible  Preferred
Stock were not  included  in the  computations  of loss per share for the period
ended October 31, 2004 since their effects are anti-dilutive. For the six months
ended  October  31,  2003,  dilutive  shares  related to the Series D  preferred
amounted to 1,040,222,  while dilutive  shares relating to the Series E, F and G
Preferred amounted to 325,359, 1,880,000 and 8,065,036, respectively.

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, however, our subsidiaries issued shares as
discussed in Note 11 Stock Registration of Subsidiary.

NOTE 11.  STOCK REGISTRATION OF SUBSIDIARY

On October 18, 2004, the Company's  subsidiary,  American  Residential  Funding,
Inc.  ("AMRES")  filed Form D with the Securities and Exchange  Commission for a
listing on the Pink Sheets.  In connection  with the filing,  the Company issued
15,000,000  shares of common stock to  consultants as advisors to facilitate the
transaction  and   concurrently   sold  3,000,000  shares  at  $0.01  per  share

                                       11
<PAGE>

(representing  a total  of 17.5%  of  AMRES's  common  shares  outstanding).  In
December  2004,  the shares  began  trading at $0.05 per share.  Therefore,  the
Company  has valued  the shares  issued to the  consultants  and the  concurrent
nominal  investments  at $0.05 per share,  resulting  in  consulting  expense of
approximately $900,000.

Additionally, the Company has recorded the pro-rata share of AMRES' equity owned
by the  minority  interest  of $356,435  as  minority  interest in  consolidated
subsidiary.  For the period from October 18, 2004 through  October 31, 2004, the
minority interest in the subsidiary's earnings were not material.

As of October 31, 2004, the subsidiary is authorized to issue 50,000,000  shares
of preferred  stock,  of which 500,000 shares of Series A Convertible  Preferred
Stock are outstanding and held by the Company,  and 1,000,000 shares of Series B
Convertible Preferred Stock are outstanding and held by the Company. As a result
of the conversion  provisions of the Series B Convertible  Preferred  Stock, the
Company  has a  minimum  of 80% of the  votes  on all  issues  submitted  to the
subsidiary shareholders,  and can acquire upon conversion shares of common stock
representing a minimum of 80% of the outstanding common stock.

NOTE 12.  SECURITIES EXCHANGE AGREEMENT

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
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.

                                       12
<PAGE>

The  Company  has   recorded   the  fair  market  value  of  the  TQ  Shares  as
available-for-sale   securities  in  the   accompanying   balance  sheet,   with
fluctuations  in  the  value  being  recorded  as a  current  liability  in  the
accompanying financial statements.

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  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.  In relation to
this  transaction,  a  beneficial  conversion  feature  charge of  $225,821  was
assessed for the issuance of the Series G, and a warrant  valuation was assessed
at $96,716.  As the pro-rata charges applicable to the quarter ended October 31,
2004 are minimal, these charges will be reflected in the subsequent period.

                                       13
<PAGE>

On October 30, 2004, the Escrow Agreement was amended such that upon termination
of the  Securities  Purchase  Agreement,  the TQ Shares  will be released to the
Company and the Series G will be released to the Party.

Consulting Agreement and Warrant Agreements

The Company  previously  entered  into an Advisory  Agreement  with a consultant
dated  November  25,  2003 and  executed an  Addendum  to that  agreement  dated
September 3, 2004. On September 15, 2004,  the Company  issued to the consultant
warrants to acquire a total of 250,000 shares of common stock at $0.25 per share
and  200,000  shares  of  common  stock  at  $0.10  shares.  Both  warrants  are
exercisable  for  five  years.  As the  impact  of  such  issuances  are  deemed
immaterial  as of  October  31,  2004, no  amounts  have been  recorded  in this
quarter.

NOTE 13. CONTINGENCIES

Indemnifications

On December 9, 2002, the Company  received  notification  from the Department of
Housing and Urban Development  ("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. As of December 17, 2004 the
Company has received demand for payments in the approximate  amount of $197,000.
The  Company  has made  payments  totaling  $137,000.  The  Company has not paid
$60,000 of the demands as that amount equates to a surplus of funds HUD received
on the sale of two properties.

State Audits

The  Company  is  subject to certain  state  audits,  which are  typical in this
industry.  Often these audits uncover instances of  non-compliance  with various
state  licensing  requirements.  These  instances  of  non-compliance  may  also
translate into a particular state levying a fine or penalty against the Company.
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.

As of December 17, 2004, the Company is not aware of any pending  actions by any
state licensing agency.

                                       14
<PAGE>

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
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 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 was
reflected as a decrease to provision for loss on the statement of operations for
the year ended April 30, 2004.  As of October 31, 2004,  the $15,000 is included
in accrued  liabilities on the balance sheet. As of December 17, 2004, no claims
have been made on the three additional properties.

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.  The
Company paid the settlement in full on May 5, 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. The trial date, originally set for November 1,
2004, has been continued  until March 2005. The Company  believes the case lacks
merit and is defending the claim.

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 the claim.

The Company is 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 two actions since they are not probable or estimable.

                                       15
<PAGE>

Other Actions

On  November  6,  2003,  a borrower  filed a 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.  The  Company's  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 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 defend this lawsuit, as the Company believes that this case lacks merit.

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" and  "punitive  damages
exceeding $75,000".  The plaintiffs are also seeking "reasonable attorneys' fees
and costs.  The Company is defending on the grounds that Robertson was not their
agent and to the extent that he and the agent were somehow defrauding borrowers,
it was being done  outside  of the  course and scope of any agency  relationship
with  the  Company.  The  Company  believes  that the case  lacks  merit  and is
defending vigorously.

In June 2004 a lawsuit  was filed  against  the  Company's  subsidiary  American
Residential  Funding,  Inc. ("AMRES") by 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.  AMRES recently filed
an Answer to the Complaint and a Cross-Complaint against a former Branch Manager
and his business  associate  who signed the lease in question  purporting  to be
officers of the  corporation.  AMRES  believes  that this matter lacks merit and
will litigate the case to hold the proper  parties  accountable  for any damages
that are due the plaintiff.

In  September  2004,  a lawsuit was filed  against  Vince  Rinehart and AMRES in
Orange County Superior Court, alleging fraud, negligent  misrepresentation,  and
promise  made  without  intent to perform,  and asking for damages of  $250,000.
AMRES believes that this matter lacks merit and is defending vigorously.

In November  2004,  a lawsuit was filed  against  AMRES in the State of Arkansas
alleging  breach of contract and warranty,  deceptive  trade  practices,  fraud,
conversion,   negligence,  breach  of  fiduciary  duty,  unjust  enrichment  and
conspiracy,  and asking for damages of $295,000. AMRES believes that this matter
lacks merit and is defending vigorously.

The Company is subject to 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.

                                       16
<PAGE>

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 of April 30,  2004,  and was paid
during the six months ended October 31, 2004.

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.  As of
December 17, 2004,  the Company has paid $110,000 of the agreed upon  settlement
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,  of which the Company was responsible  for $18,250.  The
$32,500 is accrued in the financial statements as of April 30, 2004. The Company
remitted their portion of the settlement during the six months ended October 31,
2004.

A lender requested that the Company reimburse them for two loans which went into
default and were  subsequently sold for a $150,000 loss. The loans were brokered
by a branch of the  Company.  On July 19,  2004,  the Company  settled  with the
lender  agreeing  to make  monthly  payments  on the amount of $10,000  starting
August 1, 2004 until a total of  $138,000  is paid.  The Company has accrued the
$138,000 for the year ended April 30, 2004. As of December 17, 2004, the Company
has remitted $50,000 of the agreed upon settlement payments.

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.  During the quarter ended October 31, 2004,
the Company  agreed to settle the  matters  for a total of $8,000,  of which the
total settlement amount has been paid in full.

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 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.  The  trial  date had been  continued  until
December 6, 2004,  but the matter was settled at mediation,  which took place on
November 24, 2004. By the terms of the settlement  agreement,  the amount of the
settlement  is  confidential  but the terms were  favorable  and  resulted in no
material impact to the Company.

NOTE 14. SUBSEQUENT EVENTS

Issuance of Convertible Note and Warrant Agreement by Subsidiary

On October 11, 2004, American Residential  Funding,  Inc. borrowed $125,000 from
AMRES Holding,  LLC, a related party partially owned and controlled by our Chief
Executive  Officer.   American  Residential  Funding,   Inc.  issued  a  secured
convertible note which accrues interest at 12% per annum and is convertible into
the Company's  common stock at 75% of the average closing bid price for the five
days before conversion. Interest payments are due quarterly beginning on January
1, 2005.  As  additional  consideration,  the Company  issued a warrant to AMRES

                                       17
<PAGE>

Holding,  LLC to purchase  250,000 shares of the Company's common stock at $0.10
per share. The warrant is exercisable at any time between the closing date and a
date which is five years from the closing date.

As of October 31,  2004,  AMRES  Holding,  LLC had not  tendered any of the note
proceeds and thus this  transaction  has not been  recorded in the  consolidated
financial  statements.  Subsequent to October 31, 2004,  AMRES Holding,  LLC has
tendered  $95,000 of the total note amount of $125,000.  The balance of the note
amount is expected to be tendered prior to January 31, 2005.


                                       18
<PAGE>


ITEM 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

OVERVIEW

         We are a holding  company that  currently  operates  primarily  through
three (3) active subsidiaries.

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

o        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.

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

Inactive Subsidiaries

o        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.

o        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.

                     Percentage of Total Revenues by Service
                             % YTD Revenue         % YTD Revenue
                            October 31, 2004      October 31, 2003
                           -------------------   -------------------
Loan Brokering                     97.0%              95.5 %
Mortgage Banking                   1.07%                 .4%
Notary Services                     0.0%                3.1%
Real Estate Brokerage              1.93%                1.0%

        Total                      100 %                100%

                                       19
<PAGE>

         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  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 October 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:

         o        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.

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

         o        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.

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

         o        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.

                                       20
<PAGE>

         The  AMRES   mortgage   banking   platform,   which   will   allow  the
transformation  from  predominately a mortgage broker to a banker,  is currently
closing  approximately  $8,000,000  loans monthly,  versus over  $160,000,000 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  124,  down  from
approximately  200 at October  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,

                                       21
<PAGE>

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 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  OCTOBER 31, 2004 COMPARED TO
THE THREE MONTHS PERIOD ENDED OCTOBER 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.

                                       22
<PAGE>

<TABLE>
<CAPTION>
                                   Quarter Ended    Quarter Ended
                                 October 31, 2004  October 31, 2003   Dollar Change        %Change
                                   ------------      ------------      ------------         ------
<S>                                <C>               <C>               <C>                  <C>
Revenues                           $ 12,404,795      $ 16,551,274      $ (4,146,479)        (25.0%)
Gross Profit %                             28.5%             32.6%              N/A          (4.10%)
General and Administrative
                                      3,133,835         2,341,903           791,932          33.8%
Salaries and Wages                    1,260,734         2,991,861        (1,731,127)        (57.86%)
Net Income (Loss)                  $ (1,316,925)     $   (168,292)       (1,148,633)       (683.0%)
</TABLE>

Revenues

         Revenues decreased by $4,146,479 or 25.0% for the quarter ended October
31, 2004  compared to the  quarter  ended  October  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
$2,215,504 or 20%, for the quarter  ended  October 31, 2004, to $8,614,871  from
$10,830,375  for the  quarter  ended  October 31,  2003.  Notary and other costs
associated with Expidoc.com and  Bravorealty.com  decreased by $69,935,  or 22%.
These  decreases  are directly  related to the  decrease in revenue  between the
periods.

         Consolidated  gross profit  decreased by $1,861,040,  or 34.48% for the
quarter  ended October 31, 2004 to $3,535,039  from  $5,396,079  for the quarter
ended October 31, 2003. As a percentage of revenue,  the gross profit  decreased
by approximately  4.0%. 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 $3,133,835 for the quarter
ended October 31, 2004, compared to $2,341,903 for the quarter ended October 31,
2003.  This  increase of $791,932  can be directly  attributed  to AMRES  hiring
additional  consultants  to generate  more  business  and to assist in the stock
registration  transaction of AMRES.  This transaction alone generated a non-cash
charge of $900,000 based on the value of AMRES shares issued to consultants. The
Company does not expect to incur  non-cash  charges of this  magnitude in future
periods.

Salaries and Wages

         Salaries and wages  totaled  $1,260,734  in quarter  ended  October 31,
2004,  compared to  $2,991,861  for the quarter  ended  October  31,  2003.  The
decrease of $1,731,127 is directly  related to the reduction of personnel as one
of the cost-cutting measures of AMRES.

                                       23
<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 October 31, 2004 amounted to $439,454 compared to
$96,214  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.

Interest Expense

         Interest  expense  was  $65,180 as of October  31,  2004,  compared  to
$303,271  as of October  31,  2003.  Interest  expense is  primarily  related to
interest paid on our warehouse line of credit. As of October 31, 2004,  interest
charged  on our  warehouse  line of credit  was less than the  interest  charged
during the quarter ended October 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

         ANZA  realized a net loss of  $1,316,925  for the quarter ended October
31, 2004  compared to a net loss of $168,292 for the quarter  ended  October 31,
2003.  This was due to the  significant  drop in  production  attributed  to the
decline in the refinance market.

RESULTS OF OPERATIONS  FOR THE SIX MONTHS ENDED OCTOBER 31, 2004 COMPARED TO THE
SIX MONTHS PERIOD ENDED OCTOBER 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.

                                       24
<PAGE>

<TABLE>
<CAPTION>
                                Six Months Ended       Six Months Ended
                                October 31, 2004       October 31, 2003       Dollar Change       % Change
                                ------------------    -------------------   ------------------   ------------
<S>                                   <C>                    <C>                <C>                  <C>
Revenues                              $26,028,728            $36,136,299        $(10,107,571)        (28.0%)
Gross Profit %                             31.06%                 30.64%                  N/A           .42%
General and Administrative
                                        4,924,822              4,991,576             (66,754)         (1.3%)
Salaries and Wages                      3,532,275              5,641,998          (2,109,723)        (37.4%)
Net Income (Loss)                   $ (1,265,660)               $146,204          (1,411,864)       (966.0%)
</TABLE>

Revenues

         Revenues  decreased  by  $10,107,571  or 28.0% for the six months ended
October 31, 2004 compared to the six months ended October 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
$6,619,238  or 27%, for the six months ended  October 31, 2004,  to  $17,568,042
from  $24,187,280  for the six months ended  October 31, 2003.  Notary and other
costs associated with Expidoc.com and Bravorealty.com  decreased by $504,654, or
57%. These decreases are directly related to the decrease in revenue between the
periods.

         Consolidated gross profit decreased by $2,983,679, or 26.9% for the six
months ended October 31, 2004 to $8,087,084 from  $11,070,763 for the six months
ended October 31, 2003. As a percentage of revenue,  the gross profit  increased
by approximately 0.42%. 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 $4,924,822 for the six months ended
October 31, 2004,  compared to  $4,991,576  for the six months ended October 31,
2003.  This  decrease  of $66,754  can be directly  attributed  to having  fewer
branches in the current  period  incurring  rent,  office  supplies,  telephone,
utilities and other general and administrative  expenses.  The savings generated
by having  fewer net branches  was  somewhat  offset by AMRES hiring  additional
consultants  to generate more  business and to assist in the stock  registration
transaction  of AMRES.  The stock  registration  transaction  alone  generated a
non-cash  charge  of  $900,000  based on the  value of AMRES  shares  issued  to
consultants.  The  Company  does not  expect to incur  non-cash  charges of this
magnitude in future periods.

                                       25
<PAGE>

Salaries and Wages

         Salaries and wages  totaled  $3,532,275 in six months ended October 31,
2004,  compared to  $5,641,998  for the six months ended  October 31, 2003.  The
decrease of $2,109,723 is directly  related to the reduction of personnel as one
of the cost-cutting measures of AMRES.

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 six months ended October 31, 2004 amounted to $901,216 compared
to $213,059 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.

Interest Expense

         Interest  expense  was  $114,933 as of October  31,  2004,  compared to
$376,071  as of October  31,  2003.  Interest  expense is  primarily  related to
interest paid on our warehouse line of credit. As of October 31, 2004,  interest
charged  on our  warehouse  line of credit  was less than the  interest  charged
during the quarter ended October 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

         ANZA  realized  a net loss of  ($1,265,660)  for the six  months  ended
October 31, 2004  compared  to net income of $146,204  for the six months  ended
October 31, 2003. This was due to the significant drop in production  attributed
to the  decline in the  refinance  market and to  significant  non-cash  charges
related  to  the  issuance  of  stock  to  consultants  as  part  of  the  stock
registration transaction of AMRES.

LIQUIDITY AND CAPITAL RESOURCES

Introduction

         Our cash position  remains  strong with over $2.5 million on hand as of
October 31, 2004. Our current assets exceed our current liabilities by $839,477.
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

                                       26
<PAGE>

Cash Flows

         Net cash used by operating activities was $3,673,219 for the six months
ended October 31, 2004, compared to net cash provided by operating activities of
$6,182,084  for the prior period.  For the six months ended October 31, 2004, we
recorded a net loss of  $1,265,660  compared to a net profit of $146,204 for the
six months ended October 31, 2003.  In both  periods,  changes in our loans held
for sale was the  primary  contributor  to the net cash used in or  provided  by
operating activities. In the current period we had an increase in our loans held
for sale  amounting to  $4,146,340,  while the prior period we had a decrease in
our loans held for sale in the amount $4,943,214.  In addition,  for the current
six months,  we  recorded a charge in the amount of  $900,000  related to common
stock of AMRES issued to consultants.

         Net cash provided by investing activities was $1,100 for the six months
ended October 31, 2004 compared to cash used in investing activities of $137,689
for the six months ended October 31, 2003.  For the six months ended October 31,
2003, net cash used in investing activities relates to the purchase of equipment
in the amount of $116,658.

         Net cash provided by financing  activities  was  $4,007,536 for the six
months ended October 31, 2004, compared to net cash used in financing activities
of $4,929,552 for the six months ended October 31, 2003. The most significant
contributor to the cash used in or provided by financing activities during both
periods relates primarily to changes on our warehouse line of credit. Advances
from the warehouse line of credit increased by $4,007,536 for the current six
month period compared to repayments of $4,869,552 for the prior period.

Liquidity

         Our cash on hand at October 31, 2004  amounted  to  $2,539,942  and our
working  capital was  $839,477.  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.

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  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.

                                       27
<PAGE>

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.

                                       28
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

Former Employees

         In  November  2003,  a  lawsuit  was filed  against  the  Company,  its
wholly-owned  subsidiary American  Residential Funding, and its Chairman and CEO
Vince  Rinehart by former  employee Jeff Hemm in the Superior Court of the State
of California,  County of Orange,  case number 03CC13305.  The Complaint alleged
breach of contract and fraud arising our of the plaintiff's  employment with the
Company,  and requested  damages in excess of $5,000,000,  plus attorneys' fees,
interest,  penalties,  and punitive damages. In November,  2004, we settled this
matter with Mr. Hemm for an amount that is required to remain confidential.

Existing Matters

         Other than as set forth herein, there are no changes to our description
of the  existing  matters in our  Quarterly  Report on Form 10-Q for the quarter
ended July 31, 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  $962,000. 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.

ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         On October 11, 2004, we issued  warrants to purchase  250,000 shares of
our  common  stock at $0.10 per share to Amres  Holding,  LLC,  a related  party
partially  owned  and  controlled  by our sole  officer  and  director,  Vincent
Rinehart.  We also agreed to the  conversion  terms of that certain  convertible
secured  promissory note executed by American  Residential  Funding,  Inc. to be
converted into our common stock at 75% of the average  closing bid price for the
five trading days before conversion. The issuances were exempt from registration
pursuant to Section 4(2) of the  Securities  Act of 1933,  and the  shareholders
were accredited.

         On September 17, 2004,  we agreed to issue 500,000  shares of our newly
created Series G Convertible Preferred Stock, and warrants to purchase 2,000,000
shares of our common stock, in exchange for 1,000,000  shares of common stock of
Cash  Technologies,  Inc. The issuance was exempt from registration  pursuant to
Section  4(2)  of  the  Securities  Act  of  1933,  and  the  shareholders  were
accredited.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

                                       29
<PAGE>

ITEM 5   OTHER INFORMATION

Securities Exchange Agreement

         On September 17, 2004, we entered into a Securities  Exchange Agreement
with  Peter and Irene  Gauld.  Under the terms of the  Agreement,  we  exchanged
500,000 shares of our newly created Series G Convertible  Preferred  Stock,  and
warrants to purchase  2,000,000 shares of our common stock, for 1,000,000 shares
of common stock of Cash  Technologies,  Inc., a publicly traded company (the "TQ
Shares").

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

         o        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  quarter  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 TQ
                  Shares,  or otherwise at their fair market value) then held in
                  escrow (the "Supplemental TQ Shares Value").

         o        If the Supplemental TQ Shares Value exceeds  $1,000,000,  then
                  either (i) upon the receipt of a written  request  from Gauld,
                  that number of TQ Shares may be released  from escrow to Gauld
                  so that  the  Supplemental  TQ Share  Value  is  approximately
                  $1,000,000,  or (ii) upon the mutual  consent of us and Gauld,
                  we will issue  additional  shares of Series G shares  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 us,
                  Gauld  will  re-deposit  that  number of TQ Shares  (up to the
                  original  1,000,000  TQ  Shares),  or  cash  or  other  assets
                  acceptable   to  us,  with  the  escrow   agent  so  that  the
                  Supplemental TQ Share Value is approximately $1,000,000.

         o        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 us,  that  number of
                  Series G shares will be released from escrow to us 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 we will
                  have the choice of re-depositing any withdrawn Series G shares
                  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:

         o        Upon the  receipt  of notice by Gauld of any claim or  demand,
                  not currently known to them, that is reasonably likely to have
                  an effect on our  warehouse  line of  credit,  the TQ  Shares,
                  and/or the Series G shares then held in escrow,  or if we fail
                  to make a dividend  payment  on the Series G shares  within 10
                  days of its due date,  or if there is a change in  control  of

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<PAGE>

                  Anza, then Gauld may rescind the Agreement. Upon rescission of
                  the Agreement,  the escrow agent will return any TQ Shares (or
                  other assets) held in escrow to Gauld, and any Series G shares
                  held in escrow to us.

         We may  rescind  the  Agreement  at any time  after the date which is 6
months after the Closing Date by  providing  30 days advance  written  notice to
Gauld. However, if we rescind the Agreement during the 30-day period immediately
following the notice period,  we are limited to rescinding the transaction  only
with  respect to one-half of the  then-outstanding  Series G shares.  These time
periods  are  waived  for us if Gauld  exercises  a  conversion  of the Series G
shares. After the termination of the Agreement, the escrow agent will return any
TQ Shares held in escrow to Gauld, and any Series G shares held in escrow to us.

         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 shares  are  converted  into  shares of our common  stock,  or (ii) the
escrow is terminated in accordance with the Agreement, as noted above. In either
case, the warrants are  transferred to Gauld within two days from  depositing in
the escrow.

         The Series G shares,  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 shares are  immediately  convertible  into
shares of our 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 we  receive a  conversion  notice.  All
outstanding  shares of Series G Convertible  Preferred  Stock are  automatically
converted  into our  common  stock on  September  17,  2009,  5 years  after the
original issue date.

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

         The Escrow Agreement was amended effective October 31, 2004.

Consulting Agreement and Warrant Agreements

         We  were  assisted  in  the  Stock  Exchange   Agreement  by  GunnAllen
Financial. We previously entered into an Advisory Agreement with GunnAllen dated
November 25, 2003, and executed an Addendum to that agreement dated September 3,
2004. Pursuant to these agreement,  on September 15, 2004 we issued to GunnAllen
warrants to acquire a total of 250,000  shares of our common  stock at $0.25 per
share, and 200,000 shares of our common stock at $0.10 per share.  Both warrants
are exercisable for a period of five years.

Resignation of Director

         On September 17, 2004, Mr. L. Wade Svicarovich  resigned from our Board
of Directors.  Mr.  Svicarovich's  resignation was not related or in response to
the Securities  Exchange  Agreement  entered into on that same date, and was not
due to any disagreement with us.

                                       31

<PAGE>

Public Listing of Subsidiary Common Stock

         On October 19, 2004,  our  subsidiary,  American  Residential  Funding,
Inc., a Nevada corporation,  was issued a trading symbol sufficient to be quoted
on the Pink  Sheets.  The  trading  symbol is ARFG.  Prior to the  issuance of a
trading  symbol,  we  recapitalized  the  subsidiary so that it is authorized to
issue  500,000,000  shares of  common  stock,  and as of  October  18,  2004 had
105,000,000  shares of common stock  outstanding.  In  connection  with services
rendered by  consultants  to help us obtain this  listing,  and in exchange  for
working capital,  we issued 20,000,000 shares of common stock of the subsidiary,
reducing our ownership  interest to 81%. As of October 18, 2004,  the subsidiary
is authorized to issue  50,000,000  shares of preferred  stock, of which 500,000
shares of Series A Convertible  Preferred  Stock are outstanding and held by us,
and 1,000,000 shares of Series B Convertible Preferred Stock are outstanding and
held by us. As a result of the conversion provisions of the Series B Convertible
Preferred  Stock, we have a minimum of 80% of the votes on all issues  submitted
to the subsidiary shareholders, and can acquire upon conversion shares of common
stock representing a minimum of 80% of the outstanding common stock.

ITEM 6   EXHIBITS

(a)      Exhibits

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

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

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

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

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

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

         10.1 (4) Term Sheet executed September 11, 2004

         10.2 (3) Securities Exchange Agreement dated September 17, 2004

         10.3 (3) Escrow Agreement dated September 17, 2004

         10.4     First Amendment to Escrow  Agreement  dated Effective  October
                  31, 2004

         10.5 (3) Warrant Agreement dated with Gauld September 17, 2004

         10.6 (3) Advisory Agreement with GunnAllen Financial dated November 25,
                  2003

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<PAGE>

         10.7 (3) Addendum to Advisory Agreement with GunnAllen  Financial dated
                  September 3, 2004

         10.8 (3) Warrant Agreement with GunnAllen dated September 15, 2004

         10.9 (3) Warrant Agreement with GunnAllen dated September 15, 2004

         10.10(2) Note and Warrant Purchase Agreement dated October 11, 2004

         10.11(2) Convertible Secured Promissory Note dated October 11, 2004

         10.12(2) Warrant dated October 11, 2004

         10.13(2) Security Agreement dated October 11, 2004

         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.

         (2)      Incorporated  by reference  to our Current  Report on form 8-K
                  dated and filed with the Commission on October 12, 2004.

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

         (4)      Incorporated  by reference  to our Current  Report on Form 8-K
                  dated  September  15,  2004 and filed with the  Commission  on
                  September 16, 2004.

(b) Reports on Form 8-K

         On August 24, 2004,  we filed an Item 4.01  Current  Report on Form 8-K
regarding  the  change  of our  independent  auditor  due to the  audit  partner
rotation requirement of Section 203 of the Sarbanes Oxley Act of 2002.

         On September 16, 2004, we filed an Item 1.01 Current Report on Form 8-K
regarding our entry into a material definitive agreement.

                                       33
<PAGE>

         On September 20, 2004, we filed an Item 1.01,  2.01,  3.01,  5.02,  and
5.03 Current  Report on Form 8-K regarding our entry into a material  definitive
agreement, the acquisition of assets pursuant to that agreement, the issuance of
unregistered  securities  pursuant to that  agreement,  and an  amendment to our
articles of  incorporation to create a series of preferred stock issued pursuant
to that agreement. We also described the resignation of one of our directors.

         On October 12, 2004,  we filed an Item 1.01 and 3.02 Current  Report on
Form 8-K  regarding  our entry  into a  material  definitive  agreement  and the
issuance of unregistered securities pursuant thereto.


                                       34
<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: December 17, 2004              /s/ Vincent Rinehart
                                      ----------------------------------------
                                      By:      Vincent Rinehart
                                      Its:     President, Chairman, Chief
                                               Executive Officer, Chief
                                               Financial Officer, Chief
                                               Accounting Officer, and Director

                                       35