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 JANUARY 31, 2005

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

       For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER O-24512

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

            NEVADA                                         88-1273503
(State or other jurisdiction of                          (I.R.S. Employer
         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 March 21,2005,  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...........................................................................

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

ITEM 2       Management's Discussion and Analysis of Financial Condition and Results of Operations.......4

ITEM 3       Quantitative and Qualitative Disclosures About Market Risk.................................19

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

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

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...................................................................................30
</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>
                                                                     January 31, 2005   April 30, 2004
                                                                       (Unaudited)
<S>                                                                  <C>                <C>
ASSETS
Current assets:
     Cash and cash equivalents                                          $ 2,244,834     $ 2,204,525
     Commissions receivable                                                 607,046       2,028,232
     Loans held for sale, net                                             2,294,700       3,650,911
     Marketable securities                                                1,190,000              --
     Prepaids and other current assets                                       38,374          19,898
Total current assets                                                    $ 6,374,954     $ 7,903,566

Property and equipment, net                                                 189,356         244,152
Other assets                                                                 78,046         121,744
Total assets                                                            $ 6,642,356     $ 8,269,462

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes Payable                                                      $   259,900     $        --
     Accounts payable                                                       205,037         215,151
     Commissions payable                                                  1,970,453       2,919,264
     Unsecured bank line of credit                                           75,000              --
     Warehouse line of credit                                             2,252,982       3,606,866
     Accrued liabilities                                                    503,610         980,465
     Dividends Payable                                                      108,887
     Other current liabilities                                              531,025          74,535
Total liabilities                                                       $ 5,906,894     $ 7,796,281


Minority interest in consolidated subsidiary                            $   298,230              --


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
     January 31, 2005 and April 30, 2004                                      4,870           4,870
Additional paid in capital                                               14,289,292      13,650,274
Accumulated deficit                                                     (16,210,642))   (14,535,675))
Total stockholders' equity                                              $   437,232     $   473,181

Total liabilities and stockholders' equity                              $ 6,642,356     $ 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                   Nine Months Ended
                                              ------------------------------      ------------------------------
                                              January  31,      January  31,      January  31,      January  31,
                                                  2005              2004              2005              2004
                                              ------------      ------------      ------------      ------------
<S>                                           <C>               <C>               <C>               <C>
Revenues:
          Broker commissions                  $ 11,002,585      $ 12,431,253      $ 36,344,559      $ 46,858,850
          Sale of Loans, Net                      (113,980)           97,897           166,107           208,516
          Notary and other                         186,531           171,194           593,198         1,638,754
                                              ------------      ------------      ------------      ------------
                                                11,075,136        12,700,344        37,103,864        48,706,120
                                              ------------      ------------      ------------      ------------

Cost of revenues:
          Broker commissions                     7,389,173         8,094,274        24,957,215        32,359,506
          Notary and other                         152,302           136,499           525,904         1,015,000
                                              ------------      ------------      ------------      ------------
                                                 7,541,475         8,230,773        25,483,119        33,374,506
                                              ------------      ------------      ------------      ------------

Gross profit                                     3,533,661         4,469,571        11,620,745        15,331,614
                                              ------------      ------------      ------------      ------------

Operating expenses:
          General and administrative             2,384,927         2,203,282         7,309,749         7,061,770
          Salaries and wages                     1,357,670         2,525,064         4,889,945         8,168,243
          Selling and marketing                    242,343            91,448         1,143,559           304,507
          Management fees (interco)                     --                --                --                --
          Impairment of Goodwill                        --           195,247                --           195,247
          Provision for litigation losses          (91,480)               --           (91,480)               --
                                              ------------      ------------      ------------      ------------
                                                 3,893,460         5,015,041        13,251,773        15,729,767
                                              ------------      ------------      ------------      ------------

Operating income (loss)                           (359,799)         (545,470)       (1,631,028)         (398,153)
Interest expense                                  (121,990)          (37,004)         (236,923)         (336,261)
Interest income                                     42,080            61,556           162,582           359,700
Other Income                                         5,053                --             5,053                --
Discount on Notes Payable                           (7,768)               --            (7,768)               --
Minority Interest on Income(Loss)                   58,205                --            58,205                --
                                              ------------      ------------      ------------      ------------
Net income (loss)                             $   (384,219)     $   (520,918)     $ (1,649,879)     $   (374,714)
                                              ============      ============      ============      ============

Earnings (loss) per common share:
          Weighted average number of             4,869,896         4,829,960         4,869,896         4,829,960
          common shares
          Net income (loss) per common        $      (0.08)     $      (0.11)        $ ( 0.34)      $      (0.08)
          share
</TABLE>

                             See accompanying notes

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                         Nine Months          Nine Months
                                                                            Ended                Ended
                                                                      January 31, 2005     January 31, 2004
                                                                      ----------------     ----------------
<S>                                                                   <C>                  <C>
Cash flows from operating activities:
     Net income (loss)                                                   $(1,649,879)        $  (374,714)
     Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
     Depreciation                                                             53,696              38,055
     Consulting expense                                                      900,000                  --
     Non-cash BCF and interest charges                                        30,938                  --
     Gunn Allen warrants consulting                                           39,427                  --
     Change in minority interest                                             (58,205)                 --
     Impairment of Goodwill                                                       --             195,247
     Changes in operating assets and liabilities:                                 --                  --
         Decrease in commissions and accounts receivable                   1,421,186             882,935
         Decrease in loans held for sale, net                              1,356,211           5,675,143
         Decrease in prepaids and other current assets                        25,222               4,151
         Decrease in accounts payable                                        (10,115)           (252,523)
         Increase (Decrease) in commissions payable                         (948,811)            546,850
         Increase (Decrease) in accrued and other liabilities               (101,478)            401,297
                                                                         -----------         -----------
     Net cash provided by operating activities                             1,058,192           7,116,441
                                                                         -----------         -----------

Cash flows from investing activities:
     Acquisitions of property and equipment                                       --            (125,800)

     Net issuance of secured note receivable                                      --            (180,000)

     Other assets, net                                                         1,100             (41,031)
                                                                         -----------         -----------


     Net cash provided by (used in) investing activities                       1,100            (346,831)
                                                                         -----------         -----------

Cash flows from financing activities:
     Advances (borrowings) from warehouse line of credit, net             (1,353,883)         (5,612,542)

       Repayments on convertible notes payable                               (25,000)                 --
       Proceeds from convertible notes payable                               125,000                  --

       Issuance of convertible debentures 8%                                 100,000                  --

       Issuance of convertible debentures 10%                                 55,000                  --

       Borrowings from unsecured line of credit                               75,000                  --

       Loans Payable                                                          4,900

     Repurchase of Series E Preferred Stock                                       --             (67,685)

     Dividends on Series E Preferred Stock                                        --             (15,103)
                                                                         -----------         -----------

     Net cash provided by (used in) financing activities                  (1,018,983)         (5,695,330)
                                                                         -----------         -----------

Net increase in cash and cash equivalents                                     40,309           1,074,280
Cash and cash equivalents at beginning of period                           2,204,525           2,755,659
                                                                         -----------         -----------

Cash and cash equivalents at end of period                               $ 2,244,834         $ 3,829,939
                                                                         ===========         ===========

Non-cash investing and financing activities:

      Minority interest in consolidated subsidiary                       $   356,435         $        --
                                                                         ===========         ===========

       Conversion of Class C Preferred Stock to common                                       $   122,950
                                                                         ===========         ===========

      Securities exchange agreement                                      $ 1,000,000         $        --
                                                                         ===========         ===========

Supplemental cash flow information:
Cash paid for interest                                                   $   115,932         $   324,448
                                                                         ===========         ===========

Income taxes were not significant during the periods presented
</TABLE>

                             See accompanying notes

                                       6
<PAGE>

                      NOTES TO INTERIM FINANCIAL STATEMENTS

NOTE 1.  UNAUDITED INTERIM FINANCIAL STATEMENTS

The interim financial data as of January 31, 2005 is unaudited;  however, in the
opinion of management, the interim data includes all adjustments,  consisting of
normal  recurring  adjustments,   necessary  to  present  fairly  the  Company's
consolidated financial position as of January 31, 2005, and the results of their
operations  and their cash flows for the three and nine months ended January 31,
2005 and 2004. 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.

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

NOTE 2.  GOING CONCERN

In connection with the audit of the  consolidated  financial  statements for the
year ended April 30, 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 compliance. 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 nine months ended January 31, 2005 eight investors  accounted for eighty
percent of the purchase of loans held for sale and accounted for eighty  percent
of the revenues from mortgage banking and brokering  business,  and for the nine
months ended January 31, 2004,  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 and brokering business.


                                       7
<PAGE>


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 nine months ended
January 31, 2005 and 2004,  Management  has provided the  following  information
with respect to its operating segments (in thousands).

<TABLE>
<CAPTION>

                                             Three Months Ended January 31, 2005

                                                                          Operating
                                          Revenues                          Income                          Assets
                                          --------                          ------                          ------

                                    2005            2004            2005            2004            2005           2004
<S>                                <C>             <C>               <C>               <C>          <C>            <C>
Loan Brokering - Corporate         11,002          12,431            (306)             15           1,308          5,726
Mortgage Banking                     (114)             98             (45)           (131)          2,416          1,927
Notary Services                         0              78               0            (207)              0             35
Real Estate Brokerage                 187              93              (3)            (12)              5              4
                                  -------         -------         -------         -------         -------        -------
                                   11,075          12,700            (354)           (335)          3,729          7,692
                                  =======         =======         =======         -------         -------        -------

Corporate                                                             (30)           (186)          2,913            607
                                                                  -------         -------         -------        -------

Total                                                                (384)           (521)          6,642          8,299
                                                                  -------         -------         -------        -------
</TABLE>

<TABLE>
<CAPTION>

                                             Nine Months Ended January 31, 2005

                                                                          Operating
                                          Revenues                          Income                          Assets
                                          --------                          ------                          ------

                                    2005            2004            2005            2004            2005           2004
<S>                                <C>             <C>               <C>              <C>           <C>            <C>
Loan Brokering - Corporate         36,345          46,859            (693)            326           1,308          5,726
Mortgage Banking                      166             209              26            (213)          2,416          1,927
Notary Services                         0           1,223               0             127               0             35
Real Estate Brokerage                 593             415              (1)             (1)              5              4
                                  -------         -------         -------         -------         -------        -------
                                   37,104          48,706            (668)            239           3,729          7,692
                                  =======         =======         =======         =======         -------        -------

Corporate                                                            (981)           (614)          2,913            607
                                                                  -------         -------         -------        -------
Total                                                              (1,649)           (375)          6,642          8,299
                                                                  -------         -------         -------        -------
</TABLE>


                                       8
<PAGE>


NOTE 5.  IMPACT OF RECENTLY ISSUED ACCOUNTING STATEMENTS

In December 2004, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 123R, Share-Based Payment ("SFAS 123R"). SFAS
123R  requires  companies  to expense  the value of employee  stock  options and
similar  awards.  SFAS  123R is  effective  for  interim  and  annual  financial
statements  beginning  after June 15, 2005 and will apply to all outstanding and
unvested share-based payments at the time of adoption.  The Company is currently
evaluating  the  impact  SFAS  123R  will  have  on its  consolidated  financial
statements and will adopt such standard as required.

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


In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing  Transactions".  The FASB issued this  statement as a result of the
guidance  provided in AICPA  Statement of Position (SOP) 04-2,  "Accounting  for
Real  Estate  Time-Sharing  Transactions".  SOP 04-2  applies to all real estate
time-sharing  transactions.  Among other items, the SOP provides guidance on the
recording  of credit  losses and the  treatment of selling  costs,  but does not
change the revenue recognition guidance in SFAS No. 66, "Accounting for Sales of
Real Estate",  for real estate  time-sharing  transactions.  SFAS No. 152 amends
Statement  No. 66 to reference the guidance  provided in SOP 04-2.  SFAS No. 152
also amends SFAS No. 67,  "Accounting for Costs and Initial Rental Operations of
Real Estate Projects",  to state that SOP 04-2 provides the relevant guidance on
accounting  for  incidental  operations  and costs  related  to the sale of real
estate time-sharing transactions.  SFAS No. 152 is effective for years beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited.  Management  does not  expect  adoption  of SFAS  No.  152 to have a
material  impact,  if any,  on the  Company's  financial  position or results of
operations.


In November 2004, the FASB issued SFAS No.  151,"Inventory  Costs". SFAS No. 151
amends the accounting for abnormal  amounts of idle facility  expense,  freight,
handling costs, and wasted material (spoilage) under the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing". Paragraph 5 of ARB No. 43, Chapter 4, previously
stated  that ". . .  under  some  circumstances,  items  such  as idle  facility
expense,  excessive  spoilage,  double freight,  and rehandling  costs may be so
abnormal  as to  require  treatment  as  current  period  charges.  . . ."  This
statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  statement is effective for inventory  costs  incurred  during
fiscal years beginning after June 15, 2005.  Management does not expect adoption
of SFAS No. 151 to have a material  impact,  if any, on the Company's  financial
position or results of operations.


                                       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>
                                           January 31, 2005                             April 30, 2004
                                 --------------------------------------------------------------------------------------
                                            (Unaudited)

                                    Number of   Total Loan      Average          Number of   Total Loan      Average
 Loans Range                          Loans       Amount     Interest Rate          Loans      Amount     Interest Rate
 -----------                          -----       ------     -------------          -----      ------     -------------
<S>                               <C>          <C>           <C>                <C>         <C>           <C>
 $20,000 to  $100,000                   2         131,000        9.23%               14        720,375        8.69%
 $100,001 to $200,000                   6         855,657        5.74%                2        312,000        7.00%
 $200,001 to $300,000                   1         205,538        6.50%                4      1,129,350        6.19%
 $300,001 to $400,000                   1         322,605        1.00%                1        360,500        5.50%
 Over $400,000                          1         779,900        1.00%                1      1,158,250       13.87%
                                 --------------------------                    ------------------------
                                       11      $2,294,700                            22     $3,680,475
 Deferred Fees, net of cost

                                                  (24,300)                                     (29,564)
                                         -------------------                            ----------------
                                               $2,270,400                                   $3,650,911
                                         ===================                            ================
</TABLE>


NOTE 7.  UNSECURED LINE OF CREDIT

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

NOTE 8.  WAREHOUSE LINE OF CREDIT

The Company  maintains a $10,000,000  warehouse  line of credit which expires on
May 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 January 31, 2005,  the Company is in
compliance  with all of the loan  covenants  related  to the  warehouse  line of
credit.


                                       10
<PAGE>


NOTE 9.  ACCRUED LIABILITIES

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                 January 31, 2005   April 30, 2004
                                                   (unaudited)
<S>                                                  <C>                <C>
Accrued salary and benefits                          $313,693           $161,610
Accrued loss contingencies                            169,383            633,500
Accrued professional fees                                  --             61,558
Accrued other liabilities                               2,271            108,887
Accrued interest                                       18,263             14,910
                                                     --------           --------
                                                      503,610            980,465

Accrued dividends                                     108,887
                                                     --------

                                                     $612,497           $980,465
                                                     ========           ========
</TABLE>

During the quarter ended January 31, 2005, the Chief  Executive  Officer elected
to defer a portion of his  salary.  As of January  31,  2005,  the total  amount
deferred was $69,000. This amount is reflected as accrued salary and benefits on
the consolidated financial statements.

NOTE 10.  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 January
31, 2005 since their effects are anti-dilutive.

NOTE 11.  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 12 Stock Registration of Subsidiary.

NOTE 12.  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
(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 expense of  approximately
$900,000.


                                       11
<PAGE>


Additionally,  the Company initially recorded the pro-rata share of AMRES'equity
owned by the minority  interest of $356,435 as minority interest in consolidated
subsidiary. Based on the company's pro rata allocation of AMRES net loss for the
quarter,  the company recorded an adjustment to minority  interest in the amount
of $58,204.

As of January 31, 2005, 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 13.  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. As of January 31, 2005, the fair market value
of the TQ shares is approximately $1,190,000.  This is offset by a corresponding
liability of $190,000 reflected in other current liabilities on 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.  The pro-rata  charges  applicable  to the quarter ended January 31,
2005 were  $17,550  related  to the  beneficial  conversion  feature  and $7,538
related to amortization of the warrants.


                                       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.  In  connection  herewith,  the company  recognized
$39,427 in consulting  expense which is reflected in general and  administrative
expenses on the accompanying financial statements.

NOTE 14. CONTINGENCIES

Indemnifications

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

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

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

StateAudits

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.

The only pending audit at the time of the Company's last quarterly update was by
the State of Georgia which led to no material findings against the Company.


                                       14
<PAGE>

At the present  time,  the  Company is not aware of any  pending  actions by any
state licensing agency.

Settlements

Oaktree Litigation

In March 2003, the Company was served with a lawsuit  brought by Oaktree Funding
Corporation ("Oaktree") against nineteen defendants,  including the Company, the
appraiser,  escrow  company,  notary public,  and borrowers  involved in six (6)
different loan transactions  brokered by the Company and funded by Oaktree.  The
Complaint  alleged,  among other things,  that the defendants  committed  fraud,
breach of contract,  negligent  misrepresentation,  RICO violations,  and unfair
business practices. The Complaint requested 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.

On June 14, 2004, the matter settled in mediation for a total potential exposure
to the Company of $46,500.  Of this amount, the Company agreed to pay $31,500 up
front and indemnify Oaktree for up to an additional  $15,000 on three additional
properties.

To date, no claims have been made on the three additional properties.

In November 2003, a former  employee filed a lawsuit  against the Company,  Anza
Capital,  its Chief  Executive  Officer  and  American  Residential  Funding,  a
wholly-owned subsidiary of the Company. The Complaint alleged breach of contract
and fraud  arising  out of the  plaintiff's  employment  with the  Company,  and
requested  damages in excess of  $5,000,000,  plus  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.

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

A lender  requested that the Company  reimburse them for two loans in which went
into  default and were  subsequently  sold for a $150,000  loss.  The loans were
brokered by branch of the Company.  On July 19, 2004,  the Company  settled with
the lender agreeing to make monthly  payments on the amount of $10,000  starting
August 1, 2004  until a total of  $138,000  is paid.  The  Company  accrued  the
$138,000 and is included in the financials as of January 31, 2005

In October 2003, a former  employee  filed a lawsuit  against the Company,  Anza
Capital,  its Chief  Executive  Officer  and  American  Residential  Funding,  a
wholly-owned subsidiary of the Company. The Complaint alleged breach of contract
and fraud  arising  out of the  plaintiff's  employment  with the  Company,  and
requested  damages in excess of  $2,000,000,  plus  attorneys'  fees,  interest,
penalties,  and punitive damages. The trial date was continued until March 2005.
The Company believed the case lacked merit and defended vigorously, however, the
matter was settled at  mediation,  which took place on February 17, 2005. 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.


                                       15
<PAGE>


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

Active Litigation

On  December  11,  2003,  a  competitor  of the  Company  filed a suit  alleging
intentional interference with contract,  conversion and trade name infringement,
among other causes of action.  The Company  vehemently denies any wrongdoing and
is vigorously  defending  these claims.  The trial date has been continued until
August 8, 2005

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  alleged
breach of oral contract and complaint for damages arising out of the plaintiff's
employment  with the Company,  and  requested  damages in excess of $50,000 plus
attorney's fees, interest,  penalties and punitive damages. The Company believes
this case lacks merit and is defending  vigorously.  The Court recently  granted
the  Company's  Motion  for  Summary  Judgment  except  for one cause of action.
Plaintiff is considering an appeal.

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


                                       16
<PAGE>


On or about May 18, 2004, a former  assistant in one of the  Company's  branches
filed a complaint.  The Complaint alleges  violations of Labor Code sections 202
and 203, claiming that plaintiff is owed back commissions.  The company believes
that the claim lacks merit and is vigorously defending the matter.

In June 2004 a lawsuit was filed against the Company's  wholly-owned  subsidiary
American  Residential Funding,  Inc. ("AMRES") by the 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.  The Company  believes that this
matter  lacks  merit and is  defending  vigorously  to hold the  proper  parties
accountable  for any damages  that are due the  plaintiff.  Recently the Company
obtained  information and believes that the office leases, which are the subject
of this  litigation  have been  re-leased  to new  tenants.  Thus,  the  overall
exposure, in terms of the plaintiff's damages, should be substantially reduced.

On or about July 30,  2004 a complaint  was filed by a borrower of the  Company.
The Complaint alleges the Violation of Michigan Consumer  Protection Act, Breach
of Contract;  Intentional infliction of emotional distress. The Company believes
that there are third parties that, at the very least,  share in the liability to
the  plaintiff  and is  vigorously  seeking  to show  same  through  the  formal
discovery process.

On or about  September 7, 2004 a complaint was filed against the company and its
CEO,  alleging  fraud,  negligent  misrepresentation  and a promise made without
intent to  perform  The amount of damages  claimed  is  approximately  $250,000.
Defendants  believe that the matter lacks merit. On Friday,  March 11, 2005, the
Court  sustained  (without leave to amend)  Defendants'  Demurrer to plaintiff's
amended complaint.  Plaintiff is considering an appeal; however,  defendants are
making a motion to the Court to recover all of its attorneys' fees and costs for
having to defend this frivolous action.

On or about  September 20, 2004, a Class Action  complaint  was filed,  alleging
unsolicited  advertisements  to fax machines in violation of TCPA 47USC  section
227. Damages not disclosed. The company has tendered the matter to People's Home
Loans for  indemnification,  as they were  responsible  for the actions that are
subject to the  Complaint.  Furthermore,  the Company  believes  that the matter
lacks merit and is defending vigorously.

On or about November 10, 2004 a complaint was filed against the Company alleging
breach of contract and warranty;  deceptive trade practices;  fraud; conversion;
negligence;  breach of fiduciary duty;  unjust  enrichment and  conspiracy.  The
complaint alleges damages in the approximate amount of $295,000.  The Company is
still  investigating  the merits of the case and  attempting  to  determine  the
potential  liability  and damages.  The  plaintiff  has expressed an interest in
mediating the matter to a resolution.


                                       17
<PAGE>


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

On or about  December 15, 2004, a former loan officer filed a complaint  against
the Company,  alleging Breach of Contract and Conversion.  The Company  believes
that the matter lacks merit and is defending vigorously.

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

NOTE 15. ISSUANCE OF CONVERTIBLE NOTE AND WARRANT AGREEMENT BY SUBSIDIARY

On January 7, 2005 and again on January 18, 2005, the company issued convertible
notes to private investors totaling $155,000. The company received proceeds, net
of all costs and fees, in the amount of $133,980. The January 7, 2005 note, with
face  amount of  $100,000  has a  maturity  date of June 15,  2005 and has an 8%
interest  rate,  while the January 18, 2005 note has a maturity date of June 15,
2005 at a 10%  interest  rate.  Both notes are  convertible  into  shares of the
company's  subsidiary,  AMRES. Both notes have a beneficial  conversion  feature
which is being  amortized over the life of the note and is reflected as interest
expense. The interest expense associated with the beneficial  conversion feature
was not considered material for the period ended January 31, 2005.

On January 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
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.

During  the  quarter,  the  company  repaid  $25,000  of the  original  $125,000
borrowed. As of January 31, 2005, $100,000 remains outstanding.

NOTE 16. SUBSEQUENT EVENTS

Partial Conversion of Convertible Note

On February 15, 2005, the holder of the January 7, 2005 convertible note elected
to convert  $25,000 of the note balance into  1,000,000  shares of the company's
subsidiary's  stock  (ARFG.PK).  The balance  remaining on the convertible  note
after conversion is $75,000.

Issuance of Convertible Notes

On February 28, 2005, the company issued two  convertible  notes for face amount
of $28,000,  with a maturity of February 10, 2006 at an 8% interest rate.  These
notes are convertible  into shares of the company's  subsidiary  AMRES (ARFG.PK)
and contain a beneficial  conversion  feature.  On March 1, 2005, the holders of
these notes exercised their conversion option to effectuate a partial conversion
in the amount of $2,500 into 250,000  shares of the company's  subsidiary  AMRES
(ARFG.PK)


                                       18
<PAGE>

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

This Form 10-Q report may contain forward-looking statements which involve risks
and uncertainties.  Such forward-looking statements include, but are not limited
to, statements regarding future events and the Company's plans and expectations.
The Company's actual results may differ significantly from the results discussed
in  forward-looking  statements as a result of certain factors,  including those
discussed  in the  Company's  Form 10-K for the period  ended April 30, 2004 and
this report.  The Company expressly  disclaims any obligations or undertaking to
release  publicly  any updates or revisions  to any  forward-looking  statements
contained  herein to reflect  any change in the  Company's  expectations  or any
events, conditions or circumstances on which any such statement is based.

OVERVIEW

      We are a holding company 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 $301,558 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.


                                       19
<PAGE>


                     Percentage of Total Revenues by Service
                             % YTD Revenue         % YTD Revenue
                            January 31, 2005      January 31, 2004
                            ----------------      ----------------
Loan Brokering                     99.35%              97.88%
Mortgage Banking                  (1.03)%                .77%
Notary Services                      0.0%                .61%
Real Estate Brokerage               1.68%                .73%


        Total                        100%                100%

      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 January 31, 2005.

      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.


                                       20
<PAGE>


      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.

      The AMRES mortgage banking platform,  which will allow the  transformation
from  predominately  a  mortgage  broker  to  a  banker,  is  currently  closing
approximately  $7,000,000  loans monthly,  versus over  $170,000,000 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  110,  down from  approximately  200 at
January 31, 2004. 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.


                                       21
<PAGE>


CRITICAL ACCOUNTING POLICIES

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


                                       22
<PAGE>


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

Introduction

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

<TABLE>
<CAPTION>
                              Quarter Ended       Quarter Ended
                             January 31, 2005    January 31, 2004     Dollar Change            % Change
                             ----------------    ----------------     -------------          ------------
<S>                          <C>                 <C>                  <C>                    <C>
Revenues                       $ 11,075,136       $ 12,700,344       $ (1,625,208)            (12.8%)
Gross Profit %                         31.9%              35.1%               N/A              (3.2%)
General and Administrative        2,384,927          2,203,282            181,645               8.0%
Salaries and Wages                1,357,670          2,525,064         (1,167,394)            (46.2%)
Net Income (Loss)              $   (384,219)      $   (520,918)          (136,699)            (26.2%)
</TABLE>


Revenues

      Revenues  decreased by  $1,625,208  or 12.8% for the quarter ended January
31, 2005  compared to the  quarter  ended  January  31,  2004.  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 $705,101 or
8.7%, for the quarter ended January 31, 2005, to $7,389,173  from $8,094,274 for
the quarter ended January 31, 2004.  These decreases are directly related to the
decrease in revenue between the periods.

      Consolidated gross profit decreased by $935,910,  or 20.9% for the quarter
ended  January 31, 2005 to  $3,533,661  from  $4,469,571  for the quarter  ended
January 31, 2004.  As a  percentage  of revenue,  the gross profit  decreased by
approximately  3.2%. The decrease in the gross profit as a percentage of revenue
is directly  related to the reduced fees paid by the  branches.  The branch fees
were reduced to be  competitive.  Furthermore,  the corporate loan officers were
paid on a higher  percentage,  increasing the cost of revenue and reducing gross
profit.


                                       23
<PAGE>


General and Administrative Expenses

      General and  administrative  expenses  totaled  $2,384,927 for the quarter
ended January 31, 2005, compared to $2,203,282 for the quarter ended January 31,
2004.  This  increase of $181,645  can be directly  attributed  to AMRES  hiring
additional  consultants  to generate  more  business  and to assist in the stock
registration  transaction  of  AMRES.  The  Company  does  not  expect  to incur
significant cash or non-cash charges to consultants in future periods.

Salaries and Wages

      Salaries and wages  totaled  $1,357,670 in quarter ended January 31, 2005,
compared to $2,525,064  for the quarter ended January 31, 2004.  The decrease of
$1,167,394  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 quarter ended January 31, 2005 amounted to $242,343 compared to
$91,448  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 $121,990 as of January 31, 2005,  compared to $37,004
as of January 31, 2004.  Interest expense is primarily  related to interest paid
on our warehouse line of credit and interest on our  convertible  notes payable.
The increase in interest  expense is directly related to higher average balances
on our warehouse line of credit and to issuance of new convertible  notes. As of
January 31, 2005,  the balance on our  warehouse  line of credit was  $2,252,982
compared to $1,901,667 as January 31, 2004.

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 $384,219  for the quarter  ended  January 31,
2005  compared to a net loss of $520,918 for the quarter ended January 31, 2004.
This was due to the significant drop in production  attributed to the decline in
the  refinance  market.  In prior  quarter,  impairment  of goodwill  related to
Expidoc  accounted  for  $195,247  of the  loss  incurred.  There  were  no such
impairments in the current quarter.


                                       24
<PAGE>


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JANUARY 31, 2005 COMPARED TO THE
NINE MONTHS ENDED JANUARY 31, 2004

Introduction

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

<TABLE>
<CAPTION>
                           Nine Months Ended   Nine Months Ended
                            January 31, 2005    January 31, 2004     Dollar Change            % Change
                            ----------------    ----------------     -------------          -----------
<S>                         <C>                 <C>                  <C>                    <C>
Revenues                       $ 37,103,864       $ 48,706,120       $(11,602,256)             (23.8%)
Gross Profit %                         31.3%              31.5%               N/A                (.2%)
General and Administrative        7,309,749          7,061,770            247,979                3.5%
Salaries and Wages                4,889,945          8,168,243         (3,278,298)             (40.1%)
Net Income (Loss)              $ (1,649,879)      $   (374,714)         1,275,165              340.3%
</TABLE>

Revenues

      Revenues  decreased  by  $11,602,256  or 23.8% for the nine  months  ended
January  31,  2005  compared to the nine months  ended  January  31,  2004.  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 $7,402,291
or 22.9%,  for the nine months  ended  January 31,  2005,  to  $24,957,215  from
$32,359,506  for the nine months ended January 31, 2004.  Notary and other costs
associated with Expidoc.com and Bravorealty.com decreased by $489,096, or 48.2%.
These  decreases  are directly  related to the  decrease in revenue  between the
periods,  mainly due to the slow down in the refinance market and the ceasing of
operations at Expidoc.

      Consolidated  gross profit decreased by $3,710,869,  or 24.2% for the nine
months  ended  January 31, 2005 to  $11,620,745  from  $15,331,614  for the nine
months ended  January 31, 2004.  As a  percentage  of revenue,  the gross profit
decreased by approximately .2%. The decrease in the gross profit as a percentage
of revenue is directly  related to the  reduced  revenue as AMRES pays a reduced
commission  percentage once certain revenue targets are met. Typically,  certain
corporate branch loan officers receive a higher percentage of the total revenues
until certain targets are met at which time AMRES earns a greater percentage.


                                       25
<PAGE>


General and Administrative Expenses

General and administrative expenses totaled $7,309,749 for the nine months ended
January 31, 2005,  compared to $7,061,770  for the nine months ended January 31,
2004.  This  increase of $247,979  or 3.5% can be directly  attributed  to 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. This non cash consulting expenses were somewhat offset by
AMRES  having  fewer  branches  in the current  period  incurring  rent,  office
supplies, telephone, utilities and other general and administrative expenses.

Salaries and Wages

      Salaries and wages  totaled  $4,889,945  in nine months ended  January 31,
2005,  compared to $8,168,243  for the nine months ended  January 31, 2004.  The
decrease of $3,278,298 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 nine months  ended  January 31,  2005  amounted to  $1,143,559
compared to $304,507 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 $236,923 as of January 31, 2005, compared to $336,261
as of January 31, 2004.  Interest expense is primarily  related to interest paid
on our warehouse  line of credit.  The decrease in interest  expense is directly
related to smaller  average  balances on the company's  warehouse line of credit
during the current period compared to prior year.

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 ($1,649,879) for the nine months ended January
31, 2005  compared to net loss of  $(374,714)  for the nine months ended January
31, 2004. 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.


                                       26
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Introduction

      Our cash  position  remains  strong  with over $2.2  million on hand as of
January 31, 2005. Our current assets exceed our current liabilities by $468,060.
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

Cash Flows

      Net cash  provided by operating  activities  was  $1,058,192  for the nine
months  ended  January  31,  2005,  compared to net cash  provided by  operating
activities of $7,116,441 for the prior period. For the nine months ended January
31,  2005,  we  recorded  a net  loss of  $1,649,879  compared  to a net loss of
$374,714 for the nine months ended January 31, 2004. In both periods, changes in
our loans held for sale was the primary  contributor to the net cash provided by
operating activities.  In the current period we had a decrease in our loans held
for sale amounting to $1,385,775 while the prior period we had a decrease in our
loans held for sale in the amount $5,675,143.  In addition, for the current nine
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 nine months
ended January 31, 2005 compared to cash used in investing activities of $346,831
for the nine months ended January 31, 2004.

      Net cash used in financing  activities  was $1,018,983 for the nine months
ended  January 31, 2005,  compared to net cash used in financing  activities  of
$5,695,330  for the nine months  ended  January 31, 2004.  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  decreased by $1,353,883 for the current nine
month  period  compared to  repayments  of  $5,612,542  for nine month the prior
period.

Liquidity

      Our cash on hand at  January  31,  2004  amounted  to  $2,244,834  and our
working  capital was  $468,060.  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.


                                       27
<PAGE>


Interest Rates

      We are  vulnerable  to  increases  in interest  rates.  Our  business  has
declined in the past nine months due to increasing interest rates. The sub-prime
lending  market is less  vulnerable  to  increases  in interest  rates,  because
interest  rates  charges to these  borrowers  is  significantly  higher and less
volatile to changes in interest rates.  Significant  increases in interest rates
could  have  an  adverse  impact  on our the  financial  condition,  results  of
operations and cash flows.

Seasonality

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

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

New Matters

      In  November  2004,  a lawsuit  was  filed  against  American  Residential
Funding, Inc. by First American Title Insurance in the State of Arkansas, County
of Saline, case number  CV-2004-875-1.  The Complaint alleges breach of contract
and warranty, breach of fiduciary duty, unjust enrichment,  and conspiracy,  and
requests  damages of  $294,700,  plus  accrued  interest.  We have not filed our
Answer, but intend to vigorously defend the action as we believe it lacks merit.

Former Employees

      In October 2003, a lawsuit was filed against the Company, its wholly-owned
subsidiary American Residential Funding, and its Chairman and CEO Vince Rinehart
by a former  employee  Leigh  Dimarco  in the  Superior  Court  of the  State of
California,  County of Orange,  case number  03CC12686.  The  Complaint  alleges
breach of contract and fraud arising our 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.  In February 2005, we settled this
case  matter  with  Ms.  Dimarco  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 not  expected  to exceed  $400,000.  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

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

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

      We held our 2004 Annual  Meeting of  Shareholders  on November 8, 2004, in
Las Vegas, Nevada. There were individuals  representing  4,222,231 votes present
at the meeting,  either in person or by proxy, which represented over 50% of the
8,278,878 total  outstanding votes of the Company,  so a quorum was present.  At
the meeting the shareholders approved the following agenda items as set forth in
our Schedule 14C Information Statement on file with the SEC:


                                       29
<PAGE>


      1. The election of one (1) director,  namely  Vincent  Rinehart,  to serve
until the next Annual Meeting of Shareholders  and thereafter  until a successor
is elected and qualified.  Mr. Rinehart was a director prior to the meeting. The
results of the voting were as follows:

<TABLE>
<CAPTION>
------------------------- ------------- ------------- ------------- ---------------- ---------------
                                           Votes         Votes                           Broker
Director                   Votes For      Against       Withheld      Abstentions      Non-Votes
------------------------- ------------- ------------- ------------- ---------------- ---------------
<S>                        <C>           <C>           <C>           <C>              <C>
Vincent Rinehart           4,222,231        -0-           -0-             -0-             -0-
------------------------- ------------- ------------- ------------- ---------------- ---------------
</TABLE>

      2. The  ratification  of the  appointment  of  Singer  Lewak  Greenbaum  &
Goldstein LLP as our  independent  auditors for the fiscal year ending April 30,
2005. The results of the voting were as follows:

----------------- ------------- ------------- ---------------- ----------------
                     Votes         Votes                           Broker
Votes For           Against       Withheld      Abstentions       Non-Votes
----------------- ------------- ------------- ---------------- ----------------
   4,222,231          -0-           -0-             -0-              -0-
----------------- ------------- ------------- ---------------- ----------------

      A more  detailed  description  of  each  agenda  item at the  2004  Annual
Shareholders  Meeting can be found in our  Schedule  14C  Information  Statement
dated and filed with the Securities and Exchange Commission on October 8, 2004.

ITEM 5 OTHER INFORMATION

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

ITEM 6 EXHIBITS

(a)   Exhibits

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

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

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

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

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

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

         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


                                       30
<PAGE>


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

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

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

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

(b)   Reports on Form 8-K

      On November  12, 2004,  we filed an Item 8.01  Current  Report on Form 8-K
regarding  the results of our annual  shareholders  meeting  held on November 8,
2004.


                                       31
<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: March 21, 2005                       /s/ Vincent Rinehart
                                            -----------------------------------
                                       By:  Vincent Rinehart
                                       Its: President, Chairman, Chief
                                            Executive Officer, Chief
                                            Financial Officer, Chief
                                            Accounting Officer, and Director


                                       32