Nevada (State or other jurisdiction of incorporation or organization)	88-1273503 (I.R.S. Employer Identification No.)
3200 Bristol Street, Suite 700 Costa Mesa, CA (Address of principal executive offices)	92626 (Zip Code)

	8

	15

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

(3)  Incorporated by reference to our Current Report on Form 8-K dated April 2, 2003, filed with the Commission on April 4, 2003.

(b)    Reports on Form 8-K

On March 4, 2003, we filed a Current Report on Form 8-K enclosing a press release regarding our intention to rescind the Reorganization Agreement with Homelife, Inc.

On March 26, 2003, we filed a Current Report on Form 8-K enclosing the Certification Pursuant to 18 U.S.C. Section 1350 of our Chief Executive Officer and Chief Financial Officer.

On April 4, 2003, we filed a Current Report on Form 8-K regarding the execution of a Mutual Release Agreement which terminated the Reorganization Agreement with Homelife, Inc.

On April 22, 2003, we filed a Current Report on Form 8-K regarding the results of our annual meeting of shareholders held on April 11, 2003.

ITEM 14 — 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.

ITEM 16 — PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

During the fiscal years ended April 30, 2003 and 2002, McKennon Wilson & Morgan LLP billed the Company $48,000 and $69,000, respectively, in fees for professional services for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-QSB.

	42

 

Audit – Related Fees

During the fiscal years ended April 30, 2003 and 2002, McKennon Wilson & Morgan LLP billed the Company $12,866 and $4,000, respectively, relating to procedures performed in connection with proxy and registration information filed with the SEC. There were no amounts billed related to any assurance and related services related to the performance of the audit or review of the Company’s financial statements.

Tax Fees

During the fiscal years ended April 30, 2003 and 2002, McKennon Wilson & Morgan LLP billed the Company $6,500, each, for professional services for tax planning and preparation.

All Other Fees

During the fiscal years ended April 30, 2003 and 2002, McKennon Wilson & Morgan LLP did not bill the Company for any other fees.

Of the fees described above, 100% were approved by the Board of Directors of the Company as there was not an Audit Committee in place at the time of the approvals.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

REPORT OF INDEPENDENT AUDITORS

Board of Directors Anza Capital, Inc.

We have audited the accompanying consolidated balance sheet of Anza Capital, Inc. and subsidiaries (collectively, "ANZA") as of April 30, 2003, and the related statements of operations, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended April 30, 2003. These consolidated financial statements are the responsibility of ANZA‘s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Anza Capital, Inc. and subsidiaries as of April 30, 2003, and the results of their operations and their cash flows for each of the two years in the period ended April 30, 2003, in conformity with accounting principles generally accepted in the United States.

Irvine, California

August 7, 2003

ANZA CAPITAL, INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

		April 30, 2003
ASSETS
Current assets:
Cash and cash equivalents		$	2,755,659
Commissions receivable			2,512,741
Loans held for sale, net (Notes 4 and 7)			7,601,623
Advances to employees			6,516
Prepaid and other current assets			70,232
Total current assets			12,946,771
Property and equipment, net of accumulated
depreciation of $209,969 (Note 5)			253,723
Goodwill, net of accumulated amortization
and impairments of $1,535,049 (Note 6)			195,247
Other assets			22,879
		$	13,418,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	677,951
Commissions payable			2,687,511
Warehouse line of credit (Note 7)			7,514,209
Accrued liabilities (Note 8)			532,337
Other liabilities			75,601
Total current liabilities			11,487,609
Commitments and Contingencies (Note 11)
Stockholders’ equity (Notes 12 and 17):
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
Class E convertible preferred stock, no par value;
liquidation value of $1.00 per share;
250,000 shares authorized, 217,278 issued and outstanding			217,278
Class F convertible preferred stock, no par value;
liquidation value of $16.675 per share; 25,000
shares authorized, 18,800 issued and outstanding			313,490
Common stock, $0.001 par value; 100,000,000 shares
authorized; 4,829,960 issued and outstanding			96,597
Additional paid-in capital			13,547,347
Accumulated deficit			(13,283,923	)
Total stockholders’ equity			1,931,011
		$	13,418,620
See accompanying notes to these consolidated financial statements

 

	F - 2

 

ANZA CAPITAL, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

		Year Ended
		April 30, 2002			April 30, 2003
Revenues:
Broker commissions		$	25,893,805		$	56,918,172
Sales of loans			61,247			336,784
Notary and other			667,003			1,808,544
			26,622,055			59,063,500
Cost of revenues: Broker commissions			16,254,437			38,734,044
Notary and other			436,807			1,162,578
			16,691,244			39,896,622
Gross profit			9,930,811			19,166,878
General and administrative			4,249,240			8,031,604
Salaries and wages			3,066,428			7,217,621
Selling and marketing			2,764,686			2,463,343
Provision for losses on brokered loans			--			300,000
Goodwill impairment			--			150,000
Non-recurring settlement expenses, net of gains			156,614			(78,543	)
Total costs and expenses			10,236,968			18,084,025
Operating income (loss)			(306,157	)		1,082,853
Interest expense			(179,428	)		(146,572	)
Other income (expense), net			42,872			(33,889	)
Net income (loss)		$	(442,713	)	$	902,392
Earnings (loss) per common share:
Basic:
Weighted average number of common shares			1,813,675			2,777,656
Net income (loss) per common share		$	(0.24	)	$	0.32
Diluted:
Weighted average number of common shares			1,813,675			6,132,434
Net income (loss) per common share		$	(0.24	)	$	0.15
See accompanying notes to these consolidated financial statements

	F - 3

		A Preferred						C Preferred
		Shares			Amount			Shares			Amount
Balances, April 30, 2001			-		$	-			20,000		$	2,000,000
Shares issued for contract buyout
Shares issued as payment on loan payable
Shares issued to consultants
Shares issued as part of Global Settlement
Value of beneficial conversion feature on AMRES Holding Note
Issuance of A Preferred			500,000			250,000
Repurchase of A preferred and distribution of dividends			(13,180	)		(6,590	)
Amortization of deferred stock compensation
Conversion of C Preferred									(2,541	)		(254,100	)
Shares issued in settlement with consultant
Value of options granted to an employee
Value of warrants granted in connection with debt
Net Loss
Balances, April 30, 2002			486,820			243,410			17,459			1,745,900
Shares issued to employees and directors
Shares issued to consultants
Amortization of deferred compensation
Conversion of C Preferred									(1,056	)		(105,600	)
Repurchase of A preferred			(52,266	)		(26,132	)
Exchange of A Preferred for E Preferred			(434,554	)		(217,278	)
Exchange of C Preferred for D Preferred									(16,403	)		(1,640,300	)
Value of warrants ascribed
Exchange of Amres Holding Note
Issuance of Laguna settlement shares
Cancellation of Laguna warrants
Net income
Balances, April 30, 2003			0			0			0			0