Form 3
OMB APPROVAL
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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0104
-------- Washington, D.C. 20549 Expires: January 31, 2005
Estimated average burden
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES hours per response...... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person* 2. Date of Event Re- 4. Issuer Name and Ticker or Trading Symbol
quiring Statement
Cranshire Capital, LP (Month/Day/Year) Anza Capital, Inc.
_____________________________________ NASDAQ OTC BB Symbol: ANZA.OB
(Last) (First) (Middle) 2/28/2003 5. Relationship of Reporting Persons 6. If Amendment,
to Issuer (Check all applicable) Date of Original
3. I.R.S. Identification (Month/Day/Year)
666 Dundee Road, Suite 1901 Number of Reporing ___ Director _X_ 10% Owner
_____________________________________ Person, if an entity 7. Individual or Joint/
(Street) (voluntary) ___ Officer (give ___ Other (specify Group Filing (Check
title below) below) Applicable Line)
Northbrook Illinois 60062 ___ Form filed by One
_____________________________________ Reporting Person
(City) (State) (Zip) _X_ Form filed by More
_____________________________ than One Reporting
Person
Table 1 - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned (D) or Indirect (I) Ownership (Instr. 5)
(Instr. 4) (Instr. 5)
Common Stock, $0.001 par value
per share 12,761,281(1) D
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to (Over)
respond unless the form displays a currently valid OMB control number. SEC 1473(7-02)
FORM 3 (Continued)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conversion or 5. Ownership 6. Nature of
Security (Instr. 4) and Expiration Date Securities Underlying Exercise Price Form of Indirect
----------------------- (Month/Day/Year) Derivative Security of Derivative Derivative Beneficial
(Instr. 4) Security Security: Ownership
--------------------- --------------------------------- Direct (D) or (Instr. 5)
Expira- Amount Indirect (I)
Date Exer- tion or Number (Instr. 5)
cisable Date Title of Shares
--------- --------- ---------------------- --------- -------------- -------------- ----------
Series D Convertible 1 year from None Common Stock 390,004.16 $0.00 D
Preferred Stock issuance(1)
Warrant (1) 5 years Common Stock 93,748 $0.50 D
from
issuance
Warrant (1) 5 years Common Stock 93,748 $0.75 D
from
issuance
Warrant (1) 5 years Common Stock 93,748 $0.95 D
from
issuance
Explanation of Responses:
(1) Cranshire Capital, L.P. ("Cranshire") entered into a Stock Exchange Agreement, dated as of February 28, 2003 (the "Stock
Exchange Agreement"), with Anza Capital, Inc. (the "Issuer"), pursuant to which, among other things, Cranshire exchanged all of its
shares of Series C Convertible Preferred Stock for (i) 12,562,245 shares of Common Stock of the Issuer ("Common Stock"),
(ii) 3,075.5 shares of newly created Series D Convertible Preferred Stock ("Series D Preferred Stock"), each of which is convertible
commencing twelve months after issuance into 126.81 shares of Common Stock and (iii) warrants to acquire 281,244 shares of Common
Stock, exercisable for a period of five years, with one-third of such shares of Common Stock to have exercise prices of each of
$0.50 per share, $0.75 per share, and $0.95 per share, respectively (collectively, the "Warrants"). The Series D Preferred Stock
and the Warrants are subject to conversion caps that preclude the holder thereof from utilizing its exercise rights to acquire in
excess of 9.99% of the Common Stock, giving effect to such exercise (determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934). Each of Downsview Capital, Inc. and Mitchell P. Kopin disclaim the beneficial ownership of the 12,761,281
shares of Common Stock held by Cranshire except to the extent of each of their respective pecuniary interests therein.
/s/ Mitchell P. Kopin 3/17/03
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** Intentional misstatements or omissions of facts constitute **Signature of Reporting Person Date
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Mitchell P. Kopin, in his capacity as
President of Downsview Capital, Inc.,
the general partner of Cranshire
Capital, L.P.
Note: File three copies of this form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
Joint Filer Information
1. Name: Downsview Capital, Inc.
2. Address: 666 Dundee Road, Suite 1901
Northbrook, Illinois, 60062
3. Designated Filer: Cranshire Capital, L.P.
4. Issuer & Ticker Symbol: Anza Capital, Inc.
NASDAQ OTC BB Symbol: ANZA.OB
5. Date of Event Requiring Statement: February 28, 2003
/s/ Mitchell P. Kopin 3/17/03
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Mitchell P. Kopin, President
Joint Filer Information
1. Name: Mitchell P. Kopin
2. Address: 666 Dundee Road, Suite 1901
Northbrook, Illinois, 60062
3. Designated Filer: Cranshire Capital, L.P.
4. Issuer & Ticker Symbol: Anza Capital, Inc.
NASDAQ OTC BB Symbol: ANZA.OB
5. Date of Event Requiring Statement: February 28, 2003
/s/ Mitchell P. Kopin 3/17/03
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Mitchell P. Kopin
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