UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 19, 2005
ANZA CAPITAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA O-24512 88-1273503
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626
(Address of principal executive offices) (zip code)
(714) 866-2100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 19, 2005, Anza Capital, Inc., a Nevada corporation (referred
to as "We" or "Anza") entered into a Common Stock Purchase Agreement whereby
Vince Rinehart, a shareholder and our sole officer and director ("Rinehart") and
AMRES Holding, LLC, a Nevada limited liability company under control of Rinehart
("AMRES Holding") will sell a total combined amount of 10,279,369 shares of our
common stock and warrants to purchase a total of 3,450,000 shares of our common
stock (the "Securities"), to Viking Investments USA, Inc., a Delaware
corporation ("Viking"), on or about October 28, 2005, for an aggregate purchase
price of $375,000. Viking does not bear a related-party relationship to Anza or
its management. In conjunction with this agreement and the agreement below,
AMRES Holding is currently in the process of entering into agreements with
various parties to complete its acquisition of the Securities. In addition, we
are currently in the process of entering into an agreement with AMRES Holding
and Rinehart to sell substantially all of our assets to AMRES Holding.
On September 23, 2005, we received a signed Securities Purchase Agreement
dated September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by and
between AMRES Holding and the Gaulds, whereby the Gaulds will sell to AMRES
Holding, on or about October 28, 2005, warrants to acquire 2,000,000 shares of
common stock of Anza in exchange for the total purchase price of $10,000. The
Gaulds do not bear a related-party relationship to Anza or its management.
EXHIBITS
10.1 Common Stock Purchase Agreement dated September 19, 2005.
10.2 Securities Purchase Agreement dated September 16, 2005.
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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 hereunto duly authorized.
Dated: September 23, 2005 Anza Capital, Inc.,
a Nevada corporation
/s/ Vincent Rinehart
------------------------------------------
By: Vincent Rinehart
Its: President and Chief Executive Officer
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