As  Filed  with  the  Securities  and  Exchange Commission on January 21, 2002
                                                             File  No. 333-68494
================================================================================


                       SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington,  D.C.  20549

                                ----------------

                       POST  EFFECTIVE  AMENDMENT  NO.  1  TO
                                     FORM  S-8
                             REGISTRATION  STATEMENT
                        UNDER  THE  SECURITIES  ACT  OF  1933

                                ----------------

                                ANZA  CAPITAL,  INC.
             (Exact  Name  of  Registrant  as  Specified  in  its  Charter)

                  Nevada                                        84-1273503
     (State  or  Other  Jurisdiction  of                (IRS  Employer  ID  No.)
      Incorporation  or  Organization)

                         3200  BRISTOL  STREET,  SUITE  700
                          COSTA  MESA,  CALIFORNIA  92626
                    (Address  of  Principal  Executive  Offices)

                                ----------------

                          2000  Stock  Compensation  Plan
                            (Full  Title  of  the  Plan)

                                ----------------

                           VINCENT  RINEHART,  PRESIDENT&CEO
                                 ANZA  CAPITAL,  INC.
                         3200  BRISTOL  STREET,  SUITE  700
                          COSTA  MESA,  CALIFORNIA  92626
                     (Name  and  Address  of  Agent  for  Service)

                                 (714)  866-2100
          (Telephone  Number,  Including  Area  Code,  of  Agent  for  Service)

                         CALCULATION  OF  REGISTRATION  FEE



================================================================================
                                 PROPOSED         PROPOSED
  TITLE OF        AMOUNT         MAXIMUM          MAXIMUM          AMOUNT OF
SECURITIES TO     TO  BE      OFFERING PRICE      AGGREGATE      REGISTRATION
BE REGISTERED   REGISTERED      PER SHARE      OFFERING PRICE        FEE

--------------------------------------------------------------------------------

Common Stock    1,000,000       $0.15(1)        $150,000.00        $37.50(2)

TOTAL           1,000,000       $0.15(1)        $150,000.00        $37.50(2)
================================================================================


(1)  Estimated  solely  for  the  purpose of calculating the registration fee in
accordance  with  Rules  457(h)  and 457(c) under the Securities Act of 1933, as
amended  and  based  upon  an average of the high and low prices reported on the
Nasdaq  Over  The  Counter  Bulletin  Board  on  August  20,  2001.

(2)  The  registration  fee  of  $37.50  has  previously  been  paid.

================================================================================
                                        1
<PAGE>

EXPLANATORY  NOTE

        Anza  Capital,  Inc.  ("Anza")  has  previously  filed  a  registration
statement  in  accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register 1,000,000 shares of stock,
$.001 par value, to be issued to certain selling shareholders that are employees
or  consultants  who have been issued shares of E-Net's common stock pursuant to
the  company's stock compensation plan. The Registrant has also previously filed
additional  registration statements on Form S-8 to register an initial 1,000,000
shares  of  stock  and  an  additional  5,000,000  shares  of  stock  and  those
registration  statements,  as  amended,  which  Commission  File Nos. 333-51108,
333-54920,  333-57906,  333-62370  and  333-95407,  are  incorporated  herein by
reference.

     This  Post-Effective  Amendment  No.  1  is  being filed for the purpose of
specifying  the  names of additional selling shareholders or to amend the number
of  shares  issued  to  previously  listed  selling  shareholders.

      Under  cover  of  this  Post-Effective  Amendment  No.  1 to Form S-8 is a
Reoffer  Prospectus  that Anzahas prepared in accordance with Part I of Form S-3
under  the  1933 Act. The Reoffer Prospectus may be utilized for reofferings and
resales  of  up  to  1,000,000  shares  of  common stock acquired by the selling
shareholders.

                                        2
<PAGE>



                               REOFFER PROSPECTUS

                               ANZA CAPITAL, INC.
                         3200 BRISTOL STREET, SUITE 700
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 866-2100

                        1,000,000 SHARES OF COMMON STOCK

        The  shares  of  common  stock,  $.001  par value, of Anza Capital, Inc.
("Anza"  or  the "Company") offered hereby (the "Shares") will be sold from time
to time by the individuals listed under the Selling Shareholders section of this
document  (the  "Selling  Shareholders").  The Selling Shareholders acquired the
Shares  pursuant to the Company's 2000 Stock Compensation Program for employment
or  consulting  services  that  the  Selling  Shareholders  provided  to  Anza.

        The  sales  may  occur  in  transactions  on the Nasdaq over-the-counter
market  at prevailing market prices or in negotiated transactions. Anza will not
receive  proceeds  from  any  of  the sale of the Shares. Anza is paying for the
expenses  incurred  in  registering  the  Shares.

        The  Shares are "restricted securities" under the Securities Act of 1933
(the  "1933  Act")  before  their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
through  compliance  with Rule 144. To the knowledge of the Company, the Selling
Shareholders  have  no  arrangement  with any brokerage firm for the sale of the
Shares. The Selling Shareholders may be deemed to be an "underwriter" within the
meaning  of  the  1933  Act.  Any  commissions received by a broker or dealer in
connection  with  resales  of  the  Shares  may  be  deemed  to  be underwriting
commissions  or  discounts  under  the  1933  Act.

        E-Net's  common stock is currently traded on the Nasdaq Over-the-Counter
Bulletin Board under the symbol "ANZA.OB" The common stock is also listed on the
Berlin  Stock  Exchange  under  the  symbol  "ANZA.DE."

                            -------------------------

        This  investment  involves  a  high  degree  of  risk.  Please see "Risk
Factors"  beginning on page 12. Certain statements contained in this Prospectus,
including,  without  limitation,  statements  containing  the  words "believes,"
"anticipates,"  "estimates,"  "expects," and words of similar import, constitute
forward-looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.  These statements relate to our future plans,
objectives,  expectations  and  intentions.  In evaluating these statements, you
should  consider  the  various  factors  identified  in  "Risk  Factors" section
contained  herein,  which  identify  important  considerations  that could cause
actual  results to differ materially from those contained in the forward-looking
statements.  Such  forward-looking  statements  speak  only  as  of the date the
statement is made, and the forward-looking information and statements should not
be  regarded  as  a  representation  by the Company or any other person that the
objectives  and  plans  of  the  Company  will  be  achieved.

        NEITHER  THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE. ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.

                                        3
<PAGE>


                                TABLE  OF  CONTENTS


Where  You  Can  Find  More  Information                   4
Incorporated  Documents                                    4
The  Company                                               5
Risk  Factors                                              13
Use  of  Proceeds                                          19
Selling  Shareholders                                      19
Plan  of  Distribution                                     20
Legal  Matters                                             20


        You  should  only  rely  on the information incorporated by reference or
provided  in  this  Reoffer Prospectus or any supplement. We have not authorized
anyone  else  to provide you with different information. The common stock is not
being  offered  in  any  state  where the offer is not permitted. You should not
assume  that  the  information  in  this Reoffer Prospectus or any supplement is
accurate  as  of  any  date  other  than  the  date on the front of this Reoffer
Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

        We  are  required  to  file annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934  Act"). You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Room  at  450  Fifth  Street, N.W.,
Washington,  D.  C.  20549;  Please  call  the SEC at 1-800-SEC-0330 for further
information on the Public Reference Rooms. Our filings are also available to the
public  from  commercial  document  retrieval  services  and  the  SEC  website
(http://www.sec.gov).

INCORPORATED  DOCUMENTS

        The  SEC  allows  us to "incorporate by reference" information into this
Reoffer  Prospectus,  which means that Anzacan disclose important information to
you  by  referring  to  another  document  filed  separately  with  the SEC. The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.  The  following  documents  previously filed with the Securities and
Exchange  Commission  (the  "Commission")  are incorporated herein by reference:

        (a) Our Annual Report on Form 10-KSB for the fiscal year ended April 30,
        2001;

        (b)  Our  Quarterly Reports on Form 10-QSB for the fiscal quarters ended
        July  31,  2001  and  October  31,  2001;  and

        (c)  Our  Reports  on  Form  8-K  dated March 5, 1999, January 27, 2000,
        February  25, 2000, March 8, 2000, March 31, 2000 and April 19, 2000, as
        later  amended;  and

        (d)  All  documents subsequently filed by us pursuant to Sections 13(a),
        13(c),  14 and 15(d) of the Securities Exchange Act of 1934, as amended,
        prior  to  the filing of a post-effective amendment which indicates that
        all  securities  offered  have  been  sold  or  which  deregisters  all
        securities  then  remaining  unsold,  shall be deemed to be incorporated
        herein  by  reference  and  to be part hereof from the date of filing of
        such  documents.

        We  will  provide  without  charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
Investors  Relations  at  our executive offices, located at 3200 Bristol Street,
Suite 700, Costa Mesa, California 92626. Our telephone number is (714) 866-2100.
Our  corporate  Web  site  address  is  http://www.e-netfinancial.com.

                                        4
<PAGE>

                                   THE  COMPANY

GENERAL
     Anza  Capital, Inc. ("Anza" or the "Company") was incorporated in the State
of  Nevada on August 18, 1988 as Solutions, Incorporated.  On July 11, 1994, the
Company  filed  a  Registration  Statement on Form 10-SB with the Securities and
Exchange Commission, which was declared effective on December 22, 1994.  At that
time,  the  Company  became  a  reporting  company  under  Section  12(g) of the
Securities  Exchange  Act  of 1934, as amended.  On August 16, 1996, the Company
changed  its  name to Suarro Communications, Inc., and on February 12, 1999, May
12,  1999  and  on  January  18,  2000,  the  Company  changed its name to E-Net
Corporation,  E-Net  Financial  Corporation  and  e-Net.Com  Corporation,
respectively.  On  February  2,  2000,  the  Company  changed  its name to E-Net
Financial.com  Corporation.  Effective  January  1, 2002 the Company changed its
name  to  Anza  Capital,  Inc.

BUSINESS  OVERVIEW

     The  Company is a holding company which currently operates through four (4)
subsidiaries,  namely  AMRES,  Expidoc,  BravoRealty.com, and Titus Real Estate.
Since  March 1, 1999, the Company has acquired a total of nine companies, six of
which  have  failed, and five of these subsidiaries have never generated any net
revenue.  Anza has never developed a business of its own.  Of the nine companies
purchased  by  Anza  since  March  1, 1999, six were purchased from then-current
officers  and  directors,  or  parties affiliated with then-current officers and
directors,  including EMB.  The total dollar value attributed to the purchase of
these  nine  companies  is  approximately  $4,400,000.

     AMRES  and  Expidoc  represent  our only significant operations and greater
than  95%  of  our consolidated revenue.  Please see further discussion of AMRES
and  Expidoc  below.
We  have  never  been profitable, and our net losses have been significant.  For
the  year ended April 30, 2001, our net loss was $6,745,207, or $0.30 per share.
For  the  ten months ended April 30, 2000, our net loss was $1,796,899, or $0.22
per  share.  See our discussion in Item 6 - Management's Discussion and Analysis
or  Plan  of  Operations,  for further details concerning our financial results.
RECENT  CHANGES  IN  BUSINESS  STRATEGY  AND  CHANGE  IN  CONTROL

     Effective March 1, 1999, the Company acquired E-Net Mortgage Corporation, a
Nevada  corporation  ("E-Net Mortgage"), and City Pacific International, U.S.A.,
Inc.,  a  Nevada  corporation  ("City Pacific").  Pursuant to the Share Exchange
Agreement  and  Plan  of  Reorganization  dated  March  1, 1999, regarding E-Net
Mortgage,  its  shareholders  received  2,000,000  shares of Common Stock of the
Company  in  exchange  for  all  of  the  issued  and outstanding stock of E-Net
Mortgage,  which  became  a wholly owned subsidiary of the Company.  Pursuant to
the  Share  Exchange  Agreement and Plan of Reorganization, dated March 1, 1999,
regarding City Pacific, its shareholders received 500,000 shares of Common Stock
of  the  Company in exchange for all of the issued and outstanding stock of City
Pacific, which became a wholly owned subsidiary of the Company.  Effective as of
that  date, Michael Roth, who had owned 100% of E-Net Mortgage, became Chairman,
CEO,  President,  a  director,  and  the owner of 44% of the common stock of the
Company.  Also  effective as of that date, Al Marchi, who had owned 100% of City
Pacific,  became a director and the owner of 11% of the outstanding common stock
of  the  Company.  Following this transaction, the Company entered into a series
of  acquisitions as part of its strategy of horizontal market penetration and in
an  effort  to  increase  revenues.

      On  November  29,  1999, the Company issued Paul Stevens 250,000 shares of
its Common Stock in exchange for Mr. Stevens' transfer to the Company of 500,000
shares  of  Common  Stock of EMB Corporation ("EMB") that he owned (the "Stevens
EMB  Shares").  On  December 21, 1999, and in connection with that exchange, the
Company  entered  into agreements with Digital Integrated Systems, Inc. ("DIS"),
and  EMB  to  acquire  their  respective 50% interests in VPN.COM JV Partners, a
Nevada  joint  venture  ("VPN  Partners")  involved  in  vertically  integrated
communications  systems.

     In  consideration  of  the  purchase of the interests, the Company issued a
one-year  promissory  note to DIS in the amount of $145,000 (the "DIS Note") and
tendered  to  EMB  the Stevens EMB Shares. At the time of such transactions, Mr.
Stevens  was the sole owner of DIS and the President and Chief Executive Officer
of  VPN  Partners. Upon closing of the acquisitions, VPN Partners was integrated
with  VPNCOM.Net,  Inc.  (previously  known  as  City  Pacific),  the  other
communications entity then owned by the Company. At the time of the transaction,
our  management  believed  that  VPN  Partners  and Mr. Stevens would contribute
materially  to  the  planned  expansion  of  the  Company.

                                        5
<PAGE>

     On January 12, 2000, as revised on April 12, 2000, the Company entered into
an agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire
two of its wholly owned subsidiaries, namely American Residential Funding, Inc.,
a  Nevada  corporation  ("AMRES"),  and  Bravo  Real  Estate, Inc., a California
corporation ("Bravo Real Estate"). At the time of the acquisition, AMRES was the
principle  operating  company of EMB, and EMB had previously acquired AMRES from
AMRES  Holding  LLC  ("AMRES Holding"), a company controlled by Vincent Rinehart
(now an officer and director of the Company) and in which Mr. Rinehart currently
holds  his  Anza  common stock, in exchange for EMB common stock. The purpose of
the  acquisition  was  to  acquire  market  share,  revenues,  and  certain  key
management  personnel.  The Company also acquired all of EMB's rights to acquire
Titus  Real  Estate  LLC,  a  California  limited liability company ("Titus Real
Estate") from its record owners. Titus Real Estate is the management company for
Titus Capital Corp., Inc., a California real estate investment trust (the "Titus
REIT"),  in  which  the  Company has no ownership interest. Titus REIT currently
holds  10  apartment  buildings  in  Long Beach, California, six of which are in
escrow  to  be  sold.

     On February 11, 2000, the Company executed a purchase agreement (the "Titus
Purchase Agreement") for the acquisition of Titus Real Estate and issued 100,000
shares  of  its Class B Convertible Preferred Stock (the "B Preferred") to AMRES
Holding/Rinehart,  and 300,000 shares of its Common Stock to Scott A. Presta, in
their capacities as the owner-members of Titus Real Estate. Mr. Rinehart and Mr.
Presta  were not, at the time, otherwise affiliated with the Company in any way,
but  both became members of Management in April 2000 (see Item 9). Upon closing,
Titus  Real  Estate  became a wholly owned subsidiary of the Company. Management
had hoped that the acquisition of Titus Real Estate would increase the Company's
overall  revenue stream. The Company took a charge for impairment of goodwill in
the  amount  of  $1,155,057  in  the  fourth  quarter  2000  with respect to its
investment  in  Titus  Real  Estate.

     On  February  14,  2000,  in  our continuing efforts to expand, the Company
acquired  all  of  the  common  stock  of  LoanNet  Mortgage,  Inc.,  a Kentucky
corporation ("LoanNet"), a mortgage broker with offices in Kentucky and Indiana.
Pursuant  to  the  Stock Purchase Agreement dated February 14, 2000, the Company
issued  250,000  shares  of  its  Common  Stock  to  the selling shareholders of
LoanNet,  which  became  a  wholly-owned  subsidiary  of  the Company. As of the
closing  of  the  transaction,  LoanNet  also  had  400 shares outstanding of 8%
non-cumulative,  non-convertible preferred stock, the ownership of which has not
changed.  The  preferred  stock  is  redeemable for $100,000. As of February 28,
2001,  all three LoanNet offices have been closed. The Company took a charge for
impairment  of  goodwill  in the amount of $1,985,012 in the fourth quarter 2000
with  respect  to  its  investment  in  LoanNet.

     On March 1, 2000, the Company sold VPNCOM.Net, Inc., which had proven to be
unprofitable and inconsistent with the Company's changing business structure, to
Al  Marchi,  its then-President. The sales consideration consisted of his 30-day
promissory  note  in the principal amount of $250,000 (paid in full on April 15,
2000),  the  assumption  of  the  DIS  Note, and the return of 250,000 shares of
Company  Common  Stock  owned  by  him.

     On  March  17,  2000,  the  Company  acquired  all  of  the common stock of
ExpiDoc.com,  Inc.,  a  California  corporation  ("ExpiDoc").  ExpiDoc  is  an
Internet-based,  nationwide notary service, with over 6,500 affiliated notaries,
that  provides  document  signing  services  for  various  mortgage  companies.
Pursuant  to  the  Stock Purchase Agreement dated February 14, 2000, the Company
issued  24,000 shares of Common Stock of the Company to the selling shareholders
of  ExpiDoc,  which  became a wholly owned subsidiary of the Company.  As of the
closing  of  the acquisition, the Company entered into management and consulting
agreements  with ExpiDoc's owners and management, including Mr. Rinehart and Mr.
Presta.  Mr. Rinehart and Mr. Presta were not, at the time, otherwise affiliated
with the Company in any way, but both became members of Management in April 2000
(see  Item  9)

     On  April  12,  2000, the Company closed the acquisition of AMRES and Bravo
Real  Estate.  Pursuant  to  the  Amended  and  Restated Purchase Agreement, the
Company  issued  7.5  million shares of Common Stock to EMB, representing nearly
40%  of  the  then  issued  and  outstanding  common  stock of the Company, paid
$1,595,000,  and  issued  a promissory note in the initial amount of $2,405,000,
and AMRES and Bravo Real Estate became wholly owned subsidiaries of the Company.
As of April 30, 2001, the remaining principal balance of the promissory note was
$1,055,000,  and the note was cancelled in its entirety effective June 27, 2001,
(see  discussion  of  Global  Settlement  below).  On  April  12, 2000, James E.
Shipley,  the  former CEO of EMB, was elected Chairman of the Board of Directors
of the Company and Vincent Rinehart was elected a Director, President, and Chief
Executive  Officer of the Company. Bravo Real Estate never commenced operations,
had  no  assets,  and  is  no  longer  an  operating  subsidiary.

                                        6
<PAGE>

     Mr.  Shipley was the CEO, President, and a less than 5% owner of EMB at the
time  of the sale of AMRES and Bravo from EMB to e-Net.  Mr. Shipley resigned as
Chairman  of  EMB and became Chairman of the Company in April 2000, and resigned
as  an  officer  of  the  Company  in  December  2000.

     Mr.  Rinehart was never an officer or director of EMB, but was the owner of
2,000,000 shares of EMB common stock, making him an approximate 10% owner of EMB
at the time of the sales in April 2000, and continues as an officer and director
of the Company (e-Net) and as an officer of all wholly-owned subsidiaries of the
Company.

     On  April  12,  2000,  in  accordance  the provisions of the Certificate of
Designations,  Preferences  and  Rights  of Class B Convertible Preferred Stock,
AMRES  Holding/Rinehart  demanded  that  its  B  Preferred be repurchased by the
Company for an aggregate of one million dollars. On April 20, 2000, the Company,
AMRES  Holding/Rinehart,  and Mr. Presta amended the Titus Purchase Agreement to
provide for the return of 100,000 shares of the Company's preferred stock issued
to AMRES Holdings and Mr. Presta upon the issuance of 1,000,000 shares of common
stock  to  them.

     On  May 24, 2000, Michael Roth and Jean Oliver, the sole remaining officers
and  directors  of prior management, resigned their remaining positions with the
Company.  On  that  date, Mr. Presta, an executive officer and director of Titus
Real  Estate,  was  elected  a  Director  and  Secretary  of  the  Company.

EVENTS  SUBSEQUENT  TO  FISCAL  YEAR  END

BRIDGE  FINANCING

     On  June  27,  2001,  the  Company entered into an Investment Agreement and
related  documents  with  Laguna  Pacific Partners, LLP.  Under the terms of the
agreements,  in  exchange  for  $225,000  received  by  the  Company from Laguna
Pacific,  the  Company

    (i)  executed a promissory note in favor of Laguna Pacific in the principal
sum of $200,000, bearing interest at the rate of 7% per annum, secured by all of
the  assets  of  the Company, and payable on the earlier of nine months from its
issuance  date  or  the  date the Company's common stock is listed on the NASDAQ
Small  Cap  market,  and

    (ii)  executed a Warrant Agreement which entitled Laguna Pacific to acquire
up  to $250,000 worth of the Company's common stock for the total purchase price
of  $1.00,  calculated at 70% of the closing stock price on the date immediately
preceding  the  exercise  date.

    Also  on  June  27,  2001,  in  transactions related to the agreements with
Laguna  Pacific,  the Company formed a wholly-owned subsidiary, Anza Properties,
Inc., a Nevada corporation ("Anza Properties") capitalized with $75,000 from the
proceeds  of  the  bridge  loan,  which

   (i) executed a Bond Term Sheet with Anza outlining the proposed terms of an
offering  to  raise  up  to  $5,000,000.

    (ii)  entered  into  an  Employment Agreement with Thomas Ehrlich beginning
thirty  days from the date of the agreement and ending upon the earlier to occur
of  the  liquidation of the real estate portfolio to be owned by Anza Properties
or  the completion of a NASDAQ Small Cap listing by the Company.  The Employment
Agreement  provides  for  a  salary  of  $20,000 per month, payable only by Anza
Properties  and specifically not guaranteed of e-Net.  Mr. Ehrlich will serve as
Anza's  Vice  President  and  will be a director thereof. In connection with the
Employment  Agreement,  Anza  executed  a  Stock option Agreement which entitled
Ehrlich  to  acquire  up to 2,000,000 shares of Anza common stock at the closing
price  on  the  date of the Option Agreement, vesting equally over the 12 months
following  the  date  of  the  Employment Agreement, and exercisable only in the
event  Anza  is  successful in raising a minimum of $2,000,000 in a contemplated
$5,000,000 bond offering, and the holders thereof converting at least $2,000,000
of  the  bonds  into  equity  of  Anza (any amounts less than $2,000,000 will be
applied, pro-rata, to the total options exercisable under the Option Agreement).

     (iii)  entered  into  a  Consulting  Agreement  with Lawrence W. Horwitz to
provide  services  to  Anza  Properties.  The  Consulting Agreement provides for
compensation  of  $20,000  to  be  paid on its date of execution, and $5,000 per
month  for  eight months beginning September 1, 2001, guaranteed by the Company.
In  addition,  Anza  executed a Stock Option Agreement which entitled Horwitz to
acquire  up to 1,000,000 shares of Anza common stock on terms identical to those
of  Ehrlich,  described  above.

                                        7
<PAGE>

     (iv)  entered  into  an  Operating  Agreement  with  Anza  concerning  the
operations  of  Anza  Properties,  Inc.

GLOBAL  SETTLEMENT

     On  June  26,  2001,  Anza  entered  into  a  settlement agreement with EMB
Corporation,  AMRES  Holding  LLC,  Vincent  Rinehart, and Williams de Broe (the
"Global  Settlement").  As  part  of  the  Global  Settlement:

     (i)  Anza  issued  to  EMB  1,500,000  shares of restricted common stock as
consideration  for  EMB's waiver of its registration rights for 7,500,000 shares
of  Anza common stock already held by EMB.  Anza issued to EMB a promissory note
in  the  principal  amount  of  $103,404.

     (ii) Anza issued to Williams de Broe ("WdB") 3,000,000 shares of restricted
common  stock  as  consideration  for  WdB's  release  of  all  claims  against
Anzaarising  under  the purported guarantee of EMB's obligation to WdB by e-Net.
Anza  received  relief  of  debt  to  EMB  in  the  amount  of  $624,766.

     (iii) Anza issued to AMRES Holdings, an entity owned by Vincent Rinehart, a
convertible  note  in  the  principal  amount  of  $485,446.

EXECUTIVE  COMPENSATION

     On  July  1,  2001,  Anza entered into an Employment Agreement with Vincent
Rinehart.  Under  the  terms  of  the  agreement,  the  Company is to pay to Mr.
Rinehart  a  salary equal to $275,000 per year, subject to an annual increase of
10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month
and  other  benefits,  including life insurance.  The agreement is for a term of
five  years  and  provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for  any  reason,  including cause.  Mr. Rinehart was granted options to acquire
2,500,000  shares  of  Anza common stock at the closing price on the date of the
agreement which shall vest monthly over a one year period.  The number of shares
to  be  acquired  upon exercise of the options shall not be adjusted for a stock
split,  is  limited  to  both  a  maximum  value  of  $1,900,000, and 20% of the
outstanding common stock of the Company, and will terminate automatically if the
Company  does not receive a minimum of $500,000 in new capital prior to December
31,  2003.

Results  of  Annual  Shareholder  Meeting  -  Name  Change  and  Other  Events

     At  its  Annual  Shareholder's  Meeting  held  on  December  6,  2001,  our
shareholders  ratified  the  bridge  financing,  global settlement and executive
compensation arrangements outlined above.  The shareholders also approved a name
change  to  Anza  Capital,  Inc.  effective  January  1,  2002.
DISCUSSION  OF  OPERATIONS

     BravoRealty.com, which is not affiliated with the now non-operational Bravo
Real  Estate,  is an internet-based real estate brokerage which was incorporated
in  May  2000  and  began  operations  in  January  2001.  AMRES  owns  69%  of
BravoRealty.com,  with  the  balance  owned  by  Vincent  Rinehart  (15%), David
Villarreal  (15%),  and  Kevin  Gadawski (1%).  Bravorealty.com's business model
targets real estate agents as its customers and offers 100% commission retention
for  the  agent,  while  charging  a  minimal  fixed fee per closed transaction.
Bravorealty.com's  web  site  is  operational,  but  it  is currently in need of
funding  to  complete  its launch and implement the required infrastructure.  If
Anza  is  able  to  secure  the  required funding, Anza will remain the majority
shareholder.  If  the  required  funding is secured from outside investors, Anza
may  retain  only  a  minority  ownership  position.

     Titus  Real  Estate  is  the  management company of Titus REIT.  Titus Real
Estate,  while  currently  operational,  is  not expected to provide significant
revenues  for  e-Net.  As stated above, Titus REIT is currently the owner of ten
apartment  buildings in Long Beach, California, six of which are in escrow to be
sold.  Titus  REIT  is  in  need  of  additional  capital in order to expand its
operations,  and  if  it  successful, the amount of revenue to Anzathrough Titus
Real  Estate  may  increase.

                                        8
<PAGE>

     LoanNet  is not operating at this time. Due to insufficient capitalization,
the  Company  decided to close all three offices previously in operations. While
in  operation,  LoanNet  recorded  cumulative net losses and did not provide any
cash  flow for the Company. The Company wrote off its full investment in LoanNet
in  the  third  quarter  of  2000.

AMERICAN  RESIDENTIAL  FUNDING,  INC.  ("AMRES")

GENERAL

     The  Company,  through  its  wholly  owned subsidiary, E-Net Mortgage, had,
since  1999,  engaged  in  business as a retail mortgage broker.  However, E-Net
Mortgage  was  not  capitalized  to  the  level  that permitted it to expand its
operations  outside  of its offices in San Jose, and Costa Mesa, California, and
Las  Vegas,  Nevada.  With  the  pending  acquisition  of  American  Residential
Funding,  Inc.  ("AMRES"),  E-Net  Mortgage  stopped  conducting business in the
fourth  quarter of the fiscal year ended April 30, 2000.  With the completion of
the  acquisition  of  AMRES,  AMRES  has become the principal operating mortgage
subsidiary of the Company.  It is the intent of the Company for AMRES to operate
primarily  as  a mortgage banker and mortgage broker through an expansion of its
existing  company-owned  and  branch  operations

     The  name "AMRES" is approved for use by American Residential Funding, Inc.
by  the  California  Department  of  Real  Estate, the primary governing body of
AMRES.  An  appropriate  DBA  filing  of AMRES has been done, and the company is
regularly  referred  to  as  "AMRES".

LOAN  MAKING

     AMRES  is  primarily  a  loan broker, arranging approximately $50,000,000 a
month  in  home  loans.  AMRES,  through  their agents in some 140 branches (1-8
agents  in  each  branch) is licensed in 39 states to originate loans.  Although
AMRES  has a $2,000,000 line of credit with which to fund loans, less than 5% of
total loan volume is funded this way.  AMRES, through their loan agents, locates
prospective  borrowers  from real estate brokers, home developers, and marketing
to  the  general  public.  After  taking a loan application, AMRES processes the
loan  package,  including  obtaining  credit  and appraisal reports.  AMRES then
presents the loan to one of approximately 200 approved lenders, who then approve
the  loan,  draw  loan documents and fund the loan.  AMRES receives a commission
for  each  brokered  loan,  less  what  is  paid  to  each  agent.

LOAN  STANDARDS

     Mortgage  loans  arranged  by  AMRES  are  generally  loans  with  fixed or
adjustable  rates  of  interest,  secured  by first mortgages, deeds of trust or
security  deeds  on residential properties with original principal balances that
do  not  exceed  95% of the value of the mortgaged properties, unless such loans
are  FHA-insured  or  VA-guaranteed.  Generally,  each  mortgage  loan  having a
loan-to-value  ratio  in  excess  of  80%,  or  which  is secured by a second or
vacation  home,  will  be  covered by a Mortgage Insurance Policy, FHA Insurance
Policy  or VA Guaranty insuring against default of all or a specified portion of
the principal amount thereof.  95% of all loans originated by AMRES are brokered
to  lenders  and  not  underwritten  or  funded  by  AMRES.

     The  mortgage  loans  are  "one-to-four-family"  mortgage  loans, which are
permanent  loans  (as opposed to construction or land development loans) secured
by  mortgages  on  non-farm  properties,  including  attached  or  detached
single-family  or  second/vacation  homes, one-to-four-family primary residences
and  condominiums  or  other  attached  dwelling  units,  including  individual
condominiums, row houses, townhouses and other separate dwelling units even when
located  in  buildings  containing  five or more such units.  Each mortgage loan
must  be secured by an owner-occupied primary residence or second/vacation home,
or  by  a  non-owner  occupied  residence.  The  mortgaged property may not be a
mobile  home.

     In  general,  no  mortgage  loan  is expected to have an original principal
balance less than $30,000. While most loans will be less than $700,000, loans of
up  to  $2,000,000 may be brokered to unaffiliated third-party mortgage lenders.

     Fixed  rate  mortgage loans must be repayable in equal monthly installments
which  reduce the principal balance of the loans to zero at the end of the term.

Credit,  Appraisal  and  Underwriting  Standards

     Each mortgage loan must (i) be an FHA-insured or VA-guaranteed loan meeting
the  credit  and  underwriting  requirements  of  such  agency, or (ii) meet the
credit,  appraisal  and  underwriting  standards established by the lender.  For
certain mortgage loans which may be subject to a mortgage pool insurance policy,
the  lender may delegate to the issuer of the mortgage pool insurance policy the
responsibility  of  underwriting  such  mortgage  loans,  in accordance with the
lender's  credit  appraisal  and  underwriting  standards.

                                        9
<PAGE>

     A  lender's underwriting standards are intended to evaluate the prospective
mortgagor's credit standing and repayment ability, and the value and adequacy of
the proposed mortgaged property as collateral.  In the loan application process,
prospective  mortgagors  will  be required to provide information regarding such
factors as their assets, liabilities, income, credit history, employment history
and  other  related  items.  Each  prospective  mortgagor  will  also provide an
authorization  to  apply  for  a  credit report which summarizes the mortgagor's
credit  history.  With  respect  to  establishing  the  prospective  mortgagor's
ability  to make timely payments, the lender will require evidence regarding the
mortgagor's  employment  and  income,  and  of  the  amount  of deposits made to
financial institutions where the mortgagor maintains demand or savings accounts.
In  some instances, mortgage loans may be arranged by the lender under a Limited
Documentation  Origination  Program.  For  a  mortgage  loan  to qualify for the
Limited Documentation Origination Program, the prospective mortgagor must have a
good  credit  history  and  be  financially capable of making a larger cash down
payment  in a purchase, or be willing to finance less of the appraised value, in
a refinancing, than would otherwise be required by the Company.  Currently, only
mortgage  loans  with  certain loan-to-value ratios will qualify for the Limited
Documentation  Origination  Program.  If the mortgage loan qualifies, the lender
waives  some  of  its  documentation requirements and eliminates verification of
income  and employment for the prospective mortgagor.  The Limited Documentation
Origination Program has been implemented relatively recently and accordingly its
impact,  if  any,  on  the  rates of delinquencies and losses experienced on the
mortgage  loans  so  originated  cannot  be  determined  at  this  time.
The  lender's  underwriting  standards generally follow guidelines acceptable to
FNMA  ("Fannie  Mae")  and  FHLMC  ("Freddie  Mac").  The  lender's underwriting
policies may be varied in appropriate cases.  In determining the adequacy of the
property  as  collateral,  an  independent  appraisal  is  made of each property
considered for financing.  The appraiser is required to inspect the property and
verify  that  it  is  in  good condition and that construction, if new, has been
completed.  The appraisal is based on the appraiser's judgment of values, giving
appropriate  weight to both the market value of comparable homes and the cost of
replacing  the  property.  Over  95% of all loans processed are underwritten and
funded  by  approved  lenders  of  AMRES.  Very few loans, approximately 5%, are
funded  by  AMRES  on  their  line  of  credit  for  future  resell.

Title  Insurance  Policies

     The lender will usually require that, at the time of the origination of the
mortgage  loans  and  continuously  thereafter,  a  title insurance policy be in
effect  on each of the mortgaged properties and that such title insurance policy
contain  no  coverage  exceptions,  except  those  permitted  pursuant  to  the
guidelines  established  by  FNMA.

Applicability  of  Usury  Laws

     Title  V  of  the Depository Institutions Deregulation and Monetary Control
Act  of  1980 ("Title V"), provides that state usury limitations do not apply to
certain  types of residential first mortgage loans originated by certain lenders
after  March  31, 1980.  The Federal Home Loan Bank Board is authorized to issue
rules and regulations and to publish interpretations governing implementation of
Title  V,  the  statute authorizes any state to reimpose interest rate limits by
adopting  a  law or constitutional provision which expressly rejects application
of  the  federal  law.  In  addition, even where Title V is not so rejected, any
state  is authorized by the law to adopt a provision limiting discount points or
other  charges  on  mortgage  loans  covered by Title V.  As of the date hereof,
certain  states  have  taken  action  to reimpose interest rate limits and/or to
limit  discount  points  or  other  charges.

     The  above  described  laws  do not have a material effect on the Company's
operations  because  it  acts  primarily  as  a  broker  to  direct  lenders.

MORTGAGE  SOFTWARE  AND  TECHNOLOGY

     AMRES  currently uses loan origination software developed by an independent
third  party,  which  is  accessible  by its Company-owned offices and at branch
offices  through  an  Intranet  system.  This  software  can  quickly review the
underwriting  guidelines  for  a  vast  number of loan products, including those
offered  by  Fannie  Mae and Freddie Mac and select the appropriate loan product
for the borrower.  The software then allows the routing of pertinent information
to  the  automated  underwriting systems employed by Fannie Mae and Freddie Mac,
the  primary secondary-market purchasers of mortgages, and the automated systems
of independent lenders such as IndyMac.  Thus, in less than one hour, a borrower
can receive loan approval, subject only to verification of financial information
and  appraisal  of  the  subject  property.  The  software  also  permits  the
contemporaneous  ordering  and  review  of  preliminary title reports and escrow
instructions.  The  AMRES  Intranet  system  allows  branch  offices  to  have
around-the-clock  access  to  the  system.

                                       10
<PAGE>

Customer  Service  and  Support

     AMRES  provides  branch  owners  with  on-line technical support, training,
consulting  and  implementation  services.  These  services  consist  of  the
following:

Customer  Education  and  Training

     AMRES  offers  training  courses  designed  to meet the needs of end users,
integration  experts  and  system  administrators.  AMRES  also  trains customer
personnel  who  in  turn  may  train  end-users in larger deployments.  Training
classes  are  provided  at  the  customers'  offices  or on-line with an on-line
tutorial.  No  fees  are  charged  the  branch  for  these  services.

System  Maintenance  and  Support

     The  Company  offers  telephone,  electronic  mail  and  facsimile customer
support  through  its  central  technical  support  staff  at  the  Company's
headquarters.  The  Company  also  provides customers with product documentation
and  release  notes  that  describe features in new products, known problems and
workarounds,  and  application  notes.

EXPIDOC  NATIONWIDE  NOTARY  SERVICES

     ExpiDoc  is an Internet-based nationwide notary service that specializes in
providing  mortgage brokers with a solution to assist with the final step of the
loan process: notarizing signatures of the loan documents.  This is accomplished
through  ExpiDoc's  automation  of  the  process, its knowledgeable, experienced
staff,  and proprietary technology.  ExpiDoc provides its clients with real-time
access  to the status of their documents, 24 hours a day.  ExpiDoc's proprietary
software  executes both the front office notary coordination and the back office
administration.  ExpiDoc  currently  employs  3  people,  located in Costa Mesa.

SALES  AND  MARKETING

     As  of  June 30, 2001, the Company marketed and sold its mortgage brokerage
services  primarily  through  a  direct  sales force of approximately 24 persons
based  in Costa Mesa, California, as well as approximately 120 persons at branch
locations.  The  Company  maintains  four  Company-owned  offices  in  Southern
California  and  approximately  140  branch  offices  in  39  states.

     The  sales  efforts  of  the Company to market its branch opportunities are
located  primarily  in the Company's Costa Mesa, California headquarters office.
Once  a  branch  is opened, a branch manager supervises a licensed branch office
and  its  employees,  and  receives  a percentage of the profits of that branch.
AMRES  provides  accounting,  licensing, legal, compliance and lender access for
each  branch,  retaining  a  percentage  of  commission  generated  by  loan
correspondents  at  each branch.  The branch managers must follow all guidelines
set forth by AMRES as well as all regulations of various government agencies and
are  independently  responsible  for  the expenses incurred at the branch level,
including  personnel  expenses.

COMPETITION

     The  Company  faces intense competition in the origination, acquisition and
liquidation of its mortgage loans.  Such competition can be expected from banks,
savings  and  loan  associations  and  other  entities,  including  real  estate
investment  trusts.  Many  of  the  Company's competitors have greater financial
resources  than  the  Company.

PROPRIETARY  RIGHTS  AND  LICENSING

     The  Company's  success  is  dependent,  to  a  degree,  upon  proprietary
technology.  The  Company  may  rely on a combination of copyright and trademark
laws,  trade secrets, confidentiality procedures and contractual provisions with
its  employees,  consultants  and  business  partners to protect its proprietary
rights.  The  Company  may  seek  to  protect  its  electronic  mortgage product
delivery  systems,  documentation and other written materials under trade secret
and copyright laws, which afford only limited protection.  Despite the Company's
efforts  to  protect its proprietary rights, unauthorized parties may attempt to
copy  aspects of the Company's systems or to obtain and use information that the
Company  regards as proprietary.  While the Company is not aware that any of its
systems  infringe  upon the proprietary rights of third parties, there can be no
assurance  that  third  parties  will not claim infringement by the Company with
respect  to  current  or  future products.  Certain components of the electronic
mortgage  products  delivery  system  currently  employed by the Company are not
proprietary to the Company and other competitors may acquire such components and
develop  similar  or  enhanced  systems  for the electronic delivery of mortgage
products  to  mortgage  brokers  and  borrowers.

                                       11
<PAGE>

     In  addition,  the Company relies on certain software that it licenses from
third  parties,  including  software  which  is  used  in  conjunction  with the
Company's  mortgage  products  delivery systems.  There can be no assurance that
such  firms  will  remain  in business, that they will continue to support their
products  or  that their products will otherwise continue to be available to the
Company on commercially reasonable terms.  The loss or inability to maintain any
of these software or data licenses could result in delays or cancellations in of
contracts with Net Branch operations until equivalent software can be identified
and  licensed  or developed and integrated with the Company's product offerings.
Any  such  delay or cancellation could materially adversely affect the Company's
business,  financial  condition  or  results  of  operations.

ENVIRONMENTAL  MATTERS

     The  Company has not been required to perform any investigation or clean up
activities,  nor  has it been subject to any environmental claims.  There can be
no  assurance,  however,  that  this  will  remain  the  case  in  the  future.

     In  the course of its business, the Company may acquire properties securing
loans  that  are  in default.  Although the Company primarily lends to owners of
residential  properties,  there  is a risk that the Company could be required to
investigate  and  clean up hazardous or toxic substances or chemical releases at
such  properties  after  acquisition by the Company, and may be held liable to a
governmental entity or to third parties for property damage, personal injury and
investigation  and cleanup costs incurred by such parties in connection with the
contamination.  In  addition,  the owner or former owners of a contaminated site
may  be subject to common law claims by third parties based on damages and costs
resulting  from  environmental  contamination  emanating  from  such  property.

TRADE  NAMES  AND  SERVICE  MARKS

     The  Company  will  devote  substantial  time,  effort  and  expense toward
developing name recognition and goodwill for its trade names for its operations.
The  Company intends to maintain the integrity of its trade names, service marks
and  other  proprietary  names  against  unauthorized  use  and  to  protect the
licensees'  use  against  claims  of  infringement  and unfair competition where
circumstances  warrant.  Failure to defend and protect such trade name and other
proprietary  names  and  marks  could  adversely  affect  the Company's sales of
licenses  under  such  trade  name  and  other proprietary names and marks.  The
Company  knows  of  no  current  materially  infringing  uses.

EMPLOYEES

     As  of  June  30, 2001, the Company employed a total of 175 persons. Of the
total,  30  officers  and  employees  were  employed  at the principal executive
offices  of  the  Company  in Costa Mesa, California, of whom 24 were engaged in
sales and marketing, one was in investor relations and compliance, and five were
in  finance  and administration. There were 140 employees of the AMRES branches,
of  whom  120  were  engaged  in  sales  and  marketing  and  20  in finance and
administration.  None of the Company's employees is represented by a labor union
with  respect  to  his  or  her  employment  by  the  Company.

Facilities

     Our  principal  place  of  business  is in Costa Mesa, California, where we
lease  an  approximately  6,800  square  foot  facility  for  $190,000 per annum
(subject  to  usual  and  customary  adjustments),  under  a written lease which
terminates  in  March  2003.  This  location  houses  our  corporate  finance,
administration,  and  sales and marketing functions.  ExpiDoc and the Costa Mesa
office  of  AMRES  sub-lease space at this facility from Anzaon a month-to-month
basis  for  $1,000  and  $4,000,  respectively.

                                       12
<PAGE>

     AMRES leases additional facilities: Long Beach, California (month-to-month,
$3,450 per month); Palmdale, California (month-to-month, $ 1,911 per month), and
Riverside,  California  (term  expiring  in  2003,  $2,117  per  month).

     All  branch  offices are leased in the name of its respective manager, with
lease payments made from revenues generated by that branch. The Company does not
undertake  any  liability  for  those  locations.

     We  believe that our current facilities will be adequate to meet our needs,
and  that  we will be able to obtain additional or alternative space when and as
needed  on  acceptable terms. We may also hold real estate for sale from time to
time  as  a  result  of  our  foreclosure  on  mortgage loans that may become in
default.


                                  RISK  FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

WE  HAVE  INCURRED  SUBSTANTIAL  OPERATING LOSSES AND OUR AUDITORS HAVE ISSUED A
"GOING  CONCERN"  AUDIT  OPINION

        Our  consolidated  financial  statements  filed  with  the United States
Securities  and  Exchange  Commission  have  been prepared assuming that we will
continue  as  a  going concern, which contemplates the realization of assets and
liquidation  of  liabilities in the normal course of business. Our auditors have
expressed reservations in their audit letter for the fiscal year ended April 30,
2001  about  our  ability  to  continue  as a going concern. As discussed in our
financial  statements, we have incurred significant operating losses in our most
recent  fiscal year and have a working capital deficit and negative tangible net
worth.

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  BUSINESSES  HAVE  EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME

        We began our current operations in March 1999. As a result, we have only
a  limited  operating  history  upon  which  you  may  evaluate our business and
prospects.  In  addition,  you must consider our prospects in light of the risks
and  uncertainties  encountered by companies in an early stage of development in
new  and  rapidly  evolving markets. We had no revenues from operations prior to
the  acquisition  of  our  E-Net Mortgage and VPN subsidiaries in March 1999. In
addition,  we  had  no  significant assets or financial resources prior to these
acquisitions. The success of the our proposed plan of operation will depend to a
great  extent  on  the  operations,  financial condition and management of these
recently  acquired  subsidiaries.

     Our  ability  to  integrate  these  subsidiaries'  activities  into  our
consolidated  operations  is  uncertain.  The  success  of our operations may be
dependent  upon  numerous factors beyond our control. No person should invest in
this  offering  unless  they  can  afford  to  lose  their  entire  investment.

OUR  FUTURE  REVENUES  ARE UNPREDICTABLE AND OUR OPERATING RESULTS ARE LIKELY TO
FLUCTUATE  FROM  QUARTER  TO  QUARTER

        Our  quarterly  and annual operating results have fluctuated in the past
and  are  likely  to  fluctuate  significantly in the future due to a variety of
factors,  some of which are outside of our control. Accordingly, we believe that
period-to-period comparisons of our results of operations are not meaningful and
should  not  be  relied  upon  as indications of future performance. Some of the
factors  that could cause our quarterly or annual operating results to fluctuate
include  market  acceptance  of  our  mortgage  services  and  systems, business
development,  ability  to  originate and process mortgage loans, and competitive
pressures.

                                       13
<PAGE>

THE  MORTGAGE  LENDING  BUSINESS IS AFFECTED BY INTEREST RATES AND OTHER FACTORS
BEYOND  OUR  CONTROL

        The  results of our operations will be affected by various factors, many
of  which  are  beyond  our  control. The results of our operations will depend,
among  other  things,  on  the level of net cash flows generated by our mortgage
assets  and the supply of and demand for mortgage loans. Our net cash flows will
vary  as  a  result of changes in interest rates, the behavior of which involves
various  risks  and  uncertainties  as  set  forth  below.  Prepayment rates and
interest  rates  depend  upon  the  nature and terms of the mortgage assets, the
geographic location of the properties securing the mortgage loans, conditions in
financial  markets,  the  fiscal  and  monetary  policies  of  the United States
government  and  the  Board  of  Governors  of  the  Federal  Reserve  System,
international  economic and financial conditions, competition and other factors,
none  of  which can be predicted with any certainty. Because interest rates will
significantly affect our activities, our operating results will depend, in large
part,  upon  our  ability  to utilize appropriate strategies to maximize returns
while  attempting  to  minimize  risks.

MORTGAGE  LOANS  ARE  SUBJECT  TO  THE  RISK OF DEFAULT BY BORROWERS AND CERTAIN
INHERENT  RISKS  RELATED  TO  REAL  ESTATE

        Mortgage  loans  are  subject  to varying degrees of risk, including the
risk  of  a  default  by  the  borrowers  on  a  mortgage  loan,  and  the added
responsibility  on  our  part of foreclosing in order to protect its investment.
The  ability  of  the  borrowers  to make payments on non-single-family mortgage
loans  is  highly  dependent  on  the  borrowers'  ability  to  manage and sell,
refinance  or otherwise dispose of the properties and will be dependent upon all
the risks generally associated with real estate investments which are beyond our
control.  We must rely on the experience and ability of the borrowers to manage,
develop  and dispose of or refinance the properties. Investing in real estate is
highly competitive and is subject to numerous inherent risks, including, without
limitation, changes in general or local economic conditions, neighborhood values
and  interest rates, limited availability of mortgage funds which may render the
sale or refinancing of the properties difficult, increases in real estate taxes,
other  operating  expenses,  the  supply  and  demand for properties of the type
involved, toxic and hazardous wastes, environmental considerations, zoning laws,
entitlements,  rent  control  laws, other governmental rules and fiscal policies
and  acts  of  God,  such  as  floods,  which  may  result  in uninsured losses.

WE  MAY  NOT  DIVERSIFY  OUR  PORTFOLIO  OF  MORTGAGE  LOANS

        Our  mortgage  loans may be obligations of a limited number of borrowers
on a limited number of properties. The lack of diversity in the type, number and
geographic location of mortgage loans made could materially increase the risk of
an  investment  in  the  Common  Stock.

IN  THE  EVENT  WE  ARE  NOT  SUCCESSFUL IN SECURITIZING MORTGAGE LOANS, WE WILL
CONTINUE  TO  BEAR THE RISKS OF BORROWER DEFAULTS AND BANKRUPTCIES, FRAUD LOSSES
AND  SPECIAL  HAZARD  LOSSES.

        We  may  acquire  and accumulate mortgage loans as part of its long-term
investment  strategy  or  until  a  sufficient  quantity  has  been acquired for
securitization  into  mortgage-backed securities. There can be no assurance that
we  will  be  successful  in securitizing mortgage loans. While holding mortgage
loans,  we will be subject to risks of borrower defaults and bankruptcies, fraud
losses  and  special  hazard  losses. In the event of any default under mortgage
loans  held  by  us, we will bear the risk of loss of principal to the extent of
any  deficiency  between  the value of the mortgage collateral and the principal
amount  of  the mortgage loan. It may not be desirable, possible or economic for
us  to complete the securitization of any or all mortgage loans which we acquire
or  fund, in which case we will continue to hold the mortgage loans and bear the
risks  of  borrower  defaults  and  special  hazard  losses.

        Mortgage  loans  invested in by us will be secured by the properties and
will  also  be a recourse obligation of the borrower. In the event of a default,
we  would  be able to look to the borrower to make up any deficiency between the
value  of  the  collateral  and  the  principal  amount  of  the  mortgage loan.

                                       14
<PAGE>

        It  is  expected  that  when we acquire mortgage loans, the sellers will
represent  and  warrant  to us that there has been no fraud or misrepresentation
with  respect  to  the  origination  of  the  mortgage  loans  and will agree to
repurchase  any  loan with respect to which there is fraud or misrepresentation.
There  can  be  no  assurance  that  we  will  be  able to obtain the repurchase
agreement  from  the sellers. Although we may have recourse to the sellers based
on  the  sellers'  representations  and warranties to us, we will be at risk for
loss  to  the  extent  the  sellers do not perform their repurchase obligations.

        We  may acquire mortgage loans from failed savings and loan associations
or  banks through United States government agencies such as the Resolution Trust
Corporation  or the Federal Deposit Insurance Corporation. These institutions do
not  provide  the  seller's  typical  representations  against  fraud  and
misrepresentation.  We  intend  to  acquire third party insurance, to the extent
that  it is available at a reasonable price, for such risks. In the event we are
unable to acquire such insurance, we would be relying solely on the value of the
collateral  underlying  the mortgage loans. Accordingly, we will be subject to a
greater  risk  of  loss  on  obligations  purchased  from  these  institutions.

        Since April, 1999, our growth in originating loans has been significant.
In  light of this growth, our historical financial performance may be of limited
relevance  in  predicting  future performance. Also, the loans we originate have
been  outstanding  for  a  relatively  short  period  of time. Consequently, our
delinquency and loss experience to date may not be indicative of future results.
It  is  unlikely we will be able to maintain delinquency and loan loss ratios at
their present levels to the extent that our loan portfolio becomes more seasoned
and  are  not  resold  by  us.

TO  THE  EXTENT  THAT  WE  ARE  UNABLE TO MAINTAIN AN ADEQUATE WAREHOUSE LINE OF
CREDIT,  WE  MAY  HAVE  TO  CURTAIL  LOAN  ORIGINATION AND PURCHASING ACTIVITIES

        We  rely significantly upon our access to warehouse credit facilities in
order  to  fund  new  originations and purchases. We have a $1,000,000 warehouse
line  of  credit  with  FirstPlus Bank and a $1,000,000 warehouse line of credit
with  First  Collateral  Services. We expect to be able to maintain its existing
warehouse  line  of credit (or to obtain replacement or additional financing) as
the  current arrangements expire or become fully utilized; however, there can be
no  assurance  that  such financing will be obtainable on favorable terms, if at
all.  To  the  extent  we  are  unable to maintain an adequate warehouse line of
credit, we may have to curtail loan origination and purchasing activities, which
could  have a material adverse effect on our operations and financial condition.

VARIATIONS  IN  MORTGAGE  PREPAYMENTS  MAY  CAUSE  CHANGES IN OUR NET CASH FLOWS

        Mortgage  prepayment  rates vary from time to time and may cause changes
in  the  amount of our net cash flows. To the extent that prepayments occur, the
yield  on  our  mortgage  loans would be affected as well as our net cash flows.
Prepayments  of  adjustable-rate  mortgage  loans  included  in  or  underlying
mortgage-backed  securities  generally  increase  when  then-current  mortgage
interest  rates  fall  below the interest rates on such adjustable-rate mortgage
loans.  Conversely,  prepayments  of such mortgage loans generally decrease when
then-current  mortgage  interest  rates exceed the interest rate on the mortgage
loans  included  in  or  underlying  such mortgage-backed securities. Prepayment
experience  also  may  be  affected by the geographic location of the properties
securing  the  mortgage  loans  included  in  or  underlying  mortgage-backed
securities, the assumability of such mortgage loans, the ability of the borrower
to convert to a fixed-rate loan, conditions in the housing and financial markets
and  general  economic  conditions.

OUR  PORTFOLIO  OF  MORTGAGE  LOANS  MAY  INCLUDE  PRIVATELY ISSUED PASS-THROUGH
CERTIFICATES  WHICH ARE TYPICALLY NOT GUARANTEED BY THE UNITED STATES GOVERNMENT

        We  may  include  privately  issued  pass-through certificates backed by
pools of adjustable-rate single family and multi-family mortgage loans and other
real estate-backed mortgage loans in its investment portfolio. Because principal
and  interest  payments  on  privately  issued  pass-through  certificates  are
typically  not  guaranteed  by  the United States government or an agency of the
United  States  government, such securities generally are structured with one or
more  types  of  credit  enhancement.  Such  forms  of  credit  enhancement  are
structured  to  provide  protection  against  risk of loss due to default on the
underlying  mortgage  loan, or bankruptcy, fraud and special hazard losses, such
as  earthquakes.  Typically, third parties insure against these types of losses,
and  we  would  be  dependent  upon  the  credit  worthiness  of the insurer for
credit-rating,  claims  paying  ability  of  the  insurer  and  timeliness  of
reimbursement  in  the  event  of  a  default  on  the  underlying  obligations.
Furthermore,  the  insurance  coverage for various types of losses is limited in
amount,  and  losses  in  excess  of the limitation would be our responsibility.

                                       15
<PAGE>

        We  may also purchase mortgage loans issued by GNMA, FNMA or FHLMC. Each
of these entities provides guarantees against risk of loss for securities issued
by  it. In the case of GNMA, the timely payment of principal and interest on its
certificates  is  guaranteed  by  the full faith and credit of the United States
government. FNMA guarantees the scheduled payments of interest and principal and
the  full  principal amount of any mortgage loan foreclosed or liquidated on its
obligations.  FHLMC  guarantees  the  timely  payment  of  interest and ultimate
collection  of  principal on its obligations, while with respect to certificates
issued by FNMA and FHLMC, payment of principal and interest of such certificates
are  guaranteed  only  by  the  respective  entity and not by the full faith and
credit  of  the  United  States  government.

WE  ARE  DEPENDENT UPON INDEPENDENT MORTGAGE BROKERS AND OTHERS, NONE OF WHOM IS
CONTRACTUALLY  OBLIGATED  TO  DO  BUSINESS  WITH  US

        We  depend  in  part  on  independent  mortgage  brokers,  financial
institutions,  realtors(R)  and  mortgage  bankers  for  our  originations  and
purchases  of  mortgage  loans.  Our  competitors  also  seek  to  establish
relationships  with  such  independent mortgage brokers, financial institutions,
realtors(R)  and  mortgage  bankers,  none of whom is contractually obligated to
continue  to do business with us. In addition, we expect the volume of wholesale
loans  that  it  originates  and  purchases  to increase. Our future results may
become  more  exposed  to  fluctuations  in the volume and cost of its wholesale
loans  resulting  from competition from other originators and purchasers of such
loans,  market  conditions  and  other  factors.

WE  WILL HAVE LITTLE CONTROL OVER THE OPERATIONS OF THE PASS-THROUGH ENTITIES IN
WHICH  WE  MAY  PURCHASE  INTERESTS

        If  we  purchase  interests  in  various  pass-through entities, it will
itself  be  in  the position of a "holder" of shares of such entities including,
real  estate  investment  trusts,  other  trusts or partnerships, or a holder of
other types of pass-through interests. Therefore, we will be relying exclusively
on the management capabilities of the general partners, managers and trustees of
those entities for the management and investment decisions made on their behalf.
In  particular,  except  for  voting  rights on certain matters, we will have no
control  over  the operations of the pass-through entities in which it purchases
interests,  including  all  matters  relating  to  the  operation,  management,
investment  decisions, income and expenses of such entities, including decisions
with respect to actions to be taken to collect amounts owed to such entities. If
such managers, trustees or general partners take actions or make decisions which
are  adverse to a pass-through entity or us, it may not be cost-efficient for us
to  challenge  such  actions  or  decisions.

     Moreover,  we  do not become a substituted owner of such interests, we will
not  have  the  right  to vote on matters on which other interest owners in such
entities  have  a  right  to  vote  or otherwise challenge management decisions.
Finally,  should  any  of such managers, trustees or general partners experience
financial  difficulties for any reason, the entities in which we invest could be
adversely  affected,  thereby  adversely affecting the value of our investments.

                                       16
<PAGE>


BORROWERS  MAY  NOT  HAVE  SUFFICIENT  ASSETS TO PAY OFF THE BALLOON PAYMENTS AT
MATURITY

        Mortgage  loans,  other  than  those  representing  mortgage  loans  on
single-family  residential,  may  represent  "balloon" obligations, requiring no
payments of principal over the term of the indebtedness with a "balloon" payment
of  all  of  the  principal  due  at  maturity. "Balloon" payments will probably
require  a  sale  or  refinancing  of  properties  at  the time they are due. No
assurance can be given that the borrowers will have sufficient assets to pay off
the  indebtedness  when due, or that sufficient liquidity will be generated from
the  disposition or refinancing of the properties to enable the owner to pay the
principal  or  interest  due  on  such  mortgage  loans.

UPON FORECLOSURE OF A PROPERTY, WE MAY HAVE DIFFICULTY IN FINDING A PURCHASER OR
MAY  HAVE  TO  SELL  THE  PROPERTY  AT  A  LOSS

        If  a  mortgaged  property  is  not  sold  by  the  maturity date of the
underlying  mortgage  loan,  the  borrower  may  have  difficulty  in paying the
outstanding  balance  of  such  mortgage  loan  and  may  have  to refinance the
property.  The  borrower  may  also  experience  difficulty  in  refinancing the
property  if  that  becomes  necessary  due to unfavorable interest rates or the
unavailability  of  credit.

        If  any  amounts  under  a  mortgage  loan are not paid when due, we may
foreclose  upon  the  property  of  the borrower. In the event of such a default
which  requires us to foreclose upon a property or otherwise pursue its remedies
in  order  to protect the our investment, we will seek to obtain a purchaser for
the  property  upon  such  terms as we deem reasonable. However, there can be no
assurance that the amount realized upon any such sale of the underlying property
will  result  in financial profit or prevent loss to us. In addition, because of
potential  adverse  changes in the real estate market, locally or nationally, we
may  be  forced to own and maintain the property for a period of time to protect
the  value  of  its investment. In that event, we may not be able to receive any
cash  flow  from such mortgage loan and we would be required to pay such sums as
may  be  necessary  to  maintain  and  manage  the  property.

WE  MAY BE REQUIRED TO INVESTIGATE AND CLEAN UP HAZARDOUS OR TOXIC SUBSTANCES OF
PROPERTIES  SECURING  LOANS  THAT  ARE  IN  DEFAULT

        We  have  not  been  required  to  perform any investigation or clean up
activities,  nor  have we been subject to any environmental claims. There can be
no  assurance,  however,  that  this  will  remain  the  case  in  the  future.

        In  the  course of our business, we have acquired and may acquire in the
future properties securing loans that are in default. Although we primarily lend
to  owners  of residential properties, there is a risk that we could be required
to  investigate  and clean up hazardous or toxic substances or chemical releases
at  such  properties after acquisition, and may be held liable to a governmental
entity  or  to  third  parties  for  property  damage,  personal  injury  and
investigation  and cleanup costs incurred by such parties in connection with the
contamination.  In  addition,  the owner or former owners of a contaminated site
may  be  subject  to  common law claims by third pies based on damages and costs
resulting  from  environmental  contamination  emanating  from  such  property.

THE AMOUNT OF INTEREST CHARGED TO A BORROWER IS SUBJECT TO COMPLIANCE WITH STATE
USURY  LAWS

        The  amount  of interest payable by a borrower to us may exceed the rate
of interest permitted under the California Usury Law and the usury laws of other
states.  Although  we  do  not  intend  to make or invest in mortgage loans with
usurious  interest rates, there are uncertainties in determining the legality of
interest  rates.  Such limitations, if applicable, may decrease the yield on our
investments.

        With  respect  to  the  interest  rate charged by us to borrowers in the
State  of  California,  we will be relying upon the exemption from its usury law
which  provides  that  loans that are made or arranged by a licensed real estate
broker  and  which  are  secured  by a lien on real property are exempt from the
usury law. We intend to use licensed real estate brokers to arrange the mortgage
loans  so  that  no  violation  of  the  applicable  usury law would take place.
Additionally,  if  any  employee  or  director  of ours or our subsidiaries is a
licensed  real  estate broker in the State of California, we may use such person
to  arrange  all  or  a  portion  of the mortgage loans to qualify for the usury
exemption.

                                       17
<PAGE>

        The  consequences  for  failing  to  abide  by  the  usury  law  include
forfeiture  of  all interest payable on the loan, treble damages with respect to
excessive  interest  actually  paid,  and  criminal  penalties.  We believe that
because of the applicable exemptions and the provisions of California Civil Code
1917.005  exempting  lenders who originate loan transactions from the California
usury laws, no violation of the California Usury Law will occur. We will attempt
to  rely  on  similar  exemptions  in  other states if necessary but there is no
guarantee  that  it  will  be able to do so. IF A BORROWER ENTERS BANKRUPTCY, AN

AUTOMATIC  STAY  WILL PREVENT US OR ANY TRUSTEE FROM FORECLOSING ON THE PROPERTY
SECURING  SUCH  BORROWER'S  LOAN  UNTIL  RELIEF  FROM  THE  STAY  CAN BE SOUGHT.

        If a borrower enters bankruptcy, either voluntarily or involuntarily, an
automatic  stay  of  all proceedings against the borrower's property will issue.
This  stay  will  prevent  the  Company  or  any trustee from foreclosing on the
property  securing such borrower's loan until relief from the stay can be sought
from  the  bankruptcy  court. No guaranty can be given that the bankruptcy court
will  lift  the  stay,  and  significant legal fees and costs may be incurred in
attempting  to  obtain  such  relief.

WE FACE COMPETITION IN THE ACQUISITION OF MORTGAGE LOANS FROM COMPETITORS HAVING
GREATER  FINANCIAL  RESOURCES

        We  will  face  intense  competition in the origination, acquisition and
liquidation  of its mortgage loans. Such competition can be expected from banks,
savings  and  loan associations and other entities, including REITs. Many of our
competitors  have  greater  financial  resources  than  ours.

THE  MARKET  PRICE  OF  OUR COMMON STOCK MAY EXPERIENCE FLUCTUATION UNRELATED TO
OPERATING  PERFORMANCE,  INCLUDING  FUTURE  PRIVATE  OR  PUBLIC OFFERINGS OF OUR
CAPITAL  STOCK

        The  market  price  of our Common Stock may experience fluctuations that
are  unrelated  to  our  operating  performance. In particular, the price of the
Common  Stock  may  be  affected  by  general  market price movements as well as
developments  specifically related to the mortgage industry such as, among other
things,  interest  rate  movements.  In  addition,  our  operating  income  on a
quarterly basis is significantly dependent upon the successful completion of our
loan  sales in the market, and our inability to complete these transactions in a
particular  quarter  may  have  a  material  adverse  impact  on  our results of
operations for that quarter and could, therefore, negatively impact the price of
the  Common  Stock.

        We  may  increase  our  capital  by  making additional private or public
offerings  of  its  Common  Stock, securities convertible into its Common Stock,
preferred  stock  or  debt  securities.  The  actual or perceived effect of such
offerings,  the  timing of which cannot be predicted, may be the dilution of the
book  value  or  earnings  per  share of the Common Stock outstanding, which may
result  in  the reduction of the market price of the Common Stock and affect our
ability  to  access  the  capital  markets.

BECAUSE  OF  INTENSE  COMPETITION  FOR  SKILLED PERSONNEL, WE MAY NOT BE ABLE TO
RECRUIT  OR  RETAIN  NECESSARY  PERSONNEL  ON  A  COST-EFFECTIVE  BASIS

        Our  future  success  will  depend  in  large  part  upon our ability to
identify,  hire,  retain  and  motivate  highly  skilled  employees.  We plan to
significantly  increase the number of our marketing, sales, customer support and
operations  employees to effectively serve the evolving needs of our present and
future  customers.  Competition  for highly skilled employees in our industry is
intense.  In  addition, employees may leave our company and subsequently compete
against  us.  Our  failure to attract and retain these qualified employees could
significantly  harm  our  business.  The  loss  of  the  services  of any of our
qualified  employees,  the inability to attract or retain qualified personnel in
the  future  or delays in hiring required personnel could hinder the development
and  introduction  of new and enhanced products and harm our ability to sell our
products.  Moreover,  companies in our industry whose employees accept positions
with  competitors frequently claim that their competitors have engaged in unfair
hiring  practices.  We may be subject to such claims in the future as we seek to
hire  qualified  personnel,  some  of  whom  may  currently  be  working for our
competitors.  Some  of  these claims may result in material litigation. We could
incur  substantial costs in defending ourselves against these claims, regardless
of  their  merits.

                                       18
<PAGE>

THE  LOSS  OF  ANY  OF  OUR  KEY PERSONNEL COULD SIGNIFICANTLY HARM OUR BUSINESS

        Our  success  depends  to  a  significant  degree  upon  the  continuing
contributions  of  our key management, technical, marketing and sales employees.
The  loss  of  the  services  of  any  key employee could significantly harm our
business,  financial  condition  and  results  of  operations.  There  can be no
assurance  that  we will be successful in retaining our key employees or that we
can  attract  or  retain  additional  skilled  personnel as required. Failure to
retain  key personnel could significantly harm our business, financial condition
and  results  of  operations.

OUR  FAILURE  TO  PROTECT  OUR  INTELLECTUAL PROPERTY MAY SIGNIFICANTLY HARM OUR
BUSINESS

        Our  future success and ability to compete is dependent, in part, on our
proprietary  technology. We rely on a combination of trade secret, copyright and
trademark laws to establish and protect our proprietary rights. To date, we have
relied  primarily  on  proprietary  processes  and  know-how  to  protect  our
intellectual  property.

     We  also generally enter into confidentiality agreements with our employees
and  consultants,  strictly  limit access to and distribution of our source code
and  further  limit the disclosure and use of our other proprietary information.
However,  these  agreements  provide only limited protection of our intellectual
property  rights.  In  addition,  we  may  not have signed agreements containing
adequate  protective  provisions  in  every case, and the contractual provisions
that  are  in  place  and  the  protection  they provide may not provide us with
adequate  protection  in  all circumstances. Any infringement of our proprietary
rights  could  result  in  significant  litigation  costs,  and  any  failure to
adequately  protect  our  proprietary  rights  could  result  in our competitors
offering  similar  products,  potentially  resulting  in  loss  of a competitive
advantage and decreased revenues. Despite our efforts to protect our proprietary
rights,  existing  trade  secret,  copyright  and  trademark laws afford us only
limited  protection.  In  addition,  the  laws  of some foreign countries do not
protect  our  proprietary rights to the same extent as do the laws of the United
States.  Others  may attempt to copy or reverse engineer aspects of our products
or  to  obtain  and  use  information  that  we  regard  as  proprietary.
Accordingly,  we may not be able to prevent misappropriation of our technologies
or  to  deter others from developing similar technologies. Further, policing the
unauthorized  use  of  our products is difficult. Litigation may be necessary in
the  future  to  enforce  our  intellectual  property rights or to determine the
validity  and  scope  of the proprietary rights of others. This litigation could
result  in  substantial costs and diversion of resources and could significantly
harm  our  business.

CLAIMS THAT WE INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS COULD RESULT IN
SIGNIFICANT  EXPENSES  OR  RESTRICTIONS  ON  OUR  ABILITY  TO  SELL OUR PRODUCTS

        From time to time, other parties may assert patent, copyright, trademark
and  other  intellectual  property  rights  to  technologies  and  in  various
jurisdictions  that are important to our business. Any claims asserting that our
products  infringe  or  may  infringe  proprietary  rights  of third parties, if
determined  adversely  to us, could significantly harm our business. Any claims,
with  or  without  merit,  could be time-consuming, result in costly litigation,
divert  the  efforts  of  our  technical and management personnel, cause product
shipment delays or require us to enter into royalty or licensing agreements, any
of which could significantly harm our business. Royalty or licensing agreements,
if  required,  may not be available on terms acceptable to us, if at all. In the
event a claim against us was successful and we could not obtain a license to the
relevant  technology  on  acceptable terms or license a substitute technology or
redesign  our  products  to  avoid  infringement,  our business would be harmed.

                                       19
<PAGE>

ANY  ACQUISITIONS THAT WE MAY UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT
OUR  BUSINESS,  DILUTE  SHAREHOLDER  VALUE  AND SIGNIFICANTLY HARM OUR OPERATING
RESULTS

        We  expect  to  review  opportunities  to  buy  other  businesses  or
technologies  that  would complement our current products, expand the breadth of
our  markets  or enhance our technical capabilities, or that may otherwise offer
growth  opportunities.  While  we  have  no  current  agreements or negotiations
underway,  we  may buy businesses, products or technologies in the future. If we
make  any  future  acquisitions, we could issue stock that would dilute existing
stockholders'  percentage ownership, incur substantial debt or assume contingent
liabilities.  We  have  no  experience  in  acquiring  other  businesses  and
technologies.  Potential  acquisitions  also  involve numerous risks, including:

-  problems  assimilating  the  purchased  operations, technologies or products;

-  unanticipated  costs  associated  with  the  acquisition;

-  diversion  of  management's  attention  from  our  core  business;

-  adverse  effects  on  existing  business  relationships  with  suppliers  and
   customers;

-  risks  associated  with entering markets in which we have no or limited prior
   experience;  and

-  potential  loss  of  the  purchased  organization's or our own key employees.

        We  cannot assure you that we would be successful in overcoming problems
encountered  in  connection  with  such acquisitions, and our inability to do so
could  significantly  harm  our  business.

OUR  HEADQUARTERS  AND  MANY  OF  OUR  CUSTOMERS ARE LOCATED IN CALIFORNIA WHERE
NATURAL  DISASTERS  MAY  OCCUR

        Currently, our corporate headquarters, many of the borrowers for whom we
provide  mortgages  are  located in California. California historically has been
vulnerable  to natural disasters and other risks, such as earthquakes, fires and
floods, which at times have disrupted the local economy and posed physical risks
to  our  property. We presently do not have redundant, multiple site capacity in
the  event  of a natural disaster. In the event of such a disaster, our business
would  suffer.

OUR  EXECUTIVE  OFFICERS,  DIRECTORS,  5%  OR  GREATER STOCKHOLDERS AND ENTITIES
AFFILIATED WITH THEM WILL CONTINUE TO OWN A LARGE PERCENTAGE OF OUR VOTING STOCK
AFTER  THIS OFFERING, WHICH WILL ALLOW THEM TO CONTROL SUBSTANTIALLY ALL MATTERS
REQUIRING  STOCKHOLDER  APPROVAL

        Our  executive  officers,  directors,  5%  or  greater  stockholders and
entities  affiliated  with  them  beneficially  own  in  excess  of  60%  of our
outstanding  shares  of  common  stock. These stockholders, acting together, are
able  to  elect at least a majority of our board of directors and to control all
other  matters  requiring  approval  by  stockholders, including the approval of
mergers  or  other business combination transactions, going private transactions
and  other  extraordinary  transactions,  and  the  terms  of  any  of  these
transactions.  This concentration of ownership could have the effect of delaying
or  preventing  a  change  in  our control or otherwise discouraging a potential
acquirer  from  attempting  to obtain control of us, which in turn could have an
adverse  effect  on  the  market  price  of  our  common  stock  or  prevent our
stockholders  from realizing a premium over the market price for their shares of
common  stock.

                                       20
<PAGE>

THE  SALE  OF  A  SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC
MARKET  AFTER  THIS  OFFERING  MAY  DEPRESS  THE  MARKET  PRICE  OF  OUR  STOCK

        Sales  of  substantial  amounts of our common stock in the public market
due to this offering, or the perception that substantial sales may be made could
cause  the  market  price  of  our  common  stock to decline. In addition to the
adverse effect a price decline could have on holders of our common stock, such a
decline would likely impede our ability to raise capital through the issuance of
additional  equity  securities.

        Certain outstanding shares of our Common Stock presently outstanding are
"restricted  securities"  and  under  certain circumstances may in the future be
sold in compliance with Rule 144 or Rule 701 adopted under the Securities Act of
1933, as amended, or some other exemption from registration under the Securities
Act  of  1933.  Future sales of those shares if sold under Rule 144, Rule 701 or
other exemption could depress the market price of the Common Stock in the public
market.  However, there can be no assurance that Rule 144, Rule 701 or any other
specific  exemption  may  be  available  in  the  future.

CERTAIN  "PENNY  STOCK"  REGULATIONS  MAY  APPLY  TO  OUR  COMMON  STOCK

        As  of  the  date  of  the prospectus, our stock is considered so-called
"penny  stock."  The  so  called "penny stock" low-priced securities regulations
could  affect  the resale of our stock. These regulations require broker-dealers
to  disclose  the risk associated with buying penny stocks and to disclose their
compensation  for  selling  the  stock.

     They  may  have the effect of reducing the level of trading activity in the
secondary  market  for  the  Common  Stock.

FORWARD-LOOKING  STATEMENTS  ARE  INHERENTLY  UNCERTAIN

        Some statements under the captions "The Company" and " "Risk Factors and
elsewhere  in  this  prospectus  are  forward-looking  statements.  These
forward-looking statements include, but are not limited to, statements about our
industry,  plans, objectives, expectations, intentions and assumptions and other
statements  contained in the prospectus that are not historical facts. When used
in  this  prospectus,  the  words  "expect,"  "anticipate,"  "intend,"  "plan,"
"believe,"  "seek," "estimate" and similar expressions are generally intended to
identify  forward-looking  statements.  Because these forward-looking statements
involve  risks  and  uncertainties,  including  those  described  in  this "Risk
Factors"  section,  actual results may differ materially from those expressed or
implied  by  these  forward-looking  statements.  We  do not intend to update or
revise  any  forward-looking statements, whether as a result of new information,
future  events  or otherwise. Market data and forecasts used in this prospectus,
have  been obtained from independent industry sources. Although we believe these
sources  are  reliable,  we  do  not  guarantee the accuracy and completeness of
historical  data  obtained  from  these  sources  and  we have not independently
verified  these  data.  Forecasts and other forward-looking information obtained
from  these  sources  are  subject to the same qualifications and the additional
uncertainties  accompanying  any  estimates  of  future  market  size.

                                 USE  OF  PROCEEDS

        Anza will not  receive  any  of  the proceeds form the sale of shares of
common  stock  by  the  Selling  Shareholders.

                              SELLING  SHAREHOLDERS

        Our Shares to which this Reoffer Prospectus relates are being registered
for  reoffers  and  resales by the Selling Shareholders, who acquired the Shares
pursuant  to  a compensatory benefit plan with Anzafor employment and consulting
services  they  provided  to  E-Net.  The Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

                                       21
<PAGE>

        The  table  below  sets  forth with respect to the Selling Shareholders,
based  upon  information  available  to us as of January 21, 2002, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.


               Number  of      Number of Shares     Number          Percentage
                                                                    of Shares
 Selling       Shares  Owned   Registered By       Of Shares         Owned By
                                                                   Shareholders
Shareholders   Before  Sale    Prospectus         To Be Sold        After Sale
------------   -------------   ----------         -----------      ------------
Karen  Conway        0           25,000             25,000             0%
-------------        -           ------             ------             --
Ted  Hulbush         0           50,000             50,000             0%
------------         -           ------             ------             --
Securities
Compliance
Control, LLC         0           25,000             25,000             0%
------------         -           ------             ------             --
Jerome  Limonta      0          100,000            100,000             0%
---------------      -          -------            -------             --
Myers  Group         0          100,000            100,000             0%
------------         -          -------            -------             --
David  Villarreal   165,000     400,000            400,000             0%
-----------------   -------     -------            -------             --
Jonathan  Small      0           50,000             50,000             0%
---------------      -           ------             ------             --
William  Kroske     50,000      100,000            100,000             0%
---------------     ------      -------            -------             --
David  Griffith     125,000      25,000             25,000             0%
---------------     -------      ------             ------             --
Brian  Lebrecht     50,000       75,000             75,000             0%
---------------     ------       ------             ------             --
Investors  Advocate  0           50,000             50,000             0%
-------------------  -           ------             ------             --

TOTALS:             365,000   1,000,000          1,000,000
                    -------   ---------          ---------



                              PLAN  OF  DISTRIBUTION

        The Selling Shareholders may sell the Shares for value from time to time
under  this  Reoffer  Prospectus  on  one  or  more  transactions  on  the
Over-the-Counter  Bulletin  Board  maintained by Nasdaq, or other exchange, in a
negotiated  transaction  or  in a combination of such methods of sale, at market
prices  prevailing  at  the  time  of sale, at prices related to such prevailing
market  prices or at prices otherwise negotiated. Such sales shall be compliance
with  all  of  the requirements of Rule 144. The Selling Shareholders may effect
such  transactions  by selling the Shares to or through broker-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

        The  Selling Shareholders and any broker-dealers that participate in the
distribution  of the Shares may be deemed to be "underwriters within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale  of  the  Shares  owned  by  them  may  be  deemed to be
underwriting discounts and commissions under the 1933 Act. All selling and other
expenses  incurred  by  the  Selling  Shareholders  will be borne by the Selling
Shareholders.

        There is no assurance that the Selling Shareholders will sell all or any
portion  of the Shares offered. We will pay all expenses in connection with this
offering  and  will  not  receive  any  proceeds  from sale of any shares by the
Selling  Shareholders.


                                  LEGAL  MATTERS

        The  validity of the Common Stock offered hereby will be passed upon for
us  by Law Office of David M. Griffith, a Professional Corporation, our counsel.
Mr.  Griffith  is  the  beneficial  owner of 125,000 shares of our Common Stock.

                                       22
<PAGE>

                                     PART  II

             INFORMATION  NOT  REQUIRED  IN  THE  REGISTRATION  STATEMENT


ITEM  8.  EXHIBITS.

4.     2000  Employee  Stock  Compensation  Program,  as  amended.*

4.4    Specimen  Share  Certificate.*

5.     Opinion  of  the  Law  Office  of  David  M.  Griffith,  a  Professional
       Corporation, as to the validity of the securities registered  hereunder.

23.1.  Consent  of  the  Law  Office  of  David  M.  Griffith, a Professional
       Corporation (set  forth  in  the  opinion  filed  as  Exhibit  5  to
       this Registration Statement).

23.2.  Consent  of  McKennon  Wilson  &  Morgan  LLP.*
_______________
*  Previously  filed.



                                   SIGNATURES


In  accordance  with  the  requirements  of  the  Securities  Act  of  1933, the
Registrant  has  duly caused this Post-Effective Amendment No. 1 to Registration
Statement  to  be  signed on its behalf by the undersigned, in the City of Costa
Mesa,  State  of  California  on  January  21,  2002.

                                            By:  /s/  VINCENT  RINEHART
                                                 -------------------------------
                                                 VINCENT  RINEHART
                                                 President  and  Chief
                                                 Executive  Officer

        In  accordance with the requirements of the Securities Act of 1933, this
Post-Effective  Amendment  No.  1  to  Registration  Statement was signed by the
following  persons  in  the  capacities  and  on  the  dates  indicated.



SIGNATURE                        TITLE                                 DATE

/s/  SCOTT  PRESTA              Director                        January 21, 2002
---------------------
SCOTT  PRESTA


/s/  VINCENT  RINEHART          Chairman of the Board,          January 21, 2002
-----------------------         Chief  Executive  Officer,
VINCENT  RINEHART               President  and  Acting
                                Chief Financial  Officer
                                (Principal Executive  and
                                Accounting  Officer)


                                       23
<PAGE>


                                  EXHIBIT  INDEX




EXHIBIT
NUMBER        DESCRIPTION

4.            2000  Employee  Stock  Compensation  Program,  as  amended.*

4.4           Specimen  Share  Certificate.*

5.            Opinion  of  the  Law  Office of David M. Griffith, a Professional
              Corporation,  as  to  the  validity  of  the  securities
              registered  hereunder.

23.1.         Consent  of  the  Law  Office of David M. Griffith, a Professional
              Corporation  (set  forth in the opinion filed as Exhibit 5 to this
              Registration  Statement).

23.2.         Consent  of  McKennon  Wilson  &  Morgan  LLP*

-----------------------------------
*  Previously  filed.

                                       24
<PAGE>



                                                                       EXHIBIT 5


LAW  OFFICE  OF  DAVID  M.  GRIFFITH,
A  PROFESSIONAL  CORPORATION
ONE  WORLD  TRADE  CENTER,  SUITE  800
LONG  BEACH,  CA  90831-0800
TELEPHONE:   562-983-8017
FACSIMILE:   562-983-8122

January  21,  2002

AnzaFinancial  Corporation
3200  Bristol  Street,  Suite  710
Costa  Mesa,  CA  92626

RE:    Anza  Capital,  Inc.  -  Post-Effective  Amendment  No. 1 to Registration
       Statement  and  Reoffer  Prospectus  on  Form  S-8

Ladies  &  Gentlemen:

        This  office  represents  Anza  Capital, Inc., a Nevada corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, as amended by Post-Effective Amendment No.
1  thereto  (the "Registration Statement"), which relates to the resale of up to
1,000,000  shares  by  Myers  Group,  David Villarreal, Brian Lebrect, Investors
Advocate,  William  Kroske,  Jonathan Small, David Griffith, Jerome Limonta, Ted
Hulbush,  Securities Compliance Control, LLC, and Karen Conway and other unnamed
future  shareholders  (collectively,  the  "Selling Shareholders") in accordance
with  various  legal services, employment, and consulting agreements between the
Registrant  and  the  Selling  Shareholders  (the  "Registered  Securities"). In
connection  with  our  representation,  we  have  examined  such  documents  and
undertaken  such  further  inquiry  as  we  consider necessary for rendering the
opinion  hereinafter  set  forth.

        Based  upon  the  foregoing,  it  is  our  opinion  that  the Registered
Securities,  when  issued  as  set  forth in the Registration Statement, will be
legally  issued,  fully  paid  and  nonassessable.

        We acknowledge that we are referred to under the heading "Legal Matters"
in  the  Reoffer  Prospectus  which  is  a  part  of  the  Registrant's Form S-8
Registration  Statement  relating  to  the  Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of  this  opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.

Sincerely,

/s/  DAVID  M.  GRIFFITH
Law  Office  of  David  M.  Griffith,
a  Professional  Corporation

                                       25
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 100336}]
{"company-data": {"conformed-name": "E-NET FINANCIAL COM CORP", "cik": "0000926844", "assigned-sic": "6199", "irs-number": "841273503", "state-of-incorporation": "NV", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81148", "film-number": "02513806"}, "business-address": {"street1": "3200 BRISTOL STREET", "street2": "SUITE 710", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7145572222"}, "mail-address": {"street1": "2102 BUSINESS CENTER DRIVE", "street2": "115E", "city": "IRVINE", "state": "CA", "zip": "92612"}, "former-company": [{"former-conformed-name": "E NET CORP/NV", "date-changed": "19990513"}, {"former-conformed-name": "E NET FINANCIAL CORP", "date-changed": "19990920"}, {"former-conformed-name": "E-NET COM CORP", "date-changed": "20000127"}]}
As  Filed  with  the  Securities  and  Exchange Commission on January 21, 2002
                                                             File  No. 333-68494
================================================================================

                       SECURITIES  AND  EXCHANGE  COMMISSION
                             Washington,  D.C.  20549

                                ----------------

                       POST  EFFECTIVE  AMENDMENT  NO.  1  TO
                                     FORM  S-8
                             REGISTRATION  STATEMENT
                        UNDER  THE  SECURITIES  ACT  OF  1933

                                ----------------

                                ANZA  CAPITAL,  INC.
             (Exact  Name  of  Registrant  as  Specified  in  its  Charter)

                  Nevada                                        84-1273503
     (State  or  Other  Jurisdiction  of                (IRS  Employer  ID  No.)
      Incorporation  or  Organization)

                         3200  BRISTOL  STREET,  SUITE  700
                          COSTA  MESA,  CALIFORNIA  92626
                    (Address  of  Principal  Executive  Offices)

                                ----------------

                          2000  Stock  Compensation  Plan
                            (Full  Title  of  the  Plan)

                                ----------------

                           VINCENT  RINEHART,  PRESIDENT&CEO
                                 ANZA  CAPITAL,  INC.
                         3200  BRISTOL  STREET,  SUITE  700
                          COSTA  MESA,  CALIFORNIA  92626
                     (Name  and  Address  of  Agent  for  Service)

                                 (714)  866-2100
          (Telephone  Number,  Including  Area  Code,  of  Agent  for  Service)

                         CALCULATION  OF  REGISTRATION  FEE

================================================================================
                                 PROPOSED         PROPOSED
  TITLE OF        AMOUNT         MAXIMUM          MAXIMUM          AMOUNT OF
SECURITIES TO     TO  BE      OFFERING PRICE      AGGREGATE      REGISTRATION
BE REGISTERED   REGISTERED      PER SHARE      OFFERING PRICE        FEE

--------------------------------------------------------------------------------

Common Stock    1,000,000       $0.15(1)        $150,000.00        $37.50(2)

TOTAL           1,000,000       $0.15(1)        $150,000.00        $37.50(2)
================================================================================

(1)  Estimated  solely  for  the  purpose of calculating the registration fee in
accordance  with  Rules  457(h)  and 457(c) under the Securities Act of 1933, as
amended  and  based  upon  an average of the high and low prices reported on the
Nasdaq  Over  The  Counter  Bulletin  Board  on  August  20,  2001.

(2)  The  registration  fee  of  $37.50  has  previously  been  paid.

================================================================================
                                        1
EXPLANATORY  NOTE

        Anza  Capital,  Inc.  ("Anza")  has  previously  filed  a  registration
statement  in  accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register 1,000,000 shares of stock,
$.001 par value, to be issued to certain selling shareholders that are employees
or  consultants  who have been issued shares of E-Net's common stock pursuant to
the  company's stock compensation plan. The Registrant has also previously filed
additional  registration statements on Form S-8 to register an initial 1,000,000
shares  of  stock  and  an  additional  5,000,000  shares  of  stock  and  those
registration  statements,  as  amended,  which  Commission  File Nos. 333-51108,
333-54920,  333-57906,  333-62370  and  333-95407,  are  incorporated  herein by
reference.

     This  Post-Effective  Amendment  No.  1  is  being filed for the purpose of
specifying  the  names of additional selling shareholders or to amend the number
of  shares  issued  to  previously  listed  selling  shareholders.

      Under  cover  of  this  Post-Effective  Amendment  No.  1 to Form S-8 is a
Reoffer  Prospectus  that Anzahas prepared in accordance with Part I of Form S-3
under  the  1933 Act. The Reoffer Prospectus may be utilized for reofferings and
resales  of  up  to  1,000,000  shares  of  common stock acquired by the selling
shareholders.

                                        2
REOFFER PROSPECTUS

                               ANZA CAPITAL, INC.
                         3200 BRISTOL STREET, SUITE 700
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 866-2100

                        1,000,000 SHARES OF COMMON STOCK

        The  shares  of  common  stock,  $.001  par value, of Anza Capital, Inc.
("Anza"  or  the "Company") offered hereby (the "Shares") will be sold from time
to time by the individuals listed under the Selling Shareholders section of this
document  (the  "Selling  Shareholders").  The Selling Shareholders acquired the
Shares  pursuant to the Company's 2000 Stock Compensation Program for employment
or  consulting  services  that  the  Selling  Shareholders  provided  to  Anza.

        The  sales  may  occur  in  transactions  on the Nasdaq over-the-counter
market  at prevailing market prices or in negotiated transactions. Anza will not
receive  proceeds  from  any  of  the sale of the Shares. Anza is paying for the
expenses  incurred  in  registering  the  Shares.

        The  Shares are "restricted securities" under the Securities Act of 1933
(the  "1933  Act")  before  their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933  Act  to  allow  for future sales by the Selling Shareholders to the public
through  compliance  with Rule 144. To the knowledge of the Company, the Selling
Shareholders  have  no  arrangement  with any brokerage firm for the sale of the
Shares. The Selling Shareholders may be deemed to be an "underwriter" within the
meaning  of  the  1933  Act.  Any  commissions received by a broker or dealer in
connection  with  resales  of  the  Shares  may  be  deemed  to  be underwriting
commissions  or  discounts  under  the  1933  Act.

        E-Net's  common stock is currently traded on the Nasdaq Over-the-Counter
Bulletin Board under the symbol "ANZA.OB" The common stock is also listed on the
Berlin  Stock  Exchange  under  the  symbol  "ANZA.DE."

                            -------------------------

        This  investment  involves  a  high  degree  of  risk.  Please see "Risk
Factors"  beginning on page 12. Certain statements contained in this Prospectus,
including,  without  limitation,  statements  containing  the  words "believes,"
"anticipates,"  "estimates,"  "expects," and words of similar import, constitute
forward-looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.  These statements relate to our future plans,
objectives,  expectations  and  intentions.  In evaluating these statements, you
should  consider  the  various  factors  identified  in  "Risk  Factors" section
contained  herein,  which  identify  important  considerations  that could cause
actual  results to differ materially from those contained in the forward-looking
statements.  Such  forward-looking  statements  speak  only  as  of the date the
statement is made, and the forward-looking information and statements should not
be  regarded  as  a  representation  by the Company or any other person that the
objectives  and  plans  of  the  Company  will  be  achieved.

        NEITHER  THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS  REOFFER  PROSPECTUS  IS  TRUTHFUL  OR  COMPLETE. ANY REPRESENTATION TO THE
CONTRARY  IS  A  CRIMINAL  OFFENSE.

                                        3
TABLE  OF  CONTENTS

Where  You  Can  Find  More  Information                   4
Incorporated  Documents                                    4
The  Company                                               5
Risk  Factors                                              13
Use  of  Proceeds                                          19
Selling  Shareholders                                      19
Plan  of  Distribution                                     20
Legal  Matters                                             20

        You  should  only  rely  on the information incorporated by reference or
provided  in  this  Reoffer Prospectus or any supplement. We have not authorized
anyone  else  to provide you with different information. The common stock is not
being  offered  in  any  state  where the offer is not permitted. You should not
assume  that  the  information  in  this Reoffer Prospectus or any supplement is
accurate  as  of  any  date  other  than  the  date on the front of this Reoffer
Prospectus.

WHERE  YOU  CAN  FIND  MORE  INFORMATION

        We  are  required  to  file annual, quarterly and special reports, proxy
statements  and  other  information  with the Securities and Exchange Commission
(the  "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934  Act"). You may read and copy any reports, statements or other information
we  file  at  the  SEC's  Public  Reference  Room  at  450  Fifth  Street, N.W.,
Washington,  D.  C.  20549;  Please  call  the SEC at 1-800-SEC-0330 for further
information on the Public Reference Rooms. Our filings are also available to the
public  from  commercial  document  retrieval  services  and  the  SEC  website
(http://www.sec.gov).

INCORPORATED  DOCUMENTS

        The  SEC  allows  us to "incorporate by reference" information into this
Reoffer  Prospectus,  which means that Anzacan disclose important information to
you  by  referring  to  another  document  filed  separately  with  the SEC. The
information  incorporated  by  reference  is  deemed  to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.  The  following  documents  previously filed with the Securities and
Exchange  Commission  (the  "Commission")  are incorporated herein by reference:

        (a) Our Annual Report on Form 10-KSB for the fiscal year ended April 30,
        2001;

        (b)  Our  Quarterly Reports on Form 10-QSB for the fiscal quarters ended
        July  31,  2001  and  October  31,  2001;  and

        (c)  Our  Reports  on  Form  8-K  dated March 5, 1999, January 27, 2000,
        February  25, 2000, March 8, 2000, March 31, 2000 and April 19, 2000, as
        later  amended;  and

        (d)  All  documents subsequently filed by us pursuant to Sections 13(a),
        13(c),  14 and 15(d) of the Securities Exchange Act of 1934, as amended,
        prior  to  the filing of a post-effective amendment which indicates that
        all  securities  offered  have  been  sold  or  which  deregisters  all
        securities  then  remaining  unsold,  shall be deemed to be incorporated
        herein  by  reference  and  to be part hereof from the date of filing of
        such  documents.

        We  will  provide  without  charge to each person to whom a copy of this
Reoffer  Prospectus is delivered, upon oral or written request, a copy of any or
all  documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
Investors  Relations  at  our executive offices, located at 3200 Bristol Street,
Suite 700, Costa Mesa, California 92626. Our telephone number is (714) 866-2100.
Our  corporate  Web  site  address  is  http://www.e-netfinancial.com.

                                        4
THE  COMPANY

GENERAL
     Anza  Capital, Inc. ("Anza" or the "Company") was incorporated in the State
of  Nevada on August 18, 1988 as Solutions, Incorporated.  On July 11, 1994, the
Company  filed  a  Registration  Statement on Form 10-SB with the Securities and
Exchange Commission, which was declared effective on December 22, 1994.  At that
time,  the  Company  became  a  reporting  company  under  Section  12(g) of the
Securities  Exchange  Act  of 1934, as amended.  On August 16, 1996, the Company
changed  its  name to Suarro Communications, Inc., and on February 12, 1999, May
12,  1999  and  on  January  18,  2000,  the  Company  changed its name to E-Net
Corporation,  E-Net  Financial  Corporation  and  e-Net.Com  Corporation,
respectively.  On  February  2,  2000,  the  Company  changed  its name to E-Net
Financial.com  Corporation.  Effective  January  1, 2002 the Company changed its
name  to  Anza  Capital,  Inc.

BUSINESS  OVERVIEW

     The  Company is a holding company which currently operates through four (4)
subsidiaries,  namely  AMRES,  Expidoc,  BravoRealty.com, and Titus Real Estate.
Since  March 1, 1999, the Company has acquired a total of nine companies, six of
which  have  failed, and five of these subsidiaries have never generated any net
revenue.  Anza has never developed a business of its own.  Of the nine companies
purchased  by  Anza  since  March  1, 1999, six were purchased from then-current
officers  and  directors,  or  parties affiliated with then-current officers and
directors,  including EMB.  The total dollar value attributed to the purchase of
these  nine  companies  is  approximately  $4,400,000.

     AMRES  and  Expidoc  represent  our only significant operations and greater
than  95%  of  our consolidated revenue.  Please see further discussion of AMRES
and  Expidoc  below.
We  have  never  been profitable, and our net losses have been significant.  For
the  year ended April 30, 2001, our net loss was $6,745,207, or $0.30 per share.
For  the  ten months ended April 30, 2000, our net loss was $1,796,899, or $0.22
per  share.  See our discussion in Item 6 - Management's Discussion and Analysis
or  Plan  of  Operations,  for further details concerning our financial results.
RECENT  CHANGES  IN  BUSINESS  STRATEGY  AND  CHANGE  IN  CONTROL

     Effective March 1, 1999, the Company acquired E-Net Mortgage Corporation, a
Nevada  corporation  ("E-Net Mortgage"), and City Pacific International, U.S.A.,
Inc.,  a  Nevada  corporation  ("City Pacific").  Pursuant to the Share Exchange
Agreement  and  Plan  of  Reorganization  dated  March  1, 1999, regarding E-Net
Mortgage,  its  shareholders  received  2,000,000  shares of Common Stock of the
Company  in  exchange  for  all  of  the  issued  and outstanding stock of E-Net
Mortgage,  which  became  a wholly owned subsidiary of the Company.  Pursuant to
the  Share  Exchange  Agreement and Plan of Reorganization, dated March 1, 1999,
regarding City Pacific, its shareholders received 500,000 shares of Common Stock
of  the  Company in exchange for all of the issued and outstanding stock of City
Pacific, which became a wholly owned subsidiary of the Company.  Effective as of
that  date, Michael Roth, who had owned 100% of E-Net Mortgage, became Chairman,
CEO,  President,  a  director,  and  the owner of 44% of the common stock of the
Company.  Also  effective as of that date, Al Marchi, who had owned 100% of City
Pacific,  became a director and the owner of 11% of the outstanding common stock
of  the  Company.  Following this transaction, the Company entered into a series
of  acquisitions as part of its strategy of horizontal market penetration and in
an  effort  to  increase  revenues.

      On  November  29,  1999, the Company issued Paul Stevens 250,000 shares of
its Common Stock in exchange for Mr. Stevens' transfer to the Company of 500,000
shares  of  Common  Stock of EMB Corporation ("EMB") that he owned (the "Stevens
EMB  Shares").  On  December 21, 1999, and in connection with that exchange, the
Company  entered  into agreements with Digital Integrated Systems, Inc. ("DIS"),
and  EMB  to  acquire  their  respective 50% interests in VPN.COM JV Partners, a
Nevada  joint  venture  ("VPN  Partners")  involved  in  vertically  integrated
communications  systems.

     In  consideration  of  the  purchase of the interests, the Company issued a
one-year  promissory  note to DIS in the amount of $145,000 (the "DIS Note") and
tendered  to  EMB  the Stevens EMB Shares. At the time of such transactions, Mr.
Stevens  was the sole owner of DIS and the President and Chief Executive Officer
of  VPN  Partners. Upon closing of the acquisitions, VPN Partners was integrated
with  VPNCOM.Net,  Inc.  (previously  known  as  City  Pacific),  the  other
communications entity then owned by the Company. At the time of the transaction,
our  management  believed  that  VPN  Partners  and Mr. Stevens would contribute
materially  to  the  planned  expansion  of  the  Company.

                                        5
On January 12, 2000, as revised on April 12, 2000, the Company entered into
an agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire
two of its wholly owned subsidiaries, namely American Residential Funding, Inc.,
a  Nevada  corporation  ("AMRES"),  and  Bravo  Real  Estate, Inc., a California
corporation ("Bravo Real Estate"). At the time of the acquisition, AMRES was the
principle  operating  company of EMB, and EMB had previously acquired AMRES from
AMRES  Holding  LLC  ("AMRES Holding"), a company controlled by Vincent Rinehart
(now an officer and director of the Company) and in which Mr. Rinehart currently
holds  his  Anza  common stock, in exchange for EMB common stock. The purpose of
the  acquisition  was  to  acquire  market  share,  revenues,  and  certain  key
management  personnel.  The Company also acquired all of EMB's rights to acquire
Titus  Real  Estate  LLC,  a  California  limited liability company ("Titus Real
Estate") from its record owners. Titus Real Estate is the management company for
Titus Capital Corp., Inc., a California real estate investment trust (the "Titus
REIT"),  in  which  the  Company has no ownership interest. Titus REIT currently
holds  10  apartment  buildings  in  Long Beach, California, six of which are in
escrow  to  be  sold.

     On February 11, 2000, the Company executed a purchase agreement (the "Titus
Purchase Agreement") for the acquisition of Titus Real Estate and issued 100,000
shares  of  its Class B Convertible Preferred Stock (the "B Preferred") to AMRES
Holding/Rinehart,  and 300,000 shares of its Common Stock to Scott A. Presta, in
their capacities as the owner-members of Titus Real Estate. Mr. Rinehart and Mr.
Presta  were not, at the time, otherwise affiliated with the Company in any way,
but  both became members of Management in April 2000 (see Item 9). Upon closing,
Titus  Real  Estate  became a wholly owned subsidiary of the Company. Management
had hoped that the acquisition of Titus Real Estate would increase the Company's
overall  revenue stream. The Company took a charge for impairment of goodwill in
the  amount  of  $1,155,057  in  the  fourth  quarter  2000  with respect to its
investment  in  Titus  Real  Estate.

     On  February  14,  2000,  in  our continuing efforts to expand, the Company
acquired  all  of  the  common  stock  of  LoanNet  Mortgage,  Inc.,  a Kentucky
corporation ("LoanNet"), a mortgage broker with offices in Kentucky and Indiana.
Pursuant  to  the  Stock Purchase Agreement dated February 14, 2000, the Company
issued  250,000  shares  of  its  Common  Stock  to  the selling shareholders of
LoanNet,  which  became  a  wholly-owned  subsidiary  of  the Company. As of the
closing  of  the  transaction,  LoanNet  also  had  400 shares outstanding of 8%
non-cumulative,  non-convertible preferred stock, the ownership of which has not
changed.  The  preferred  stock  is  redeemable for $100,000. As of February 28,
2001,  all three LoanNet offices have been closed. The Company took a charge for
impairment  of  goodwill  in the amount of $1,985,012 in the fourth quarter 2000
with  respect  to  its  investment  in  LoanNet.

     On March 1, 2000, the Company sold VPNCOM.Net, Inc., which had proven to be
unprofitable and inconsistent with the Company's changing business structure, to
Al  Marchi,  its then-President. The sales consideration consisted of his 30-day
promissory  note  in the principal amount of $250,000 (paid in full on April 15,
2000),  the  assumption  of  the  DIS  Note, and the return of 250,000 shares of
Company  Common  Stock  owned  by  him.

     On  March  17,  2000,  the  Company  acquired  all  of  the common stock of
ExpiDoc.com,  Inc.,  a  California  corporation  ("ExpiDoc").  ExpiDoc  is  an
Internet-based,  nationwide notary service, with over 6,500 affiliated notaries,
that  provides  document  signing  services  for  various  mortgage  companies.
Pursuant  to  the  Stock Purchase Agreement dated February 14, 2000, the Company
issued  24,000 shares of Common Stock of the Company to the selling shareholders
of  ExpiDoc,  which  became a wholly owned subsidiary of the Company.  As of the
closing  of  the acquisition, the Company entered into management and consulting
agreements  with ExpiDoc's owners and management, including Mr. Rinehart and Mr.
Presta.  Mr. Rinehart and Mr. Presta were not, at the time, otherwise affiliated
with the Company in any way, but both became members of Management in April 2000
(see  Item  9)

     On  April  12,  2000, the Company closed the acquisition of AMRES and Bravo
Real  Estate.  Pursuant  to  the  Amended  and  Restated Purchase Agreement, the
Company  issued  7.5  million shares of Common Stock to EMB, representing nearly
40%  of  the  then  issued  and  outstanding  common  stock of the Company, paid
$1,595,000,  and  issued  a promissory note in the initial amount of $2,405,000,
and AMRES and Bravo Real Estate became wholly owned subsidiaries of the Company.
As of April 30, 2001, the remaining principal balance of the promissory note was
$1,055,000,  and the note was cancelled in its entirety effective June 27, 2001,
(see  discussion  of  Global  Settlement  below).  On  April  12, 2000, James E.
Shipley,  the  former CEO of EMB, was elected Chairman of the Board of Directors
of the Company and Vincent Rinehart was elected a Director, President, and Chief
Executive  Officer of the Company. Bravo Real Estate never commenced operations,
had  no  assets,  and  is  no  longer  an  operating  subsidiary.

                                        6
Mr.  Shipley was the CEO, President, and a less than 5% owner of EMB at the
time  of the sale of AMRES and Bravo from EMB to e-Net.  Mr. Shipley resigned as
Chairman  of  EMB and became Chairman of the Company in April 2000, and resigned
as  an  officer  of  the  Company  in  December  2000.

     Mr.  Rinehart was never an officer or director of EMB, but was the owner of
2,000,000 shares of EMB common stock, making him an approximate 10% owner of EMB
at the time of the sales in April 2000, and continues as an officer and director
of the Company (e-Net) and as an officer of all wholly-owned subsidiaries of the
Company.

     On  April  12,  2000,  in  accordance  the provisions of the Certificate of
Designations,  Preferences  and  Rights  of Class B Convertible Preferred Stock,
AMRES  Holding/Rinehart  demanded  that  its  B  Preferred be repurchased by the
Company for an aggregate of one million dollars. On April 20, 2000, the Company,
AMRES  Holding/Rinehart,  and Mr. Presta amended the Titus Purchase Agreement to
provide for the return of 100,000 shares of the Company's preferred stock issued
to AMRES Holdings and Mr. Presta upon the issuance of 1,000,000 shares of common
stock  to  them.

     On  May 24, 2000, Michael Roth and Jean Oliver, the sole remaining officers
and  directors  of prior management, resigned their remaining positions with the
Company.  On  that  date, Mr. Presta, an executive officer and director of Titus
Real  Estate,  was  elected  a  Director  and  Secretary  of  the  Company.

EVENTS  SUBSEQUENT  TO  FISCAL  YEAR  END

BRIDGE  FINANCING

     On  June  27,  2001,  the  Company entered into an Investment Agreement and
related  documents  with  Laguna  Pacific Partners, LLP.  Under the terms of the
agreements,  in  exchange  for  $225,000  received  by  the  Company from Laguna
Pacific,  the  Company

    (i)  executed a promissory note in favor of Laguna Pacific in the principal
sum of $200,000, bearing interest at the rate of 7% per annum, secured by all of
the  assets  of  the Company, and payable on the earlier of nine months from its
issuance  date  or  the  date the Company's common stock is listed on the NASDAQ
Small  Cap  market,  and

    (ii)  executed a Warrant Agreement which entitled Laguna Pacific to acquire
up  to $250,000 worth of the Company's common stock for the total purchase price
of  $1.00,  calculated at 70% of the closing stock price on the date immediately
preceding  the  exercise  date.

    Also  on  June  27,  2001,  in  transactions related to the agreements with
Laguna  Pacific,  the Company formed a wholly-owned subsidiary, Anza Properties,
Inc., a Nevada corporation ("Anza Properties") capitalized with $75,000 from the
proceeds  of  the  bridge  loan,  which

   (i) executed a Bond Term Sheet with Anza outlining the proposed terms of an
offering  to  raise  up  to  $5,000,000.

    (ii)  entered  into  an  Employment Agreement with Thomas Ehrlich beginning
thirty  days from the date of the agreement and ending upon the earlier to occur
of  the  liquidation of the real estate portfolio to be owned by Anza Properties
or  the completion of a NASDAQ Small Cap listing by the Company.  The Employment
Agreement  provides  for  a  salary  of  $20,000 per month, payable only by Anza
Properties  and specifically not guaranteed of e-Net.  Mr. Ehrlich will serve as
Anza's  Vice  President  and  will be a director thereof. In connection with the
Employment  Agreement,  Anza  executed  a  Stock option Agreement which entitled
Ehrlich  to  acquire  up to 2,000,000 shares of Anza common stock at the closing
price  on  the  date of the Option Agreement, vesting equally over the 12 months
following  the  date  of  the  Employment Agreement, and exercisable only in the
event  Anza  is  successful in raising a minimum of $2,000,000 in a contemplated
$5,000,000 bond offering, and the holders thereof converting at least $2,000,000
of  the  bonds  into  equity  of  Anza (any amounts less than $2,000,000 will be
applied, pro-rata, to the total options exercisable under the Option Agreement).

     (iii)  entered  into  a  Consulting  Agreement  with Lawrence W. Horwitz to
provide  services  to  Anza  Properties.  The  Consulting Agreement provides for
compensation  of  $20,000  to  be  paid on its date of execution, and $5,000 per
month  for  eight months beginning September 1, 2001, guaranteed by the Company.
In  addition,  Anza  executed a Stock Option Agreement which entitled Horwitz to
acquire  up to 1,000,000 shares of Anza common stock on terms identical to those
of  Ehrlich,  described  above.

                                        7
(iv)  entered  into  an  Operating  Agreement  with  Anza  concerning  the
operations  of  Anza  Properties,  Inc.

GLOBAL  SETTLEMENT

     On  June  26,  2001,  Anza  entered  into  a  settlement agreement with EMB
Corporation,  AMRES  Holding  LLC,  Vincent  Rinehart, and Williams de Broe (the
"Global  Settlement").  As  part  of  the  Global  Settlement:

     (i)  Anza  issued  to  EMB  1,500,000  shares of restricted common stock as
consideration  for  EMB's waiver of its registration rights for 7,500,000 shares
of  Anza common stock already held by EMB.  Anza issued to EMB a promissory note
in  the  principal  amount  of  $103,404.

     (ii) Anza issued to Williams de Broe ("WdB") 3,000,000 shares of restricted
common  stock  as  consideration  for  WdB's  release  of  all  claims  against
Anzaarising  under  the purported guarantee of EMB's obligation to WdB by e-Net.
Anza  received  relief  of  debt  to  EMB  in  the  amount  of  $624,766.

     (iii) Anza issued to AMRES Holdings, an entity owned by Vincent Rinehart, a
convertible  note  in  the  principal  amount  of  $485,446.

EXECUTIVE  COMPENSATION

     On  July  1,  2001,  Anza entered into an Employment Agreement with Vincent
Rinehart.  Under  the  terms  of  the  agreement,  the  Company is to pay to Mr.
Rinehart  a  salary equal to $275,000 per year, subject to an annual increase of
10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month
and  other  benefits,  including life insurance.  The agreement is for a term of
five  years  and  provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for  any  reason,  including cause.  Mr. Rinehart was granted options to acquire
2,500,000  shares  of  Anza common stock at the closing price on the date of the
agreement which shall vest monthly over a one year period.  The number of shares
to  be  acquired  upon exercise of the options shall not be adjusted for a stock
split,  is  limited  to  both  a  maximum  value  of  $1,900,000, and 20% of the
outstanding common stock of the Company, and will terminate automatically if the
Company  does not receive a minimum of $500,000 in new capital prior to December
31,  2003.

Results  of  Annual  Shareholder  Meeting  -  Name  Change  and  Other  Events

     At  its  Annual  Shareholder's  Meeting  held  on  December  6,  2001,  our
shareholders  ratified  the  bridge  financing,  global settlement and executive
compensation arrangements outlined above.  The shareholders also approved a name
change  to  Anza  Capital,  Inc.  effective  January  1,  2002.
DISCUSSION  OF  OPERATIONS

     BravoRealty.com, which is not affiliated with the now non-operational Bravo
Real  Estate,  is an internet-based real estate brokerage which was incorporated
in  May  2000  and  began  operations  in  January  2001.  AMRES  owns  69%  of
BravoRealty.com,  with  the  balance  owned  by  Vincent  Rinehart  (15%), David
Villarreal  (15%),  and  Kevin  Gadawski (1%).  Bravorealty.com's business model
targets real estate agents as its customers and offers 100% commission retention
for  the  agent,  while  charging  a  minimal  fixed fee per closed transaction.
Bravorealty.com's  web  site  is  operational,  but  it  is currently in need of
funding  to  complete  its launch and implement the required infrastructure.  If
Anza  is  able  to  secure  the  required funding, Anza will remain the majority
shareholder.  If  the  required  funding is secured from outside investors, Anza
may  retain  only  a  minority  ownership  position.

     Titus  Real  Estate  is  the  management company of Titus REIT.  Titus Real
Estate,  while  currently  operational,  is  not expected to provide significant
revenues  for  e-Net.  As stated above, Titus REIT is currently the owner of ten
apartment  buildings in Long Beach, California, six of which are in escrow to be
sold.  Titus  REIT  is  in  need  of  additional  capital in order to expand its
operations,  and  if  it  successful, the amount of revenue to Anzathrough Titus
Real  Estate  may  increase.

                                        8
LoanNet  is not operating at this time. Due to insufficient capitalization,
the  Company  decided to close all three offices previously in operations. While
in  operation,  LoanNet  recorded  cumulative net losses and did not provide any
cash  flow for the Company. The Company wrote off its full investment in LoanNet
in  the  third  quarter  of  2000.

AMERICAN  RESIDENTIAL  FUNDING,  INC.  ("AMRES")

GENERAL

     The  Company,  through  its  wholly  owned subsidiary, E-Net Mortgage, had,
since  1999,  engaged  in  business as a retail mortgage broker.  However, E-Net
Mortgage  was  not  capitalized  to  the  level  that permitted it to expand its
operations  outside  of its offices in San Jose, and Costa Mesa, California, and
Las  Vegas,  Nevada.  With  the  pending  acquisition  of  American  Residential
Funding,  Inc.  ("AMRES"),  E-Net  Mortgage  stopped  conducting business in the
fourth  quarter of the fiscal year ended April 30, 2000.  With the completion of
the  acquisition  of  AMRES,  AMRES  has become the principal operating mortgage
subsidiary of the Company.  It is the intent of the Company for AMRES to operate
primarily  as  a mortgage banker and mortgage broker through an expansion of its
existing  company-owned  and  branch  operations

     The  name "AMRES" is approved for use by American Residential Funding, Inc.
by  the  California  Department  of  Real  Estate, the primary governing body of
AMRES.  An  appropriate  DBA  filing  of AMRES has been done, and the company is
regularly  referred  to  as  "AMRES".

LOAN  MAKING

     AMRES  is  primarily  a  loan broker, arranging approximately $50,000,000 a
month  in  home  loans.  AMRES,  through  their agents in some 140 branches (1-8
agents  in  each  branch) is licensed in 39 states to originate loans.  Although
AMRES  has a $2,000,000 line of credit with which to fund loans, less than 5% of
total loan volume is funded this way.  AMRES, through their loan agents, locates
prospective  borrowers  from real estate brokers, home developers, and marketing
to  the  general  public.  After  taking a loan application, AMRES processes the
loan  package,  including  obtaining  credit  and appraisal reports.  AMRES then
presents the loan to one of approximately 200 approved lenders, who then approve
the  loan,  draw  loan documents and fund the loan.  AMRES receives a commission
for  each  brokered  loan,  less  what  is  paid  to  each  agent.

LOAN  STANDARDS

     Mortgage  loans  arranged  by  AMRES  are  generally  loans  with  fixed or
adjustable  rates  of  interest,  secured  by first mortgages, deeds of trust or
security  deeds  on residential properties with original principal balances that
do  not  exceed  95% of the value of the mortgaged properties, unless such loans
are  FHA-insured  or  VA-guaranteed.  Generally,  each  mortgage  loan  having a
loan-to-value  ratio  in  excess  of  80%,  or  which  is secured by a second or
vacation  home,  will  be  covered by a Mortgage Insurance Policy, FHA Insurance
Policy  or VA Guaranty insuring against default of all or a specified portion of
the principal amount thereof.  95% of all loans originated by AMRES are brokered
to  lenders  and  not  underwritten  or  funded  by  AMRES.

     The  mortgage  loans  are  "one-to-four-family"  mortgage  loans, which are
permanent  loans  (as opposed to construction or land development loans) secured
by  mortgages  on  non-farm  properties,  including  attached  or  detached
single-family  or  second/vacation  homes, one-to-four-family primary residences
and  condominiums  or  other  attached  dwelling  units,  including  individual
condominiums, row houses, townhouses and other separate dwelling units even when
located  in  buildings  containing  five or more such units.  Each mortgage loan
must  be secured by an owner-occupied primary residence or second/vacation home,
or  by  a  non-owner  occupied  residence.  The  mortgaged property may not be a
mobile  home.

     In  general,  no  mortgage  loan  is expected to have an original principal
balance less than $30,000. While most loans will be less than $700,000, loans of
up  to  $2,000,000 may be brokered to unaffiliated third-party mortgage lenders.

     Fixed  rate  mortgage loans must be repayable in equal monthly installments
which  reduce the principal balance of the loans to zero at the end of the term.

Credit,  Appraisal  and  Underwriting  Standards

     Each mortgage loan must (i) be an FHA-insured or VA-guaranteed loan meeting
the  credit  and  underwriting  requirements  of  such  agency, or (ii) meet the
credit,  appraisal  and  underwriting  standards established by the lender.  For
certain mortgage loans which may be subject to a mortgage pool insurance policy,
the  lender may delegate to the issuer of the mortgage pool insurance policy the
responsibility  of  underwriting  such  mortgage  loans,  in accordance with the
lender's  credit  appraisal  and  underwriting  standards.

                                        9
A  lender's underwriting standards are intended to evaluate the prospective
mortgagor's credit standing and repayment ability, and the value and adequacy of
the proposed mortgaged property as collateral.  In the loan application process,
prospective  mortgagors  will  be required to provide information regarding such
factors as their assets, liabilities, income, credit history, employment history
and  other  related  items.  Each  prospective  mortgagor  will  also provide an
authorization  to  apply  for  a  credit report which summarizes the mortgagor's
credit  history.  With  respect  to  establishing  the  prospective  mortgagor's
ability  to make timely payments, the lender will require evidence regarding the
mortgagor's  employment  and  income,  and  of  the  amount  of deposits made to
financial institutions where the mortgagor maintains demand or savings accounts.
In  some instances, mortgage loans may be arranged by the lender under a Limited
Documentation  Origination  Program.  For  a  mortgage  loan  to qualify for the
Limited Documentation Origination Program, the prospective mortgagor must have a
good  credit  history  and  be  financially capable of making a larger cash down
payment  in a purchase, or be willing to finance less of the appraised value, in
a refinancing, than would otherwise be required by the Company.  Currently, only
mortgage  loans  with  certain loan-to-value ratios will qualify for the Limited
Documentation  Origination  Program.  If the mortgage loan qualifies, the lender
waives  some  of  its  documentation requirements and eliminates verification of
income  and employment for the prospective mortgagor.  The Limited Documentation
Origination Program has been implemented relatively recently and accordingly its
impact,  if  any,  on  the  rates of delinquencies and losses experienced on the
mortgage  loans  so  originated  cannot  be  determined  at  this  time.
The  lender's  underwriting  standards generally follow guidelines acceptable to
FNMA  ("Fannie  Mae")  and  FHLMC  ("Freddie  Mac").  The  lender's underwriting
policies may be varied in appropriate cases.  In determining the adequacy of the
property  as  collateral,  an  independent  appraisal  is  made of each property
considered for financing.  The appraiser is required to inspect the property and
verify  that  it  is  in  good condition and that construction, if new, has been
completed.  The appraisal is based on the appraiser's judgment of values, giving
appropriate  weight to both the market value of comparable homes and the cost of
replacing  the  property.  Over  95% of all loans processed are underwritten and
funded  by  approved  lenders  of  AMRES.  Very few loans, approximately 5%, are
funded  by  AMRES  on  their  line  of  credit  for  future  resell.

Title  Insurance  Policies

     The lender will usually require that, at the time of the origination of the
mortgage  loans  and  continuously  thereafter,  a  title insurance policy be in
effect  on each of the mortgaged properties and that such title insurance policy
contain  no  coverage  exceptions,  except  those  permitted  pursuant  to  the
guidelines  established  by  FNMA.

Applicability  of  Usury  Laws

     Title  V  of  the Depository Institutions Deregulation and Monetary Control
Act  of  1980 ("Title V"), provides that state usury limitations do not apply to
certain  types of residential first mortgage loans originated by certain lenders
after  March  31, 1980.  The Federal Home Loan Bank Board is authorized to issue
rules and regulations and to publish interpretations governing implementation of
Title  V,  the  statute authorizes any state to reimpose interest rate limits by
adopting  a  law or constitutional provision which expressly rejects application
of  the  federal  law.  In  addition, even where Title V is not so rejected, any
state  is authorized by the law to adopt a provision limiting discount points or
other  charges  on  mortgage  loans  covered by Title V.  As of the date hereof,
certain  states  have  taken  action  to reimpose interest rate limits and/or to
limit  discount  points  or  other  charges.

     The  above  described  laws  do not have a material effect on the Company's
operations  because  it  acts  primarily  as  a  broker  to  direct  lenders.

MORTGAGE  SOFTWARE  AND  TECHNOLOGY

     AMRES  currently uses loan origination software developed by an independent
third  party,  which  is  accessible  by its Company-owned offices and at branch
offices  through  an  Intranet  system.  This  software  can  quickly review the
underwriting  guidelines  for  a  vast  number of loan products, including those
offered  by  Fannie  Mae and Freddie Mac and select the appropriate loan product
for the borrower.  The software then allows the routing of pertinent information
to  the  automated  underwriting systems employed by Fannie Mae and Freddie Mac,
the  primary secondary-market purchasers of mortgages, and the automated systems
of independent lenders such as IndyMac.  Thus, in less than one hour, a borrower
can receive loan approval, subject only to verification of financial information
and  appraisal  of  the  subject  property.  The  software  also  permits  the
contemporaneous  ordering  and  review  of  preliminary title reports and escrow
instructions.  The  AMRES  Intranet  system  allows  branch  offices  to  have
around-the-clock  access  to  the  system.

                                       10
Customer  Service  and  Support

     AMRES  provides  branch  owners  with  on-line technical support, training,
consulting  and  implementation  services.  These  services  consist  of  the
following:

Customer  Education  and  Training

     AMRES  offers  training  courses  designed  to meet the needs of end users,
integration  experts  and  system  administrators.  AMRES  also  trains customer
personnel  who  in  turn  may  train  end-users in larger deployments.  Training
classes  are  provided  at  the  customers'  offices  or on-line with an on-line
tutorial.  No  fees  are  charged  the  branch  for  these  services.

System  Maintenance  and  Support

     The  Company  offers  telephone,  electronic  mail  and  facsimile customer
support  through  its  central  technical  support  staff  at  the  Company's
headquarters.  The  Company  also  provides customers with product documentation
and  release  notes  that  describe features in new products, known problems and
workarounds,  and  application  notes.

EXPIDOC  NATIONWIDE  NOTARY  SERVICES

     ExpiDoc  is an Internet-based nationwide notary service that specializes in
providing  mortgage brokers with a solution to assist with the final step of the
loan process: notarizing signatures of the loan documents.  This is accomplished
through  ExpiDoc's  automation  of  the  process, its knowledgeable, experienced
staff,  and proprietary technology.  ExpiDoc provides its clients with real-time
access  to the status of their documents, 24 hours a day.  ExpiDoc's proprietary
software  executes both the front office notary coordination and the back office
administration.  ExpiDoc  currently  employs  3  people,  located in Costa Mesa.

SALES  AND  MARKETING

     As  of  June 30, 2001, the Company marketed and sold its mortgage brokerage
services  primarily  through  a  direct  sales force of approximately 24 persons
based  in Costa Mesa, California, as well as approximately 120 persons at branch
locations.  The  Company  maintains  four  Company-owned  offices  in  Southern
California  and  approximately  140  branch  offices  in  39  states.

     The  sales  efforts  of  the Company to market its branch opportunities are
located  primarily  in the Company's Costa Mesa, California headquarters office.
Once  a  branch  is opened, a branch manager supervises a licensed branch office
and  its  employees,  and  receives  a percentage of the profits of that branch.
AMRES  provides  accounting,  licensing, legal, compliance and lender access for
each  branch,  retaining  a  percentage  of  commission  generated  by  loan
correspondents  at  each branch.  The branch managers must follow all guidelines
set forth by AMRES as well as all regulations of various government agencies and
are  independently  responsible  for  the expenses incurred at the branch level,
including  personnel  expenses.

COMPETITION

     The  Company  faces intense competition in the origination, acquisition and
liquidation of its mortgage loans.  Such competition can be expected from banks,
savings  and  loan  associations  and  other  entities,  including  real  estate
investment  trusts.  Many  of  the  Company's competitors have greater financial
resources  than  the  Company.

PROPRIETARY  RIGHTS  AND  LICENSING

     The  Company's  success  is  dependent,  to  a  degree,  upon  proprietary
technology.  The  Company  may  rely on a combination of copyright and trademark
laws,  trade secrets, confidentiality procedures and contractual provisions with
its  employees,  consultants  and  business  partners to protect its proprietary
rights.  The  Company  may  seek  to  protect  its  electronic  mortgage product
delivery  systems,  documentation and other written materials under trade secret
and copyright laws, which afford only limited protection.  Despite the Company's
efforts  to  protect its proprietary rights, unauthorized parties may attempt to
copy  aspects of the Company's systems or to obtain and use information that the
Company  regards as proprietary.  While the Company is not aware that any of its
systems  infringe  upon the proprietary rights of third parties, there can be no
assurance  that  third  parties  will not claim infringement by the Company with
respect  to  current  or  future products.  Certain components of the electronic
mortgage  products  delivery  system  currently  employed by the Company are not
proprietary to the Company and other competitors may acquire such components and
develop  similar  or  enhanced  systems  for the electronic delivery of mortgage
products  to  mortgage  brokers  and  borrowers.

                                       11
In  addition,  the Company relies on certain software that it licenses from
third  parties,  including  software  which  is  used  in  conjunction  with the
Company's  mortgage  products  delivery systems.  There can be no assurance that
such  firms  will  remain  in business, that they will continue to support their
products  or  that their products will otherwise continue to be available to the
Company on commercially reasonable terms.  The loss or inability to maintain any
of these software or data licenses could result in delays or cancellations in of
contracts with Net Branch operations until equivalent software can be identified
and  licensed  or developed and integrated with the Company's product offerings.
Any  such  delay or cancellation could materially adversely affect the Company's
business,  financial  condition  or  results  of  operations.

ENVIRONMENTAL  MATTERS

     The  Company has not been required to perform any investigation or clean up
activities,  nor  has it been subject to any environmental claims.  There can be
no  assurance,  however,  that  this  will  remain  the  case  in  the  future.

     In  the course of its business, the Company may acquire properties securing
loans  that  are  in default.  Although the Company primarily lends to owners of
residential  properties,  there  is a risk that the Company could be required to
investigate  and  clean up hazardous or toxic substances or chemical releases at
such  properties  after  acquisition by the Company, and may be held liable to a
governmental entity or to third parties for property damage, personal injury and
investigation  and cleanup costs incurred by such parties in connection with the
contamination.  In  addition,  the owner or former owners of a contaminated site
may  be subject to common law claims by third parties based on damages and costs
resulting  from  environmental  contamination  emanating  from  such  property.

TRADE  NAMES  AND  SERVICE  MARKS

     The  Company  will  devote  substantial  time,  effort  and  expense toward
developing name recognition and goodwill for its trade names for its operations.
The  Company intends to maintain the integrity of its trade names, service marks
and  other  proprietary  names  against  unauthorized  use  and  to  protect the
licensees'  use  against  claims  of  infringement  and unfair competition where
circumstances  warrant.  Failure to defend and protect such trade name and other
proprietary  names  and  marks  could  adversely  affect  the Company's sales of
licenses  under  such  trade  name  and  other proprietary names and marks.  The
Company  knows  of  no  current  materially  infringing  uses.

EMPLOYEES

     As  of  June  30, 2001, the Company employed a total of 175 persons. Of the
total,  30  officers  and  employees  were  employed  at the principal executive
offices  of  the  Company  in Costa Mesa, California, of whom 24 were engaged in
sales and marketing, one was in investor relations and compliance, and five were
in  finance  and administration. There were 140 employees of the AMRES branches,
of  whom  120  were  engaged  in  sales  and  marketing  and  20  in finance and
administration.  None of the Company's employees is represented by a labor union
with  respect  to  his  or  her  employment  by  the  Company.

Facilities

     Our  principal  place  of  business  is in Costa Mesa, California, where we
lease  an  approximately  6,800  square  foot  facility  for  $190,000 per annum
(subject  to  usual  and  customary  adjustments),  under  a written lease which
terminates  in  March  2003.  This  location  houses  our  corporate  finance,
administration,  and  sales and marketing functions.  ExpiDoc and the Costa Mesa
office  of  AMRES  sub-lease space at this facility from Anzaon a month-to-month
basis  for  $1,000  and  $4,000,  respectively.

                                       12
AMRES leases additional facilities: Long Beach, California (month-to-month,
$3,450 per month); Palmdale, California (month-to-month, $ 1,911 per month), and
Riverside,  California  (term  expiring  in  2003,  $2,117  per  month).

     All  branch  offices are leased in the name of its respective manager, with
lease payments made from revenues generated by that branch. The Company does not
undertake  any  liability  for  those  locations.

     We  believe that our current facilities will be adequate to meet our needs,
and  that  we will be able to obtain additional or alternative space when and as
needed  on  acceptable terms. We may also hold real estate for sale from time to
time  as  a  result  of  our  foreclosure  on  mortgage loans that may become in
default.

                                  RISK  FACTORS

In  this section we highlight some of the risks associated with our business and
operations.  Prospective  investors should carefully consider the following risk
factors  when  evaluating  an  investment  in  the  common stock offered by this
Reoffer  Prospectus.

WE  HAVE  INCURRED  SUBSTANTIAL  OPERATING LOSSES AND OUR AUDITORS HAVE ISSUED A
"GOING  CONCERN"  AUDIT  OPINION

        Our  consolidated  financial  statements  filed  with  the United States
Securities  and  Exchange  Commission  have  been prepared assuming that we will
continue  as  a  going concern, which contemplates the realization of assets and
liquidation  of  liabilities in the normal course of business. Our auditors have
expressed reservations in their audit letter for the fiscal year ended April 30,
2001  about  our  ability  to  continue  as a going concern. As discussed in our
financial  statements, we have incurred significant operating losses in our most
recent  fiscal year and have a working capital deficit and negative tangible net
worth.

YOU  MAY  BE  UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE  OUR  BUSINESSES  HAVE  EXISTED  FOR  ONLY  A  SHORT  PERIOD  OF  TIME

        We began our current operations in March 1999. As a result, we have only
a  limited  operating  history  upon  which  you  may  evaluate our business and
prospects.  In  addition,  you must consider our prospects in light of the risks
and  uncertainties  encountered by companies in an early stage of development in
new  and  rapidly  evolving markets. We had no revenues from operations prior to
the  acquisition  of  our  E-Net Mortgage and VPN subsidiaries in March 1999. In
addition,  we  had  no  significant assets or financial resources prior to these
acquisitions. The success of the our proposed plan of operation will depend to a
great  extent  on  the  operations,  financial condition and management of these
recently  acquired  subsidiaries.

     Our  ability  to  integrate  these  subsidiaries'  activities  into  our
consolidated  operations  is  uncertain.  The  success  of our operations may be
dependent  upon  numerous factors beyond our control. No person should invest in
this  offering  unless  they  can  afford  to  lose  their  entire  investment.

OUR  FUTURE  REVENUES  ARE UNPREDICTABLE AND OUR OPERATING RESULTS ARE LIKELY TO
FLUCTUATE  FROM  QUARTER  TO  QUARTER

        Our  quarterly  and annual operating results have fluctuated in the past
and  are  likely  to  fluctuate  significantly in the future due to a variety of
factors,  some of which are outside of our control. Accordingly, we believe that
period-to-period comparisons of our results of operations are not meaningful and
should  not  be  relied  upon  as indications of future performance. Some of the
factors  that could cause our quarterly or annual operating results to fluctuate
include  market  acceptance  of  our  mortgage  services  and  systems, business
development,  ability  to  originate and process mortgage loans, and competitive
pressures.

                                       13
THE  MORTGAGE  LENDING  BUSINESS IS AFFECTED BY INTEREST RATES AND OTHER FACTORS
BEYOND  OUR  CONTROL

        The  results of our operations will be affected by various factors, many
of  which  are  beyond  our  control. The results of our operations will depend,
among  other  things,  on  the level of net cash flows generated by our mortgage
assets  and the supply of and demand for mortgage loans. Our net cash flows will
vary  as  a  result of changes in interest rates, the behavior of which involves
various  risks  and  uncertainties  as  set  forth  below.  Prepayment rates and
interest  rates  depend  upon  the  nature and terms of the mortgage assets, the
geographic location of the properties securing the mortgage loans, conditions in
financial  markets,  the  fiscal  and  monetary  policies  of  the United States
government  and  the  Board  of  Governors  of  the  Federal  Reserve  System,
international  economic and financial conditions, competition and other factors,
none  of  which can be predicted with any certainty. Because interest rates will
significantly affect our activities, our operating results will depend, in large
part,  upon  our  ability  to utilize appropriate strategies to maximize returns
while  attempting  to  minimize  risks.

MORTGAGE  LOANS  ARE  SUBJECT  TO  THE  RISK OF DEFAULT BY BORROWERS AND CERTAIN
INHERENT  RISKS  RELATED  TO  REAL  ESTATE

        Mortgage  loans  are  subject  to varying degrees of risk, including the
risk  of  a  default  by  the  borrowers  on  a  mortgage  loan,  and  the added
responsibility  on  our  part of foreclosing in order to protect its investment.
The  ability  of  the  borrowers  to make payments on non-single-family mortgage
loans  is  highly  dependent  on  the  borrowers'  ability  to  manage and sell,
refinance  or otherwise dispose of the properties and will be dependent upon all
the risks generally associated with real estate investments which are beyond our
control.  We must rely on the experience and ability of the borrowers to manage,
develop  and dispose of or refinance the properties. Investing in real estate is
highly competitive and is subject to numerous inherent risks, including, without
limitation, changes in general or local economic conditions, neighborhood values
and  interest rates, limited availability of mortgage funds which may render the
sale or refinancing of the properties difficult, increases in real estate taxes,
other  operating  expenses,  the  supply  and  demand for properties of the type
involved, toxic and hazardous wastes, environmental considerations, zoning laws,
entitlements,  rent  control  laws, other governmental rules and fiscal policies
and  acts  of  God,  such  as  floods,  which  may  result  in uninsured losses.

WE  MAY  NOT  DIVERSIFY  OUR  PORTFOLIO  OF  MORTGAGE  LOANS

        Our  mortgage  loans may be obligations of a limited number of borrowers
on a limited number of properties. The lack of diversity in the type, number and
geographic location of mortgage loans made could materially increase the risk of
an  investment  in  the  Common  Stock.

IN  THE  EVENT  WE  ARE  NOT  SUCCESSFUL IN SECURITIZING MORTGAGE LOANS, WE WILL
CONTINUE  TO  BEAR THE RISKS OF BORROWER DEFAULTS AND BANKRUPTCIES, FRAUD LOSSES
AND  SPECIAL  HAZARD  LOSSES.

        We  may  acquire  and accumulate mortgage loans as part of its long-term
investment  strategy  or  until  a  sufficient  quantity  has  been acquired for
securitization  into  mortgage-backed securities. There can be no assurance that
we  will  be  successful  in securitizing mortgage loans. While holding mortgage
loans,  we will be subject to risks of borrower defaults and bankruptcies, fraud
losses  and  special  hazard  losses. In the event of any default under mortgage
loans  held  by  us, we will bear the risk of loss of principal to the extent of
any  deficiency  between  the value of the mortgage collateral and the principal
amount  of  the mortgage loan. It may not be desirable, possible or economic for
us  to complete the securitization of any or all mortgage loans which we acquire
or  fund, in which case we will continue to hold the mortgage loans and bear the
risks  of  borrower  defaults  and  special  hazard  losses.

        Mortgage  loans  invested in by us will be secured by the properties and
will  also  be a recourse obligation of the borrower. In the event of a default,
we  would  be able to look to the borrower to make up any deficiency between the
value  of  the  collateral  and  the  principal  amount  of  the  mortgage loan.

                                       14
It  is  expected  that  when we acquire mortgage loans, the sellers will
represent  and  warrant  to us that there has been no fraud or misrepresentation
with  respect  to  the  origination  of  the  mortgage  loans  and will agree to
repurchase  any  loan with respect to which there is fraud or misrepresentation.
There  can  be  no  assurance  that  we  will  be  able to obtain the repurchase
agreement  from  the sellers. Although we may have recourse to the sellers based
on  the  sellers'  representations  and warranties to us, we will be at risk for
loss  to  the  extent  the  sellers do not perform their repurchase obligations.

        We  may acquire mortgage loans from failed savings and loan associations
or  banks through United States government agencies such as the Resolution Trust
Corporation  or the Federal Deposit Insurance Corporation. These institutions do
not  provide  the  seller's  typical  representations  against  fraud  and
misrepresentation.  We  intend  to  acquire third party insurance, to the extent
that  it is available at a reasonable price, for such risks. In the event we are
unable to acquire such insurance, we would be relying solely on the value of the
collateral  underlying  the mortgage loans. Accordingly, we will be subject to a
greater  risk  of  loss  on  obligations  purchased  from  these  institutions.

        Since April, 1999, our growth in originating loans has been significant.
In  light of this growth, our historical financial performance may be of limited
relevance  in  predicting  future performance. Also, the loans we originate have
been  outstanding  for  a  relatively  short  period  of time. Consequently, our
delinquency and loss experience to date may not be indicative of future results.
It  is  unlikely we will be able to maintain delinquency and loan loss ratios at
their present levels to the extent that our loan portfolio becomes more seasoned
and  are  not  resold  by  us.

TO  THE  EXTENT  THAT  WE  ARE  UNABLE TO MAINTAIN AN ADEQUATE WAREHOUSE LINE OF
CREDIT,  WE  MAY  HAVE  TO  CURTAIL  LOAN  ORIGINATION AND PURCHASING ACTIVITIES

        We  rely significantly upon our access to warehouse credit facilities in
order  to  fund  new  originations and purchases. We have a $1,000,000 warehouse
line  of  credit  with  FirstPlus Bank and a $1,000,000 warehouse line of credit
with  First  Collateral  Services. We expect to be able to maintain its existing
warehouse  line  of credit (or to obtain replacement or additional financing) as
the  current arrangements expire or become fully utilized; however, there can be
no  assurance  that  such financing will be obtainable on favorable terms, if at
all.  To  the  extent  we  are  unable to maintain an adequate warehouse line of
credit, we may have to curtail loan origination and purchasing activities, which
could  have a material adverse effect on our operations and financial condition.

VARIATIONS  IN  MORTGAGE  PREPAYMENTS  MAY  CAUSE  CHANGES IN OUR NET CASH FLOWS

        Mortgage  prepayment  rates vary from time to time and may cause changes
in  the  amount of our net cash flows. To the extent that prepayments occur, the
yield  on  our  mortgage  loans would be affected as well as our net cash flows.
Prepayments  of  adjustable-rate  mortgage  loans  included  in  or  underlying
mortgage-backed  securities  generally  increase  when  then-current  mortgage
interest  rates  fall  below the interest rates on such adjustable-rate mortgage
loans.  Conversely,  prepayments  of such mortgage loans generally decrease when
then-current  mortgage  interest  rates exceed the interest rate on the mortgage
loans  included  in  or  underlying  such mortgage-backed securities. Prepayment
experience  also  may  be  affected by the geographic location of the properties
securing  the  mortgage  loans  included  in  or  underlying  mortgage-backed
securities, the assumability of such mortgage loans, the ability of the borrower
to convert to a fixed-rate loan, conditions in the housing and financial markets
and  general  economic  conditions.

OUR  PORTFOLIO  OF  MORTGAGE  LOANS  MAY  INCLUDE  PRIVATELY ISSUED PASS-THROUGH
CERTIFICATES  WHICH ARE TYPICALLY NOT GUARANTEED BY THE UNITED STATES GOVERNMENT

        We  may  include  privately  issued  pass-through certificates backed by
pools of adjustable-rate single family and multi-family mortgage loans and other
real estate-backed mortgage loans in its investment portfolio. Because principal
and  interest  payments  on  privately  issued  pass-through  certificates  are
typically  not  guaranteed  by  the United States government or an agency of the
United  States  government, such securities generally are structured with one or
more  types  of  credit  enhancement.  Such  forms  of  credit  enhancement  are
structured  to  provide  protection  against  risk of loss due to default on the
underlying  mortgage  loan, or bankruptcy, fraud and special hazard losses, such
as  earthquakes.  Typically, third parties insure against these types of losses,
and  we  would  be  dependent  upon  the  credit  worthiness  of the insurer for
credit-rating,  claims  paying  ability  of  the  insurer  and  timeliness  of
reimbursement  in  the  event  of  a  default  on  the  underlying  obligations.
Furthermore,  the  insurance  coverage for various types of losses is limited in
amount,  and  losses  in  excess  of the limitation would be our responsibility.

                                       15
We  may also purchase mortgage loans issued by GNMA, FNMA or FHLMC. Each
of these entities provides guarantees against risk of loss for securities issued
by  it. In the case of GNMA, the timely payment of principal and interest on its
certificates  is  guaranteed  by  the full faith and credit of the United States
government. FNMA guarantees the scheduled payments of interest and principal and
the  full  principal amount of any mortgage loan foreclosed or liquidated on its
obligations.  FHLMC  guarantees  the  timely  payment  of  interest and ultimate
collection  of  principal on its obligations, while with respect to certificates
issued by FNMA and FHLMC, payment of principal and interest of such certificates
are  guaranteed  only  by  the  respective  entity and not by the full faith and
credit  of  the  United  States  government.

WE  ARE  DEPENDENT UPON INDEPENDENT MORTGAGE BROKERS AND OTHERS, NONE OF WHOM IS
CONTRACTUALLY  OBLIGATED  TO  DO  BUSINESS  WITH  US

        We  depend  in  part  on  independent  mortgage  brokers,  financial
institutions,  realtors(R)  and  mortgage  bankers  for  our  originations  and
purchases  of  mortgage  loans.  Our  competitors  also  seek  to  establish
relationships  with  such  independent mortgage brokers, financial institutions,
realtors(R)  and  mortgage  bankers,  none of whom is contractually obligated to
continue  to do business with us. In addition, we expect the volume of wholesale
loans  that  it  originates  and  purchases  to increase. Our future results may
become  more  exposed  to  fluctuations  in the volume and cost of its wholesale
loans  resulting  from competition from other originators and purchasers of such
loans,  market  conditions  and  other  factors.

WE  WILL HAVE LITTLE CONTROL OVER THE OPERATIONS OF THE PASS-THROUGH ENTITIES IN
WHICH  WE  MAY  PURCHASE  INTERESTS

        If  we  purchase  interests  in  various  pass-through entities, it will
itself  be  in  the position of a "holder" of shares of such entities including,
real  estate  investment  trusts,  other  trusts or partnerships, or a holder of
other types of pass-through interests. Therefore, we will be relying exclusively
on the management capabilities of the general partners, managers and trustees of
those entities for the management and investment decisions made on their behalf.
In  particular,  except  for  voting  rights on certain matters, we will have no
control  over  the operations of the pass-through entities in which it purchases
interests,  including  all  matters  relating  to  the  operation,  management,
investment  decisions, income and expenses of such entities, including decisions
with respect to actions to be taken to collect amounts owed to such entities. If
such managers, trustees or general partners take actions or make decisions which
are  adverse to a pass-through entity or us, it may not be cost-efficient for us
to  challenge  such  actions  or  decisions.

     Moreover,  we  do not become a substituted owner of such interests, we will
not  have  the  right  to vote on matters on which other interest owners in such
entities  have  a  right  to  vote  or otherwise challenge management decisions.
Finally,  should  any  of such managers, trustees or general partners experience
financial  difficulties for any reason, the entities in which we invest could be
adversely  affected,  thereby  adversely affecting the value of our investments.

                                       16
BORROWERS  MAY  NOT  HAVE  SUFFICIENT  ASSETS TO PAY OFF THE BALLOON PAYMENTS AT
MATURITY

        Mortgage  loans,  other  than  those  representing  mortgage  loans  on
single-family  residential,  may  represent  "balloon" obligations, requiring no
payments of principal over the term of the indebtedness with a "balloon" payment
of  all  of  the  principal  due  at  maturity. "Balloon" payments will probably
require  a  sale  or  refinancing  of  properties  at  the time they are due. No
assurance can be given that the borrowers will have sufficient assets to pay off
the  indebtedness  when due, or that sufficient liquidity will be generated from
the  disposition or refinancing of the properties to enable the owner to pay the
principal  or  interest  due  on  such  mortgage  loans.

UPON FORECLOSURE OF A PROPERTY, WE MAY HAVE DIFFICULTY IN FINDING A PURCHASER OR
MAY  HAVE  TO  SELL  THE  PROPERTY  AT  A  LOSS

        If  a  mortgaged  property  is  not  sold  by  the  maturity date of the
underlying  mortgage  loan,  the  borrower  may  have  difficulty  in paying the
outstanding  balance  of  such  mortgage  loan  and  may  have  to refinance the
property.  The  borrower  may  also  experience  difficulty  in  refinancing the
property  if  that  becomes  necessary  due to unfavorable interest rates or the
unavailability  of  credit.

        If  any  amounts  under  a  mortgage  loan are not paid when due, we may
foreclose  upon  the  property  of  the borrower. In the event of such a default
which  requires us to foreclose upon a property or otherwise pursue its remedies
in  order  to protect the our investment, we will seek to obtain a purchaser for
the  property  upon  such  terms as we deem reasonable. However, there can be no
assurance that the amount realized upon any such sale of the underlying property
will  result  in financial profit or prevent loss to us. In addition, because of
potential  adverse  changes in the real estate market, locally or nationally, we
may  be  forced to own and maintain the property for a period of time to protect
the  value  of  its investment. In that event, we may not be able to receive any
cash  flow  from such mortgage loan and we would be required to pay such sums as
may  be  necessary  to  maintain  and  manage  the  property.

WE  MAY BE REQUIRED TO INVESTIGATE AND CLEAN UP HAZARDOUS OR TOXIC SUBSTANCES OF
PROPERTIES  SECURING  LOANS  THAT  ARE  IN  DEFAULT

        We  have  not  been  required  to  perform any investigation or clean up
activities,  nor  have we been subject to any environmental claims. There can be
no  assurance,  however,  that  this  will  remain  the  case  in  the  future.

        In  the  course of our business, we have acquired and may acquire in the
future properties securing loans that are in default. Although we primarily lend
to  owners  of residential properties, there is a risk that we could be required
to  investigate  and clean up hazardous or toxic substances or chemical releases
at  such  properties after acquisition, and may be held liable to a governmental
entity  or  to  third  parties  for  property  damage,  personal  injury  and
investigation  and cleanup costs incurred by such parties in connection with the
contamination.  In  addition,  the owner or former owners of a contaminated site
may  be  subject  to  common law claims by third pies based on damages and costs
resulting  from  environmental  contamination  emanating  from  such  property.

THE AMOUNT OF INTEREST CHARGED TO A BORROWER IS SUBJECT TO COMPLIANCE WITH STATE
USURY  LAWS

        The  amount  of interest payable by a borrower to us may exceed the rate
of interest permitted under the California Usury Law and the usury laws of other
states.  Although  we  do  not  intend  to make or invest in mortgage loans with
usurious  interest rates, there are uncertainties in determining the legality of
interest  rates.  Such limitations, if applicable, may decrease the yield on our
investments.

        With  respect  to  the  interest  rate charged by us to borrowers in the
State  of  California,  we will be relying upon the exemption from its usury law
which  provides  that  loans that are made or arranged by a licensed real estate
broker  and  which  are  secured  by a lien on real property are exempt from the
usury law. We intend to use licensed real estate brokers to arrange the mortgage
loans  so  that  no  violation  of  the  applicable  usury law would take place.
Additionally,  if  any  employee  or  director  of ours or our subsidiaries is a
licensed  real  estate broker in the State of California, we may use such person
to  arrange  all  or  a  portion  of the mortgage loans to qualify for the usury
exemption.

                                       17
The  consequences  for  failing  to  abide  by  the  usury  law  include
forfeiture  of  all interest payable on the loan, treble damages with respect to
excessive  interest  actually  paid,  and  criminal  penalties.  We believe that
because of the applicable exemptions and the provisions of California Civil Code
1917.005  exempting  lenders who originate loan transactions from the California
usury laws, no violation of the California Usury Law will occur. We will attempt
to  rely  on  similar  exemptions  in  other states if necessary but there is no
guarantee  that  it  will  be able to do so. IF A BORROWER ENTERS BANKRUPTCY, AN

AUTOMATIC  STAY  WILL PREVENT US OR ANY TRUSTEE FROM FORECLOSING ON THE PROPERTY
SECURING  SUCH  BORROWER'S  LOAN  UNTIL  RELIEF  FROM  THE  STAY  CAN BE SOUGHT.

        If a borrower enters bankruptcy, either voluntarily or involuntarily, an
automatic  stay  of  all proceedings against the borrower's property will issue.
This  stay  will  prevent  the  Company  or  any trustee from foreclosing on the
property  securing such borrower's loan until relief from the stay can be sought
from  the  bankruptcy  court. No guaranty can be given that the bankruptcy court
will  lift  the  stay,  and  significant legal fees and costs may be incurred in
attempting  to  obtain  such  relief.

WE FACE COMPETITION IN THE ACQUISITION OF MORTGAGE LOANS FROM COMPETITORS HAVING
GREATER  FINANCIAL  RESOURCES

        We  will  face  intense  competition in the origination, acquisition and
liquidation  of its mortgage loans. Such competition can be expected from banks,
savings  and  loan associations and other entities, including REITs. Many of our
competitors  have  greater  financial  resources  than  ours.

THE  MARKET  PRICE  OF  OUR COMMON STOCK MAY EXPERIENCE FLUCTUATION UNRELATED TO
OPERATING  PERFORMANCE,  INCLUDING  FUTURE  PRIVATE  OR  PUBLIC OFFERINGS OF OUR
CAPITAL  STOCK

        The  market  price  of our Common Stock may experience fluctuations that
are  unrelated  to  our  operating  performance. In particular, the price of the
Common  Stock  may  be  affected  by  general  market price movements as well as
developments  specifically related to the mortgage industry such as, among other
things,  interest  rate  movements.  In  addition,  our  operating  income  on a
quarterly basis is significantly dependent upon the successful completion of our
loan  sales in the market, and our inability to complete these transactions in a
particular  quarter  may  have  a  material  adverse  impact  on  our results of
operations for that quarter and could, therefore, negatively impact the price of
the  Common  Stock.

        We  may  increase  our  capital  by  making additional private or public
offerings  of  its  Common  Stock, securities convertible into its Common Stock,
preferred  stock  or  debt  securities.  The  actual or perceived effect of such
offerings,  the  timing of which cannot be predicted, may be the dilution of the
book  value  or  earnings  per  share of the Common Stock outstanding, which may
result  in  the reduction of the market price of the Common Stock and affect our
ability  to  access  the  capital  markets.

BECAUSE  OF  INTENSE  COMPETITION  FOR  SKILLED PERSONNEL, WE MAY NOT BE ABLE TO
RECRUIT  OR  RETAIN  NECESSARY  PERSONNEL  ON  A  COST-EFFECTIVE  BASIS

        Our  future  success  will  depend  in  large  part  upon our ability to
identify,  hire,  retain  and  motivate  highly  skilled  employees.  We plan to
significantly  increase the number of our marketing, sales, customer support and
operations  employees to effectively serve the evolving needs of our present and
future  customers.  Competition  for highly skilled employees in our industry is
intense.  In  addition, employees may leave our company and subsequently compete
against  us.  Our  failure to attract and retain these qualified employees could
significantly  harm  our  business.  The  loss  of  the  services  of any of our
qualified  employees,  the inability to attract or retain qualified personnel in
the  future  or delays in hiring required personnel could hinder the development
and  introduction  of new and enhanced products and harm our ability to sell our
products.  Moreover,  companies in our industry whose employees accept positions
with  competitors frequently claim that their competitors have engaged in unfair
hiring  practices.  We may be subject to such claims in the future as we seek to
hire  qualified  personnel,  some  of  whom  may  currently  be  working for our
competitors.  Some  of  these claims may result in material litigation. We could
incur  substantial costs in defending ourselves against these claims, regardless
of  their  merits.

                                       18
THE  LOSS  OF  ANY  OF  OUR  KEY PERSONNEL COULD SIGNIFICANTLY HARM OUR BUSINESS

        Our  success  depends  to  a  significant  degree  upon  the  continuing
contributions  of  our key management, technical, marketing and sales employees.
The  loss  of  the  services  of  any  key employee could significantly harm our
business,  financial  condition  and  results  of  operations.  There  can be no
assurance  that  we will be successful in retaining our key employees or that we
can  attract  or  retain  additional  skilled  personnel as required. Failure to
retain  key personnel could significantly harm our business, financial condition
and  results  of  operations.

OUR  FAILURE  TO  PROTECT  OUR  INTELLECTUAL PROPERTY MAY SIGNIFICANTLY HARM OUR
BUSINESS

        Our  future success and ability to compete is dependent, in part, on our
proprietary  technology. We rely on a combination of trade secret, copyright and
trademark laws to establish and protect our proprietary rights. To date, we have
relied  primarily  on  proprietary  processes  and  know-how  to  protect  our
intellectual  property.

     We  also generally enter into confidentiality agreements with our employees
and  consultants,  strictly  limit access to and distribution of our source code
and  further  limit the disclosure and use of our other proprietary information.
However,  these  agreements  provide only limited protection of our intellectual
property  rights.  In  addition,  we  may  not have signed agreements containing
adequate  protective  provisions  in  every case, and the contractual provisions
that  are  in  place  and  the  protection  they provide may not provide us with
adequate  protection  in  all circumstances. Any infringement of our proprietary
rights  could  result  in  significant  litigation  costs,  and  any  failure to
adequately  protect  our  proprietary  rights  could  result  in our competitors
offering  similar  products,  potentially  resulting  in  loss  of a competitive
advantage and decreased revenues. Despite our efforts to protect our proprietary
rights,  existing  trade  secret,  copyright  and  trademark laws afford us only
limited  protection.  In  addition,  the  laws  of some foreign countries do not
protect  our  proprietary rights to the same extent as do the laws of the United
States.  Others  may attempt to copy or reverse engineer aspects of our products
or  to  obtain  and  use  information  that  we  regard  as  proprietary.
Accordingly,  we may not be able to prevent misappropriation of our technologies
or  to  deter others from developing similar technologies. Further, policing the
unauthorized  use  of  our products is difficult. Litigation may be necessary in
the  future  to  enforce  our  intellectual  property rights or to determine the
validity  and  scope  of the proprietary rights of others. This litigation could
result  in  substantial costs and diversion of resources and could significantly
harm  our  business.

CLAIMS THAT WE INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS COULD RESULT IN
SIGNIFICANT  EXPENSES  OR  RESTRICTIONS  ON  OUR  ABILITY  TO  SELL OUR PRODUCTS

        From time to time, other parties may assert patent, copyright, trademark
and  other  intellectual  property  rights  to  technologies  and  in  various
jurisdictions  that are important to our business. Any claims asserting that our
products  infringe  or  may  infringe  proprietary  rights  of third parties, if
determined  adversely  to us, could significantly harm our business. Any claims,
with  or  without  merit,  could be time-consuming, result in costly litigation,
divert  the  efforts  of  our  technical and management personnel, cause product
shipment delays or require us to enter into royalty or licensing agreements, any
of which could significantly harm our business. Royalty or licensing agreements,
if  required,  may not be available on terms acceptable to us, if at all. In the
event a claim against us was successful and we could not obtain a license to the
relevant  technology  on  acceptable terms or license a substitute technology or
redesign  our  products  to  avoid  infringement,  our business would be harmed.

                                       19
ANY  ACQUISITIONS THAT WE MAY UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT
OUR  BUSINESS,  DILUTE  SHAREHOLDER  VALUE  AND SIGNIFICANTLY HARM OUR OPERATING
RESULTS

        We  expect  to  review  opportunities  to  buy  other  businesses  or
technologies  that  would complement our current products, expand the breadth of
our  markets  or enhance our technical capabilities, or that may otherwise offer
growth  opportunities.  While  we  have  no  current  agreements or negotiations
underway,  we  may buy businesses, products or technologies in the future. If we
make  any  future  acquisitions, we could issue stock that would dilute existing
stockholders'  percentage ownership, incur substantial debt or assume contingent
liabilities.  We  have  no  experience  in  acquiring  other  businesses  and
technologies.  Potential  acquisitions  also  involve numerous risks, including:

-  problems  assimilating  the  purchased  operations, technologies or products;

-  unanticipated  costs  associated  with  the  acquisition;

-  diversion  of  management's  attention  from  our  core  business;

-  adverse  effects  on  existing  business  relationships  with  suppliers  and
   customers;

-  risks  associated  with entering markets in which we have no or limited prior
   experience;  and

-  potential  loss  of  the  purchased  organization's or our own key employees.

        We  cannot assure you that we would be successful in overcoming problems
encountered  in  connection  with  such acquisitions, and our inability to do so
could  significantly  harm  our  business.

OUR  HEADQUARTERS  AND  MANY  OF  OUR  CUSTOMERS ARE LOCATED IN CALIFORNIA WHERE
NATURAL  DISASTERS  MAY  OCCUR

        Currently, our corporate headquarters, many of the borrowers for whom we
provide  mortgages  are  located in California. California historically has been
vulnerable  to natural disasters and other risks, such as earthquakes, fires and
floods, which at times have disrupted the local economy and posed physical risks
to  our  property. We presently do not have redundant, multiple site capacity in
the  event  of a natural disaster. In the event of such a disaster, our business
would  suffer.

OUR  EXECUTIVE  OFFICERS,  DIRECTORS,  5%  OR  GREATER STOCKHOLDERS AND ENTITIES
AFFILIATED WITH THEM WILL CONTINUE TO OWN A LARGE PERCENTAGE OF OUR VOTING STOCK
AFTER  THIS OFFERING, WHICH WILL ALLOW THEM TO CONTROL SUBSTANTIALLY ALL MATTERS
REQUIRING  STOCKHOLDER  APPROVAL

        Our  executive  officers,  directors,  5%  or  greater  stockholders and
entities  affiliated  with  them  beneficially  own  in  excess  of  60%  of our
outstanding  shares  of  common  stock. These stockholders, acting together, are
able  to  elect at least a majority of our board of directors and to control all
other  matters  requiring  approval  by  stockholders, including the approval of
mergers  or  other business combination transactions, going private transactions
and  other  extraordinary  transactions,  and  the  terms  of  any  of  these
transactions.  This concentration of ownership could have the effect of delaying
or  preventing  a  change  in  our control or otherwise discouraging a potential
acquirer  from  attempting  to obtain control of us, which in turn could have an
adverse  effect  on  the  market  price  of  our  common  stock  or  prevent our
stockholders  from realizing a premium over the market price for their shares of
common  stock.

                                       20
THE  SALE  OF  A  SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC
MARKET  AFTER  THIS  OFFERING  MAY  DEPRESS  THE  MARKET  PRICE  OF  OUR  STOCK

        Sales  of  substantial  amounts of our common stock in the public market
due to this offering, or the perception that substantial sales may be made could
cause  the  market  price  of  our  common  stock to decline. In addition to the
adverse effect a price decline could have on holders of our common stock, such a
decline would likely impede our ability to raise capital through the issuance of
additional  equity  securities.

        Certain outstanding shares of our Common Stock presently outstanding are
"restricted  securities"  and  under  certain circumstances may in the future be
sold in compliance with Rule 144 or Rule 701 adopted under the Securities Act of
1933, as amended, or some other exemption from registration under the Securities
Act  of  1933.  Future sales of those shares if sold under Rule 144, Rule 701 or
other exemption could depress the market price of the Common Stock in the public
market.  However, there can be no assurance that Rule 144, Rule 701 or any other
specific  exemption  may  be  available  in  the  future.

CERTAIN  "PENNY  STOCK"  REGULATIONS  MAY  APPLY  TO  OUR  COMMON  STOCK

        As  of  the  date  of  the prospectus, our stock is considered so-called
"penny  stock."  The  so  called "penny stock" low-priced securities regulations
could  affect  the resale of our stock. These regulations require broker-dealers
to  disclose  the risk associated with buying penny stocks and to disclose their
compensation  for  selling  the  stock.

     They  may  have the effect of reducing the level of trading activity in the
secondary  market  for  the  Common  Stock.

FORWARD-LOOKING  STATEMENTS  ARE  INHERENTLY  UNCERTAIN

        Some statements under the captions "The Company" and " "Risk Factors and
elsewhere  in  this  prospectus  are  forward-looking  statements.  These
forward-looking statements include, but are not limited to, statements about our
industry,  plans, objectives, expectations, intentions and assumptions and other
statements  contained in the prospectus that are not historical facts. When used
in  this  prospectus,  the  words  "expect,"  "anticipate,"  "intend,"  "plan,"
"believe,"  "seek," "estimate" and similar expressions are generally intended to
identify  forward-looking  statements.  Because these forward-looking statements
involve  risks  and  uncertainties,  including  those  described  in  this "Risk
Factors"  section,  actual results may differ materially from those expressed or
implied  by  these  forward-looking  statements.  We  do not intend to update or
revise  any  forward-looking statements, whether as a result of new information,
future  events  or otherwise. Market data and forecasts used in this prospectus,
have  been obtained from independent industry sources. Although we believe these
sources  are  reliable,  we  do  not  guarantee the accuracy and completeness of
historical  data  obtained  from  these  sources  and  we have not independently
verified  these  data.  Forecasts and other forward-looking information obtained
from  these  sources  are  subject to the same qualifications and the additional
uncertainties  accompanying  any  estimates  of  future  market  size.

                                 USE  OF  PROCEEDS

        Anza will not  receive  any  of  the proceeds form the sale of shares of
common  stock  by  the  Selling  Shareholders.

                              SELLING  SHAREHOLDERS

        Our Shares to which this Reoffer Prospectus relates are being registered
for  reoffers  and  resales by the Selling Shareholders, who acquired the Shares
pursuant  to  a compensatory benefit plan with Anzafor employment and consulting
services  they  provided  to  E-Net.  The Selling Shareholders may resell all, a
portion  or  none  of  such  Shares  from  time  to  time.

                                       21
The  table  below  sets  forth with respect to the Selling Shareholders,
based  upon  information  available  to us as of January 21, 2002, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number  and  percent  of outstanding Shares that will be owned after the sale of
the  registered  Shares  assuming  the  sale  of  all  of the registered Shares.

               Number  of      Number of Shares     Number          Percentage
                                                                    of Shares
 Selling       Shares  Owned   Registered By       Of Shares         Owned By
                                                                   Shareholders
Shareholders   Before  Sale    Prospectus         To Be Sold        After Sale
------------   -------------   ----------         -----------      ------------
Karen  Conway        0           25,000             25,000             0%
-------------        -           ------             ------             --
Ted  Hulbush         0           50,000             50,000             0%
------------         -           ------             ------             --
Securities
Compliance
Control, LLC         0           25,000             25,000             0%
------------         -           ------             ------             --
Jerome  Limonta      0          100,000            100,000             0%
---------------      -          -------            -------             --
Myers  Group         0          100,000            100,000             0%
------------         -          -------            -------             --
David  Villarreal   165,000     400,000            400,000             0%
-----------------   -------     -------            -------             --
Jonathan  Small      0           50,000             50,000             0%
---------------      -           ------             ------             --
William  Kroske     50,000      100,000            100,000             0%
---------------     ------      -------            -------             --
David  Griffith     125,000      25,000             25,000             0%
---------------     -------      ------             ------             --
Brian  Lebrecht     50,000       75,000             75,000             0%
---------------     ------       ------             ------             --
Investors  Advocate  0           50,000             50,000             0%
-------------------  -           ------             ------             --

TOTALS:             365,000   1,000,000          1,000,000
                    -------   ---------          ---------

                              PLAN  OF  DISTRIBUTION

        The Selling Shareholders may sell the Shares for value from time to time
under  this  Reoffer  Prospectus  on  one  or  more  transactions  on  the
Over-the-Counter  Bulletin  Board  maintained by Nasdaq, or other exchange, in a
negotiated  transaction  or  in a combination of such methods of sale, at market
prices  prevailing  at  the  time  of sale, at prices related to such prevailing
market  prices or at prices otherwise negotiated. Such sales shall be compliance
with  all  of  the requirements of Rule 144. The Selling Shareholders may effect
such  transactions  by selling the Shares to or through broker-dealers, and such
broker-dealers  may  receive compensation in the form of underwriting discounts,
concessions  or  commissions from the Selling Shareholders and/or the purchasers
of  the Shares for whom such broker-dealers may act as agent (which compensation
may  be  less  than  or  in  excess  of  customary  commissions).

        The  Selling Shareholders and any broker-dealers that participate in the
distribution  of the Shares may be deemed to be "underwriters within the meaning
of  Section  2(11) of the 1933 Act, and any commissions received by them and any
profit  on  the  resale  of  the  Shares  owned  by  them  may  be  deemed to be
underwriting discounts and commissions under the 1933 Act. All selling and other
expenses  incurred  by  the  Selling  Shareholders  will be borne by the Selling
Shareholders.

        There is no assurance that the Selling Shareholders will sell all or any
portion  of the Shares offered. We will pay all expenses in connection with this
offering  and  will  not  receive  any  proceeds  from sale of any shares by the
Selling  Shareholders.

                                  LEGAL  MATTERS

        The  validity of the Common Stock offered hereby will be passed upon for
us  by Law Office of David M. Griffith, a Professional Corporation, our counsel.
Mr.  Griffith  is  the  beneficial  owner of 125,000 shares of our Common Stock.

                                       22
PART  II

             INFORMATION  NOT  REQUIRED  IN  THE  REGISTRATION  STATEMENT

ITEM  8.  EXHIBITS.

4.     2000  Employee  Stock  Compensation  Program,  as  amended.*

4.4    Specimen  Share  Certificate.*

5.     Opinion  of  the  Law  Office  of  David  M.  Griffith,  a  Professional
       Corporation, as to the validity of the securities registered  hereunder.

23.1.  Consent  of  the  Law  Office  of  David  M.  Griffith, a Professional
       Corporation (set  forth  in  the  opinion  filed  as  Exhibit  5  to
       this Registration Statement).

23.2.  Consent  of  McKennon  Wilson  &  Morgan  LLP.*
_______________
*  Previously  filed.

                                   SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act  of  1933, the
Registrant  has  duly caused this Post-Effective Amendment No. 1 to Registration
Statement  to  be  signed on its behalf by the undersigned, in the City of Costa
Mesa,  State  of  California  on  January  21,  2002.

                                            By:  /s/  VINCENT  RINEHART
                                                 -------------------------------
                                                 VINCENT  RINEHART
                                                 President  and  Chief
                                                 Executive  Officer

        In  accordance with the requirements of the Securities Act of 1933, this
Post-Effective  Amendment  No.  1  to  Registration  Statement was signed by the
following  persons  in  the  capacities  and  on  the  dates  indicated.

SIGNATURE                        TITLE                                 DATE

/s/  SCOTT  PRESTA              Director                        January 21, 2002
---------------------
SCOTT  PRESTA

/s/  VINCENT  RINEHART          Chairman of the Board,          January 21, 2002
-----------------------         Chief  Executive  Officer,
VINCENT  RINEHART               President  and  Acting
                                Chief Financial  Officer
                                (Principal Executive  and
                                Accounting  Officer)

                                       23
EXHIBIT  INDEX

EXHIBIT
NUMBER        DESCRIPTION

4.            2000  Employee  Stock  Compensation  Program,  as  amended.*

4.4           Specimen  Share  Certificate.*

5.            Opinion  of  the  Law  Office of David M. Griffith, a Professional
              Corporation,  as  to  the  validity  of  the  securities
              registered  hereunder.

23.1.         Consent  of  the  Law  Office of David M. Griffith, a Professional
              Corporation  (set  forth in the opinion filed as Exhibit 5 to this
              Registration  Statement).

23.2.         Consent  of  McKennon  Wilson  &  Morgan  LLP*

-----------------------------------
*  Previously  filed.

                                       24
EXHIBIT 5

LAW  OFFICE  OF  DAVID  M.  GRIFFITH,
A  PROFESSIONAL  CORPORATION
ONE  WORLD  TRADE  CENTER,  SUITE  800
LONG  BEACH,  CA  90831-0800
TELEPHONE:   562-983-8017
FACSIMILE:   562-983-8122

January  21,  2002

AnzaFinancial  Corporation
3200  Bristol  Street,  Suite  710
Costa  Mesa,  CA  92626

RE:    Anza  Capital,  Inc.  -  Post-Effective  Amendment  No. 1 to Registration
       Statement  and  Reoffer  Prospectus  on  Form  S-8

Ladies  &  Gentlemen:

        This  office  represents  Anza  Capital, Inc., a Nevada corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, as amended by Post-Effective Amendment No.
1  thereto  (the "Registration Statement"), which relates to the resale of up to
1,000,000  shares  by  Myers  Group,  David Villarreal, Brian Lebrect, Investors
Advocate,  William  Kroske,  Jonathan Small, David Griffith, Jerome Limonta, Ted
Hulbush,  Securities Compliance Control, LLC, and Karen Conway and other unnamed
future  shareholders  (collectively,  the  "Selling Shareholders") in accordance
with  various  legal services, employment, and consulting agreements between the
Registrant  and  the  Selling  Shareholders  (the  "Registered  Securities"). In
connection  with  our  representation,  we  have  examined  such  documents  and
undertaken  such  further  inquiry  as  we  consider necessary for rendering the
opinion  hereinafter  set  forth.

        Based  upon  the  foregoing,  it  is  our  opinion  that  the Registered
Securities,  when  issued  as  set  forth in the Registration Statement, will be
legally  issued,  fully  paid  and  nonassessable.

        We acknowledge that we are referred to under the heading "Legal Matters"
in  the  Reoffer  Prospectus  which  is  a  part  of  the  Registrant's Form S-8
Registration  Statement  relating  to  the  Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of  this  opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.

Sincerely,

/s/  DAVID  M.  GRIFFITH
Law  Office  of  David  M.  Griffith,
a  Professional  Corporation

                                       25