SCHEDULE 14C INFORMATION

                 INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
           OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.    )


Check  the  appropriate  box:

[_]  Preliminary Information Statement
[_]  Confidential, for Use of the Commission Only (as permitted by Rule
     14c-5(d)(2))
[X]  Definitive Information Statement


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


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required
[_]  Fee computed on table below per Exchange Act Rules 14c-5(g) and O-11

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          pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

     4)   Proposed maximum aggregate value of transaction:

     5)   Total fee paid:

[_]  Fee paid previously with preliminary materials.
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     O-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1)   Amount Previously Paid:

     2)   Form Schedule or Registration Statement No.:

     3)   Filing Party:

     4)   Date Filed:



                               ANZA CAPITAL, INC.
                         3200 BRISTOL STREET, SUITE 700
                              COSTA MESA, CA  92626


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON NOVEMBER 8, 2004



TO  OUR  SHAREHOLDERS:

     You  are cordially invited to attend the Annual Meeting of the Shareholders
of Anza Capital, Inc. (the "Company") to be held on November 8, 2004 at 2:00 PM,
Pacific Standard Time, at the New York-New York Hotel and Casino, 3790 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, to consider and act upon the following
proposals,  as  described  in  the  accompanying  Information  Statement:

     1.   To  re-elect the existing sole director to serve until the next Annual
          Meeting  of Shareholders and thereafter until his successor is elected
          and  qualified;

     2.   To  ratify  the appointment of Singer Lewak Greenbaum & Goldstein LLP,
          as  independent  auditors  of  the  Company for the fiscal year ending
          April  30,  2005;

     3.   To  transact  such  other  business  as  may  properly come before the
          meeting  or  any  adjournments  thereof.

     The foregoing items of business are more fully described in the Information
Statement  accompanying this Notice.  The Board of Directors has fixed the close
of  business on September 28, 2004, as the record date for Shareholders entitled
to notice of and to vote at this meeting and any adjournments thereof.


                                     By Order of the Board of Directors

                                     /s/  Vincent Rinehart

                                     Vincent Rinehart, President

October 8, 2004
Costa Mesa, California


                                        2

                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY

                              INFORMATION STATEMENT

                                  INTRODUCTION

     This  information  statement  is  being  mailed  or  otherwise furnished to
stockholders  of  Anza  Capital,  Inc.,  a Nevada corporation (the "Company") in
connection  with  the  upcoming  annual  meeting  of  its  shareholders.  This
Information  Statement  is  being first sent to stockholders on or about October
15,  2004.

PROPOSALS

     The  following  proposals  are  being  presented  at  the  meeting  (the
"Proposals"):

     1.   To  re-elect the existing sole director to serve until the next Annual
          Meeting  of Shareholders and thereafter until his successor is elected
          and  qualified;

     2.   To  ratify  the appointment of Singer Lewak Greenbaum & Goldstein LLP,
          as  independent  auditors  of  the  Company for the fiscal year ending
          April  30,  2005;

     3.   To  transact  such  other  business  as  may  properly come before the
          meeting  or  any  adjournments  thereof.

VOTE  REQUIRED

     The  vote  which  is  required  to  approve  the  above  Proposals  is  the
affirmative  vote  of  the  holders of a majority of the Company's voting stock.
Each  holder  of  common  stock is entitled to one (1) vote for each share held.
The holders of Series D Convertible Preferred Stock are entitled to 126.81 votes
per  share, and the holders of Series F Convertible Preferred Stock are entitled
to  100 votes per share.  The holders of Series G Convertible Preferred Stock do
not  have  voting  rights.

     The  record  date  for  purposes  of  determining the number of outstanding
shares of voting stock of the Company, and for determining stockholders entitled
to  vote,  is  the  close of business on September 28, 2004 (the "Record Date").
The  Board  of  Directors  of  the  Company adopted the resolution approving and
recommending  each  of  the  Proposals  on September 26, 2004.  As of the Record
Date,  the  Company  had  outstanding  5,358,846 shares of common stock, 8,201.5
shares  of  Series  D  Convertible  Preferred  Stock,  18,800 shares of Series F
Convertible  Preferred  Stock,  and  500,000  shares  of  Series  G  Convertible
Preferred  Stock.  Holders  of  the  shares  have  no  preemptive  rights.  All
outstanding shares are fully paid and nonassessable.  The transfer agent for the
common stock is Securities Transfer Corporation, 2591 Dallas Parkway, Suite 102,
Frisco,  Texas  75034,  telephone  (469)  633-0101.

VOTE OBTAINED - SECTION 78.320 NEVADA REVISED STATUTES

     Section  78.320  of the Nevada Revised Statutes (the "Nevada Law") provides
that  the  written  consent  of  the holders of the outstanding shares of voting
stock, having not less than the minimum number of votes which would be necessary


                                        3

to  authorize  or  take such action at a meeting at which all shares entitled to
vote  thereon were present and voted, may be substituted for such a meeting.  In
order  to  eliminate the costs and management time involved in obtaining proxies
and in order to effect the Proposals as early as possible in order to accomplish
the  purposes  of  the Company as hereafter described, the Board of Directors of
the Company voted to utilize, and did in fact obtain, the written consent of the
holders of a majority of the voting power of the Company.

     Pursuant  to  Section 78.370 of the Nevada Revised Statutes, the Company is
required  to provide prompt notice of the taking of the corporate action without
a  meeting  to  the  stockholders of record who have not consented in writing to
such action.  This Information Statement is intended to provide such notice.  No
dissenters'  or  appraisal  rights  under  the  Nevada  Law  are afforded to the
Company's stockholders as a result of the approval of the Proposals.


                                  PROPOSAL ONE
                              ELECTION OF DIRECTORS

     Directors  are  elected  by the shareholders at each annual meeting to hold
office until their respective successors are elected and qualified, and need not
be  shareholders  of the Company or residents of the State of Nevada.  Directors
may  receive  compensation  for  their  services  as  determined by the Board of
Directors.  See  "Compensation  of Directors."  The number of Directors shall be
set by the Board of Directors.  Presently, the Board consists of one (1) member,
namely  Mr.  Vincent Rinehart.  Mr. Rinehart has chosen to stand for re-election
and has been nominated for re-election by the Board.  No other persons have been
nominated  for  election  to  the  Board.

     The  Board  of Directors has instructed the President to explore additional
candidates to be added to the Board.  No candidates have been identified at this
time.

     Voting  for the election of directors is non-cumulative, which means that a
simple majority of the shares voting may elect all of the directors.  Each share
of  common  stock  is  entitled  to one (1) vote and, therefore, has a number of
votes  equal  to  the  number  of authorized directors.  The holders of Series D
Convertible  Preferred  Stock  are  entitled  to 126.81 votes per share, and the
holders  of  Series  F Convertible Preferred Stock are entitled to 100 votes per
share.

     Although  management  of  the  Company  expects  that each of the following
nominees will be available to serve as a director, in the event that any of them
should  become unavailable prior to the shareholders meeting, a replacement will
be  appointed by a majority of the then-existing Board of Directors.  Management
has  no  reason  to  believe  that  any  of  its  nominees,  if elected, will be
unavailable  to serve.  All nominees are expected to serve until the next Annual
Meeting  of  Shareholders  or  until  their  successors  are  duly  elected  and
qualified.

NOMINEES  FOR  ELECTION  AS  DIRECTOR

     The  following table sets forth certain information with respect to persons
nominated  by the Board of Directors of the Company for election as Directors of
the  Company  and who will be elected following the annual shareholders meeting:


                                        4



Name              Age                      Position(s)
----------------  ---  ---------------------------------------------------
                 
Vincent Rinehart   54  Sole Director, President, Chief Executive Officer,
                       Secretary, and Principal Accounting Officer


     VINCENT  RINEHART has been a director and the President and Chief Executive
Officer  of  the Company since April 12, 2000, and its Chairman since January 1,
2001.  He  also  serves  in  the  following  capacities:  Chairman of the Board,
President,  and  CEO  of  American  Residential  Funding, Inc., our wholly owned
subsidiary  ("AMRES") (commencing in 1997); Chief Executive Officer of Firstline
Mortgage,  Inc.,  a  HUD-approved  originator  of  FHA,  VA,  and  Title 1 loans
(commencing  in  1985); and a director of Firstline Relocation Services, Inc., a
three-office enterprise that provides real estate sales, financing, destination,
and  departure  services  to  Fortune  500  companies (commencing in 1995).  Mr.
Rinehart  received  his  B.A.  in  Business Administration from California State
University  at  Long  Beach  in  1972.

     To  the  Company's  knowledge,  none  of  the  nominees  presently serve as
directors  of  public  corporations  other  than  Anza  Capital,  Inc.

BOARD  COMPENSATION

     In  November 2002, Scott Presta received 42,500 shares (after giving effect
to  the  1-for-20  reverse  stock  split effective April 21, 2003) of our common
stock  for past services as a director and for agreeing to stand for re-election
as  a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares  (after giving effect to the 1-for-20 reverse stock split effective April
21,  2003) of common stock for agreeing to stand for election as a director.  In
connection  with  his  resignation from the Board of Directors on July 23, 2004,
Mr.  Arevalo returned the 25,000 shares.  There are currently no agreements with
any  of the directors, or director nominees for additional compensation, and the
Company  does  not  anticipate paying any additional compensation.  Directors of
the Company are entitled to reimbursement for their travel expenses. The Company
does  not  pay  additional  amounts  for  committee  participation  or  special
assignments  of  the  Board  of  Directors.

BOARD  MEETINGS  AND  COMMITTEES

     During  the fiscal year ended April 30, 2004, the Board of Directors met on
numerous occasions and took written action on numerous other occasions.  All the
members  of  the  Board  attended  the  meetings.  The  written  actions were by
unanimous  consent.

     On April 11, 2003, an Audit Committee of the Board of Directors was formed.
During  the  fiscal  year  ended  April 30, 2004, the Audit Committee met on one
occasion.  In  accordance  with a written charter adopted by the Company's Board
of  Directors, the Audit Committee assisted the Board of Directors in fulfilling
its  responsibility  for oversight of the quality and integrity of the Company's
financial  reporting  process,  including  the  system of internal controls.  In
connection  with the audit of our financial statements for the fiscal year ended
April  30,  2004,  the  Audit  Committee  (i) reviewed and discussed the audited
financial  statements  with  management,  (ii)  discussed  with  the independent
auditors  the  matters  required  to  be discussed by SAS 61, (iii) received the
written  disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, (iv) discussed with the independent
accountant  the  independent accountant's independence, and (v) made appropriate
recommendations  to the Company's Board of Directors concerning inclusion of the
audited financial statements in the Company's annual report on Form 10-K.


                                        5

     The  directors who were members of the Audit Committee were Kenneth Arevalo
and  L.  Wade Svicarovich, both of whom were considered independent directors in
accordance  with Exchange Act Rule 10A(m)(3).  Mr. Arevalo was considered by our
Board  of  Directors  to  be an audit committee financial expert.  Following Mr.
Avevalo's  resignation  from  the Board of Directors effective July 23, 2004 and
Mr.  Svicarovich's  resignation  from the Board of Directors effective September
17,  2004, the Audit Committee was disbanded.   As a result, we do not currently
have  an  audit  committee  financial  expert.

     On  April  11, 2003, a Compensation Committee of the Board of Directors was
formed,  consisting  of Vincent Rinehart and Scott A. Presta.  During the fiscal
year  ended  April 30, 2004, the Compensation Committee took action by unanimous
written  consent  on  one occasion.  Following Mr. Presta's resignation from the
Board  of  Directors  effective  April  1,  2004, the Compensation Committee was
disbanded.

     We  do  not  have  a  nominating  committee  because  we have only a single
director.  Our  Board of Directors does not act pursuant to a charter or similar
document  with respect to its selection of candidates for election to the Board.
Mr.  Rinehart, as our sole director, is not considered independent in accordance
with  Exchange  Act  Rule 10A(m)(3).  We do not have a policy with regard to the
consideration  of  any  director candidates recommended by security holders, and
will  not  consider  candidates  so recommended.  No minimum qualifications have
been  established  for  the  selection  of  director  candidates.

     Our  Board  of  Directors does not currently provide a process for security
holders  to  send  communications to the Board because, as a result of our small
size,  it  is  impracticable  for  us  to  have  a  formal  process.

     The  members of our Board of Directors are invited and encouraged to attend
our  annual  shareholder's meeting, although they are not required to do so.  At
last  year's  annual  shareholder's  meeting,  all of our existing directors and
nominees  were  present.


                                  PROPOSAL TWO
                           RATIFICATION OF APPOINTMENT
                             OF INDEPENDENT AUDITORS

     The Board of Directors has appointed Singer Lewak Greenbaum & Goldstein LLP
to  audit  the  consolidated  financial statements of the Company for the fiscal
year  ending April 30, 2005, and seeks ratification of such appointment.  In the
event  of  a  negative  vote  on  such ratification, the Board of Directors will
reconsider  its  appointment.

     Representatives  of Singer Lewak Greenbaum & Goldstein LLP are not expected
to  be  present  at  the  annual  meeting.

CHANGES  IN  ACCOUNTANTS

     On  August  20,  2004,  McKennon,  Wilson  &  Morgan,  LLP, the independent
accountants  previously  engaged  as  the  principal  accountants  to  audit our
financial  statements, declined to stand for re-election after the completion of
the most recent audit, due to the audit partner rotation requirements of Section
203  of  the  Sarbanes  Oxley  Act  of  2002.


                                        6

     Also  effective  on  August  20,  2004, we engaged Singer Lewak Greenbaum &
Goldstein LLP, as our independent certified public accountants.  The decision to
change  accountants  was  approved  by  our  Board  of  Directors.

     The  audit  report  of  McKennon,  Wilson  &  Morgan,  LLP on our financial
statements  as  of  April  30,  2004 and for each of the two years in the period
ended April 30, 2004 (the "Audit Period") did not contain any adverse opinion or
disclaimer  of  opinion,  nor were they qualified or modified as to uncertainty,
audit  scope  or  accounting  principles,  except  the  reports were modified to
include  an explanatory paragraph wherein they expressed substantial doubt about
our  ability  to  continue  as  a  going  concern.  During the Audit Period, and
through  August  20,  2004,  there were no disagreements with McKennon, Wilson &
Morgan,  LLP  on  any  matter  of  accounting principles or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of the former accountants, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report,  and  there  were  no  reportable  events  as  described  in  Item
304(a)(1)(v)  of  Regulation  S-K.

     We  previously  provided  a  copy  of this disclosure to McKennon, Wilson &
Morgan,  LLP  and requested that the former accountants furnish us with a letter
addressed  to  the Securities and Exchange Commission stating whether they agree
with  the statements made by us, and, if not, stating the respects in which they
do  not agree.  A copy of the letter was attached to our Form 8-K filed with the
Commission  on  August  20,  2004.

     During  the  two most recent fiscal years, or any subsequent interim period
prior  to engaging Singer Lewak Greenbaum & Goldstein LLP, neither we nor anyone
acting  on  our  behalf  consulted  with  Singer Lewak Greenbaum & Goldstein LLP
regarding  (i)  the application of accounting principles to a specific completed
or  contemplated  transaction,  or  (ii) the type of audit opinion that might be
rendered  on  our  financial  statements where either written or oral advice was
provided that was an important factor considered by us in reaching a decision as
to  the  accounting, auditing, or financial reporting issue, or (iii) any matter
that  was the subject of a disagreement with our former accountant on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure, or
auditing  scope  or  procedure,  which  disagreements,  if  not  resolved to the
satisfaction of the former accountant, would have caused it to make reference to
the  subject  matter  of  the disagreements in connection with its audit report.

AUDIT  FEES

     During  the  fiscal  years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan  LLP,  our  previous  auditor,  billed  the  Company $73,100 and $63,000,
respectively,  in  fees for professional services for the audit of the Company's
annual  financial  statements and review of financial statements included in the
Company's  Form  10-Q  or  10-QSB,  as  applicable.

AUDIT  -  RELATED  FEES

     During  the  fiscal  years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan  LLP  billed  the  Company $10,167 and $12,866, respectively, relating to
procedures performed in connection with proxy and registration information filed
with the SEC.  There were no amounts billed related to any assurance and related
services  related  to  the  performance  of the audit or review of the Company's
financial  statements.


                                        7

TAX  FEES

     During  the  fiscal  years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan  LLP billed the Company $9,700 and $6,500, respectively, for professional
services  for  tax  preparation.

ALL  OTHER  FEES

     During  the  fiscal  years ended April 30, 2004 and 2003, McKennon Wilson &
Morgan LLP did not bill the Company for any other fees.

     Of  the fees described above for the fiscal year ended April 30, 2004, 100%
were  approved  by  the  Audit  Committee.  The  Audit  Committee's pre-approval
policies and procedures were detailed as to the particular service and the audit
committee  was informed of each service and such policies and procedures did not
include  the  delegation of the audit committee's responsibilities.  Of the fees
described  above for the fiscal year ended April 30, 2003, 100% were approved by
the  Board  of  Directors  of the Company as there was not an Audit Committee in
place  at  the  time  of  the  approvals.


                                OTHER INFORMATION

DIRECTORS  AND  EXECUTIVE  OFFICERS

     The  following table sets forth the names and ages of our current directors
and executive officers, the principal offices and positions held by each person,
and  the date such person became a director or executive officer.  Our executive
officers  are  elected  annually by the Board of Directors.  The directors serve
one year terms until their successors are elected.  The executive officers serve
terms  of  one year or until their death, resignation or removal by the Board of
Directors.  Unless  described below, there are no family relationships among any
of  the  directors  and  officers.



Name              Age  Position(s)
----------------  ---  ----------------------------------------------------
                 

Vincent Rinehart   54  Sole Director, President, Chief Executive Officer,
                       Secretary, and Principal Accounting Officer


     VINCENT  RINEHART has been a director and the President and Chief Executive
Officer  of  the Company since April 12, 2000, and its Chairman since January 1,
2001.  He  also  serves  in  the  following  capacities:  Chairman of the Board,
President,  and  CEO  of  AMRES (commencing in 1997); Chief Executive Officer of
Firstline  Mortgage,  Inc.,  a  HUD-approved  originator of FHA, VA, and Title 1
loans  (commencing  in  1985);  and a director of Firstline Relocation Services,
Inc.,  a  three  -office  enterprise that provides real estate sales, financing,
destination,  and  departure  services  to  Fortune 500 companies (commencing in
1995).  Mr.  Rinehart  received  his  B.A.  in  Business  Administration  from
California  State  University  at  Long  Beach  in  1972.

     To  the  Company's  knowledge,  none  of  our  directors presently serve as
directors  of  public  corporations  other  than  Anza  Capital,  Inc.


                                        8

EXECUTIVE  OFFICERS  AND  DIRECTORS

     On  June  1,  2001,  we  entered  into an Employment Agreement with Vincent
Rinehart.  Under  the  terms  of  the agreement, we are 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 5
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's  Employment  Agreement was
ratified  by  the  shareholders  of  the Company at our 2001 Annual Shareholders
Meeting.

2000  Stock  Compensation  Program

     In  December  1999,  our  Board  of  Directors  approved  the  2000  Stock
Compensation  Program  (the "2000 Plan"), as amended.  A total of 440,000 shares
(after  giving  effect  to  the 1-for-20 reverse stock split effective April 21,
2003)  of  common  stock  are  reserved for issuance under the 2000 Plan, all of
which  have been issued.  Unless terminated sooner, the 2000 Plan will terminate
automatically  in  December  of  2004.

     The 2000 Plan is administered by the Board of Directors.  The administrator
has the power to determine the individuals to whom options, restricted shares or
rights  to  purchase shares shall be granted, the number of shares or securities
subject  to  each  option,  restricted share, purchase right or other award, the
duration,  times  and exercisability of each award granted, and the price of any
share  purchase  or  exercise  price  of  any  option.

     Options  granted  under the 2000 Plan are generally not transferable by the
optionee except by will or the laws of descent and distribution, and each option
is  exercisable,  during  the  lifetime  of  the optionee, only by the optionee.
Options  generally  must  be  exercised  within 30 days following the end of the
optionee's status as an employee or consultant unless extended to 90 days in the
discretion  of  the  administrator.  Options may be exercised for up to 6 months
upon death or disability.  However, in no event may an option be exercised later
than  the earlier of the expiration of the term of the option or five years from
the  date  of  the  2000  Plan.

     The  2000  Plan  may  be  amended,  altered, suspended or terminated by the
administrator  at  any  time,  but  no such amendment, alteration, suspension or
termination  may  adversely  affect  the  terms of any option, restricted share,
purchase  right  or  other  award  previously granted without the consent of the
affected  participant.  Unless  terminated  sooner, the 2000 Plan will terminate
automatically  in  December  of  2004.

2003  Omnibus  Securities  Plan

     On  February  28,  2003,  our Board of Directors approved the Anza Capital,
Inc.  2003  Omnibus  Securities  Plan.  The  Plan  offers  selected  employees,
directors,  and  consultants  an  opportunity  to  acquire our common stock, and
serves  to  encourage  such  persons to remain employed by us and to attract new
employees.  The  plan  allows  for the award of stock and options, up to 750,000
shares  (after giving effect to the 1-for-20 reverse stock split effective April
21,  2003)  of our common stock.  On May 1 of each year, the number of shares in
the  2003  Securities Plan shall automatically be adjusted to an amount equal to
ten  percent  (10%)  of  the outstanding stock of the Company on April 30 of the
immediately  preceding  year.  On  May  4, 2004, pursuant to this provision, our
Board  of  Directors  increased the number of shares available under the plan by
936,746  shares.  During  the fiscal year ended April 30, 2004, we issued 40,000
shares  under  the  plan,  and  subsequent to the year-end an additional 100,000
shares  were  returned.  As of the date of this Annual Report, there are 796,746
shares  available  for  issuance  under  the  plan.


                                        9

Board  Compensation

     In  November 2002, Scott Presta received 42,500 shares (after giving effect
to  the  1-for-20  reverse  stock  split effective April 21, 2003) of our common
stock  for past services as a director and for agreeing to stand for re-election
as  a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares  (after giving effect to the 1-for-20 reverse stock split effective April
21,  2003) of common stock for agreeing to stand for election as a director.  In
connection  with  his  resignation from the Board of Directors on July 23, 2004,
Mr.  Arevalo returned the 25,000 shares.  There are currently no agreements with
any  of the directors, or director nominees for additional compensation, and the
Company  does  not  anticipate paying any additional compensation.  Directors of
the Company are entitled to reimbursement for their travel expenses. The Company
does  not  pay  additional  amounts  for  committee  participation  or  special
assignments  of  the  Board  of  Directors.

Summary  Compensation  Table

     The  Summary  Compensation Table shows certain compensation information for
services  rendered  in all capacities for the fiscal years ended April 30, 2004,
2003  and  2002.  Other  than as set forth herein, no executive officer's salary
and  bonus  exceeded  $100,000  in  any  of the applicable years.  The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation (adjusted to reflect the
1-for-20  reverse stock split effective April 21, 2003), if any, whether paid or
deferred.



                                     ANNUAL COMPENSATION                    LONG TERM COMPENSATION
                                ------------------------------  --------------------------------------------------------
                                                                         AWARDS                PAYOUTS
                                                                ----------------------------------------
                                                                RESTRICTED    SECURITIES
                                                 OTHER ANNUAL      STOCK      UNDERLYING                     ALL OTHER
NAME AND                        SALARY   BONUS   COMPENSATION     AWARDS     OPTIONS SARS   LTIP PAYOUTS   COMPENSATION
PRINCIPAL POSITION       YEAR    ($)      ($)         ($)           ($)           (#)            ($)            ($)
                                                                                   

Vincent Rinehart         2004   329,452       -         14,400            -              -              -              -
Pres., CEO, Chairman     2003   312,583   5,000         14,400          -0-            -0-            -0-            -0-
                         2002   290,000   5,000         24,000          -0-        125,000            -0-            -0-

Scott A. Presta (1)      2004       -0-     -0-            -0-          -0-            -0-            -0-            -0-
Director                 2003       -0-     -0-            -0-       22,950            -0-            -0-            -0-
                         2002       -0-     -0-            -0-          -0-            -0-            -0-            -0-

Kenneth Arevalo (2)      2004       -0-     -0-            -0-          -0-            -0-            -0-            -0-
Director                 2003       -0-     -0-            -0-       13,500            -0-            -0-            -0-
                         2002       -0-     -0-            -0-          -0-            -0-            -0-            -0-

L. Wade Svicarovich (3)  2004       -0-     -0-            -0-          -0-            -0-            -0-            -0-
Director                 2003       -0-     -0-            -0-       13,500            -0-            -0-            -0-
                         2002       -0-     -0-            -0-          -0-            -0-            -0-            -0-

  (1)   Mr. Scott Presta resigned as an officer and director of the company effective April 1, 2004.
  (2)   Mr. Ken Arevalo resigned as a director of the company effective July 23, 2004.
  (3)   Mr. L. Wade Svicarovich resigned as a director of the company effective September 17, 2004.



                                       10



                              OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                       (INDIVIDUAL GRANTS)

                                               PERCENT OF TOTAL
                     NUMBER OF SECURITIES        OPTIONS/SARS
                          UNDERLYING               GRANTED          EXERCISE OR
                     OPTIONS/SARS GRANTED   TO EMPLOYEES IN FISCAL   BASE PRICE
NAME                          (#)                    YEAR              ($/SH)     EXPIRATION DATE
                                                                      
Vincent Rinehart              -0-                    N/A                 N/A           N/A
Scott A. Presta               -0-                    N/A                 N/A           N/A
Kenneth Arevalo               -0-                    N/A                 N/A           N/A
L. Wade Svicarovich           -0-                    N/A                 N/A           N/A





                               AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                                           AND FY-END OPTION/SAR VALUES

                                                                                          VALUE OF UNEXERCISED
                                                             NUMBER OF UNEXERCISED            IN-THE-MONEY
                                                             SECURITIES UNDERLYING            OPTION/SARS
                     SHARES ACQUIRED ON                      OPTIONS/SARS AT FY-END            AT FY-END
                          EXERCISE        VALUE REALIZED              (#)                         ($)
NAME                         (#)                ($)        EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
                                                                           
Vincent Rinehart             N/A                N/A                   N/A                         N/A
Scott A. Presta              N/A                N/A                   N/A                         N/A
Kenneth Arevalo              N/A                N/A                   N/A                         N/A
L. Wade Svicarovich          N/A                N/A                   N/A                         N/A


BOARD  COMPENSATION

     In  November 2002, Scott Presta received 42,500 shares (after giving effect
to  the  1-for-20  reverse  stock  split effective April 21, 2003) of our common
stock  for past services as a director and for agreeing to stand for re-election
as  a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares  (after giving effect to the 1-for-20 reverse stock split effective April
21,  2003) of common stock for agreeing to stand for election as a director.  In
connection  with  his  resignation from the Board of Directors on July 23, 2004,
Mr.  Arevalo returned the 25,000 shares.  There are currently no agreements with
any  of the directors, or director nominees for additional compensation, and the
Company  does  not  anticipate paying any additional compensation.  Directors of
the Company are entitled to reimbursement for their travel expenses. The Company
does  not  pay  additional  amounts  for  committee  participation  or  special
assignments  of  the  Board  of  Directors.

CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     On  April  12,  2000,  we  closed  the  acquisition of AMRES and Bravo Real
Estate.  Pursuant  to  the  Amended  and  Restated Purchase Agreement, we issued
375,000  shares  (adjusted to reflect the 1-for-20 reverse stock split effective
on  April  21,  2003) of our common stock to EMB, representing nearly 40% of our
then  issued  and  outstanding  common stock, paid $1,595,000 cash, and issued a
promissory  note  in  the initial amount of $2,405,000, and AMRES and Bravo Real
Estate  became  our  wholly  owned  subsidiaries.  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).  AMRES  was  the  acquirer for financial reporting purposes.


                                       11

Since  Bravo  Real  Estate  had  no  operations  or  net  assets, our management
determined  that  a nominal value of $1,000 be attributed to its name.  The fair
value  attributable  to  the  375,000  (adjusted to reflect the 1-for-20 reverse
stock  split  effective on April 21, 2003) of our common stock on April 12, 2000
was $3,838,000 based on the fair value of assets acquired.  Because the purchase
was  accounted  for as a reverse acquisition, the $4.0 million in cash and notes
issued  to  EMB  were  treated  as  a  deemed  distribution with a charge to our
accumulated  deficit.  On  April  12,  2000, James E. Shipley, the former CEO of
EMB, was elected our Chairman of the Board of Directors and Vincent Rinehart was
elected  our  President,  Chief  Executive  Officer, and a director.  Bravo Real
Estate  has  not  sold  any  franchises and is attempting to become an operating
subsidiary.

     Mr.  Shipley was the CEO, President, and a less than 5% owner of EMB at the
time  of  our  acquisition of AMRES and Bravo from EMB.  Mr. Shipley resigned as
Chairman of EMB and became our Chairman in April 2000 (replacing Mr. Roth as our
Chairman), and then resigned as our chairman and one of our officers on December
31,  2000,  when  Mr.  Rinehart  became  our  Chairman.

     Mr.  Rinehart was never an officer or director of EMB, but was the owner of
100,000  shares  (adjusted to reflect the 1-for-20 reverse stock split effective
on  April 21, 2003) of EMB common stock, making him less than a 10% owner of EMB
at the time of the sales in April 2000, and continues as one of our officers and
directors,  as  well  as  an  officer  of  all of our wholly-owned subsidiaries.

     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 us for an
aggregate  of  one  million  dollars.  On  April  20, 2000, we agreed with AMRES
Holding/Rinehart and Mr. Presta to amend the Titus Purchase Agreement to provide
for  the return of 100,000 shares of our Class B preferred stock issued to AMRES
Holding  and  Mr. Presta upon the issuance of 50,000 shares (adjusted to reflect
the  1-for-20  reverse  stock  split  effective on April 21, 2003) of our 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 us.
On  that  date,  Mr.  Presta,  an  executive  officer and director of Titus Real
Estate,  was  elected  as  our  Secretary  and  as  one  of  our  directors.
     On  April  13,  2000, Mr. Shipley loaned the Company $300,000 due April 12,
2001,  together  with interest at 10% per annum.  This loan was satisfied by the
issuance  of  7,500  shares  (adjusted  for  the  1-for-20  reverse  stock split
effective  April  21,  2003)  of the Company's common stock to Mr. Shipley on or
about April 25, 2001.  Based on a press release by EMB, effective July 25, 2001,
James  E.  Shipley  again  became  the  Chief  Executive  Officer  of  EMB.

     On  July  1,  2001,  the  Company 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  5  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's  Employment  Agreement was
ratified  by  the  shareholders  of  the Company at the 2001 Annual Shareholders
Meeting.


                                       12

     In  November 2002, Scott Presta received 42,500 shares (after giving effect
to  the  1-for-20  reverse  stock  split effective April 21, 2003) of our common
stock  for past services as a director and for agreeing to stand for re-election
as  a director, and Kenneth Arevalo and L. Wade Svicarovich each received 25,000
shares  (after giving effect to the 1-for-20 reverse stock split effective April
21,  2003) of common stock for agreeing to stand for election as a director.  In
connection  with  his  resignation from the Board of Directors on July 23, 2004,
Mr.  Arevalo  returned  the  25,000  shares.

     On  February  28,  2003, the Company entered into a Debt Exchange Agreement
with  Vincent  Rinehart,  Chairman, CEO, Secretary, and Chief Financial Officer.
Under  the  terms  of  the  agreement, Rinehart (i) cancelled options to acquire
2,500,000  shares  of common stock previously acquired as part of his Employment
Agreement,  and  (ii)  converted  an  aggregate  of $433,489.06 in principal and
interest  under  a  promissory into (y) 6,000,000 shares of common stock and (z)
18,800  shares  of  newly  created  Series  F  Convertible  Preferred  Stock.

     On  April 30, 2004, we issued to Vincent Rinehart a total of 164,500 shares
of  our  common  stock  as payment of dividends accrued through that date on the
Series  F  Convertible  Preferred  Stock.

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  following  table  sets  forth,  as  of  September  28,  2004,  certain
information  with  respect  to  our  equity  securities  owned  of  record  or
beneficially  by  (i)  each  of our Officers and Directors; (ii) each person who
owns  beneficially  more  than  5%  of  each  class  of  our  outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.



                                        COMMON STOCK
                                        ------------

                         NAME AND ADDRESS OF            AMOUNT AND NATURE OF     PERCENT
TITLE OF CLASS           BENEFICIAL OWNER (1)           BENEFICIAL OWNERSHIP   OF CLASS (2)
--------------  --------------------------------------  ---------------------  ------------
                                                                      

Common          Vincent Rinehart                                2,703,775 (3)         36.1%
Stock

Common          Keyway Investments, Ltd.                     1,518,456 (5)(6)         24.8%
Stock           19 Mount Havlock
                Douglas, Isle of Man
                United Kingdom 1M1 2QG

Common          Cranshire Capital, L.P.                           909,063 (4)         15.1%
Stock           c/o Downsview Capital, Inc.
                666 Dundee Road, Suite 1901
                Northbrook, Illinois  60062

Common          All officers and directors as a group           2,753,775 (3)         36.7%
Stock           (1 person)


                                       13


(1)     Unless  otherwise  noted, the address of each beneficial owner is c/o Anza Capital,
Inc.,  3200  Bristol  Street,  Suite  700,  Costa  Mesa,  California  92626.

(2)     Unless  otherwise indicated, based on 5,358,846 shares of common stock outstanding.
Shares of common stock subject to options or warrants currently exercisable, or exercisable
within  60  days,  are  deemed  outstanding for purposes of computing the percentage of the
person  holding  such  options  or warrants, but are not deemed outstanding for purposes of
computing  the  percentage  of  any  other  person.

(3)     Includes  1,880,000  shares  of common stock which may be acquired by Rinehart upon
the  conversion  of  18,800  shares of Series F Convertible Preferred Stock.  The shares of
Series  F  Convertible  Preferred Stock shall be voted equally with the common stock on all
matters  submitted  to the shareholders, with the holder thereof having 100 votes per share
of  Series  F.

(4)     Includes 390,004 shares of common stock which may be acquired by Cranshire upon the
conversion of 3,075.5 shares of Series D Convertible Preferred Stock.  The shares of Series
D  Convertible  Preferred Stock shall be voted equally with the common stock on all matters
submitted  to  the  shareholders,  with the holder thereof having 126.81 votes per share of
Series  D.

(5)     Includes  510,854  shares  of common stock which may be acquired by Keyway upon the
conversion  of  4,028.5  shares  of  Series  D Convertible Preferred Stock.   The shares of
Series  D  Convertible  Preferred Stock shall be voted equally with the common stock on all
matters  submitted to the shareholders, with the holder thereof having that number of votes
equal  to  the  number  of  shares  of  common stock which may be acquired upon conversion.

(6)     Keyway  Investments  Ltd.  has  advised  us  that  they beneficially own all of our
securities  owned  of  record  by  EURAM  Cap  Strat  "A"  Fund  Limited.



                                       14



                                         PREFERRED STOCK
                                         ---------------


                        NAME AND ADDRESS OF
                        --------------------------------------  AMOUNT AND NATURE OF    PERCENT
TITLE OF CLASS          BENEFICIAL OWNER                        BENEFICIAL OWNERSHIP   OF CLASS
----------------------  --------------------------------------  ---------------------  ---------
                                                                              

SERIES D                Keyway Investments, Ltd. (8)                         4,028.5   49.1% (2)
PREFERRED (1)           19 Mount Havlock
                        Douglas, Isle of Man
                        United Kingdom 1M1 2QG

SERIES D                Cranshire Capital, L.P.                              3,075.5   37.5% (2)
PREFERRED (1)           c/o Downsview Capital, Inc.
                        666 Dundee Road, Suite 1901
                        Northbrook, Illinois 60062

SERIES D                The dotCom Fund, LLC                                 1,097.5   13.4% (2)
PREFERRED (1)           666 Dundee Road, Suite 1901
                        Northbrook, Illinois 60062

SERIES F                Vincent Rinehart                                      18,800    100% (4)
PREFERRED (3)           c/o Anza Capital, Inc.
                        3200 Bristol Street, Suite 700
                        Costa Mesa, California  92626

SERIES G                Peter and Irene Gauld                                500,000    100% (8)
PREFERRED (7)           33 Malcom's Mount West
                        Stonehaven  AB39 2TF
                        Scotland UK

                        All officers and directors as a group              18,800 (5)   100% (5)
                        (1 person)


(1)     Each  share of Series D Convertible Preferred Stock (after giving effect to the 1-for-20
reverse  stock  split)  (i)  has  a  liquidation  preference equal to $126.81 per share, (ii) is
entitled to receive a quarterly non-cumulative dividend equal to 7% per annum, which may be paid
in  cash or in common stock at the discretion of the Company based on the average of the closing
bid price for the last ten trading days of the applicable quarter, (iii) may be converted, after
February  28,  2004, into 126.81 shares of Company common stock at the option of the holder, and
(iv)  is  entitled  to  126.81  votes on all matters submitted to the shareholders for approval.

(2)     Based on 8,201.5 shares of Series D Convertible Preferred Stock outstanding.

(3)     Each  share of Series F Convertible Preferred Stock (after giving effect to the 1-for-20
reverse  stock  split)  (i)  has  a  liquidation  preference  (after  the  Series D and Series E
Convertible  Preferred  Stock)  equal  to  $16.675  per  share, (ii) is entitled to a quarterly,
non-cumulative dividend of 1.75 shares of Company common stock, which may be paid in cash at the
Company's discretion based on the average of the closing bid price for the last ten trading days
of  the  applicable quarter, (iii) may be converted, after February 28, 2004, into 100 shares of
Company  common  stock  at  the  option  of the holder, and (iv) is entitled to 100 votes on all
matters  submitted  to  the  shareholders  for  approval.


                                       15

(4)     Based  on  18,800  shares  of  Series  F  Convertible  Preferred  Stock  outstanding.

(5)     Represents  Series  F  Convertible  Preferred  Stock  only.

(6)     Keyway  Investments Ltd. has advised us that they beneficially own all of our securities
owned  of  record  by  EURAM  Cap  Strat  "A"  Fund  Limited.

(7)     The  Series  G  Convertible  Preferred  Stock  does  not  have  voting  rights.

(8)     Based  on  500,000  shares  of  Series  G  Convertible  Preferred  Stock  outstanding.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

     During  the  two  most recent fiscal years, to the Company's knowledge, the
following  delinquencies  occurred:



                                                NO. OF TRANSACTIONS       NO. OF
NAME                       NO. OF LATE REPORTS     REPORTED LATE     FAILURES TO FILE
-------------------------  -------------------  -------------------  ----------------
                                                            
Vincent Rinehart                             1                    1               -0-
-------------------------  -------------------  -------------------  ----------------
Mitchell P. Kopin                            3                    3               -0-
(Cranshire Capital, L.P.)
-------------------------  -------------------  -------------------  ----------------



                              SHAREHOLDER PROPOSALS

     Any shareholder desiring to submit a proposal for action at the 2005 Annual
Meeting  of  Shareholders and presentation in the Company's Information or Proxy
Statement  with  respect to such meeting, should arrange for such proposal to be
delivered  to  the Company's offices, located at 3200 Bristol Street, Suite 700,
Costa  Mesa,  California  92626,  addressed to the corporate Secretary, no later
than  July  15,  2005  in  order to be considered for inclusion in the Company's
Information  or  Proxy Statement relating to the meeting.  Matters pertaining to
such  proposals, including the number and length thereof, eligibility of persons
entitled  to have such proposals included and other aspects are regulated by the
Securities  Exchange  Act  of  1934, Rules and Regulations of the Securities and
Exchange  Commission  and other laws and regulations to which interested persons
should refer.  The Company anticipates that its next annual meeting will be held
in  December  2003.

     On  May  21,  1998,  the  Securities  and  Exchange  Commission  adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934,  as  amended.  The amendment to Rule 14a-4(c)(1) governs the Company's use
of  its  discretionary  proxy  voting  authority  with  respect to a shareholder
proposal  which  is  not  addressed  in  the Company's proxy statement.  The new
amendment provides that if a proponent of a proposal fails to notify the Company
at least 45 days prior to the month and day of mailing of the prior year's proxy


                                       16

statement,  then  the  Company  will  be allowed to use its discretionary voting
authority  when the proposal is raised at the meeting, without any discussion of
the  matter  in  the  proxy  statement.

                                  OTHER MATTERS

     The  Company  has  enclosed  a  copy  of  the Annual Report on Form 10-K to
Shareholders  for the year ended April 30, 2004 with this Information Statement.

                                        By order of the Board of Directors

                                        /s/  Vincent Rinehart

                                        Vincent Rinehart, President

Costa  Mesa,  California
October 8, 2004


                                       17