Edgar Filing: ANZA CAPITAL INC

SCHEDULE 14C INFORMATION

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

Check the appropriate box:

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

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

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 11, 2003

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 April 11, 2003 at 10:00 AM,
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 elect four (4) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and qualified;

2. To amend the Articles of Incorporation of the Company to (i) effectuate
a one (1) for twenty (20) reverse stock split of the Company's issued and
outstanding common stock, and (ii) increase the authorized preferred stock to
2,500,000 shares;

3. To adopt Restated Articles of Incorporation for the purpose of
consolidating previous amendments to the Company's Articles of Incorporation;

4. To approve the Anza Capital, Inc. 2003 Omnibus Securities Plan;

5. To approve the Second Restated Bylaws of Anza Capital, Inc.;

6. To ratify the appointment of McKennon Wilson & Morgan LLP, Certified
Public Accountants, as independent auditors of the Company for the fiscal year
ending April 30, 2003;

7. To ratify the recent restructuring transactions involving preferred
stockholders and debtholders;

8. To ratify the Company's stock repurchase plan;

9. To ratify the Company's acquisition strategy; and

10. 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 March 5, 2003, 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

Vincent Rinehart, President

March __, 2003
Costa Mesa, California

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 March 19,
2003.

PROPOSALS

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

1. To elect four (4) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and qualified;

3. To adopt Restated Articles of Incorporation for the purpose of
consolidating previous amendments to the Company's Articles of Incorporation;

4. To approve the Anza Capital, Inc. 2003 Omnibus Securities Plan;

5. To approve the Second Restated Bylaws of Anza Capital, Inc.;

6. To ratify the appointment of McKennon Wilson & Morgan LLP, Certified
Public Accountants, as independent auditors of the Company for the fiscal year
ending April 30, 2003;

7. To ratify the recent restructuring transactions involving preferred
stockholders and debtholders;

8. To ratify the Company's stock repurchase plan;

9. To ratify the Company's acquisition strategy; and

10. 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 A and Series C Convertible Preferred Stock do not have any
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 March 5, 2003 (the "Record Date"). The
Board of Directors of the Company adopted the resolution approving and
recommending each of the Proposals on February 28, 2003. As of the Record Date,
the Company had outstanding 99,099,900 shares of common stock, 434,554 shares of
Series A Convertible Preferred Stock, and 8201.5 shares of Series C 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 95034, 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
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.
Pursuant to Section 78.390 of the Nevada Revised Statutes, a majority of the
outstanding voting shares of stock entitled to vote thereon is required in order
to amend the Articles of Incorporation. 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 two (2)
members, namely Mr. Vincent Rinehart and Mr. Scott A. Presta. All of the
above-mentioned directors have chosen to stand for re-election and have been
nominated for re-election by the Board. In addition, the Board has nominated
Mr. Kenneth Arevalo and Mr. L. Wade Svicarovich 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 outstanding shares of
Series A and Series C Convertible Preferred Stock are not entitled to vote.

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:

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

Vincent Rinehart 52 Director, President, Chief Executive Officer,
and Principal Accounting Officer

Scott A. Presta 30 Director

Kenneth Arevalo 33 Director Nominee

L. Wade Svicarovich 58 Director Nominee

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 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 Chairman of the Board 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.

SCOTT A. PRESTA has been a director of the Company since April 12, 2000. A
former member of the National Association of Securities Dealers, Inc., he was
the licensed General Securities Principal of Pacific Coast Financial Services,
Inc., ("Pacific Coast"), a brokerage firm in Long Beach, California, from
October of 1993 through November of 1995. Following his tenure with the
brokerage firm, Mr. Presta formed a series of companies that were involved in
the real estate and oil and gas industries, one of which, Titus, was acquired by
the Company. Mr. Presta attended California State University Long Beach from
1989 through spring of 1992, when he became employed by Pacific Coast.

KENNETH AREVALO has been Vice President of American California Bank in San
Francisco since 1999, Assistant Vice President at Bank of the Orient in San
Francisco the previous two years, and was a credit analyst at the Bank of
Oakland from 1996 to 1997. Mr. Arevalo received his bachelor of Arts degree in
Economics at St. Mary's College of California. He also attended Pacific Coast
Banking School at the University of Washington in Seattle

L. WADE SVICAROVICH has been the President and CEO of Kimlor Mills since
1993. He previously was Senior Vice President at Springs Industries from 1982
to 1993. Mr. Svicarovich attended Cal State Long Beach and served in the U.S.
Army from 1965 to 1969, achieving the rank of Captain.

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

COMPENSATION OF DIRECTORS

Directors of the Company receive no compensation as a director but they 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, 2002, 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.

We presently have no executive committee, nominating committee or audit
committee of the Board of Directors.

PROPOSAL TWO
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO EFFECTUATE A 1-FOR-20 REVERSE STOCK SPLIT
AND TO INCREASE THE AUTHORIZED PREFERRED STOCK
TO 2,500,000 SHARES

GENERAL

On February 28, 2003, the Board of Directors approved, subject to
stockholder approval, an Amendment to the Company's Articles of Incorporation to
(i) effectuate a one (1) for twenty (20) reverse stock split of the Company's
issued and outstanding common stock, and (ii) increase the authorized preferred
stock to 2,500,000 shares. On March 5, 2003, the Proposal was approved by
written consent of a majority of the Company's stockholders.

AMENDMENT TO EFFECTUATE A 1-FOR-20 REVERSE STOCK SPLIT

On February 28, 2003, the Board of Directors of the Company approved,
declared it advisable and in the Company's best interests and directed that
there be submitted to the holders of a majority of the Company's common stock
for action by written consent, the proposed amendment to Article 5 of the
Company's Articles of Incorporation to effectuate a 1-for-20 reverse stock split
of the presently issued and outstanding shares of common stock. The Board of
Directors has fixed the close of business on March 5, 2003 as the record date
for the determination of shareholders who are entitled to give consent and
receive this Information Statement. As of the record date, the Company
had outstanding 99,099,900 shares of common stock held by approximately 75
shareholders of record. The Board of Directors further elected that any
fractional shares created as a result of the reverse stock split would be
rounded up to the nearest whole share. After the reverse stock split, there
will be approximately 4,954,995 shares of common stock issued and outstanding.

The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
common stock in an amount adequate to provide for the Company's future needs.
The additional shares will be available for issuance from time to time by the
Company in the discretion of the Board of Directors, normally without further
stockholder action (except as may be required for a particular transaction by
applicable law, requirements of regulatory agencies or by stock exchange rules),
for any proper corporate purpose including, among other things, future
acquisitions of property or securities of other corporations, stock dividends,
stock splits, stock options, convertible debt and equity financing. The
availability of additional authorized but unissued shares will be achieved by
effectuating a 1-for-20 reverse stock split of the presently issued and
outstanding common stock, without changing the authorized common stock. This
step is necessary, in the judgment of the Board of Directors, in order to
attract potential new equity capital and carry out the Company's business
objectives.

AMENDMENT TO INCREASE THE AUTHORIZED PREFERRED STOCK TO 2,500,000 SHARES

The Board of Directors believes that it is advisable and in the Company's
best interests to have available additional authorized but unissued shares of
preferred stock in an amount adequate to provide for the Company's future needs.
The additional shares will be available for issuance from time to time by the
Company in the discretion of the Board of Directors, normally without further
stockholder action (except as may be required for a particular transaction by
applicable law, requirements of regulatory agencies or by stock exchange rules),
for any proper corporate purpose including, among other things, future
acquisitions of property or securities of other corporations, stock dividends,
stock splits, stock options, convertible debt and equity financing. This step
is necessary, in the judgment of the Board of Directors, in order to attract
potential new equity capital and carry out the Company's business objectives.

CERTAIN MATTERS RELATED TO THE PROPOSAL

The amendment will become effective upon filing the Amendment to the
Company's Articles of Incorporation, anticipated to be approximately twenty-one
(21) days after this Information Statement has been distributed to the Company's
stockholders.

PROPOSAL THREE
ADOPTION OF RESTATED ARTICLES OF INCORPORATION

On February 28, 2003, the Board of Directors approved, subject to
stockholder approval, the Restated Articles of Incorporation of Anza Capital,
Inc. Following the initial filing of the Company's original Articles of
Incorporation. The Company has filed numerous amendments to its Articles of
Incorporation, and the reverse stock split and authorized preferred stock
discussed herein will be an additional amendment.

In order to simplify the Company's Articles of Incorporation and the
various subsequent amendments, the Board of Directors believes it in the
Company's best interest to consolidate the original Articles of Incorporation
and the subsequent amendments into a single Restated Articles of Incorporation.

The Restated Articles will become effective upon their filing, anticipated
to be approximately twenty-one (21) days after this Information Statement has
been distributed to the Company's stockholders.

PROPOSAL FOUR
APPROVAL OF THE ANZA CAPITAL, INC. 2003 OMNIBUS SECURITIES PLAN

GENERAL

On February 28, 2003, the Board of Directors of the Company approved,
declared it advisable and in the Company's best interests and directed that
there be submitted to the holders of a majority of the Company's voting stock
for action by written consent, the Anza Capital, Inc. 2003 Omnibus Securities
Plan (the "2003 Securities Plan"). On March 5, 2003, the Proposal was approved
by written consent of a majority of the Company's stockholders.

PURPOSE

The purpose of the 2003 Securities Plan is to promote the interests of the
Company (including its subsidiaries) and its stockholders by using investment
interests in the Company to attract, retain and motivate its management
and other persons, including officers, directors, key employees and certain
consultants, to encourage and reward such persons' contributions to the
performance of the Company and to align their interests with the interests of
the Company's stockholders. In furtherance of this purpose, the 2003 Securities
Plan authorizes the granting of the following types of stock-based awards (each,
an "Award"):

- stock options (including incentive stock options and non-qualified stock
options);

- restricted stock awards;

- unrestricted stock awards; and

- performance stock awards.

Each of these types of Awards is described below under "Awards."

ELIGIBILITY

Key employees (including employees who are also directors or officers),
directors and certain consultants of the Company or any subsidiary are eligible
to be granted Awards under the 2003 Securities Plan at the discretion of the
Board of Directors. In determining the eligibility of any person, as well as in
determining the number of shares to be covered by an Award and the type or types
of Awards to be made, the Board of Directors may consider:

- the position, relationship, responsibilities and importance of the
person to the Company; and

- such other factors as the Board of Directors deems relevant.

Selected consultants may participate in the 2003 Securities Plan if:

- the consultant renders bona fide services to the Company or one of its
subsidiaries;

- the services rendered by the consultant are not in connection with the
offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company's
securities; and

- the consultant is a natural person who has contracted directly with the
Company or a subsidiary of the Company to render such services.

ADMINISTRATION

The 2003 Securities Plan currently is administered by the Board of Directors.
In the future, the Board of Directors may form a Compensation Committee to
administer the 2003 Securities Plan. Any Compensation Committee must be
comprised of at least two non-employee directors. If a Compensation Committee
is formed to administer the 2003 Securities Plan, the Board of Directors will
delegate to the Compensation Committee full authority, in its discretion, to:

- select the persons to whom Awards will be granted (each "Participant");

- grant Awards under the 2003 Securities Plan;

- determine the number of shares to be covered by each Award;

- determine the nature, amount, pricing, timing and other terms of the
Award;

- interpret, construe and implement the provisions of the 2003 Securities
Plan (including the authority to adopt rules and regulations for
carrying out the purposes of the plan); and

- terminate, modify or amend the 2003 Securities Plan.

The 2003 Securities Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.

SHARES SUBJECT TO THE PLAN

A total of 750,000 shares of Common Stock (subject to adjustment as
described below) are reserved for issuance under the 2003 Securities Plan.
Shares of common stock issued under the 2003 Securities Plan may be authorized
but unissued shares, or shares reacquired by the Company, including shares
purchased on the open market. The unexercised, unearned or yet-to-be acquired
portions of any Award that expire, terminate or are canceled, and shares of
common stock issued pursuant to Awards under the 2003 Securities Plan that are
reacquired by the Company pursuant to the terms under which such shares were
issued, will again become available for the grant of further Awards.

ADJUSTMENT. In general, the aggregate number of shares as to which Awards
may be granted to Participants under the 2003 Securities Plan, the number and
kind of shares thereof covered by each outstanding Award, and/or the price per
share thereof in each such Award will, upon a determination of the Board of
Directors, all be proportionately adjusted for any increase or decrease in the
number of issued shares of common stock resulting from an increase, decrease or
exchange in the outstanding shares of common stock or additional shares or new
or different shares are distributed in respect of such shares of common stock,
through merger, consolidation, sale or exchange of all or substantially all of
the assets of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, spin-off or other distribution
with respect to such shares. 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.

Fractional interests will not be issued upon any adjustments made by the
Board or Directors; however, the committee may, in its discretion, make a cash
payment in lieu of any fractional shares of common stock issuable as a result of
such adjustments.

AWARDS

STOCK OPTIONS. Under the 2003 Securities Plan, the Board of Directors may
grant either incentive stock options or nonqualified stock options. Incentive
stock options and non-qualified stock options may be granted for such number of
shares of common stock as the Board of Directors determines.

The exercise price for each stock option is determined by the Board of
Directors. Stock options must have an exercise price of at least 85% (100% in
the case of incentive stock options, or at least 110% in the case of incentive
stock options granted to certain employees owning more than 10% of the
outstanding voting stock) of the fair market value of the common stock on the
date the stock option is granted. Under the 2003 Securities Plan, fair market
value of the common stock for a particular date is generally the average of the
closing bid and asked prices per share for the stock as quoted on the OTC
Bulletin Board on such date.

No stock option may be exercised after the expiration of ten years from the
date of grant (or five years in the case of incentive stock options granted to
certain employees owning more than 10% of the outstanding voting stock).
Pursuant to the 2003 Securities Plan, the aggregate fair market value of the
common stock, for which one or more incentive stock options granted to any
participant may for the first time become exercisable as incentive stock options
under the federal tax laws during anyone calendar year shall not exceed
$100,000.

A stock option may be exercised in whole or in part according to the terms
of the applicable stock option agreement by delivery of written notice of
exercise to the Company specifying the number of shares to be purchased. The
exercise price for each stock option may be paid by the Participant in cash or
by such other means as the Board of Directors may authorize. Fractional shares
are not to be issued upon exercise of a stock option. The Board of Directors may
grant reload stock options in tandem with stock options that provide for an
automatic grant of a stock option in the event a participant pays the exercise
price of a stock option by delivery of common stock.

The Board of Directors may, in its discretion, at any time after the grant
of a stock option, accelerate vesting of such option, as a whole or in part, by
increasing the number of shares then purchasable. However, the Board of
Directors may not increase the total number of shares subject to an option.

Subject to the foregoing and the other provisions of the 2003 Securities
Plan, stock options may be exercised at such times and in such amounts and be
subject to such restrictions and other terms and conditions, if any, as
determined by the Board of Directors.

RESTRICTED STOCK. Restricted stock may be awarded by the Board of Directors
subject to such terms, conditions and restrictions as it deems appropriate.
Restrictions may include limitations on voting rights and transferability of the
shares, restrictions based on the duration of employment or engagement with the
Company, and Company or individual performance. Restricted stock may not be sold
or encumbered until all restrictions expire or are terminated. In this regard,
the Secretary of the Company or such other escrow holder as the Board of
Directors may appoint shall retain physical custody of each certificate
representing restricted stock until all restrictions imposed under the
applicable Award Agreement shall expire or be removed.

The Board of Directors may require the Participant to pay the Company an
amount at least equal to the par value of the common stock awarded to the
Participant. Subject to any limitations imposed by the applicable Award
Agreement, from the date a Participant becomes the holder of record of
restricted stock, the Participant has all the rights of a stockholder with
respect to such shares, including the right to vote the shares and to receive
all dividends and other distributions paid with respect to the shares.

The 2003 Securities Plan provides that to the extent the Board of Directors
elects to grant an Award of restricted stock, the Award Agreement applicable
thereto shall, except in certain specified situations, provide the Company with
the right to repurchase the restricted stock then subject to restrictions
immediately upon a termination of employment or engagement for any reason
whatsoever at a cash price per share equal to the price paid by the Participant
for the restricted stock.

UNRESTRICTED STOCK. The Board of Directors may, in its discretion, grant an
Award of unrestricted stock to any eligible Participant, pursuant to which such
Participant may receive shares of Common Stock free of any vesting restrictions
under the 2003 Securities Plan. The Board of Directors may also sell shares of
unrestricted stock to eligible Participants at a purchase price determined in
its discretion. Unrestricted stock may be granted or sold in respect of past
services or other valid consideration, or in lieu of any cash compensation due
to such individual.

PERFORMANCE STOCK AWARDS. The Board of Directors may make performance stock
awards under the 2002 Securities Plan based upon terms it deems appropriate.
The Board of Directors may make performance stock awards independent of or in
connection with the granting of any other Award under the 2003 Securities Plan.
The Board of Directors shall determine whether and to whom performance stock
awards shall be made, the performance criteria applicable under each such Award,
the periods during which performance is to be measured, and all other
limitations and conditions applicable to the awarded shares. The Board of
Directors may utilize any of the following performance criteria when granting
performance stock awards:

- net income;
- pre-tax income;
- operating income;
- cash flow;

- earnings per share;
- return on equity;
- return on invested capital or assets;
- cost reductions or savings;
- funds from operations;
- appreciation in the fair market value of the common stock;
- earnings before anyone or more of the following: interest, taxes,
depreciation or amortization; and
- such other criteria deemed appropriate by the Board of Directors.

The Participant receiving a performance stock award shall have the rights
of a stockholder only as to shares actually received by the Participant and not
with respect to shares subject to the Award but not actually received. At any
time prior to the Participant's termination of employment (or other business
relationship) by the Company, the Board of Directors may, in its discretion,
accelerate, waive or, subject to the other provisions of the 2003 Securities
Plan, amend any and all performance criteria specified under any performance
stock award.

FEDERAL INCOME TAX CONSEQUENCES

The following is a brief summary of the principal federal income tax
consequences of the grant and exercise of Awards under present law. This
summary is not intended to be exhaustive and does not describe foreign, state or
local tax consequences. Recipients of Awards are advised to consult their
personal tax advisors with regard to all tax consequences arising with respect
to the Awards.

TAX WITHHOLDING. If a distribution is made under this 2003 Securities Plan
in cash, the Company will withhold taxes as required by law. If an Award is
satisfied in the form of shares of the common stock, then no shares may be
issued unless and until arrangements satisfactory to the Company have been made
to satisfy any tax withholding obligations applicable with respect to such
Award.

DEDUCTIBILITY OF AWARDS. Company deductions for Awards granted under the
2003 Securities Plan are limited by Section 162(m) of the Internal Revenue Code
of 1986 (the "Code") which generally limits the Company's deduction for
non-performance based compensation to $1.0 million per year for the Company's
CEO and its other four (4) most highly compensated officers. The Company has not
paid any compensation to any executive officers that was not deductible by
reason of the prohibition of Section 162(m).

INCENTIVE STOCK OPTIONS. Pursuant to the 2003 Securities Plan, employees
may be granted stock options that are intended to qualify as "incentive stock
options" under the provisions of Section 422 of the Code. An optionee will not
recognize any taxable income for federal income tax purposes upon receipt of an
incentive stock option or, generally, at the time of exercise of an incentive
stock option. The exercise of an incentive stock option generally will result in
an increase in an optionee's taxable income for alternative minimum tax
purposes.

If an optionee exercises an incentive stock option and does not dispose of
the shares received in a subsequent "disqualifying disposition" (generally, a
sale, gift or other transfer within two years after the date of grant of the
incentive stock option or within one year after the shares are transferred to
the optionee), upon disposition of the shares any amount realized in excess of
the optionee's tax basis in the shares disposed of will be treated as a
long-term capital gain, and any loss will be treated as a long-term capital

loss. In the event of a disqualifying disposition, the difference between the
fair market value of the shares received on the date of exercise and the
exercise price (limited, in the case of a taxable sale or exchange, to the
excess of the amount realized upon disposition over the optionee's tax basis in
the shares) will be treated as compensation received by the optionee in the year
of disposition. Any additional gain will be taxable as a capital gain and any
loss as a capital loss, which will be long-term or short-term, depending on the
length of time the optionee held the shares.

If the exercise price of an incentive stock option is paid in whole or in
part with shares of common stock, no income gain or loss generally will be
recognized by the optionee with respect to the shares of common stock paid as
the exercise price. However, if such shares of common stock were received upon
the exercise of an incentive stock option, the use of those shares as payment of
the exercise price will be considered a disposition for purposes of determining
whether there has been a disqualifying disposition of those shares.

Neither the Company nor any of its subsidiaries will be entitled to a
deduction with respect to shares received by an optionee upon exercise of an
incentive stock option and not disposed of in a disqualifying disposition. If an
amount is treated as compensation received by an optionee because of a
disqualifying disposition, the Company or one of its subsidiaries generally will
be entitled to a corresponding deduction in the same amount for compensation
paid.

NON-QUALIFIED STOCK OPTIONS. An optionee will not recognize any taxable
income for federal income tax purposes upon receipt of a non-qualified stock
option. Upon the exercise of a non-qualified stock option the amount by which
the fair market value of the shares received, determined as of the date of
exercise, exceeds the exercise price, the stock option will be treated as
compensation received by the optionee in the year of exercise. If the exercise
price of a non-qualified stock option is paid in whole or in part with shares of
common stock, (i) no income, gain or loss will be recognized by the optionee on
the receipt of shares equal in value on the date of exercise to the shares
delivered in payment of the exercise price, and (ii) no income, gain or loss
will be recognized by the optionee with respect to the shares of common stock
paid as the exercise price of the option. The fair market value of the remainder
of the shares received upon exercise of the non-qualified stock option,
determined as of the date of exercise, less the amount of cash, if any, paid
upon exercise, will be treated as compensation income received by the optionee
on the date of exercise of the stock option. The Company or one of its
subsidiaries, generally will be entitled to a deduction for compensation paid in
the same amount treated as compensation received by the optionee.

RELOAD OPTION RIGHTS. An optionee should not recognize any taxable income
for federal income tax purposes upon receipt of reload option rights, and a
reload option should be treated as a non-qualified stock option.

RESTRICTED STOCK. A recipient of restricted stock will not recognize any
taxable income for federal income tax purposes in the year of the Award,
provided the shares are subject to restrictions (that is, they are
non-transferable and subject to a substantial risk of forfeiture). However, the
recipient may elect under Section 83(b) of the Code to recognize compensation
income in the year of the Award in an amount equal to the fair market value of
the shares on the date of the Award (less the amount paid by the recipient for
such shares), determined without regard to the restrictions. If the recipient
does not make a Section 83(b) election, the fair market value of the shares on
the date the restrictions lapse (less the amount paid by the recipient for such
shares) will be treated as compensation income to the recipient and will be
taxable in the year the restrictions lapse. The Company or one of its
subsidiaries generally will be entitled to a deduction for compensation paid in
the same amount treated as compensation income to the recipient.

UNRESTRICTED STOCK. Any shares of common stock received pursuant to an
Award of unrestricted stock will be treated as compensation income received by
the recipient, generally, in the year in which the recipient receives such
shares. In each case, the amount of compensation income will equal the fair
market value of the shares of common stock on the date compensation income is
recognized (less the amount, if any, paid by the recipient for such shares). The
Company or one of its subsidiaries, generally, will be entitled to a
corresponding deduction in the same amount for compensation paid.

PERFORMANCE STOCK AWARDS. A recipient of a performance stock award will not
recognize any taxable income for federal income tax purposes upon receipt of the
Award. Any shares of common stock received pursuant to the Award will be treated
as compensation income received by the recipient, generally, in the year in
which the recipient receives such shares of common stock. The amount of
compensation income will equal the fair market value of the shares of common
stock on the date compensation income is recognized. The Company or one of its
subsidiaries, generally, will be entitled to a deduction for compensation paid
in the same amount treated as compensation income to the recipient.

OTHER TAX MATTERS. The exercise by a recipient of a stock option, the lapse
of restrictions on restricted stock, or the deemed earnout of performance stock
awards following the occurrence of a change in control, in certain
circumstances, may result in:

- a 20% federal excise tax (in addition to federal income tax) to the
recipient on certain payments of common stock or cash resulting from
such exercise or deemed earnout of performance stock awards or, in the
case of restricted stock, on all or a portion of the fair market value
of the shares on the date the restrictions lapse; and

- the loss of a compensation deduction which would otherwise be allowable
to the Company or one of its subsidiaries as explained above.

GRANTS UNDER THE 2003 SECURITIES PLAN

As of the date of this Information Statement, no employee has been granted
Options or Shares under the Plan.

PROPOSAL FIVE
ADOPTION OF SECOND RESTATED BYLAWS

On February 28, 2003, the Board of Directors approved, subject to
stockholder approval, the Second Restated Bylaws of Anza Capital, Inc. In order
to simplify the Company's Bylaws and subsequent amendments, including changing
the name of the Bylaws to correspond with the Company's current name, the Board
of Directors believes it in the Company's best interest to adopt the Second
Restated Bylaws of Anza Capital, Inc.

The Second Restated Bylaws will become effective upon their execution,
anticipated to be approximately twenty-one (21) days after this Information
Statement has been distributed to the Company's stockholders.

PROPOSAL SIX
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors has appointed McKennon Wilson & Morgan LLP,
independent auditors, to audit the consolidated financial statements of the
Company for the fiscal year ending April 30, 2003,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 McKennon Wilson & Morgan LLP are expected to be present
at the annual meeting, will have the opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate
questions.

AUDIT FEES

During the fiscal year ended April 30, 2002, McKennon Wilson & Morgan LLP
billed the Company approximately $75,500 in fees for professional services. Of
this amount, $48,000 was for performing the audits of the Company's annual
financial statements, which include the stand-alone financial statements of
American Residential Funding, Inc. filed with the Department of Housing and
Urban Development ("HUD"), as well as various state regulatory bodies, $17,000
was for reviewing the Company's quarterly financial statements included in its
quarterly reports on Form 10-QSB for the fiscal year then ended, and $4,000 for
services responding to inquiries of regulatory bodies.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

During the fiscal year ended April 30, 2002, the Company did not engage
McKennon Wilson & Morgan LLP to provide advice regarding financial information
systems design and implementation.

ALL OTHER FEES

During the fiscal year ended April 30, 2002, McKennon Wilson & Morgan LLP
billed the Company approximately $6,500 for professional services related to
preparation of income tax returns.

The Company does not have an audit committee, however, the Company's Board
of Directors has considered whether the services provided by McKennon Wilson &
Morgan LLP in connection with the other fees is compatible with maintaining the
independence of McKennon Wilson & Morgan LLP.

PROPOSAL SEVEN
RATIFICATION OF RECENT RESTRUCTURING TRANSACTIONS
INVOLVING PREFERRED STOCKHOLDERS AND DEBTHOLDERS

The Board of Directors has authorized and approved the following trans-
actions, which were undertaken as part of a plan of restructuring the Company,
so as to better position it for growth and acquisitions, and seeks ratification
of such approvals.

(a) Stock Exchange Agreement dated February 28, 2003, by and
between Anza Capital, Inc. and Keyway Investments, Ltd. Under the terms of the
agreement, Keyway exchanged 4,006 shares of Series C Convertible Preferred Stock
for (i) 8,181,491 shares of common stock, (ii) 2,003 shares of newly created
Series D Convertible Preferred Stock, and (iii) warrants to acquire 183,168
shares of common stock, exercisable for a period of five years, with each
one-third at an exercise price of $0.50, $0.75, and $0.90 per share,
respectively.

(b) Stock Exchange Agreement dated February 28, 2003 by and
between Anza Capital, Inc. and EURAM Cap Strat. "A" Fund Limited. Under the
terms of the Agreement, EURAM exchanged 4,051 shares of Series C Convertible
Preferred Stock for (i) 8,273,395 shares of common stock, (ii) 2,025.5 shares of
newly created Series D Convertible Preferred Stock, and (iii) warrants to
acquire 185,226 shares of common stock, exercisable for a period of five years,
with each one-third at an exercise price of $0.50, $0.75, and $0.90 per share,
respectively.

(c) Stock Exchange Agreement dated February 28, 2003 by and
between Anza Capital, Inc. and The dotCom Fund, LLC. Under the terms of the
agreement, dotCom Fund exchanged 2,195 shares of Series C Convertible Preferred
Stock for (i) 4,482,869 shares of Common Stock, (ii) 1,097.5 shares of newly
created Series D Convertible Preferred Stock, and (iii) warrants to acquire
100,362 shares of common stock, exercisable for a period of five years, with
each one-third at an exercise price of $0.50, $0.75, and $0.90 per share,
respectively.

(d) Stock Exchange Agreement dated February 28, 2003 by and
between Anza Capital, Inc. and Cranshire Capital, L.P. Under the terms of the
agreement, Cranshire exchanged 6,151 shares of Series C Convertible Preferred
Stock for (i) 12,562,245 shares of common stock, (ii) 3,075.5 shares of newly
created Series D Convertible Preferred Stock, and (iii) warrants to acquire
281,244 shares of common stock, exercisable for a period of five years, with
each one-third at an exercise price of $0.50, $0.75, and $0.90 per share,
respectively.

(e) Stock Exchange Agreement dated February 28, 2003, by and
between Anza Capital, Inc. and Barbara Dunster. Under the terms of the
agreement, Dunster exchanged 86,911 shares of Series A Convertible Preferred
Stock for 43,456 shares of newly created Series E Convertible Preferred Stock.

(f) Stock Exchange Agreement dated February 28, 2003, by and
between Anza Capital, Inc. and the Staron Family Trust. Under the terms of the
agreement, Staron exchanged 347,643 shares of Series A Convertible Preferred
Stock for 173,822 shares of newly created Series E Convertible Preferred Stock.

(g) Debt Exchange Agreement dated February 28, 2003, by and
between Anza Capital, Inc. and Vincent Rinehart. Under the terms of the
agreement, Rinehart (i) cancelled options to acquire 2,500,000 shares of common
stock 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.

MATERIAL PROVISIONS OF SECURITIES BEING EXCHANGED

The Series C Convertible Preferred Stock is convertible, at any time at the
option of the holder, into shares of common stock at a price equal to the lesser
of: (a) $6.91 per share; or (b) 85% of the average closing bid price of the
common stock during the five trading days preceding the conversion. The
conversion rights were suspended as part of the Stock Exchange Agreement dated
February 28, 2003 until the earlier to occur of (i) the annual shareholders
meeting, or (ii) June 30, 2003.

The Series A Convertible Preferred Stock is convertible, at any time at the
option of the holder, into shares of common stock at a price equal to 90% of the
last trade price on the trading day prior to conversion. The conversion rights
were suspended as part of the Stock Exchange Agreement dated February 28, 2003,
until the earlier to occur of (i) the annual shareholders meeting, or (ii) June
30, 2003.

MATERIAL PROVISIONS OF SECURITIES BEING ACQUIRED IN THE EXCHANGE

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.

Each share of Series E Convertible Preferred Stock (after giving effect to
the 1-for-20 reverse stock split) (i) has a liquidation preference (after the
Series D Convertible Preferred Stock) equal to $1.00 per share, (ii) is entitled
to a monthly, non-cumulative dividend equal to 12% per annum, payable in cash,
and (iii) may be converted, only upon the mutual written consent of the holder
and the Company, into common stock at the average of the closing bid price for
the last ten days prior to the conversion date. The Series E Convertible
Preferred Stock does not have any voting rights.

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.

The Company is not in arrears with respect to any dividends on its Series A
or Series C Convertible Preferred Stock which is being exchanged.

PROPOSAL EIGHT
RATIFICATION OF THE COMPANY'S STOCK REPURCHASE PLAN

The Board of Directors has authorized the President of the Corporation to
review plans for the repurchase of an undetermined number of shares of Anza
Capital, Inc. common stock, and seeks ratification of such authorization. The
shares may be repurchased from time to time in the open market or through
negotiated transactions. The amount and timing of purchases under the program
will depend upon a number of factors, including the price and availability of
the Company's shares and general market conditions. The repurchased shares may
be reserved for later reissue in connection with employee benefit plans and
other general corporate purposes.

PROPOSAL NINE
RATIFICATION OF ACQUISITION STRATEGY

The Board of Directors has authorized and instructed the President of the
Corporation to seek acquisition candidates, and seeks ratification of such
instructions. The acquisition strategy is anticipated to focus initially on
financial service providers, such as credit reporting, appraising, banking, and
insurance. Candidates outside these industries will be considered on a
case-by-case basis.

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the current directors
and executive officers of the Company, the principal offices and positions with
the Company held by each person and the date such person became a director or
executive officer of the Company. The executive officers of the Company 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 52 Director, President, Chief Executive Officer, and
Principal Accounting Officer

Scott A. Presta 30 Director

EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended April 30, 2002
and 2001. 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, if any, whether paid or
deferred.

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

Vincent Rinehart . . 2002 290,000 5,000 24,000 -0- 2,500,000 -0- -0-
Pres., CEO, Chairman 2001 180,697 -0- 17,364 -0- -0- -0- -0-

Scott A. Presta. . . 2002 -0- -0- -0- -0- -0- -0- -0-
Director . . . . . . 2001 -0- -0- -0- -0- -0- -0- -0-

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 . . . . . 2,500,000 100% N/A N/A
Scott A. Presta. . . . . . -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
SHARES ACQUIRED SECURITIES UNDERLYING OPTION/SARS
ON VALUE OPTIONS/SARS AT FY-END AT FY-END
EXERCISE 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

COMPENSATION OF DIRECTORS

Directors of the Company receive no compensation as a Director but they 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

Effective March 1, 1999, we 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 the Company's common stock in exchange
for all of the issued and outstanding stock of e-Net Mortgage, which became the
Company's wholly owned subsidiary. Regarding City Pacific, its shareholders
received 500,000 shares of the Company's common stock in exchange for all of the
issued and outstanding stock of City Pacific, which also became our wholly owned
subsidiary. Effective as of March 1, 1999, Michael Roth, who had owned 100% of
e-Net Mortgage, became the Chairman, CEO, President, a director, and the owner
of 44% of common stock. 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 common
stock. Following this transaction, the Company entered into a series of
acquisitions as part of our strategy of horizontal market penetration and in an
effort to increase revenues.

On November 29, 1999, the Company issued 250,000 shares of common stock to
Paul Stevens 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, the
Company integrated VPN Partners with VPNCOM.Net, Inc. (previously known as City
Pacific). At the time of the transaction, the Company's management believed
that VPN Partners and Mr. Stevens would contribute materially to the Company's
planned expansion.

On January 12, 2000, as revised on April 12, 2000, we 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"), in exchange for EMB common stock. Mr.
Rinehart, now one of the Company's officers and one of two directors, controls
AMRES Holding and his shares of the Company's common stock are held in the name
of AMRES Holding. 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 one apartment building in Long Beach,
California, which is 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 Class B Convertible Preferred Stock (the "B Preferred") to AMRES
Holding/Rinehart, and 300,000 shares of the Company's 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. Upon
closing, Titus Real Estate became the Company's wholly owned subsidiary. The
consideration given was valued at $1.6 million, all of which was allocated to
Goodwill to be amortized over a period of 10 years. Management had hoped that
the acquisition of Titus Real Estate would increase the 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 the Company's investment in Titus
Real Estate.

On February 14, 2000, in a continuing effort 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, we issued
250,000 shares of the Company's common stock, valued at $2.3 million, to the
selling shareholders of LoanNet, which became a wholly-owned subsidiary. 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 the Company's investment in LoanNet.

On March 1, 2000, the Company sold VPNCOM.Net, Inc., which had proven to be
unprofitable and inconsistent with the Company changing business structure, to
Al Marchi, its then-President. The sales consideration consisted of a 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
common stock owned by Mr. Marchi.

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, valued at $196,510, to the selling shareholders of
ExpiDoc, which became a wholly owned subsidiary. 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.

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, 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 a 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.
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 7.5 million shares of 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 the
Company's accumulated deficit. On April 12, 2000, James E. Shipley, the former
CEO of EMB, was elected Chairman of the Board of Directors and Vincent Rinehart
was elected President, Chief Executive Officer, and a director. Bravo Real
Estate never commenced operations, had no assets, and is no longer an operating
subsidiary.

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

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 one of the officers and
directors, as well as an officer of all of the Company's wholly-owned
subsidiaries.

On April 12, 2000, in accordance with 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 $1.0 million. On April 20, 2000, the Company agreed
with AMRES Holding/Rinehart and Mr. Presta to amend the Titus Purchase Agreement
to provide for the return of 100,000 shares of Class B Preferred Stock issued to
AMRES Holding 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 as Secretary and director.

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 150,000 shares 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 was granted options to acquire
2,500,000 shares of common stock at the closing price on the date of the
agreement, which shall vest over a three-year period. The number of shares to
be acquired upon exercise of the options shall not be adjusted for a stock
split, and is limited to both a maximum value of $1,900,000, and 20% of the
outstanding common stock of the Company. Mr. Rinehart's Employment Agreement
was ratified by the shareholders of the Company at the 2001 Annual Shareholders
Meeting.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (BEFORE
EFFECTIVENESS OF PROPOSALS)

The following table sets forth, as of March 5, 2003, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each officer and director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's 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
Stock. . . . . Vincent Rinehart 10,145,500 10.2%

Common
Stock. . . . . Scott A. Presta 865,500 less than 1%

Cranshire Capital, L.P. (3)
c/o Downsview Capital, Inc.
Common 666 Dundee Road, Suite 1901
Stock. . . . . Northbrook, Illinois 60062 12,562,245 12.7%

21st Century Beneficial Trust (4)
Common 1061 East Flamingo, Suite 1
Stock. . . . . Las Vegas, NV 89119 7,500,000 7.6%

EURAM Cap Strat. "A" Fund Limited (3)
c/o JMJ Capital, Inc.
Common 666 Dundee Road, Suite 1901
Stock. . . . . Northbrook, Illinois 60062 8,273,395 8.3%

Keyway Investments, Ltd. (3)
19 Mount Havlock
Common Douglas, Isle of Man
Stock. . . . . United Kingdom 1m1 2QG 9,674,263 8.8%

The dotCom Fund, LLC (3)
Common 666 Dundee Road, Suite 1901
Stock. . . . . Northbrook, Illinois 60062 4,482,869 4.5%

Common All officers and directors as a group
Stock. . . . . (2 persons) 11,011,000 11.1%

(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) Based on 99,099,900 shares outstanding as of March 5, 2003.

(3) Does not include shares which may be issued upon the conversion of
holder's Series C Convertible Common Stock because the conversion rights were
suspended as part of the Stock Exchange Agreement dated February 28, 2003 until
the earlier to occur of (i) the annual shareholders meeting, or (ii) June 30,
2003. The Series C Convertible Preferred Stock is convertible, at any time at
the option of the holder, into shares of common stock at a price equal to the
lesser of: (a) 6.91 per share; or (b) 85% of the average closing bid price of
the common stock during the five trading days preceding the conversion.

(4) Represents shares originally issued to EMB Corporation, who, to the
best knowledge of the Company, assigned them to 21st Century Beneficial Trust.

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

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

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

EURAM Cap Strat. "A" Fund Limited
c/o JMJ Capital, Inc.
SERIES C 666 Dundee Road, Suite 1901
PREFERRED (1). . . . . Northbrook, Illinois 60062 2,025.5 24.7% (2)

Keyway Investments, Ltd
19 Mount Havlock
SERIES C Douglas, Isle of Man
PREFERRED (1). . . . . United Kingdom 1M1 2QG; 2,003 24.4% (2)

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

Barbara Dunster
5319 Appian Way
SERIES A PREFERRED (3) Long Beach, California 90242 347,643 80% (4)

Staron Family Trust
12139 Julius Avenue
SERIES A PREFERRED (3) Downey, California 90242 86,911 20% (4)

All officers and directors as a group
(2 persons) -0- -0-

(1) The Series C Convertible Preferred Stock is convertible, at any time at
the option of the holder, into shares of common stock at a price equal to the
lesser of: (a) 6.91 per share; or (b) 85% of the average closing bid price of
the common stock during the five trading days preceding the conversion. The
conversion rights were suspended as part of the Stock Exchange Agreement dated
February 28, 2003 until the earlier to occur of (i) the annual shareholders
meeting, or (ii) June 30, 2003.

(2) Based on 8,201.5 shares of Series D Convertible Preferred Stock
outstanding as of March 5, 2003.

(3) The Series A Convertible Preferred Stock is convertible, at any time at
the option of the holder, into shares of common stock at a price equal to 90% of
the last trade price on the trading day prior to conversion. The conversion
rights were suspended as part of the Stock Exchange Agreement dated February 28,
2003, until the earlier to occur of (i) the Annual Shareholders Meeting, or (ii)
June 30, 2003.

(4) Based on 434,554 shares of Series E Convertible Preferred Stock
outstanding as of March 5, 2003.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(AFTER EFFECTIVENESS OF PROPOSALS)

The following table sets forth, as of a date after giving effect to each of
the proposals set forth herein, certain information with respect to the
Company's equity securities owned of record or beneficially by (i) each officer
and director of the Company; (ii) each person who owns beneficially more than 5%
of each class of the Company's outstanding equity securities; and (iii) all
directors and executive officers as a group.

COMMON STOCK
(AFTER EFFECTIVENESS OF PROPOSALS)
----------------------------------

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

Common
Stock. . . . . . . . . . . . . . . Vincent Rinehart (3) 507,275 10.2%

Common
Stock. . . . . . . . . . . . . . . Scott A. Presta 6,025 less than 1%

Cranshire Capital, L.P. (4)
c/o Downsview Capital, Inc.
Common 666 Dundee Road, Suite 1901
Stock. . . . . . . . . . . . . . . Northbrook, Illinois 60062 628,113 12.7%

21st Century Beneficial Trust (5)
Common 1061 East Flamingo, Suite 1
Stock. . . . . . . . . . . . . . . Las Vegas, NV 89119 375,000 7.6%

EURAM Cap Strat. "A" Fund Limited (6)
c/o JMJ Capital, Inc.
Common 666 Dundee Road, Suite 1901
Stock. . . . . . . . . . . . . . . Northbrook, Illinois 60062 413,670 8.3%

Keyway Investments, Ltd. (7)
19 Mount Havlock
Common Douglas, Isle of Man
Stock. . . . . . . . . . . . . . . United Kingdom 1m1 2QG 483,714 8.8%

The dotCom Fund, LLC (8)
Common 666 Dundee Road, Suite 1901
Stock. . . . . . . . . . . . . . . Northbrook, Illinois 60062 224,144 4.5%

Common All officers and directors as a group
Stock. . . . . . . . . . . . . . . (2 persons) (3) 550,550 11.1%

(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) Based on 4,954,995 shares outstanding.

(3) Does not include 1,880,000 shares of common stock which may be acquired
by Rinehart beginning on February 28, 2004 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 that number of
votes equal to the number of shares of common stock which may be acquired upon
conversion.

(4) Does not include 390,004 shares of common stock which may be acquired
by Cranshire beginning on February 28, 2004 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 that
number of votes equal to the number of shares of common stock which may be
acquired upon conversion.

(5) Represents shares originally issued to EMB Corporation, who, to the
best knowledge of the Company, assigned them to 21st Century Beneficial Trust.

(6) Does not include 256,854 shares of common stock which may be acquired
by EURAM beginning on February 28, 2004 upon the conversion of 2,025.5 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.

(7) Does not include 254,000 shares of common stock which may be acquired
by Keyway beginning on February 28, 2004 upon the conversion of 2,003 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.

(8) Does not include 139,174 shares of common stock which may be acquired
by dotCom beginning on February 28, 2004 upon the conversion of 1,097.5 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.

PREFERRED STOCK
(AFTER EFFECTIVENESS OF PROPOSALS)
----------------------------------

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

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

EURAM Cap Strat. "A" Fund Limited
c/o JMJ Capital, Inc.
SERIES D 666 Dundee Road, Suite 1901
PREFERRED (1). . . . . . . . . . . Northbrook, Illinois 60062 2,025.5 24.7% (2)

Keyway Investments, Ltd
19 Mount Havlock
SERIES D Douglas, Isle of Man
PREFERRED (1). . . . . . . . . . . United Kingdom 1M1 2QG; 2,003 24.4% (2)

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

Barbara Dunster
5319 Appian Way
SERIES E PREFERRED (3) . . . . . . Long Beach, California 90242 173,822 80% (4)

Staron Family Trust
12139 Julius Avenue
SERIES E PREFERRED (3) . . . . . . Downey, California 90242 43,456 20% (4)

Vincent Rinehart
c/o Anza Capital, Inc.
3200 Bristol Street, Suite 700
SERIES F PREFERRED (5) . . . . . . Costa Mesa, California 92626 18,800 100% (6)

All officers and directors as a group
(2 persons) 18,800 (7) 100% (7)

(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 E Convertible Preferred Stock (after giving effect
to the 1-for-20 reverse stock split) (i) has a liquidation preference (after the
Series D Convertible Preferred Stock) equal to $1.00 per share, (ii) is entitled
to a monthly, non-cumulative dividend equal to 12% per annum, payable in cash,
and (iii) may be converted, only upon the mutual written consent of the holder
and the Company, into common stock at the average of the closing bid price for
the last ten days prior to the conversion date. The Series E Convertible
Preferred Stock does not have any voting rights.

(4) Based on 217,278 shares of Series E Convertible Preferred Stock
outstanding.

(5) 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.

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

(7) Represents Series F Convertible Preferred Stock only.

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.

To the Company's knowledge, none of the required parties are delinquent in
their 16(a) filings.

SHAREHOLDER PROPOSALS

Any shareholder desiring to submit a proposal for action at the 2003 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, 2003 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
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-KSB to
Shareholders for the year ended April 30, 2002 with this Information Statement.

By order of the Board of Directors

----------------------------------
Vincent Rinehart, President

Costa Mesa, California
March ___, 2003