SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM 8-K
[GRAPHIC OMITTED]
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 10, 2006
ANZA CAPITAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA O-24512 88-1273503
------------------------------- --------------------- ---------------------------------
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYEE IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
C/O Viking Investments
65 Broadway, Suite 888
New York, NY 10006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 430 6548
(ISSUER TELEPHONE NUMBER)
FORWARD LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant's management as well as
estimates and assumptions made by Registrant's management. When used in the
filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(1) Previous Independent Auditors:
(i) On March 8, 2006, the board of directors of Anza Capital, Inc.,
approved the dismissal of Singer Lewak Greenbaum & Goldstein LLP as independent
auditor for the Company.
(ii) On March 9, 2006, Anza Capital, Inc. was notified by Singer Lewak
Greenbaum &Goldstein LLP that their client-auditor relationship has ceased.
(iii) Management of Anza Capital, Inc. has not had any disagreements
with Singer Lewak Greenbaum & Goldstein LLP related to any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure. For the fiscal year ended April 30, 2005 and through Singer Lewak
Greenbaum & Goldstein LLP termination on March 9, 2006, there has been no
disagreement between the Company and Singer Lewak Greenbaum & Goldstein LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Singer Lewak Greenbaum & Goldstein LLP would have caused
it to make a reference to the subject matter of the disagreement in connection
with its reports.
(iv) The Company's Board of Directors participated in and approved
the decision to change independent accountants. Singer Lewak Greenbaum &
Goldstein LLP 's audit of the Company's financial statements on Form 10-K for
the fiscal year ending April 30, 2005 contained an explanatory paragraph
expressing substantial doubt about the Company's ability to continue as a going
concern. Except as noted in the previous sentence, the report of Singer Lewak
Greenbaum & Goldstein LLP contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to audit scope or accounting principles.
(v) In connection with its review of financial statements through
October 31, 2005, there have been no disagreements with Singer Lewak Greenbaum &
Goldstein 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 Singer Lewak Greenbaum & Goldstein LLP would
have caused them to make reference thereto in their report on the financial
statements.
(vi) During the fiscal years ended April 30, 2005 and 2004 and the
interim period preceding to March 8, 2006, there have been no reportable events
with the Company as set forth in Item 304(a)(i)(v) of Regulation S-K. During the
year ended April 30, 2005, Singer Lewak Greenbaum & Goldstein LLP identified
material weaknesses in Anza Capital, Inc.'s disclosure controls and procedures
where Anza Capital, Inc. was not able to meet its requirements to timely file
its Form 10-K for the year ended April 30, 2005. In addition, Anza Capital, Inc.
did not maintain a sufficient complement of finance and accounting personnel
with adequate depth and skill in the application of accounting principles
generally accepted in the United States of America.
(vii) The Company requested that Singer Lewak Greenbaum & Goldstein
LLP furnish it with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter is filed as an Exhibit
to this Form 8-K.
(2) New Independent Accountants:
(i) The Company engaged, Rotenberg & Co. LLP of Rochester, New York, as
its new independent auditors as of March 8, 2006. Prior to such date, the
Company, did not consult with Rotenberg & Co. LLP regarding (i) the application
of accounting principles, (ii) the type of audit opinion that might be rendered
by Rotenberg & Co. LLP or (iii) any other matter that was the subject of a
disagreement between the Company and its former auditor as described in Item
304(a)(1)(iv) of Regulation S-B.
NUMBER EXHIBIT
16 Letter from Singer Lewak Greenbaum & Goldstein LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANZA CAPITAL, INC.
By: /s/ Li Shaoming
Li Shaoming
CEO
Dated: April 12, 2006