SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO FORM 8-K
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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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
c/o Viking Investments
65 Broadway, Suite 888
New York, NY 10006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 430-6548
(ISSUER TELEPHONE NUMBER)
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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.
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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) Singer, Lewak, Greenbaum & Goldstein LLP's was our independent accountants
for the fiscal year ending April 30, 2005 only and they opined on one year of
financial statements, specifically, the year ending April 30, 2005.
(ii) 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 dismissal on March 8, 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.
(iii) Singer Lewak Greenbaum & Goldstein LLP's report on 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
reports 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.
(iv) In connection with their audit of our financial statements for the fiscal
year ended April 30, 2005 and reviews of the interim periods preceding March 8,
2006, 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.
(v) During the fiscal year ended April 30, 2005 and the interim period
subsequent 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.
(vi) 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
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16 Letter from Singer Lewak Greenbaum & Goldstein LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ANZA CAPITAL, INC.
By: /s/ Li Shaoming
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Li Shaoming
CEO
Dated: May 2, 2006
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