UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2005
Anza Capital, Inc.
(Exact name of registrant as specified in its charter)
Nevada O-24512 88-1273503
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
3200 Bristol Street, Suite 700
Costa Mesa, CA 92626
(Address of principal executive offices) (zip code)
(714) 866-2100
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities
On June 20, 2005, we issued a total of 825,552 shares of our common stock,
restricted in accordance with Rule 144, to the three holders of our Series D
Convertible Preferred Stock as payment of dividends due through March 31, 2005.
The issuances were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, and shareholders were believed to be accredited and/or
sophisticated.
On June 20, 2005, we issued a total of 164,500 shares of our common stock,
restricted in accordance with Rule 144, to Vincent Rinehart, an officer and
director, as payment of dividends through June 30, 2005 on our Series F
Convertible Preferred Stock. The issuance was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, and the shareholder was
accredited.
EXHIBITS
None.
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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.
Dated: June 23, 2005 Anza Capital, Inc.,
a Nevada corporation
/s/ Vincent Rinehart
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By Vincent Rinehart
Its: President and Chief Executive Officer
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