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):     SEPTEMBER 11, 2004



                               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.)



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

     On  September  11,  2004, we entered into a Term Sheet with Peter and Irene
Gauld  for  the  purpose  of  outlining  the  material terms of a Stock Exchange
Agreement. We have no existing material relationship with the Gauld's.

     The  transaction  provides  for  the  Gauld's  to deliver to us one million
(1,000,000) shares of common stock of Cash Technologies, Inc. (the "TQ Shares"),
an  unrelated company traded on the American Stock Exchange. In exchange for the
TQ  shares,  we  will  create  a new series of preferred stock known as Series G
Convertible  Preferred  Stock, and will issue to them 500,000 shares of Series G
Preferred  Stock,  having  an  original issue price of $1,000,000. As additional
consideration  for  the  transaction,  we  will issue to the Gauld's warrants to
acquire 2,000,000 shares of our common stock at $0.10 per share.

     The  Series G Preferred Shares will be entitled to receive a dividend equal
to $10,000 per month, will be convertible into our common stock at the lesser of
$0.08  per  share  or  80%  of our 30-day average closing bid price prior to the
delivery  of  a  conversion  notice. Either party may demand a rescission of the
transaction,  in  which  case  the  Series G Convertible Preferred Stock will be
delivered  back  to  us, and we would deliver the TQ Shares back to the Gauld's;
both  the  Series  G  Preferred  Stock  and the TQ Shares will be held in escrow
during  the  one  year  following the closing of the transaction to facilitate a
rescission,  if  necessary.

EXHIBITS

 ITEM NO.               DESCRIPTION
 -------                -----------

 10.1                   Term Sheet executed September 11, 2004.


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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: September 15, 2004             Anza Capital, Inc.,
                                      a Nevada corporation



                                      /s/  Vincent  Rinehart
                                      ------------------------------------------
                                      By  Vincent  Rinehart
                                      Its: President and Chief Executive Officer


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