-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GVBGqoT/LqAOns4B1T9q/nYoiL17nbk3Ihw1JxJT+lAl2+P+0JE/54xSOsmbgoWT xfM9WQ71YVLyG/T69DSNHw== 0001015402-04-004266.txt : 20041012 0001015402-04-004266.hdr.sgml : 20041011 20041012151018 ACCESSION NUMBER: 0001015402-04-004266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041011 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANZA CAPITAL INC CENTRAL INDEX KEY: 0000926844 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 881273503 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24512 FILM NUMBER: 041074697 BUSINESS ADDRESS: STREET 1: 3200 BRISTOL STREET STREET 2: SUITE 710 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7148662100 MAIL ADDRESS: STREET 1: 3200 BRISTOL STREET STREET 2: SUITE 710 CITY: COSTA MESA STATE: CA ZIP: 92626 FORMER COMPANY: FORMER CONFORMED NAME: E-NET FINANCIAL COM CORP DATE OF NAME CHANGE: 20000317 FORMER COMPANY: FORMER CONFORMED NAME: E-NET COM CORP DATE OF NAME CHANGE: 20000127 FORMER COMPANY: FORMER CONFORMED NAME: E NET FINANCIAL CORP DATE OF NAME CHANGE: 19990920 8-K 1 doc1.txt 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): OCTOBER 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 October 11, 2004, we entered into a Note and Warrant Purchase Agreement whereby our wholly-owned subsidiary, American Residential Funding, Inc., borrowed $125,000 from Amres Holding, LLC, a related party partially owned and controlled by our sole officer and director, Vincent Rinehart. American Residential Funding, Inc. issued a secured convertible note to the borrower, convertible into our common stock at 75% of the average closing bid price for the five trading days before conversion. As additional consideration, we issued a warrant to the borrower to purchaser 250,000 shares of our common stock at $0.10 per share. ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On October 11, 2004, we issued warrants to purchase 250,000 shares of our common stock at $0.10 per share to Amres Holding, LLC, a related party partiall owned and controlled by our sole officer and director, Vincent Rinehart. We also agreed to the conversion terms of that certain convertible secured promissory note executed by American Residential Funding, Inc. to be converted into our common stock at 75% of the average closing bid price for the five trading days before conversion. The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholders were accredited.
EXHIBITS ITEM NO. DESCRIPTION - -------- ----------- 10.1 Note and Warrant Purchase Agreement dated October 11, 2004 10.2 Convertible Secured Promissory Note dated October 11, 2004 10.3 Warrant dated October 11, 2004 10.4 Security Agreement dated October 11, 2004
2 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: October 12, 2004 Anza Capital, Inc., a Nevada corporation /s/ Vincent Rinehart ------------------------------------------- By Vincent Rinehart Its: President and Chief Executive Officer 3 EX-10.1 2 doc2.txt EXHIBIT 10.1 AMERICAN RESIDENTIAL FUNDING, INC. ANZA CAPITAL, INC. ____________________________ NOTE AND WARRANT PURCHASE AGREEMENT ____________________________ NOTE AND WARRANT PURCHASE AGREEMENT This Note and Warrant Purchase Agreement is made as of the 11th day of October, 2004 (the "EFFECTIVE DATE") by and between American Residential Funding, Inc., a Nevada corporation (the "COMPANY"), Anza Capital, Inc, a Nevada corporation ("ANZA"), and Amres Holding, LLC, a Nevada limited liability company ("PURCHASER"). The parties hereby agree as follows: 1. Amount and Terms of the Loan; Issuance of Warrants 1.1 The Loan. Subject to the terms of this Agreement, the Purchaser agrees to lend to the Company the amount set forth opposite Purchaser's name on the Schedule of Purchasers attached hereto (each, a "LOAN AMOUNT") against the issuance and delivery by the Company of a convertible secured promissory note for the Loan Amount in substantially the form attached hereto as Exhibit A --------- (each, a "NOTE" and collectively, the "NOTES"), dated the applicable Closing Date (as defined below). Each Note may be converted, at Purchaser's option, into shares of the Company's capital stock as provided in such Note. 1.2 Issuance of Warrant. Subject to the terms of this Agreement, Anza agrees to sell to Purchaser, and Purchaser agrees to purchase, at the Closing (as hereinafter defined), a warrant for the amount of shares set forth in the Schedule of Purchasers attached hereto in substantially the form attached hereto as Exhibit B (the "WARRANT"). --------- 2. The Closing 2.1 Closing Date. The closing of the purchase and sale of the Note and Warrant (the "CLOSING") shall be held on the Effective Date, or at such other time as the Company and the Purchaser shall agree (the "CLOSING DATE"). 2.2 Delivery. At the Closing, (i) Purchaser will deliver to the Company a check or wire transfer funds in the amount of Purchaser's Loan Amount as indicated on the Schedule of Purchasers; and (ii) the Company shall issue and deliver to Purchaser a Note in favor of Purchaser payable in the principal amount of Purchaser's Loan Amount and Anza shall issue and deliver to Purchaser a Warrant to purchase the applicable number of shares of Anza's common stock. 3. Representations, Warranties and Covenants of the Company and Anza The Company and Anza hereby represent and warrant to each Purchaser as follows: Page 1 of 9 3.1 Corporate Power. The Company and Anza will have at the Closing Date all requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. 3.2 Authorization. All corporate action on the part of the Company and Anza, their directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company's obligations hereunder, including the issuance and delivery of the Note and Warrant and the reservation of the equity securities issuable upon exercise of the Warrant or conversion of the Note has been taken or will be taken prior to the issuance of such equity securities. This Agreement, the Note and the Warrant, when executed and delivered by the Company and Anza, shall constitute valid and binding obligations of the Company and Anza enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. All common stock of Anza, when issued in compliance with the provisions of this Agreement, the Note or the Warrant, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances. The issuance of the Note and Warrant pursuant to the provisions of this Agreement will not violate any preemptive rights or rights of first refusal granted by the Company or Anza, and the Note and Warrant will be issued in compliance with all applicable federal and state securities laws, and will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the holders through no action of the Company or Anza; provided, however, that the Note and the Warrant may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time the transfer is proposed. 3.3 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company and Anza in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Note, the Warrant and the equity securities issuable upon exercise of the Warrant, conversion of the Note or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at the Closing, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis. 3.4 Offering. Assuming the accuracy of the representations and warranties of Purchaser contained in Section 4 hereof, the offer, issue, and sale of the Note and Warrant are and will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "ACT"), and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws. Page 2 of 9 4. Representations and Warranties of the Purchaser 4.1 Purchase for Own Account. Purchaser represents that he is acquiring the Note, the equity securities issuable upon conversion of the Note, the Warrant and the equity securities issuable upon exercise of the Warrant (collectively, the "SECURITIES") solely for his own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention. 4.2 Ability to Bear Economic Risk. Purchaser acknowledges that an investment in the Securities involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment. 4.3 Further Limitations on Disposition. Purchaser further acknowledges that the Securities are restricted securities under Rule 144 of the Act, and, therefore, when issued by Company to Purchaser will contain a restrictive legend substantially similar to the following: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until: (a) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or (b) Purchaser shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws. Page 3 of 9 (c) Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a stockholder or partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Purchasers hereunder. (d) Accredited Investor Status. Purchaser is an "accredited investor" as such term is defined in Rule 501 under the Act. 5. Miscellaneous 5.1 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 5.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California. 5.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 5.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company and Anza at 3200 Bristol Street, Suite 700, Costa Mesa, CA 92626, Facsimile (714) 424-0389, and to Purchaser at the address set forth on the Schedule of Purchasers attached hereto or at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other parties hereto. 5.6 Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company, Anza, and the Purchaser. Page 4 of 9 5.7 Entire Agreement. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. 5.8 Expenses. The Company shall pay all costs and expenses with respect to the negotiation, execution, delivery and performance of the Agreement. 5.9 Conflict of Interest. Purchaser acknowledges that The Lebrecht Group, APLC represents Anza and has represented Anza in connection with the negotiation and drafting of this Agreement. One or more of the Purchaser's may be affiliated with Anza, and the Company, Anza, and Purchaser hereby waive any conflict of interest that may arise as a result of the representation by The Lebrecht Group, APLC. [remainder of page intentionally left blank; signature page to follow] Page 5 of 9 In Witness Whereof, the parties have executed this Note and Warrant Purchase Agreement as of the date first written above. "Company" "Purchaser" American Residential Funding, Inc., Amres Holding, LLC, a Nevada corporation a Nevada limited liability company /s/ Vincent Rinehart /s/ Vincent Rinehart - ----------------------------------- ---------------------------------- By: Vincent Rinehart By: Vincent Rinehart Its: President Its: Managing Member "Anza" Anza Capital, Inc., a Nevada corporation /s/ Vincent Rinehart - ----------------------------------- By: Vincent Rinehart Its: President SCHEDULES AND EXHIBITS Schedule of Purchasers Exhibit A: Form of Convertible Promissory Note Exhibit B: Form of Warrant Page 6 of 9 SCHEDULE OF PURCHASERS Name & Address Loan Amount Warrants ------------------ --------------------------- Amres Holding, LLC $125,000 250,000 Page 7 of 9 EXHIBIT A FORM OF CONVERTIBLE PROMISSORY NOTE Page 8 of 9 EXHIBIT B FORM OF WARRANT Page 9 of 9 EX-10.2 3 doc3.txt EXHIBIT 10.2 THIS CONVERTIBLE SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. CONVERTIBLE SECURED PROMISSORY NOTE $ 125,000 October 11, 2004 Costa Mesa, California For value received, American Residential Funding, Inc., a Nevada corporation (the "Company"), promises to pay to Amres Holding, LLC, a Nevada limited liability company, or its assigns (the "Holder") the principal sum of One Hundred Twenty Five Thousand Dollars ($125,000). The principal hereof and any unpaid accrued interest thereon shall be due and payable on or before 5:00 p.m., Pacific Standard Time, on October 11, 2006 (unless such payment date is accelerated as provided in Section 6 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 7 hereof. Interest shall accrue on the outstanding principal amount at the rate of twelve percent (12%) per annum, compounded annually based on a 365-day year. Interest shall commence with the date hereof and shall continue on the outstanding principal until paid in full. Interest shall be paid to Holder by Company quarterly beginning on January 1, 2005 and on the first day of each calendar quarter thereafter during the term hereof. 1. PREPAYMENT. The Company may, at its option, at any time and from time to time, prepay all or any part of the principal balance of this Note, without penalty or premium, provided that concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, so prepaid to the date of such prepayment; and provided further that prior to making any such prepayments, Company shall first deliver to Holder a written notice of Company's intention to so prepay all or any part of the principal balance, stating therein the amount Company intends to prepay (a "Prepayment Notice"), and Holder will have ten (10) days following receipt of any Prepayment Notice within which to give Company a Notice of Conversion (as hereinafter defined) and elect to convert all or any portion of the principal amount of this Note Company intends to prepay, as stated in the Prepayment Notice, into the common stock of the Company as provided in this Note. 2. CONVERSION. The Holder of this Note is entitled, at its option, at any time beginning on the date hereof, and in whole or in part, to convert the outstanding principal amount of this Note, or any portion of the principal amount hereof, and any accrued interest, into shares of the common stock of Anza Capital, Inc., the parent company of the Company ("Anza"). Any amounts the Holder elects to convert will be converted into common stock at a price equal to 75% of the average closing bid price for Anza's common stock during the five (5) trading days immediately prior to delivery of a Notice of Conversion (the "Conversion Price"). Any conversion shall be effectuated by giving a written notice ("Notice of Conversion") to the 1 Company and to Anza on the date of conversion, stating therein the amount of principal and accrued interest due to Holder under this Note being converted. 3. CONVERSION PRICE ADJUSTMENTS. The Conversion Price shall not be adjusted for stock splits or subdivisions, dividends, or otherwise. 4. TRANSFERABILITY. This Note shall not be transferred, pledged, hypothecated, or assigned by the Holder without the express written consent of the Company, which consent will not be unreasonably withheld. 5. SECURITY. This Note is secured by, and entitled to the benefits of, that certain Company Security Agreement, dated as of even date herewith, executed by the Company in favor of the Holder and granting to Holder a second-priority security interest in and lien upon all of the assets of the Company. 6. DEFAULT. The occurrence of any one of the following events shall constitute an Event of Default: (a) The non-payment, when due, of any principal or interest pursuant to this Note; (b) The material breach of any representation or warranty in this Note. In the event the Holder becomes aware of a breach of this Section 6(b), then provided such breach is capable of being cured by Company, the Holder shall notify the Company in writing of such breach and the Company shall have five (5) business days after notice to cure such breach; (c) The breach of any covenant or undertaking, not otherwise provided for in this Section 6; (d) The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or (e) The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20 days; or the issuance of any order, judgment or decree for the 2 appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company. Upon the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice. 7. NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows: If to the Company: American Residential Funding, Inc. 3200 Bristol Street, Suite 700 Costa Mesa, CA 92626 Attn: President Facsimile No.: (714) 424-0389 If to Anza: Anza Capital, Inc. 3200 Bristol Street, Suite 700 Costa Mesa, CA 92626 Attn: President Facsimile No.: (714) 424-0389 with a copy to: The Lebrecht Group, APLC 22342 Avenida Empresa, Suite 220 Rancho Santa Margarita, CA 92688 Attn: Brian A. Lebrecht, Esq. Facsimile No.: (949) 635-1244 If to Holder: Amres Holding, Inc. 3200 Bristol Street, Suite 700 Costa Mesa, CA 92626 Attn: President Facsimile No.: (714) 424-0389 or at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other Party hereto. 3 8. GOVERNING LAW; VENUE. The terms of this Note shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California. The parties agree that any action brought to enforce the terms of this Note will be brought in the appropriate federal or state court having jurisdiction over Orange County, California. 9. ATTORNEY'S FEES. In the event the Holder hereof shall refer this Note to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Holder's rights, including reasonable attorney's fees, whether or not suit is instituted. 10. CONFORMITY WITH LAW. It is the intention of the Company and of the Holder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note. 11. MODIFICATION; WAIVER. No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holder. [remainder of page intentionally left blank; signature page to follow] 4 IN WITNESS WHEREOF, Company has executed this Convertible Secured Promissory Note as of the date first written above. "Company" American Residential Funding, Inc. a Nevada corporation /s/ Vincent Rinehart - ---------------------------------------- By: Vincent Rinehart Its: President Executed only to acknowledge the conversion provisions of Section 2, above: "Anza" Anza Capital, Inc., a Nevada corporation /s/ Vincent Rinehart - ---------------------------------------- By: Vincent Rinehart Its: President 5 EX-10.3 4 doc4.txt EXHIBIT 10.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE. WARRANT Anza Capital, Inc. (Incorporated under the laws of the State of Nevada) THIS IS TO CERTIFY that, for value received, Amres Holding, LLC, a Nevada limited liability company (the "Holder") is entitled, subject to the terms and conditions set forth herein, to purchase from Anza Capital, Inc., a Nevada corporation (the "Company") up to Two Hundred Fifty Thousand (250,000) fully paid and nonassessable shares of common stock of the Company (the "Warrant Securities") at the exercise price set forth in Section 1 below, (the "Exercise Price"). 1. EXERCISABILITY. This Warrant may be exercised in whole or in part (subject to the limitation in Section 3) at any time, or from time to time, between the date hereof until 5:00 p.m. Pacific Time on the date which is five (5) years from the date hereof, by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by of the Exercise Price. The Exercise Price for each share of common stock of the Company shall be $0.10 per share. 2. MANNER OF EXERCISE. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within ten (10) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder. If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price. Page 1 of 6 3. ADJUSTMENT IN NUMBER OF SHARES. (A) Adjustment for Reclassifications. In case at any time or from ---------------------------------- time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary's capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally. (B) Adjustment for Reorganization, Consolidation, Merger. In case of ---------------------------------------------------- any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation. 4. NO REQUIREMENT TO EXERCISE. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement. 5. NO STOCKHOLDER RIGHTS. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant. 6. EXCHANGE. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender. Page 2 of 6 Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof. 7. ELIMINATION OF FRACTIONAL INTERESTS. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant. 8. RESERVATION OF SECURITIES. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the exercise price, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder. 9. NOTICES TO HOLDER. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur: (a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed. then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Page 3 of 6 10. TRANSFERABILITY. This Warrant may be transferred or assigned by the Holder at any time, and Holder agrees to provide notice to the Company immediately of any such transfer or assignment. 11. INFORMATIONAL REQUIREMENTS. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders. 12. NOTICE. Notices to be given to the Company or the Holder shall be deemed to have been sufficiently given if delivered personally or sent by overnight courier or messenger, or by facsimile transmission. Notices shall be deemed to have been received on the date of personal delivery or facsimile transmission. The address of the Company and of the Holder shall be as set forth in the Company's books and records. 13. CONSENT TO JURISDICTION AND SERVICE. The Company consents to the jurisdiction of any court of the State of California, and of any federal court located in California, in any action or proceeding arising out of or in connection with this Warrant. The Company waives personal service of any summons, complaint or other process in connection with any such action or proceeding and agrees that service thereof may be made, by certified mail directed to the Company at the location provided in Section 12 hereof, or, in the alternative, in any other form or manner permitted by law. Orange County, California shall be proper venue. 14. SUCCESSORS. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns. 15. ATTORNEYS FEES. In the event the Holder or any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney's fees, whether or not suit is instituted. 16. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW. 17. REGISTRATION RIGHTS. (a) Piggyback Registration Rights. If Anza at any time proposes to conduct an offering of its securities so as to register any of its securities under the Securities Act of 1933 (the "Act"), including under an S-1 Registration Statement or otherwise, it will at such time give written notice to Holder, or its assigns, of its intention so to do. Upon the written request of Holder, or assigns, given within 10 days after receipt of any such notice, Anza will use its best efforts to cause the Warrant Securities to be registered under the Act (with the securities which Anza at the time proposes to register). Page 4 of 6 (b) The registration rights set forth herein will terminate upon such time as the Warrant Securities may be resold without regard to volume limitations under Rule 144 promulgated under the Act. IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Santa Ana, California. Dated: October 11, 2004 Anza Capital, Inc., a Nevada corporation /s/ Vincent Rinehart ---------------------------------------- By: Vincent Rinehart Its: President Page 5 of 6 [FORM OF ELECTION TO PURCHASE] The undersigned, the holder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by this Warrant Certificate for, and to purchase securities of Anza Capital, Inc. and herewith makes payment of $___________, and requests that the certificates for such securities be issued in the name of, and delivered to _______________________, whose address is _________________________________________. Dated: ____________________, 20___ __________________________________ By: _____________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) ____________________________________________ (Insert Social Security or Other Identifying Number of Holder) Page 6 of 6 EX-10.4 5 doc5.txt EXHIBIT 10.4 SECURITY AGREEMENT ------------------ This Security Agreement ("Agreement") is made and entered into effective as of October 11, 2004 (the "Effective Date") by and between American Residential Funding, Inc., a Nevada corporation (the "Company"), on the one hand, and Amres Holding, LLC, a Nevada limited liability company (the "Holder"), on the other hand. The Company and the Holder shall each be referred to as a "Party" and collectively as the "Parties." A. Holder is making a loan to Company in the sum of One Hundred Twenty Five Thousand Dollars ($125,000.00) pursuant to that certain Convertible Secured Promissory Note, dated as of even date herewith (the "Note"). B. Pursuant to the terms of the Note, the obligations of the Company to the Holder under the Note are to be secured by a security interest in all of the assets of Company. C. Accordingly, Company has agreed to execute and deliver to Holder this Security Agreement granting to Holder a security interest in the Collateral (as hereinafter defined) as security for the repayment of the Note due to the Holder. NOW THEREFORE, in consideration of the foregoing, the Company and the Holder hereby agree as follows: 1. CREATION OF SECURITY INTEREST Company hereby grants to Holder a security interest in and lien upon the property described in Section 2 of this Agreement (the "Collateral") to secure performance and payment of all of the Company's obligations under the Note. Concurrently with the execution and delivery of this Agreement by the Company, as may be necessary and to the extent requested by Holder, the Company shall execute and deliver to Holder or Holder's Agent financing statements and such other documents requested or required to perfect and establish the priority of the liens granted to Holder hereby. 2. COLLATERAL As collateral for the Note, the Company hereby assigns and grants to Holder a second-priority lien (subordinate to the interests of Wells Fargo Bank, National Association) and security interest in the collateral described in Exhibit A attached hereto. - ---------- 3. COMPANY'S REPRESENTATIONS AND WARRANTIES Company hereby represents and warrants to Holder as follows: (a) Corporate Power. The Company has all the requisite corporate power to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement. 1 (b) Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company's obligations hereunder has been obtained. This Agreement, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. This Agreement will not violate any preemptive rights or rights of first refusal granted by the Company. (c) Clear Title To Collateral. The Company is the sole owner of the Collateral, having good and marketable title thereto, free and clear of any and all liens, encumbrances, claims, or rights of others created by any acts or omissions of Company, except for the security interest granted to Holder. (d) Priority of Lien. This Agreement constitutes a valid and continuing lien on and security interest in the Collateral in favor of Holder, prior to all other liens, encumbrances, security interests and rights of others except Wells Fargo Bank, National Association arising from any acts or omissions of Company, and is enforceable as such as against creditors of and purchasers from Company. 4. EVENTS OF DEFAULT The following events are Events of Default: (a) Failure to Pay. The Company does not pay when due any amount due under the Note or the Company otherwise materially breaches the provisions thereof. (b) Limitations Regarding Collateral. The Company sells, transfers, leases or otherwise disposes of any of the Collateral, or attempts, offers or contracts to do so, or the Company creates, permits or suffers to exist any lien, security interest, encumbrance, claim or right in or to the Collateral other than those agreed to in advance by Holder (the "Other Encumbrances"). Company will, at Company's sole expense, defend the Collateral against and take such other action as is necessary to remove such Other Encumbrances and defend the right, title and interest of Holder in and to any of Company's rights to the Collateral, including without limitation any proceeds and products thereof, against the claims and demands of all persons. (c) Misrepresentation. Any representation or warranty made by the Company herein or in the Note that proves to be untrue in any material respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Company (or any officer, accountant or attorney of the Company) hereunder or under the Note proves to have been untrue in any material respect, as of the date as of which the facts therein set forth were stated or certified. 2 (d) Opportunity to Cure. Any Event of Default described in this Section 4 that is capable of being cured may be cured by the Company within ten (10) calendar days after notice by Holder, which notice to Company shall be in writing. 5. HOLDER'S RIGHTS (a) Rights of Holder Upon Default. If there is an Event of Default which the Company fails to cure within any applicable cure period, the Holder may, at its option and at any time thereafter do the following: (1) declare the entire aggregate amount of the Note then outstanding and the interest and other fees and expenses accrued thereon to be immediately due and payable without notice and without presentment, demand, protest, notice of protest, or other notice of default or dishonor of any kind, all of which are hereby expressly waived by the Company; (2) require Company to assemble the Collateral, including any books and records pertaining to the Collateral, and make them available to Holder at a place designated by Holder; (3) notify any account of the Company, any buyers of the Collateral, and any other person who shares Holder's interest in the Collateral; (4) request confirmation of the status of any account of the Company upon which the account Company is obligated; (5) require Company to obtain Holder's prior written consent to any sale, agreement to sell, or other disposition of any Collateral; or (6) remedy any default or waive any default without waiving the default remedies and without waiving any other prior or subsequent default. (b) Rights Under Uniform Commercial Code. Without limiting any of Holder's rights and remedies under this Agreement, Holder may enforce the security interests and other liens given hereunder, and under the Note and documents referred to herein or contemplated hereby, pursuant to the applicable Uniform Commercial Code and any other applicable law including all legal and equitable remedies available to lenders generally. (c) Payments of Taxes and Insurance. If Company fails to pay any taxes, assessments, insurance premiums, or other amounts due to third parties as required by Company on the Collateral, Holder may in its discretion, and without prior notice to Company, make any such payment. Any payments made by Holder under this paragraph shall not constitute (i) an agreement by Holder to make similar payments in the future, or (ii) a waiver by Holder of any Event of Default under this Agreement. Holder need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance or lien, and the receipt of the notice for the payment thereof shall be conclusive evidence that the same was validly due and owing. (d) Rights and Remedies are Cumulative. All rights and remedies provided herein are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy. 3 6. ADDITIONAL PROVISIONS (a) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows: If to the Company: American Residential Funding, Inc. 3200 Bristol Street, Suite 700 Costa Mesa, CA 92626 Attn: President Facsimile No.: (714) 424-0389 If to Holder: Amres Holding, Inc. 3200 Bristol Street, Suite 700 Costa Mesa, CA 92626 Attn: President Facsimile No.: (714) 424-0389 or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other Party hereto. (b) No Waiver; Cumulative Remedies. Holder shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Holder. A waiver by Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy, which Holder would otherwise have had on any future occasion. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law. (c) Successors and Assigns. All covenants and agreements herein contained by or on behalf of the Company shall bind its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns. The Company may not assign this Agreement or any instruments or documents executed in connection herewith or any of their respective rights hereunder without the prior written consent of the Holder. Holder may transfer, pledge, hypothecate, or assign this Agreement in its sole discretion. (d) Governing Law; Venue. This Agreement shall be governed by and construed under the laws of the State of California as applied to agreements among California residents, made and to be performed entirely within the State of California. The Parties agree that any action brought to enforce the terms of this Agreement will be brought in the appropriate federal or state court having jurisdiction over Orange County, California. 4 (e) Severability. In the event any one or more of the provisions contained in this Agreement, the Note, or in any other instrument or document referred to herein or executed in connection with or as security for the Note, shall, for any reason, be held to be invalid, illegal or unenforceable, such provision(s) shall not affect any other provision of this Agreement, the Note, or any other instrument or document referred to herein or executed in connection with or as security for the Note. (f) Defined Terms. Unless otherwise defined in this Agreement, terms used in this Agreement which are defined in the applicable Uniform Commercial Code are used with the meanings as therein defined. (g) Entire Agreement. This Agreement, along with the Note, constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no Party shall be liable or bound to the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. This Agreement may not be modified or amended except by a written instrument duly executed by all of the Parties. (h) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. (i) Expenses and Fees. The Company agrees to pay or reimburse Holder and Holder's Agent for any and all costs and expenses (including attorneys' fees and expenses) that may be incurred by Holder or Holder's Agent in any effort to enforce any of the provisions of this Agreement or any of the obligations of the Company in respect of any of the collateral described herein or in connection with the preservation of the liens granted hereunder, or the rights of the Holder or Holder's Agent, under this Agreement. [remainder of page intentionally left blank; signature page to follow] 5 IN WITNESS WHEREOF, the Parties have executed this Security Agreement as of the date first written above. "COMPANY" "HOLDERS" American Residential Funding, Inc., Amres Holding, LLC a Nevada corporation a Nevada limited liability company /s/ Vincent Rinehart /s/ Vincent Rinehart - ----------------------------------- ---------------------------------- By: Vincent Rinehart By: Vincent Rinehart Its: President Its: Managing Member 6 EXHIBIT A Collateral Per Section 2 of the Agreement, the Collateral includes (i) all of the Company's equipment, machinery, vehicles, furniture, tools, dies, jigs, and fixtures, and all attachments, accessions and equipment now or hereafter affixed thereto or used in connection therewith, and all substitutions and replacements thereof, wherever located, whether now owned or hereafter acquired (the "Equipment"); (ii) all of the Company's raw materials, work in process, finished goods, and all other inventory (as defined in the Uniform Commercial Code) of whatsoever kind or nature, and all wrapping, packaging, advertising and shipping materials, and any documents relating thereto, and all labels and other devices, names or marks affixed or to be affixed thereto for purposes of selling or of identifying the same or the seller or manufacturer thereof and all of the Company's right, title and interest therein and thereto, wherever located, whether now owned or hereafter acquired (the "Inventory"); (iii) all of the Company's present and future cash, assets, accounts, account receivables, notes, contract rights, chattel paper, checks, drafts, documents, instruments, trademarks, trade names, service names and general intangibles, whether now owned or hereafter acquired, the Company's interest in the goods represented thereby or described in copies of invoices delivered to the Company; all returned, reclaimed or repossessed goods with respect thereto; all rights and remedies of Company under or in connection with such collateral (the "Accounts"); (iv) all of the Company's customers lists, all documents containing names, addresses, telephone numbers, and other information regarding the Company's customers and subscribers (the "Customer Accounts") (v) all of the Company's books, records and other property and general intangibles at any time relating to the Equipment, Inventory, Accounts, and Customer Accounts; and (vi) all products and proceeds of the foregoing, in any form, including without limitation, any claims against third parties for loss or damage to or destruction of any or all of the Equipment, Inventory, Accounts, and Customer Accounts (the "Proceeds"). 7 -----END PRIVACY-ENHANCED MESSAGE-----