CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                               ANZA CAPITAL, INC.

          (Pursuant to NRS 78.385 and 78.390 - after issuance of stock)

     The  undersigned being the President and Secretary of Anza Capital, Inc., a
Nevada  Corporation, hereby certifies that pursuant to Unanimous Written Consent
of  the Board of Directors of said Corporation on February 28, 2003 and approved
by  the  shareholders at the annual meeting held on April 11, 2003, it was voted
that  this  Certificate  of Amendment of Articles of Incorporation authorizing a
reverse  stock  split  of  the  Corporation's  stock at a ratio of 1-for-20, and
increasing  the  authorized  preferred  stock, be filed.  The effective date for
this  reverse  stock  split  will  be  Tuesday,  April  21,  2003.

     The  undersigned  further  certifies  that  ARTICLE  V  of  the Articles of
Incorporation,  originally filed on August 18, 1988, and as amended, are amended
to  read  as  follows:

     ARTICLE  "V"  is  hereby  amended  to  read  as  follows:

     This  Corporation  is authorized to issue two classes of shares of stock to
be  designated  as  "Common  Stock"  and "Preferred Stock".  The total number of
shares  of  Common  Stock  which  this Corporation is authorized to issue is One
Hundred  Million  (100,000,000)  shares,  par value $0.001.  The total number of
shares  of  Preferred Stock which this Corporation is authorized to issue is Two
Million  Five  Hundred  Thousand  (2,500,000)  shares,  par  value  $0.001.

     Effective April 21, 2003, the issued and outstanding shares of common stock
of  Anza  Capital,  Inc.  shall  be  subject  to a 1-for-20 reverse stock split.

     The  shares  of  Preferred  Stock may be issued from time to time in one or
more  series.  The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is  expressly  authorized to provide for the issue of all or any of
the  shares  of the Preferred Stock in one or more series, and to fix the number
of  shares  and  to determine or alter for each such series, such voting powers,
full  or  limited,  or no voting powers, and such designations, preferences, and
relative,  participating,  optional,  or  other  rights and such qualifications,
limitations,  or  restrictions  thereof, as shall be stated and expressed in the
resolution  or  resolutions  adopted by the Board of Directors providing for the
issue  of  such shares (a "Preferred Stock Designation") and as may be permitted
by  the  General Corporation Law of the State of Nevada.  The Board of Directors
is  also  expressly authorized to increase or decrease (but not below the number
of  shares  of  such series then outstanding) the number of shares of any series
subsequent  to the issue of shares of that series.  In case the number of shares
of  any such series shall be so decreased, the shares constituting such decrease
shall  resume  the  status that they had prior to the adoption of the resolution
originally  fixing  the  number  of  shares  of  such  series."

     The  undersigned  hereby  certifies  that he has on this 12th day of April,
2003 executed this Certificate amending the Articles of Incorporation heretofore
filed  with  the  Secretary  of  State  of  Nevada.

                                /s/ Vincent Rinehart
                              -------------------------
                              Vincent  Rinehart,
                              President  and  Secretary