SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RINEHART VINCENT R

(Last)

(First)

(Middle)

4425 ATLANTIC AVE

SUITE A-15

(Street)

LONG BEACH

90807

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANZA CAPITAL INC [ ANZA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2006

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	03/03/2006		S⁽¹⁾		831,375	D	⁽¹⁾	156,900	D
COMMON STOCK	03/03/2006		C		1,880,000	A	⁽²⁾	2,036,900	D
COMMON STOCK	03/03/2006		S⁽¹⁾		1,880,000	D	⁽¹⁾	156,900	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SERIES F CONVERTIBLE PREFERRED STOCK	⁽³⁾	03/03/2006		C			18,800	02/28/2003	⁽⁴⁾	COMMON STOCK	1,880,000	⁽⁵⁾	0	D
COMMON STOCK WARRANTS⁽⁶⁾	$0.1	03/03/2006		S			250,000	10/11/2004	10/11/2009	COMMON STOCK	250,000	⁽⁷⁾	0	D

Explanation of Responses:

1. Reporting Person sold common stock of Issuer to a third party in a change of control transaction in exchange for certain assets of the Issuer being transferred to AMRES Holding, LLC, an entity controlled by the Reporting Person.

2. Reporting Person acquired common stock from conversion of the Issuer's Series F Convertible Preferred Stock, which did not have a conversion price.

3. 1-for-100.

4. The Series F Preferred Stock does not expire.

5. The shares of Series F Preferred Stock were issued to the Reporting Person in exchange for the surrender of a promissory note in the principal amount of $438,509.

6. Warrants were in the name of AMRES Holding, LLC, an entity controlled by the Reporting Person.

7. The warrants were issued in a transaction whereby AMRES Holding, LLC, an entity controlled by the Reporting Person, loaned the Issuer $125,000.

	/s/ Vincent Rinehart	03/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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