-----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, J+i84xAi/oGNijLjbmyHqwtiUwpl11CSlQTcEyKED5UTcjg9Jy1jWDdfhZPo7XEk F5oWljWg0L2DvrQZgldPjA== 0001144204-06-044410.txt : 20070122 0001144204-06-044410.hdr.sgml : 20070122 20061031112258 ACCESSION NUMBER: 0001144204-06-044410 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENHUANG PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000926844 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 881273503 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: NO. 281, TAIPING ROAD, TAIPING DISTRICT STREET 2: HARBIN, HEILONGJIANG PROVINCE, CITY: PEOPLES REPUBLIC OF STATE: F4 ZIP: 150050 BUSINESS PHONE: 86-451-5762-0378 MAIL ADDRESS: STREET 1: NO. 281, TAIPING ROAD, TAIPING DISTRICT STREET 2: HARBIN, HEILONGJIANG PROVINCE, CITY: PEOPLES REPUBLIC OF STATE: F4 ZIP: 150050 FORMER COMPANY: FORMER CONFORMED NAME: ANZA CAPITAL INC DATE OF NAME CHANGE: 20020521 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 CORRESP 1 filename1.txt THE LEBRECHT GROUP A PROFESSIONAL LAW CORPORATION Brian A. Lebrecht, Esq. Craig V. Butler, Esq. * Ryan M. Lambert, Esq.** Edward H. Weaver, Esq.** Admitted only in California* Admitted only in Utah** October 30, 2006 U.S. Securities and Exchange Commission Division of Corporation Finance 450 5th Street, NW Washington, D.C. 20549 Attn: Lisa Haynes Re: Anza Capital, Inc. Form 10-K for the Fiscal Year Ended April 30, 2005 Form 10-Q for the Fiscal Quarters Ended July 31, 2005 and October 31, 2005 File No. 000-19065 Dear Ms. Haynes: We herein provide the following responses to your comment letter dated September 7, 2006, regarding the above-listed forms for Anza Capital, Inc. (the "Company"). I have summarized your comments in bold followed by the Company's response. Form 10-K for the Fiscal Year ended April 30, 2005 Financial Statements and Supplementary Data Note 11 - Stockholders' Equity, page F-32 1. We note your response to our prior comment 7 from our letter dated March 21, 2006. It appears from your Consolidated Statements of Stockholders' Equity on page F-8 that you issued common shares of Anza Capital, Inc., and AMRES valued at $703,780 and $900,000, respectively in exchange for consulting services. Please compare and contrast for us how you determined the fair value of the Anza Capital, Inc. common shares and the AMRES common shares. - -------------------------------------------------------------------------------- IRVINE OFFICE: SALT LAKE CITY OFFICE: 9900 RESEARCH DRIVE 406 W. SOUTH JORDAN PARKWAY IRVINE SUITE 160 CALIFORNIA o 92618 SOUTH JORDAN UTAH o 84095 (949) 635-1240 www.thelebrechtgroup.com (801) 983-4948 o FAX (949) 635-1244 o FAX (801) 983-4958 Lisa Haynes U.S. Securities and Exchange Commission October 30, 2006 Page 2 Both the issuances in question were shares of American Residential Funding, Inc. (ARFG.PK) "AMRES," not Anza Capital, Inc. No shares of Anza Capital, Inc. were issued. The fair value of the AMRES shares was determined by the price of AMRES's stock as traded on the Pink Sheets. For the period Nov. 19, 2004 through Feb. 28, 2005, this price was $0.05 to $0.06, per share. From March 9, 2005 through April 13, 2005, the price was between $0.023 to $0.014, per share. Attached hereto as Exhibit A is a spreadsheet listing these transactions. 2. As a related matter, please tell us the following (to the extent more than one consulting firm received shares in exchange for services rendered, please provide a response specific to each firm): o Explain which specific characteristics of the consultants' service agreements resulted in the inability to objectively measure the values associated with services provided by the consultants (refer to paragraphs 8 and 9 of SFAS 123); o Tell us whether the consultants provided invoices for services they performed and if so, the aggregate dollar amount represented by their invoices; and o Tell us whether the consultants were related parties to Anza Capital, Inc., its officers, directors or subsidiaries and if so, please explain the nature of the relationship. a. The consultants provided consulting services related to assisting AMRES in becoming publicly listed on the Pink Sheets. Since a significant number of the shares issued to each consultant were restricted in accordance with Rule 144 (15,000,000 shares), to the best of the Company's knowledge the shares were never sold and are now worthless. o Gunn Allen Financial, Inc. a broker-dealer in Florida, with Norm Farra as their securities advisor, provided a significant amount of advice to AMRES, including introductions to advisors of International Capital Corp. ("ICC") and CJB Consulting, Inc. ("CJB"). Norm Farra spent hours/days seeking the best fit for AMRES, and assisted in AMRES's effort to become a publicly traded company. ICC and CJB introduced AMRES to David Stocker, Esq., an attorney who advised AMRES on issues relative to going public. Mr. Stocker also prepared all initial corporate paperwork, resolutions and filings with the Pink Sheets, as well as stock issuances and a legal opinion. Rather than charge AMRES upwards of $300,000 to do all the paperwork, line up the various needed attorneys (there were several attorneys involved) and securities firms, and introduce AMRES to certain potential investors, ICC and CJB advisors/consultants agreed to accept restricted stock, as well as the ability to purchase some shares at prices below the trading price. In addition, CJB introduced the Company to three to four individuals who became investors in AMRES, including Alma Financial Services of Texas, which purchased 1,000,000 shares (at a discount to market), three other investors who purchased approximately $150,000 in convertible preferred stock, web-site designers and marketers (exclusive investor lists), including Macreport. AMRES also issued 2,000 shares (value at time $100) each to all employees, including officers (except Vincent Rinehart). Because of the type of services provided by the consultants it was deemed to be impossible to value each act, so a "work performed based on certain benchmarks being achieved" approach was taken. The work to be performed was to successfully qualify AMRES for trading on the Pink Sheets for the first time, find qualified investors to purchase AMRES securities, advise of possible acquisition candidates, and assist in introducing AMRES to selected investors who requested to receive information on small-cap companies. The value of these services was discussed over many months in 2004 and early 2005. Ultimately, all parties agreed on a value associated with the completed tasks as noted above, and shares were issued accordingly, through the give and take of negotiations over several months. Lisa Haynes U.S. Securities and Exchange Commission October 30, 2006 Page 3 b. Please see attached Exhibit A and Exhibit B. While no "invoices for services" were provided, Securities Subscription Agreements and Consulting Agreements relating to the tasks noted were executed by the parties. In addition, AMRES was listed on the Pink Sheets, shares were traded, and the company did sell shares to various qualified persons, as negotiated in various agreements. c. The consultants were not related to Anza Capital, Inc., it's officers, directors, or subsidiaries. Company's Statements o The Company is responsible for the adequacy and accuracy of the disclosure in the filing; o Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and o The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please do not hesitate to contact me if you have any questions. Thank you for your time and attention to this matter. Sincerely, /s/ Craig V. Butler, Esq. ---------------------------------------- Craig V. Butler, Esq. EXHIBIT A Stockholders' Equity, page F-32 Initially, 15,000,000 shares were issued to advisors/consultants to facilitate the transaction; that being the successful trading of a private company (AMRES) on the Pink Sheets. The reference, in the second from the bottom paragraph to an additional 3,000,000 sold, are shares included in the last paragraph on F-31 and in Exhibit B. --------- On 11-01-04 (Dec., 2004, shares began trading at .05) shares issued:
Value at Time Shareholder Issued Class (traded ARFG.PK) Eventual Value - ---------------------------------- ------------------------ ---------------- -------------- CJB Consulting, Inc. 5M common 144 restricted .05 ($250,000) worthless (coordinated most matters of listing on Pink Sheets) Gunn Allen Financial, Inc. 3M common 144 restricted .05 ($150,000) worthless (initial advisor; introduced AMRES to CJB; overall advisor) Norm Farra 7M common 144 restricted .05 ($350,000) worthless (employee of Gunn Allen Financial)
EXHIBIT B
DEBT CONVERSION SHARES DATE DESCRIPTION FMV FOR CONSULTING AMOUNT ---------- ------------------------------- ----- ---------------------- ------- CEDE & CO 4016 11/19/2004 250,000 Conversion of debt 250,000 0 0 CJB Consulting for consulting CEDE & CO 4017 11/22/2004 50,000 services 0.050 50,000 2,500 CEDE & CO 4095 12/22/2004 1,000,000 Alma Financial Services 0.050 1,000,000 50,000 CJB Consulting for consulting CEDE & CO 4096 12/22/2004 200,000 services 0.050 200,000 10,000 CJB Consulting for consulting CEDE & CO 4099 12/27/2004 1,000,000 services 0.050 1,000,000 50,000 CJB Consulting for consulting CEDE & CO 4100 1/3/2005 2,500,000 services 0.060 2,500,000 150,000 CJB Consulting for consulting CEDE & CO 4101 1/5/2005 2,500,000 services 0.060 2,500,000 150,000 CJB Consulting for consulting CEDE & CO 4148 1/25/2005 500,000 services 0.060 500,000 30,000 CEDE & CO 4150 2/1/2005 500,000 Conversion of debt 500,000 0 0 CJB Consulting for consulting CEDE & CO 4151 2/17/2005 3,750,000 services 0.050 3,750,000 187,500 CJB Consulting for consulting CEDE & CO 4152 2/28/2005 1,000,000 services 0.050 1,000,000 50,000 CEDE & CO 4157 3/9/2005 600,000 Consulting 0.023 324,138 7,390 CJB Consulting for consulting CEDE & CO 4158 3/11/2005 1,830,000 services 0.023 1,830,000 42,090 CEDE & CO 4159 3/14/2005 2,500,000 Conversion of debt 2,500,000 0 0 CEDE & CO 4160 3/15/2005 2,500,000 Conversion of debt 2,500,000 0 0 CEDE & CO 4161 3/16/2005 2,500,000 Conversion of debt 2,500,000 0 0 CJB Consulting for consulting CEDE & CO 4162 3/18/2005 3,000,000 services 0.020 3,000,000 60,000 CJB Consulting for consulting CEDE & CO 4164 3/31/2005 1,500,000 services 0.015 1,500,000 22,500 CJB Consulting for consulting CEDE & CO 4165 4/1/2005 1,000,000 services 0.014 1,000,000 14,000 Macreport Co. website/marketing CEDE & CO 4168 4/13/2005 200,000 fee 0.015 200,000 3,000 ---------- -------- 20,354,138 828,980 (3,000,000) (150,000) ---------- -------- 17,354,138 678,908
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