UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FIRST AMENDED
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 3, 2006
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 File Number) Identification No.)
incorporation)
C/O VIKING INVESTMENTS
65 BROADWAY, SUITE 814
NEW YORK, NY 10006
(Address of principal executive offices) (zip code)
(212) 430-6548
(Registrant's telephone number, including area code)
3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 6, 2006, we filed an Item 1.02 Current Report on Form 8-K
reporting that we had terminated that certain Common Stock Purchase Agreement
dated September 19, 2005, between Anza Capital, Inc., a Nevada corporation
(referred to as "We" or "Anza") and others whereby Vince Rinehart, a shareholder
and our sole officer and director ("Rinehart") and AMRES Holding, LLC, a Nevada
limited liability company under control of Rinehart ("AMRES Holding") would have
sold a total combined amount of 10,279,369 shares of our common stock and
warrants to purchase a total of 3,450,000 shares of our common stock (the
"Securities"), to Viking Investments USA, Inc., a Delaware corporation
("Viking"), for an aggregate purchase price of $375,000. Viking does not bear a
related-party relationship to Anza or its management.
Following January 6, 2006, the parties to the Common Stock Purchase
Agreement agreed to re-enter into the agreement and closed the transaction on
March 3, 2006 on terms as originally contemplated.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On March 3, 2006, we completed the disposition of substantially all of our
assets, including but not limited to, all of our ownership interest in our
subsidiary, American Residential Funding, Inc., a Nevada corporation ("AMRES")
to AMRES Holding, LLC, a Nevada limited liability company ("AMRES Holding")
under control of Vince Rinehart, a shareholder and our sole officer and director
("Rinehart"). Effective on September 30, 2005, the disposition was approved by
written consent of a majority of our stockholders.
In exchange for substantially all of our assets, including but not limited
to, all of our ownership interest in AMRES, (i) Rinehart delivered a majority of
his ownership interest in Anza, consisting of 831,375 shares of common stock and
1,880,000 shares of our common stock acquired upon the conversion of 18,800
shares of Series F Convertible Preferred Stock, to Viking Investments USA, Inc.,
a Delaware corporation ("Viking"). Rinehart kept 156,900 shares of our common
stock; (ii) Rinehart terminated that certain Employment Agreement dated June 1,
2001, by and between Rinehart and Anza; (iii) AMRES assumed all obligations
under that certain real property lease by and between Anza and Fifth Street
Properties-DS, LLC; (iv) AMRES delivered to Viking its ownership interest in
Anza, consisting of 4,137,500 shares of our common stock; and (v) AMRES Holding
delivered warrants to acquire 250,000 shares of our common stock to Viking.
The consideration given or received for the assets was determined by arm's
length negotiations between all the parties involved.
2
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
On September 19, 2005, we entered into a Common Stock Purchase Agreement
(the "Common Stock Purchase Agreement") whereby Rinehart and AMRES Holding
agreed to sell a total combined amount of 10,279,369 shares of our common stock
and warrants to purchase a total of 3,450,000 shares of our common stock (the
"Securities"), to Viking, for an aggregate purchase price of $375,000. The
closing for the transactions contemplated by the Common Stock Purchase Agreement
took place upon the satisfaction of all closing conditions on March 3, 2006.
On September 23, 2005, we received a signed Securities Purchase Agreement
dated September 16, 2005 from Peter and Irene Gauld (the "Gaulds"), by and
between AMRES Holding and the Gaulds, whereby the Gaulds agreed to sell to AMRES
Holding, warrants to acquire 2,000,000 shares of common stock of Anza in
exchange for the total purchase price of $10,000. These securities were
subsequently sold to Viking on March 3, 2006, pursuant to the terms of the
Common Stock Purchase Agreement.
On September 30, 2005, we entered into a Reorganization, Stock and Asset
Purchase Agreement (the "Reorganization Agreement") by and among Anza and AMRES,
on the one hand, and Rinehart and AMRES Holding, on the other hand, whereby (i)
Rinehart agreed to deliver a majority of his ownership interest in Anza,
consisting of 831,375 shares of common stock and 1,880,000 shares of our common
stock acquired upon the conversion of 18,800 shares of Series F Convertible
Preferred Stock, to Viking; (ii) AMRES delivered to Viking its ownership
interest in Anza, consisting of 4,137,500 shares of our common stock; and (iii)
AMRES Holding delivered warrants to acquire 250,000 shares of our common stock
to Viking. The closing for the transactions contemplated by the Reorganization
Agreement took place upon the satisfaction of all closing conditions on March 3,
2006.
On September 30, 2005, AMRES Holding entered into a Stock Purchase
Agreement (the "Stock Purchase Agreement") with Cranshire Capital, L.P.
("Cranshire"), The dotCom Fund, LLC ("dotCom"), and Keyway Investments, Ltd.
("Keyway") (each a "Seller" and collectively the "Sellers"), whereby the Sellers
agreed to sell to AMRES Holding, an aggregate of 3,043,945 shares of our common
stock, 8,201.5 shares of our Series D Preferred stock, and warrants to purchase
750,000 shares of our common stock, in exchange for the total purchase price of
$125,000. The closing for the transactions contemplated by the Stock Purchase
Agreement took place upon the satisfaction of all closing conditions on March 3,
2006. These securities were subsequently sold to Viking on March 3, 2006,
pursuant to the terms of the Common Stock Purchase Agreement.
On October 12, 2005, we received a signed Securities Purchase Agreement
dated September 16, 2005, by and between AMRES Holding and GunnAllen Financial,
Inc., a Florida corporation ("GunnAllen"), whereby GunnAllen agreed to sell to
AMRES Holding, warrants to acquire 450,000 shares of common stock of Anza in
exchange for the total purchase price of $5,000. These securities were
subsequently sold to Viking on March 3, 2006, pursuant to the terms of the
Common Stock Purchase Agreement.
3
As a result of the consummation of the above described transactions,
Viking acquired voting control of Anza, and owns 9,892,820 shares of our common
stock, or approximately 74%.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Effective upon the closing of the transactions referenced above, on March
3, 2006, Vincent Rinehart resigned as our sole officer and director. On
September 30, 2005, our shareholders approved the election of Tom Simeo as a
director; however, Mr. Simeo declined to accept the position and instead
recommended to the Board that they elect and appoint the following officers and
directors, each of which has accepted the position and took office effective at
the close of business on March 3, 2006:
Name Age Position(s)
-------------------------- ----- ----------------------------------
Li Shaoming 44 Chairman of the Board, President,
and Chief Executive Officer
Meng Fanrong 35 Director
Pi Dianjun 55 Director
Wang Zuoliang 35 Chief Financial Officer
Mr. LI SHAOMING has served as the Chairman of the Board of Directors since
founding Harbin Renhuang Pharmaceutical Co. Ltd in 1996. Mr. Li has more than 20
years experience from the pharmaceutical and finance industry. From 1984 to
1996, Mr. Li served as Vice Chairman of Shenzhen Health Pharmaceutical Co. Ltd,
a company dedicated to drug research, production, and sales. Mr. Li is a
professor at Harbin Business University and Northeastern Agriculture University.
Mr. Li also served as Vice Chairman of Heilongjiang Provincial Chinese
Traditional Medicine Association and Heilongjiang Provincial Medicine
Association. Mr. Li Shaoming graduated from Central University of Finance and
Economics in Beijing, China with a bachelor degree in finance.
Mr. MENG FANRONG has served as the Chief Executive Officer of Harbin
Venture Capital Ltd since 2001. Mr. Meng has more than 15 years investment
experience in China. In 1997, he participated in the successful Initial Public
Listing of Asiapower Investment in Singapore. Mr. Meng also has participated in
various international investment banking transactions with private and publicly
listed companies. Mr. Meng Fanrong graduated from Xiamen University with a
master degree in Finance.
Mr. PI DIANJUN has served as the Chief Operation Officer of Harbin
Renhuang Pharmaceutical Co. Ltd since 2003, including responsibilities for the
human resource department, information management, the center of management, and
the office of the president in Renhuang. From 1992 to 2001, Mr. Pi served as the
Chief Operation Officer of China Resource Breweries Limited, Harbin Office; from
2002 to 2004, Mr. Pi served as Vice Chairman of Kuihua Pharmarceutical Co. Ltd.
Mr. Pi Dianjun graduated from Heilongjiang University.
4
Mr. WANG ZUOLIANG has served as Chief Financial Officer of Harbin Renhuang
Pharmarceutical Co. Ltd since 2005. Mr. Wang Zuoliang has more than 10 years
experience in accounting. From 2004 to 2005, Mr. Wang Zuoliang served as CFO of
Harbin Huijiabei Food Co. Ltd. From 2001 to 2004, Mr. Wang served as the manager
of accounting department of China Resource Breweries Limited, Harbin Office. Mr.
Wang Zuoliang graduated from Qiqihaer Mechanic Institute in 1994 with bachelor
degree in engineering management.
None of our directors are directors of any other reporting companies, and
we have no committees of our Board of Directors.
EXHIBITS
10.1 (1) Common Stock Purchase Agreement dated September 19, 2005.
10.2 (1) Securities Purchase Agreement dated September 16, 2005.
10.3 (2) Reorganization, Stock and Asset Purchase Agreement dated
September 30, 2005.
10.4 (2) Stock Purchase Agreement dated September 30, 2005.
10.5 (3) Securities Purchase Agreement dated September 16, 2005.
(1) Incorporated by reference from our Current Report on Form 8-K filed with
the Commission on September 23, 2005.
(2) Incorporated by reference from our Current Report on Form 8-K filed with
the Commission on October 3, 2005.
(3) Incorporated by reference from our Current Report on Form 8-K filed with
the Commission on October 14, 2005.
5
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: March 13, 2006 Anza Capital, Inc.,
a Nevada corporation
/s/ Li Shaoming
------------------------------------
By: Li Shaoming
Its: President