SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
Anza Capital, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
26874T 10 4
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(CUSIP Number)
February 28, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 26874T 10 4 Page 2 of 7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Cranshire Capital, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 5 SOLE VOTING POWER
SHARES 12,761,281
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 12,761,281
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PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,761,281 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.21%
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12 TYPE OF REPORTING PERSON
PN
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(1) Cranshire Capital, L.P. ("Cranshire") entered into a Stock Exchange
Agreement, dated as of February 28, 2003 (the "Stock Exchange Agreement"),
with Anza Capital, Inc. (the "Issuer"), pursuant to which, among other
things, Cranshire exchanged all of its shares of Series C Convertible
Preferred Stock for (i) 12,562,245 shares of Common Stock of the Issuer
("Common Stock"), (ii) 3,075.5 shares of newly created Series D Convertible
Preferred Stock ("Series D Preferred Stock"), each of which is convertible
commencing twelve months after issuance into 126.81 shares of Common Stock
and (iii) warrants to acquire 281,244 shares of Common Stock, exercisable
for a period of five years, with one-third of such shares of Common Stock
to have exercise prices of each of $0.50 per share, $0.75 per share, and
$0.95 per share, respectively (collectively, the "Warrants"). The Series D
Preferred Stock and the Warrants are subject to conversion caps that
preclude the holder thereof from utilizing its exercise rights to acquire
in excess of 9.99% of the Common Stock, giving effect to such exercise
(determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934).
SCHEDULE 13G
CUSIP NO. 26874T 10 4 Page 3 of 7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Downsview Capital, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 5 SOLE VOTING POWER
SHARES 12,761,281
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 12,761,281
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PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,761,281 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.21%
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12 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
CUSIP NO. 26874T 10 4 Page 4 of 7
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Mitchell P. Kopin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 12,761,281
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 12,761,281
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PERSON 8 SHARED DISPOSITIVE POWER
WITH None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,761,281 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.21%
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12 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13G
CUSIP NO. 26874T 10 4 Page 5 of 7
Item 1(a). Name of Issuer:
Anza Capital, Inc., a Nevada corporation (the "Issuer")
Item 1(b). Address of Issuer 's Principal Executive Offices:
3200 Bristol Street, Suite 700
Costa Mesa, CA 92626
Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business
Office and Citizenship:
This Schedule 13G is being filed on behalf of (i) Cranshire Capital,
L.P., an Illinois limited partnership ("Cranshire"), (ii) Downsview
Capital, Inc., a Illinois corporation ("Downsview") and (iii) Mitchell
P. Kopin, an individual who is a citizen of the U.S.A. ("Kopin,"
together with Cranshire and Downsview, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which the Reporting Persons have agreed to file this Schedule 13G
jointly in accordance with the provisions of Rule 13d-1(k) of the
Securities Exchange Act of 1934, as amended.
The principal business office of each of the Reporting Persons is 666
Dundee Road, Suite 1901, Northbrook, Illinois, 60062.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.001 per share, of the Issuer (the "Common
Stock")
Item 2(e). CUSIP Number:
26874T 10 4
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
12,761,281 shares of Common Stock
(b) Percent of class:
Based on 96,597,900 shares of Common Stock of the Issuer
outstanding as of March 11, 2003, Cranshire holds approximately
13.21% of the issued and outstanding Common Stock of the Issuer.
SCHEDULE 13G
CUSIP NO. 26874T 10 4 Page 6 of 7
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 12,761,281
(ii) Shared power to vote or direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
12,761,281
(iv) Shared power to dispose of or direct the disposition
of: None
Cranshire beneficially owns an aggregate of 12,761,281 shares of
Common Stock. Because (i) Downsview is the general partner of
Cranshire and (ii) Kopin is the holder of 100% of the issued and
outstanding shares of Downsview and is the president thereof,
each of Downsview and Kopin are considered to share the power to
vote or direct the vote of, and the power to dispose or direct
the disposition of, the shares of Common Stock which Cranshire
beneficially owns. Each of Downsview and Kopin disclaim
beneficial ownership of the reported securities except to the
extent of each of their respective pecuniary interests therein,
and this statement on Schedule 13G shall not be construed as an
admission that each of the Reporting Persons is the beneficial
owner of the Common Stock covered by such statement.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of a Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SCHEDULE 13G
CUSIP NO. 26874T 10 4 Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 17, 2003
CRANSHIRE CAPITAL, L.P.
By: Downsview Capital, Inc.,
its general partner
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
DOWNSVIEW CAPITAL, INC.
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
/s/ Mitchell P. Kopin
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Mitchell P. Kopin
SCHEDULE 13G
CUSIP NO. 26874T 10 4
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
12,761,281 shares of Common Stock, par value $0.001 per share, of Anza Capital,
Inc., and further agree that this Joint Filing Agreement shall be included as an
exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on March 17, 2003.
CRANSHIRE CAPITAL, L.P.
By: Downsview Capital, Inc.,
its general partner
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
DOWNSVIEW CAPITAL, INC.
By:/s/ Mitchell P. Kopin
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Mitchell P. Kopin, President
/s/ Mitchell P. Kopin
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Mitchell P. Kopin