Form 3
OMB APPROVAL
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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0104
-------- Washington, D.C. 20549 Expires: January 31, 2005
Estimated average burden
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES hours per response...... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person* 2. Date of Event Re- 4. Issuer Name and Ticker or Trading Symbol
quiring Statement
Keyway Investments Ltd. (Month/Day/Year) Anza Capital, Inc.
_____________________________________ NASDAQ OTC BB Symbol: ANZA.OB
(Last) (First) (Middle) 2/28/2003 5. Relationship of Reporting Person 6. If Amendment,
to Issuer (Check all applicable) Date of Original
3. I.R.S. Identification (Month/Day/Year)
19 Mount Havelock Number of Reporing ___ Director _X_ 10% Owner
_____________________________________ Person, if an Entity 7. Individual or Joint/
(Street) (Voluntary) ___ Officer (give ___ Other (Specify Group Filing (Check
title below) below) Applicable Line)
Douglas, Isle of Man IM1 2QG _X_ Form filed by One
_____________________________________ Reporting Person
(City) (State) (Zip) ___ Form filed by more
_____________________________ than One Reporting
Person
Table 1 - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect Beneficial
(Instr. 4) Beneficially Owned (D) or Indirect (I) Ownership (Instr. 5)
(Instr. 4) (Instr. 5)
-------------------------------- ----------------------- ------------------------- --------------------------------
Common Stock, $0.001 par value 18,210,694(1)(2) D
per share
* If the form is filed by more than one Reporting Person, see Instruction 5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FORM 3 (Continued)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conversion or 5. Ownership 6. Nature of
Security (Instr. 4) and Expiration Date Securities Underlying Exercise Price Form of Indirect
(Month/Day/Year) Derivative Security of Derivative Derivative Beneficial
(Instr. 4) Security Security: Ownership
--------------------- --------------------------------- Direct (D) or (Instr. 5)
Expira- Amount Indirect (I)
Date Exer- tion or Number (Instr. 5)
cisable Date Title of Shares
----------------------- --------- --------- ---------------------- --------- -------------- -------------- ----------
Series D Convertible 1 year from None Common Stock 254,000.43 $0.00 D
Preferred Stock issuance(1)
Series D Convertible 1 year from None Common Stock 256,853.66 $0.00 D
Preferred Stock issuance(2)
Warrant (1) 5 years Common Stock 61,056 $0.50 D
from
issuance
Warrant (1) 5 years Common Stock 61,056 $0.75 D
from
issuance
Warrant (1) 5 years Common Stock 61,056 $0.95 D
from
issuance
Warrant (2) 5 years Common Stock 61,742 $0.50 D
from
issuance
Warrant (2) 5 years Common Stock 61,742 $0.75 D
from
issuance
Warrant (2) 5 years Common Stock 61,742 $0.95 D
from
issuance
Explanation of Responses:
(1) Keyway Investments Ltd. ("Keyway") 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,
Keyway exchanged all of its shares of Series C Convertible Preferred Stock for (i) 8,181,491 shares of Common
Stock of the Issuer ("Common Stock"), (ii) 2003 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 183,168 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 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).
(2) Keyway is the beneficial owner of 8,472,431 shares of Common Stock held by EURAM Cap Strat. "A" Fund
Limited, a Cayman Islands exempted company ("EURAM"), which shares are reported herein. EURAM entered into a
Stock Exchange Agreement, dated as of February 28, 2003 (the "EURAM Stock Exchange Agreement"), with the Issuer,
pursuant to which, among other things, EURAM exchanged all of its shares of Series C Convertible Preferred Stock
for (i) 8,273,395 shares of Common Stock, (ii) 2025.5 shares of newly created Series D Convertible Preferred
Stock ("EURAM 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 185,226 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 "EURAM Warrants"). The EURAM
Series D Preferred Stock and EURAM 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).
/s/ Paul Moore 3/18/03
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** Intentional misstatements or omissions of facts constitute **Signature of Reporting Person Date
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Paul Moore, Director of Keyway
Investments Ltd.
Note: File three copies of this form, one of which must be manually signed.
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