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

                                   FORM 10-QSB

(Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2006

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      FOR THE TRANSITION PERIOD FROM _________ TO __________

                        Commission file number: 000-44971

                         OCEAN WEST HOLDING CORPORATION
        (Exact name of small business issuer as specified in its charter)

           Delaware                                              71-0876952
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                          26 Executive Park, Suite 250
                            Irvine, California 92614
                    (Address of principal executive offices)

                                 (949) 861-2590
                           (Issuer's telephone number)

                                 Not Applicable
         (Former name, former address and former fiscal year, if changed
                               since last report)

Check whether the issuer (1) filed all reports required to filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

      Yes: |_| No: |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: There were a total of 26,394,512
shares of the registrant's common stock, par value $.01 per share, outstanding
as of May 19, 2006 and no other classes of Common Stock.

Transitional Small Business Disclosure Format (Check One): Yes: |_| No: |X|

<PAGE>

                         Ocean West Holding Corporation
                                and Subsidiaries

                         Quarterly Report on Form 10-QSB
                           Period Ended March 31, 2006

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                      Page
<S>                                                                                     <C>
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:
   Condensed Consolidated Balance Sheet as of March 31, 2006 (Unaudited)...........     F-2
   Condensed Consolidated Statements of Operations for the Three Months Ended
   March 31, 2006 and 2005 (Unaudited) ............................................     F-3
   Condensed Consolidated Statements of Cash Flows for the Three Months Ended
   March 31, 2006 and 2005 (Unaudited) ............................................     F-4
   Notes to Condensed Consolidated Financial Statements (Unaudited)................     F-5-12
Item 2. Management's Discussion and Analysis or Plan of Operation..................      13
Item 3. Controls and Procedures....................................................      14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings..........................................................      19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds................      20
Item 3. Defaults Upon Senior Securities............................................      21
Item 4. Submission of Matters to a Vote of Security Holders........................      21
Item 5. Other Information..........................................................      21
Item 6. Exhibits and Reports on Form 8-K ..........................................      21

SIGNATURES.........................................................................      22
EXHIBIT INDEX......................................................................      23
</TABLE>


                                      -2-
<PAGE>

Item 1.  Financial Statements

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheet
                                 March 31, 2006
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<S>                                                                                        <C>
                                               ASSETS
CURRENT ASSETS
  Cash                                                                                     $     44,053
  Accounts receivable                                                                             2,995
  Prepaid expenses and other current assets                                                      51,995
                                                                                           ------------
     Total Currents Assets                                                                       99,043

PROPERTY AND EQUIPMENT, NET                                                                     228,865

OTHER ASSETS
  Deposits                                                                                       34,577
                                                                                           ------------

  TOTAL ASSETS                                                                             $    362,485
                                                                                           ============

                              LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Cash overdraft                                                                           $    123,902
  Account payable                                                                               734,119
  Accrued expenses                                                                              169,896
  Notes payable                                                                                 399,000
  Notes payable - related party                                                                 205,000
                                                                                           ------------
     Total Current Liabilities                                                                1,631,917

COMMITMENTS AND CONTINGENCIES                                                                        --

STOCKHOLDERS' DEFICIENCY
Preferred stock $0.01 par value, authorized 10,000,000 shares
none issued and outstanding                                                                          --
Preferred stock Series C 1,000 shares authorized none issued and outstanding                         --
Preferred stock Series E 680 shares authorized none issued and outstanding                           --
Preferred stock Series F 1,050 shares authorized none issued and outstanding                         --
Preferred stock Series G 2,000 shares authorized none issued and outstanding                         --
Preferred stock Series I 125 shares authorized none issued and outstanding                           --
Preferred stock Series L 1,000 shares authorized none issued and outstanding                         --
Preferred stock Series M 5,000 shares authorized none issued and outstanding                         --
Preferred stock Series N 10,000 shares authorized none issued and outstanding                        --
Class B common stock $0.01 par value, 5,000 000 authorized none issued and outstanding               --
Class D common stock $0.01 par value, 600 000 authorized none issued and outstanding                 --
Common stock $0.01 par value, authorized 30,000,000 shares                                           --
25,967,012 shares issued and outstanding                                                        259,671
Additional paid-in capital                                                                   10,180,636
Foreign currency translation                                                                      1,341
Accumulated deficit                                                                         (11,711,080)
                                                                                           ------------
     Total Stockholders' Deficiency                                                          (1,269,432)
                                                                                           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                             $    362,485
                                                                                           ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      F-2
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statement of Operations
                                   (Unaudited)
--------------------------------------------------------------------------------

                                                     For The Three Month's
                                                        Ended March 31,
                                                      2006            2005
                                                  ------------    ------------

REVENUE                                           $      4,071    $      2,732
                                                  ------------    ------------

COSTS AND OPERATING EXPENSES

  Research and development                              68,429          15,498
  Cost of revenue                                      219,482          80,128
  General and administrative expenses                  744,219          33,545
  Professional fees                                    242,694          33,121
  Payroll expense                                      193,621          72,970
  Stock compensation                                   513,576          56,250
                                                  ------------    ------------
    Total Operating Expesnes                         1,982,021         291,512
                                                  ------------    ------------

NET LOSS FROM OPERATIONS                            (1,977,950)       (288,780)
                                                  ------------    ------------

OTHER EXPENSES
  Interest                                             118,565             307
                                                  ------------    ------------

LOSS BEFORE INCOME TAXES                            (2,096,515)       (289,087)

  Income taxes                                              --              --
                                                  ------------    ------------

NET LOSS                                          $ (2,096,515)   $   (289,087)
                                                  ============    ============

  Net loss per common share - basic and diluted   $      (0.08)   $      (0.09)
                                                  ============    ============

  Weighted average number of common shares
    outstanding - basic and diluted                 25,967,012       3,166,080
                                                  ============    ============

     See accompanying notes to condensed consolidated financial statements.


                                      F-3
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statement of Cash Flows
               For the Three Month's Ended March 31, 2006 and 2005
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    For The Three Month's
                                                                       Ended March 31,
                                                                     2006             2005
                                                                 -----------      -----------
<S>                                                              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                    $(2,096,515)     $  (289,087)
     Adjustments to reconcile net loss to net cash used in
      operating activities
       In-kind contribution                                               --           56,250
       Depreciation                                                   18,546            1,074
      Amortization of deferred compensation                          235,473               --
       Stock options issued for services                             278,103               --
       Warrants issued for financing fees                            108,622               --
     Changes in operating assets and liabilities
       Decrease / (Increase) in accounts receivable                   (2,995)           1,350
       Increase in prepaid expenses                                     (677)              --
       Decrease / (Increase) in prepaid expenses                      (4,403)              --
       Increase / (Decrease) in accounts payable                     536,751          (33,256)
       Increase in accrued expenses                                   85,819            3,642
       Decrease in deferred revenue                                       --           (2,138)
                                                                 -----------      -----------
                Net Cash Used In Operating Activities               (841,276)        (262,165)
                                                                 -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of equipment                                          (1,934)              --
                                                                 -----------      -----------
                Net Cash From (Used In) Investing Activities          (1,934)              --
                                                                 -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash overdraft                                                  123,902           (2,437)
     Proceeds from note payable                                      399,000          100,000
     Proceeds from note payable - related party                      205,000               --
     Proceeds from issuance of common stock                               --          200,000
                                                                 -----------      -----------
                Net Cash Provided By Financing Activities            727,902          297,563
                                                                 -----------      -----------

EXCHANGE RATE LOSS                                                      (261)              --
                                                                 -----------      -----------

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS              (115,569)          35,398

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       159,622               --
                                                                 -----------      -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                         $    44,053           35,398
                                                                 ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

     Interest paid                                               $        --      $        --
                                                                 ===========      ===========
     Income taxes                                                $        --      $        --
                                                                 ===========      ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                      F-4
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              AS OF March 31, 2006
                                   (UNAUDITED)

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION

      (A) Basis of Presentation

      The accompanying unaudited interim condensed consolidated financial
      statements reflect all adjustments which, in the opinion of management,
      are necessary for a fair presentation of the results of the interim
      periods presented. All such adjustments are of a normal recurring nature.
      Accordingly, they do not include all the information necessary for a
      comprehensive presentation of financial position and results of
      operations. The results for the interim period are not necessarily
      indicative of the results to be expected for the year.

      (B) Organization

      InfoByPhone, Inc. is a Delaware corporation formed on June 10, 2004.
      InfoByPhone, Inc. provides information services and content through its
      AskMeNow service to mobile devices. This service allows mobile users to
      ask questions through text messaging/SMS, email, or IVR voice system and
      receive answers via text messaging.

      On June 18, 2004, InfoByPhone, Inc. consummated an agreement with
      InfoByPhone, LLC, an Ohio LLC formed on January 7, 2004, pursuant to which
      InfoByPhone, LLC exchanged 100% of its member units for 1,465,000 shares
      or approximately 80% of the common stock of InfoByPhone, Inc. As a result
      of the agreement, the transaction was treated for accounting purposes as a
      recapitalization by the accounting acquirer (InfoByPhone, LLC).

            On June 6, 2005, InfoByPhone, Inc., Inc. consummated an agreement
      with Ocean West Holding Corporation, pursuant to which InfoByPhone, Inc.
      exchanged all of its 6,000,000 then issued and outstanding shares of
      common stock for 6,000,000 shares or approximately 56% of the common stock
      of Ocean West Holding Corporation. As a result of the agreement, the
      transaction was treated for accounting purposes as a recapitalization by
      the accounting acquirer (InfoByPhone, Inc).

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (A) Principles of Consolidation

      The condensed consolidated financial statements for the three months ended
      March 31, 2006 include the accounts of Ocean West Holding Corporation and
      its wholly-owned subsidiaries, InfoByPhone, Inc., AskMeNow, Inc, and
      InfoByPhone, LLC. The condensed consolidated financial statements for the
      three months ended March 31, 2005 include the accounts of InfoByPhone,
      Inc., and its wholly-owned subsidiary InfoByPhone, LLC. Intercompany
      accounts and transactions have been eliminated in consolidation.

      (B) Revenue Recognition

      For the three months ended March 31, 2005, revenue was recognized over the
      service period. The Company billed for its services one year in advance.
      All prepaid annual service revenue was deferred and recognized over the
      service period. During 2006, the Company changed its billing method. For
      all submitted questions, the company recognizes revenue at the time of the
      inquiry. For advertising space sold, the Company recognizes revenue over
      the period the advertisement is displayed.

      (C) Cash and Cash Equivalents

      The Company considers all highly liquid temporary cash investments with an
      original maturity of three months or less to be cash equivalents. As of
      March 31, 2006, there were no cash equilavents.

      (D) Fair Value of Financial Instruments

      The carrying amounts of the Company's financial instruments including
      accounts receivable, accounts payable and loans payable approximate fair
      value due to the relatively short period to maturity for these
      instruments.


                                      F-5
<PAGE>

      (E) Concentrations of Risk

      During 2005, the Company's formed a subsidiary in the Philippines. As of
      March 31, 2006, 68% of the Company's assets are located in the
      Philippines.

      (F) Concentration of Credit Risk

      The Company at times has cash in banks in excess of FDIC insurance limits.
      At March 31, 2006 and 2005, the Company had no amounts, in excess of FDIC
      insurance limits. At March 31, 2006, the Company had total cash of $44,054
      in banks located in the Philippines.

      During the three months ended March 31, 2006, one customer accounted for
      38% of the Company's sales. For the three months ended March 31, 2005 one
      customer accounted for 100% of the Company's sales.

      (G) Use of Accounting Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States requires management to
      make estimates and assumptions that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.

      (H) Property and Equipment

      Property and equipment are stated at cost, less accumulated depreciation.
      Depreciation is provided using the straight-line method over the estimated
      useful lives of the individual assets. The estimated useful life of the
      computer equipment is five years, estimated useful life of the office
      furniture is seven years and the estimated useful life of leasehold
      improvement is 3 years.

      (I) Advertising Costs

      Advertising costs are expensed as incurred. Total advertising costs
      charged to operations for the three months ended March 31, 2006 and 2005
      were $105,345 and $2,700, respectively.

      (J) Income Taxes

      The Company accounts for income taxes under the Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
      109"). Under Statement 109, deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled. Under Statement 109, the effect on
      deferred tax assets and liabilities of a change in tax rates is recognized
      in income in the period that includes the enactment date. As of March 31,
      2006, the Company has a net operating loss carryforward of approximately
      $6,701,965, available to offset future taxable income through 2025. The
      valuation allowance at March 31, 2006 was $2,623,313 respectively. The net
      change in the valuation allowance for the three months ended March 31,
      2006 was an increase of $598,951.

      (K) Other Comprehensive Income

      The Company has adopted SFAS No. 130, "Reporting Comprehensive Income",
      which establishes standards for reporting and display of comprehensive
      income, its components and accumulated balances. The Company is disclosing
      this information on its Statement of Stockholders' Equity. Comprehensive
      income comprises a gain on foreign translation.

      (L) Foreign Currency Translation

      The functional currency of the Company is the United States Dollar. The
      financial statements of the Company's Philippines subsidiary translated to
      the United States dollars using the period exchange rates as to assets and
      liabilities and average exchange rates as to revenues and expenses.
      Capital accounts are translated at their historical exchange rates when
      the capital transaction occurred. Net gains and losses resulting from
      foreign exchange translations are included in the statements of operations
      and stockholders' equity as other comprehensive income (loss). As of March
      31, 2006, the translation adjustment was $1,341.


                                      F-6
<PAGE>

      (M) Loss Per Share

      The Company has adopted SFAS 128, "Earnings per Share." Loss per common
      share is computed by dividing loss available to common shareholders by the
      weighted average number of common shares outstanding during the period.
      Stock warrants were not included in the computation of loss per share for
      the periods presented because their inclusion is anti-dilutive. The total
      potential dilutive warrants and stock options outstanding at March 31,
      2006 and 2005, were 3,334,043 and 483,123, respectively.

      (N) Business Segments

      The Company operates in one segment, mobile devices.

      (O) Stock Based Compensation

      In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment,"
      which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS
      No. 123(R), companies are required to measure the compensation costs of
      share-based compensation arrangements based on the grant-date fair value
      and recognize the costs in the financial statements over the period during
      which employees are required to provide services. Share-based compensation
      arrangements include stock options, restricted share plans,
      performance-based awards, share appreciation rights and employee share
      purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No.
      107, or "SAB 107". SAB 107 expresses views of the staff regarding the
      interaction between SFAS No. 123(R) and certain SEC rules and regulations
      and provides the staff's views regarding the valuation of share-based
      payment arrangements for public companies. SFAS No. 123(R) permits public
      companies to adopt its requirements using one of two methods. On April 14,
      2005, the SEC adopted a new rule amending the compliance dates for SFAS
      123R. Companies may elect to apply this statement either prospectively, or
      on a modified version of retrospective application under which financial
      statements for prior periods are adjusted on a basis consistent with the
      pro forma disclosures required for those periods under SFAS 123. Effective
      January 1, 2006, the Company has fully adopted the provisions of SFAS No.
      123R and related interpretations as provided by SAB 107. As such,
      compensation cost is measured on the date of grant at their fair value.
      Such compensation amounts, if any, are amortized over the respective
      vesting periods of the option grant. The Company applies this statement
      prospectively.

      (P) Research and Development

      Research and development expenses include payroll, employee benefits and
      costs associated with product development. The Company has determined that
      technological feasibility for its software products is reached shortly
      before the products are released. Costs incurred after technological
      feasibility is established are not material, and accordingly, all research
      and development costs are expensed when incurred.

      (Q) Recent Accounting Pronouncements

      SFAS No. 154 ("SFAS 154"), Accounting Changes and Error Corrections, was
      issued in May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 ("SFAS
      3"). SFAS No. 154 requires retrospective application for voluntary changes
      in accounting principle in most instances and is required to be applied to
      all accounting changes made in fiscal years beginning after December 15,
      2005. The Company's expected April 1, 2006 adoption of SFAS No. 154 is not
      expected to have a material impact on the Company's consolidated financial
      condition or results of operations.

NOTE 3 PROPERTY AND EQUIPMENT

      At March 31, 2006 property and equipment consisted of the following:

            Computer equipment                            $145,573
            Office furniture                                83,465
            Leasehold improvements                          37,162
            Less accumulated depreciation                  (37,335)
                                                          --------
                                                          $228,865
                                                          ========

            Depreciation expense for three months ended March 31, 2006 and 2005
      were $18,546 and $1,074, respectively.

NOTE 4 PROMISSORY NOTE

      On January 17, 2006, an unrelated third party loaned the Company $250,000.
The loan is evidenced by a 10% subordinated promissory note due 60 days from the
date of issuance. An aggregate of 25,000 warrants were issued to the lenders
plus 12,500 warrants to the selling agent for the bridge loan. The warrants are
all exercisable at $2.00 per share through January 31, 2011. As of May 18, 2006
the Company has repaid $150,000 of the note. The balance of $100,000 is
currently in default.

      On March 1, 2006, the Company executed loan documents for a $100,000
bridge loan from an unrelated third party. The Bridge Loan was completed on
March 8, 2006 and is evidenced by a secured promissory note due on the earliest
of the closing of one million ($1,000,000) Dollars in debt, equity or other
infusion of capital, or June 30, 2006. The Note was repaid in May, 2006.


                                      F-7
<PAGE>

On March 22, 2006, an unrelated third party loaned the Company $49,000. The loan
is evidenced by a 16% subordinated promissory note due 90 days from the date of
issuance.

NOTE 5 PROMISSORY NOTE - RELATED PARTY

On March 1, 2006, the Company's Chief Executive Officer loan the Company
$105,000. The Bridge Loan was completed on March 8, 2006 and is evidenced by a
16% secured promissory note due on the earliest of the closing of one million
($1,000,000) Dollars in debt, equity or other infusion of capital, or June 30,
2006. As of May 18, 2006 the note has not been repaid.

In January 2006, a director of the Company loaned the Company $100,000. The loan
is evidenced by a 10% subordinated promissory note due 60 days from the date of
issuance. An aggregate of 10,000 warrants were issued to the lenders plus 5,000
warrants to the selling agent for the bridge loan. The warrants are all
exercisable at $2.00 per share through January 31, 2011. As of May 18, 2006 the
note is in default.

NOTE 6 STOCKHOLDERS' EQUITY

A) Preferred Stock

      The Company's Articles of Incorporation authorize the issuance of
      10,000,000 shares of $.01 par value preferred stock. The Board of
      Directors has the power to designate the rights and preferences of the
      preferred stock and issue the preferred stock in one or more series. As of
      March 31, 2006, the Company had no preferred stock outstanding.

      Currently, the Company has established the following series of preferred
      stock.

      Preferred Stock, Series C

      The Series C preferred stock is non-voting and is redeemable by the
      Company. The redemption price will include an annual rate of return of 12%
      on the original issuance price. The Series C preferred stock shall have a
      preference over the common stock of the Company.

      Preferred Stock, Series D

      The Series D preferred stock is voting and is redeemable by the Company.
      The Series D preferred stock shall have a preference in liquidation over
      the common stock of the Company but shall be subject to the preference in
      liquidation of the Series C preferred stock. The Series D preferred stock
      entitles the holder to receive, on a cumulative basis, dividends at an
      annual rate of 3%, payable on a monthly basis. Redemption took place
      during fiscal year ended March 31, 2002.

      Preferred Stock, Series E

      In The Series E preferred stock is non-voting and is redeemable at the
      Company's option. The redemption price shall equal the issuance price. The
      Series E preferred stock shall have a preference in liquidation over the
      common stock of the Company but shall be subject to the preference in
      liquidation of the Series C and D preferred stock. The Series E preferred
      stock entitles the holder to receive, on a cumulative basis, dividends at
      an annual rate of $45 per share, payable on a monthly basis.

      Preferred Stock, Series F

      The Series F preferred stock is voting and is redeemable at the Company's
      option. The redemption price shall equal the issuance price. The Series F
      preferred stock shall have a preference in liquidation over the common
      stock of the Company but shall be subject to the preference in liquidation
      of the Series C, D, and E preferred stock. The Series F preferred stock
      entitles the holder to receive, on a cumulative basis, dividends at an
      annual rate of $14 per share, payable on a monthly basis.

      Preferred Stock, Series G

      The Series G preferred stock is voting and is redeemable at the Company's
      option. The redemption price shall equal the issuance price plus any
      unpaid dividends. The Series G preferred stock shall have a preference in
      liquidation over the common stock of the Company but shall be subject to
      the preference in liquidation of the Series C, D, E, and F preferred
      stock. The Series G preferred stock entitles the holder to receive, on a
      cumulative basis, dividends at an annual rate of $24 per share, payable on
      a monthly basis.


                                      F-8
<PAGE>

      Preferred Stock, Series I

      The Series I preferred stock is voting and is redeemable at the Company's
      option. The redemption price shall equal the issuance price plus any
      unpaid dividends. The Series I preferred stock shall have a preference in
      liquidation over the common stock of the Company but shall be subject to
      the preference in liquidation of the Series C, D, E, F and G preferred
      stock. The Series I preferred stock entitles the holder to receive, on a
      cumulative basis, dividends at an annual rate of $15 per share, payable on
      a monthly basis.

      Preferred Stock, Series K

      The Series K preferred stock is voting and is redeemable at the Company's
      option. The redemption price shall equal the issuance price plus any
      unpaid dividends. The Series K preferred stock shall have a preference in
      liquidation over the common stock of the Company but shall be subject to
      the preference in liquidation of the Series C, D, E, F, G, and I preferred
      stock. The Series K preferred stock entitles the holder to receive, on a
      cumulative basis, dividends at an annual rate of 5%, payable on a monthly
      basis.

      Preferred Stock, Series L

      The Series L preferred stock is voting and is redeemable at the Company's
      option. The redemption price shall equal the issuance price plus any
      unpaid dividends. The Series L preferred stock shall have a preference in
      liquidation over the common stock of the Company but shall be subject to
      the preference in liquidation of the Series C, D, E, F, G, I, and K
      preferred stock. The Series L preferred stock entitles the holder to
      receive, on a cumulative basis, dividends at an annual rate of $120 per
      share, payable on a monthly basis.

      Preferred Stock, Series M

      The series M preferred stock is voting and is redeemable at the Company's
      option. The redemption price shall equal the issuance price plus any
      unpaid dividends. The Series M preferred stock shall have a preference in
      liquidation over the common stock of the Company but shall be subject to
      the preference in liquidation of the Series C, D, E, F, G, I, K, and L
      preferred stock. The Series M preferred stock entitles the holder to
      receive, on a cumulative basis, dividends at an annual rate of $120 per
      share, payable on a monthly basis.

      Preferred Stock, Series N

      The Series N preferred stock is nonvoting and is redeemable at the
      Company's option. The redemption price shall equal the issuance price. The
      Series N preferred stock shall have a preference in liquidation over the
      common stock of the Company but shall be subject to the preference in
      liquidation of the Series C, D, E, F, G, I, and K preferred stock. The
      Series N preferred stock does not entitle the holder to receive dividends.

      Option and Warrants issued for consulting fees:

      During the three months ended March 31, 2006, the Company issued a total
      of 270,000 stock options valued at $278,013 to officers and Directors.
      These options have been expensed in accordance with SFAS 123R. The options
      expire 10 years from the date of issuance and have an exercise price of
      between $1.59 and $2.00 per share.

      During the three months ended March 31 2006, the Company issued a total of
      52,500 common stock warrants with an exercise price of $2.00 for financing
      fees on $350,000 of notes expiring in 5 years. The Company recorded the
      fair market value of the warrants based on the fair value of each option
      grant estimated on the date of grant using the Black-Scholes option
      pricing model with the following weighted average assumptions used for
      grants in 2006, dividend yield of zero, expected volatility of 172%;
      risk-free interest rates of 4.5%, expected lives of five to ten years. The
      Company recorded $108,622, in financing fees.

      Warrants
      --------------------------------                           ---------

      Outstanding at beginning of year                           1,131,543
      Granted                                                       52,500
      Exercised                                                         --
                                                                 ---------

      Warrants at March 31, 2006                                 1,184,043
                                                                 =========


                                      F-9
<PAGE>

NOTE 7 STOCK OPTION PLAN

      Under the 2005 Management and Director Equity Incentive Stock Option Plan,
      the Company may grant incentive and non-qualified stock options to its
      employees, officers, directors, and consultants of the Company to purchase
      up to 2,000,000 shares of common stock. Under the plan, the exercise price
      of each option equals or exceeds the market price of the Company's stock
      on the date of grant, and the options' maximum term is ten years. Options
      are granted at various times and vest over various periods.

      The fair value of each option grant is estimated on the date of grant
      using the Black-Scholes option pricing model with the following weighted
      average assumptions used for grants in 2006, dividend yield of zero,
      expected volatility of 172%; risk-free interest rates of 4.5%, expected
      lives of five to ten years.

      A summary of the status of the Company's fixed stock option plan as of
      March 31, 2006 and the changes during the period ended is presented below:

      2006

<TABLE>
<CAPTION>
                                                                                       Weighted Average
      Fixed Options                                                         Shares      Exercise Price
      ---------------------------------------------------------------     ----------   ----------------
<S>                                                                       <C>             <C>
      Outstanding at beginning of period                                   1,920,000      $      .70
      Granted
      Cancelled                                                              (40,000)            .70
                                                                          ----------      ----------

      Outstanding at March 31, 2006                                        1,880,000      $      .70
                                                                          ==========      ==========

      Options exercisable at March 31, 2006                                1,695,000
                                                                          ==========

      Weighted average exercise price of options granted to employees
      during period ended March 31, 2006                                  $      .70
                                                                          ==========
</TABLE>

<TABLE>
<CAPTION>
                                           Weighted
                           Number           Average      Weighted      Number        Weighted
                        Outstanding        Remaining      Average   Excersizable     Average
        Exercise          at March        Contractual    Exercise     at March       Exercise
         Price            31, 2006           Life          Price      31, 2006         Price
      ------------      -----------       -----------    --------   ------------     --------
<S>                      <C>                  <C>           <C>       <C>            <C>
      $.66-$.85          1,880,000            7.5            .70      1,695,000      $     .70
</TABLE>

NOTE 8 COMMITMENTS AND CONTINGENCIES

      Content Contracts:

      The Company has entered into various service and content agreements. The
      agreements are usually effective for a period of one year and require the
      Company to pay a monthly fee and/or transaction fees based on usage. The
      costs associated with these contracts are included in costs of revenues.

      Future minimum payments are approximately as follows:

      Year Ended December 31,

                   2006          $141,627
                   2007            33,850
                                 --------
                                 $175,477
                                 ========


                                      F-10
<PAGE>

Employment Contacts:

In July 2005, the Company entered into an employment agreement with its
President for a term of three years at an annual minimum salary of $110,000 with
additional bonuses and fringe benefits as determined by the Board of Directors.
In April, 2006 the Company increased the President's annual salary to a base of
$250,000.

Between July 1 and September 30, 2005, the Company entered into employment
agreements with four executives each for a term of one year at an annual minimum
salary of $110,000 with additional bonuses and fringe benefits as determined by
the Board of Directors.

Litigation:

The Company has been advised by Pioneer Credit Recovery, Inc. ("Pioneer") that
the U.S. Department of Treasury has placed with Pioneer an account owed to it by
Ocean West Enterprises. The former principals of Ocean West Enterprises did not
disclose to InfoByPhone or current management that they and Ocean West
Enterprises had guaranteed three HUD loans in the aggregate amount of $151,980.
In the event a claim is made against the Company by Pioneer, the U.S. Government
or any other party, the Company will seek indemnification from the former
principals of Ocean West Enterprises and their affiliates under both the
Exchange Agreement, as well as an Assignment and Assumption of Liabilities
Agreement dated May 23, 2005. As of March 31, 2006, the Company has not accrued
any amount for this guarantee.

The Company has been advised that there are 448,420 outstanding warrants to
purchase common stock of the Company, a portion of which may still be
exercisable despite former management's representation and warranty that there
were no outstanding warrants at the time of the Reverse Merger. Included in
these warrants are 300,000 claimed to be exercisable at $0.25 per share through
August 15, 2007. The alleged holder of these warrants, has filed a lawsuit
against the Company in the United States District Court for the Southern
District of New York seeking specific performance of an agreement which provided
for "piggyback" registration rights and seeks to have the Company include the
300,000 shares underlying the warrants in its pending registration statement on
Form SB-2.

The Company has received a claim from an attorney for Marshall Stewart, the
former CEO of the Company. Mr. Stewart was employed by the Company under an
employment agreement dated September 1, 2004. Mr. Stewart was to be compensated
$180,000 per year in base salary plus bonuses through August 31, 2007. Mr.
Stewart's claim is for a breach of contract alleged to have occurred in late
2004 when the Company was under the control of Consumer Direct of America
("CDA") and for CDA's failure to advise the Company's shareholders of the sale
of OWHC until after the Reverse Merger.

NOTE 9 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $2,096,515, a working capital deficiency of $1,532,874, and net cash
used in operations of $841,276. In addition to the need for capital to cover
ongoing operating expenses, the Company estimates that it may require up to
$500,000 per month to continue the launch of its products through 2006. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.

NOTE 10 SUBSEQUENT EVENTS

On April 3, 2006, the Company completed a $300,000 bridge loan from an
unaffiliated lender. The loan is evidenced by a 10% subordinated promissory note
due July 2, 2006. The lender also received 60,000 shares of common stock which
the Company agreed to register.

On April 11, 2006 the Company issued 22,500 shares of common stock for investor
relations.

On April 26, 2006, the Company announced the proposed acquisition of IntelliGate
Ltd., an Israeli corporation with patent-pending highly accurate information
retrieval and natural language search technology. The Company entered into a
letter of intent to purchase the assets, but not the liabilities, of
Intelligate. The purchase price is $4,850,000 consisting of (a) $1,850,000 in
cash, and (b) either $3,000,000 in cash or $3,000,000 of Common Stock valued at
the 30 day volume weighted average price prior to the effective date. This
proposed acquisition is subject to completion of due diligence and obtaining
various governmental approvals, including that of Israel's Office of Chief
Scientist.


                                      F-11
<PAGE>

On April 25, 2006 the Company designated 1,500,000 shares of Series A preferred
stock $0.01 par value. Each share has a face value of $10.00 and a 10% dividend
rate, or $1.00 per share payable in-kind. The Series A preferred stock shall
rank senior to Common Stock and each share shall have a $10 per share
liquidation preference. The Series A preferred stock shall be convertible into
Common Stock at no less than $1.00 per share and no more than $1.65 per share to
be determined following the Company's current private placement. The Series A
preferred stock shall have no voting rights except as provided by the Delaware
General Corporation Law.

On April 28, 2006 the Company issued a total of 2,000,000 common stock options
to the Company's Chief Executive Officer at a price of $1.01 expiring 10 years
from the date of issuance. In addition the Company issued a total of 200,000
common stock options to two directors of the Company at a price of $1.04
expiring 10 years from the date of issuance. In addition the Company issued
200,000 shares of common stock to the Company's Chief Executive Officer as a
bonus.

On May 5, 2006, The Company announced it had signed a letter of intent with MGN
Technologies, Inc., doing business as Mobile Gaming Now, for a license agreement
to jointly pursue mobile Internet gaming applications.

On May 16, 2006, the Company signed a letter of intent with Mobile Gaming Now
which intends to acquire all rights and obligations of the Company to purchase
Karrell Pty Limited ("Karrell"). Karrell is the holding company for a fully
licensed Australian wagering services company. The letter of intent provides for
Mobile Gaming Now to issue 2 million Shares of its Common Stock to the Company
upon the completion of the acquisition of Karrell.

As of May 18, 2006 the Company completed the sale of $2,500,000 of Units. Each
Unit consists of (i) 5,000 shares of 10% (PIK) Series A Preferred Stock of the
Company and (ii) warrants to purchase 50,000 shares of the Company's common
stock, exercisable for a period of three years at a price of $0.50 per share.
The Placement Agent received at the initial closing 1 million common stock
cashless exercise warrants, exercisable at $.50 per share, and an aggregate of
$275,000 of 11% sales commissions, $75,000 of 3% non-accountable expenses; and
145,000 shares of Common Stock as of May 18, 2006, with an additional 105,000
shares to be issued (10% stock coverage).


                                      F-12
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operations.

General

      InfoByPhone, a wholly-owned subsidiary of Ocean West Holding Corporation
("We," or the "Company"), is a communications technology company that provides
users of handheld cellular devices with access to information regardless of
location through its AskMeNow(TM) Service (the "Service"). The Service is a new
mobile information content service that enables users of any mobile device with
text messaging/SMS or email capability, to call, email, or text message (SMS)
questions. An answer is then text messaged or e-mailed back to the consumer's
mobile device, usually within a matter of minutes.

      The Service is accessible anytime and anywhere, through every possible way
that wireless technology allows people to communicate via a mobile device. Using
proprietary software and proprietary methods, the Service has the research
capability to answer virtually any information-based question, including current
news and events, sports scores, historical statistics, weather, entertainment,
stock quotes and market data, driving directions, travel schedules and
availabilities, emergency disaster information, comparison shopping, restaurant
information and reservations, director assistance, and random trivia
(literature, history, science, etc.). Once information is accessed from third
party strategic partners, it is refined to a format suitable for easy reading on
the screen of a user's mobile device and quickly emailed or text messaged back
to the user.

      The product was launched from beta in November of 2005. The release has
been directed primarily to cell phone users in the U.S. and Canada. We currently
generate fess from user inquires. In the future we expect to generate revenues
through fees generated from advertisers utilizing our ad space to promote
products and by charging customers that ask questions that are not able to be
asked in our templated formats. We also expect to generate revenue from
affiliate partnerships that provide our customers with the opportunity to
purchase ring tones, wallpaper, games and other items.

Reverse Merger

      Pursuant to a Securities Exchange Agreement and Plan of Reorganization
dated as of April 14, 2005, by and among the Company, InfoByPhone, Inc. and the
shareholders of InfoByPhone ("Exchange Agreement") effective June 6, 2005, the
Company acquired InfoByPhone, a Delaware corporation, in a reverse merger (the
"Reverse Merger") pursuant to which InfoByPhone became a wholly-owned subsidiary
of the Company, as the Company acquired (i) all of the issued and outstanding
shares of common stock of InfoByPhone in exchange for an aggregate of 6,000,000
shares of authorized, but unissued, shares of common stock, par value $0.01 of
the Company then constituting approximately 56% of the capital stock of the
Company.


                                      -13-
<PAGE>

      Forward-Looking Statements

      Statements contained in this Item 2. "Management's Discussion and Analysis
or Plan of Operation" and elsewhere in this document that are not historical or
current facts many constitute "forward-looking statements" within the meaning of
such term in Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause the actual
financial or operating results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. Factors that could cause actual results to differ
materially from those predicated in any such forward-looking statements include
our ability to continue to lower our costs, our timely development and
customers' acceptance of our products, including acceptance by key customers,
pricing pressures, rapid technological changes in the industry, increased
competition, our ability to attract and retain qualified personnel, our ability
to identify and successfully consummate future acquisitions, adverse changes in
general economic conditions in the U.S. and internationally, and political and
economic uncertainties associated with current world events. Such
forward-looking statements are based on our best estimates of future results,
performance or achievements, based on current conditions and the most recent
results of the Company. In addition to statements which explicitly describe such
risks and uncertainties, readers are urged to consider statements labeled with
the terms "may," "will," "potential," "opportunity," "belies," "belier,"
"expects," "intends," "estimates," "anticipates" or "plans" to be uncertain and
forward-looking. The forward-looking statements contained herein are also
subject generally to other risks and uncertainties that are described from time
to time in the Company's reports and registration statements filed with the
Securities and Exchange Commission.

Critical Accounting Policies

      We have identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The list is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. Note
that our preparation of the financial statements requires us to make estimates
and assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.


                                      -14-
<PAGE>

REVENUE RECOGNITION

For the three months ended March 31, 2005, revenue was recognized over the
service period. The Company billed for its services one year in advance. All
prepaid annual service revenue was deferred and recognized over the service
period. During 2006, the Company changed its billing method. For all submitted
questions, the Company recognizes revenue at the time of the inquiry. For
advertising space sold, the Company recognizes revenue over the period the
advertisement is displayed.

RESEARCH AND DEVELOPMENT

Research and development expenses include payroll and employee benefits costs
associated with product development. The Company has determined that
technological feasibility for its software products is reached shortly before
the products are released. Costs incurred after technological feasibility is
established are not material, and accordingly, all research and development
costs are expansed when incurred.

FOREIGN CURRENCY TRANSLATION

The functional currency of the Company is the United States Dollar. The
financial statements of the Company's Philippines subsidiary translated to the
United States dollar using the period exchange rates as to assets and
liabilities and average exchange rates as to revenues and expenses. Capital
accounts are translated at their historical exchange rates when the capital
transaction occurred. Net gains and losses resulting from foreign exchange
translations are included in the statements of operations and stockholders'
equity as other comprehensive income (loss). As of March 31, 2006, the
translation adjustment was $1,341.

RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 154 ("SFAS 154"), Accounting Changes and Error Corrections, was issued
in May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 ("SFAS 3"). SFAS No.
154 requires retrospective application for voluntary changes in accounting
principle in most instances and is required to be applied to all accounting
changes made in fiscal years beginning after December 15, 2005. The Company's
adoption of SFAS No. 154 is not expected to have a material impact on the
Company's consolidated financial condition or results of operations.


                                      -15-
<PAGE>

      Material Changes in Results of Operations

      Three-Month Period Ended March 31, 2006 as compared with Three-Month
Period Ended March 31, 2005.

We reported sales of $4,071 for the three months ended March 31, 2006 ("First
Quarter 2006"), as compared to $2,732 for the three months ended March 31, 2005
("First Quarter 2005"). The increase in our sales was due to the Company rolling
out its service on a per use basis to new subscribers. During the three months
ended March 31, 2006 the Company has begun to generate revenue from ESPN. The
Company has begun answering sport questions for ESPN cellular users on a per use
basis.

Research and development have increased to $68,429 for the three months March
31, 2006 as compared to $15,498 for the three months ended March 31, 2005. The
Company continues to incurred significant costs in adding new features and
upgrades to its mobile services technology.

Cost of revenue have increased to $219,482 for the three months March 31, 2006
as compared to $80,128 for the three months ended March 31, 2005. The Company
has incurred significant costs in its mobile services division as it implements
its services. Most of the costs are derived from its call center in the
Philippines and fixed amounts paid to third party content providers. The
Company's cost of revenue are not expected to increase significantly until it
adds a significant amount of new users.

General and administrative costs have increased to $744,219 for the three months
ended March 31, 2006 as compared to $33,545 for the three months ended March 31,
2005. The Company added additional employees, rent, increased travel and office
expenses as it implemented its business plan.

Professional fees have increased to $242,694 for the three months ended March
31, 2006, as compared to $33,121 for the three months ended March 31, 2005. Most
of these costs are legal and accounting fees associated with the Company SEC
reporting obligations.

Payroll expense has increased to $193,621 for the three months ended March 31,
2006, as compared to $72,970 for the three months ended March 31, 2005. The
Company has hired several new executives in anticipation of increased
operations.

Stock Compensation has increased to $513,576 for the three months ended March
31, 2006, as compared to $56,250 for the three months ended March 31, 2005.
During the three months ended March 31, 2006, the Company issued common stock
options valued at $278,103 to officers and directors and recorded amortization
of $235,473 on warrants issued to a consultant during the year ended December
31, 2005.

Interest expense has increased to $118,565 for the three months ended March 31,
2006, as compared to $307 for the three months ended March 31, 2005. The
increase was primarily a result of the interest and warrants issued with the
Company's bridge loans.

We anticipate that our total operating expenses will continue to increase in
future periods as our sales increase. Included in these anticipated increases
are salaries and benefits for additional employees, increased marketing and
advertising expenses. We also anticipate that our professional fees will
continue to increase as we seek to raise additional capital. We cannot, however,
at this time predict the amount of any of these increases.


                                      -6-
<PAGE>

We reported a net loss of to $2,096,515 for the First Quarter 2006, as compared
to $289,087 for the First Quarter 2005. Our revenues are not sufficient to fund
our operations and we anticipate that we will incur losses for the foreseeable
future until such time as we can significantly increase our revenues. Because of
the early stage of our business, the highly competitive nature of our industry
and our lack of sufficient working capital, it is unlikely that we will be able
to increase our revenues in the near future to a level which will sustain our
operations and enable us to report a profit.

MATERIAL CHANGES IN FINANCIAL CONDITION - MARCH 31, 2006, AS COMPARED WITH
MARCH 31, 2005

Net cash used in operating activities increased to $841,276 for the First
Quarter 2006 as compared to $262,165 for the First Quarter 2005. Included in
this increase was:

      O     an increase of $1,807,429 in our net loss,

      O     an increase of $235,473 in amortization of deferred compensation

      O     an increase of $278,103 in options issued for services

      O     an increase of $570,007 in accounts payable, and

      O     an increase of $82,177 in accrued expenses.

Net cash used in investing activities were $1,934 for the three months ended
March 31, 2006. The Company purchased additional computer equipment. Net cash
provided by financing activities were $727,902 for the three months ended March
31, 2006 compared to $297,563 for the three months ended March 31, 2005. For the
three months ended March 31, 2006 the Company entered into note agreements with
related parties for $200,000 and un-related parties for $399,000. In addition
the Company had a cash overdraft of $123,902.

We had a net loss of $2,096,191, a working capital deficiency of $1,532,874, and
net cash used in operations of $841,276. In addition we need additional capital
to cover ongoing operating expenses, we estimates that we may require up to
$500,000 per month to launch our product through 2006. These factors raise
substantial doubt about our ability to continue as a going concern

      In January 2006, the Company completed a $350,000 bridge loan from two
lenders, one of whom is Sandro Sordi ($100,000), a director of the Company and
the second ($250,000) an unaffiliated entity. The loan is evidenced by 10%
subordinated promissory notes due 60 days from the date of issuance. An
aggregate of $150,000 of this loan had been repaid as of May 18, 2006. An
aggregate of 35,000 warrants were issued to the lenders plus 17,500 warrants to
the selling agent for the bridge loan. The warrants are all exercisable at $2.00
per share through January 31, 2011.


                                      -7-
<PAGE>

      As of March 1, 2006, the Company executed loan documents for a $205,000
bridge loan from two lenders, one of whom is Darryl Cohen, the Company's Chief
Executive Officer and the second is Allied International Fund, Inc. both of whom
are accredited investors. The Bridge Loan was completed on March 8, 2006 and is
evidenced by secured promissory notes due on the earliest to occur of the
closing of one million ($1,000,000) Dollars in debt, equity or other infusion of
capital or June 30, 2006. As on May 18, 2006, the loan from the Allied
International Fund, Inc. had been repaid.

      On April 3, 2006, the Company completed a $300,000 bridge loan from an
unaffiliated lender. The loan is evidenced by a 10% subordinated promissory note
due July 2, 2006. The lender also received 60,000 shares of restricted stock
which the Company agreed to register with the current private placement
described below, but no later than 120 days from the completion of the bridge
loan.

      As of May 18, 2006 the Company completed the sale of $2,500,000 of Units.
Each Unit consists of (i) 5,000 shares of 10% (PIK) Series A Preferred Stock of
the Company and (ii) warrants to purchase 50,000 shares of the Company's common
stock, exercisable for a period of three years at a price of $0.50 per share.
The Placement Agent is receiving 11% sales commissions; a 3% non-accountable
expense allowance, 10% stock coverage in shares of Common Stock and 1 Million
common stock cashless exercise warrants, exercisable at $.50 per share for five
years. These disclosures are not to be used for the purpose of conditioning the
market in the United States for any of the securities continued to be offered.
The securities offered have not been registered under the Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.

      If we are to fully implement our business plan, we anticipate that our use
of cash will be substantial for the foreseeable future, and will exceed our cash
flow from operations during the next 12 months and thereafter, absent a
significant increase in sales. To fully implement our business plan, over the
next 12 months we anticipate that we will require additional working capital for
increasing our infrastructure, for salaries and wages, and for increased
marketing and advertising. Unless sales significantly increase over the next 12
months, we will not have significant working capital to hire additional
employees, marketing or otherwise pursue our business plan.

      The report of our independent registered public accounting firm on our
consolidated financial statements as of December 31, 2005, contains an
explanatory paragraph expressing uncertainty with respect to our ability to
continue as a going concern as a result of our net losses, working capital
deficiency, stockholders' deficiency and cash used in operations.


                                      -8-
<PAGE>

Item 3. Controls and Procedures.

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of March 31, 2006. Based on
this evaluation, our principal executive officer and principal financial officer
have concluded that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports we file or
submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms and that our disclosure and controls are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

There were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the first quarter of fiscal 2006 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of business, the Company may be involved in legal
proceedings from time to time. As of the date of this quarterly report on Form
10-QSB, there are no legal proceedings against the Company except as set forth
below. No governmental agency has instituted any proceedings or served the
Company with any complaints. However, the Company has been advised by Pioneer
Credit Recovery, Inc. ("Pioneer") that the U.S. Department of Treasury has
placed with Pioneer an account owed to it by the Company's former wholly-owned
subsidiary Ocean West Enterprises ("OWE"). The former principals of OWE and the
Company did not disclose to InfoByPhone or current management that they and OWE
had guaranteed three HUD loans in the aggregate amount of $151,980 and any other
unpaid loans.


                                      -9-
<PAGE>

The Company has been advised by a representative of Consumer Direct of America
("CDA") that there are at least 448,420 outstanding warrants to purchase common
stock of the Company, a portion of which may still be exercisable despite former
management's representation and warranty that there were no outstanding warrants
at the time of the Reverse Merger. Included in these warrants are 300,000
claimed to be exercisable at $0.25 per share through August 15, 2007. The
alleged holder of these warrants, Remsen Funding Corporation has filed a lawsuit
against the Company (06 CV 609) in the United States District Court for the
Southern District of New York seeking specific performance of an agreement which
provided for "piggyback" registration rights and seeks to have the Company
include the 300,000 shares underlying the warrants in its pending registration
statement on Form SB-2.

The Company has received a claim from an attorney for Marshall Stewart, the
former CEO of the Company. Mr. Stewart was employed by the Company under an
employment agreement dated September 1, 2004. Mr. Stewart was to be compensated
$180,000 per year in base salary plus bonuses through August 31, 2007. Mr.
Stewart's claim is for a breach of contract alleged to have occurred in late
2004 when the Company was under the control of CDA and for CDA's failure to
advise the Company's shareholders of the sale of OWHC until after the Reverse
Merger.

The Company will pursue all avenues to make sure it is made whole for the above
misrepresentations and omissions; however, there can be no assurance that the
Company will not be adversely affected by such breaches. In the event a claim is
made against the Company by any of the above-mentioned parties, or by any
others, the Company will seek indemnification from the former principals of OWE,
CDA, and their affiliates under both the Exchange Agreement, and the Assignment
and Assumption of Liabilities Agreement dated May 23, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as set forth herein, all issuances of restricted securities by the
Company during the three-month period ended March 31, 2006, were previously
reported on Form 8-K.

In January 2006, the Company completed a $350,000 bridge loan from two lenders,
one of whom is Sandro Sordi ($100,000), a director of the Company and the second
($250,000) an unaffiliated entity. The loan is evidenced by 10% subordinated
promissory notes due 60 days from the date of issuance. An aggregate of $150,000
of these loans had been repaid as of May 18, 2006. An aggregate of 35,000
warrants were issued to the lenders plus 17,500 warrants to the selling agent
for the bridge loan. The warrants are all exercisable at $2.00 per share through
January 31, 2011.

On April 3, 2006, the Company completed a $300,000 bridge loan from an
unaffiliated lender. The loan is evidenced by a 10% subordinated promissory note
due July 2, 2006. The lender also received 60,000 shares of restricted stock
which the Company agreed to register no later than 120 days from the completion
of the bridge loan.

The issuance of all of the above Shares, did not require registration under the
Securities Act, pursuant to an exemption available under Section 4(2) of the
Act. There was no underwriter or placement agent involved in these transactions.


                                      -10-
<PAGE>

Item 3. Defaults Upon Senior Securities.

On January 17, 2006, an unrelated third party loaned the company $250,000. The
loan is evidenced by a 10% subordinated promissory note due 60 days from the
date of issuance. An aggregate of $150,000 of this loan had been repaid and the
Company intends to repay the remaining $100,000 which is in default from the
proceeds of a current private placement.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

      Exhibits.

Set forth below is a list of the exhibits to this Quarterly Report on Form
10-QSB.

      Exhibit
      Number      Description
      -------     -----------

      31.1        Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002.

      32.1        Certification pursuant to 18 U.S.C. 1350, as adopted pursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.


                                      -11-
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: May 22, 2006                     Ocean West Holding Corporation


                                        By:/s/ Darryl Cohen
                                           -------------------------------------
                                           Darryl Cohen, Chief Executive Officer
                                           (Principal executive officer and
                                           Principal financial officer)


                                      -12-
<PAGE>

                         Ocean West Holding Corporation

                         Quarterly Report on Form 10-QSB
                          Quarter Ended March 31, 2006

                                  EXHIBIT INDEX

Exhibit
Number      Description
-------     -----------
31.1        Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a), as
            adopted pursuant to Section 302 of the

32.1        Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002.


                                      -13-