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: June 30, 2007

|_|   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

                                 AskMeNow, Inc.
        (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 including area code)

                                 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 be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such 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|

The number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: 33,304,887 shares of common stock, par
value $.01 per share, outstanding as of August 6, 2007

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

<PAGE>

                         AskMeNow, Inc. and Subsidiaries

                         Quarterly Report on Form 10-QSB
                           Period Ended June 30, 2007

                                Table of Contents

                                                                            Page
                                                                           ----

PART I . FINANCIAL INFORMATION

Item 1.  Financial Statements:
  Condensed Consolidated Balance Sheets as of June 30, 2007 (Unaudited)
    and December 31, 2006...............................................       3
  Condensed Consolidated Statements of Operations for the Three and Six
     Months Ended June 30, 2007 and 2006 (Unaudited)....................       4
  Condensed Consolidated Statements of Cash Flows for the Six Months
    Ended June 30, 2007 and 2006 (Unaudited)............................       5
  Notes to Condensed Consolidated Financial Statements..................       6

Item 2.  Management's Discussion and Analysis or Plan of Operation .....      18

Item 3.  Controls and Procedures .......................................      23

PART II . OTHER INFORMATION

Item 1.  Legal Proceedings .............................................      23

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds ...      23

Item 3.  Defaults Upon Senior Securities ...............................      24

Item 4.  Submission of Matters to a Vote of Security Holders ...........      24

Item 5.  Other Information .............................................      25

Item 6.  Exhibits  .....................................................      25

SIGNATURES..............................................................      26
EXHIBIT INDEX...........................................................      27


                                      -2-
<PAGE>

                         ASKMENOW, INC AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets


--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                             ASSETS
                                                                                                       June 30,       December 31,
CURRENT ASSETS                                                                                            2007             2006
                                                                                                     ------------      ------------
                                                                                                     (Unaudited)
<S>                                                                                                  <C>               <C>
   Cash ........................................................................................     $    833,470      $     61,279
   Accounts receivable, net ....................................................................            2,466            13,860
   Prepaid expenses and other current assets ...................................................           64,911            79,151
                                                                                                     ------------      ------------
 Total Currents Assets .........................................................................          900,847           154,290

Property and Equipment, Net ....................................................................          162,043           188,974

OTHER ASSETS
    License ....................................................................................          150,000           150,000
    Debt offering costs, net ...................................................................          453,646              --
Other assets ...................................................................................           50,635            47,496
                                                                                                     ------------      ------------

  TOTAL ASSETS .................................................................................     $  1,717,171      $    540,760
                                                                                                     ============      ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable ...............................................................................     $    742,070      $  1,099,937
Accrued expenses ...............................................................................          310,606           326,797
Notes payable ..................................................................................        2,390,279              --
Notes payable - related party ..................................................................          100,000           102,624
     Deferred Tax Liability ....................................................................           12,714            16,786
                                                                                                     ------------      ------------
 Total Current Liabilities .....................................................................        3,555,669         1,546,144
                                                                                                     ------------      ------------


STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.01 par value, 10,000,000 shares authorized at June 30, 2007
      and December 31, 2006
Series A Preferred Stock, $0.01 par value, 1,500,000 shares authorized,
      27,500 and 362,500 shares issued and outstanding at June 30, 2007
      and December 31, 2006, respectively ......................................................          275,000         3,625,000
Series B Preferred Stock, $0.01 par value, 1,600,000 shares authorized,
      643,000 and 235,500 shares issued and outstanding at June 30, 2007
       and December 31, 2006, respectively .....................................................        6,430,000         2,355,000
Series C Preferred Stock, $0.01 par value, 400,000 shares authorized,
      zero and 400,000 shares issued and outstanding at June 30, 2007
      and December 31, 2006, respectively ......................................................             --               4,000
Series E Preferred Stock, 680 shares authorized, none issued and outstanding ...................             --                --
Series F Preferred Stock, 1,250 shares authorized, none issued and outstanding .................             --                --
Series G Preferred Stock, 2,000 shares authorized, none issued and outstanding .................             --                --
Series I Preferred Stock, 550 shares authorized, none issued and outstanding ...................             --                --
Series L Preferred Stock, 1,000 shares authorized, none issued and outstanding .................             --                --
Common stock, $0.01 par value, 100,000,000 shares authorized, 33,304,887 and 28,994,887
     shares issued and outstanding at June 30, 2007 and December 31, 2006, respectively ........          333,050           289,950
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 .........             --                --
Additional paid-in-capital .....................................................................       23,748,747        14,907,308
Foreign currency translation ...................................................................            6,000             1,925
Accumulated deficit ............................................................................      (32,631,295)      (22,188,567)
                                                                                                     ------------      ------------
 Total Stockholders' Equity (Deficit) ..........................................................       (1,838,498)       (1,005,384)
                                                                                                     ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) ...........................................     $  1,717,171      $    540,760
                                                                                                     ============      ============
</TABLE>


                                      -3-
<PAGE>

                         ASKMENOW, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>


                                                 Three Months Ended June 30,    Six Months Ended June 30,
                                               ----------------------------    ----------------------------
                                                   2007            2006           2007              2006
                                               ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>
REVENUE
Revenue from mobile services ...............   $      4,403    $      4,958    $     10,208    $      9,029
                                               ------------    ------------    ------------    ------------
                                                      4,403           4,958          10,208           9,029
COSTS AND OPERATING EXPENSES
Cost of revenue ............................        368,666         676,578         673,064         896,060
Research and development ...................         24,231          54,408          48,462         122,837
General and administrative .................        381,474         477,846         902,779       1,222,065
Professional fees ..........................        405,549         311,550       1,042,798         789,717
Salaries and compensation ..................      2,232,198       2,040,196       3,274,594       2,511,920
                                               ------------    ------------    ------------    ------------
  Total Operating Expenses .................      3,412,118       3,560,578       5,941,697       5,542,599
                                               ------------    ------------    ------------    ------------

Net Loss from Operations ...................     (3,407,715)     (3,555,620)     (5,931,489)     (5,533,570)
                                               ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE)
Interest expense ...........................     (4,426,303)       (141,748)     (4,511,239)       (260,323)
                                               ------------    ------------    ------------    ------------
     Total other expense ...................     (4,426,303)       (141,748)     (4,511,239)       (260,323)
                                               ------------    ------------    ------------    ------------

Net Loss before income taxes ...............     (7,834,018)     (3,697,368)    (10,442,728)     (5,793,893)
Income taxes ...............................           --              --              --              --
                                               ------------    ------------    ------------    ------------

Net Loss ...................................     (7,834,018)     (3,697,368)    (10,442,728)     (5,793,893)
Preferred stock dividends ..................       (167,166)           --          (330,084)           --
                                               ------------    ------------    ------------    ------------

Net loss applicable to common shareholders .   $ (8,001,184)   $ (3,697,368)   $(10,772,812)   $ (5,793,893)
                                               ============    ============    ============    ============

Basis and diluted net loss per common share    $      (0.24)   $      (0.14)   $      (0.35)   $      (0.22)
                                               ============    ============    ============    ============

Basic and diluted weighted average number of
   common shares outstanding ...............     33,299,887      26,400,040      31,005,545      26,182,330
                                               ============    ============    ============    ============
</TABLE>


                                      -4-
<PAGE>


                         ASKMENOW, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                               Six Months Ended June 30,
                                                                 2007           2006
                                                              -----------    -----------

OPERATING ACTIVITIES
<S>                                                           <C>            <C>
      Net loss ............................................  $(10,442,728)   $(5,793,893)

      Adjustments to reconcile net loss to net cash used in
       operating activities:
          Depreciation ....................................        40,465         37,346
          Amortization of deferred compensation ...........          --          506,473
          Amortization of debt discount ...................     2,390,279         66,880
          Amortization of debt offering costs .............     1,749,326           --
          Subscription receivable .........................         1,400           --
          Stock, warrants and options issued for services .     3,437,701      1,787,665
          Warrants issued for financing fees ..............       337,465        108,622
      Changes in assets and liabilities
           Accounts receivable ............................        11,394         (6,615)
           Prepaid expenses ...............................        14,241         (3,671)
           Deposits .......................................        (3,139)            98
           Accounts payable ...............................      (357,867)       550,470
           Accrued expenses ...............................       (16,190)       (41,591)
           Deferred taxes .................................        (4,073)          --
                                                              -----------    -----------
Net Cash Used In Operating Activities .....................    (2,841,726)    (2,788,216)
                                                              -----------    -----------

INVESTING ACTIVITIES
        Restricted Cash ...................................          --       (1,850,000)
        Purchase of equipment .............................       (13,534)        (7,185)
                                                              -----------    -----------
Net Cash Used In Investing Activities .....................       (13,534)    (1,857,185)
                                                              -----------    -----------

FINANCING ACTIVITIES
        Proceeds from notes payable .......................     3,000,000        111,905
        Proceeds from notes payable - related party .......          --          185,000
        Net proceeds from issuance of preferred stock .....       626,000      4,282,400
        Repayment of notes payable - related party ........        (2,624)          --
                                                              -----------    -----------
Net Cash Provided By Financing Activities .................     3,623,376      4,579,305
                                                              -----------    -----------

EXCHANGE RATE GAIN (LOSS) .................................         4,075         (2,658)
                                                              -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ......       772,191        (68,754)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ............        61,279        159,622
                                                              -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD ..................   $   833,470    $    90,868
                                                              ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

      CASH PAID DURING THE PERIOD FOR:
      Interest ............................................   $       243    $    65,000

      NON-CASH TRANSACTIONS DURING THE PERIOD FOR:
      Financing costs .....................................   $ 2,620,937    $         0

</TABLE>


                                      -5-
<PAGE>

                         ASKMENOW, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2007
                                   (UNAUDITED)

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

(A)   Organization

      AskMeNow, Inc., formerly Ocean West Holding Corporation(the "Company"),
was incorporated in Delaware in August 2000, and is a holding company and the
parent company of InfoByPhone, Inc. ("InfoByPhone"). InfoByPhone provides
information services and content through its AskMeNow(TM) service to mobile
devices. This service allows mobile users to ask questions and receive answers
through text messaging/SMS and email. InfoByPhone was formed as a Delaware
corporation in June 2004 and was acquired by the Company pursuant to the reverse
merger transaction discussed below. The Company also has a foreign wholly-owned
subsidiary, AskMeNow, Inc., a Philippine corporation formed in August 2005.

      On June 18, 2004, InfoByPhone consummated an agreement with InfoByPhone,
LLC, an Ohio LLC formed in January 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. 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, pursuant to a Securities Exchange Agreement and Plan of
Reorganization dated as of April 14, 2005, by and among the Company, InfoByPhone
and the shareholders of InfoByPhone, the Company acquired InfoByPhone in a
reverse merger (the "Reverse Merger"), pursuant to which InfoByPhone became a
wholly-owned subsidiary of the Company. In connection with the Reverse Merger,
the Company acquired all of the issued and outstanding shares of common stock of
InfoByPhone and issued an aggregate 5,586,004 shares of authorized but unissued
shares of common stock, par value $0.01, of the Company that, together with
500,000 shares issued to Vertical Capital Partners, Inc. (n/k/a Arjent Ltd.) as
a finder's fee, constituted approximately 56% of the then outstanding capital
stock of the Company. As a result of the agreement, the transaction was treated
for accounting purposes as a recapitalization by the accounting acquirer,
InfoByPhone, Inc.

      The Company has incurred significant operating losses since its inception.
Management expects that significant on-going operating expenditures will be
necessary to successfully implement the Company's business plan and develop and
market its services. These circumstances raise substantial doubt about the
Company's ability to continue as a going concern. Implementation of the
Company's plans and its ability to continue as a going concern depend upon its
securing substantial additional financing. During the first six months of 2007,
the Company raised net proceeds of $626,000 through the private sale of
unregistered, convertible preferred stock. In addition, the Company raised
$3,000,000 through the issuance of notes payable to investors. Management's
plans include efforts to obtain additional capital, although no assurances can
be given about the Company's ability to obtain such capital. If the Company is
unable to obtain adequate additional financing or generate profitable sales
revenues, it may be unable to continue product development and other activities
and may be forced to curtail or cease operations. The consolidated financial
statements presented herein do not include any adjustments that might result
from the outcome of this uncertainty.

(B)   Basis of Presentation

      The condensed consolidated financial statements as of and for the periods
ended June 30, 2007 and 2006 included herein are unaudited. Such consolidated
financial statements include, in the opinion of management, all adjustments
necessary to present fairly the financial position and results of operations as
of and for the periods indicated and in order to make the financial statements
not misleading. All such adjustments are of a normal recurring nature. These
interim results are not necessarily indicative of the results to be expected for
the fiscal year ending December 31, 2007 or for any other period.



                                      -6-
<PAGE>

      Certain information in footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. These consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto in our Annual Report on Form 10-KSB
for the year ended December 31, 2006, as filed with the SEC.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A)   Principles of Consolidation

      The condensed consolidated financial statements for the three and six
months ended June 30, 2007 and 2006 include the accounts of AskMeNow, Inc. and
its wholly-owned subsidiaries, InfoByPhone, Inc., AskMeNow, Inc., a Philippines
corporation, and InfoByPhone, LLC.

      All significant inter-company accounts and transactions have been
eliminated in consolidation.

(B)   Revenue Recognition

      The Company recognizes revenue for all submitted questions at the time of
the inquiry. For advertising space sold, the Company recognizes revenue over the
period the advertisement is displayed. The Company recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, and collectability is probable.

(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 June 30,
2007 and December 31, 2006, there were no cash equivalents.

(D)   Fair Value of Financial Instruments

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

(E)   Concentrations of Risk

      During fiscal 2005, the Company formed its AskMeNow, Inc. subsidiary in
the Philippines. As of June 30, 2007 and December 31, 2006, approximately 16%
and 39% of the Company's consolidated assets were located in the Philippines,
respectively.

      The Company at times has cash in banks in excess of FDIC insurance limits.
At June 30, 2007, the Company had $634,250 in excess of FDIC insurance limits.
At December 31, 2006 the Company had no amount in excess of FDIC insurance
limits. At June 30, 2007, the Company had total cash of $99,220 in banks located
in the Philippines. At December 31, 2006, the Company had total cash of $18,282
in banks located in the Philippines.

      During the three and six months ended June 30, 2007, one customer
accounted for 67% and 68% of the Company's sales, respectively. For the three
and six months ended June 30, 2006, one customer accounted for 49% and 59% of
the Company's sales, respectively.

(F)   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.

(G)   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 improvements is the term of the
lease or the useful life of the improvement, whichever is shorter.

(H)      Advertising Costs

      Advertising costs are expensed as incurred. Total advertising costs
charged to operations for the three months ended June 30, 2007 and 2006 were
$30,596, and $89,921, respectively. The advertising costs for the six months
ended June 30, 2007 and 2006 were $53,120 and $188,266, respectively.


                                      -7-
<PAGE>

(I)   Income Taxes

      The Company accounts for income taxes under SFAS No. 109, "Accounting for
Income Taxes". Under SFAS No. 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
SFAS No. 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.

(J)   Other Comprehensive Income

      The Company has adopted SFAS No. 130, "Reporting Comprehensive Income",
which establishes standards for the reporting and display of comprehensive
income, its components and accumulated balances. The Company discloses this
information on its consolidated statement of changes in stockholders' equity
(deficit).

(K)   Foreign Currency Translation

      The functional currency of the Company is the United States Dollar. The
financial statements of the Company's Philippines subsidiary are translated to
U.S. 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
occurs. Net gains and losses resulting from foreign exchange translations are
included in the statements of operations and changes in stockholders' equity
(deficit) as other comprehensive income (loss). As of June 30, 2007, the
translation adjustment was not material.

(L)   Loss Per Share

      The Company follows SFAS No. 128, "Earnings per Share" in calculating
basic and diluted loss per share. Basic loss per common share is computed by
dividing the net loss available to common shareholders by the weighted average
number of common shares outstanding during the period. Shares issued and shares
reacquired during the period are weighted for the portion of the period that
they were outstanding. Diluted loss per share is calculated based on the
weighted-average number of outstanding common shares plus the effect of dilutive
common shares. Potential common shares issuable in connection with warrants,
options and convertible preferred stock were not included in the computation of
diluted loss per share for the periods presented because their inclusion is
anti-dilutive. The total potential number of common shares issuable upon
exercise or conversion of dilutive warrants, stock options and convertible
preferred stock at June 30, 2007 and 2006 were 60,757,999 and 16,334,043 shares,
respectively.

(M)   Business Segments

      The Company operates in one segment, mobile devices.

(N)   Stock Based Compensation

      Effective January 1, 2006, the Company adopted the provisions of SFAS No.
123 (revised), "Share-Based Payment", which replaces SFAS No. 123, "Accounting
for Stock-Based Compensation", and supersedes APB Opinion No. 25, "Accounting
for Stock Issued to Employees", and related interpretations. SFAS No. 123(R)
requires compensation costs related to share-based payment transactions,
including employee stock options, to be recognized in the financial statements.
In addition, the Company adheres to the guidance set forth within SEC Staff
Accounting Bulletin No. 107, which provides the views of the staff of the SEC
regarding the interaction between SFAS No. 123(R) and certain SEC rules and
regulations and provides interpretations with respect to the valuation of
share-based payments for public companies.

      In adopting SFAS No. 123(R), the Company applied the modified prospective
approach to transition. Under the modified prospective approach, the provisions
of SFAS No. 123(R) are to be applied to new awards and to awards modified,
repurchased, or cancelled after the required effective date. Additionally,
compensation cost for the portion of awards for which the requisite service has
not been rendered that are outstanding as of the required effective date are
recognized as the requisite service is rendered on or after the required
effective date. The compensation costs for that portion of awards are based on
the grant-date fair value of those awards as calculated for either recognition
or pro-forma disclosures under SFAS No. 123.

      Common stock, stock options and common stock warrants issued to other than
employees or directors are recorded on the basis of their fair value, as
required by SFAS No. 123(R), which is measured as of the date required by EITF
Issue 96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services." In
accordance with EITF 96-18, the stock options or common stock warrants are
valued using the Black-Scholes option pricing model on the basis of the market
price of the underlying common stock on the "valuation date," which for options
and warrants related to contracts that have substantial disincentives to
non-performance is the date of the contract, and for all other contracts is the
vesting date. Expense related to the options and warrants is recognized on a
straight-line basis over the shorter of the period over which services are to be
received or the vesting period. Where expense must be recognized prior to a
valuation date, the expense is computed under the Black-Scholes option pricing
model on the basis of the market price of the underlying common stock at the end
of the period, and any subsequent changes in the market price of the underlying
common stock up through the valuation date is reflected in the expense recorded
in the subsequent period in which that change occurs.


                                      -8-
<PAGE>

(O)   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.

(P)   Recent Accounting Pronouncements

      In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements". The objective of SFAS 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair
value measurements. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.

      In February 2007, the Financial Accounting Standards Board (FASB) issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115". This statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. Most of the provisions of SFAS No. 159 apply only to
entities that elect the fair value option. However, the amendment to SFAS No.
115 "Accounting for Certain Investments in Debt and Equity Securities" applies
to all entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.

(Q)   Reclassification

      Certain amounts in the 2006 financial statements have been reclassified to
conform to the 2007 financial presentation. These reclassifications have no
impact on net loss.

NOTE 3. PROPERTY AND EQUIPMENT

      Property and equipment consisted of the following:

                                 June 30,   December
                                   2007     31, 2006
                                ---------   --------
                               (unaudited)
Computer equipment              $ 164,098   $157,343
Office furniture & equip.          91,978     87,224
Leasehold improvements             18,866     26,184
Less accumulated depreciation    (112,899)   (81,777)
                                ---------   --------
                                $ 162,043   $188,974
                                =========   ========

      Depreciation expense for the six months ended June 30, 2007 and 2006 was
$40,465 and $37,346, respectively.


                                      -9-
<PAGE>

NOTE 4. LICENSE

      On November 2, 2006, the Company's subsidiary, InfoByPhone, entered into a
software license and services agreement with Expert System S.p.A. that grants
InfoByPhone an exclusive worldwide perpetual license (exclusive of Italy) for
the mobile communications industry to use the Cogito(R) Contact Mobile Product
and the Expert System Technology of Text Mining for structured and unstructured
databases, natural language query and answer capability.

      The Company had previously signed a letter of intent on August 22, 2006
with Expert System that summarized the scope of the proposed agreement with
regard to license, service and payment provisions. At the signing of the letter
of intent, the Company paid Expert System $150,000 as a start-up phase initial
payment. Additional payments required include payment upon integration of each
content database with a commitment of at least ten databases in the first 150
days after signing the agreement. A license fee per single computer server is
due in twelve monthly installments each commencing the month following the
installation of the software. The on-going technical support commences upon
integration of the tenth database and requires a per month fee for twelve
months. Subsequent to completion of the twelve month start-up phase, Expert
System will receive a percentage of the net revenue through the seventh
anniversary date of the conclusion of the start-up phase. The term of the
agreement starts upon the commencement date for installation and continues until
the seventh anniversary date of the conclusion of the start-up phase. As of June
30, 2007, Expert had not completed the installation of the required databases
and thus no amortization of the license was recorded during the quarter.
Amortization of the license will be over the term of the agreement and commence
upon integration of the database software.

NOTE 5. PROMISSORY NOTES

      Beginning in February 2007, the Company began an issue of up to $3,000,000
in Bridge promissory notes to accredited investors. The Company issued
$2,625,000 in promissory notes during the quarter ended June 30, 2007 and
offered in the aggregate notes in the principal amount of $3,000,000, which
offering closed May 10, 2007. The notes bear interest at 12% per annum payable
90 days after the date of issuance unless extended by the Company for up to an
additional 90 days. The Company elected to extend the maturity date for the
additional 90 days in accordance with the promissory note extension option, and
as a result the notes' interest rate increased to 14% per annum from original
maturity until payment in full. As part of the Bridge offering, the Company was
obligated to issue warrants to purchase four shares of common stock for every
$1.00 principal amount of notes issued. An aggregate 12,000,000 common stock
purchase warrants were issued by the Company in accordance with the fully
subscribed $3,000,000 offering. During the quarter ended June 30, 2007, the
Company issued 10,500,000 warrants to purchase common stock at $.50 per share
with a term of five years to investors. The Company calculated a debt discount
for the value of the warrants issued during the quarter ended June 30, 2007
amounting to $2,625,000, which will be amortized over the life of the notes. The
Company recorded additional interest expense of $2,310,279 to reflect the
amortization of the discount during the quarter ended June 30, 2007. For the six
months ended June 30, 2007, the debt discount amounted to $3,000,000 and
interest expense amounted to $2,390,279.

      As part of the Bridge offering the Company offered the selling agent
warrants to purchase 3,600,000 shares of common stock of the Company if the
entire Bridge financing of $3,000,000 was subscribed, or a proportionately
smaller number of warrants if less money was loaned. At June 30, 2007, the
entire 3,600,000 warrants to purchase common stock at $.50 per share with a term
of five years had been issued to the selling agent. The Company calculated a
debt offering cost asset amount for the value of the warrants issued during the
quarter ended June 30, 2007 amounting to $1,984,836, which will be amortized
over the life of the notes. The Company recorded amortization expense of
$1,706,164 to reflect the amortization of the debt offering costs during the
quarter ended June 30, 2007. For the six months ended June 30, 2007, the debt
offering cost amounted to $2,202,972 and amortization expense totaled
$1,749,326. The net book value of the debt offering costs at June 30, 2007 was
$453,646.

NOTE 6. PROMISSORY NOTES - RELATED PARTIES

      On March 1, 2006, Darryl Cohen, the Company's Chief Executive Officer,
loaned the Company $105,000. The bridge loan was completed on March 8, 2006 and
was evidenced by a 16% secured promissory note due on the earliest of the
closing of a financing of $1,000,000 in debt, equity or other infusion of
capital, or June 30, 2006. During the year ended December 31, 2006, the Company
repaid principal and interest of $102,376 and $7,624, respectively. On May 15,
2007, the Company repaid the remaining outstanding principal balance of $2,624
and $243 in accrued interest in full.


                                      -10-
<PAGE>

      In January 2006, Sandro Sordi, 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. On May 17, 2007, the Company and the note
holder agreed to extend the due date for repayment of the principal balance and
accrued interest until completion of the next round of equity financing. As
compensation for the note payable extension, the note holder was granted four
warrants for every $1 of principal and accrued interest outstanding on May 17,
2007 which totaled $113,041. The Company issued 452,164 warrants to Sandro
Sordi, exercisable for five years at $.50 per share with the same registration
and other rights granted to the bridge promissory note holders.

NOTE 7. STOCKHOLDERS' DEFICIT

(A)   Common Stock

      In June, 2007, the Company issued 5,000 shares of unregistered restricted
common stock to a vendor for the purchase of a website domain name. The Company
determined a value for the shares of $4,000 based on the fair market value of
the stock at the time of the purchase. The Company recorded the entire amount as
an asset on the balance sheet at June 30, 2007.

(B)   Preferred Stock

      The Company's Certificate of Incorporation as amended and restated
authorizes 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.

      Series A

      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 ranks senior to the Company's common stock and each share has a $10 per
share liquidation preference. The Series A preferred stock has no voting rights
as provided by the Delaware General Corporation Law and as set forth in the
Company's charter. As of June 30, 2007, there were 27,500 shares of Series A
preferred stock issued and outstanding. As of June 30, 2007, accrued dividends
for the quarter then-ended were $6,856 and cumulative dividends were $30,390 on
the Series A preferred stock.

      Series B

      On July 20, 2006, the Company designated 1,600,000 shares of Series B
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 B preferred
stock ranks senior to the common stock and on parity with the Series A preferred
stock, and each share has a $10 per share liquidation preference. The Series B
preferred stock is convertible into common stock at a price of $.50 per share.
The Series B preferred stock has no voting rights except as provided by the
Delaware General Corporation Law and as set forth in the Company's charter. For
the quarter ended June 30, 2007, there were 643,000 shares of Series B preferred
stock issued and outstanding. As of June 30, 2007, accrued dividends for the
quarter then-ended were $160,310 and cumulative dividends were $299,693 on the
Series B preferred stock.

      Series C

      On September 7, 2006, the Company designated 400,000 shares of Series C
preferred stock, $0.01 par value. The Series C preferred stock is not entitled
to receive dividends, ranks senior to the common stock, and each share has a
$.01 per share liquidation preference. The terms of the Series C preferred stock
provided that such shares would automatically be converted on a one for ten
basis into ten shares of common stock of the Company at such time as the
Company's Certificate of Incorporation was amended to increase the number of
authorized shares of common stock, which occurred on December 18, 2006. On
January 10, 2007, the Series C preferred stock was converted into 4,000,000
unregistered restricted common shares. The Series C preferred stock has no
voting rights except as provided by the Delaware General Corporation Law. As of
June 30, 2007, no shares of Series C preferred stock were issued or outstanding.

      Series E

      The Series E preferred stock, $0.01 par value, is redeemable at the
Company's option and has the same voting rights as the common stock. The
redemption price shall equal the stated value plus unpaid dividends. The Series
E preferred stock shall have a preference in liquidation over the common stock
of the Company and later series of 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. As of June 30, 2007, there
were 680 shares of Series E preferred stock authorized, none of which were
issued and outstanding.

      Series F

      The Series F preferred stock, $0.01 par value, is voting stock and is
redeemable at the Company's option. The redemption price shall equal the stated
value plus unpaid dividends. The Series F preferred stock shall have a
preference in liquidation over the common stock of the Company and later series
of preferred stock but shall be subject to the preference in liquidation of the
Series C 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. As of June 30, 2007, there were 1,250 shares of
Series F preferred stock authorized, none of which were issued and outstanding.


                                      -11-
<PAGE>

      Series G

      The Series G preferred stock, $0.01 par value, is voting stock and is
redeemable at the Company's option. The redemption price shall equal the stated
value plus any unpaid dividends. The Series G preferred stock shall have a
preference in liquidation over the common stock of the Company and later series
of preferred stock but shall be subject to the preference in liquidation of the
Series C, 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. As of June 30, 2007, there were 2,000 shares
of Series G preferred stock authorized, none of which were issued and
outstanding.

      Series I

      The Series I preferred stock, $0.01 par value, is voting stock and is
redeemable at the Company's option. The redemption price shall equal the stated
value plus any unpaid dividends. The Series I preferred stock shall have a
preference in liquidation over the common stock of the Company and later series
of preferred stock but shall be subject to the preference in liquidation of the
Series C, 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. As of June 30, 2007, there were 550 shares of
Series I preferred stock authorized, none of which were issued and outstanding.

      Series L

      The Series L preferred stock, $0.01 par value, is voting stock and is
redeemable at the Company's option. The redemption price shall equal the stated
value 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, E, F, G, and I
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. As of June 30, 2007, there were 1,000 shares of Series L
preferred stock authorized, none of which were issued and outstanding.

      Preferred Stock Offerings

      Commencing April 25, 2006, the Company began an offering of Series A
preferred stock in the form of a Unit, with each Unit consisting of (i) 5,000
shares of Series A preferred stock, 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. On July 20, 2006, a supplement to the private
placement memorandum used in connection with the offering of such Units was
approved, which supplement re-priced the offering and modified the preferred
stock offered. All investors that had invested in the Series A private placement
were offered an opportunity to exchange their shares of Series A preferred stock
for shares of Series B preferred stock that were identical in all respects to
the Series A shares except for the conversion price, which was reduced to $.50
per share. In addition, the number of warrants issued per Unit was increased
from 50,000 to 100,000 warrants while the exercise price remained at $0.50 per
share. The number of warrants issued to the placement agent also increased from
1,000,000 to 2,000,000, exercisable at $.50 per share of common stock rather
than $1.00 per share (or such proportionately smaller number if less than the
maximum offering amount was raised).

      The Company completed the sale of an additional 13 Units amounting to
$725,000 in the first quarter of 2007 until the offering was closed to new
investment on February 28, 2007. The offering closed with a total of 134 Units
of the Series A and B preferred stock issued for aggregate gross proceeds of
$6,705,000 ($2,375,000 from the sale of 237,500 shares of Series A preferred
stock, and $4,330,000 from the sale of 433,000 shares of Series B preferred
stock). The placement agent in connection with such offering received warrants
to purchase, with a cashless exercise feature, 1,000,000 shares of common stock
of the Company, exercisable at $.50 per share, as well as (1) an aggregate of
$707,000 sales commissions, (2) $162,000 in non-accountable expenses, and (3)
1,200,000 shares of common stock. During the quarter ended June 30, 2007, Series
A holders exchanged $2,100,000 of investment for Series B shares. During the six
months ended June 30, 2007, Series A holders exchanged $3,350,000 of investment
for Series B shares.


                                      -12-
<PAGE>

      In May 2007, the Board of Directors of the Company approved an offer to
holders of the Series A and Series B preferred stock in settlement of claims
such holders may have had against the Company in connection with the Company's
bridge financing that closed in the second quarter of 2007. Specifically, for an
18 month period following completion of the preferred stock offering, the
Company was prohibited from offering securities (including derivative
securities) at less than $1.25 per share without the consent of the investor
representative appointed by the investors in the preferred stock offerings. The
Company provided participants in the 2007 bridge financing with warrants to
purchase shares of Common Stock at $.50 per share and did not obtain the
investor representative's approval.

      As consideration for the waiver of any breach and as consideration for the
termination of the $1.25 floor going forward, and with the approval of the
investor representative, the Board approved the issuance to holders of the
Series A Stock and Series B Stock of additional warrants to purchase 2 shares of
Common Stock for each $1.00 in principal held at $.50 per share for a term of
five years. Any such holder will receive the additional warrants upon such
holder's acceptance of the settlement offer and execution of a waiver of any
breach or claims. In the event the settlement offer is accepted by the holders
of at least 50% of the outstanding Series A Stock and Series B Stock, the
Company will no longer be prohibited from offering securities (including
derivative securities) at less than $1.25 per share, provided that any new
securities are offered at a price at or above $.50 per share. As of June 30,
2007, holders of 5,000 shares of Series A preferred stock and holders of 310,500
shares of Series B preferred stock had accepted the settlement offer.

(C)   Warrants Issued

      In May, 2007, the Company issued warrants to purchase 452,164 shares of
common stock to a director with an exercise price of $0.50 per share in exchange
for his agreement to extend the maturity date of his promissory note with the
Company. The Company recorded the fair market value of the warrants based on the
fair value of each warrant estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 2007: dividend yield of zero, expected volatility
of 242%, risk-free interest rate of 5.07%, and expected lives of five years. The
Company recorded $337,465 in additional interest expense for the quarter ended
June 30, 2007 in connection with these warrants.

      As discussed elsewhere herein, during the three months ended June 30,
2007, the Company issued warrants to purchase (a) 2,100,000 shares of common
stock in connection with the modification of the preferred stock Unit offering
and conversion of Series A to Series B preferred stock shares, and (b)
10,500,000 shares of common stock in connection with $2,625,000 raised in the
Bridge note offering. The Company also issued 3,600,000 warrants for shares of
common stock to the placement agent in the Bridge note offering.

      During the six months ended June 30, 2007, the Company issued warrants to
purchase (a) 1,450,000 shares of common stock in connection with $750,000 of new
subscriptions for preferred stock Units, (b) 3,350,000 shares of common stock in
connection with the modification of the preferred stock Unit offering and
conversion of Series A to Series B preferred stock shares, and (c) 12,000,000
shares of common stock in connection with $3,000,000 raised in its Bridge note
offering. The Company also issued 3,600,000 warrants for shares of common stock
to the placement agent in the Bridge note offering.

      Warrants outstanding at June 30, 2007 were as follows:

            Warrants
            --------------------------------
            Outstanding at beginning of year   10,919,043
            Granted                            20,852,164
            Exercised                                  --
                                               ----------
            Warrants at June 30, 2007          31,771,207
                                               ==========

NOTE 8. STOCK OPTION PLAN

      Effective January 1, 2006, the Company's 2005 and 2006 Plans (as defined
below) were accounted for in accordance with the recognition and measurement
provisions of SFAS No. 123 (revised), "Share-Based Payment", which replaces SFAS
No. 123, "Accounting for Stock-Based Compensation", and supersedes APB Opinion
No. 25, "Accounting for Stock Issued to Employees", and related interpretations.
SFAS No. 123(R) requires compensation costs related to share-based payment
transactions, including employee stock options, to be recognized in the
financial statements. In addition, the Company adheres to the guidance set forth
within SEC Staff Accounting Bulletin No. 107, which provides the Staff's views
regarding the interaction between SFAS No. 123(R) and certain SEC rules and
regulations and provides interpretations with respect to the valuation of
share-based payments for public companies.


                                      -13-
<PAGE>

      Prior to January 1, 2006, the Company accounted for similar transactions
in accordance with APB No. 25, which employed the intrinsic value method of
measuring compensation cost. Accordingly, compensation expense was not
recognized for fixed stock options if the exercise price of the option equaled
or exceeded the fair value of the underlying stock at the grant date.

      While SFAS No. 123 encouraged recognition of the fair value of all
stock-based awards on the date of grant as expense over the vesting period,
companies were permitted to continue to apply the intrinsic value-based method
of accounting prescribed by APB No. 25 and disclose certain pro-forma amounts as
if the fair value approach of SFAS No. 123 had been applied. In December 2002,
SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure, an amendment of FAS No. 123," was issued, which, in addition to
providing alternative methods of transition for a voluntary change to the fair
value method of accounting for stock-based employee compensation, required more
prominent pro-forma disclosures in both the annual and interim financial
statements. The Company complied with these disclosure requirements for all
applicable periods prior to January 1, 2006.

      In adopting SFAS No. 123(R), the Company applied the modified prospective
approach to transition. Under the modified prospective approach, the provisions
of SFAS No. 123(R) are to be applied to new awards and to awards modified,
repurchased, or cancelled after the required effective date. Additionally,
compensation cost for the portion of awards for which the requisite service has
not been rendered that are outstanding as of the required effective date are
recognized as the requisite service is rendered on or after the required
effective date. The compensation costs for that portion of awards are based on
the grant-date fair value of those awards as calculated for either recognition
or pro-forma disclosures under SFAS No. 123.

      As a result of the adoption of SFAS No. 123(R), the Company's results for
the three and six months ended June 30, 2007 include share-based compensation
expense totaling $1,533,467 and $2,261,408, respectively, which has been
included in salaries and compensation expense. No income tax benefit has been
recognized in the income statement for share-based compensation arrangements as
the Company has provided a 100% valuation allowance on its net deferred tax
asset.

      Stock option compensation expense in fiscal 2006 is the estimated fair
value of options granted amortized on a straight-line basis over the requisite
service period for the entire portion of the award.

      Accounting for Non-employee Awards

      The Company previously accounted for options granted to its non-employee
consultants using the fair value cost in accordance with SFAS No. 123. The
adoption of SFAS No. 123(R) as of January 1, 2006 has had no material impact on
the accounting for non-employee awards.

      The fair value of options at the date of grant is estimated using the
Black-Scholes option pricing model. The assumptions made in calculating the fair
values of options are as follows:

                               For the
                                six
                            months ended
                           June 30, 2007
                           -------------
Expected term (in years)         5
Expected volatility         240% to 242%
Expected dividend yield          0%
Risk-free interest rate    4.50% to 4.80%

      There were 1,800,000 and zero non-employee stock option awards granted in
the six months ended June 30, 2007 and 2006, respectively. There were 4,750,000
and 2,470,000 employee and director stock options granted in the six months
ended June 30, 2007 and 2006, respectively. None of the options granted during
the first six months of 2007 to employees or non-employees were granted under
the Company's employee stock option plans.

      Plan Information

      In August, 2006, the 2006 Employee Stock Incentive Plan was approved and
adopted by the Board of Directors, and subsequently amended in June 2007 (as
amended, the "2006 Plan"). The 2006 Plan became effective upon the approval of
the holders of a majority of the Company's common stock at the Company's annual
stockholders meeting held on August 1, 2007. Under the 2006 Plan, the Company
may grant stock options, stock appreciation rights or restricted stock to its
employees, officers and other key persons employed or retained by the Company
and any non-employee director, consultant, vendor or other individual having a
business relationship with the Company to purchase up to 10,000,000 shares of
common stock. Options are granted at various times and vest over various
periods. As of June 30, 2007, the Company had issued a total of 1,702,000
options pursuant to the 2006 Plan.


                                      -14-
<PAGE>

      Under the 2005 Management and Director Equity Incentive Stock Option Plan
(the "2005 Plan"), the Company may grant incentive and non-qualified stock
options to its employees, officers, directors, and consultants to purchase up to
2,000,000 shares of common stock. Under the 2005 Plan, the exercise price of
each option must equal or exceed the market price of the Company's stock on the
date of grant, and an option's maximum term is ten years. Options are granted at
various times and vest over various periods. As of June 30, 2007, the Company
had issued a total of 1,920,000 options pursuant to the 2005 Plan.

      A summary of the status of the Company's stock options as of June 30, 2007
and the changes during the period ended is presented below:

Weighted Average
Fixed Options                          Shares     Exercise Price
----------------------------------   ----------   --------------
Outstanding at beginning of year      7,722,000        $.58
Issued employees & directors          6,550,000         .71
Cancelled                                    --          --
                                     ----------        ----
Outstanding at June 30, 2007         14,272,000        $.64
                                     ==========        ====
Exercisable at June 30, 2007         10,650,954
                                     ==========
Weighted average exercise price of
  options granted to employees
  at June 30, 2007                   $      .62
                                     ==========

                              Weighted
                 Number       Average     Weighted      Number     Weighted
              Outstanding    Remaining     Average   Exercisable    Average
  Exercise      at June     Contractual   Exercise     at June     Exercise
   Price        30, 2007        Life        Price      30, 2007      Price
-----------   -----------   -----------   --------   -----------   --------
$.50-$.85      14,002,000       7.5         $0.62     10,380,954     $0.60
$1.59-$2.00       270,000       5.0         $1.73        270,000     $1.73

NOTE 9. 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 content
costs associated with these contracts are included in costs of revenues.

      Future minimum payments are approximately as follows:

Year Ended June 30,
-------------------
         2007         $ 59,498
         2008           89,395
                      --------
                      $148,893
                      ========

Employment Contracts

      In July 2005, InfoByPhone Inc. entered into an employment agreement with
Darryl Cohen 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 base salary to
$250,000 per year and provided for an automobile allowance of $6,840 per year.


                                      -15-
<PAGE>

      In May 2007, the Board of Directors of the Company determined that in the
event of a change of control as defined in Mr. Cohen's employment agreement,
which definition was revised to include the issuance of 25% or more of the
issued and outstanding shares of the Company to one or more persons acting
together as a group (with certain exceptions), all options, warrants and
restricted shares outstanding and not then vested held by Messrs. Cohen, Sordi
and Smith and Dennis Bergquist, financial consultant to the Company, would
accelerate and become fully vested. In addition, each of such four individuals
would be granted a non-qualified option or warrant granting the right to
purchase that number of shares equal to the number of shares subject to all of
each such individual's options and warrants outstanding as of May 17, 2007, such
change of controls options and warrants to be exercisable at the fair market
value of the Common Stock at the time of the change of control.

      On October 10, 2006, the Company entered into employment agreements with
eight executives, each for a term of one year at an annual average salary of
$74,450, with additional bonuses and fringe benefits as determined by the Board
of Directors.

      In May 2007, the Board of Directors amended the employment agreements of
two of these officers to provide for the issuance of (a) 700,000 options to the
Company's Director of Interactive Media, and (b) 700,000 options to the
Company's Director of Revenue and Content. In both cases, 500,000 options were
granted at $.80 per share and vested when the Company entered into an agreement
with the Wikipedia Foundation on May 25, 2007, and 200,000 of which were granted
on May 17, 2007, at $.75 per share, of which 50,000 vest in the sole discretion
of the CEO each time (up to four times) a material contract is executed between
the Company and a licensed third-party content provider, or an "Enterprise
Contract" (as defined in the employment agreement, as amended) is executed.

Financial Advisory Agreement

      In July 2006, the Company entered into a financial advisory agreement with
Arjent Ltd. for twenty-four months at a rate of $5,000 per month. Pursuant to an
underwriting agreement with its financial advisor, the Company is obligated to
an exclusive period of twenty-four months commencing on March 1, 2007 and ending
on February 28, 2009. Management believes that the financial advisor has not
performed in accordance with the agreement and has ceased to provide services to
the Company. Due to this breach of the agreement, management believes that the
Company has no further obligation or exclusivity with the financial advisor.

      In February 2007, the Company entered into a financial advisory agreement
for twelve months with Halpern Capital, Inc. In the event that Halpern Capital,
Inc. successfully completes a securities offering with at least $25 million in
gross proceeds, the Company has agreed to purchase additional financial services
for a minimum of twelve months at a rate of $20,000 per month. The Company may
cancel after six months for cause if the financial advisor fails to perform the
duties specified in the agreement.

Financial Consulting Agreement

      In January 2007, the Company entered into a financial consulting agreement
for twelve months at a rate of $14,600 per month.

Litigation

      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, a former consultant of
the Company, has filed a lawsuit in the United States District Court for the
Southern District of New York (06 CV 609) seeking specific performance of an
agreement which provided for "piggyback" registration rights and seeking to have
the Company include the 300,000 shares underlying the warrants in its then
pending registration statement on Form SB-2. Notwithstanding the fact that the
subject matter of the lawsuit is still in dispute, the Company has agreed to
register the shares. The Company has answered the complaint and denied the
claims. On July 16, 2007, the plaintiff filed an amended complaint. The amended
complaint alleged damages of not less than $525,000 which the Company believes
is without merit. The Company has until August 24, 2007 to move to have the
complaint dismissed.

      In December 2005, the Company 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, the Company's then-principal shareholder ("CDA"), and for CDA's
failure to advise the Company's stockholders of the sale of the company until
after the Reverse Merger. As of June 30, 2007, the Company has not accrued any
expense related to the claim and no further developments have occurred regarding
this claim.


                                      -16-
<PAGE>

      On May 5, 2006, a judgment by default in the amount of $604,391 was
entered in favor of IndyMacBank, F.S.B., in the Los Angeles Superior Court
against the Company (then known as Ocean West Holding Corporation), former
subsidiary Ocean West Enterprises, Inc. ("OWE"), CDA and Does 1 through 100,
inclusive. The underlying complaint brought by the federal bank alleged a
default by OWE under settlement agreements with the bank, which had purchased
certain loans from OWE. The complaint did not state a cause of action against
the Company. Pursuant to Section 13.3 of the Securities Exchange Agreement and
Plan of Reorganization dated as of April 14, 2005, the Company gave CDA notice
of a breach of the representations and warranties set forth in, among other
things, Section 5.5 of the Exchange Agreement. In addition, CDA assumed and
agreed to indemnify the Company from any and all liabilities as of May 23, 2005,
whether known or unknown, pursuant to the Assignment and Assumption of
Liabilities Agreement of the same date. Personal service upon the Company's
registered agent was claimed, but the Company was never served and sought to
remove the judgment. On August 8, 2007, the default judgment against the Company
was vacated in the Los Angeles Superior Court on the basis that the Company had
not been properly served.

      The Company has been advised by Pioneer Credit Recovery, Inc. that the
U.S. Department of Treasury has placed with Pioneer an account owed to it by the
Company's former subsidiary, OWE. The former principals of OWE did not disclose
that they and OWE 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 agency or instrumentality thereof, or any other party, the
Company will seek indemnification from the former principals of OWE, CDA, and
their respective affiliates under both the Exchange Agreement and an Assignment
and Assumption of Liabilities Agreement dated May 23, 2005 that the Company
entered into with the former principals in connection with the Reverse Merger.
As of June 30, 2007, the Company has not accrued any amount for this guarantee.

NOTE 10. SUBSEQUENT EVENTS

Bridge Loan Financing

      Beginning in August, 2007, the Company commenced a bridge loan offering on
a "best-efforts" no minimum basis, of up to $1 million principal amount of 12%
Junior Promissory Notes due and payable 180 days from the date of issuance
unless extended by the Company for up to an additional 90 days. The Company will
issue warrants with an exercise price of $0.50 to purchase two shares of common
stock for every $1.00 principal amount of notes issued. As of August 14, 2007,
the Company had not borrowed any funds related to the $1,000,000 offering.

Expert System S.p.A. Acquisition Letter of Intent

      On April 12, 2007, the Company announced that it had entered into a letter
of intent to acquire 100% of the capital stock of Expert System S.p.A. The
Company recently received notice on August 10, 2007 that the letter of intent to
acquire Expert System S.p.A. had expired, although management continues to
negotiate the acquisition and the raising of sufficient equity capital for the
transaction.

Annual Meeting of Stockholders

      The Company held its annual meeting of stockholders at its principal
executive offices in Irvine, California on August 1, 2007. At such meeting, the
holders of the Company's common stock (a) elected the three nominees to the
Board of Directors, (b) approved the Second Amended and Restated Certificate of
Incorporation of the Company that (i) increased the number of authorized shares
of common stock of the Company from 100,000,000 shares to 300,000,000 shares,
(ii) eliminated the Class B and Class D common stock of the Company and all
related provisions, (iii) eliminated the Series E, Series F, Series G, Series I
and Series L preferred stock of the Company and all related provisions, and (iv)
eliminated the voting provisions relating to the Company's existing Series A and
Series B preferred stock, and (c) approved the 2006 Employee Stock Incentive
Plan (as amended).

      At the meeting, the holders of the Company's Series A and B preferred
stock were entitled to vote on the election of directors and the elimination of
the voting rights of their respective series of preferred stock as set forth in
the Second Amended and Restated Certificate of Incorporation. Because a quorum
of neither the Series A nor Series B preferred stock existed at the meeting, no
voting occurred on such proposals. As a result, the three nominees to the Board
were not elected but shall remain in office until their successors are duly
elected and qualified. In addition, the Second Amended and Restated Certificate
of Incorporation was approved but without the elimination of the voting rights
of the Series A and Series B preferred stock.


                                      -17-
<PAGE>

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

Forward-Looking Statements

      Statements contained herein and elsewhere in this document that are not
historical or current facts may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. 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 expressed or
implied in any such forward-looking statements include: our ability to continue
to lower our costs, our timely development and customers' acceptance of our
products, 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 United States 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 and/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," "believes,"
"expects," "intends," "estimates," "anticipates," "plans" or similar expressions
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.

General

      AskMeNow, Inc. is a holding company and parent of InfoByPhone, Inc., a
Delaware corporation. InfoByPhone 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 is a mobile
information content service that enables users of any mobile device, with text
messaging/SMS or email capability, to email or text message questions to the
Company. An answer is then text messaged or emailed back to the consumer's
mobile device, usually within a matter of minutes. The Company has also
developed an automated enterprise solution in conjunction with Expert System
S.p.A., a developer of knowledge management tools. The automated enterprise
solution, enables users of a mobile device to text message enterprise customer
service-related questions and receive an answer through text. The Company plans
to launch the enterprise service in the next three to six months.

      The AskMeNow service is accessible virtually anytime and anywhere, through
virtually every current 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 information-based
questions, including questions regarding 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,
directory assistance, and random trivia (literature, history, science, etc.).
Once information is accessed from third party content providers, it is refined
to a format suitable for easy reading on the screen of a user's mobile device
and emailed or text messaged back to the user.

      The AskMeNow service was launched from beta in November 2005. The release
has been directed primarily to cell phone users in the United States and Canada.
We currently generate fees from user inquiries. In the future, we also expect to
generate revenues through monthly or quarterly service fees generated from
enterprise customers and revenues from advertisers utilizing our ad space to
promote products. We also plan to generate revenues through outsourcing our call
center services in the Philippines.

Reverse Merger

      Effective June 6, 2005, 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, the Company acquired
InfoByPhone in a reverse merger (the "Reverse Merger"). In connection with the
transaction, InfoByPhone became a wholly-owned subsidiary of the Company, as the
Company acquired all of the issued and outstanding shares of common stock of
InfoByPhone and issued an aggregate of 5,586,004 shares of authorized but
unissued shares of common stock, par value $0.01, of the Company that, together
with 500,000 shares issued to Vertical Capital Partners, Inc. (n/k/a Arjent
Ltd.) as a finder's fee, constituted approximately 56% of the then-outstanding
capital stock of the Company.

Critical Accounting Policies


                                      -18-
<PAGE>

      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 this 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 in conformity
with accounting principles generally accepted in the United States 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. Actual results could differ from those estimates.

      There have been no material changes in our critical accounting policies or
critical accounting estimates since December 31, 2006, nor have we adopted any
accounting policy that has or will have a material impact on our consolidated
financial statements. For further discussion of our accounting policies see Note
2 Summary of Significant Accounting Policies in the Notes to Condensed
Consolidated Financial Statements included in this Quarterly Report on Form
10-QSB for the quarter ended June 30, 2007, as well as our Annual Report on Form
10-KSB for the fiscal year ended December 31, 2006.

      Revenue Recognition

      The Company recognizes revenue for all submitted questions at the time of
the inquiry. For advertising space sold, the Company recognizes revenue over the
period the advertisement is displayed. The Company recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the sales
price is fixed or determinable, and collectability is probable.

      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.

      Foreign Currency Translation

      The functional currency of the Company is the United States dollar. The
financial statements of the Company's Philippines subsidiary are translated to
the U.S. 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. As of June 30, 2007, the translation adjustment was ($6,000).

      Recent Accounting Pronouncements

      In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements". The objective of SFAS 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair
value measurements. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.

      In February 2007, the Financial Accounting Standards Board (FASB) issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115". This statement
permits entities to choose to measure many financial instruments and certain
other items at fair value. Most of the provisions of SFAS No. 159 apply only to
entities that elect the fair value option. However, the amendment to SFAS No.
115 "Accounting for Certain Investments in Debt and Equity Securities" applies
to all entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.

Results of Operations


                                      -19-
<PAGE>

      The following discussion and analysis should be read in conjunction with
our unaudited consolidated financial statements presented in Part I, Item 1 of
this Quarterly Report and notes thereto and our audited consolidated financial
statements and notes thereto, as well as our Management's Discussion and
Analysis, contained in our Annual Report on Form 10-KSB for the year ended
December 31, 2006 as filed with the SEC.

Three Months Ended June 30, 2007 as compared to Three Months Ended June 30, 2006

Revenue

      Revenues for the three months ended June 30, 2007 were $4,403, a decrease
of $555, or 11%, over revenues of $4,958 for the three months ended June 30,
2006.

      The decrease in revenues was due to the Company transitioning its revenue
model to providing an automated enterprise solution as well as a consumer
product that will be advertising revenue supported. During the three month
period ended June 30, 2007, the Company continued to generate revenue from
various customers on a per use basis. In addition, the Company anticipates an
increase in sales in the United States as it develops its enterprise solution
customer base and expands its current marketing program within the next 12
months.

Costs and Operating Expenses

      Cost of Revenue

      Cost of revenue for the quarter ended June 30, 2007 amounted to $368,666,
a decrease of $307,912, or 46%, over cost of revenue of $676,578 for the quarter
ended June 30, 2006. The decrease relates primarily to a decrease in payroll
costs and other associated call center costs as the Company focuses its
marketing and development efforts on its automated enterprise solution and
consumer product mobile service offerings. The Company expects to continue to
incur significant costs as it continues to expand its services offering. The
Company's costs of revenue are from its call center in the Philippines, fixed
amounts paid to third-party content providers and its database content
integration with Expert System S.p.A.

      Research and Development

      For the quarter ended June 30, 2007, our research and development
expenditures were $24,231, a decrease of $30,177, or 55%, over expenses of
$54,408 for the quarter ended June 30, 2006. The decrease was the result of a
reduction in R&D payroll costs incurred by the Company. Our research and
development costs primarily relate to product development as the Company adds
new features and upgrades to its mobile services technology. The Company expects
to incur additional research and development expenses as it enhances its
services and features.

      General and Administrative

      General and administrative expenses for the quarter ended June 30, 2007
amounted to $381,474, a decrease of $96,372, or 20%, over general and
administrative expenses of $477,846 for the quarter ended June 30, 2006. The
decrease is primarily the result of a decrease in investor relations costs
during the quarter as management worked to reduce the Company's overhead costs.
The Company's primary general and administrative costs are for travel,
consulting fees, insurance premiums, facilities and office expenses, public
and/or investor relations services, marketing-related costs, and
amortization/depreciation charges.

      Professional Fees

      Professional fees for the three months ended June 30, 2007 were $405,549,
an increase of $93,999, or 30%, over professional fees of $311,550 for the three
month period ended June 30, 2006. The increase is the result of an overall
increase in financings, SEC filings, and agreements negotiated during the three
months ended June 30, 2007. Professional fees consist of legal and accounting
fees associated with the Company's SEC reporting obligations and attorney fees
associated with various contracts, litigation and agreements prepared on behalf
of the Company.

      Salaries and Compensation

      Salaries and compensation expense for the three months ended June 30, 2007
increased by $192,002 to $2,232,198, or 9%, over expenses of $2,040,196 for the
same period ended June 30, 2006. This increase is primarily related to the
compensation expense recorded pursuant to SFAS No. 123(R) for employee stock
option awards and other officer and director compensation.

Other Income/Expense


                                      -20-
<PAGE>

      Interest Expense

      Interest expense during the quarter was $4,426,303, an increase of
$4,284,555 over interest expense of $141,748 for the same period ended June 30,
2006. The increase was comprised of $2,310,279 in debt discounts amortized
during the period relating to the warrants given to the debt holders as part of
the Company's bridge promissory note offering, $1,705,164 in amortization of
debt offering costs relating to warrants given to the selling agent of the
Company's bridge offering, and $265,593 in additional financing costs incurred
in securing the extension of the maturity date of a related party's promissory
note.

Net Loss

      The net loss for the three-month period ended June 30, 2007 before
preferred dividends totaled $7,834,018, compared with $3,697,368 for the same
period in 2006, an increase of $4,136,650 or 112%. The increase resulted
primarily from the non-cash increase in interest expense related to the debt
discounts on the bridge promissory note offering, amortization of debt offering
costs and an increase of salary compensation recorded pursuant to SFAS No.
123(R). In addition, cumulative dividends on the outstanding Series A and Series
B convertible preferred stock totaled $167,166 for the three months ended June
30, 2007 compared with zero for the same period in 2006. The combined net loss
applicable to common shareholders for the three months ended June 30, 2007 was
$8,001,184, or $0.24 per share, on 33,299,887 weighted average common shares
outstanding. This compared with the net loss applicable to common shareholders
for the three-month period ended June 30, 2006 of $3,697,368, or $0.14 per
share, on 26,400,040 weighted average common shares outstanding.

Six Months Ended June 30, 2007 as compared to Six Months Ended June 30, 2006

Revenue

      Revenues for the six months ended June 30, 2007 were $10,208, an increase
of $1,179, or 13%, over revenues of $9,029 for the six months ended June 30,
2006.

      The increase in revenues was due to the overall increase in customer use
of the Company's per use AskMeNow service. The Company is transitioning its
revenue model to providing an automated enterprise solution as well as a
consumer product that will be advertising revenue supported. During the six
month period ended June 30, 2007, the Company continued to generate revenue from
various customers on a per use basis. In addition, the Company anticipates an
increase in sales in the United States as it develops its enterprise solution
customer base and expands its current marketing program within the next 12
months.

Costs and Operating Expenses

         Cost of Revenue

         Cost of revenue for the six months ended June 30, 2007 amounted to
$673,064, a decrease of $222,996, or 25%, over cost of revenue of $896,060 for
the six months ended June 30, 2006. The decrease relates primarily to a
reduction in payroll costs and other associated call center costs as the Company
focuses its marketing and development efforts on its automated enterprise
solution and consumer product mobile service offerings. The Company expects to
continue to incur significant costs as it continues to expand its services
offering. Most of the costs are derived from its call center in the Philippines,
fixed amounts paid to third-party content providers and its database content
integration with Expert System S.p.A.

      Research and Development

      For the six months ended June 30, 2007, our research and development
expenditures were $48,462, a decrease of $74,375, or 61%, over expenses of
$122,837 for the six months ended June 30, 2006. The decrease was the result of
a reduction in R&D payroll costs incurred by the Company. Our research and
development costs primarily relate to product development as the Company adds
new features and upgrades to its mobile services technology. The Company expects
to incur additional research and development expenses as it enhances its
services and features.

         General and Administrative

         General and administrative expenses for the six months ended June 30,
2007 amounted to $902,779, a decrease of $319,286, or 26%, over general and
administrative expenses of $1,222,065 for the six months ended June 30, 2006.
The decrease was primarily the result of decreases in consulting fees of
$170,000 and investor relations costs of $133,000 during the quarter as
management worked to reduce the Company's overhead costs. The Company's primary
general and administrative costs are for travel, consulting fees, insurance
premiums, facilities and office expenses, public and/or investor relations
services, marketing-related costs, and amortization/depreciation charges.


                                      -21-
<PAGE>

      Professional Fees

      Professional fees for the six months ended June 30, 2007 were $1,042,798,
an increase of $253,081, or 32%, over professional fees of $789,717 for the six
month period ended June 30, 2006. The increase is the result of an overall
increase in financings, SEC filings, and agreements negotiated during the three
months ended June 30, 2007. Professional fees consist of legal and accounting
fees associated with the Company's SEC reporting obligations and attorney fees
associated with various contracts and agreements prepared on behalf of the
Company.

      Salaries and Compensation

         Salaries and compensation expense for the six months ended June 30,
2007 increased by $762,674 to $3,274,594, or 30%, over expenses of $2,511,920
for the same period ended June 30, 2006. This increase is primarily related to
the compensation expense recorded pursuant to SFAS No. 123(R) for employee stock
option awards and other officer and director compensation.

Other Income/Expense

      Interest Expense

      Interest expense during the six months ended June 30, 2007 was $4,511,239,
an increase of $4,250,916 over interest expense of $260,323 for the same period
ended June 30, 2006. The increase was comprised of $2,310,279 in debt discounts
amortized during the period relating to the warrants given to the debt holders
as part of the Company's bridge promissory note offering, $1,705,164 in
amortization of debt offering costs relating to warrants given to the selling
agent of the Company's bridge offering, and $265,593 in additional financing
costs incurred in securing the extension of the maturity date of a related
party's promissory note.

Net Loss

      The net loss for the six-month period ended June 30, 2007 before preferred
dividends totaled $10,442,728, compared with $5,793,893 for the same period in
2006, an increase of $4,648,835 or 80%. The increase resulted primarily from the
non-cash increase in interest expense related to the debt discounts on the
bridge promissory note offering, amortization of debt offering costs and an
increase in salary compensation recorded pursuant to SFAS No. 123(R). In
addition, cumulative dividends on the outstanding Series A and Series B
convertible preferred stock totaled $330,084 for the six months ended June 30,
2007 compared with zero for the same period in 2006. The combined net loss
applicable to common shareholders for the six months ended June 30, 2007 was
$10,772,812, or $0.35 per share, on 31,005,545 weighted average common shares
outstanding. This compared with the net loss applicable to common shareholders
for the three-month period ended June 30, 2006 of $5,793,893, or $0.22 per
share, on 26,182,330 weighted average common shares outstanding.

Liquidity and Capital Resources

      Product development, the national rollout of our service, initial sales,
financial advisors, expansion of service offerings, call center operational
staffing in the Philippines, and administrative and executive personnel are and
will continue to be the principal basis for our cash requirements. We have
provided operating funds for the business since its inception through private
offerings of debt and equity to U.S. accredited and foreign investors. We will
be required to make additional offerings in the future to support the operations
of the business until our products and services reach profitability and are
fully introduced into the market. We used $2,841,726 and $2,788,216 for the six
months ended June 30, 2007 and 2006, respectively, in operating activities.

      We were able to raise $3,626,000 in net proceeds from the sale of
convertible preferred stock and bridge notes payable during the six months ended
June 30, 2007, compared to $4,579,305 from the sale of convertible preferred
stock and notes payable for the same period in 2006. The proceeds of the
preferred stock and bridge note offerings were used to continue product
development, introduce the product into the market, and pay current operational
expenses. At June 30, 2007, the Company had $833,470 cash on hand compared to
$61,279 as of December 31, 2006. This cash position results from the securing of
additional bridge financing and a continuing effort to pay the Company's
operating expenses and best manage available cash.

      Our operations have been, and will continue to be, dependent upon
management's ability to raise operating capital in the form of equity and debt.
We have incurred significant operating losses since inception of the business.
We expect that on-going operating expenditures will be necessary to successfully
implement our business plan and develop, manufacture and market our products and
services. Specifically, 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, and
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. Our revenues are not sufficient to fund our operations for the next
twelve months 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. There can be no assurance that we
will be able to obtain additional capital to meet our current operating needs or
to complete licenses of technologies. If we are unable to raise sufficient
adequate additional capital or generate profitable sales revenues, we may be
forced to substantially curtail product development and other activities, and
may be forced to cease operations. These factors as well as our net loss in 2007
to date of $10,772,812 and net cash used in operations in 2007 of $2,841,726
raise substantial doubt about our ability to continue as a going concern.


                                      -22-
<PAGE>

Off-Balance Sheet Arrangements

      The Company does not have any off-balance sheet arrangements.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

      The Company's chief executive officer, who is also the Company's chief
financial officer, has reviewed and evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, the "Exchange
Act") as of the end of the period covered by this report. Based on that review
and evaluation, our chief executive officer has concluded that our current
disclosure controls and procedures, as designed and implemented, are not
completely effective to ensure that such officer is provided with information
related to the Company required to be disclosed in the reports filed or
submitted by the Company under the Exchange Act and that such information is
recorded, processed, summarized and reported within the time periods specified.
During the first six months ended June 30, 2007, the Company continued to
implement changes to its accounts receivable and accounts payable systems and is
working to establish consistent procedures.

Changes in Internal Control over Financial Reporting

      During the quarter to which this report relates, there was continued
improvement of internal controls in the timing and recording of payment for
accounts payable amounts. This change in financial reporting has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting in future periods.

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 have been no material changes to any legal proceedings against the
Company previously reported except as discussed in Note 9 above.

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

Unregistered Sales of Equity Securities

         Common Stock

      In June, 2007, the Company issued 5,000 shares of unregistered restricted
common stock to a vendor for the purchase of a website domain name. The Company
determined a value for the shares of $4,000 based on the fair market value of
the stock at the time of the purchase. The Company recorded the entire amount as
an asset on the balance sheet at June 30, 2007.

      Warrants

      In May, 2007, the Company issued warrants to purchase 452,164 shares of
common stock to a director with an exercise price of $0.50 per share in exchange
for his agreement to extend the maturity date of his promissory note with the
Company. The Company recorded the fair market value of the warrants based on the
fair value of each warrant estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants in 2007: dividend yield of zero, expected volatility
of 242%, risk-free interest rate of 5.07%, and expected lives of five years. The
Company recorded $337,465 in additional interest expense for the quarter ended
June 30, 2007 in connection with these warrants.


                                      -23-
<PAGE>

      During the six months ended June 30, 2007, the Company also issued the
following warrants related to the raising of debt and equity capital:

<TABLE>
<S>                                                                            <C>
Warrants issued with new issuances of preferred stock Units                     1,450,000
Warrants issued in conversion of Series A to Series B preferred stock           3,350,000
Warrants issued with Bridge notes payable                                      12,000,000
Warrants issued to placement agent in Bridge financing                          3,600,000
                                                                               ----------
      Total                                                                    20,400,000
</TABLE>

      See Notes 5,6,7 and 8 to the financial statements included herein for more
information regarding these warrant issuances.

      Warrants issued by the Company during the quarter expire three, five or
ten years from the date of issuance and are generally exercisable immediately
upon issuance. The exercise price and number of shares issuable upon exercise of
such warrants are subject to anti-dilution protection in the event the Company
effects a subdivision or combination of its common stock or declares or pays a
dividend or distribution in common stock; the warrants also provide for
adjustments in the event the Company declares or pays a dividend or other
distribution in other securities or property of the Company or is a party to a
reorganization, reclassification, merger or similar event and the warrant holder
may exercise the warrant, without cash payment of the exercise price.

      The Company issues securities in reliance on the safe harbor and
exemptions from registration provided under Rule 506 of Regulation D and/or
Section 4(2) of the Securities Act of 1933, as amended. No advertising or
general solicitation was employed in offering the securities. The offerings and
sales or issuances were made to a limited number of persons, all of which were
accredited or foreign investors, and transfer was restricted by the Company in
accordance with the requirements of applicable law. In addition to
representations by the above-referenced persons, the Company has made
independent determinations that all of the investors were accredited or
sophisticated investors, that they were capable of analyzing the merits and
risks of their investment, and that they understood the speculative nature of
their investment. Furthermore, these investors were provided with access to the
Company's SEC filings.

Company Repurchases of Securities

      During the three months ended June 30, 2007, neither the Company nor any
affiliated purchaser of the Company purchased equity securities of the Company.

Item 3. Defaults Upon Senior Securities.

      The Company had been in default under the $105,000 promissory note of
Darryl Cohen, its CEO. This default was cured by the Company during the second
quarter by its payment in full of the outstanding principal balance and accrued
unpaid interest thereon on May 15, 2007.

      The Company was also in default under the $100,000 promissory note of
Sandro Sordi, a director. This default was cured by the Company during the
second quarter by its execution of an agreement with Mr. Sordi on May 17, 2007
to extend the maturity date of his note until the Company completed its next
round of equity financing. As consideration for his agreement to extend the
maturity of the note, the Company issued to Mr. Sordi immediately exercisable
warrants to purchase 452,164 shares of common stock at $.50 per share with a
term of five years.

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

      The Company held its annual meeting of stockholders at its principal
executive offices in Irvine, California on August 1, 2007. The holders of the
common stock of the Company voted on the proposals set forth at such meeting as
follows:

      (1) To elect three directors to serve on the Board of Directors until the
next annual meeting of stockholders and until their successors are elected and
qualified.


                                      -24-
<PAGE>

                    Number of Shares
                  ----------------------
                               Withhold
Name of Nominee   For          Authority
---------------   ----------   ---------
Darryl Cohen      24,336,871    645,251
Alan Smith        24,336,871    645,251
Sandro Sordi      24,270,121    712,001

      (2) To approve and adopt the Second Amended and Restated Certificate of
Incorporation that (a) increases the number of authorized shares of common
stock, $.01 par value, of the Company from 100,000,000 shares to 300,000,000
shares, (b) eliminates the Class B and Class D common stock of the Company and
all related provisions, (c) eliminates the Series E, Series F, Series G, Series
I and Series L preferred stock of the Company and all related provisions, and
(d) eliminates the voting provisions relating to the Company's existing Series A
and Series B preferred stock.

                                                                Number of Shares
                                                                ----------------
For                                                                19,647,018
Against                                                               594,514
Abstain                                                                12,900
Broker Non-Votes                                                    4,727,690

      (3) To approve the 2006 Employee Stock incentive Plan (as amended).

                                                                Number of Shares
                                                                ----------------
For                                                               19,554,068
Against                                                              655,764
Abstain                                                               44,600
Broker Non-Votes                                                   4,727,690

      At the meeting, the holders of the Company's Series A and B preferred
stock were entitled to vote on the election of directors and the elimination of
the voting rights of their respective series of preferred stock as set forth in
the Second Amended and Restated Certificate of Incorporation. Because a quorum
of each of the Series A and Series B preferred stock did not exist at the
meeting, no voting occurred on such proposals. As a result, the three nominees
to the Board were not elected but shall remain in office until their successors
are duly elected and qualified. In addition, the Second Amended and Restated
Certificate of Incorporation was approved but without the elimination of the
voting rights of the Series A and Series B preferred stock.

Item 5. Other Information

      None.

Item 6. Exhibits

      See Exhibit Index



                                      -25-
<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: August 14, 2007                  AskMeNow, Inc.


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


                                      -26-

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                         Description
-------                        -----------
10.1      Agreement, made May 25, 2007 by and between Wikimedia Foundation, Inc.
          and the Company.

10.2      Form of Note for Bridge II 12% junior promissory note

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.


                                      -27-