<PAGE>

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

                                   FORM 10-QSB


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

                For the quarterly period ended December 31, 2002

                        Commission File Number 333-86484


                         Ocean West Holding Corporation
        (Exact name of small business issuer as specified in its charter)

             Delaware                                          71-0876952
      (State of incorporation)                               (IRS Employer
                                                         Identification Number)

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


                         15991 Redhill Avenue, Suite 110
                            Tustin, California 92780
                    (Address of principal executive offices)

                                 (714) 247-4220
                           (Issuer's telephone number)


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


     The number of shares outstanding of each of the registrant's classes of
common stock on January 15, 2003 was 5,585,104 Common Shares, 210,096 Class B
Common Shares and 0 Class D Common Shares.

     Transitional Small Business Disclosure Format:        Yes [_]     No [X]


                            Exhibit Index at page 16.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item 1.     Financial Statements.


<TABLE>
<CAPTION>
                                                                                 Page
<S>                                                                              <C>
Consolidated Balance Sheet -- As of December 31, 2002
       and September 30, 2002                                                      3

Consolidated Statements of Operations -- For the Three Months Ended
       December 31, 2002 and 2001                                                  5

Consolidated Statements of Cash Flows -- For the Three Months Ended
       December 31, 2002 and 2001                                                  6

Notes to Consolidated Financial Statements                                         7
</TABLE>

                                        2

<PAGE>

                         Ocean West Holding Corporation
                                 and Subsidiary

                           Consolidated Balance Sheet



                                     ASSETS


                                                            December 31,
                                                               2002
                                                         ----------------
                                                             (unaudited)
Current assets:
    Cash and cash equivalents                            $      132,565
    Restricted cash                                             141,116
    Receivable from loans sold                               28,406,329
    Mortgage loans held for sale                                727,654
    Due from related party                                       57,605
    Prepaid and other current assets                            487,830
                                                         --------------
       Total current assets                                  29,953,099
                                                         --------------

Property and equipment, net                                     354,357
                                                         --------------

Other Assets:
    Originated mortgage servicing rights                         35,766
    Property held for sale                                       65,144
    Deposits                                                     22,548
                                                         --------------
       Total other assets                                       123,458
                                                         --------------
                                                         $   30,430,914
                                                         ==============


See accompanying notes to consolidated financial statements


                                       3

<PAGE>

                         Ocean West Holding Corporation
                                 and Subsidiary

                     Consolidated Balance Sheet (continued)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                             2002
                                                                                     --------------------
                                                                                         (unaudited)
<S>                                                                                  <C>
Current liabilities:
    Accounts payable and accrued expenses                                               $       1,396,276
    Client trust payable                                                                          141,116
    Current maturities of long-term debt                                                          102,775
    Current maturities of capital lease obligations                                                70,299
    Warehouse lines of credit                                                                  27,858,960
                                                                                     --------------------

       Total current liabilities                                                               29,569,426

Long-term liabilities:
    Long term debt, less current maturities                                                       118,967
    Accrued expenses                                                                               37,500
    Amount due to related party                                                                    15,000
    Notes payable - stockholders                                                                  283,147
                                                                                     --------------------

       Total liabilities                                                                       30,024,040
                                                                                     --------------------

Stockholders' equity:
    Preferred Stock, $0.01 par value; 10,000,000 shares authorized
       Series C, 1,000 shares issued and outstanding                                              100,000
       Series E, 680 shares issued and outstanding                                                170,000
       Series F, 1,050 shares issued and outstanding                                              105,000
       Series G, 2,000 shares issued and outstanding                                              200,000
       Series I, 125 shares issued and outstanding                                                 12,500
       Series L, 1,000 shares issued and outstanding                                            1,000,000
       Series M, 5,000 shares authorized, 500 issued and outstanding                                    5
    Class B common stock; $0.01 par value, 5,000,000 shares
       authorized, 210,096 shares issued and outstanding                                            2,101
    Class D common stock, $0.01 par value, 600,000 shares
       authorized, none issued and outstanding                                                         --
    Common stock, $0.01 par value; 30,000,000 shares
       authorized; 5,585,104 shares issued and outstanding                                         55,851
    Additional paid-in capital                                                                  2,041,949
    Accumulated deficit                                                                        (3,280,532)
                                                                                     --------------------
       Total stockholders' equity                                                                 406,874
                                                                                     --------------------
                                                                                        $      30,430,914
                                                                                     ====================
</TABLE>

See accompanying notes to consolidated financial statements


                                       4

<PAGE>

                         Ocean West Holding Corporation
                                 and Subsidiary

                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                        Three Months Ended       Three Months Ended
                                                                         December 31, 2002        December 31, 2001
                                                                       --------------------     --------------------
                                                                                        (unaudited)
<S>                                                                    <C>                      <C>
Revenues:
   Revenue from origination and sale of
     mortgage loans, net                                               $          3,291,908     $          2,836,182
                                                                       --------------------     --------------------

Operating expenses:
   Interest expense                                                                  17,008                    6,525
   Other general and administrative expenses                                      1,433,383                1,171,345
   Salaries and wages                                                             1,332,436                1,465,468
   Payroll taxes                                                                    178,565                  182,820
                                                                       --------------------     --------------------
     Total operating expenses                                                     2,961,392                2,826,158
                                                                       --------------------     --------------------

Income from operations                                                              330,516                   10,024
                                                                       --------------------     --------------------
Other income:
   Interest and other                                                                 6,742                   42,025
                                                                       --------------------     --------------------
     Total other income                                                               6,742                   42,025
                                                                       --------------------     --------------------
Income before provision for income taxes                                            337,258                   52,049

Provision for income taxes                                                              250                       --
                                                                       --------------------     --------------------
Net income                                                                          337,008                   52,049

Dividends on preferred shares                                                       (60,444)                 (54,738)
                                                                       --------------------     --------------------

Net income (loss) applicable to common stockholders                    $            276,564     $             (2,689)
                                                                       ====================     ====================

Net income (loss) available to common stockholders
 per common share - basic and dilutive                                 $               0.05     $              (0.00)
                                                                       ====================     ====================

Weighted average common shares outstanding -
     basic and diluted                                                            5,795,200                4,792,252
                                                                       ====================     ====================
</TABLE>

See accompanying notes to consolidated financial statements

                                        5

<PAGE>

                         Ocean West Holding Corporation
                                 and Subsidiary

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                    Three Months            Three Months
                                                                       Ended                   Ended
                                                                 December 31, 2002       December 31, 2001
                                                                 -----------------       -----------------
                                                                                (unaudited)
<S>                                                              <C>                     <C>
Cash flows used for operating activities:
 Net income                                                      $    337,008              $     52,049
Adjustments to reconcile net income
 to net cash used for operating activities:
  Depreciation and amortization                                        48,254                    35,013
Changes in operating assets and liabilities:
 (Increase) decrease in assets:
   Restricted cash                                                    (24,639)                  132,815
   Receivable from loans sold                                      (9,087,125)              (16,355,716)
   Mortgage loans held for sale                                       889,158                  (122,930)
   Other current assets                                               (43,729)                   35,332
Decrease in liabilities:
   Accounts payable and accrued expenses                             (181,912)                 (346,130)
                                                                 ------------              ------------
   Net cash used for operating activities                          (8,062,985)              (16,569,567)
                                                                 ------------              ------------

Cash flows used for investing activities:
 Purchases of property and equipment                                  (28,925)                  (14,600)
 Issuance of notes receivable                                          (8,000)                       --
                                                                 ------------              ------------
   Net cash used for investing activities                             (36,925)                  (14,600)
                                                                 ------------              ------------

Cash flows provided by financing activities:
 Net borrowings under warehouse lines of credit                     7,842,114                16,120,767
 Issuance of long-term debt                                                --                   163,800
 Redemption of common stock                                                --                   (10,000)
 Principal repayments on long-term debt                               (28,540)                       --
 Payments on capital lease obligations                                (24,262)                  (21,594)
 Payments on notes payable, stockholders                             (184,255)                       --
 Proceeds from sale of preferred stock                                500,000                        --
 Preferred stock dividends                                            (60,444)                  (54,738)
                                                                 ------------              ------------
   Net cash provided by financing activities                        8,044,613                16,198,235
                                                                 ------------              ------------
Net decrease in cash and cash equivalents                             (55,297)                 (385,932)
Cash and cash equivalents, beginning of period                        187,862                   640,868
                                                                 ------------              ------------
Cash and cash equivalents, end of period                         $    132,565              $    254,936
                                                                 ============              ============

Supplemental disclosure of cash flow information -
 Interest paid                                                   $    229,498              $    282,151
                                                                 ============              ============
 Income taxes paid                                               $         --              $         --
                                                                 ============              ============
</TABLE>

See accompanying notes to consolidated financial statements

                                        6

<PAGE>

                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001
                                   (unaudited)

(1)  Basis of Presentation:

     The accompanying unaudited interim condensed consolidated financial
     statements of Ocean West Holding Corporation, and it's subsidiary Ocean
     West Enterprises, Inc. dba Ocean West Funding (collectively the "Company"),
     reflect all adjustments which, in the opinion of management, are necessary
     for a fair presentation of the results of the interim periods presented.
     All such adjustments are of a normal recurring nature. See annual report on
     Form 10-KSB regarding going concern uncertainties.

(2)  Nature of Business:

     Ocean West Holding Corporation ("Ocean West") was organized in the State of
     Delaware on August 15, 2000 as a holding company with negligible assets and
     liabilities. During March 2002, Ocean West acquired all of the issued and
     outstanding shares of preferred and common stock of Ocean West Enterprises,
     Inc. dba Ocean West Funding ("Ocean West Enterprises") in an exchange of
     shares. Since the shareholders of Ocean West Enterprises are the
     controlling shareholders of Ocean West after the exchange, Ocean West
     Enterprises treated the transaction as an acquisition, and the historical
     financial statements reflect the operations of Ocean West Enterprises,
     including the historical capital accounts for which there were no par value
     on common stock.

     Ocean West Enterprises, a California C corporation, was incorporated in
     November 1988 for the purpose of engaging in mortgage banking activities.
     It is involved in the process of originating, packaging and funding of HUD
     and other government-insured loans and non-government-insured loans in the
     United States.

(3)  Principles of Consolidation:

     The consolidated financial statements include the accounts of Ocean West
     and its wholly owned subsidiary, Ocean West Enterprises. All significant
     inter-company accounts and transactions have been eliminated.

(4)  Interim Period:

     These financial statements have been prepared by the Company, without
     audit, pursuant to the rules and regulations of the Securities and Exchange
     Commission. Certain information and footnote disclosures normally included
     in financial statements prepared in accordance with accounting principles
     generally accepted in the United States of America have been omitted.
     Operating results for the three months ended December 31, 2002 are not
     necessarily indicative of the results that may be expected for the full
     year ending September 30, 2003.

                                        7

<PAGE>

     The unaudited interim condensed consolidated financial statements should be
     read in conjunction with the Company's audited financial statements and
     notes thereto for the past fiscal year ended September 30, 2002, included
     in the Company's Annual Report on Form 10-KSB.

     Earnings per share has been calculated based upon the weighted average
     number of common shares outstanding during both reporting periods. Common
     stock equivalents, consisting of warrants for the purchase of 3,000,000
     Common Shares at $1.25 per share, which is greater than market price, as of
     December 31, 2002, have been excluded from diluted earnings per share
     because their effect would be antidilutive.

(5)  Fiscal Year:

     The Company has changed its fiscal year end from March 31 to September 30,
     making September 30, 2003 the end of the Company's next fiscal year.

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

     General

          Ocean West is a holding company, which holds all of the issued and
     outstanding stock of Ocean West Enterprises. Ocean West Enterprises is a
     wholesale and retail mortgage banking company primarily engaged in the
     business of originating and selling loans secured by real property with one
     to four units. The Company offers a wide range of products aimed primarily
     at high quality, low risk borrowers. However, the Company has recently
     expanded into the higher risk sub-prime market to assist in efforts to
     diversify its lending practices. Our income mainly consists of gains from
     sales of mortgage loans on the secondary market and to private investors.
     We also generate revenues through fees such as brokerage fees, underwriting
     fees, processing fees and document drawing fees, in connection with the
     funding or brokering of a loan. For the most part, we fund loans through
     credit facilities. The amount drawn from a line of credit for a particular
     loan is repaid when that loan is sold to an investor.

          We face strong competition in originating, purchasing and selling
     mortgage loans and related mortgage servicing rights. Our competition is
     principally from savings and loans associations, other mortgage companies,
     commercial banks and, to a lesser degree, credit unions and insurance
     companies, depending upon the type of mortgage loan product offered. In
     addition to offering a wide array of competitive products, we compete with
     these entities by striving to provide helpful and timely service to
     mortgage brokers and borrowers alike. Many of these institutions have
     greater financial resources than we do and maintain a significant number of
     branch offices in the areas in which we conduct operations. Increased
     competition for mortgage loans from other lenders may result in a decrease
     in the volume of mortgage loans that we are able to originate and purchase.
     If we are unable to compete effectively, our operations and financial
     condition could be materially and adversely affected.

          Ocean West changed its year-end subsequent to March 31, 2002 from
     March 31 to September 30 effective in 2002. The reasons for the change were
     a reduction in auditing costs as fewer companies use a September 30
     year-end and to aid in HUD reporting.

                                        8

<PAGE>

     Results of Operations

          The uncertainty that potentially has the single largest effect on the
     results of operations of Ocean West Enterprises is interest rate trends.
     Trends in interest rates are not only important to the refinance business,
     but are also very important in the purchase market as well. As interest
     rates rise, more individuals are eliminated as potential borrowers. The
     reason for this is simple - as interest rates get higher, so do the
     mortgage payments. Higher payments mean fewer people have the ability to
     qualify for loans. Historically, a rising interest rate market is more
     difficult for mortgage bankers like us to deal with than for banks. The
     reason for this is that banks tend to have an advantage in an adjustable
     rate market, because banks have the ability to hold loans and, therefore,
     can be more creative in designing adjustable rate loans to fit the
     borrower's needs. Mortgage bankers are limited to loan products that can be
     sold in the secondary market or securitized. These programs have become
     more competitive in recent years, but banks still retain a competitive
     advantage.

          Inflation has an impact on us because it typically has an impact on
     interest rates. As the threat of inflation becomes more of a concern,
     interest rates tend to rise. This result is based upon the perception that
     the Federal Reserve will revise short-term interest rates to keep inflation
     in check. This concern ultimately affects mortgage rates.

          During the last five fiscal years, we have had operating losses and in
     the year prior to those, had a significant decrease in operating income.
     Management attributes the decrease in income and increase in loss to the
     following:

          .    Broker fraud resulting in loss on two loans of approximately
               $250,000 which was recognized in fiscal year 1998
          .    Decrease in loan volume resulting from the adoption of stricter
               pre-funding quality control measures
          .    Costs of operating the telemarketing division which was shut down

     To counter the reduction in loan volume, we lowered some of our prices and
     volume levels increased. More favorable pricing was then reestablished and
     for the most part loan volumes are holding up; there was a decrease in loan
     volume for the third quarter of fiscal year 2002 which management believes
     was due to the slow down in the economy resulting from the events of
     September 11, 2001.

          Our revenues are currently derived approximately two-thirds from sale
     of loans and one-third from fees generated in connection with such sales.
     Revenues generated from the sale of a loan vary based on loan type and
     size. Premiums paid can range from 1/8% to 5% of the loan amount.
     Conventional conforming loans have lowest profit margins while FHA,
     alternative A and sub-prime loans have higher premiums. Sub-prime loans
     typically have the largest margins. Fees received also vary depending on
     loan type and origination source and generally range from $495 to $995 per
     loan.

                                       9

<PAGE>

     For example, typically FHA refinances generate $495 in fees and
     conventional conforming loans generate $995 in fees.

     Three Months Ended December 21, 2002 Compared to Three Months Ended
     December 31, 2001

          During the quarter ended December 31, 2002, Ocean West Enterprises
     made 1,222 loans with an aggregate dollar value of approximately $206
     million compared to 1,286 loans with an aggregate dollar value of
     approximately $201 million in the quarter ended December 31, 2001. The
     average loan size for the quarter ended December 31, 2002 was approximately
     $168,600. This was an increase from $156,300 in the quarter ended December
     2001. Most of the loans originated were in principal amounts between
     $100,000 and $180,000.

          Net revenues from origination and/or sale of loans increased to $3.292
     million for the quarter ended December 31, 2002 from $2.836 million for the
     quarter ended December 31, 2001. The increase in revenues can be attributed
     to an increase in loan volume from the growth of the Company's branch
     system and favorable market conditions.

          Total operating expenses increased by $135,000 to $2.961 million for
     the quarter ended December 31, 2002 from $2.826 million for the quarter
     ended December 31, 2001. Salary, wages and payroll taxes were $1.511
     million for the quarter ended December 31, 2002 compared to $1.648 million
     for the December 31, 2001. This decrease of $137,000 was due to cost
     cutting measures put into place in April and May of 2002 as well as
     improved technologies. General and administrative expenses were primarily
     made up of rent, advertising services, fees for professional services,
     insurance and office expenses. These expense increased $262,038 to $1.433
     million for the quarter ended December 31, 2002 from $1.171 million for the
     same period in 2001. Rent, insurance and related office expenses increased
     as more branch officers were added as we continued to move from primarily
     originating loans through independent brokers to originating loans
     primarily though our employees. Other interest expense decreased by $35,283
     to $6,742 for the December 31, 2002 quarter from $42,025 for the same
     period of 2001.

          Ocean West had a net income of $337,008 for the quarter ended December
     31, 2002 compared to $52,049 for the same quarter of 2001. The significant
     increase for the December 31, 2002 quarter was due to the increase in loan
     production.

     Liquidity and Capital Resources

          Liquidity is the ability of a company to generate funds to support
     asset growth, satisfy disbursement needs, maintain reserve requirements and
     otherwise operate on an ongoing basis. If our loan volume increases too
     rapidly, the increase could have a severe impact on liquidity. The
     warehouse facilities limit the amount that may be advanced on each loan
     funded. Therefore, we must use our cash to fund the additional dollars
     needed to close escrow. Thus, it is crucial that we monitor loan volume
     closely.

                                       10

<PAGE>

          Ocean West funds operations through a combination of borrowings and
     issuance of stock. Our primary need for operating capital is to fund
     mortgage loans upon closing prior to their eventual delivery to purchasers
     in the secondary market. Loans that are closed using the Company's own
     credit facilities are funded through short term borrowing on the warehouse
     lines of credit. Ocean West pays interest on funds advanced under the
     warehouse line of credit at a pre-negotiated rate. The rate at which the
     Company borrows is variable in nature and typically averages between 4.5%
     and 5.5%. We typically fund these loans through our warehouse lines of
     credit. The average time between funding a mortgage and the receipt of the
     proceeds from the sale of the mortgage was approximately fifteen days
     during fiscal 2002 and continued as such during the quarter ending December
     31, 2002. We currently have three warehouse facilities, First Collateral,
     WarehouseOne, and Provident Consumer Financial Services.

          Currently, we fund loans primarily through a line of credit with First
     Collateral Services. The line of credit expires on April 30, 2003. The
     limit on the line of credit is $15,000,000, but is being reduced to
     $5,000,000 by April 30, 2003. First Collateral had in the past allowed us
     to exceed that limit on a regular basis, but is no longer allowing it. Our
     inability to maintain an adequate net worth has kept us in violation of our
     covenants and restrictions in our agreement with First Collateral. In the
     past, the lender has waived the covenants and restrictions and allowed us
     to continue using the warehouse line. As of January 2, 2003, First
     Collateral is no longer allowing the violations to continue and will no
     longer allow us to fund loans at previous levels. It does not appear that
     First Collateral will renew the line at that time. If the line is not
     renewed, the remaining loans will be sold into the secondary market and the
     line will be closed.

          Our ability to finance and purchase mortgage loans depends on our
     ability to secure warehousing lines with acceptable terms. We are working
     to replace the First Collateral financing source by increasing our fundings
     with Warehouse One and we have recently been approved by Provident Consumer
     Financial Services for an additional source of warehousing credit. Both
     lines have a credit limit of $5,000,000. We are currently in negotiations
     with both lenders to increase these limits. The cost of using these lines
     is significantly higher than First Collateral. The interest rates charged
     on these lines are approximately 1% higher than the rate First Collateral
     charges. In addition, the fees associated with the WarehouseOne and
     Provident lines are $50 to $100 more per transaction than First Collateral.
     The loss of First Collateral as our primary warehouse lender will
     immediately increase our cost of funds and may have a material adverse
     impact on results of operations. To the extent we are not successful in
     using these alternate warehousing sources, we may have to curtail our
     mortgage loan origination activities, which would also have a material
     adverse effect on our operations and financial condition.

          Ocean West Enterprises is an approved FHA mortgagee. A significant
     portion of our loan volume is FHA loans. The percentage of FHA loans funded
     in the period ended December 31, 2002 was 16% based on dollar volume,
     compared to 20% for the same period ended December 31, 2001. If we were to
     lose its FHA authority it could have a significant impact on our ability to
     survive. We are currently not in compliance with HUD's minimum required net
     worth. Management has submitted a Capital Restoration Plan with its
     required audit to HUD and believes that the plan will be accepted.
     Management believes the Company is likely to be in compliance with the
     HUD's required net worth by March 31, 2003.

                                       11

<PAGE>

     At the present time, our liquidity resources are minimal. We have not
consistently met the HUD net worth requirements. HUD has not rescinded our
certifications. If HUD rescinded our certification, we would have a significant
impact on our business. At this time, management believes that we are able to
fund current production levels, provided that we are able to maintain production
levels sufficient to produce profits. Currently, we believe a loan volume level
of at least $25,000,000 per month is necessary to do that. In the quarter ending
December 31, 2002 the average was $35,271,000. These numbers reflect only
fundings through the warehouse lines of credit and do not include the loans we
brokered to other companies.

     In the future, we hope to be able to increase capital and liquidity so that
we can increase loan production. Management believes that, in the long-term, a
development of a market in our stock should aid in increasing capital.
Management intends to retain earnings for the foreseeable future to help
increase liquidity and anticipates that the share price will be high enough so
that some of the warrants are exercised. Future offerings are possible, although
management does not currently have any specific offering plans.

     In the short term, management's goal is to maintain current production
levels with no significant increases or decreases until our liquidity increases.
Management believes that the increase in net income will aid liquidity.

     Net cash used for operating activities for the three months ended December
31, 2002 was $8,062,985 as opposed to $16,569,567 for the three months ended
December 31, 2001. The primary sources of this reduction in cash used was a
decrease in the amount of mortgage loans held for sale and receivables from
loans sold over the December 31, 2001 period. As investors purchase loans, the
amounts advanced for such loans through the warehouse line of credit are paid.
At that time, the receivables are cleared and the cash deposited in our
operating account. These accounts vary significantly depending upon where the
bulk of the loans are in the process of funding and selling.

     Net cash used for investing activities was $36,925 during the three months
ended December 31, 2002 and was attributable to the issuance of notes
receivable and purchase property and equipment. Net cash used by investing
activities for the three months ended December 31, 2001 was $14,600 which was
attributable to purchases of property and equipment.

     Net cash provided by financing activities for the three months ended
December 31, 2002, was $8,044,613. This consisted primarily of borrowings under
the warehouse lines of credit of $7,842,114. Proceeds from sale of preferred
stock were $500,000. Payments of $184,255 on notes payable to stockholders,
$28,540 on long-term debt and $24,262 on capital lease obligations as well as
dividends paid of $60,444 offset cash provided by financial activities. Net cash
provided by financing activities for the three months ended December 31, 2001
was $16,198,235. This consisted primarily of borrowings of $16,120,767 under our
warehouse lines of credit. Net proceeds from issuance of long-term debt amounted
to $163,800. These were offset by payments of $21,594 on capital leases.
Redemption of stock of $10,000 and dividend payments of $54,738 also offset
total cash provided by financing activities for the period.

                                       12

<PAGE>

     As of September 30, 2002, Ocean West Enterprises had net operating loss
carryforward for Federal income tax purposes of approximately $2,057,000 and,
for state reporting purposes, of approximately $1,200,000, available to reduce
future taxable income, portions of which expire on various dates through 2020.

Other Factors Relating to Forward-Looking Statements

     Statements contained in this Form 10-QSB that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. In addition, words such as
"believes," "anticipates," "expects" and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements or events, or timing of events, to
differ materially from any future results, performance or achievements or
events, or timing of events, expressed or implied by such forward-looking
statements. We cannot assure that we will be able to anticipate or respond
timely to the changes that could adversely affect our operating results in one
or more fiscal quarters. Results of operations in any past period should not be
considered indicative of results to be expected in future periods. Fluctuations
in operating results may result in fluctuations in the price of our securities.

     In the event Ocean West needs additional financing, there can be no
assurance that any such financing will be available on acceptable terms. If such
financing is not available on satisfactory terms, Ocean West may be unable to
expand or continue its business as desired and operating results may be
adversely affected. Debt financing will increase expenses and must be repaid
regardless of operating results. Equity financing could result in dilution to
existing stockholders.

     Some of the more prominent known risks and uncertainties of Ocean West's
business are set forth below. However, this section does not discuss all
possible risks and uncertainties to which Ocean West is subject, nor can it be
assumed that there are not other risks and uncertainties which may be more
significant.

     .    the Company's continuing losses;

     .    the Company's failure to continuously meet HUD minimum net worth
          requirements;

     .    the Company's dependence on the warehouse line of credit which is
          being reduced and failure to comply with restrictive covenants
          relating to the line of credit;

     .    the Company's need for additional funding sources so that its ability
          to originate and fund loans is not impaired; and

     .    the Company's ability to compete with banks and other mortgage lenders
          that are significantly larger.

                                       13

<PAGE>

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     Within the ninety days prior to the date of this report, the Company's
Chief Executive Officer and the Chief Financial Officer carried out an
evaluation of the effectiveness of the design and operations of the Company's
disclosure controls and procedures. The Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed by
the Company in its periodic SEC filings is recorded, processed and reported
within the time periods specified in the SEC's rules and forms. Based upon that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting him to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.

Changes in Internal Controls

     There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     Ocean West v. California Mortgage Loan, David R. Nickal & Sanjesh Prasaid
Sharma: On November 22, 2002, Ocean West Enterprises filed a complaint against
California Mortgage Loan in the Los Angeles Superior Court, Central District for
breach of contract, common count, negligent misrepresentation and intentional
misrepresentation. In compliance with the broker agreement executed by
California Mortgage Loan and Ocean West Enterprises dated May 11, 1999, the
Company withheld the commission payment on five loans due to previous mortgage
loans that were either early payment default or misrepresented material facts.
Ocean West Enterprises counter-claimed for the repurchase demand of fourteen
loans due to the early payment default or misrepresented material facts. Through
arbitration, the complaint of California Mortgage Loan v. Ocean West was
settled. Ocean West utilized the withheld commissions to offset the established
deficiency on two loans. The cross-complaint of Ocean West v. California
Mortgage Loan was settled pending that California Mortgage Loan cooperate and
repurchase certain loans from Ocean West Enterprises. California Mortgage Loan
failed to comply with the arbitrated settlement agreement. As such, the Company
was forced to reopen its cross-complaint. The defendants' responses to the
reopened case were due in January 2003. A case management conference is
scheduled for April 14, 2003.

     Wells Fargo Home Mortgage v. Ocean West: On March 7, 2001, Wells Fargo Home
Mortgage filed a complaint against Ocean West Enterprises in the Orange County
Superior Court, Central Justice Center, Santa Ana, California for breach of
contract. Wells Fargo Home Mortgage alleged Ocean West Enterprises caused
defaults on mortgage loans that were sold to Wells Fargo Home Mortgage in the
secondary mortgage loan market. The action was settled on May 1, 2002.

                                       14

<PAGE>

Ocean West agreed to pay Wells Fargo $180,000 over two years. On December 31,
2002, the remaining balance was $127,500. Payments of $7,500 are due monthly
with the remaining payment of $15,000 due April 1, 2004.

     Pratt v. Ocean West: David R. Pratt and Paula J. Pratt (collectively
referred to as "Pratt") filed a complaint against Ocean West Enterprises on
March 19, 2002 in the Fulton County Superior Court, Georgia for Specific
Performances of a loan. Pratt did not disclose a second lien holder against
their real property when Pratt attempted to refinance their mortgage loan. When
Ocean West discovered the second lien holder and attempted to require the second
lien holder to subordinate its lien to a new first mortgage, the second lien
holder declined due to the insufficient property value. Pratt refused to obtain
an appraisal report because they did not want to incur additional fees and costs
and used an appraisal report which was at least two years old to entice Ocean
West Enterprises to refinance the property. In addition, Pratt was delinquent on
payments due under a VA loan and Ocean West Enterprises was unable to refinance.
The action was settled in November 2002. Ocean West paid $3,000.

     Camarena v. Ocean West: Angelina Camarena filed an administrative complaint
against Ocean West Enterprises on January 7, 2002 with the Department of Fair
Employment and Housing Commission for wrongful termination. No specific claim
for damages has been made yet. Camarena alleged that John Allgyer, former branch
manager, terminated her employment due to the fact that she was pregnant. Ocean
West Enterprises contends that Camarena caused massive disruption at the branch
and was unprofessional toward the branch clients and its associates. Her actions
caused her to be terminated after many unsuccessful oral reprimands. The
administrative complaint was dismissed in December 2002.

Item 2. Changes in Securities.

     Ocean West registered 5,247,676 Common Shares and 3,000,000 Common Stock
Purchase Warrants on a registration statement (file number 333-86484) which
became effective on August 12, 2002. On August 12, 2002 all of the warrants and
300,000 of the shares were sold to the underwriter, Monogenesis Corporation,
most of which were distributed by Monogenesis to its shareholders as described
in the registration statement. Ocean West received $13,104 for such shares and
warrants which it used as working capital. Each warrant may be exercised by
holders to purchase one Common Share at a price of $1.25 per share through June
12, 2003. No warrants have been exercised. The remaining shares registered
represent the 3,000,000 Common Shares underlying the warrants and 1,965,776
shares held by security holders. There are not any net offering proceeds to
Ocean West at this time and will not be any unless a significant amount of the
warrants are exercised.

     The selling security holders are expected to offer their shares for sale
from time to time (but not through Monogenesis). The offering price for the sale
of selling shareholder shares until the shares were quoted on the OTC Bulletin
Board was $1.70 per share. Ocean West does not know the amount, if any, of
shares sold by selling shareholders.

                                       15

<PAGE>

Item 3.   Defaults Upon Senior Securities.

     Ocean West's primary line of credit with First Collateral Services will
expire on April 30, 2003, at which time the lender is not expected to renew the
line. Prior to April 30, 2003, the lender has indicated that it will reduce the
lending limit on the line from $15,000,000 to $5,000,000. Ocean West is in
violation of the financial covenants and restrictions as it has not been able to
maintain sufficient net worth and is therefore in default, although the lender
is expected to continue to lend to Ocean West under the more restrictive terms
described above through April 2003. If the lender chooses to terminate the line
and immediately demand repayment, the interest rate on any unpaid amounts would
be increased by 4% and Ocean West would be required to pay any expenses of
collection incurred by the First Collateral. First Collateral also could execute
on the mortgage loans which are the collateral for the warehouse lines. Ocean
West would be responsible for the difference between any amounts received by the
warehouse bank upon the sale of the collateral loans and amounts sold under the
line. Typically, all of the fundings under the line are short-term and the lines
would most likely be substantially repaid upon the sale of the mortgages in due
course without incurring large amounts of additional interest.

Item 6.   Exhibits and Reports on Form 8-K.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                    Exhibit        Page
                                                                 Table Number     Number
                                                                 ------------     ------
-------------------------------------------------------------------------------------------
<S>                                                              <C>              <C>
I.   Articles of Incorporation and Bylaws                              3
-------------------------------------------------------------------------------------------
     (i)   Certificate of Incorporation of Ocean West Holding
           Corporation                                                              +
-------------------------------------------------------------------------------------------
     (ii)  Bylaws of Ocean West Holding Corporation                                 +
-------------------------------------------------------------------------------------------
II.  Instruments Defining the Rights of Security Holders               4
-------------------------------------------------------------------------------------------
     (i)   Common Stock Purchase Warrant Agreement Between
           Ocean West Holding Corporation and Registrar and
           Transfer Company                                                         x
-------------------------------------------------------------------------------------------
III. Additional Exhibits                                              99
-------------------------------------------------------------------------------------------
     (i)   Certifications - Chief Executive Officer, Marshall
           L. Stewart                                                               18
-------------------------------------------------------------------------------------------
     (ii)  Certifications - Chief Financial Officer, Daryl S.
           Meddings                                                                 19
-------------------------------------------------------------------------------------------
     (iii) Certification - (S) 906 - Chief Executive Officer,
           Marshall L. Stewart                                                      20
-------------------------------------------------------------------------------------------
     (iv)  Certification - (S) 906 - Chief Financial Officer,
           Daryl S. Meddings                                                        21
-------------------------------------------------------------------------------------------
</TABLE>

+    Previously filed as an exhibit to the Registration Statement of Ocean West
     Holding Corporation (File No. 333-95927) filed on February 1, 2000.

x    Previously filed as an exhibit to the Registration Statement of Ocean West
     Holding Corporation (File No. 333-86484).

(b)  There were no reports on Form 8-K filed during the quarter ended December
     31, 2002.

                                       16

<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.

                               Ocean West Holding Corporation



                               By:   /s/ Marshall L. Stewart
                                     -------------------------------------------
                                     Marshall L. Stewart, President and
                                     Chief Executive Officer

                                     Date: February 11, 2003



                               By:   /s/ Daryl S. Meddings
                                     -------------------------------------------
                                     Daryl S. Meddings, Executive Vice President
                                     and Chief Financial Officer

                                     Date: February 11, 2003

                                       17