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

                                  FORM 10-QSB/A

                                 Amendment No. 1

(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, 2006

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

      FOR THE TRANSITION PERIOD FROM _________ TO __________

                        Commission file number: 000-44971

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

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

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes: |_| No: |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: There were a total of 26,804,512
shares of the registrant's common stock, par value $.01 per share, outstanding
as of August 9, 2006 and no other classes of common stock.

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

<PAGE>

                         Ocean West Holding Corporation
                                and Subsidiaries

                         Quarterly Report on Form 10-QSB/A
                           Period Ended June 30, 2006

                                Table of Contents

                                                                            Page
                                                                            ----
PART I . FINANCIAL INFORMATION

Item 1.  Financial Statements:
  Consolidated Balance Sheet as of June 30, 2006 (Unaudited).............3
  Consolidated Statements of Operations for the Three Months and Six
    Months Ended June 30, 2006 and 2005 (Unaudited)......................4
  Consolidated Statements of Cash Flows for the Six Months Ended
    June 30, 2006 and 2005 (Unaudited)...................................5
  Notes to Consolidated Financial Statements (Unaudited).................6-17
Item 2.  Management's Discussion and Analysis or Plan of Operation.......18
Item 3.  Controls and Procedures.........................................24

PART II . OTHER INFORMATION

Item 1.  Legal Proceedings...............................................25
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.....25
Item 3.  Defaults Upon Senior Securities.................................26
Item 4.  Submission of Matters to a Vote of Security Holders.............26
Item 5.  Other Information...............................................26
Item 6.  Exhibits .......................................................26

SIGNATURES...............................................................28
EXHIBIT INDEX............................................................29


                                       -2-

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheet
                                  June 30, 2006
                                   (Unaudited)

<TABLE>
<S>                                                                                      <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                                                   $     90,868
  Accounts receivable                                                                           6,615
  Prepaid expenses and other current assets                                                    51,263
                                                                                         ------------
    Total Currents Assets                                                                     148,746

PROPERTY AND EQUIPMENT, NET
                                                                                              215,316
OTHER ASSETS
  Restricted cash                                                                           1,850,000
  Deposits                                                                                     33,802
                                                                                         ------------

  TOTAL ASSETS                                                                           $  2,247,864
                                                                                         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Account payable                                                                        $    747,838
  Accrued expenses                                                                             42,486
  Notes payable, net of discount of $1,520                                                    178,785
  Notes payable - related party                                                               185,000
                                                                                         ------------
    Total Current Liabilities                                                               1,154,109

COMMITMENTS AND CONTINGENCIES                                                                      --

STOCKHOLDERS' EQUITY

Preferred stock  $0.01 par value, authorized 6,979,145, none issued and otstanding                 --
Preferred stock Series A $0.01 par value, authorized 1,500,000 shares
  10% stated value, $10 face value, 490,000 shares issued and outstanding                   4,900,000
Preferred stock Series B $0.01 par value, authorized 1,500,000 shares
  10% stated value, $10 face value, 0 shares issued and outstanding                                --
Preferred stock Series C 1,000 shares authorized none issued and outstanding                       --
Preferred stock Series E 680 shares authorized none issued and outstanding                         --
Preferred stock Series F 1,050 shares authorized none issued and outstanding                       --
Preferred stock Series G 2,000 shares authorized none issued and outstanding                       --
Preferred stock Series I 125 shares authorized none issued and outstanding                         --
Preferred stock Series L 1,000 shares authorized none issued and outstanding                       --
Preferred stock Series M 5,000 shares authorized none issued and outstanding                       --
Preferred stock Series N 10,000 shares authorized none issued and outstanding                      --
Class B common stock $0.01 par value, 5,000 000 authorized none issued and outstanding             --
Class D common stock $0.01 par value, 600 000 authorized none issued and outstanding               --
Common stock $0.01 par value, authorized 30,000,000 shares                                         --
26,779,512 shares issued and outstanding                                                      267,796
Additional paid-in capital                                                                 11,340,373
Subscription receivable                                                                        (4,900)
Foreign currency translation                                                                   (1,056)
Accumulated deficit                                                                       (15,408,458)
                                                                                         ------------
    Total Stockholders' Equity                                                              1,093,755
                                                                                         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $  2,247,864
                                                                                         ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       -3-

<PAGE>

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

<TABLE>
<CAPTION>
                                                For The Three Months Ended June 30,    For The Six Months Ended June 30,
                                                ------------------------------------   ----------------------------------
                                                         2006            2005                  2006             2005
                                                    --------------   -----------          --------------    -----------
<S>                                                 <C>              <C>                  <C>               <C>
REVENUE                                             $        4,958   $     3,586          $        9,029    $     6,318
                                                    --------------   -----------          --------------    -----------
COSTS AND OPERATING EXPENSES
  Research and development                                  54,408        40,956                 122,837         41,856
  Cost of revenue                                          676,578       175,265                 896,060        221,264
  General and administrative expenses                      414,846        26,282               1,159,065         59,827
  Professional fees                                        311,550       108,894                 554,244        142,015
  Payroll expense                                          322,634        38,204                 516,255        159,900
  Stock compensation                                     1,847,442       932,364               2,361,018        988,614
                                                    --------------   -----------          --------------    -----------
    Total Operating Expenses                             3,627,458     1,321,965               5,609,479      1,613,476
                                                    --------------   -----------          --------------    -----------
NET LOSS FROM OPERATIONS                                (3,622,500)   (1,318,379)             (5,600,450)    (1,607,158)
                                                    --------------   -----------          --------------    -----------
OTHER EXPENSES
  Interest                                                  74,878         3,989                 193,443          4,296
                                                    --------------   -----------          --------------    -----------
  Loss from continuing operations
    before income taxes                                 (3,697,378)   (1,322,368)             (5,793,893)    (1,611,454)
  Provision for income taxes                                    --            --                      --             --
                                                    --------------   -----------          --------------    -----------
  Loss from continuing operations                       (3,697,378)   (1,322,368)             (5,793,873)    (1,611,454)

  DISCONTINUED OPERATIONS, Net of taxes
  Loss from discontinued operations                             --       292,351                      --        292,351
  Impairment of goodwill                                        --     6,338,357                      --      6,338,357
                                                    --------------   -----------          --------------    -----------
NET INCOME (LOSS) FROM DISCOUNTINUED
  OPERATIONS, Net of taxes                                      --    (6,630,708)                     --     (6,630,708)
                                                    --------------   -----------          --------------    -----------
NET LOSS                                            $   (3,697,378)  $(7,953,076)         $   (5,793,893)   $(8,242,162)
                                                    ==============   ===========          ==============    ===========
Net loss per common share - basic and diluted
  Loss from continued operations                    $        (0.14)  $     (0.15)         $        (0.22)   $     (0.27)
  Income (Loss) from discontinued operations                    --         (0.76)                     --          (1.11)
                                                    --------------   -----------          --------------   ------------
                                                    $        (0.14)  $     (0.91)         $        (0.22)   $     (1.38)
                                                    ==============   ===========          ==============    ===========
Weighted average number of common shares
  outstanding - basic and diluted                       26,400,040     8,736,548              26,182,330      5,951,317
                                                    ==============   ===========          ==============    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       -4-

<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              For The Six Months Ended June 30,
                                                              ----------------------------------
                                                                       2006          2005
                                                                   -----------   -----------
<S>                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss from continuing operations                          $(5,793,893)  $(1,611,454)
      Net loss from discontinued operations                                 --    (6,630,708)
                                                                   -----------   -----------
      Net Loss                                                      (5,793,893)    8,242,162
      Adjustments to reconcile net loss to net cash provided
        by (used in) operating activities
        Depreciation                                                    37,346         2,662
      Amortization of deferred compensation                            506,473            --
        Amortization of note payable discount                           66,880
        Stock options issued for services                            1,787,665       988,614
        Warrants issued for financing fees                             108,622            --
      Changes in operating assets and liabilities
        Increase in accounts receivable                                 (6,615)           --
        Increase in deposits                                                98         1,350
        Decrease / (Increase) in prepaid expenses                       (3,671)      167,468
        Increase in accounts payable                                   550,470            --
        Increase in accrued expenses                                   (41,591)       36,186
        Increase / (Decrease) in deferred revenue                           --        (4,275)
        Discontinued Operations, net                                        --     7,687,892
                                                                   -----------   -----------
            Net Cash Provided by (Used In) Operating
              Activities                                            (2,788,216)      637,735
                                                                   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Restricted Cash                                             (1,850,000)           --
        Purchase of equipment                                           (7,185)           --
        Discontinued Operations, net                                        --       719,990
                                                                   -----------   -----------
            Net Cash Provided by (Used In) Investing
              Activities                                            (1,857,185)      719,990
                                                                   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Cash overdraft                                                        --        (2,437)
      Proceeds from note payable                                       111,905       323,500
      Proceeds from note payable - related party                       185,000       100,000
      Proceeds from issuance of stock                                4,282,400            --
      Discontinued Operations, net                                          --    (1,777,174)
                                                                   -----------   -----------
            Net Cash Provided By (Used in) Financing
              Activities                                             4,579,305    (1,356,111)
                                                                   -----------   -----------
EXCHANGE RATE LOSS                                                      (2,658)           --
                                                                   -----------   -----------
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS                 (68,754)        1,614

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         159,622            --
                                                                   -----------   -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                           $    90,868         1,614
                                                                   ===========   ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

      Interest paid                                                $    65,000   $        --
                                                                   ===========   ===========
      Income taxes                                                 $        --   $        --
                                                                   ===========   ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       -5-

<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF June 30, 2006
                                   (UNAUDITED)

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION

      (A) Basis of Presentation

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

      (B) Organization

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

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

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (A) Principles of Consolidation

      The condensed consolidated financial statements for the three and six
      months ended June 30, 2006 include the accounts of Ocean West Holding
      Corporation and its wholly-owned subsidiaries, InfoByPhone, Inc.,
      AskMeNow, Inc, and InfoByPhone, LLC. The condensed consolidated financial
      statements for the three and six months ended June 30, 2005 include the
      accounts of InfoByPhone, Inc., and its wholly-owned subsidiaries
      InfoByPhone, LLC and Ocean West Enterprises, Inc. From June 6, 2005
      (merger date) the operations of Ocean West Enterprises, Inc are recorded
      as discontinued operations. Intercompany accounts and transactions have
      been eliminated in consolidation.

      (B) Revenue Recognition

      For the three and six months ended June 30, 2005, revenue was recognized
      over the service period. The Company billed for its services one year in
      advance. All prepaid annual service revenue was deferred and recognized
      over the service period. During 2006, the Company changed its billing
      method. For all submitted questions, the Company recognizes revenue at the
      time of the inquiry. For advertising space sold, the Company recognizes
      revenue over the period the advertisement is displayed.

      (C) Cash and Cash Equivalents

      The Company considers all highly liquid temporary cash investments with an
      original maturity of three months or less to be cash equivalents. As of
      June 30, 2006, there were no cash equilavents.

      (D) Restricted Cash

      Restricted cash as of June 30, 2006 of $1,850,000 is held in escrow under
      conditions imposed by the placement agent that have not been satisfied as
      of June 30, 2006. In August, 2006 $800,000 was released from escrow to the
      Company. The remaining $1,050,000 will be released upon acceptance by the
      placement agent of the lock up agreements required under the placement
      agent agreement (See note 12).


                                       -6-

<PAGE>

      (E) Fair Value of Financial Instruments

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

      (F) Concentrations of Risk

      During 2005, the Company's formed a subsidiary in the Philippines. As of
      June 30, 2006, 13% of the Company's assets are located in the Philippines.

      (G) Concentration of Credit Risk

      The Company at times has cash in banks in excess of FDIC insurance limits.
      At June 30, 2006 the Company had no amounts in excess of FDIC insurance
      limits. At June 30, 2006, the Company had total cash of $42,084 in banks
      located in the Philippines.

      During the three and six months ended June 30, 2006, one customer
      accounted for 49% and 59% respectively of the Company's sales. For the
      three and six months ended June 30, 2005 one customer accounted for 100%
      and 100%, respectively of the Company's sales.

      (H) 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.

      (I) Property and Equipment

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

      (J) Advertising Costs

      Advertising costs are expensed as incurred. Total advertising costs
      charged to operations for the three and six months ended June 30, 2006 and
      2005 were, $89,921 $188,266 and $0,$2,700, respectively.

      (K) Income Taxes

      The Company accounts for income taxes under the Statement of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
      109"). Under Statement 109, deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or settled. Under Statement 109, the effect on
      deferred tax assets and liabilities of a change in tax rates is recognized
      in income in the period that includes the enactment date.

      (K) Other Comprehensive Income

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

      (L) Foreign Currency Translation

      The functional currency of the Company is the United States Dollar. The
      financial statements of the Company's Philippines subsidiary translated to
      the United States dollars using the period exchange rates as to assets and
      liabilities and average exchange rates as to revenues and expenses.
      Capital accounts are translated at their historical exchange rates when
      the capital transaction occurred. Net gains and losses resulting from
      foreign exchange translations are included in the statements of operations
      as other comprehensive income (loss). As of June 30, 2006, the translation
      adjustment was not material.


                                       -7-

<PAGE>

      (M) Loss Per Share

      The Company has adopted SFAS 128, "Earnings per Share." Loss per common
      share is computed by dividing loss available to common shareholders by the
      weighted average number of common shares outstanding during the period.
      Stock warrants were not included in the computation of loss per share for
      the periods presented because their inclusion is anti-dilutive. The total
      potential dilutive warrants, stock options outstanding and convertible
      preferred stock at June 30, 2006 and 2005, were 16,334,043 and 1,304,123,
      respectively.

      (N) Business Segments

      The Company operates in one segment, mobile devices.

      (O) Stock Based Compensation

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

      (P) Research and Development

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

      (Q) Recent Accounting Pronouncements

      SFAS 155, Accounting for Certain Hybrid Financial Instruments and SFAS
      156, Accounting for Servicing of Financial Assets were recently issued.
      SFAS 155 and 156 have no current applicability to the Company and have no
      effect on the financial statements.

NOTE 3 PROPERTY AND EQUIPMENT

      At June 30, 2006 property and equipment consisted of the following:

Computer equipment              $150,803
Office furniture                  83,463
Leasehold improvements            33,503
Less accumulated depreciation    (52,453)
                                --------
                                $215,316
                                ========


                                       -8-

<PAGE>

      Depreciation expense for three and six months ended June 30, 2006 and 2005
were $18,799, $37,346, $1,123, and $2,662, respectively.

NOTE 4 PROMISSORY NOTE

Notes payable   $180,305
Discount          (1,520)
                --------
Balance         $178,785
                ========

            On January 17, 2006, an unrelated third party loaned the Company
$250,000. The loan is evidenced by a 10% subordinated promissory note due 60
days from the date of issuance. An aggregate of 25,000 warrants were issued to
the lenders plus 12,500 warrants to the selling agent for the bridge loan. The
warrants are all exercisable at $2.00 per share through January 31, 2011. As of
June 30, 2006 the Company has repaid the note. As the note was paid after the
due date the Company paid penalties of $52,425.

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

On March 22, 2006, an unrelated third party loaned the Company $49,000. The loan
is evidenced by a 16% subordinated promissory note due 90 days from the date of
issuance. During the six months ended June 30, 2006 the Company has repaid a
total of $28,695. The outstanding balance at June 30, 2006 is $20,305.

On April 3, 2006, the Company completed a $300,000 bridge loan from an
unaffiliated lender. The loan is evidenced by a 10% subordinated promissory note
due July 2, 2006. The lender also received 60,000 shares of common stock which
the Company agreed to register. During the six months ended June 30, 2006 the
Company has repaid a total of $150,000. The note is currently in default. As of
August 17, 2006 the outstanding balance of $150,000 has not been repaid.

On April 14, 2006, an unrelated third party loaned the Company $10,000. The loan
is evidenced by a 10% subordinated promissory note due on demand. As of August
17, 2006 the note has not been repaid.

NOTE 5 PROMISSORY NOTES - RELATED PARTES

On March 1, 2006, the Company's Chief Executive Officer loaned the Company
$105,000. The Bridge Loan was completed on March 8, 2006 and is evidenced by a
16% secured promissory note due on the earliest of the closing of one million
($1,000,000) Dollars in debt, equity or other infusion of capital, or June 30,
2006. During the six months ended June 30, 2006 the Company has repaid a total
of $20,000. The balance outstanding at June 30, 2006 was $85,000 an is in
default.

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

NOTE 7 DISCONTINUED OPERATIONS

As of December 30, 2005, the Company sold the operation of Ocean West
Enterprises, for $1.00. Accordingly, all amounts from June 2, 2005 (Date of
acquisition) to June 30, 2005 have been reclassified to conform to this
presentation.

Discontinued operations for the period June 2, 2005 to June 30, 2005 are as
follows:


                                       -9-

<PAGE>

                                               June 2, 2005 to
                                                June 30, 2005
                                               ---------------
Sales ......................................      $ 182,637
Operating expenses .........................       (475,168)
Other income (expense) .....................         (4,296)
                                                  ----------
Income (loss) from discontinued operations..      $(292,351)
                                                  ==========

      On June 2, 2005, Ocean West Holding Corporation shareholders received
5,586,004 shares of common stock in a reverse merger transaction with
InfoByPhone (See Note 1). The shareholders received 44% of the voting stock. The
shares were valued at the 5 day average of $4,044,267 at a price of $.72 per
share

Cash                                 $   229,312
Prepaid expenses                         343,983
Fixed assets, net                        162,978
Other assets                              67,926
                                     -----------
Total Assets                             804,199

Less Liabilities and notes payable    (3,098,289)
                                     -----------
Net liabilities acquired             $(2,294,090)
                                     ===========
Value of stock issued                $ 4,044,267
Liabilities acquired                   2,294,090
                                     -----------
Goodwill                             $ 6,338,357
                                     ===========

The Company fully impaired the value of the goodwill on June 30, 2005.

NOTE 8 STOCKHOLDERS' EQUITY

A) Common Stock

On April 3, 2006 Company issued a note holder 60,000 shares of common stock with
a fair market value of $68,400 on the date of issuance. The value is being
amortized over the term of the note. As of June 30, 2006 the Company recorded
amortization expenses of $66,800. The unamortized portion at June 30, 2006 is
$1,520.

On April 11, 2006 the Company issued 22,500 shares of common stock for investor
Relations valued at $27,000 the fair market value on the date of issuance.

On April 28, 2006 Company issued 200,000 shares of common stock to the Company's
Chief Executive Officer as a bonus valued at $208,000 the fair market value on
the date of issuance.

On June 16, 2006 the Company issued 40,000 shares of common stock for investor
Relations valued at $36,000 the fair market value on the date of issuance.

The Company sold the placement agent 490,000 shares of common stock at a price
of $.01 per share in connection with it placement of (PIK) Series A Preferred
Stock. The Company recorded a subscription receivable of $4,900 at June 30,
2006.

B) Preferred Stock

      The Company's Articles of Incorporation authorize the issuance of
      10,000,000 shares of $.01 par value preferred stock. The Board of
      Directors has the power to designate the rights and preferences of the
      preferred stock and issue the preferred stock in one or more series.

      Preferred Stock, Series A


                                      -10-

<PAGE>

      On April 25, 2006 the Company designated 1,500,000 shares of Series A
      preferred stock $0.01 par value. Each share has a face value of $10.00 and
      a 10% dividend rate, or $1.00 per share payable in-kind. The Series A
      preferred stock shall rank senior to Common Stock and each share shall
      have a $10 per share liquidation preference. The Series A preferred stock
      shall be convertible into Common Stock at no less than $1.00 per share and
      no more than $1.65 per share to be determined following the Company's
      current private placement. The Series A preferred stock shall have no
      voting rights except as provided by the Delaware General Corporation Law.
      As of June 30, 2005, Accrued Dividends of $44,493 was due on the Series A
      preferred stock.


      As of June 30, 2006 the Company completed the sale of 98 Units for gross
      proceeds of $4,900,000. Each Unit consists of (i) 5,000 shares of 10%
      (PIK) Series A Preferred Stock of the Company and (ii) warrants to
      purchase 50,000 shares of the Company's common stock, exercisable for a
      period of three years at a price of $0.50 per share. The Placement Agent
      received at the initial closing 1 million common stock cashless exercise
      warrants, exercisable at $.50 per share, and an aggregate of $539,000 of
      11% sales commissions, $147,000 of 3% non-accountable expenses; and
      490,000 shares of Common Stock. The Investors and the placement have
      agreed not to convert their preferred stock or exercise their Warrants
      until such time that the Company increases its number of authorized shares
      of common stock.

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

      Preferred Stock, Series B

      On July 20, 2006 the Company designated 1,500,000 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 $.50 per share payable in-kind. The Series A
      preferred stock shall rank senior to Common Stock and each share shall
      have a $10 per share liquidation preference. The Series A preferred stock
      shall be convertible into Common Stock at a price of $.50 per share. The
      Series B preferred stock shall have no voting rights except as provided by
      the Delaware General Corporation Law.

      Preferred Stock, Series C

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

      Preferred Stock, Series D

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

      Preferred Stock, Series E

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

      Preferred Stock, Series F

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

      Preferred Stock, Series G

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


                                      -11-

<PAGE>

      Preferred Stock, Series I

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

      Preferred Stock, Series K

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

      Preferred Stock, Series L

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

      Preferred Stock, Series M

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

      Preferred Stock, Series N

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

      Option and Warrants issued for consulting fees:

      During the six months ended June 30, 2006, the Company issued a total of
      2,470,000 stock options valued at $1,493,142 to officers and directors.
      These options have been expensed in accordance with SFAS 123R. The options
      expire 10 years from the date of issuance and have an exercise price of
      between $1.01 and $2.00 per share. The Officers and Directors have agreed
      not to exercise there Options until such time that the Company increases
      its number of authorized shares of common stock.

      During the six months ended months ended June 30 2006, the Company issued
      52,500 common stock warrants with an exercise price of $2.00 for financing
      fees on $350,000 of notes expiring in 5 years. The Company recorded the
      fair market value of the warrants based on the fair value of each option
      grant estimated on the date of grant using the Black-Scholes option
      pricing model with the following weighted average assumptions used for
      grants in 2006, dividend yield of zero, expected volatility of 172%;
      risk-free interest rates of 4.5%, expected lives of five to ten years. The
      Company recorded $108,622, in financing fees.


                                      -12-

<PAGE>

      As of June 30, 2006 the Company completed the sale of 98 Units of its
(PIK) Series A Preferred St1ock.Each Unit consists of (i) 5,000 shares of 10%
(PIK) Series A Preferred Stock of the Company and (ii) warrants to purchase
50,000 shares of the Company's common stock for a total of 4,900,000,
exercisable for a period of three years at a price of $0.50 per share. The
Placement Agent received at the initial closing 1 million common stock cashless
exercise warrants, exercisable at $.50 per share. The Investors and the
placement have agreed not to convert there preferred stock or exercise their
Warrants until such time that the Company increase its number of authorized
shares of common stock.

Warrants
--------------------------------
Outstanding at beginning of year    1,131,543
Granted                             5,952,500
Exercised                                  --
                                   ----------
Warrants at June 30, 2006           7,084,043
                                   ==========

NOTE 9 STOCK OPTIONS

      Under the 2005 Management and Director Equity Incentive Stock Option Plan,
      the Company may grant incentive and non-qualified stock options to its
      employees, officers, directors, and consultants of the Company to purchase
      up to 2,000,000 shares of common stock. Under the plan, the exercise price
      of each option equals or exceeds the market price of the Company's stock
      on the date of grant, and the options' maximum term is ten years. Options
      are granted at various times and vest over various periods. As of June 30,
      2006, the Company had issued a total of 1,920,000 options pursuant to the
      plan.

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

      A summary of the status of the Company's fixed stock options as of June
      30, 2006, and the changes during the period ended is presented below:

      On April 28, 2006 the Company issued a total of 2,000,000 common stock
      options to the Company's Chief Executive Officer at a price of $1.01
      expiring 10 years from the date of issuance, the Company recorded an
      expense of $968,367 for the six months ended June 30, 2006. In addition
      the Company issued a total of 470,000 common stock options to Officers and
      Directors of the Company at a price of $1.01 expiring 10 years from the
      date of issuance, the Company recorded an expense of $524,775 for the six
      months ended June 30, 2006. The fair value of each option grant is
      estimated on the date of grant using the Black-Scholes option pricing
      model with the following weighted average assumptions used for grants in
      2006, dividend yield of zero, expected volatility of 172%; risk-free
      interest rates of 4.94%, expected lives of three to four years.

2006

Weighted Average
Fixed Options                            Shares     Exercise Price
------------------------------------   ----------   --------------
Outstanding at beginning of period      1,920,000        $ .70
Issued                                  2,470,000         1.09
Cancelled                                 (40,000)         .70
                                       ----------        -----
Outstanding at June 30, 2006            4,350,000        $ .92
                                       ==========        =====
Options exercisable at June 30, 2006    2,970,000
                                       ==========
Weighted average exercise price of
  options granted to employees
  during period ended June 30, 2006    $     1.09
                                       ==========


                                      -13-

<PAGE>

                               Weighted
                  Number       Average     Weighted      Number      Weighted
               Outstanding    Remaining     Average    Exercisable    Average
  Exercise       at June     Contractual   Exercise      at June     Exercise
   Price         30, 2006       Life         Price      30, 2006       Price
------------   -----------   -----------   --------   ------------   --------
$.66-$.2.00     4,350,000        7.5          .92       2,970,000      $.89

      Accounting for Employee Awards:

      Effective January 1, 2006, the Company's Plan is accounted for in
      accordance with the recognition and measurement provisions of Statement of
      Financial Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based
      Payment ("FAS 123(R)"), which replaces FAS No. 123, Accounting for
      Stock-Based Compensation, and supersedes Accounting Principles Board
      Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and
      related interpretations. FAS 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 Securities and Exchange
      Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which
      provides the Staff's views regarding the interaction between FAS No.
      123(R) and certain SEC rules and regulations and provides interpretations
      with respect to the valuation of share-based payments for public
      companies.

      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 FAS 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 FAS No. 123 had
      been applied. In December 2002, FAS 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 FAS 123(R), the Company applied the modified prospective
      approach to transition. Under the modified prospective approach, the
      provisions of FAS 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 shall be recognized as the requisite service is
      rendered on or after the required effective date. The compensation cost
      for that portion of awards shall be based on the grant-date fair value of
      those awards as calculated for either recognition or pro-forma disclosures
      under FAS 123.

      As a result of the adoption of FAS 123 (R), the Company's results for the
      six months ended June 30, 2006 include share-based compensation expense
      totaling $1,787,575 which has been included in the stock compensation
      expenses. No income tax benefit has been recognized in the income
      statement for share-based compensation arrangements as the Company has
      provided 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.


                                      -14-

<PAGE>

      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 FAS 123. The adoption of FAS 123(R) as of January 1,
      2006, had no material impact on the accounting for non-employee awards.

      Pro Forma Information under SFAS No. 123 for Periods Prior to Adoption of
      FAS 123 (R):

      The following table illustrates the effect on net income and earnings per
      share as if the fair value recognition provisions of FAS No. 123 had been
      applied to all outstanding and unvested awards in the prior year
      comparable period.

                                                                For the six
                                                                months ended
                                                               June 30, 2005
                                                               -------------
Net loss attributable to common stockholders, as reported       $(8,242,162)
Deduct: Total stock based compensation expense determined
  under the fair value based method for all awards (no tax
  effect)                                                          (283,820)

Pro forma net loss attributable to common stockholders          $(8,525,982)

Net loss per share:
Basic and diluted loss per share - as reported                       ($1.38)
Basic and diluted loss per share - pro forma                         ($1.43)

      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, 2005
                           -------------
Expected term (in years)           5
Expected volatility               52%
Expected dividend yield            0%
Risk-free interest rate        4.125%

      There were 2,470,000 and 821,000 employee stock options granted in the six
      months ended June 30, 2006 and 2005, respectively.

NOTE 8 ACQUISITIONS

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

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


                                      -15-

<PAGE>

      On May 16, 2006, the Company signed a letter of intent with Mobile Gaming
      Now which intends to acquire all rights and obligations of the Company to
      purchase Karrell Pty Limited ("Karrell"). Karrell is the holding company
      for a fully licensed Australian wagering services company. The letter of
      intent provides for Mobile Gaming Now to issue 2 million Shares of its
      Common Stock to the Company upon the completion of the acquisition of
      Karrell. As of August 18, 2006 Mobile Gaming Now has not completed the
      acquisition of Karrell.

NOTE 10 COMMITMENTS AND CONTINGENCIES

      Content Contracts:

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

      Future minimum payments are approximately as follows:

Year Ended December 31,
         2006             $141,627
         2007               33,850
                          --------
                          $175,477
                          ========

Employment Contacts:

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

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

Litigation:

The Company has been advised by Pioneer Credit Recovery, Inc. ("Pioneer") that
the U.S. Department of Treasury has placed with Pioneer an account owed to it by
Ocean West Enterprises. The former principals of Ocean West Enterprises did not
disclose to InfoByPhone or current management that they and Ocean West
Enterprises had guaranteed three HUD loans in the aggregate amount of $151,980.
In the event a claim is made against the Company by Pioneer, the U.S. Government
or any other party, the Company will seek indemnification from the former
principals of Ocean West Enterprises and their affiliates under both the
Exchange Agreement, as well as an Assignment and Assumption of Liabilities
Agreement dated May 23, 2005. As of June 30, 2006, the Company has not accrued
any amount for this guarantee.

The Company has been advised that there are 448,420 outstanding warrants to
purchase common stock of the Company, a portion of which may still be
exercisable despite former management's representation and warranty that there
were no outstanding warrants at the time of the Reverse Merger. Included in
these warrants are 300,000 claimed to be exercisable at $0.25 per share through
August 15, 2007. The alleged holder of these warrants, has filed a lawsuit
against the Company in the United States District Court for the Southern
District of New York seeking specific performance of an agreement which provided
for "piggyback" registration rights and seeks to have the Company include the
300,000 shares underlying the warrants in its pending registration statement on
Form SB-2. As of August 18, 2006, the Company has agreed in principle to
register the shares in any future registration statement.

The Company has received a claim from an attorney for Marshall Stewart, the
former CEO of the Company. Mr. Stewart was employed by the Company under an
employment agreement dated September 1, 2004. Mr. Stewart was to be compensated
$180,000 per year in base salary plus bonuses through August 31, 2007. Mr.
Stewart's claim is for a breach of contract alleged to have occurred in late
2004 when the Company was under the control of Consumer Direct of America
("CDA") and for CDA's failure to advise the Company's shareholders of the sale
of OWHC until after the Reverse Merger. As of August 18, 2006 the Company has
not accrued any expense related to the claim and no further developments have
occurred with this claim.


                                      -16-

<PAGE>

NOTE 11 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a net
loss of $5,793,893, a working capital deficiency of $1,005,363, and net cash
used in operations of $2,788,216. In addition to the need for capital to cover
ongoing operating expenses, the Company estimates that it may require up to
$500,000 per month to continue the launch of its products through 2006. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.

NOTE 12 SUBSEQUENT EVENTS

      On July 20, 2006 the Company issued 25,000 shares of common stock for
investor relations.

On July 20, 2006, Board of Directors amended the terms of its private offering,
which had commenced on March 21, 2006. Under the terms of the revised offering,
(i) the Company's offering of up to $11,000,000 of units ("Units") was increased
to $16,000,000; (ii) each Unit would now consist of: (x) 5,000 shares of 10%
(PIK) Series B Preferred Stock of the Company (with terms otherwise virtually
identical to the Series A Preferred Stock, but for a substantially reduced
conversion price) and (y) warrants to purchase 100,000 shares of the Company's
common stock (rather than 50,000 shares) with terms otherwise identical to the
warrants previously issued in the private offering; (iii) the placement agent
would continue to receive a 11% sales commission, a 3% non-accountable expense
allowance and 10% stock coverage in shares of Common Stock, but would now
receive up to 2 million (rather than 1 million) common stock cashless exercise
warrants, exercisable at $.50 per share for five years. In addition, all of the
subscribers who previously purchased $5,225,000 of Units were given the
opportunity to exchange their Series A Preferred Stock for Series B Preferred
Stock and will be entitled to receive warrants to purchase an additional 50,000
shares (a total of 100,000) of the Company's common stock for each Unit
purchased by such subscribers in the private offering.

      On August 21, 2006, Board of Directors approved a 5% common stock bonus
for certain Officers, Directors, Insiders, as well as Shareholders from the July
2005 private placement, in consideration for locking-up their shares of common
stock. As of August 18, 2006 the Company has received notification of
acceptance from 14 shareholders amounting to 6,809,148 shares of common stock.
The Company is obligated to issue a total 340,457 shares of common stock
pursuant to these lock-up agreements.

      On July 26, 2006, the Board of Directors granted its corporate and
securities counsel, a warrant to acquire 200,000 shares of the Company's common
stock at an exercise price of $.35 per share as compensation for current and
future services. The warrant has a term of five years and can be exercised on a
cashless basis.

      On August 4, 2006, the 2006 Employee Stock Incentive Plan (the "2006
Plan") was approved and adopted by the Board of Directors. The 2006 Plan is
scheduled to become effective upon the approval of the majority of the Company's
stockholders either at an annual or special meeting to be held within one year
from the date of adoption by the Board of Directors. 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 3,000,000
shares of common stock.

      On August 4, 2006, the Company entered into a consulting agreement with
CJB Group, Inc. ("CJB") for the provision of certain public/investor relations
services. Under the terms of the agreement, CJB will receive $7,500 per month,
150,000 restricted shares of Common Stock and warrants to purchase an additional
200,000 shares of Common Stock. The agreement will remain in effect until
terminated by either party upon 90 days prior notice.

      As of August 18, 2006, the Company has received $325,200 in subscription
for 325,200 Series A preferred stock. The Company will pay $45,528 in placement,
fees and 32,520 shares of common stock upon completion of the subscriptions.

                                      -17-

<PAGE>

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

Forward-Looking Statements

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

General

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

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


                                      -18-

<PAGE>

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

Reverse Merger

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

      Critical Accounting Policies

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

Revenue Recognition

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


                                      -19-

<PAGE>

Research and Development

      Research and development expenses include payroll and employee benefits
costs associated with product development. The Company has determined that
technological feasibility for its software products is reached shortly before
the products are released. Costs incurred after technological feasibility is
established are not material, and accordingly, all research and development
costs are 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 translated to the
United States dollar using the period exchange rates as to assets and
liabilities and average exchange rates as to revenues and expenses. Capital
accounts are translated at their historical exchange rates when the capital
transaction occurred. As of June 30, 2006, the translation adjustment was
$1,056.

Recent Accounting Pronouncements

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

      Material Changes in Results of Operations

      Three-Month and Six-Month Periods Ended June 30, 2006 as compared with the
Three-Month and Six-Month Periods Ended June 30, 2005.

      We reported sales of $4,958 and $9,029 for the three and six months ended
June 30, 2006, respectively, as compared to $3,586 and $6,318 for the three and
six months ended June 30, 2005. The increase in our sales was due to the Company
rolling out its service on a per use basis to new subscribers. During the three
and six month periods ended June 30, 2006 the Company has begun to generate
revenue from ESPN cellular and Rogers Wireless users on a per use basis. The
Company expects sales to increase as the product is deployed with Rogers
Wireless on a larger scale. In addition the Company anticipates an increase in
sales in the United States as it will begin a new marketing program within the
next six months.

      Research and development expenditures have increased to $54,408 and
$122,837 for the three and six months ended June 30, 2006 as compared to $40,956
and $41,856 for the three and six months ended June 30, 2005. The Company
continues to incur significant costs in adding new features and upgrades to its
mobile services technology. The Company expects to incur more expenses as it
enhances its services and features.


                                      -20-

<PAGE>

      Cost of revenue have increased to $676,578 and $896,060 for the three and
six months ended June 30, 2006 as compared to $175,265 and $221,264 for the
three and six months ended June 30, 2005. The Company has incurred significant
costs in its mobile services division as it implements its services. Most of the
costs are derived from its call center in the Philippines and fixed amounts paid
to third party content providers. The Company's cost of revenue are not expected
to increase significantly until it adds a significant amount of new users.

      General and administrative costs have increased to $414,846 and
$1,159,065 for the three and six months ended June 30, 2006 as compared to
$26,282 and $59,827 for the three and six months ended June 30, 2005. The
Company added additional employees, rent, increased travel and office expenses
as it implemented its business plan. The Company's general and administrative
cost are not expected to increase significantly in the future.

      Professional fees have increased to $311,550 and $554,244 for the three
and six months ended June 30, 2006, as compared to $108,894 and $142,015 for the
three and six months ended June 30, 2005. Most of these costs are legal and
accounting fees associated with the Company's SEC reporting obligations and
legal fees associated with the Company's two attempted acquisitions.

      Payroll expense has increased to $322,634 and $516,255 for the three and
six months ended June 30, 2006, as compared to $38,204 and $159,900 for the
three and six months ended June 30, 2005. The Company has hired several new
executives in anticipation of increased operations.

      Stock Compensation has increased to $1,847,442 and $2,361,018 for the
three and six months ended June 30, 2006, as compared to $932,364 and $988,614
for the three and six months ended June 30, 2005. During the six months ended
June 30, 2006, the Company issued common stock options valued at $1,493,142 to
officers and directors and recorded amortization of $235,473 on warrants issued
to a consultant during six months ended June 30, 2006.

      Interest expense has increased to $74,878 and $193,443 for the three and
six months ended June 30, 2006, as compared to $3,989 and $4,296 for the three
and six months ended June 30, 2005. The increase was primarily a result of the
interest warrants and common stock issued with the Company's bridge loans.

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


                                      -21-

<PAGE>

      We reported a net loss of $3,697,058 and $5,793,893 for the three and six
months ended June 30, 2006, as compared to $7,953,076 and $8,242,162 for the
three and six months ended June 30, 2005. Our revenues are not sufficient to
fund our operations and we anticipate that we will incur losses for the
foreseeable future until such time as we can significantly increase our
revenues. Because of the early stage of our business, the highly competitive
nature of our industry and our lack of sufficient working capital, it is
unlikely that we will be able to increase our revenues in the near future to a
level which will sustain our operations and enable us to report a profit.

MATERIAL CHANGES IN FINANCIAL CONDITION - JUNE 30, 2006, AS COMPARED WITH JUNE
30, 2005

      Net cash used in operating activities increased to ($2,788,216) for the
six months ended June 30 2006 as compared to cash from operating activities of
$637,735 for the six months ended June 30, 2005. Included in this increase was:

      o     an increase of $4,182,439 in our net loss from continuing
            operations,

      o     an increase of $506,473 in amortization of deferred compensation

      o     an increase of $799,051 in options issued for services

      o     an increase of $108,622 in warrants issued for financing fees

      o     an offsetting increase of $550,470 in accounts payable, and

      o     a decrease of $ 77,777 in accrued expenses.

      Net cash used in investing activities was $1,857,185 for the six months
      ended June 30, 2006 and cash provided by investing activities of $719,990,
      $719,990 for the six months ended June 30, 2005. The Company purchased
      $7,185 of additional computer equipment and had received restrictive cash
      of $1,850,000. Net cash provided by financing activities were $4,579,305
      for the six months ended June 30, 2006 compared to cash used in financing
      activities of $1,356,111 for the six months ended June 30, 2005. For the
      six months ended June 30, 2006, the Company entered into note agreements
      with related parties for $185,000 and non-related parties for $111,905. As
      of June 30, 2006 the Company completed the sale of 98 Units for gross
      proceeds of $4,900,000. Each Unit consists of (i) 5,000 shares of 10%
      (PIK) Series A Preferred Stock of the Company and (ii) warrants to
      purchase 50,000 shares of the Company's common stock, exercisable for a
      period of three years at a price of $0.50 per share. The Placement Agent
      received at the initial closing 1 million common stock cashless exercise
      warrants, exercisable at $.50 per share, and an aggregate of $539,000 of
      11% sales commissions, $147,000 of 3% non-accountable expenses; and
      490,000 shares of Common Stock.

      We had a net loss of $5,793,893, a working capital deficiency of
$1,005,363, and net cash used in operations of $2,788,216. In addition we need
additional capital to cover ongoing operating expenses over the next 12 months.
We estimate that we may require up to $500,000 per month to launch our product
through 2006. These factors raise substantial doubt about our ability to
continue as a going concern.


                                      -22-

<PAGE>

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

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

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

      As of July 20, 2006 the Company completed the sale of $5,225,000 of Units
in a private placement that commenced on March 21, 2006. Each Unit consisted of
(i) 5,000 shares of 10% (PIK) Series A Preferred Stock of the Company and (ii)
warrants to purchase 50,000 shares of the Company's common stock, exercisable
for a period of three years at a price of $0.50 per share. Under the terms of
the private offering, the placement agent received a 11% sales commission, a 3%
non-accountable expense allowance, 10% stock coverage in shares of common stock
and 1 million common stock cashless exercise warrants, exercisable at $.50 per
share for five years.

      On July 20, 2006, the Company's board of directors amended the private
offering. Under the terms of the revised offering, (i) the Company's offering of
up to $11,000,000 of Units was increased to $16,000,000; (ii) each Unit now
consists of: (x) 5,000 shares of 10% (PIK) Series B Preferred Stock of the
Company (with terms otherwise identical to the Series A Preferred Stock but for
a conversion price of $0.50 per share) and (y) warrants to purchase 100,000
shares of the Company's common stock (rather than 50,000 shares) with terms
otherwise identical to the warrants previously issued in the private offering;
(iii) the placement agent would continue to receive a 11% sales commission, a 3%
non-accountable expense allowance and 10% stock coverage in shares of Common
Stock but would now receive up to 2 million (rather than 1 million) common stock
cashless exercise warrants, exercisable at $.50 per share for five years. In
addition, all of the subscribers who previously purchased $5,225,000 of Units
were given the opportunity to exchange their Series A Preferred Stock for Series
B Preferred Stock and will be entitled to receive warrants to purchase an
additional 50,000 shares of the Company's common stock per Unit purchased in the
private offering.


                                      -23-

<PAGE>

      The disclosures concerning the Company's private placements are not to be
used for the purpose of conditioning the market in the United States for any of
the securities continued to be offered. The securities offered have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.

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

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

Item 3. Controls and Procedures.

      Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an investigation of our disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the
Exchange Act, as of June 30, 2006. Based on this evaluation, our principal
executive officer and principal financial officer has concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC's rules and forms and that our disclosure and
controls are designed to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.

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


                                      -24-

<PAGE>

                           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.

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

      Except as set forth herein, all issuances of restricted securities by the
Company during the three-month period ended June 30, 2006, were previously
reported on Form 8-K.

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

      On April 11, 2006 the Company issued 22,500 shares of common stock for
investor Relations valued at $27,000 the fair market value on the date of
issuance.

      On April 28, 2006 Company issued 200,000 shares of common stock to the
Company's Chief Executive Officer as a bonus valued at $208,000 the fair market
value on the date of issuance.

      On June 16, 2006 the Company issued 40,000 shares of common stock for
investor Relations valued at $36,000 the fair market value on the date of
issuance.

      The Company sold the placement agent 490,000 shares of common stock at a
price of $.01 per share in connection with it placement of 10% (PIK) Series A
Preferred Stock. The Company recorded a subscription receivable of $4,900 at
June 30, 2006.

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

      On 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 was convertible into the
Company's common stock at no less than $1.00 per share and no more than $1.65
per share to be determined following the Company's current private placement.
The Series A preferred stock has no voting rights except as provided by the
Delaware General Corporation Law.

      As of July 20, 2006, the Company completed the sale of $5,225,000 of Units
in a private offering, which commenced on March 21, 2006. Each Unit consisted of
(i) 5,000 shares of 10% (PIK) Series A Preferred Stock of the Company and (ii)
warrants to purchase 50,000 shares of the Company's common stock, exercisable
for a period of three years at a price of $0.50 per share. Under the terms of
the private offering, the placement agent received a 11% sales commission, a 3%
non-accountable expense allowance, 10% stock coverage in shares of the Company's
common stock and 1 million common stock cashless exercise warrants, exercisable
at $.50 per share for five years.

      On July 21, 2006, the Company's board of directors amended the private
offering. Under the terms of the revised offering, (i) the Company's offering of
up to $11,000,000 of Units was increased to $16,000,000; (ii) each Unit now
consists of: (x) 5,000 shares of 10% (PIK) Series B Preferred Stock of the
Company (with terms otherwise identical to the Series A Preferred Stock, but for
a conversion price of $0.50 per share) and (y) warrants to purchase 100,000
shares of the Company's common stock (rather than 50,000 shares) with terms
otherwise identical to the warrants previously issued in the private offering;
(iii) the placement agent would continue to receive a 11% sales commission, a 3%
non-accountable expense allowance and 10% stock coverage in shares of the
Company's common stock but would now receive up to 2 million (rather than 1
million) common stock cashless exercise warrants, exercisable at $.50 per share
for five years. In addition, all of the subscribers who previously purchased
$5,225,000 of Units will be given the opportunity to exchange their Series A
Preferred Stock for Series B Preferred Stock and will be entitled to receive
warrants to purchase an additional 50,000 shares of the Company's common stock
for each Unit purchased by such subscribers in the private offering.


                                      -25-

<PAGE>


      On August 4, 2006, the Company entered into a consulting agreement with
CJB Group, Inc. ("CJB") for the provision of certain public/investor relations
services. Under the terms of the agreement, CJB will receive, inter alia,
150,000 restricted shares of the Company's common stock and warrants to purchase
an additional 200,000 shares of common stock; the first 100,000 shares vest in
three months and the second 100,000 shares vest in six months from the date the
consulting agreement was entered into.

      The issuance of all of the above shares, did not require registration
under the Securities Act, pursuant to an exemption available under Section 4(2)
of the Act. There was no underwriter or placement agent involved in these
transactions, except the July 2006 placement of units.

Item 3. Defaults Upon Senior Securities.

      On April 3, 2006, the Company completed a $300,000 bridge loan from an
unaffiliated lender. The loan is evidenced by a 10% subordinated promissory note
due July 2, 2006. The lender also received 60,000 shares of common stock which
the Company agreed to register. During the six months ended June 30, 2006 the
Company has repaid a total of $150,000. The note is currently in default. As of
August 17, 2006 the outstanding balance of $150,000 has not been repaid.

      On March 1, 2006, the Company's Chief Executive Officer loaned the Company
$105,000. The Bridge Loan was completed on March 8, 2006 and is evidenced by a
16% secured promissory note due on the earliest of the closing of one million
($1,000,000) Dollars in debt, equity or other infusion of capital, or June 30,
2006. During the six months ended June 30, 2006 the Company has repaid a total
of $20,000. The balance outstanding at June 30, 2006 was $85,000 an is in
default.

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

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

      None.

Item 5. Other Information.

      None.

Item 6. Exhibits.

      Exhibits.

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


                                      -26-

<PAGE>

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

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


                                      -27-

<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 22, 2006                 Ocean West Holding Corporation


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


                                      -28-

<PAGE>

                         Ocean West Holding Corporation.

                         Quarterly Report on Form 10-QSB
                           Quarter Ended June 30, 2006

                                  EXHIBIT INDEX

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


                                      -29-