**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 ACTOF
                1934





FOR
      THE
      QUARTERLY PERIOD ENDED: MARCH 31, 2007





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF
                1934





FOR
      THE
      TRANSITION PERIOD FROM _________ TO __________




Commission
      file number: 000-44971





AskMeNow,
      Inc.


(Exact
      name of small business issuer as specified in its charter)




Delaware
              71-0876952(State
                  or other jurisdiction of
              (IRS
                  Employerincorporation
                  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 o





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


Yes: o
      No: x





The
      number of shares outstanding of each of the issuer’s classes of common equity as
      of the latest practicable date: 33,299,887 shares of common stock, par value
      $.01 per share, outstanding as of May 7, 2007.





Transitional
      Small Business Disclosure Format (Check One): Yes: o  No: x









**EXPLANATORY
      NOTE**





This
      Amendment No. 1 to the AskMeNow, Inc. Quarterly Report on Form 10-QSB for the
      fiscal quarter ended March 31, 2007, as originally filed on May 15, 2007, is
      being filed in response to comments issued by the staff of the Securities and
      Exchange Commission relating to the Company’s disclosure controls and procedures
      and certain of the notes to the financial statements of the Company included
      herewith.





AskMeNow,
      Inc. and Subsidiaries





Quarterly
      Report on Form 10-QSB/A


Period
      Ended March 31, 2007





Table
      of
      Contents


PagePART
                  I. FINANCIAL INFORMATIONItem
                  1.
              Financial
                  Statements:Consolidated
                  Balance Sheets as of March 31, 2007 (Unaudited)and
                  December 31, 2006
              
              3Consolidated
                  Statements of Operations for the Three Monthsended
                  March 31, 2007 and 2006 (Unaudited)
              
              4Consolidated
                  Statements of Cash Flows for the Three Months EndedMarch
                  31, 2007 and 2006 (Unaudited)
              
              5Notes
                  to Consolidated Financial Statements
              
              6Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              
              16Item
                  3.
              Controls
                  and Procedures
              
              20PART
                  II. OTHER INFORMATIONItem
                  1.
              Legal
                  Proceedings
              
              21Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              21Item
                  3.
              Defaults
                  Upon Senior Securities
              
              22Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              
              23Item
                  5.
              Other
                  Information
              
              23Item
                  6.
              Exhibits
              
              23SIGNATURES
              
              24EXHIBIT
                  INDEX
              
              25




-2-


**PART
        I. - FINANCIAL INFORMATION**
 
 *Item
        1. Financial Statements*




**ASKMENOW,
                  INC AND SUBSIDIARIES****Consolidated
                  Balance Sheets**
  **March
                  31,**
              
              **December
                  31,****2007**
              
              **2006****(Unaudited)****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              41,165
              
              $
              61,279Accounts
                  receivable, net
              
              
              9,367
              
              
              13,860Prepaid
                  expenses and other current assets
              
              
              67,862
              
              
              79,151Total
                  Currents Assets
              
              
              118,394
              
              
              154,290PROPERTY
                  AND EQUIPMENT, NET
              
              
              169,766
              
              
              188,974**OTHER
                  ASSETS**License
              
              
              150,000
              
              
              150,000Debt
                  offering costs, net
              
              
              173,974
              
              
              -Deposits
              
              
              47,836
              
              
              47,496**TOTAL
                  ASSETS**
              
              $
              659,970
              
              $
              540,760**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                  LIABILITIES**Account
                  payable
              
              $
              1,051,899
              
              $
              1,099,937Accrued
                  expenses
              
              
              499,290
              
              
              326,797Notes
                  payable
              
              
              80,000
              
              
              -Notes
                  payable - related party
              
              
              102,624
              
              
              102,624Deferred
                  Tax Liability
              
              
              12,054
              
              
              16,786Total
                  Current Liabilities
              
              
              1,745,867
              
              
              1,546,144**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  stock, $0.01 par value, 10,000,000 shares authorized at March 31,
                  2007and
                  December 31, 2006Series
                  A Preferred Stock, $0.01 par value, 1,500,000 shares
                  authorized,237,500
                  and 362,500 shares issued and outstanding at March 31,
                  2007and
                  December 31, 2006, respectively
              
              
              2,375,000
              
              
              3,625,000Series
                  B Preferred Stock, $0.01 par value, 1,600,000 shares
                  authorized,433,000
                  and 235,500 shares issued and outstanding at March 31, 2007and
                  December 31, 2006, respectively
              
              
              4,330,000
              
              
              2,355,000Series
                  C Preferred Stock, $0.01 par value, 400,000 shares
                  authorized,zero
                  and 400,000 shares issued and outstanding at March 31, 2007and
                  December 31, 2006, respectively
              
              
              -
              
              
              4,000Series
                  E Preferred Stock, 680 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  F Preferred Stock, 1,250 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  G Preferred Stock, 2,000 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  I Preferred Stock, 550 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  L Preferred Stock, 1,000 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Common
                  stock $0.01 par value, 100,000,000 shares authorized, 33,299,887
                  and
                  28,994,887shares
                  issued and outstanding at March 31, 2007 and December 31, 2006,
                  respectively
              
              
              333,000
              
              
              289,950Class
                  B common stock $0.01 par value, 5,000,000 authorized, none issued
                  and
                  outstanding
              
              
              -
              
              
              -Class
                  D common stock $0.01 par value, 600,000 authorized, none issued
                  and
                  outstanding
              
              
              -
              
              
              -Additional
                  paid-in-capital
              
              
              16,668,616
              
              
              14,907,308Foreign
                  currency translation
              
              
              4,764
              
              
              1,925Accumulated
                  deficit
              
              
              (24,797,277
              )
              
              (22,188,567
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (1,085,897
              )
              
              (1,005,384
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              659,970
              
              $
              540,760




The
        accompanying notes are an integral part of these consolidated financial
        statements.


-3-


**ASKMENOW,
                  INC AND SUBSIDIARIES****Consolidated
                  Statements of Operations****(Unaudited)**
  Three
                  Months Ended March 31,2007
              
              2006**REVENUE**Revenue
                  from mobile services
              
              $
              5,805
              
              $
              4,0715,805
              
              
              4,071**COSTS
                  AND OPERATING EXPENSES**Cost
                  of revenue
              
              
              304,398
              
              
              219,482Research
                  and development
              
              
              24,231
              
              
              68,429General
                  and administrative
              
              
              521,305
              
              
              744,219Professional
                  fees
              
              
              637,249
              
              
              478,167Salaries
                  and compensation
              
              
              1,042,396
              
              
              471,724Total
                  Operating Expenses
              
              
              2,529,579
              
              
              1,982,021Operating
                  Loss from Operations
              
              
              (2,523,774
              )
              
              (1,977,950
              )**OTHER
                  INCOME (EXPENSE)**Interest
                  expense
              
              
              (84,936
              )
              
              (118,565
              )Total
                  other expense
              
              
              (84,936
              )
              
              (118,565
              )Net
                  Loss before income taxes
              
              
              (2,608,710
              )
              
              (2,096,515
              )Income
                  taxes
              
              
              -
              
              
              -Net
                  Loss
              
              
              (2,608,710
              )
              
              (2,096,515
              )Preferred
                  stock dividends
              
              
              (162,918
              )
              
              -Net
                  loss applicable to common shareholders
              
              $
              (2,771,628
              )
              $
              (2,096,515
              )Basis
                  and diluted net loss per common share
              
              $
              (0.09
              )
              $
              (0.08
              )Basic
                  and diluted weighted average number ofcommon
                  shares outstanding
              
              
              29,932,243
              
              
              25,967,012




The
      accompanying notes are an integral part of these
      consolidated financial statements.




-4-


**ASKMENOW,
                  INC. AND SUBSIDIARIES****Consolidated
                  Statements of Cash Flows****(Unaudited)**
  Three
                  Months Ended March 31,2007
              
              2006**OPERATING
                  ACTIVITIES**Net
                  loss
              
              $
              (2,608,710
              )
              $
              (2,096,515
              )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Depreciation
              
              
              19,913
              
              
              18,546Amortization
                  of deferred compensation
              
              
              -
              
              
              235,473Amortization
                  debt discount
              
              
              80,000
              
              
              -Amortization
                  of debt offering costs
              
              
              44,162
              
              
              -Subscription
                  receivable
              
              
              1,400
              
              
              -Stock,
                  warrants and options issued for services
              
              
              1,304,821
              
              
              278,103Warrants
                  issued for financing fees
              
              
              
              
              
              108,622Changes
                  in assets and liabilitiesAccounts
                  receivable
              
              
              4,493
              
              
              (2,995
              )Prepaid
                  expenses
              
              
              11,290
              
              
              (4,403
              )Deposits
              
              
              (340
              )
              
              (677
              )Accounts
                  payable
              
              
              (48,038
              )
              
              536,751Accrued
                  expenses
              
              
              172,494
              
              
              85,819Deferred
                  taxes
              
              
              (4,733
              )
              
              -Net
                  Cash Used In Operating Activities
              
              
              (1,023,248
              )
              
              (841,276
              )**INVESTING
                  ACTIVITIES**Purchase
                  of equipment
              
              
              (705
              )
              
              (1,934
              )Net
                  Cash Used In Investing Activities
              
              
              (705
              )
              
              (1,934
              )**FINANCING
                  ACTIVITIES**Cash
                  overdraft
              
              
              -
              
              
              123,902Proceeds
                  from notes payable
              
              
              375,000
              
              
              399,000Proceeds
                  from notes payable - related party
              
              
              -
              
              
              205,000Net
                  proceeds from issuance of preferred stock
              
              
              626,000
              
              
              -Net
                  Cash Provided By Financing Activities
              
              
              1,001,000
              
              
              727,902**EXCHANGE
                  RATE GAIN**
              
              
              2,839
              
              
              (261
              )**NET
                  DECREASE IN CASH AND CASH EQUIVALENTS**
              
              
              (20,114
              )
              
              (115,569
              )**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
              
              
              61,279
              
              
              159,622**CASH
                  AND CASH EQUIVALENTS, END OF PERIOD**
              
              $
              41,165
              
              $
              44,053**SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWS INFORMATION:****CASH
                  PAID DURING THE PERIOD FOR:**Interest
              
              $
              -
              
              $
              -**NON-CASH
                  TRANSACTIONS DURING THE PERIOD FOR:**Financing
                  costs
              
              $
              298,636
              
              $
              0




The
      accompanying notes are an integral part of these
      consolidated financial statements.




-5-


ASKMENOW,
      INC. AND SUBSIDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      March 31, 2007


(UNAUDITED)




**NOTE
      1.**  **ORGANIZATION
      AND BASIS OF PRESENTATION**




**(A)**  **Organization**





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





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





On
      June
      6, 2005, pursuant to a Securities Exchange Agreement and Plan of Reorganization
      dated as of April 14, 2005, by and among the Company, InfoByPhone and the
      shareholders of InfoByPhone, the Company acquired InfoByPhone in a reverse
      merger (the “Reverse Merger”), pursuant to which InfoByPhone became a
      wholly-owned subsidiary of the Company. In connection with the Reverse Merger,
      the Company acquired all of the issued and outstanding shares of common stock
      of
      InfoByPhone and issued an aggregate 5,586,004 shares of authorized but unissued
      shares of common stock, par value $0.01, of the Company that, with 500,000
      shares issued to Vertical Capital Partners, Inc. (n/k/a Arjent Ltd.) as a
      finder’s fee, constituted approximately 56% of the capital stock of the Company. As
      a
      result of the agreement, the transaction was treated for accounting purposes
      as
      a recapitalization by the accounting acquirer, InfoByPhone, Inc.





The
      Company has incurred significant operating losses since its inception.
      Management expects that significant on-going operating expenditures will be
      necessary to successfully implement the Company’s business plan and develop and
      market its services. These circumstances raise substantial doubt about the
      Company’s ability to continue as a going concern. Implementation of the
      Company’s plans and its ability to continue as a going concern depend upon its
      securing substantial additional financing. During the first three months of
      2007, the Company raised net proceeds of $626,000 through the private sale
      of
      unregistered, convertible preferred stock. In addition, the Company raised
      $375,000 through the issuance of notes payable to investors. Management’s plans
      include efforts to obtain additional capital, although no assurances can be
      given about the Company’s ability to obtain such capital. If the Company is
      unable to obtain adequate additional financing or generate profitable sales
      revenues, it may be unable to continue product development and other activities
      and may be forced to curtail or cease operations. The consolidated financial
      statements presented herein do not include any adjustments that might result
      from the outcome of this uncertainty.





**(B)**  **Basis
      of Presentation**





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





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





**NOTE
      2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**(A)**  **Principles
      of Consolidation**





The
      condensed consolidated financial statements for the three months ended March
      31,
      2007 and 2006 include the accounts of AskMeNow, Inc. and its wholly-owned
      subsidiaries, InfoByPhone, Inc., AskMeNow, Inc., a Philippines corporation,
      and
      InfoByPhone, LLC.




-6-




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





**(B)**  **Revenue
      Recognition**





The
      Company provides two platforms for asking questions :
      SMS/text messaging and through a downloaded application. Users are charged
      on a
      monthly or per question basis but are not charged for the downloaded
      application.  The
      Company recognizes revenue for all submitted questions at the time of the
      inquiry, regardless of the method used to submit the question. For advertising
      space sold, the Company will recognize revenue over the period the advertisement
      is displayed. The Company recognizes revenue when persuasive evidence of an
      arrangement exists, delivery has occurred, the sales price is fixed or
      determinable, and collectability is probable.





**(C)**  **Cash
      and Cash Equivalents**





The
      Company considers all highly liquid temporary cash investments with an original
      maturity of three months or less to be cash equivalents. As of March 31,
      200 7
      and
      December 31, 2006, there were no cash equivalents.





**(D)**  **Fair
      Value of Financial Instruments**





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





**(E)**  **Concentrations
      of Risk**





During
      fiscal 2005, the Company formed its AskMeNow, Inc. subsidiary in the
      Philippines. As of March 31, 2007 and December 31, 2006, approximately 28%
      and
      39% of the Company’s consolidated assets were located in the Philippines,
      respectively.





The
      Company at times has cash in banks in excess of FDIC insurance limits. At March
      31, 2007 and December 31, 2006, the Company had no amounts in excess of FDIC
      insurance limits. **** At
      March
      31, 2007, the Company had total cash of $2,900 in banks located in the
      Philippines. At December 31, 2006, the Company had total cash of $18,282in
      banks
      located in the Philippines.





During
      the three months ended March 31, 2007, one customer accounted for 53% of the
      Company’s sales. For
      the
      three months ended March 31, 2006 one customer accounted for 38% of the
      Company’s sales.





**(F)**  **Use
      of Accounting Estimates**





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





**(G)**  **Property
      and Equipment**





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





**(H)**  **Advertising
      Costs**





Advertising
      costs are expensed as incurred. Total advertising costs charged to operations
      for the three months ended March 31, 2007 and 2006 were $22,524 and $105,345,
      respectively.




**(I)**  **Income
      Taxes**





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




-7-




**(J)**  **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 discloses this information
      on
      its consolidated statement of changes in stockholders’ equity
      (deficit).





**(K)**  **Foreign
      Currency Translation**





The
      functional currency of the Company is the United States Dollar. The financial
      statements of the Company’s Philippines subsidiary are translated to U.S.
      dollars using the period exchange rates as to assets and liabilities and average
      exchange rates as to revenues and expenses. Capital accounts are translated
      at
      their historical exchange rates when the capital transaction occurs. Net gains
      and losses resulting from foreign exchange translations are included in the
      statements of operations and changes in stockholders’ equity (deficit) as other
      comprehensive income (loss). As of March 31, 2007, the translation adjustment
      was not material.





**(L)**  **Loss
      Per Share**





The
      Company follows SFAS No. 128, “Earnings per Share” in calculating basic and
      diluted loss per share. Basic loss per common share is computed by dividing
      the
      net loss available to common shareholders by the weighted average number of
      common shares outstanding during the period. Shares
      issued and shares reacquired during the period are weighted for the portion
      of
      the period that they were outstanding. Diluted loss per share is calculated
      based on the weighted-average number of outstanding common shares plus the
      effect of dilutive common shares. Potential
      common shares issuable in connection with warrants, options and convertible
      preferred stock were not included in the computation of diluted loss per share
      for the periods presented because their inclusion is anti-dilutive. The total
      potential shares of common stock issuable upon exercise or conversion of
      dilutive warrants, stock options and convertible preferred stock at March 31,
      2007 and 2006 were 40,221,501 and 3,334,043, respectively.





**(M)**  **Business
      Segments**





The
      Company operates in one segment, mobile devices.





**(N)**  **Stock
      Based Compensation**





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




In
      adopting SFAS No. 123(R), the Company applied the modified prospective approach
      to transition. Under the modified prospective approach, the provisions of SFAS
      No. 123(R) are to be applied to new awards and to awards modified, repurchased,
      or cancelled after the required effective date. Additionally, compensation
      cost
      for the portion of awards for which the requisite service has not been rendered
      that are outstanding as of the required effective date shall be recognized
      as
      the requisite service is rendered on or after the required effective date.
      The
      compensation costs 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 SFAS No. 123.





**(O)**  **Research
      and Development**





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





-8-





**(P)**  **Recent
      Accounting Pronouncements**





SFAS
      No.
      155, “Accounting for Certain Hybrid Financial Instruments” and SFAS No. 156,
“Accounting for Servicing of Financial Assets” were recently issued. SFAS Nos.
      155, 156, 157, 158, and 159 have no current applicability to the Company and
      have no current effect on its financial statements.





**NOTE
      3.**  **PROPERTY
      AND EQUIPMENT**





Property
      and equipment consisted of the following:


March
                  31,
              
              December
                  31,2007
              
              2006(unaudited)Computer
                  equipment
              
              $
              156,574
              
              $
              157,343Office
                  furniture & equip.
              
              
              87,929
              
              
              87,224Leasehold
                  improvements
              
              
              22,525
              
              
              26,184Less
                  accumulated depreciation
              
              
              (97,262
              )
              
              (81,777
              )$
              169,766
              
              $
              188,974




Depreciation
      expense for three months ended March 31, 2007 and 2006 was $19,913 and $18,546,
      respectively.





**NOTE
      4.**  **LICENSE**





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




The
      Company had previously signed a letter of intent on August 22, 2006 with Expert
      System that summarized the scope of the proposed agreement with regard to
      license, service and payment provisions. At the signing of the letter of intent,
      the Company paid Expert System $150,000 as a start-up phase initial payment.
      Additional payments required include payment upon integration of each content
      database with a commitment of at least ten databases in the first 150 days
      after
      signing the agreement. A license fee per single computer server is due in twelve
      monthly installments each commencing the month following the installation of
      the
      software. The on-going technical support commences upon integration of the
      tenth
      database and requires a per month fee for twelve months. Subsequent to
      completion of the twelve month start-up phase, Expert System will receive a
      percentage of the net revenue through the seventh anniversary date of the
      conclusion of the start-up phase. The term of the agreement starts upon the
      commencement date for installation and continues until the seventh anniversary
      date of the conclusion of the start-up phase. As of March 31, 2007, Expert
      had
      not completed the installation of the required databases and thus no
      amortization of the license has been recorded during the quarter. Amortization
      of the license will be over the term of the agreement and commence upon
      integration of the database software.




**NOTE
      5.**  **PROMISSORY
      NOTES**





Beginning
      in February 2007, the Company began an issue of up to $3,000,000 in Bridge
      promissory notes to accredited investors. The Company issued $375,000 in
      promissory notes through March 31, 2007. The notes bear interest at 12% per
      annum payable 90 days after the date of issuance unless extended by the Company
      for up to an additional 90 days. In the event the Company extends the maturity
      date, the interest rate shall increase to 14% per annum from the original
      maturity date until the note is paid. As part of the Bridge offering the Company
      is obligated to issue warrants to purchase four shares of common stock for
      every
      $1.00 principal amount of notes issued. An aggregate 12,000,000 common stock
      purchase warrants will be issued by the Company if the full $3,000,000 is
      subscribed. At March 31, 2007, 1,500,000 warrants to purchase common stock
      at
      $.50 per share with a term of five years were issued to investors. The Company
      calculated a debt discount for the value of the warrants issued at March 31,
      2007 amounting to $375,000, which will be amortized over the life of the notes.
      The Company recorded additional interest expense of $80,000 to reflect the
      amortization of the discount during the quarter ended March 31,
      2007.





As
      part
      of the Bridge offering the Company offered the selling agent warrants to
      purchase 3,600,000 shares of common stock of the Company if the entire Bridge
      financing of $3,000,000 is subscribed, or a proportionately smaller number
      of
      warrants if less money is loaned. At March 31, 2007, 450,000 warrants to
      purchase common stock at $.50 per share with a term of five years were issuable
      to the selling agent. The Company calculated a debt offering cost asset amount
      for the value of the warrants issued at March 31, 2007 amounting to $218,136,
      which will be amortized over the life of the notes. The Company recorded
      amortization expense of $44,162 to reflect the amortization of the debt offering
      costs during the quarter ended March 31, 2007. The net book value of the debt
      offering costs at March 31, 2007 was $173,974.




-9-




**NOTE
      6.**  **PROMISSORY
      NOTES - RELATED PARTIES**





On
      March
      1, 2006, Darryl Cohen, the Company’s Chief Executive Officer, loaned the Company
      $105,000. The bridge loan was completed on March 8, 2006 and is evidenced by
      a
      16% secured promissory note due on the earliest of the closing of a financing
      of
      $1,000,000 in debt, equity or other infusion of capital, or June 30, 2006.
      During the year ended December 31, 2006, the Company repaid principal and
      interest of $102,376 and $7,624, respectively. The principal balance outstanding
      at March 31, 2007 was $2,624, and the note is currently in default. The Company
      intends to pay the promissory note in full upon raising additional equity or
      debt.





In
      January 2006, Sandro Sordi, a director of the Company, loaned the Company
      $100,000. The loan is evidenced by a 10% subordinated promissory note due 60
      days from the date of issuance. As of March 31, 2007, the entire amount of
      the
      note remained outstanding and the note currently is in default. The Company
      intends to pay the promissory note in full upon raising additional equity or
      debt.




**NOTE
      7.**  **STOCKHOLDERS’
      DEFICIT**





**(A)**  **Common
      Stock**





In
      January, 2007, the Company sold the placement agent 140,000 shares of unregistered
      restricted common
      stock at a price of $.001 per share in connection with the agent’s placement of
      shares of 10% (PIK) Series A Preferred Stock. The Company recorded the amount
      as
      a subscription receivable of $1,400 during the quarter ended March 31, 2007.
      The
      subscription receivable was offset as an administrative expense due to
      reimbursable costs incurred by the placement agent as of March 31, 2007.





Between
      January and March 2007, the Company issued an aggregate 165,000 shares of unregistered
      restricted common
      stock to a non-employee professional services firm for investor relations
      services. The Company determined a value for the shares of $74,400 based on
      the
      fair market value of the stock at the time the services were performed. The
      Company recorded the entire amount as an administrative expense at March 31,
      2007.





**(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.





*Series
      A*





On
      April
      25, 2006, the Company designated 1,500,000 shares of Series A preferred stock,
      $0.01 par value. Each share has a face value of $10.00 and a 10% dividend rate,
      or $1.00 per share payable in-kind. The Series A preferred stock ranks senior
      to
      the Company’s common stock and each share has a $10 per share liquidation
      preference. The Series A preferred stock has no voting rights except as provided
      by the Delaware General Corporation Law. As of March 31, 2007, there were
      237,500 shares of Series A preferred stock issued and outstanding. As of March
      31, 2007, accrued dividends for the quarter then-ended were $58,562 and
      cumulative dividends were $211,370 on the Series A preferred stock.





*Series
      B*





On
      July
      20, 2006, the Company designated 1,600,000 shares of Series B preferred stock,
      $0.01 par value. Each share has a face value of $10.00 and a 10% dividend rate,
      or $1.00 per share payable in-kind. The Series B preferred stock ranks senior
      to
      the common stock and
      on
      parity with the Series A preferred stock, and each
      share has a $10 per share liquidation preference. The Series B preferred stock
      is convertible into common stock at a price of $.50 per share. The Series B
      preferred stock has no voting rights except as provided by the Delaware General
      Corporation Law. For the quarter ended March
      31,
      2007, there were 433,000 shares of Series B preferred stock issued and
      outstanding. As of March 31, 2007, accrued dividends for the quarter then-ended
      were $104,356 and cumulative dividends were $273,862 on the Series B preferred
      stock.




-10-




*Series
      C*





On
      September 7, 2006, the Company designated 400,000 shares of Series C preferred
      stock, $0.01 par value. The Series C preferred stock is not entitled to receive
      dividends, ranks senior to the common stock, and each share has a $.01 per
      share
      liquidation preference. The terms of the Series C preferred stock provided
      that
      such shares would automatically be converted on a one for ten basis into ten
      shares of common stock of the Company at such time as the Company’s Certificate
      of Incorporation was
      amended to increase the number of authorized shares of common stock. The
      Company’s Amended and Restated Certificate of Incorporation became effective on
      December 18, 2006, which provided for an increase in the number of authorized
      shares of common stock from 30,000,000 to 100,000,000 shares. On January 10,
      2007, the Series C preferred stock was converted into 4,000,000 unregistered
      restricted common shares. The
      Series C preferred stock has no voting rights except as provided by the Delaware
      General Corporation Law. As of March 31, 2007, no shares of Series C preferred
      stock were issued or outstanding.





*Series
      E*





The
      Series E preferred stock, $0.01 par value, is non-voting stock 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 preferred stock. The Series E preferred stock
      entitles the holder to receive, on a cumulative basis, dividends at an annual
      rate of $45 per share, payable on a monthly basis. As of March 31, 2007, there
      were 680 shares of Series E preferred stock authorized, none of which were
      issued and outstanding.





*Series
      F*





The
      Series F preferred stock, $0.01 par value, is voting stock and is redeemable
      at
      the Company’s option. The redemption price shall equal the 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 and E preferred stock. The Series F preferred stock entitles the
      holder to receive, on a cumulative basis, dividends at an annual rate of $14
      per
      share, payable on a monthly basis. As of March 31, 2007, there were 1,250 shares
      of Series F preferred stock authorized, none of which were issued and
      outstanding.





*Series
      G*





The
      Series G preferred stock, $0.01 par value, is voting stock and is redeemable
      at
      the Company’s option. The redemption price shall equal the 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, E, and F preferred stock. The Series
      G preferred stock entitles the holder to receive, on a cumulative basis,
      dividends at an annual rate of $24 per share, payable on a monthly basis. As
      of March
      31,
      2007, there were 2,000 shares of Series G preferred stock authorized, none
      of
      which were issued and outstanding.





*Series
      I*





The
      Series I preferred stock, $0.01 par value, is voting stock and is redeemable
      at
      the Company’s option. The redemption price shall equal the 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, E, F and G preferred stock. The
      Series I preferred stock entitles the holder to receive, on a cumulative basis,
      dividends at an annual rate of $15 per share, payable on a monthly basis. As
      of March
      31,
      2007, there were 550 shares of Series I preferred stock authorized, none of
      which were issued and outstanding.





*Series
      L*





The
      Series L preferred stock, $0.01 par value, is voting stock and is redeemable
      at
      the Company’s option. The redemption price shall equal the 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, 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. As of March
      31,
      2007, there were 1,000 shares of Series L preferred stock authorized, none
      of
      which were issued and outstanding.





*Preferred
      Stock Offerings*





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




-11-




During
      the three months ended March 31, 2007, the Company had completed the sale of
      an
      additional 13 Units equal to $725,000 in additional investment. During the
      same
      period, Series A holders exchanged $1,250,000 of investment for Series B shares.
      The offering was closed to new investment on February 28, 2007 with a total
      of
      134 Units of the Series A and B preferred stock for aggregate gross proceeds
      of
      $6,705,000 ($2,375,000 from the sale of 237,500 shares of Series A preferred
      stock, and $4,330,000 from the sale of 433,000 shares of Series B preferred
      stock). The placement agent in connection with such offering received warrants
      to purchase, with a cashless exercise feature, 1,000,000 shares of common stock
      of the Company, exercisable at $.50 per share, as well as (1) an aggregate
      of
      $707,000 sales commissions, (2) $162,000 in non-accountable expenses, and (3)
      1,200,000 shares of common stock.





**(C)**  **Option
      and Warrants issued for Consulting Fees**





In
      January, 2007, the Company amended warrants that had previously been issued
      to a
      financial advisor for services rendered to purchase 200,000 shares of common
      stock with an original exercise price of $.90 per share, to reduce the exercise
      price of such warrants to $0.65 per share, the closing price of the Company’s
      common stock on the date of the amendment. The Company amended the warrants
      in
      consideration for additional services provided by the advisor. The Company
      recorded the fair market value of the amended warrants based on the fair value
      of each warrant estimated on the date of grant using the Black-Scholes option
      pricing model with the following weighted average assumptions used for grants
      in
      2007: dividend yield of zero, expected volatility of 240%, risk-free interest
      rate of 4.50%, and expected lives of five years. The Company recorded $130,000
      in administrative expense for the amended warrants, which were fully vested
      and
      for which there was no additional service period, for the quarter ended March
      31, 2007.





In
      August, 2006, the Company issued warrants to purchase 200,000 shares of common
      stock to a vendor with an exercise price of $0.50 per share in partial
      consideration for the vendor’s agreement to act as the Company’s public/investor
      relations representative for a term of one year .
      The
      warrant agreement provided for vesting of 100,000 shares three months after
      the
      date of grant and with respect to the second 100,000 shares six months after
      the
      date of grant. During the quarter ended March 31, 2007, the Company recorded
      the
      fair market value of 16,667 previously unvested warrants based on the fair
      value
      of each warrant estimated on the date of grant using the Black-Scholes option
      pricing model with the following weighted average assumptions used for grants
      in
      2006: dividend yield of zero, expected volatility of 219%, risk-free interest
      rate of 4.84%, and expected lives of five years. The Company recorded $5,265
      in
      administrative expense for the quarter ended March 31, 2007.




In
      January, 2007, the Company issued 1,000,000 common stock warrants with an
      exercise price of $.55 per share to a financial consultant for financial
      consulting and other services similar to those performed by a chief financial
      officer to be rendered pursuant to a one-year consulting agreement entered
      into
      with the consultant on January 29, 2007. The warrants vest 600,000 shares
      immediately with the remaining 400,000 vesting at twenty-five percent increments
      every ninety days until January 2008. During the quarter ended March 31, 2007,
      the Company recorded the fair market value of the 667,778 vested warrants based
      on the fair value of each warrant estimated on the date of grant using the
      Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2007: dividend yield of zero, expected volatility
      of 240%, risk-free interest rate of 4.50%, and expected lives of five years.
      The
      Company recorded $368,000 in professional fees for the quarter ended March
      31,
      2007.





As
      discussed elsewhere herein, during the quarter ended March 31, 2007, the Company
      also issued warrants to purchase (a) 1,450,000 shares of common stock in
      connection with $750,000 of new subscriptions for preferred stock Units, (b)
      1,250,000 shares of common stock in connection with the modification of the
      preferred stock Unit offering and conversion of Series A to Series B preferred
      stock shares, and (c) 1,500,000 shares of common stock in connection with
      $375,000 raised in the Bridge note offering. The Company was also contractually
      committed to issue 450,000 warrants for shares of common stock to the placement
      agent in the Bridge note offering.




-12-




Warrants
      outstanding at March 31, 2007 were as follows:


WarrantsOutstanding
                  at beginning of year
              
              
              10,919,043Granted
              
              
              5,850,000Exercised
              
              
              —Warrants
                  at March 31, 2007
              
              
              16,769,043




**NOTE
      8. STOCK OPTION PLAN**





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





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





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





In
      adopting SFAS No. 123(R), the Company applied the modified prospective approach
      to transition. Under the modified prospective approach, the provisions of SFAS
      No. 123(R) are to be applied to new awards and to awards modified, repurchased,
      or cancelled after the required effective date. Additionally, compensation
      cost
      for the portion of awards for which the requisite service has not been rendered
      that are outstanding as of the required effective date shall be recognized
      as
      the requisite service is rendered on or after the required effective date.
      The
      compensation costs 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 SFAS No. 123.





As
      a
      result of the adoption of SFAS No. 123(R), the Company’s results for the three
      months ended March 31, 2007 include share-based compensation expense totaling
      $727,941, which has been included in salaries and compensation expense. No
      income tax benefit has been recognized in the income statement for share-based
      compensation arrangements as the Company has provided a 100% valuation allowance
      on its net deferred tax asset.





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





*Accounting
      for Non-employee Awards*





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




-13-




** 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
                three
                months
                  ended
                March
                  31, 2007Expected
                  term (in years)
              
              
              5Expected
                  volatility
              
              
              240
              %Expected
                  dividend yield
              
              
              0
              %Risk-free
                  interest rate
              
              
              4.50
              %


There
      were 1,350,000 and zero employee stock options granted in the three months
      ended
      March 31, 2007 and 2006, respectively. None of the options granted during the
      first quarter of 2007 to employees were granted under the Company’s employee
      stock option plans.





*Plan
      Information*





In
      August, 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 holders of a majority of the Company’s
      common stock 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. Options
      are granted at various times and vest over various periods. As of March 31,
      2007, the Company had issued a total of 1,702,000 options pursuant to the 2006
      Plan.




Under
      the
      2005 Management and Director Equity Incentive Stock Option Plan (the “2005
      Plan”), the Company may grant incentive and non-qualified stock options to its
      employees, officers, directors, and consultants to purchase up to 2,000,000
      shares of common stock. Under the 2005 Plan, the exercise price of each option
      must equal or exceed the market price of the Company’s stock on the date of
      grant, and an option’s maximum term is ten years. Options are granted at various
      times and vest over various periods. As of March 31, 2007, the Company had
      issued a total of 1,920,000 options pursuant to the 2005 Plan.





As
      noted
      above, during the quarter ended March 31, 2007, options totaling 1,350,000
      were
      granted to employees, all of which were granted outside the 2006 and 2005
      Plans.





A
      summary
      of the status of the Company’s stock options as of March 31, 2007 and the
      changes during the period ended is presented below:





Weighted
                AverageFixed
                Options
            
            Shares
            
            Exercise
                PriceOutstanding
                at beginning of year
            
            
            7,722,000
            
            $
            .58Issued
            
            
            1,350,000
            
            
            .62Cancelled
            
            
            -
            
            
            -Outstanding
                at March 31, 2007
            
            
            9,072,000
            
            $
            .59Exercisable
                at March 31, 2007
            
            
            6,561,834Weighted
                average exercise price ofoptions
                granted to employeesat
                March 31, 2007
            
            $
            .60




WeightedNumber
              
              Average
              
              Weighted
              
              Number
              
              WeightedOutstanding
              
              Remaining
              
              Average
              
              Exercisable
              
              AverageExercise
              
              at
                  March
              
              Contractual
              
              Exercise
              
              at
                  March
              
              ExercisePrice
              
              31,
                  2007
              
              Life
              
              Price
              
              31,
                  2007
              
              Price$.50-$.85
              
              
              8,802,000
              
              
              7.5
              
              $
              0.55
              
              
              6,291,834
              
              $
              0.55$1.59-$2.00
              
              
              270,000
              
              
              5.0
              
              $
              1.73
              
              
              270,000
              
              $
              1.73




-14-




**NOTE
      9. COMMITMENTS AND CONTINGENCIES**





*Content
      Contracts*





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





Future
      minimum payments are approximately as follows:


Year
                  Ended March 31,2007
              
              $
              90,7502008
              
              
              89,395$
              180,145


*Employment
      Contracts*





In
      July
      2005, InfoByPhone entered into an employment agreement with Darryl Cohen for
      a
      term of three years at an annual minimum salary of $110,000, with additional
      bonuses and fringe benefits as determined by the Board of Directors. In April,
      2006 the Company increased the President’s base salary to $250,000 per year and
      provided for an automobile allowance of $6,840 per year.





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





*Financial
      Advisory Agreement*





In
      July
      2006, the Company entered into a financial advisory agreement for twenty-four
      months at a rate of $5,000 per month. The Company has prepaid the consulting
      fees through May 2007 and owes a remaining $65,000 in monthly fees through
      May
      2008. Pursuant to an underwriting agreement with its financial advisor, the
      Company is obligated to an exclusive period of twenty-four months commencing
      on
      March 1, 2007 and ending on February 28, 2009.





*Financial
      Consulting Agreement*





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





*Litigation*





The
      Company has been advised that there are 448,420 outstanding warrants to purchase
      common stock of the Company, a portion of which may still be exercisable despite
      former management’s representation and warranty that there were no outstanding
      warrants at the time of the Reverse Merger. Included in these warrants are
      300,000 claimed to be exercisable at $0.25 per share through August 15, 2007.
      The alleged holder of these warrants, a former consultant of the Company, has
      filed a lawsuit in the United States District Court for the Southern District
      of
      New York (06 CV 609) **** seeking
      specific performance of an agreement which provided for “piggyback” registration
      rights and seeking to have the Company include the 300,000 shares underlying
      the
      warrants in its pending registration statement on Form SB-2. Notwithstanding
      the
      fact that the subject matter of the lawsuit is still in dispute, the Company
      has
      agreed to register the shares. The Company has answered the complaint, denied
      the claims and the court has given the plaintiff until April 13, 2007 to amend
      its complaint or the Company will be given the opportunity to have the complaint
      dismissed.





In
      December 2005, the Company received a claim from an attorney for Marshall
      Stewart, the former CEO of the Company. Mr. Stewart was employed by the Company
      under an employment agreement dated September 1, 2004. Mr. Stewart was to be
      compensated $180,000 per year in base salary plus bonuses through August 31,
      2007. Mr. Stewart’s claim is for a breach of contract alleged to have occurred
      in late 2004 when the Company was under the control of Consumer Direct of
      America, the Company’s then-principal shareholder (“CDA”), and for CDA’s failure
      to advise the Company’s stockholders of the sale of the company until after the
      Reverse Merger. As of March 31, 200 7,
      the
      Company has not accrued any expense related to the claim and no further
      developments have occurred regarding this claim.





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




-15-




The
      Company has been advised by Pioneer Credit Recovery, Inc. that the U.S.
      Department of Treasury has placed with Pioneer an account owed to it by the
      Company’s former subsidiary, OWE. The former principals of OWE did not disclose
      that they and OWE had guaranteed three HUD loans in the aggregate amount of
      $151,980. In the event a claim is made against the Company by Pioneer, the
      U.S.
      government or any agency or instrumentality thereof, or any other party, the
      Company will seek indemnification from the former principals of OWE, **** CDA,
      and
      their respective affiliates under both the Exchange Agreement and an Assignment
      and Assumption of Liabilities Agreement dated May 23, 2005 that the Company
      entered into with the former principals in connection with the Reverse Merger.
      As of March 31, 2007, the Company has not accrued any amount for this guarantee.




**NOTE
      10. SUBSEQUENT EVENTS**




***Bridge
      Loan Financing***





Beginning
      in February, 2007, the Company commenced a bridge loan offering on a
“best-efforts” no minimum basis, of up to $3 million principal amount of 12%
      Senior Promissory Notes due and payable 90 days from the date of issuance unless
      extended by the Company for up to an additional 90 days. The Company will issue
      $0.50 warrants to purchase four shares of common stock for every $1.00 principal
      amount of notes issued. As of May 11, 2007, the Company had borrowed and
      additional $2,625,000 and closed the $3,000,000 offering. The Company issued
      warrants to purchase an aggregate 10,500,000 shares of common stock as part
      of
      the additional borrowing. The
      Company also will issue to the placement agent 3,600,000 warrants to purchase
      common stock in connection with such issuance of bridge notes.





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





On
      April
      12, 2007, the Company announced that it had entered into a letter of intent
      to
      acquire 100% of the capital stock of Expert System S.p.A. The transaction is
      subject to the Company obtaining required financing for the combined entity,
      audited financial statements, execution of employment agreements with
      management, necessary due diligence, the execution of a definitive acquisition
      agreement, third party and governmental consents and other customary closing
      conditions. This acquisition is contemplated to close within the next three
      to
      four months so long as the funding is in place to meet the terms of the letter
      of intent.




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





**Forward-Looking
      Statements**





Statements
      contained herein and elsewhere in this document that are not historical or
      current facts may constitute “forward-looking statements” within the meaning of
      the Private Securities Litigation Reform Act of 1995. Such forward-looking
      statements involve known and unknown risks, uncertainties and other factors
      that
      could cause the actual financial or operating results of the Company to be
      materially different from the historical results or from any future results
      expressed or implied by such forward-looking statements. Factors that could
      cause actual results to differ materially from those expressed or implied in
      any
      such forward-looking statements include: our ability to continue to lower our
      costs, our timely development and customers’ acceptance of our products, pricing
      pressures, rapid technological changes in the industry, increased competition,
      our ability to attract and retain qualified personnel, our ability to identify
      and successfully consummate future acquisitions, adverse changes in general
      economic conditions in the 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,” “plans” or similar expressions to be uncertain and
      forward-looking. The forward-looking statements contained herein are also
      subject generally to other risks and uncertainties that are described from
      time
      to time in the Company’s reports and registration statements filed with the
      Securities and Exchange Commission.




-16-




**General**





AskMeNow,
      Inc. is a holding company and parent of InfoByPhone, Inc., a Delaware
      corporation. InfoByPhone is a communications technology company that provides
      users of handheld cellular devices with access to information regardless of
      location through its AskMeNowTM 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 email or text message
      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 virtually anytime and anywhere, through virtually every
      current way that wireless technology allows people to communicate via a mobile
      device. Using proprietary software and proprietary methods, the service has
      the
      research capability to answer information-based questions, including questions
      regarding current news and events, sports scores, historical statistics,
      weather, entertainment, stock quotes and market data, driving directions, travel
      schedules and availabilities, emergency disaster information, comparison
      shopping, restaurant information and reservations, directory assistance, and
      random trivia (literature, history, science, etc.). Once information is accessed
      from third party strategic partners, it is refined to a format suitable for
      easy
      reading on the screen of a user’s mobile device and emailed or text messaged
      back to the user.





The
      service was launched from beta in November 2005. The release has been directed
      primarily to cell phone users in the U nited
      States 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**





Effective
      June 6, 2005, pursuant to a Securities Exchange Agreement and Plan of
      Reorganization, dated as of April 14, 2005, by and among the Company,
      InfoByPhone, Inc. and the shareholders of InfoByPhone, the Company acquired
      InfoByPhone in a reverse merger (the “Reverse Merger”). In connection with the
      transaction, InfoByPhone became a wholly-owned subsidiary of the Company, as
      the
      Company acquired all of the issued and outstanding shares of common stock of
      InfoByPhone and issued an aggregate of 5,586,004 shares of authorized but
      unissued shares of common stock, par value $0.01, of the Company that, with
      500,000 shares issued to Vertical Capital Partners, Inc. (n/k/a Arjent Ltd.)
      as
      a finder’s fee, constituted approximately 56% of the then-outstanding capital
      stock of the Company.





**Critical
      Accounting Policies**





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





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





*Revenue
      Recognition*





The
      Company currently provides two platforms for asking questions :
      SMS/text messaging and through a downloaded application. Users are charged
      on a
      monthly or per question basis but are not charged for the downloaded
      application.  The
      Company recognizes revenue for all submitted questions at the time of the
      inquiry, regardless of the method used to submit the question. For advertising
      space sold, the Company will recognize revenue over the period the advertisement
      is displayed. The Company recognizes revenue when persuasive evidence of an
      arrangement exists, delivery has occurred, the sales price is fixed or
      determinable, and collectability is probable.




-17-




*Research
      and Development*





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





*Foreign
      Currency Translation*





The
      functional currency of the Company is the United States dollar. The financial
      statements of the Company’s Philippines subsidiary are translated to the U.S.
      dollar using the period exchange rates as to assets and liabilities and average
      exchange rates as to revenues and expenses. Capital accounts are translated
      at
      their historical exchange rates when the capital transaction occurred. As of
      March 31, 2007, the translation adjustment was ($4,764).





*Recent
      Accounting Pronouncements*





SFAS
      No.
      155, “Accounting for Certain Hybrid Financial Instruments” and SFAS No. 156,
“Accounting for Servicing of Financial Assets” were recently issued. SFAS Nos.
      155, 156, 157,158, and 159 have no current applicability to the Company and
      have
      no current effect on its financial statements.





**Results
      of Operations**





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





**Three
      Months Ended March 31, 2007 as compared to Three Months Ended March 31,
      2006**





**Revenue** ******





Revenues
      for the three months ended March 31, 2007 were $5,805, an increase of $1,734,
      or
      43%, over revenues of $4,071 for the three months ended March 31, 2006.





The
      increase in our revenues was due to the Company rolling out its service on
      a per
      use basis to new subscribers of SMS service (text messaging). During the three
      month period ended March 31, 2007, the Company continued to generate revenue
      from various customers on a per use basis. In addition, the Company anticipates
      an increase in sales in the United States as it expands its current marketing
      program within the next six to twelve months.





**Costs
      and Operating Expenses**





*Cost
      of Revenue*





Cost
      of
      revenue for the quarter ended March 31, 2007 amounted to $304,398, an increase
      of $84,916, or 39%, over cost of revenue of $219,482 for the quarter ended
      March
      31, 2006. The increase relates primarily to an increase in payroll costs
      incurred by the Company as it implements its mobile services. The Company
      expects to continue to incur significant costs in its mobile services division
      as it continues to expand its services offering. Most of the costs are derived
      from its call center in the Philippines, fixed amounts paid to third-party
      content providers and its database content integration with Expert System S.p.A.





*Research
      and Development*





For
      the
      quarter ended March 31, 2007, our research and development expenditures were
      $24,231, a decrease of $44,198, or 65%, over expenses of $68,429 for the quarter
      ended March 31, 2006. The decrease was the result of a related reduction in
      R&D payroll costs incurred by the Company. Our research and development
      costs primarily relate to product development as the Company adds new features
      and upgrades to its mobile services technology. The Company expects to incur
      additional research and development expenses as it enhances its services and
      features.




-18-




*General
      and Administrative*





General
      and administrative expenses for the quarter ended March 31, 2007 amounted to
      $521,305, a decrease of $222,914, or 30%, over general and administrative
      expenses of $744,219 for the quarter ended March 31, 2006. The reduction is
      primarily the result of a reduction in advertising costs and consulting fees
      resulting in a cost savings of $105,000 and $103,000, respectively. The
      Company’s significant general and administrative costs are for travel,
      consulting fees, insurance premiums, facilities and office expenses, public
      and/or investor relations services, marketing-related costs, and
      amortization/depreciation charges.





*Professional
      Fees*





Professional
      fees for the three months ended March 31, 2007 were $637,249, an increase of
      $159,082, or 33%, over professional fees of $478,167 for the three month period
      ended March 31, 2006. The increase is related to an overall increase in
      financings, SEC filings, and agreements negotiated during the three months
      ended
      March 31, 2007. Professional fees consist of legal and accounting fees
      associated with the Company’s SEC reporting obligations and attorney fees
      associated with various contracts and agreements prepared on behalf of the
      Company.





*Salaries
      and Compensation*





Salaries
      and compensation expense for the three months ended March 31, 2007 increased
      by
      $570,672 to $1,042,396, or 121%, over expenses of $471,724 for the same period
      ended March 31, 2006. This increase is primarily related to the compensation
      expense taken pursuant to SFAS No. 123(R) for
      employee stock option plan and other officer and director compensation.





**Other
      Income/Expense**





*Interest
      Expense*





Interest
      expense during the quarter was $84,936 a decrease of $33,629 over interest
      expense of $118,565 for the same period ended March 31, 2006. The decrease
      was a
      result of the difference in debt discounts incurred during the periods relating
      to the warrants given to the debt holders as part of offerings.





**Net
      Loss**





The
      net
      loss for the three-month period ended March 31, 2007 before preferred dividends
      totaled $2,608,918, compared with $2,096,515 for the same period in 2006, an
      increase of $512,195 or 24%. The increase resulted primarily from the non-cash
      increase in compensation expense taken pursuant to SFAS No. 123(R) and increased
      professional fees and payroll costs. In addition, cumulative dividends on the
      outstanding Series A and Series B convertible preferred stock totaled $162,918
      for the three months ended March 31, 2007 compared with zero for the same period
      in 2006. The combined net loss applicable to common shareholders for the three
      months ended March 3 1,
      2007
      was $2,771,628, or $0.09 per share, on 29,932,243 weighted average common shares
      outstanding. This compared with the net loss applicable to common shareholders
      for the three-month period ended March 31, 2006 of $2,096,515, or $0.08 per
      share, on 25,967,012 weighted average common shares outstanding.





**Liquidity
      and Capital Resources**





Product
      development, the national rollout of our service,
      initial sales, financial advisors, expansion of service offerings, call center
      operational staffing in the Philippines, and administrative and executive
      personnel are and will continue to be the principal basis for our cash
      requirements. We have provided operating funds for the business since its
      inception through private offerings of debt and equity to U.S. accredited and
      foreign investors. We will be required to make additional offerings in the
      future to support the operations of the business until our products and services
      reach profitability and are fully introduced into the market. We used $1,023,248
      and $841,276 for the three months ended March 31, 2007 and 2006, respectively,
      in operating activities.





We
      were
      able to raise $1,001,000 in net proceeds from the sale of convertible preferred
      stock and bridge notes payable during the three months ended March 31, 2007,
      compared to $604,000 from notes payable for the same period in 2006. The
      proceeds of the preferred stock and bridge note offerings were used to continue
      product development, introduce the product into the market, and pay current
      operational expenses. At March 31, 2007, the Company had $41,165 cash on hand
      compared to $61,279 as of December 31, 2006. This cash position results from
      a
      continuing effort to pay the Company’s
      operating expenses and best manage available cash.




-19-




Our
      operations have been, and will continue to be, dependent upon management’s
      ability to raise operating capital in the form of equity. We have incurred
      significant operating losses since inception of the business. We expect that
      on-going operating expenditures will be necessary to successfully implement
      our
      business plan and develop, manufacture and market our products. Specifically,
      we
      anticipate that our total operating expenses will continue to increase in future
      periods as our sales increase. Included in these anticipated increases are
      salaries and benefits for additional employees, and increased marketing and
      advertising expenses. We also anticipate that our professional fees will
      continue to increase as we seek to raise additional capital. We cannot, however,
      at this time predict the amount of any of these increases. Our revenues are
      not
      sufficient to fund our operations for the next twelve months and we anticipate
      that we will incur losses for the foreseeable future until such time as we
      can
      significantly increase our revenues. Because of the early stage of our business,
      the highly competitive nature of our industry and our lack of sufficient working
      capital, it is unlikely that we will be able to increase our revenues in the
      near future to a level which will sustain our operations and enable us to report
      a profit. There can be no assurance that we will be able to obtain additional
      capital to meet our current operating needs or to complete licenses of
      technologies. If we are unable to raise sufficient adequate additional capital
      or generate profitable sales revenues, we may be forced to substantially curtail
      product development and other activities, and may be forced to cease operations.
      These factors as well as our net loss to date of $2,608,710 and net cash used
      in
      operations of $1,023,248 raise substantial doubt about our ability to continue
      as a going concern.




**Off-Balance
      Sheet Arrangements**





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




**Item
      3.*****Controls
      and Procedures***





**Evaluation
      of Disclosure Controls and Procedures**





The
      Company’s chief executive officer, who is also the Company’s chief financial
      officer, has
      reviewed and evaluated the effectiveness of the Company’s disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
      the Securities Exchange Act of 1934, as amended, the “Exchange Act”) as of the
      end of the period covered by this report. Based on that review and evaluation,
      our chief executive officer has concluded that our current disclosure controls
      and procedures are not effective, as designed and implemented, to ensure that
      such officer is provided with information related to the Company required to
      be
      disclosed in the reports filed or submitted by the Company under the Exchange
      Act and that such information is recorded, processed, summarized and reported
      within the time periods specified.





As
      part
      of the evaluation of the Company’s disclosure controls and procedures as of
      March 31, 2007, management considered the impact of weaknesses in such
      disclosure controls and procedures identified by management and the Company’s
      auditors. These weaknesses were identified as follows:





a)
            The
                Company lacked sufficient accounting
                personnel;


b)
            The
                Company lacked effective controls to ensure that accounts payable
                were
                entered on a timely basis and were complete and accurate;
                and


c)
            The
                Company lacked control procedures to ensure invoices were correctly
                calculated and billed in accordance with their contracted
                amounts.





During
      the three months ended March 31, 2007, the Company began instituting policies
      to
      improve its disclosure controls and procedures. These included but were not
      limited to the initiation of a new accounts payable software system, the hiring
      of additional accounting personnel to ensure accounts payable are entered in
      a
      timely and accurate manner, and the addition of control procedures to ensure
      that invoices are billed in accordance with the contract amounts.





**Changes
      in Internal Control over Financial Reporting**





During
      the quarter to which this report relates, there was no change in our internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.




-20-




**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. See also Note 10 above.





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





**Unregistered
      Sales of Equity Securities**





*Preferred
      Stock*





During
      the first quarter of 2007, the Company continued an offering of unregistered,
      restricted preferred stock to accredited investors in exchange for cash and
      raised an additional $725,000 during such period. As of March 31, 2007, the
      Company had completed the sale of an aggregate $6,705,000 of preferred stock
      Units in a private offering, which commenced on March 21, 2006. Each Unit
      originally consisted of (i) 5,000 shares of 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 an 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 terms of 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 then
      consisted of: (x) 5,000 shares of 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
      $5,375,000 of Units were given the opportunity to exchange their Series A
      preferred stock for Series B preferred stock and would receive warrants to
      purchase an additional 50,000 shares of the Company’s common stock for each Unit
      purchased.





In
      connection with the revised offering terms, the Company designated 1,600,000
      shares of Series B preferred stock, $0.01 par value. Each share has a face
      value
      of $10.00 and a 10% dividend rate, or $1.00 per share payable in-kind. The
      Series B preferred stock ranks senior to the Company’s common stock and on
      parity with the Series A preferred stock, and each share has
      a $10
      per share liquidation preference. The Series B preferred stock is convertible
      into the Company’s common stock at a price equal to $0.50 per share. The Series
      B preferred stock has no voting rights except as provided by the Delaware
      General Corporation Law. As of March 31, 2007, holders of an aggregate 285,000
      shares of Series A preferred stock had exchanged such shares for 285,000 shares
      of Series B preferred stock, representing a face amount of $2,850,000. As of
      March 31, 2007, the Company had issued and outstanding 237,500 shares of Series
      A preferred stock and 433,000 shares of Series B preferred stock.





*Common
      Stock*





In
      January 2007, the Company sold the placement agent 140,000 shares of unregistered
      restricted common
      stock at a price of $.001 per share in connection with the agent’s placement of
      shares of 10% (PIK) Series A Preferred Stock. The Company recorded the amount
      as
      a subscription receivable of $1,400 at March 31, 2007. The subscription
      receivable was offset as an administrative expense due to reimbursable costs
      incurred by the placement agent as of March 31, 2007.





Between
      January and March 2007, the Company issued an aggregate 165,000 shares of unregistered
      restricted common
      stock to a non-employee professional services firm for investor relations
      services. The Company determined a value for the shares of $74,400 based on
      the
      fair market value of the stock at the time the services were performed. The
      Company recorded the entire amount as an administrative expense at March 31,
      2007.





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




-21-




*Warrants*





In
      January, 2007, the Company amended warrants that
      had previously been issued to a financial advisor for services rendered to
      purchase 200,000 shares of common stock with an original exercise price of
      $.90
      per share, to reduce the exercise price of such warrants to $0.65 per share,
      the
      closing price of the Company’s common stock on the date of the amendment. The
      Company amended the warrants in consideration for additional services provided
      by the advisor. The Company recorded the fair market value of the amended
      warrants based on the fair value of each warrant estimated on the date of grant
      using the Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2007: dividend yield of zero, expected volatility
      of 240%, risk-free interest rate of 4.50%, and expected lives of five years.
      The
      Company recorded $130,000 in administrative expense for the amended warrants,
      which were fully vested and for which there was no additional service period,
      for the quarter ended March 31, 2007.




In
        January, 2007, the Company issued 1,000,000 common stock warrants with an
        exercise price of $.55 per share to a financial consultant for financial
        consulting and other services similar to those performed by a chief financial
        officer to be rendered pursuant to a one-year consulting agreement entered
        into
        with the consultant on January 29, 2007. The warrants vest 600,000 shares
        immediately with the remaining 400,000 vesting at twenty-five percent increments
        every ninety days until January 2008. During the quarter ended March 31,
        2007,
        the Company recorded the fair market value of the 667,778 vested warrants
        based
        on the fair value of each warrant estimated on the date of grant using the
        Black-Scholes option pricing model with the following weighted average
        assumptions used for grants in 2007: dividend yield of zero, expected volatility
        of 240%, risk-free interest rate of 4.50%, and expected lives of five years.
        The
        Company recorded $368,000 in professional fees for the quarter ended March
        31,
        2007.


During
      the quarter ended March 31, 2007, the Company also issued the following warrants
      related to the raising of debt and equity capital:




Warrants
                issued with new issuances of preferred stock Units
            
            
            1,450,000Warrants
                issued in conversion of Series A to Series B preferred
                stock
            
            
            1,250,000Warrants
                issued with Bridge notes payable
            
            
            1,500,000Warrants
                issuable to placement agent in Bridge financing
            
            
            450,000Total
            
            
            4,650,000




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




**Company
      Repurchases of Securities**





During
      the first quarter of fiscal 2007, neither the Company nor any affiliated
      purchaser of the Company purchased equity securities of the
      Company.





**Item
      3.*****Defaults
      Upon Senior Securities.***





On
      March
      1, 2006, Darryl Cohen, the Company’s Chief Executive Officer, loaned the Company
      $105,000. The bridge loan was completed on March 8, 2006 and is evidenced by
      a
      16% secured promissory note due on the earliest of the closing of One Million
      Dollars ($1,000,000) in debt, equity or other infusion of capital, or June
      30,
      2006. The principal balance outstanding at March 31, 2007 was $2,624 and the
      note is currently in default. The Company intends to pay the promissory note
      in
      full upon raising additional equity or debt.





In
      January 2006, Sand ro
      Sordi,
      a director of the Company, loaned the Company $100,000. The loan is evidenced
      by
      a 10% subordinated promissory note due 60 days from the date of issuance. As
      of
      March 31, 2007, the entire amount of the note remained outstanding and the
      note
      currently is in default. The Company intends to pay the promissory note in
      full
      upon raising additional equity or debt.





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





None.





**Item
      5.*****Other
      Information***





None.




**Item
      6.** ***Exhibits***





See
      Exhibit Index




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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:
              January 28, 2008
            AskMeNow,
              Inc.By:
            /s/ Darryl
              CohenDarryl
              Cohen, Chief Executive Officer(Principal
              executive officer andprincipal financial
              officer)




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**EXHIBIT
      INDEX**




ExhibitNumber
              
              Description10.1
              
              Service
                  agreement, January 10, 2007 between Material Events, LLC and
                  the Company.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.




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