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

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 2

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2005

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE TRANSITION PERIOD
      FROM _________ TO __________

                        Commission file number: 000-44971

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

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

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

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

                              4117 West 16th Square
                              Vero Beach, FL 32967
              (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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  There were a total of  13,999,900
shares of the registrant's  common stock, par value $.01 per share,  outstanding
as of August 15, 2005, and no other classes of Common Stock.

Transitional Small Business Disclosure Format (Check One): Yes: [ ] No: [X]

<PAGE>

Explanatory Paragraph

      This Form  10-QSB/Amendment  No. 2 of Ocean West Holding  Corporation (the
"Company")  for the period  ended June 30,  2005,  is being filed in response to
comments  issued  by  the  Staff  of  the  Securities  and  Exchange  Commission
concerning the operations of the Company prior to the merger of the Company with
InfoByPhone,  Inc.  on June 6,  2005.  Changes  have been made  primarily  to an
adjustment  for  impairment  of  goodwill;  summary  of  significant  accounting
policies; and Notes to Consolidated Financial Statements.


                                       2
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                        QUARTERLY REPORT ON FORM 10-QSB/A

                                 AMENDMENT NO. 2

                                TABLE OF CONTENTS

                                                                          PAGE #

                         PART I - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

    Consolidated Balance Sheet Restated -- As of June 30, 2005 (unaudited).....4

    Consolidated Statements of Operations -- Restated For the Three Months and
      Six Months Ended June 30, 2005, The three months ended June 30, 2004, and
      For the Period January 7, 2004 to June 30, 2004 (unaudited)..............5

    Consolidated Statements of Changes in Stockholders' Deficiency Restated for
      the Six Months Ended June 30, 2005 (unaudited) ..........................6

   Consolidated Statements of Cash Flows Restated -- For the Six Months Ended
      June 30, 2005 and For the Period January 7, 2004 to June 30, 2004
      (unaudited)..............................................................7

    Notes to Consolidated Financial Statements Restated (unaudited)............8

Item 2.  Management Discussions and Analysis and Plan of Operations...........21

Item 3.  Controls and Procedures..............................................24

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings....................................................24

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .........25

Item 3.  Defaults Upon Senior Securities......................................25

Item 4.  Submission of Matters to a vote of Security Holders..................25

Item 5.  Other Information....................................................26

Item 6.  Exhibits and Reports on Form - 8K....................................26

Signatures....................................................................26


                                       3
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEET RESTATED
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                                  June 30,
                                                                                                                   2005
                                                                                                               ------------
<S>                                                                                                            <C>
Assets
   Current assets:
      Cash and cash equivalents                                                                                $    230,926
      Prepaid and other current assets                                                                              163,983
                                                                                                               ------------
            Total current assets                                                                                    394,909
                                                                                                               ------------
   Property and equipment, net                                                                                      182,961
                                                                                                               ------------
   Other assets:
      Originated mortgage servicing rights                                                                           32,763

      Deposits                                                                                                       36,663
                                                                                                               ------------
      Total other assets                                                                                             69,426
                                                                                                               ------------
            Total assets                                                                                       $    647,296
                                                                                                               ============
Liabilities and Stockholders' Equity
   Current liabilities:
      Accounts payable                                                                                         $    623,113
      Accrued expenses                                                                                            1,176,293
      Deferred revenue                                                                                                1,437
      Current maturities of long-term debt                                                                          694,054
      Current maturity of capital lease obligation                                                                   24,520
      Warehouse lines of credit                                                                                     440,758
      Due to related party                                                                                           15,000
      Notes payable                                                                                                 100,000
                                                                                                               ------------
            Total current liabilities                                                                             3,075,175
                                                                                                               ------------
   Long-term liabilities:
      Long-term debt, less current maturities                                                                       397,595

      Total long- term liabilities                                                                                  397,595
                                                                                                               ------------
            Total liabilities                                                                                     3,472,770
                                                                                                               ------------
   Stockholders' equity:
      Preferred stock, $.01 par value, 10,000,000 shares authorized:
            Series C, 1,000 shares authorized, 0 shares issued and outstanding                                           --
            Series E, 680 shares authorized, 0 shares issued and outstanding                                             --
            Series F, 1,050 shares authorized, 0 shares issued and outstanding                                           --
            Series G, 2,000 shares authorized, 0 shares issued and outstanding                                           --
            Series I, 125 shares authorized, 0 shares issued and outstanding                                             --
            Series L, 1,000 shares authorized, 0 shares issued and outstanding                                           --
            Series M, 5,000 shares authorized, 0 shares issued and outstanding                                           --
            Series N 10,000 shares authorized, 0 shares issued and outstanding                                           --
      Class B common stock, $.01 par value, 5,000,000 shares authorized, and 0 shares issued and outstanding             --
      Class D common stock, $.01 par value, 600,000 shares authorized, 0 shares issued and outstanding                   --
Common stock, $.01 par value 30,000,000 shares authorized, 13,999,900 issued and outstanding                        140,000
      Additional paid-in capital                                                                                  8,549,580
      Deferred stock compensation                                                                                  (349,575)
      Accumulated deficit                                                                                       (11,165,479)
                                                                                                               ------------
         Total stockholders' deficiency                                                                          (2,825,474)
                                                                                                               ------------
            Total liabilities and stockholders' deficiency                                                     $    647,296
                                                                                                               ============
</TABLE>

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


                                       4
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF OPERATIONS RESTATED
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                              For the
                                                Three Months   Three Months   Six Months       Period
                                                   Ended          Ended         Ended        January 7 -
                                                  June 30,       June 30,      June 30,       June 30,
                                                    2005           2004          2005           2004
                                                -----------    -----------    -----------    -----------
                                                  Restated                     Restated
<S>                                             <C>            <C>            <C>            <C>
Revenues:
   Revenues from origination and sale
      of mortgage loans, net                    $   183,007    $        --    $   183,007    $        --

   Revenues from mobile services                      3,586             --          6,318             --
                                                -----------    -----------    -----------    -----------

Total revenues                                      186,593             --        189,325             --

Operating expenses:
   Cost of revenue mobile services                  175,265             --        221,264             --
   Payroll expense                                   91,531             --        213,233             --
   Research and development                          40,956         28,000         41,856         31,576
   Professional fees                                127,496         23,460        160,617         45,336
   Other general and administrative expenses        429,521         15,310        463,060         30,027
   Stock compensation expense                       932,364             --        988,614             --
   Impairment of goodwill                         6,338,357             --      6,338,357             --
                                                -----------    -----------    -----------    -----------

   Total operating expenses                       8,135,490         66,770      8,427,001        106,939
                                                -----------    -----------    -----------    -----------

Loss from operations                             (7,948,897)       (66,770)    (8,237,676)      (106,939)

Interest expense                                      8,655             --          8,962             --
Provision for income taxes                               --             --             --             --
                                                -----------    -----------    -----------    -----------
Net (loss) income                               $(7,957,552)   $   (66,770)   $(8,246,638)   $  (106,939)
                                                ===========    ===========    ===========    ===========

Net loss per common share - basic and diluted   $     (0.91)   $     (0.05)   $     (1.39)   $     (0.07)

Weighted average number of common shares
       outstanding basic and diluted              8,736,548      1,465,000      5,951,317      1,465,000
                                                ===========    ===========    ===========    ===========
</TABLE>

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


                                       5
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
     Consolidated Statement of Changes in Stockholders' Deficiency Restated
                     For the Six Months Ended June 30, 2005

<TABLE>
<CAPTION>
                           Preferred Stock          Common Stock
                          -----------------   -------------------------
                                                                           Additional                                     Total
                                                                            Paid in        Deferred      Accumulated   Stockholders'
                           Shares   Amount      Shares         Amount       Capital      Compensation      Defecit        Defeicit
                          -------  -------    ----------   ------------   ------------   ------------   ------------   ------------
<S>                            <C>      <C>    <C>         <C>            <C>            <C>            <C>            <C>
Balance December 31,
2004                           --       --     2,603,123   $     26,031   $    841,628   $   (178,125)  $ (2,918,841)  $ (2,239,307)

Sale of common stock           --       --     1,078,333         10,784        312,716                                      323,500

Stock issued for
services                       --       --     2,662,440         26,624        662,439                                      689,063

Stock issued for
consulting                     --       --     2,070,000         20,700        450,300       (471,000)                           --

Stock issued in
reverse merger                 --       --     5,586,004         55,860      6,282,497                                    6,338,357

Amortization of
consulting contracts           --       --                                                    187,050                       187,050

Amortization of
warrants                       --       --                                                    112,500                       112,500

Net loss for the six
months ended
June 30, 2005                  --       --                                                                (8,246,638)    (8,246,638)

Balance June 30, 2005          --       --    13,999,900   $    140,000   $  8,549,580   $   (349,575)  $(11,165,479)  $ (2,825,474)
</TABLE>

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


                                       6
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS RESTATED
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 Six Months      For the
                                                                   Ended          Period
                                                                  Restated     January 7 -
                                                                June 30, 2005  June 30, 2004
                                                                 -----------    -----------
<S>                                                              <C>            <C>
Cash flows (used for)  provided by operating activities:
       Net (loss) income                                         $(8,246,638)   $  (106,939)
Adjustments to reconcile net income
    to net cash (used in) operating activities:
       Depreciation and amortization                                  14,884          1,123

       Equity issued for services                                    988,614             --
       Impairment of goodwill                                      6,338,357
Changes in operating assets and liabilities:
    (Increase) decrease in assets:
       Decrease in other assets                                      180,000             --
       Increase in deposits                                            1,350             --
Increase in liabilities:
       Accounts payable and accrued expenses                         167,468             --
       Deferred revenue                                               (4,275)            --
       Increase in accrued expenses                                  324,184             --
                                                                 -----------    -----------

          Net cash used in for operating activities                 (236,056)      (105,816)
                                                                 -----------    -----------

Cash flows provided by (used in) investing activities:

       Acquisition proceeds                                          229,312             --
       Purchases of property and equipment                                --        (18,684)
                                                                 -----------    -----------

          Net cash provided by (used in) investing activities        229,312        (18,684)
                                                                 -----------    -----------

Cash flows provided by (used in) financing activities:
       Payments on debt                                             (180,000)            --
       Payments on capital lease obligations                          (3,393)            --
       Proceeds from notes payable                                   100,000             --
       Proceeds from issuance of common stock                        323,500        124,500
       Cash overdraft                                                  2,437             --
                                                                 -----------    -----------

          Net cash provided by financing activities                  237,670        124,500
                                                                 -----------    -----------

Net decrease in cash and cash equivalents                            230,926             --
Cash and cash equivalents, beginning of period                            --             --
                                                                 -----------    -----------

Cash and cash equivalents, end of period                         $   230,926    $        --
                                                                 ===========    ===========

Supplemental disclosure of cash flow information -
    Interest paid                                                $        --    $        --
                                                                 ===========    ===========
    Income taxes paid                                            $        --    $        --
                                                                 ===========    ===========

Supplemental disclosure of non-cash investing and financing
information

    Business Acquisition

          Fair value of assets acquired                          $   804,199    $        --
          Fair value of liabilities assumed                       (3,098,289)            --
                                                                 -----------    -----------
          Net liabilities acquired                               $(2,294,090)   $        --
          Fair value of stock issued                             $ 4,044,267    $        --
</TABLE>

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


                                       7
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

(1)   Summary of Significant Accounting Policies:

      Basis of Presentation:

      Ocean  West  Holding  Corporation  (OWHC)  was  organized  in the State of
      Delaware on August 15, 2000 as a holding  company with  negligible  assets
      and  liabilities.  During March 2002,  OWHC acquired all of the issued and
      outstanding   shares  of   preferred   and  common  stock  of  Ocean  West
      Enterprises,  Inc. dba Ocean West Funding  (OWE) in an exchange of shares.
      Since the  shareholders  of OWE are the  controlling  shareholders of OWHC
      after the exchange,  the transaction was treated as an acquisition by OWE,
      and the historical financial statements reflect the operations of OWE.

      Going Concern:

      Since inception through June 30, 2005, the Company has suffered  recurring
      losses  from  operations;   we  have  incurred  aggregate  net  losses  of
      $11,165,479.  The circumstances  raise substantial doubt about our ability
      to continue as a going concern.

      Nature of Business:

      OWE, a California C corporation,  was incorporated in November 1988 in the
      State of  California  for the  purpose of  engaging  in  mortgage  banking
      activities.  OWE is involved in the  process of  originating,  and selling
      loans  secured  by real  property  with one to four  units.  Our income is
      generated from loan origination fees and from gains from sales of mortgage
      loans on the secondary mortgage market and to private  investors.  We also
      generate revenues through fees, such as brokerage fees, underwriting fees,
      processing fees and document  drawing fees, in connection with the funding
      or brokering of a loan.

      Organization:

      On June 6, 2005,  InfoByPhone,  Inc.,  Inc.  consummated an agreement with
      Ocean  West  Holding  Corporation,  pursuant  to  which  InfoByPhone,  Inc
      exchanged  all of its  6,000,000  then  issued and  outstanding  shares of
      common stock for 6,000,000 shares or approximately 50% of the common stock
      of Ocean  West  Holding  Corporation.  As a result of the  agreement,  the
      transaction was treated for accounting purposes as a reverse merger by the
      accounting acquirer (InfoByPhone, Inc).

      Accordingly, the financial statements include the following:

      (1) The  balance  sheet  consists  of the net  assets of the  acquirer  at
      historical cost and the net assets of the acquiree at fair value.

      (2) The  statement of operations  includes the  operations of the acquirer
      for the periods presented and the operations of the acquiree from the date
      of the merger.

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

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

      Ocean  West  Holding   Corporation  and  its   wholly-owned   subsidiaries
      InfoByPhone,  Inc. InfoByPhone,  LLC and Ocean West Enterprises,  Inc. are
      hereinafter referred to as (the "Company").


                                       8
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

      Principles of Consolidation:

      The consolidated financial statements include the accounts of OWHC and its
      wholly owned subsidiaries,  InfoByPhone, Inc., InfoByPhone, LLC, and Ocean
      West  Enterprises,   Inc.  All  significant   intercompany   accounts  and
      transactions have been eliminated in consolidation.

      Use of Estimates:

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles 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 reported periods.  Significant  estimates made by the Company's
      management include,  but are not limited to, the realizability of mortgage
      loans held for sale, mortgage servicing rights and property held for sale,
      the collectibility of notes receivable, and the recoverability of property
      and equipment  through  future  operating  profits.  Actual  results could
      materially differ from those estimates.

      Concentration of Credit Risk:

      The  Company  maintains,  at times,  cash  balances  at certain  financial
      institutions in excess of amounts insured by federal agencies.

      For the quarter ended June 30, 2005, 2 buyers  purchased 80% and 12.5%, of
      loans funded.

      Cash and Cash Equivalents:

      For the purpose of the statement of cash flows, the Company  considers all
      highly liquid holdings with maturities of three months or less at the time
      of purchase to be cash equivalents.

      Restricted Cash:

      Restricted cash represents  amounts deposited in escrow for the Company to
      pay  expenses  for the  benefit of a borrower  who  advanced  funds to the
      Company.  For the quarter  ended June 30, 2005,  the balance of restricted
      cash was $0.

      Accounts Receivable:

      The Company is required to estimate  the  collectability  of its  accounts
      receivable.  The Company's  reserve for doubtful  accounts is estimated by
      management  based on a review of  historic  losses and the age of existing
      receivables from specific customers.  For the quarter ended June 30, 2005,
      the reserve for doubtful accounts was $0.

      Mortgage Loans Held for Sale:

      Mortgage  loans held for sale to investors are stated at the lower of cost
      or market value computed on the aggregate  method by residential loan type
      (unrealized  losses are offset by  unrealized  gains) and are evaluated at
      the end of each year, and are determined by outstanding  commitments  from
      investors or current investor yield requirements. The amount by which cost
      exceeds  market value is accounted  for as a valuation  allowance  and any
      changes in the valuation  allowance are included in the  determination  of
      net income. As of June 30, 2005, there was no valuation allowance required
      as the  balance  is $0.  The  balance  of the  loans  at March  31,  2005,
      approximately  $3.1 million  were sold to  investors  prior to the reverse
      merger on June 6, 2005.  Loans are  analyzed  on a  quarterly  basis as to
      their collectibiltiy from the guidelines imposed by each lending facility.
      For the six months  ended June 30, 2005 and the year ended  September  30,
      2004 there was no impairment  valuation recorded,  however during the year
      ended September 30, 2004, three loans totalling  $480,300 as part of loans
      held  for  investment  were  classified  as  impaired  as  loans  held for
      investment and revenue was reduced for the impairment. See footnote (3) of
      the notes to consolidated financial statements, herein.


                                       9
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

      Property and Equipment:

      Property and equipment are stated at cost, less accumulated  depreciation.
      Depreciation is recorded using the straight-line method over the estimated
      useful  lives of the  related  assets,  The  estimated  useful life of the
      computer  equipment  is five years and the  estimated  useful  life of the
      office  furniture and leaseholds is seven years.  Maintenance  and repairs
      are charged to operations  when incurred.  Major  betterments and renewals
      are  capitalized.  Gains or losses are recognized upon sale or disposition
      of assets.

      Mortgage Servicing:

      The Company recognizes as separate assets or liabilities the obligation to
      service mortgage loans for others, through loan origination, by allocating
      total costs incurred  between the loan and the servicing  rights  retained
      based on their  relative  fair values.  Amortization  of mortgage  service
      assets or rights  ("MSRs") is based on the ratio of net  servicing  income
      received in the current period to total net servicing  income projected to
      be realized from the MSRs.  Amortization of mortgage  service  liabilities
      ("MSLs") is based on the ratio of net servicing  costs paid in the current
      period to total net  servicing  costs  projected  to be paid from the MSL.
      Projected  net  servicing  income is in turn  determined  by the estimated
      future balance of the underlying  mortgage loan portfolio,  which declines
      over time from  prepayments and scheduled loan  amortization.  The Company
      estimates  future  prepayment rates based on current interest rate levels,
      other  economic  conditions  and  market  forecasts,  as well as  relevant
      characteristics of the servicing portfolio,  such as loan types,  interest
      rate   stratification   and  recent   prepayment   experience.   MSRs  are
      periodically  evaluated  for  impairment,   which  is  recognized  in  the
      statement of operations  during the applicable period through additions to
      an  impairment   reserve.   For  purposes  of  performing  its  impairment
      evaluation, the Company stratifies its servicing portfolio on the basis of
      certain risk  characteristics  including  loan type and interest rate. The
      Company has determined  that no impairment  allowance is needed as of June
      30, 2005.  Amortization  expense related to mortgage  servicing rights for
      the quarter ended June 30, 2005 was $1,608.

      Revenue and Cost Recognition:

      Revenue  from the sale of loans is  recognized  at the time the  loans are
      sold  or when  the  Company  has  shipped  the  loan  file to  independent
      investors  consistent  with the  criteria  established  in SFAS  No.  140,
      "Accounting   for  Transfers   and  Servicing  of  Financial   Assets  and
      Extinguishments  of  Liabilities."  At  this  point,  all of the  services
      required to be  performed  for such  revenues  have been  completed.  Loan
      origination costs and incremental direct costs are deferred and recognized
      over the term of the loan as an  adjustment  of the loan  yield  until the
      loan is sold.  Incremental direct costs include credit reports,  appraisal
      fees,  document  preparation fees, wire fees, tax and filing fees, funding
      fees and commissions.  When the loan is sold and service is released,  the
      unamortized  loan origination  costs and incremental  direct selling costs
      are  netted   against  the  revenue  and  recorded  to  the  statement  of
      operations.  Revenue from the  servicing of loans is recognized as earned.
      The  Company  was not  required  to  repurchase  any loans for the  fiscal
      periods ended September 30, 2004, September 30, 2003 and as of the date of
      this amended filing.  Management preforms a quality control review of each
      file  before  funding  the loan to  ensure  that  the  loan  met  investor
      guidelines  for  purchase.  Additionally,  all loans  were reveiwed by the
      purchasing investor prior to purchase to verify program eligibility.


                                       10
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

      Revenue Recognition - Mobile devices

      Revenue is recognized over the service  period.  The Company bills for its
      services  one year in advance.  All  prepaid  annual  service  revenue was
      deferred and recognized over the service period.

      Basic and Diluted Loss Per Share:

      In accordance with SFAS No. 128,  "Earnings Per Share," the basic loss per
      common  share is  computed  by  dividing  net  loss  available  to  common
      stockholders after reducing net income by preferred stock dividend, by the
      weighted  average  common shares  outstanding  during the period.  Diluted
      earnings per share  reflect per share  amounts that would have resulted if
      diluted  potential common stock had been converted to common stock.  Stock
      warrants  were not included in the  computation  of loss per share for the
      periods  presented  because their  inclusion is  anti-dilutive.  The total
      potential dilutive warrants and stock options outstanding at June 30, 2005
      were 951,543 and 821,000, respectively.  There were no dilutive securities
      outstanding for the period ended June 30, 2004.

      General and  Administrative:

      The Company  records  office  costs,  rent,  travel,  insurance  and other
      overhead costs as general and administrative costs.

      Advertising:

      The Company expenses advertising costs as incurred.  The advertising costs
      for the six months  ended June 30, 2005 and the period ended June 30, 2004
      were $74,208 and $0, respectively.

      Income Taxes:

      The Company accounts for income taxes under SFAS No. 109,  "Accounting for
      Income  Taxes."  Under  the asset and  liability  method of 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 the  enactment  occurs.  A
      valuation  allowance is provided for certain  deferred tax assets if it is
      more likely than not that the Company will not realize tax assets  through
      future operations.  The usage of our prior years net operating losses will
      be limited to a change in ownership  under  Internal  Revenue Code Section
      382, which occurred in 2005.  These net operating  losses expire from 2005
      to 2025. The Company has recorded a 100% valuation  allowance against any
      deferred tax assets.

      Fair Value of Financial Instruments:

      The  Company has adopted  SFAS No. 107,  "Disclosures  About Fair Value of
      Financial  Instruments."  SFAS No. 107 requires  disclosure  of fair value
      information about financial instruments when it is practicable to estimate
      that value. For certain of the Company's financial  instruments  including
      cash, receivables, and accounts payable and accrued expenses, the carrying
      amounts approximate fair value due to their short maturities.  The amounts
      shown for notes  payable  also  approximate  fair  value  because  current
      interest  rates and terms  offered to the  Company  for  similar  debt are
      substantially the same.

      Stock Based Compensation:

      "The Company has elected to follow the intrinsic  value method APB Opinion
      No.25,  Accounting  for Stock Issued to Employee,  in  accounting  for its
      employee  stock  options  for  each  period  presented.   Accordingly,  no
      compensation  expense is recognized in the Company's financial  statements
      because the exercise  price of the Company's  employee stock option equals
      the market price of the  Company's  common stock on the date of the grant.
      If  under  Financial   Accounting   Standards  Board  Statement  No.  123,
      Accounting   for  Stock  Based   Compensation,   the  Company   determined
      compensation  costs  based on fair  value at the grant  date for its stock
      options, net earnings and earnings per share. See Note 11.


                                       11
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005


      Research and Development:

      Research and development  expenses  include payroll and employee  benefits
      costs associated with product development. The Company has determined that
      technological  feasibility  for its software  products is reached  shortly
      before the products  are  released.  Costs  incurred  after  technological
      feasibility is established are not material, and accordingly, all research
      and development costs are expensed when incurred.  We account for research
      and   development   costs   in   accordance   with   several    accounting
      pronouncements,  including SFAS 2, Accounting for Research and Development
      Costs.

      Recent Accounting Pronouncements:

      Statement of Financial  Accounting  Standards ("SFAS") No. 151, "Inventory
      Costs - an amendment of ARB No. 43, Chapter 4", SFAS No. 152,  "Accounting
      for  Real  Estate  Time-Sharing   Transactions  -  an  amendment  of  FASB
      Statements  No. 66 and 67," and SFAS No. 153,  "Exchanges of  Non-monetary
      Assets - an amendment of APB Opinion No. 29," were recently  issued.  SFAS
      Nos.  151,  152 and 153 have no current  applicability  to the Company and
      have no effect on the financial statements.

      The  adoption  of SFAS  150  will  not  have an  impact  on the  Company's
      consolidated financial position, results of operations or cash flows.

      The adoption of SFAS 123(R) "Share-based Payment" was recently issued. The
      Company  has  not  determined  the  effect  of  123(R)  on  the  financial
      statements.

      Business Segments:

      The Company operates in two segments, mobile services and mortgage banking
      divisions.

(2)   Restatement of Financial Statements:

      The financial  statements  for the three and six months June 30, 2005 have
      been  restated due to the Company  determining  that the spin-off of Ocean
      West  Enterprise  could not occur until  approved by the SEC.  The Company
      recorded the operations in accordance with SFAS 144 paragraph 27.


                                       12
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

                                     ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS                                                                           As filed      Adjustments        Amended
                                                                                       ------------    ------------    ------------
<S>                                                                                    <C>             <C>             <C>
  Cash                                                                                 $      1,614         229,312    $    230,926
  Prepaid and other assets                                                                                  163,983         163,983
                                                                                       ------------    ------------    ------------
 Total Currents Assets                                                                        1,614         393,295         394,909

PROPERTY AND EQUIPMENT, NET                                                                  19,983         162,978         182,961

OTHER ASSETS

  Originated mortgage serving rights                                                                         32,763          32,763
Deposits                                                                                      1,500          35,163          36,663
                                                                                       ------------    ------------    ------------

  TOTAL ASSETS                                                                         $     23,097         624,199    $    647,296
                                                                                       ============    ============    ============

                                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Account payable                                                                        $    270,092         353,021    $    623,113
Accrued expenses                                                                             56,219       1,120,074       1,176,293
Deferred revenue                                                                              1,437              --           1,437
Current maturities of long-term debt                                                                        694,054         694,054
Current maturities of capital lease obligations                                                              24,520          24,520
Warehouse lines of credit                                                                                   440,758         440,758
 Due to related party                                                                                        15,000          15,000
Notes payable                                                                               100,000              --         100,000
                                                                                       ------------    ------------    ------------
 Total Current Liabilities                                                                  427,748       2,647,427       3,075,175

LONG TERM LIABILITIES
Long term debt, less maturities of current debt                                                             397,595         397,595
                                                                                       ------------    ------------    ------------

TOTAL LIABILITIES                                                                           427,748       3,045,022       3,472,770

COMMITMENTS AND CONTINGENCIES                                                                    --                              --

STOCKHOLDERS' DEFICIENCY
Preferred stock $0.01 par value, authorized 10,000,000 shares
none issued and outstanding                                                                      --                              --
Preferred stock Series C 1,000 shares authorized none issued and outstanding                     --                              --
Preferred stock Series E 680 shares authorized none issued and outstanding                       --                              --
Preferred stock Series F 1,050 shares authorized none issued and outstanding                     --                              --
Preferred stock Series G 2,000 shares authorized none issued and outstanding                     --                              --
Preferred stock Series I 125 shares authorized none issued and outstanding                       --                              --
Preferred stock Series L 1,000 shares authorized none issued and outstanding                     --                              --
Preferred stock Series M 5,000 shares authorized none issued and outstanding                     --                              --
Preferred stock Series N 10,000 shares authorized none issued and outstanding                    --                              --
Class B common stock $0.01 par value, 5,000 000 authorized none issued and outstanding           --                              --
Class D common stock $0.01 par value, 600 000 authorized none issued and outstanding             --                              --
Common stock $0.01 par value, authorized 30,000,000 shares                                       --                              --
13,999,900 shares issued and outstanding                                                    140,000                         140,000
Additional paid-in capital                                                                2,211,223       6,338,357       8,549,580
Deferred stock compensation                                                                (349,575)                       (349,575)
Accumulated deficit                                                                      (2,406,299)     (8,759,180)    (11,165,479)
                                                                                       ------------    ------------    ------------
 Total Stockholders' Deficiency                                                            (404,651)     (2,420,823)     (2,825,474)
                                                                                       ------------    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                         $     23,097    $    624,199    $    647,296
                                                                                       ============    ============    ============
</TABLE>


                                       13
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

<TABLE>
<CAPTION>
                                           For the three Months ended June 30, 2005      For the Six Months ended June 30, 2005
                                           -----------------------------------------    -----------------------------------------
REVENUE                                     As Filed      Adjustments      Amended        As Filed     Adjustments      Amended
                                           -----------    -----------    -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>            <C>            <C>
Origination and sale of mortgages          $        --    $   183,007    $   183,007    $        --    $   183,007    $   183,007
Revenue from mobile devices                      3,586             --          3,586          6,318             --          6,318
                                           -----------    -----------    -----------    -----------    -----------    -----------
                                                 3,586        183,007        186,593          6,318        183,007        189,325
COSTS AND OPERATING EXPENSES

Cost of revenue mobile services                175,265             --        175,265        221,264             --        221,264
Payroll expense                                 38,204         53,327         91,531        159,900         53,333        213,233
Research and development                        40,956             --         40,956         41,856             --         41,856
Professional fees                              108,894         18,602        127,496        142,015         18,602        160,617
General and administrative expenses             26,282        403,239        429,521         59,827        403,233        463,060
Stock compensation                             932,364             --        932,364        988,614             --        988,614
Impairment of goodwill                                      6,338,357      6,338,357                     6,338,357      6,338,357
                                           -----------    -----------    -----------    -----------    -----------    -----------
  Total Operating Expesnes                   1,321,965      6,813,525      8,135,490      1,613,476      6,813,525      8,427,001
                                           -----------    -----------    -----------    -----------    -----------    -----------

NET LOSS FROM OPERATIONS                    (1,318,379)    (6,630,518)    (7,948,897)    (1,607,158)    (6,630,518)    (8,246,638)

Interest                                         3,989          4,666          8,655          4,296          4,296          8,962
Income taxes                                        --             --             --             --             --             --
                                           -----------    -----------    -----------    -----------    -----------    -----------
                                                 3,989          4,666          8,655          4,296          4,296          8,962

NET LOSS                                   $(1,322,368)   $(6,635,184)   $(7,957,552)   $(1,611,454)   $(6,635,184)   $(8,246,638)
                                           ===========    ===========    ===========    ===========    ===========    ===========
Weighted average number of common shares
 outstanding - basic and diluted             8,736,548                     8,736,548      5,951,317                     5,951,317
                                           -----------    -----------    -----------    -----------    -----------    -----------
                                           $     (0.15)                  $     (0.91)   $     (0.27)                  $     (1.39)
                                           ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>


                                       14
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

(3)   Going Concern:

      As reflected in the accompanying  financial statements,  at June 30, 2005,
      the Company has a net loss of $8,246,638,  a working capital deficiency of
      $2,680,266,  a  stockholders'  deficiency of  $2,825,474  and used cash in
      operations  of  $236,056.  In  addition  to the need for  capital to cover
      ongoing operating  expenses,  the Company estimates that it may require up
      to  $410,000  per  month  to  launch  its  product.  These  factors  raise
      substantial  doubt  about the  Company's  ability to  continue  as a going
      concern.  The Company's  continued existence is dependent upon its ability
      to raise  capital and to  successfully  market and sell its products  (See
      Note (1) The  financial  statements  do not include any  adjustments  that
      might be  necessary  should the  Company be unable to  continue as a going
      concern.

(4)   Originated Mortgaging Servicing Rights:

      A summary is as follows:

                                                                 June 30,
                                                                   2005
                                                                 --------
      Balance, beginning of period                               $ 35,979
      Additions, net                                                   --
      Less accumulated amortization                                (3,216)
                                                                 --------

      Balance, end of period                                     $ 32,763
                                                                 --------

      The estimated fair market value of mortgage servicing rights  approximated
      their  respective  book values as of June 30, 2005.  The fair market value
      was  determined by  discounting  estimated net future cash flows from loan
      servicing  using  discount and repayment  rates that  approximate  current
      market rates.  Fair market value was determined by  discounting  estimated
      net future cash flows from loan  servicing  using  discount and  repayment
      rates that approximate current market rates.

(5)   Due to related party

      Due to related party reprents an amount advanced from a related party. The
      amount is non interest bearing and is payable upon demand.

(6)   Warehouse Lines of Credit:

      At September 30, 2002, the Company's  subsidiary,  Ocean West  Enterprises
      had a  $15,000,000  mortgage  loan  purchasing  warehouse  line with First
      Collateral   Services,   collateralized  by  the  related  mortgage  loans
      receivable  with a carrying  value of  $18,927,137  at September 30, 2002.
      Interest was due monthly at the bank  reference  rate plus an  established
      percentage  (totaling 4.3% at September 30, 2002).  At September 30, 2002,
      the   outstanding   balance  under  the  warehouse   line  of  credit  was
      $18,226,626.  First Collateral ceased providing Ocean West funds under the
      line  effective  April 30,  2003.  The  remaining  balance  on the line is
      $440,758  at June  30,  2005.  The  payment  of  this  facility  is  being
      negotiated  pursuant  to the  terms  of the  Exchange  Agreement,  and the
      Assignment and Assumption of Liabilities  Agreement dated May 23, 2005, by
      and  between  Ocean  West's  former  management  and its  former  majority
      shareholder (84.9%) Consumer Direct of America.

      The Company's  subsidiary,  Ocean West  Enterprises,  had a line of credit
      with  Provident  Consumer  Financial  Services  which was  $8,000,000  and
      Warehouse One which was  $5,000,000.  Due to the reverse merger on June 6,
      2005, the Company has paid their respective balances in full, $1.2 million
      to  Provident  and  $336,000  to  Warehouse  One  and has  terminated  the
      facilities. At the time of the termination the Company was in default with
      its facility with Warehouse One. The loan agreement governing the terms of
      the  Warehouse  One  line  of  credit  contained  a  restrictive  covenant
      requiring  the  Company  to  maintain  a  minimum  corporate  net worth of
      $3,000,000 and a minimum combined  corporate/guarantor  tangible net worth
      of  $7,000,000.  As of June  30,  2005  the  stockholders'  equity  of the
      Company's  subsidiary was  $(161,795),  per the terms of the contract this
      has created an event of default.

      Interest expense incurred under the warehouse lines of credit was $370 for
      the quarter ended June 30, 2005.


                                       15
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

(7)   Long-Term Debt:

      A summary of long-term debt is as follows:

<TABLE>
<CAPTION>
                                                                                     June 30,
                                                                                       2005
                                                                                   -----------
<S>                                                                                <C>
Note payable to an individual, bearing interest at 12% per annum, payable in
monthly interest installments with all unpaid principal and interest due
December 1, 2003. (A)                                                                  182,626

Note payable to an individual, bearing interest at 12% per annum, payable in
monthly interest installments with all unpaid principal and interest due
March 1, 2004. (A)                                                                     135,000

Note payable to an individual, bearing interest at 12% per annum, payable in
monthly interest installments with all unpaid principal and interest due
November 1, 2003. (A)                                                                  250,000

Note payable to an individual, bearing interest at 10% per annum, payable in
monthly interest and principal installments of $2,193.93 with all unpaid
principal and interest due December 31, 2019                                           148,363

Note payable to former stockholder, bearing interest at 14% per annum payable in
monthly payments of $2,203 including principal and interest; with all unpaid
principal and interest due April 1, 2017                                               249,232

Note payable to Indy Mac,  bearing  interest at 0% per annum  payable in monthly
payments of $12,500 with all unpaid principal due October, 2005                        126,428
                                                                                     1,091,649
Less current maturities                                                               (694,054)
                                                                                   -----------

Total                                                                              $   397,595
                                                                                   ===========
</TABLE>

      (A) These loans have not been paid as of their due dates. The loans are in
      the name of the subsidiary  Ocean West  Enterprises and as such management
      is in the  process of  negotiating  payment  and terms as  pursuant to the
      Share Exchange Agreement, and the Assignment and Assumption of Liabilities
      Agreement  dated  May  23,  2005,  by  and  between  Ocean  West's  former
      management and its former majority  shareholder (84.9%) Consumer Direct of
      America.  The loans are unsecured and  the  individual  notes holder could
      pass legal action to enforce their rights under each note agreement.

      Interest  expense  for the three and six months  ended June 30,  2005 were
      $8,655 and $8,962.

      Interest expense incurred under related party debt obligations amounted to
      $0 and $0, for the three and six months ended June 30, 2005.


                                       16
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

(8)   Acquisition of Ocean West Enterprises

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

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

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

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

      The operating  results of Ocean West Enterprises have been included in the
      consolidated  statements of operations from the acquisition  date (June 6,
      2005).  The  Company's  unaudited  proforma  results  for the tree and six
      months ended June 30, 2005 assuming the reverse merger occurred on January
      1, 2005 is as follows:

                                              3 months ended      6 months ended
                                              June 30, 2005       June 30, 2005

Net sales                                      $   792,197         $ 1,441,244
                                               ===========         ===========
Net loss                                       $(7,918,859)        $(8,543,835)
                                               ===========         ===========
Basic loss per share                           $      (.91)        $     (1.44)
                                               ===========         ===========
Weighted average shares                          8,736,548           5,951,317

      These  unaudited  proforma  results  have been  prepared  for  comparative
      purposes  only and do not  purport  to be  indicative  of the  results  of
      operations that actually would have resulted had the merger been in effect
      January 1, 2005 or the future results of operations.


                                       17
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

(9)   Commitments and Contingencies:

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

      Litigation

      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 wholly-owned subsidiary OWE. The former principals of OWE
      and the Company did not disclose to InfoByPhone or current management that
      they and OWE had  guaranteed  three HUD loans in the  aggregate  amount of
      $151,980 and any other  unpaid  loans.  Such amount have been  recorded in
      accrued liabilities at June 30, 2005.

      The Company has received a claim from the former CEO of the  Company.  The
      CEO was  employed  by the  Company  under an  employment  agreement  dated
      September 1, 2004. The CEO was to be compensated $180,000 per year in base
      salary plus bonuses through August 31, 2007. The CEO claim is for a breach
      of  contract  alleged to have  occurred  in late 2004 under the control of
      prior management and for prior management  failure to advise the Company's
      shareholders of the sale of OWHC until after the Closing.  The Company has
      not accrued  any  amounts due to the former CEO and intends to  vigorously
      defend itself.

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

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

(10)  Stockholders' Equity:

      The  Company's  Articles  of  Incorporation   authorize  the  issuance  of
      10,000,000  shares  of $.01  par  value  preferred  stock.  The  Board  of
      Directors  has the power to designate  the rights and  preferences  of the
      preferred stock and issue the preferred stock in one or more series. As of
      June 30, 2005, the Company has no preferred stock outstanding.

      On June 2, 2005, Ocean West Enterprises Corp. received 5,586,004 shares
      of common stock in a reverse merger transaction with InfoByPhone (See Note
      1).

      During  2005,  the Company  issued  2,662,400  shares of common  stock for
      services valued at $689,064.  The Company recorded the value of the shares
      at the fair value on the date of issuance  based on recent  cash  offering
      prices.

      During  2005,  the Company  issued a total of  2,070,000  shares of common
      stock valued at $471,000 to four  consultants  for  services.  The Company
      recorded the value of the shares at the fair value on the date of issuance
      based on recent cash offering  prices.  For the three and six months ended
      June 30, 2005, the Company recognized $187,050 and $187,050, respectively,
      in expenses.


                                       18
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

      During  2005,  the  Company  issued  1,078,333  shares of common  stock to
      individuals for cash of $323,500.  During 2004, the Company issued 300,000
      common  stock  options  with an  exercise  price  of $.25  consultant  for
      services.  The Company recorded the fair value of the options based on the
      intrinsic value of $225,000, which was the difference between the exercise
      price and the fair value of the common stock on the date of grant. For the
      three and six months ended June 30, 2005, the Company  recognized  $56,250
      and $112,500, respectively, in expenses.

      During 2004, the Company sold a total of 483,123 units that consist of one
      share of common stock and one detachable  warrant to purchase one share of
      common stock at an exercise  price of $2.00 per share that  expires  three
      years from the date of issuance for gross proceeds of $483,123.

      The Company has 448,420  outstanding  warrants to purchase common stock at
      prices  between $0.25 and $1.25 stock of the Company,  which are currently
      in dispute (See note 7.).

(11)  Stock Option Plan:

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

      During June 2005,  the Company  granted  821,000  stock options to certain
      employees.   The   Company   applies   APB  Opinion  No.  25  and  related
      interpretations  in  accounting  for stock  options  issued to  employees.
      Accordingly,  no compensation  cost has been recognized for options issued
      to employees.  Had  compensation  cost been  determined  based on the fair
      market value at the grant date,  consistent  with SFAS 123, the  Company's
      net loss for the six months  would have changed to the  pro-forma  amounts
      indicated below.

      Net loss available to common shareholders:                    2005
                                                                 -----------
        As Reported                                              (8,246,638)
        Pro Forma                                                (8,427,501)

      Basic and diluted loss per share:
        As Reported                                                   (1.39)
        Pro Forma                                                     (1.41)

      The fair  value of each  option  grant is  estimated  on the date of grant
      using the Black-Scholes  option pricing model with the following  weighted
      average  assumptions  used for  grants  in 2005,  dividend  yield of zero,
      expected  volatility of 52%;  risk-free  interest rates of 4.125% expected
      lives of two years.

      A summary of the status of Company's stock option plan as of June 30, 2005
      and the changes during the periods then ended is presented below:

                                                                   Weighted
                                                                    Average
      Fixed Options                                Shares       Exercise Price
      ---------------------------------------  --------------   --------------
      Outstanding at beginning of year                     --   $           --
      Granted                                         821,000              .69
                                               --------------   --------------
      Outstanding at June 30, 2005                    821,000   $          .69
                                               ==============   ==============
      Options exercisable at June 30, 2005            410,500
                                               ==============

      Weighted average fair value of options
      granted to employees during period ended
      June 30, 2005                            $          .69
                                               ==============

                                Weighted
                    Number       Average    Weighted    Number     Weighted
                 Outstanding    Remaining    Average  Exercisable   Average
    Exercise     at June 30,   Contractual  Exercise  at June 30,   Exercise
      Price         2005          Life        Price      2005        Price
   ----------   -------------  -----------  --------  -----------  ---------
   $       .69      821,000          5.0        .69       410,500   $    .69


                                       19
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS RESTATED
                                   (UNAUDITED)
                                  JUNE 30, 2005

(12)  Business Segments:

      The Company had two operating  segmentsin  2005. In 2004, the Company only
      had one operating segment,  mobile services. They are organized internally
      primarily by the type of service  performed.  The  Company's two operating
      segments include mobile devices division and its mortgage banking company.
      The  accounting  policies of the segments are the same as described in the
      summary of significant  accounting  policies.  There are no  inter-segment
      sales.

                                                 Mortgage       2005
                              Mobile Services    Banking       Total
                              ---------------  -----------    -----------
      Revenue                   $     6,318    $   183,007    $   189,325
      Net income (loss)          (1,611,454)    (6,635,184)    (8,246,638)
      Assets                         23,097        624,199        647,296

(13)  Subsequent Events:

      After June 30, 2005, the Company raised  $3,200,000 in a private placement
      of   its   securities,   on  a   best   efforts,   minimum-maximum   basis
      (the"Offering").  As of July 31,  2005,  the Company  had sold  10,666,669
      shares of the  Company's  Common  Stock  (the  "Shares")  for total  gross
      proceeds of $3,200,000. The Company received net proceeds of approximately
      $2,784,000,  after  deducting fees payable to the placement  agent.  These
      fees included a 10% commission equal to $320,000, payable in cash plus the
      placement agent also received shares of Common Stock,  equal to 10% of all
      shares  sold  for  a  total  of  969,645  shares  of  Common  Stock,  a 3%
      non-accountable expense allowance of $96,000, as well as other transaction
      expenses  payable by the  Company.  It should be noted that the  placement
      agent paid other selected  dealers a fee equal to 10% cash  commission and
      10% of all shares placed by each selected dealer. The proceeds received in
      this  Offering  will  first be used to  repay  approximately  $100,000  of
      outstanding  principal and accrued  interest owed to Allied  International
      Fund. The remaining  proceeds from this Offering will be used for research
      and development,  marketing and for working capital and general  corporate
      uses.

      In July 2005,  the Company  repaid its $100,000  secured  promissory  note
      dated March 15, 2005.

      In July 2005 , the Company entered into an employment  agreements with its
      President  for a term of  three  years  at an  annual  minimum  salary  of
      $110,000 with  additional  bonuses and fringe  benefits.  The Company also
      issued the President 200,000 common stock options.

      In July 2005 , the Company  entered into an employment  agreements with an
      executive for a term of one year at an annual  minimum  salary of $110,000
      with additional  bonuses and fringe benefits.  The Company also issued the
      executive 50,000 common stock options.


                                       20
<PAGE>

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

General

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

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

We anticipate  launching the product from beta in the Fall of 2005.  The release
will be primarily to cell phone users in the U.S. and Canada.  We will utilize a
national  marketing  program via a television  commercial that will run on local
cable  networks  in the top 100  markets in the U.S.  Our product is expected 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   whereby  our  customers  purchase  ring  tones,
wallpaper, games and other items.

Ocean West  Enterprises  is a  wholesale  and retail  mortgage  banking  company
primarily  engaged in the business of  originating  and selling loans secured by
real  property  with one to four  units.  Our  income  is  generated  from  loan
origination  fees and from gains from sales of mortgage  loans on the  secondary
mortgage  market and to private  investors.  We also generate  revenues  through
fees, such as brokerage fees,  underwriting  fees,  processing fees and document
drawing fees, in connection with the funding or brokering of a loan.

We are in the process of relocating our corporate offices to Southern California
and expect to have a number of our staff relocate to our new office.

Reverse Merger

Pursuant to a Securities Exchange Agreement and Plan of Reorganization  dated as
of  April  5,  2005,  by and  among  the  Company,  InfoByPhone,  Inc.  and  the
shareholders of InfoByPhone  ("Exchange  Agreement") effective June 6, 2005, the
Company  acquired  InfobyPhone,  a  Delaware  corporation,  in a reverse  merger
pursuant to which InfoByPhone  became a wholly-owned  subsidiary of the Company,
as the Company  acquired (i) all of the issued and outstanding  shares of common
stock of  InfoByPhone  in  exchange  for an  aggregate  of  6,000,000  shares of
authorized,  but  unissued,  shares of  common  stock,  par  value  $0.01 of the
Company,  which  together with the 500,000  shares issued as a finder's fee then
constituted approximately 56% of the capital stock of the Company.

Forward-Looking Statements

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

                                       21
<PAGE>

Results of Operations

Three and six-month periods ended June 30, 2005, as compared to the three months
ended June 30,  2004 and the period of January 7, 2004  (inception)  to June 30,
2004

      In March 2002 we acquired Ocean West  Enterprises,  a wholesale and retail
mortgage  banking  company  which  was  primarily  engaged  in the  business  of
originating  and selling  loans secured by real property with one to four units.
Following  that  acquisition,  our revenues were  primarily  generated from loan
origination  fees and  gains  from  sales  of  mortgage  loans on the  secondary
mortgage  market and to private  investors.  Our ability to finance and purchase
mortgage  loans  depended  on our  ability  to secure  and  maintain  sufficient
warehouse  lines of credit.  Beginning  with the loss of our  primary  lender in
April 2003,  coupled with higher costs  associated with other warehouse lines of
credit and our  inability to comply with certain loan  covenants  which  further
restricted  our ability to fund new  mortgages,  in fiscal 2004 we began closing
various  branch  offices and reducing  our  operations.  As described  elsewhere
herein,  on June 5, 2005 we acquired 100% of the capital  stock of  InfoByPhone,
Inc. in a private  transaction.  InfoByPhone,  Inc.  was an early stage  company
which provides  information  services and content to mobile devices  through its
AskMeNow service.

      The transaction has been accounted for as a reverse  acquisition under the
purchase  method for  business  combinations.  Under  this basis of  accounting,
InfoByPhone  is the  acquirer  and,  accordingly,  the  consolidated  entity  is
considered  to be a  continuation  of  InfoByPhone  with the net  assets  of the
Company  deemed to have been  acquired  and  recorded at its fair market  value.
Accordingly,  pending our  disposition of Ocean West  Enterprises,  we currently
operate with two business segments that are organized internally based primarily
upon the type of service performed.

      Our  two  operating   segments   include  our  mobile   devices   division
(InfoByPhone)  and our  mortgage  banking  division  (Ocean  West  Enterprises).
Because the transaction  with  InfoByPhone,  Inc. was accounted for as a reverse
acquisition, our results of operations for the three months and six months ended
June 30, 2005 include the results of operations of our mobile  devices  division
for the entire respective  periods and the results of operations of our mortgage
banking  division  for the period of June 5, 2005  through  June 30,  2005.  Our
results of operations for the three months ended June 30, 2004 and the period of
January 7, 2004 (inception) through June 30, 2004 are those solely of our mobile
devices  division.  Because of the accounting  treatment of our transaction with
InfoByPhone, Inc., our results of operations for the three months ended June 30,
2004 and the period of January 7, 2004 (inception)  through June 30, 2004 do not
include any of our historical operations from our mortgage banking division.

Total revenues

      Our total revenues for the three months and six months ended June 30, 2005
were  $186,593 and $189,325,  respectively.  Both periods  included  revenues of
$183,007 from our mortgage  banking  division and revenues of $3,586 and $6,318,
respectively,  from our mobile services division.  During the comparable periods
in fiscal 2004 we did not report any  revenues as our mobile  services  division
was engaged in the development of its services and had not yet begun  generating
revenues.  During fiscal 2005 our mobile services division began rolling out its
services on a  subscription  basis which  accounted for our increase in revenues
from that  division.  It is our  intention  to dispose of our  mortgage  banking
division and focus our operations on our mobile services division.  Accordingly,
until the closing of such a transaction we will continue to report revenues from
our mortgage banking division in future periods.

Operating expenses

      Our total operating expenses for the three months ended June 30, 2005 were
$8,135,490, an increase of $8,068,720 from the three months ended June 30, 2004.
In addition, our total operating expenses for the six months ended June 30, 2005
were  $8,427,001,  an increase of $8,320,062  from the period of January 7, 2004
(inception)  through  June  30,  2004.  Included  in  these  increases  are  the
following:

      o We have incurred significant costs in our mobile services division as we
implement  our  services.  We reported  cost of revenue  for the mobile  service
division of $175,265 and  $221,264,  respectively,  for the three months and six
months  ended June 30,  2005,  as compared $0 for each of the three months ended
June 30,  2004 and the period of January 7, 2004  (inception)  through  June 30,
2004. Cost of revenue for the mobile service division  includes costs associated
with our call center in the  Philippines and amounts paid to third party content
providers;

      o Our payroll  expense was $91,531  and  $213,233,  respectively,  for the
three  months and six months  ended June 30,  2005 as compared to $0 for each of
the  three  months  ended  June 30,  2004 and the  period  of  January  7,  2004
(inception)  through June 30, 2004.  These  increases in payroll expense reflect
the build up of our staff in fiscal 2005 in anticipation of increased operations
in our mobile services division;

      o Research and development  expenses  increased $12,956 to $40,956 for the
three  months  ended June 30, 2005 as  compared to $28,000 for the three  months
ended June 30, 2005.  Research and development  expenses also increased $10,280,
to $41,856 for the six months ended June 30, 2005 as compared to $31,576 for the
period of  January 7, 2004  (inception)  through  June 30,  2004.  Research  and
development  expenses  include  payroll and employee  benefits  associated  with
product  development for our mobile services  division.  These increases for the
three months and six months ended June 30, 2005 from the  comparable  periods in
fiscal 2004 reflect the continuing  development of products and services in that
division;

      o Professional  fees  increased  $104,036 to $127,496 for the three months
ended June 30, 2005 as compared to $23,460 for the three  months  ended June 30,
2004.  Professional fees also increased  $115,281 to $160,617 for the six months
ended June 30,  2005 as  compared  to $45,336  for the period of January 7, 2004
(inception)  through  June  30,  2004.  These  increases  in  professional  fees
principally represent legal and accounting fees and costs incurred by us related
to the reverse merger with  InfoByPhone,  Inc. and our various  capital  raising
transactions;

      o Other general and administrative expenses increased $414,211 to $429,521
for the three  months  ended June 30,  2005 as compared to $15,310 for the three
months ended June 30,  2004.  Other  general and  administrative  expenses  also
increased  $433,033 to $463,060  for the six months ended as compared to $30,027
for the period of January  7, 2004  (inception)  through  June 30,  2004.  Other
general  and  administrative   expenses  include  office  costs,  rent,  travel,
insurance  and general  overhead  expenses.  These  increases in the fiscal 2005
periods  reflect  the  establishment  of  our  call  center  operations  in  the
Philippines  and other costs  associated  with continued  implementation  of our
business model and introduction of our services; and

      o We  reported  stock  compensation  expense  of  $932,364  and  $988,614,
respectively, for the three and six months ended June 30, 2005 as compared to $0
for the three  months  ended  June 30,  2004 and the  period of  January 7, 2004
(inception)  through June 30, 2004. During the six months ended June 30, 2005 we
issued 2,662,400 shares of our common stock for services valued at $689,063, and
2,070,000  shares of our common stock for future services valued at $471,000 and
recorded as deferred compensation.  We recorded stock compensation expense based
upon the fair  value of our  common  stock on the date of  issuance  based  upon
recent cash offering prices. These services are directly related to increases in
our marketing efforts,  including  preparation for our expected fall 2005 launch
our mobile devices division.

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

Impairment of goodwill

      During  the three and six  months  ended June 30,  2005 we  recognized  an
impairment of goodwill of  $6,338,357  which  represented  the goodwill from the
reverse  acquisition of Ocean West  Enterprises in June 2005 as InfoByPhone  was
the  treated  as the  continuing  entity  for  accounting  purposes.  During the
quarter, under generally accepted accounting principles we impaired the goodwill
associated with our mortgage  banking  division as we no longer actively support
our Mortgage Services Division.

Interest expense

      We  reported  interest  expense of $8,655 and $8,962 for the three and six
months ended June 30, 2005, respectively, as compared to $0 for the three months
ended June 30, 2004 and the period of January 7, 2004  (inception)  through June
30, 2004. Interest expense for the fiscal 2005 periods is primarily attributable
to a $100,000  principal  amount secured  promissory  note entered into in March
2005 which bore interest at 16% per annum;  the note was repaid in July 2005. We
did not have a comparable expense during the fiscal 2004 periods.

      We reported net losses of $7,957,552  and $8,246,638 for the three and six
months ended June 30, 2005,  respectively,  as compared to net losses of $66,770
and  $106,939,  respectively,  for the three  months ended June 30, 2004 and the
period of January 7, 2004 (inception) through June 30, 2004,  respectively.  Our
revenues are not  sufficient to fund our  operations  and we anticipate  that we
will  incur  losses  for  the  foreseeable  future  until  such  time  as we can
significantly increase our revenues. Because of the early stage of our business,
the highly competitive nature of our industry and our lack of sufficient working
capital,  it is unlikely  that we will be able to increase  our  revenues in the
near future to a level which will sustain our operations and enable us to report
a profit.


                                       22
<PAGE>

Liquidity and Capital Resources

Net cash used in operating  activities  increased to $236,056 for the six months
ended June 30,  2005 as  compared  to  $105,816  for the period  January 7, 2004
(Inception) to June 30, 2004. Included in this increase was:

      o     an increase of $1,801,342 in our net loss,

      o     an increase of $998,614 in stock  compensation  issued for  services
            and consulting

      o     a decrease in other assets of $180,000

      o     an increase of $167,468 in accounts payable, and

      o     an increase of $324,184 in accrued expenses.

Net cash  provided by investing  activities  were  $229,312 for six months ended
June 30, 2005 and used  $18,684 for the period  January 7, 2004  (Inception)  to
June 30, 2004. The Company  purchased  computer  equipment and furniture  during
2004. Net Cash provided by financing activities were $237,670 for the six months
ended June 30, 2005 compared to $124,500  period January 7, 2004  (Inception) to
June 30,  2004.  During the Six months  ended June 30, 2005 the  Company  issued
1,078,333  shares  of  common  stock to  individuals  for cash of  $323,500.  In
addition,  the Company received  $100,000 under a secured  promissory note dated
March 15,  2005.  The note  bore  interest  at 16% per  annum and was  repaid in
July2005.

      At June 30, 2005 we cash and cash  equivalents  of $230,926 as compared to
$0 at December 31, 2004.  This  increase in cash and cash  equivalents  reflects
proceeds from our various  capital  raising  transactions  during the six months
ended June 30, 2005.

      In  addition,  at  June  30,  2005 we had a  working  capital  deficit  of
$2,680,266 as compared to a working  capital deficit of $129,456 at December 31,
2004.  This  increase in our  working  capital  deficit  reflects an increase of
$2,944,369 in our current  liabilities  at June 30, 2005 as compared to December
31, 2004 which was  partially  offset by an  increase  in our current  assets of
$393,559 at June 30, 2005 as compared to December 31, 2004.  The increase in our
current  liabilities  from  December  31,  2004 to June  30,  2005 is  primarily
attributable to liabilities associated with Ocean West Enterprises, and includes
the following:

      o an  increase  of $520,489  in  accounts  payable,  of which  $353,021 is
attributable  to our mortgage  banking  division and the  remaining  $167,468 is
attributable  to our mobile  services  division.  The increase of  approximately
$157,468 in accounts  payable of our mobile  services  division  from January 1,
2005 to June 30, 2005  reflects the  expansion of our  operations as well as our
efforts to conserve cash as a result of our working capital needs,

      o accrued  expenses  of  $1,176,293  which  includes  $1,120,074  which is
attributable to our mortgage  banking division and $56,219 which is attributable
to our mobile  services  division.  Our mobile  services  division  did not have
similar liabilities at December 31, 2004,

      o current  maturities of long-term debt of $694,054 and warehouse lines of
credit of $440,758, both of which relate to our mortgage banking division; and

      o notes payable in the  principal  amount of $100,000  which  represents a
note  tendered  by  our  mobile  services  division  in  March  2005  which  was
subsequently been repaid in July 2005.

      At such time as we dispose of our Ocean West Enterprises,  all liabilities
related  thereto  will be assumed by the acquiror and will not effect the future
cash flow of the Company.

      The principal changes in our current assets from December 31, 2004 to June
30, 2005 are an increase of cash and cash  equivalents  of $230,926 and increase
in prepaid and other current assets of $163,983,  which was offset by a decrease
in accounts receivable of $1,350.

      At June 30, 2005 we also had long-term debt of $397,595  which  represents
obligations  of our mortgage  banking  division.  As  discussed  earlier in this
section,  at the time we dispose of this subsidiary the acquiror will assume all
liabilities related to Ocean West Enterprises.  Although the short term and long
term  liabilities  associated with our mortgage banking division have materially
adversely  impacted  our  financial  condition  at June  30,  2005,  because  we
anticipate that all liabilities  associated with our mortgage  banking  division
will be assumed by the acquiror our management believes that the impact of those
liabilities on our financial  condition will be removed following the closing of
that transaction.  Accordingly, in analyzing our financial condition at June 30,
2005,  our management has focused upon  liabilities  associated  solely with our
mobile  services  division.  The  increase  in our  liabilities  related to that
division  are  directly   attributable  to  the  increased   operations  of  our
InfoByPhone  subsidiary.  As discussed  elsewhere  herein, we will need to raise
additional  working  capital to  provide  funds to meet  those  obligations  and
otherwise grow our business.

After June 30, 2005, the Company raised $3,200,000 in a private placement of its
securities,  on a best efforts,  minimum-maximum  basis (the "Offering").  As of
July 31, 2005, the Company had sold  10,666,669  shares of the Company's  Common
Stock (the  "Shares")  for total  gross  proceeds  of  $3,200,000.  The  Company
received net proceeds of approximately $2,784,000,  after deducting fees payable
to the placement agent.  These fees included a 10% commission equal to $320,000,
payable in cash,  plus the placement  agent also received Shares of Common Stock
equal to 10% of all shares sold for a total of 969,645 shares of Common Stock, a
3%  non-accountable  expense allowance of $96,000,  as well as other transaction
expenses  payable by the  Company.  It should  also be noted that the  placement
agent paid other selected  dealers a fee equal to 10% cash commission and 10% of
all shares placed by each  respective  select dealer.  The proceeds  received in
this Offering will first be used to repay approximately  $100,000 of outstanding
principal and accrued interest owed to Allied  International Fund. The remaining
proceeds from this Offering will be used for research and development, marketing
and for working capital and general corporate uses.

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


                                       23
<PAGE>

The  report  of  our  independent  registered  public  accounting  firm  on  our
consolidated   financial  statements  as  of  December  31,  2004,  contains  an
explanatory  paragraph  expressing  uncertainty  with  respect to our ability to
continue  as a going  concern  as a result  of our net  losses  working  capital
deficiency, stockholders' deficiency and cash used in operations.

Critical Accounting Policies

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

Revenue and Cost Recognition:

Revenue from the sale of loans is  recognized  at the time the loans are sold or
when the Company has shipped the loan file to independent  investors  consistent
with the criteria  established  in SFAS No. 140,  "Accounting  for Transfers and
Servicing of  Financial  Assets and  Extinguishments  of  Liabilities."  At this
point, all of the services  required to be performed for such revenues have been
completed.  Loan origination costs and incremental direct costs are deferred and
recognized  over the term of the loan as an  adjustment  of the loan yield until
the loan is sold.  Incremental  direct costs include credit  reports,  appraisal
fees,  document  preparation fees, wire fees, tax and filing fees,  funding fees
and commissions.  When the loan is sold and service is released, the unamortized
loan origination  costs and incremental  direct selling costs are netted against
the revenue and  recorded  to the  statement  of  operations.  Revenue  from the
servicing  of loans is  recognized  as earned.  The Company was not  required to
repurchase any loans for the fiscal  periods ended  September 30, 2004 and as of
the date of this amended filing. Management preforms a quality control review of
each  file  before  funding  the loan to  ensure  that  the  loan  met  investor
guidelines  for  purchase.   Additionallly,  all  loans  were  reveiwed  by  the
purchasing investor prior to purchase to verify program eligibility.

Revenue Recognition - Mobile devices

Revenue  is  recognized  over the  service  period.  The  Company  bills for its
services one year in advance.  All prepaid annual  service  revenue was deferred
and recognized over the service period.

Item 3. Controls and Procedures.

      As required by Rule 13a-15 under the  Securities  Exchange Act of 1934, as
of June 30, 2005 (the "Evaluation  Date"), the end of the period covered by this
quarterly report,  our management  concluded its evaluation of the effectiveness
of  the  design  and  operation  of  our  disclosure  controls  and  procedures.
Disclosure  controls and  procedures  are controls  and  procedures  designed to
reasonably assure that information required to be disclosed in our reports filed
under the Securities  Exchange Act of 1934,  such as this quarterly  report,  is
recorded, processed,  summarized and reported within the time periods prescribed
by SEC rules and regulations,  and to reasonably assure that such information is
accumulated and  communicated  to our management,  including our Chief Executive
Officer, to allow timely decisions regarding required disclosure.

      Notwithstanding  that  determination,  pursuant to Amendment No. 1 to this
Form 10-QSB  filed on  February 2, 2006,  the  Company  restated  the  financial
statements  contained herein as a result of the Company not having completed the
spin-off of its subsidiary,  Ocean West Enterprises ("OWE") as of June 30, 2005.
Since the dividend of OWE stock was declared to the  Company's  shareholders  of
record as of May 23,  2005,  the Company was of the opinion that it would report
OWE operations as discontinued.  However, the Securities and Exchange Commission
advised the Company that until it effected a  registration  statement  under the
Securities  Act of 1933,  as  amended,  it could not  treat OWE as  discontinued
operations. The Company subsequently sold the stock of OWE on December 30, 2005.

      Our  management,  including our Chief Executive  Officer,  does not expect
that our  disclosure  controls  and  procedures  will prevent all errors and all
fraud. A control system,  no matter how well designed and operated,  can provide
only reasonable,  not absolute,  assurance that the control system's  objectives
will be met. Further,  the design of a control system must reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  have been  detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake. The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future  events,  and there can be no assurance that any design
will  succeed  in  achieving  its  stated  goals  under  all  potential   future
conditions.

      Initially,  as  of  the  evaluation  date,  our  Chief  Executive  Officer
concluded  that we  maintained  disclosure  controls  and  procedures  that were
effective in providing  reasonable  assurance  that  information  required to be
disclosed in our reports under the Securities Exchange Act of 1934 was recorded,
processed,  summarized  and reported  within the time periods  prescribed by SEC
rules  and   regulations,   and  that  such   information  was  accumulated  and
communicated to our management,  including the Chief Executive Officer, to allow
timely  decisions  regarding  required  disclosure.  As set  forth  in  Note 2 -
Restatement  of  Financial  Statements  appearing  elsewhere  in this  quarterly
report, subsequent to this initial evaluation our management has determined that
we were  required  to restate  our  financial  statements  for the three and six
months ended June 30, 2005 as a result of a  determination  that the Company had
not completed the spin-off of its subsidiary,  Ocean West Enterprises ("OWE") as
of June 30, 2005.  Since the dividend of OWE stock was declared to the Company's
shareholders  of record as of May 23, 2005,  the Company was of the opinion that
it would report OWE  operations as  discontinued.  However,  the  Securities and
Exchange  Commission  advised the Company that until it effected a  registration
statement  under the Securities Act of 1933, as amended,  it could not treat OWE
as discontinued  operations.  The Company  subsequently sold the stock of OWE on
December 30, 2005.  Our earlier  report on Form 10-QSB for the period ended June
30, 2005 has given effect to this spin-off as of June 5, 2005.

      As a result of the  restatement,  we determined  that there was a material
weakness in our internal  control over  financial  reporting as of June 30, 2005
related  to the  effective  date of the  spin  off  our  Ocean  West  Enterprise
subsidiary.  Because we corrected  the  treatment of our Ocean West  Enterprises
subsidiary in our financial  statements as June 30, 2005, and as a result of the
nonrecurring nature of the underlying transaction,  our management believes that
we have corrected this material weakness.

      Other than the changes discussed above,  there have been no changes in our
internal control over financial  reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

In the  ordinary  course of  business,  the  Company  may be  involved  in legal
proceedings from time to time. As of the date of this report, there are no legal
proceedings  against the Company other than set as forth below.  No governmental
agency has instituted any proceedings or served the Company with any complaints.
However, the Company has been advised by Pioneer Credit Recovery,  Inc. that the
U.S. Department of Treasury has placed with Pioneer an account owed to it by the
Company's  wholly-owned  subsidiary  OWE. The former  principals  of OWE and the
Company did not disclose to InfoByPhone or current  management that they and OWE
had guaranteed three HUD loans in the aggregate amount of $151,980 and any other
unpaid loans. Such amounts have been recorded in accrued liabilities at June 30,
2005.

The Company has received a claim from the former CEO of the Company. The CEO was
employed by the Company under an employment  agreement  dated September 1, 2004.
The CEO was to be  compensated  $180,000  per year in base salary  plus  bonuses
through  August 31, 2007.  The CEO claim is for a breach of contract  alleged to
have occurred in late 2004 under the control of prior  management  and for prior
management  failure to advise  the  Company's  shareholders  of the sale of OWHC
until  after the  Closing.  The  Company  has not accrued any amounts due to the
former CEO and intends to vigorously defend itself. The company has been advised
by an accountant for CDA that there are at least 448,420 outstanding warrants to
purchase  common  stock  of the  Company,  a  portion  of  which  may  still  be
exercisable despite former  management's  representation and warranty that there
were no  outstanding  warrants  at the time of the  Closing.  Included  in these
warrants are 300,000 exercisable at $0.25 per share through August 15, 2007. The
alleged holder of these warrants, Remsen Funding Corporation has filed a lawsuit
against  the  Company (06 CV 609) in the United  States  District  Court for the
Southern District of New York seeking specific performance of an agreement which
provided  for  "piggyback"  registration  rights  and seeks to have the  Company
include the 300,000 shares  underlying the warrants in its pending  registration
statement on Form SB-2.

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<PAGE>

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

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

Except as set forth  herein,  all  issuances  of  restricted  securities  by the
Company  during the  three-month  period  ended June 30, 2005,  were  previously
reported on Form 8-K.

On June 6, 2005,  we issued an aggregate of  6,000,000  shares of the  Company's
common  stock,  $.01 par value per share (the  "Shares"),  to the then  existing
shareholders of InfoByPhone,  Inc.  ("IBP"),  pursuant to a Securities  Exchange
Agreement and Plan of  Reorganization  dated as of April 5, 2005 (the  "Exchange
Agreement") by and among the Company,  IBP and the  shareholders of IBP. Also on
June 6, 2005,  we issued an  aggregate  of 500,000  Shares as a finder's  fee to
Vertical Capital Partners, Inc.

On June 9, 2005,  we issued an  aggregate  of 216,000  shares of common stock to
Giosue  LLC,  Gary  Schonwald,  Bruce  Shalett and Verity  SanSouci.  Giosue LLC
received 75,000 Shares,  Gary Schonwald  received  50,000 Shares,  Bruce Shalett
received 75,000 Shares and Verity SanSouci received 16,000 Shares.  Also on June
9, 2005,  we issued an aggregate of 197,896  Shares to Robert  DePalo and Robert
Fallah,  who each received 98,948 Shares.  All of these shares were issued under
the Exchange Agreement.

On June 9, 2005, we issued an aggregate of 1,500,000 shares of common stock (the
"Consultant  Shares"),  to Strategic  Partners  Consulting LLC, Boston Financial
Partners and Adam Rentzer  (collectively,  the  "Consultants"),  pursuant to the
terms of the Consulting  Agreements and in partial consideration of the services
to be provided under the Consulting  Agreements.  Strategic Partners  Consulting
LLC received  625,000  Consultant  Shares,  Boston Financial  Partners  received
625,000 Consultant Shares and Adam Rentzer received 250,000 Consultant Shares.

The issuance of these Shares did not require  registration  under the Securities
Act of 1933, as amended, pursuant to exemption available under the provisions of
Section 4(2) of the Act. There was no underwriter or placement agent involved in
these transactions.

Item 3.  Defaults Upon Senior Securities.

None.

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

The Securities 14C  Preliminary  Information  Statement filed on April 25, 2005,
has not been finalized and mailed.

On July 8,  2005,  the  Company  mailed a  Schedule  14f-1  to its  shareholders
informing  them of a change of control of the Company.  Pursuant to the Exchange
Agreement  described above and the exchange of Shares between the Shareholder of
InfoByPhone and the Company, InfoByPhone became a wholly-owned subsidiary of the
Company.  Ten (10) days after the mailing of the Schedule 14f-1 the entire Board
of Directors was comprised of persons  selected by the majority  Shareholders of
the Company.


                                       25
<PAGE>

Item 5.  Other Information.

None.

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

         Exhibits.

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

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

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

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

(b) The  Registrant  filed the  following  reports on Form 8-K during the fiscal
quarter ended June 30, 2005:

         Date                   Items
         ----                   -----
         June 10, 2005          2.01
         June 9, 2005           2.01, 5.01, 5.02, 7.01, 8.01 and 9.01
         April 29, 2005         1.01

                                   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: September 25, 2006                  Ocean West Holding Corporation

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


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