**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549








**FORM
      10-QSB/A**







Amendment
      No. 1




(Mark
      One)


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


FOR
      THE
      QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2005





o
              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
                Employerincorporation
                or organization)
            Identification
                No.)





26
      Executive Park, Suite 250


Irvine,
      California 92614


(Address
      of principal executive offices)





(949)
      861-2590


(Issuer’s
      telephone number)





Not
      Applicable


(Former
      name, former address and former fiscal year, if
      changed since last report)





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





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





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 25,733,280 shares
      of
      the registrant’s common stock, par value $.01 per share, outstanding as of
      November 14, 2005 and no other classes of Common Stock.





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









Ocean
      West Holding Corporation


and
      Subsidiaries





Quarterly
      Report on Form 10-QSB/A


Amendment
      No. 1


Period
      Ended September 30, 2005




Explanatory
        Paragraph
 
 This
        Form
        10-QSB/Amendment No. 1 for Ocean West Holding Corporation (the “Company”)
        restates the financial statements as a result of the Company not having
        completed the spinoff of its subsidiary, Ocean West Enterprises, Inc.
 (“OWE”).
  Pursuant
        to a Stock Purchase Agreement dated as of
        December 30, 2005, Container/ITW, Inc., a recently formed unaffiliated Delaware
        corporation with no substantial assets, purchased 100% of the capital stock
        of
        OWE.
  -i-


OCEAN
        WEST HOLDING CORPORATION AND SUBSIDIARIES
  Quarterly
        Report on Form 10-QSB/A
 Period
        Ended September 30, 2005
  Table
      of Contents





PagePART
                I . FINANCIAL INFORMATIONItem
                1. Financial Statements:Consolidated
                Balance Sheet as of September 30, 2005 (Unaudited)
                (Restated)
            1Consolidated
                Statement of Operations for the Three Months Ended September 30,
                2005
                (Restated) and 2004, the Nine Months Ended September 30, 2005 (Restated)
                and for period January 7, 2004 (Inception) to September 30, 2004
                (Unaudited)
            2Consolidated
                Statement of Changes in Stockholders’ Deficiency for the Nine Months Ended
                September 30, 2005 (Restated)
            3Consolidated
                Statements of Cash Flows for the Nine Months Ended September 30,
                2005
                (Restated) and for the period January 7, 2004 (Inception) to
                September 30, 2004 (Unaudited)
            4Notes
                to Consolidated Financial Statements (Unaudited)
                (Restated)
            5Item
                2. Management’s Discussion and Analysis or Plan of
                Operations
            15Item
                3. Controls and Procedures
            20PART
                II . OTHER INFORMATION
            21Item
                1. Legal Proceedings
            21Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            22Item
                3. Defaults Upon Senior Securities
            22Item
                4. Submission of Matters to a Vote of Security Holders
            22Item
                5. Other Information
            23Item
                6. Exhibits
            24SIGNATURES
            25EXHIBIT
                INDEX








-ii-
 
  Item
        1. Financial Statements


OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


Consolidated
      Balance Sheet


September
      30, 2005


(Unaudited)


Restated**ASSETS**
              
              (Note
                  3)**CURRENT
                  ASSETS**Cash
              
              $
              1,148,251Prepaid
                  expenses and other current assets
              
              
              235,210Due
                  from related party
              
              
              242,699Total
                  Currents Assets
              
              
              1,626,160PROPERTY
                  AND EQUIPMENT, NET
              
              
              304,488**OTHER
                  ASSETS******Originated
                  mortgage serving rights
              
              
              31,155Loans
                  held for investment
              
              
              327,700Deposits
              
              
              39,665**TOTAL
                  ASSETS**
              
              $
              2,329,168**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY****CURRENT
                  LIABILITIES**Account
                  payable
              
              $
              424,975Accrued
                  expenses
              
              
              1,118,695Current
                  maturities of long-term debt
              
              
              740,126Current
                  maturities of capital lease obligations
              
              
              14,799Warehouse
                  lines of credit
              
              
              440,758Liabilities
                  of discontinued operations
              
              
              —Total
                  Current Liabilities
              
              
              2,739,353**LONG
                  TERM LIABILITIES**Long
                  term debt, less maturities of current debt
              
              
              531,523Amount
                  due to related party
              
              
              15,000546,523**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
              
              
              —25,733,279
                  shares issued and outstanding
              
              
              257,334Additional
                  paid-in capital
              
              
              3,203,923Deferred
                  stock compensation
              
              
              (111,396
              )Accumulated
                  deficit
              
              
              (4,306,569
              )Total
                  Stockholders' Deficiency
              
              
              (956,708
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY**
              
              $
              2,329,168


See
      accompanying notes to consolidated financial statements.




-1-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


Consolidated
      Statement of Operations


(Unaudited)


For
                    the periodFor
                  the Three Months Ended
                September
                  30,
              
              For
                    theNine months ended
              
              January
                    7, 2004(Inception) to2005
              
              2004
              
              September
                  30, 2005
              
              September
                  30, 2004Restated
              
              
              
              Restated(Note
                  3)
              
              
              
              (Note
                  3)**REVENUE**Origination
                  and sale of mortgages
              
              $
              160,763
              
              $
              —
              
              $
              343,400
              
              $
              —Services
              
              
              3,356
              
              
              1,270
              
              
              9,674
              
              
              1,270164,119
              
              
              
              
              
              353,074**COSTS
                  AND OPERATING EXPENSES**Research
                  and development
              
              
              66,251
              
              
              33,983
              
              
              108,107
              
              
              65,559Cost
                  of revenue
              
              
              291,089
              
              
              —
              
              
              512,353
              
              
              —General
                  and administrative expenses
              
              
              566,006
              
              
              141,272
              
              
              1,052,122
              
              
              171,299Professional
                  fees
              
              
              300,233
              
              
              41,314
              
              
              442,248
              
              
              86,650Payroll
                  expense
              
              
              269,577
              
              
              80,757
              
              
              482,804
              
              
              80,757Interest
              
              
              34,973
              
              
              —
              
              
              39,117
              
              
              —Stock
                  compensation
              
              
              238,367
              
              
              —
              
              
              1,226,981
              
              
              —Total
                  Operating Expesnes
              
              
              1,766,496
              
              
              297,326
              
              
              3,863,732
              
              
              404,265**NET
                  LOSS**
              
              $
              (1,602,377
              )
              $
              (296,056
              )
              $
              (3,510,658
              )
              $
              (402,995
              )Net
                loss per common share - basic and diluted
              
              $
              (0.07
              )
              $
              (0.20
              )
              $
              (0.31
              )
              $
              (0.28
              )Weighted
                  average number of common sharesoutstanding
                  - basic and diluted
              
              
              22,082,894
              
              
              1,465,000
              
              
              11,365,236
              
              
              1,465,000


See
      accompanying notes to consolidated financial statements.






-2-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


Consolidated
      Statement of Changes in Stockholders’
Deficiency


For
      the
      Nine Months Ended September 30, 2005


Restated


(Note
      3)


(Unaudited)


AdditionalPreferred
                  Stock
              
              Common
                  Stock
              
              Paid-in
              
              Deferred
              
              AccumulatedShares
              
              Amount
              
              Shares
              
              Amount
              
              Capitial
              
              Compensation
              
              Defecit
              
              Total**BALANCE,
                  DECEMBER 31, 2004**
              
              
              —
              
              $
              —
              
              
              2,603,123
              
              $
              26,031
              
              $
              841,628
              
              $
              (178,125
              )
              $
              (795,911
              )
              $
              (106,377
              )Sale
                  of common Stock
              
              
              —
              
              
              —
              
              
              1,078,333
              
              
              10,784
              
              
              312,716
              
              
              —
              
              
              —
              
              
              323,500Shares
                  issued for services
              
              
              —
              
              
              —
              
              
              2,662,440
              
              
              26,624
              
              
              662,439
              
              
              —
              
              
              —
              
              
              689,063Shares
                  issued for consulting
              
              
              —
              
              
              —
              
              
              2,070,000
              
              
              20,700
              
              
              450,300
              
              
              (471,000
              )
              
              —
              
              
              —Shares
                  issued in reverse merger
              
              
              —
              
              
              —
              
              
              5,586,004
              
              
              55,860
              
              
              (1,724,359
              )
              
              —
              
              
              —
              
              
              (1,668,499
              )Amortizarion
                  of consulting contracts
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              243,300
              
              
              —
              
              
              243,300Amortization
                  of warrants
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              294,429
              
              
              
              
              
              294,429Sale
                  of common stock
              
              
              —
              
              
              —
              
              
              11,733,379
              
              
              117,334
              
              
              2,661,199
              
              
              —
              
              
              —
              
              
              2,778,533Net
                  Loss for the nine months ended
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (3,510,658
              )
              
              (3,510,658
              )Balance
                  September 30, 2005
              
              
              —
              
              $
              —
              
              
              25,733,279
              
              $
              257,334
              
              $
              3,203,923
              
              $
              (111,396
              )
              $
              (4,306,569
              )
              $
              (956,708
              )


See
      accompanying notes to consolidated financial statements.




-3-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


Consolidated
      Statement of Cash Flows


(Unaudited)


For
                  the PeriodFor
                  the nine months
              
              Jaunuary
                  7, 2004Ended
              
              (Inception)
                  toSeptember
                  30, 2005
              
              September
                  30, 2004Restated
              
              Restated(Note
                  3)
              
              (Note
                  3)**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss from contining operations
              
              $
              (3,510,658
              )
              $
              (402,995
              )Adjustments
                  to reconcile net loss to net cash used inoperating
                  activitiesDepreciation
                  and amortization
              
              
              48,700
              
              
              2,485Equity
                  issued for services
              
              
              1,226,793
              
              
              —Amortization
                  of origination costs
              
              
              2,144Changes
                  in operating assets and liabilitiesIncrease
                  / (Decrease) in accounts receivable
              
              
              1,350
              
              
              (1,260
              )Decrease
                  in prepaid expenses
              
              
              108,773
              
              
              —Increase
                  in deposits
              
              
              (3,002
              )
              
              —Increase
                  in accounts payable
              
              
              (30,670
              )
              
              68,553Increase
                  in accrued expenses
              
              
              393,317
              
              
              —Decrease
                  in deferred revenue
              
              
              (5,712
              )
              
              —Net
                  Cash Used In Operating Activities
              
              
              (1,768,965
              )
              
              (333,217
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Cash
                  received in acquisition
              
              
              229,312
              
              
              —Due
                  from related party
              
              
              (242,699
              )
              
              —Purchase
                  of equipment
              
              
              (155,879
              )
              
              (26,270
              )Net
                  Cash Used In Investing Activities
              
              
              (169,266
              )
              
              (26,270
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Cash
                  overdraft
              
              
              (2,437
              )
              
              —Capital
                  lease payments
              
              
              (13,114
              )
              
              —Proceeds
                  from note payable
              
              
              100,000
              
              
              —Repaymnet
                  of note payable
              
              
              (100,000
              )
              
              —Proceeds
                  from issuance of common stock
              
              
              3,102,033
              
              
              366,501Net
                  Cash Provided By Financing Activities
              
              
              3,086,482
              
              
              366,501NET
                  INCREASE IN CASH AND CASH EQUIVALENTS
              
              
              1,148,251
              
              
              7,014CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              —
              
              
              —CASH
                  AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              1,148,251
              
              
              7,014**SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWS INFORMATION:**Interest
                  paid
              
              $
              2,140
              
              $
              —Income
                  taxes
              
              $
              —
              
              $
              —


See
      accompanying notes to consolidated financial statements.




-4-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


RESTATED
      (NOTE 3)


(UNAUDITED)





NOTE
      1
      ORGANIZATION AND BASIS OF PRESENTATION





(A)
            Basis
                of Presentation





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





(B)
            Organization





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





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





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 historical
                cost.





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





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




Ocean
      West Enterprises, Inc. (“OWE”) 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. OWE income is generated from loan origination fees and from gains from
      sales of mortgage loans on the secondary mortgage market and to private
      investors. OWE also generates 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.


-5-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


(UNAUDITED)





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 historical
                cost.





(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.





NOTE
      2
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





(A)
            Principles
                of Consolidation





The
      consolidated financial statements include the accounts of Ocean West Holding
      Corporation and its wholly-owned subsidiaries, InfoByPhone, Inc., Ocean West
      Enterprises, Inc., Askmenow, Ltd, and InfoByPhone, LLC. Intercompany accounts
      and transactions have been eliminated in consolidation. Ocean West Holding
      Corporation and its wholly-owned subsidiaries InfoByPhone, Inc., Ocean West
      Enterprises, Inc., Askmenow, Ltd., and InfoByPhone, LLC. are hereinafter
      referred to as (the “Company”).




(B)
            Revenue
                Recognition





Revenue
      from mortgage loan service is recognized over the service period. The Company
      bills for its services one year in advance. All prepaid annual services revenue
      is deferred and recognized over the service period. 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 quarter ended September 30, 2005. Management performs 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 reviewed by the purchasing
      investor prior to purchase to verify program eligibility.





(C)
            Cash
                and Cash Equivalents





The
      Company considers all highly liquid temporary cash investments with an original
      maturity of three months or less to be cash equivalents.





(D)
            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.




-6-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


(UNAUDITED)





(E)
            Concentration
                of Credit Risk





For
      the
      quarter ended September 30, 2005, one buyer purchased 80% and a second
      buyer purchased 12.5% of loans funded.




(F)
            Use
                of Accounting Estimates





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





(G)
            Property
                and Equipment





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





(H)
            Advertising
                Costs





Advertising
      costs are expensed as incurred. Total advertising costs charged to operations
      for the periods ended September 30, 2005 and 2004 were $139,851 and $17,356,
      respectively.





(I)
            Fair
                Value of Financial Instruments





The
      carrying amounts reported in the balance sheet for receivables, notes payable
      and accrued expenses approximate fair value based on the short-term maturity
      of
      these instruments.






(J)
            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 September 30, 2005 there was no valuation
      allowance required as cost was estimated not to exceed market value. Loans
      are
      analyzed on a quarterly basis as to their collectibility from then guidelines
      imposed by each lending facility.





(K)
            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 September
      30, 2005. Amortization expense related to mortgage servicing rights for the
      quarter ended and nine months ended September 30, 2005 was **$** 1,608
      and $4,824,
      respectively.




(L)
            Income
                Taxes





The
      Company utilizes the liability method of accounting for income taxes as set
      forth in SFAS 109, “Accounting for Income Taxes.” Under the liability method,
      deferred taxes are determined based on the difference between the financial
      statement and tax bases of assets and liabilities using enacted tax rates in
      effect in the years in which the differences are expected to reverse. The
      Company has a net operating loss carryforward of approximately $2,613,400,
      which
      expires at various dates through 2025. The Company has recorded a reserve of
      $888,556 against the deferred tax asset due to the Company having no profitable
      operating history. The reconciliation between the statutory federal rate of
      34%
      and the effective federal income tax rate of 0% is an increase to the valuation
      allowance for the net operating loss carryforward of $408,543 during the nine
      months ended September 30, 2005.




-7-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


(UNAUDITED)





(M)
            Foreign
                Currency Translation





The
      functional currency of the Company is the United States Dollar. The financial
      statements of the Company’s Philippines subsidiary are translated to the
      United States dollars using the period exchange rates as to assets and
      liabilities and average exchange rates as to revenues and expenses. Capital
      accounts are translated at their historical exchange rates when the capital
      transaction occurred. Net gains and losses resulting from foreign exchange
      translations are included in the statements of operations and stockholders’
equity as other comprehensive income (loss). As of September 30, 2005, the
      translation adjustment is not material.





(N)
            Loss
                Per Share





The
      Company has adopted SFAS 128, “Earnings per Share.” Loss per common share is
      computed by dividing income available to common shareholders by the weighted
      average number of common shares outstanding during the period. Stock warrants
      were not included in the computation of loss per share for the periods presented
      because their inclusion is anti-dilutive. The total potential dilutive warrants
      and stock options outstanding at September 30, 2005 were 2,403,123 and 483,123,
      respectively. There were no dilutive securities outstanding for the period
      ended
      September 30, 2004.





(O)
            Business
                Segments





The
      Company operates in two segments, mobile devices and mortgage banking
      divsions.





(P)
            Stock
                Based Compensation





The
      Company accounts for employee stock options in accordance with APB Opinion
      No.
      25, “Accounting For Stock Issued To Employees” and has adopted the
      disclosure-only option under SFAS No. 123. The Company accounts for non-employee
      stock transactions in accordance with SFAS No. 123 as amended by SFAS 148
“Accounting for Stock-Based Compensation - Transition and Disclosure”
which requires that companies, which do not elect to account for
      stock-based compensation as prescribed by this statement, disclose the pro-forma
      effects on earnings per share as if SFAS 123 has been adopted.





(Q)
            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.




-8-




OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


(UNAUDITED)





(R)
            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,” SFAS
      No. 153, “Exchanges of Non-monetary Assets - an amendment of APB Opinion No.
      29,” and SFAS No. 123 (revised 2004), “Share-Based Payment,” were recently
      issued. SFAS Nos. 151, 152, 153 and 123 (revised 2004) have no current
      applicability to the Company and have no effect on the financial
      statements.





NOTE
      3.
      RESTAMENT OF FINANCIAL STATEMENTS





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





NOTE
      4
      PROPERTY AND EQUIPMENT





At
      September 30, 2005 property and equipment consisted of the
      following:


Computer
                equipment
            
            $
            1,128,759Office
                furniture
            
            
            178,281Leasehold
                improvements
            
            
            117,319Software
            
            
            23,458Transportation
            
            
            12,000Less
                accumulated depreciation
            
            
            (1,155,329
            )$
            304,488





Depreciation
      expense for the periods ended September 30, 2005 and 2004 were $38,622 and
      $2,485, respectively.





NOTE
      5
      DUE FROM RELATED PARTY





On
      July
      1, 2006 the Company advanced cash of $242,699 to the majority shareholder of
      OWE. Such amounts will be used to fund OWE through the date the spin-off is
      completed.




NOTE
      6 ORIGINATED
      MORTGAGING SERVICING RIGHTS





A
                summary is as follows:
            
            September
                30,2005Balance,
                beginning of period
            
            $
            35,979Additions,
                net
            
            
            —Amortization
            
            
            4,824Balance,
                end of period
            
            $
            31,155





The
      estimated fair market value of mortgage servicing rights approximated their
      respective book values as of September 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.





NOTE
      7
      LOANS HELD FOR INVESTMENT





During
      the quarter ended September 30, 2005, three loans totaling $327,700 were
      classified as Loans Held for Investment. The loans were re-classed from Mortgage
      Loans Held for Sale to long term because the Company was unable to sell them
      in
      the short term and it was felt that if the Company could hold them long enough
      to build a repayment history they would be more marketable.





The
      Company considers loans for impairment quarterly under SFAS 114 - Accounting
      by
      Creditors for Impairment of a Loan, SFAS 118 - Accounting by Creditors for
      Impairment of a Loan - Income Recognition and Disclosures, and SFAS 5 -
      Accounting for Contingencies.




-9-




OCEAN
        WEST HOLDING CORPORATION AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 AS
        OF
        SEPTEMBER 30, 2005
 (UNAUDITED)


SFAS
      114
      addresses the accounting by creditors for impairment of certain loans and
      requires that impaired loans be measured based on the present value of expected
      future cash flows discounted at the loan’s effective interest rate or, as a
      practical expedient, at the loan’s observable market price or the fair value of
      the collateral if the loan is collateral dependent. The Company considers a
      loan
      to be impaired when, based on current information and events, it is probable
      that the Company will be unable to collect all amounts due according to the
      contractual terms of the loan agreement. SFAS 114 amends FASB Statement No.
      5,
      Accounting for Contingencies, to clarify that a creditor should evaluate the
      collectibility of both contractual interest and contractual principal of all
      receivables when assessing the need for a loss accrual. As required by SFAS
      114,
      the Company applies its normal loan review procedures in making that judgment.
      Pursuant to SFAS 118, the Company uses existing methods for recognizing interest
      income on impaired loans.





NOTE
      8
      WAREHOUSE LINES OF CREDIT





At
      September 30, 2002, the Company 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 ($440,758
      at
      September 30, 2005) is being same paid off as the loans securing the line are
      sold.




The
      Company has a line of credit with Provident Consumer Financial Services which
      is
      $8,000,000 and Warehouse One which is $5,000,000. Due to an event of default
      resulting from the reduction of its net worth the Company has paid their
      respective balances in full, $1.2 miilion to Provident and $336,000 to Warehouse
      One. The loan agreement governing the terms of the Warehouse One line of credit
      contains a restrictive covenant requiring the Company to maintain a minimum
      corporate net worth of $3,000,000 and a minmum combined corporate/guarantor
      tangible net worth of $7,000,000. The Company is currently not in compliance
      with its lender. As of
      September 30, 2005 the stockholders’ defecit of the Company was $(956,708), per
      the terms of the contract this has created an event of default. Since the
      Company does not comply with the restrictive covenants, there is the possibility
      that the Company may lose the credit facility at any time, which would
      cause a negative impact on the way the Company does business and a material
      adverse effect on the Company's results of operations and financial
      condition.




Interest
      expense incurred under the warehouse lines of credit is included
      in revenue from origination and sale of mortgage loans and commissions, net
      on
      the statement of operations.





NOTE 9
      LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS




A
        summary
        of long-term debt is as follows:





September
                30,
              2005Note
                payable to a related party, originally bearing interest at 15% per
                annum,
                payable in monthly interest installments with all unpaid principal
                and
                interest due March 1, 2007. At September 30, 2002, the interest rate
                was
                reduced to 12%.
            
            $
            35,000Note
                payable to a related party, originally bearing interest at 24% per
                annum,
                payable in monthly interest installments with all unpaid principal
                and
                interest due March 1, 2007. At September 30, 2002, the interest rate
                was
                reduced to 12%.
            
            
            50,000Note
                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)
            
            
            182,626Note
                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.
            
            
            185,000Note
                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)
            
            
            250,000Note
                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.
            
            
            148,363Note
                payable to former stockholder, bearing interest at 13% per annum
                payable
                in monthly interest installments with all unpaid principal and interest
                due June 30, 2008.
            
            
            45,000Note
                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.
            
            
            249,232Note
                payable to Indy Mac, bearing interest at 0% per annum payable in
                monthly
                payments of $12,500 with all unpaid principal due October,
                2005
            
            
            126,4281,271,649Less
                current maturities
            
            
            (740,126
            )$
            531,523





(A)
            These
                loans have not been paid as of their due dates. Management is in
                the
                process of negotiating extended
                terms.




Interest
      expense for the nine months ended September 30, 2005 was $39,117.




-10-




OCEAN
        WEST HOLDING CORPORATION AND SUBSIDIARIES
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 AS
        OF
        SEPTEMBER 30, 2005
 (UNAUDITED)





NOTE 10
      PROMISSORY NOTE





The
      Company received $100,000 under a secured promissory note dated March 15, 2005.
      The note bears interest at 16% per annum. The note was fully paid as of
      September 30, 2005.





NOTE 11
      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 September 30, 2005, the Company
      had
      no preferred stock outstanding.





On
      June
      2, 2005, Ocean West Holding Corporation 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
      $689,063. The Company recorded the fair value on the date of issuance based
      on
      current 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 fair market
      value on the date of issuance based on recent cash offering prices. For the
      three and nine months ended September 30, 2005, the Company recognized $181,929
      and $359,604, respectively, in expenses.





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 to a consultant for services. The Company recorded the fair market value
      of
      the options based in the intrinsic value of $225,000, which was the difference
      between the exercise price and the fair market value of the common stock on
      the
      date of grant. For the three and nine months ended September 30, 2005, the
      Company recognized $56,250 and $168,750, respectively, in expenses.





During
      2004, the Company sold a total of 483,123 units that consist of one share of
      common stock and one 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.





In
      July,
      2005, the Company completed a private placement of its securities 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%, and
      a 3%
      non-accountable expense allowance of $96,000, as well as other transaction
      expenses payable by the Company. The proceeds received in this Offering will
      first be used to repay approximately $100,000 of outstanding principal and
      accrued interest owed to an unaffiliated third party. The remaining proceeds
      from this Offering will be used for research and development, marketing and
      for
      working capital and general corporate uses.




The
      Company has 448,420 outstanding warrants to purchase
      shares of common stock of the Company at prices between $0.25 and $1.25 per
      share, which are currently in dispute (See note 11).




-11-





OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


(UNAUDITED)





NOTE
      12
      STOCK OPTION PLAN





Under
      the
      2005 Management and Director Equity Incentive Stock Option Plan, the Company
      may
      grant incentive stock options to its employees, officers, directors, and
      consultants of the Company to purchase up to 2,000,000 shares of common stock.
      Under the plan, the exercise price of each option equals or exceeds the market
      price of the Company’s stock on the date of grant, and the options’ maximum term
      is ten years. Options are granted at various times and vest over various
      periods.





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 would have changed to the pro-forma amounts
      indicated below.





2005Net
                loss available to common shareholdersAs
                Reported
            
            $
            (3,510,658
            )Pro
                Forma
            
            
            (3,532,527
            )Basic
                and diluted loss per shareAs
                Reported
            
            $
            (.31
            )Pro
                Forma
            
            
            (.31
            )





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 one
      year.





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




Weighted
                  AverageFixed
                  Options
              
              Shares
              
              Exercise
                  PriceOutstanding
                  at beginning of year
              
              
              —
              
              $
              —Granted
              
              
              1,920,000
              
              
              .70Outstanding
                  at September 30, 2005
              
              
              1,920,000
              
              $
              .70Options
                  exercisable at September 30, 2005
              
              
              822,200Weighted
                  average fair value of options granted to employees during period
                  ended
                  September 30, 2005
              
              $
              .70
   -12-
  OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


(UNAUDITED)




WeightedNumber
            
            Average
            
            Weighted
            
            Number
            
            WeightedOutstanding
            
            Remaining
            
            Average
            
            Exercisable
            
            AverageExercise
            
            at
                September
            
            Contractual
            
            Exercise
            
            at
                September
            
            ExercisePrice
            
            30,
                2005
            
            Life
            
            Price
            
            30,
                2005
            
            Price$
                .70
            
            
            1,920,000
            
            
            5.0
            
            $
            .70
            
            
            822,200
            
            $
            .70





NOTE
      13
      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.





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





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





Litigation





The
      Company has been advised by Pioneer Credit Recovery, Inc. 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 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
      Consumer Direct of America ("CDA"), the Company's former principal
      stockholder, that there are at least 448,420 outstanding warrants to purchase
      shares of 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 there
      warrants are 300,000 warrants exercisable at $0.25 per share through August
      25,
      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 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 willl 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.




-13-


OCEAN
      WEST HOLDING CORPORATION AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2005


(UNAUDITED)





NOTE
      14  BUSINESS
      SEGMENTS





The
      Company has two operating segments. They are organized internally primarily
      by
      the type of services 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.





InfoByPhone
            
            Ocean
                West Enterprises
            
            Total**2005**Revenue
            
            $
            9,674
            
            $
            343,400
            
            $
            353,074Depreciation
                and amortization
            
            
            7,708
            
            
            40,992
            
            
            48,700Net
                income (loss)
            
            
            (3,045,536
            )
            
            (465,122
            )
            
            (3,510,658
            )Assets
            
            $
            1,411,700
            
            
            918,468
            
            $
            2,329,168Capital
                expenditures
            
            $
            155,879
            
            
            —
            
            $
            155,879




For
      the
      nine months ended September 30, 2004 the Company only operated
      InfoByPhone





NOTE
      15
      GOING CONCERN





As
      reflected in the accompanying financial statements, the Company has a net loss
      of $3,510,658, a working capital deficiency of $1,113,193, a stockholders’
deficiency of $956,708 and used cash in operating activities of $1,768,965.
      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 our
      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. The financial statements do not
      include any adjustments that might be necessary should the Company be unable
      to
      continue as a going concern.





NOTE
      16
      SUBSEQUENT EVENTS





In
      November, 2005 the Company entered into a separation agreement with a former
      employee. The Company agreed to issue the former employee 10,000 shares of
      common stock with a fair market value of $45,100 and cash of
      $6,923.




-14-





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





General





InfoByPhone,
      Inc., a 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 which users of any mobile device with text messaging/SMS or
      email capability, can use to call, email, or text message (SMS) questions,
      provided they have registered at our website to use our service. An answer
      is
      then text messaged or e-mailed back to the consumer’s mobile device, usually
      within a matter of minutes.





Using
      proprietary methods that are patent pending, 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.).All information is researched on the Internet, we
      currently do not use sources other than the Internet for answers. Once
      information is accessed from third party strategic partners or Internet Search
      Engines, 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
      provide two basic services for our customers, one that permits a wide range
      of
      questions to be asked for free, such as 411 directory service, directions,
      weather, stock quotes, sport scores, flight times, shopping comparison, movie
      times, astrology information and news. These questions are asked through
      designed templates that direct the end user to specify the information requested
      in the appropriate content category, either through our voice portal or by
      texting us the request from a downloaded application. The second service is
      our
      AskMeAnything feature, for a charge of $.49 billed directly through your
      cellular carrier, the user can ask any question that cannot be asked in the
      free
      service. These questions can also be asked through our voice portal or be
      texting the request through our downloaded application. We anticipate increasing
      the content categories for our free questions in the future.





We
      have
      launched the product from beta on November 1, 2005. The release is primarily
      for
      cell phone users in the U.S. and Canada. We have begun a national marketing
      program via a television commercial that will run on local cable networks in
      the
      top 100 markets in the U.S. We are anticipating building our customer base
      through this advertising program as well as a marketing relationship with Avis
      Car rental that will offer our product for free for 90 days to Avis renters
      at
      their top 100 locations in the first quarter of 2006. Further, we expect to
      increase our customer base through a Co-Marketing effort with Research In Motion
      to offer our products directly to customers at RIM. We are also utilizing
      existing cellular resellers as points of distribution for our products.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.





We
      have
      relocated our corporate offices to Irvine , California and are in the process
      of
      staffing the office and relocating employees from other areas to Irvine. We
      anticipate increasing our office space as our growth dictates.





We
      have
      built our own facility in Manila, Philippines to accommodate our staffing needs
      for researchers. The offices officially opened at the end of October , 2005
      and
      are currently staffed with approximately 120 researchers and management. The
      space can accommodate up to 600 employees during 3 shifts, with 180 seats for
      researchers.





Ocean
      West Enterprises ("OWE") 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. OWE 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.




Pursuant
      to a Stock Purchase Agreement dated as of
      December 30, 2005, Container/ITW, Inc., a recently formed unaffiliated Delaware
      corporation with no substantial assets, purchased 100% of the capital stock
      of
      OWE.




-15-





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, Inc., 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 predicted in
      any
      such forward-looking statement include our ability to raise additional capital,
      ability to attract and retain customers, ability to monetize our products,
      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.





MATERIAL
      CHANGES IN RESULTS OF OPERATIONS FOR THE 3-MONTH PERIODS ENDING SEPTEMBER 30,
      2005 AND 2004, THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005, AND THE PERIOD
      JANUARY 7, 2004 (INCEPTION) TO SEPTEMBER 30, 2004





We
      reported sales of $164,119 and $353,074 for the three and nine months ended
      September 30, 2005, as compared to $1,270 for the three months ended September
      30, 2004 and the period January 7, 2004 (Inception) to September 30, 2004.
      The
      increase in our sales was due to the Company rolling out its service on a
      subscription basis in its mobile services division and sales in our mortgage
      services division.





Research
      and Development expenses have increased to $66,251 and $108,107 for the three
      and nine months ended September 30, 2005, as compared to $33,983 and $65,559
      for
      the three months ended September 30, 2004 and the period January 7, 2004
      (Inception) to September 30, 2004. This increase was a result of the Company’s
      continued development of its services and products in its mobile services
      division.





Cost
      of
      revenue have increased to $291,089 and $512,253 for the three and nine months
      ended September 30, 2005, as compared to $0 for the three months ended September
      30, 2004 and the period January 7, 2004 (Inception) to September 30, 2004.
      The
      Company has incurred significant costs in its mobile services division as it
      implements its services. Most
      of
      the costs are derived from its call center in the Philippines and amounts paid
      to third party content providers.





General
      and administrative costs have increased to $566,006 and $1,052,122 for the
      three
      and nine months ended September 30, 2005, as compared to $141,272 and $171,299
      for the three months ended September 30, 2004 and the period January 7, 2004
      (Inception) to September 30, 2004. The Company is incurring additional expenses
      as it implements its business plan in its mobile services division.





Professional
      fees have increased to $300,223 and $442,248 for the three and nine months
      ended
      September 30, 2005, as compared to $41,314 and $86,650 for the three months
      ended September 30, 2004 and the period January 7, 2004 (Inception) to September
      30, 2004. Most of these costs are legal and accounting associated with the
      Company’s merger and private placement of securities.




-16-





Payroll
      expense has increased to $269,577 and $482,804 for the three and nine months
      ended September 30, 2005, as compared to $80,757 for the three months ended
      September 30, 2004 and the period January 7, 2004 (Inception) to September
      30,
      2004. The Company has begun to staff up its operations in anticipation of
      increased operations in its mobile services division.





Interest
      expense has increased to $34,973 and $39,117 for the three and nine months
      ended
      September 30, 2005, as compared to $0 for the three months ended September
      30,
      2004 and the period January 7, 2004 (Inception) to September 30,
      2004.





Interest
      expense is primarily a result of the debt associated with OWE.




-17-




Stock
      Compensation has increased to $238,367 and $1,226,981 for the three and nine
      months ended September 30, 2005, as compared to $0 for the three months ended
      September 30, 2004 and the period January 7, 2004 (Inception) to September
      30,
      2004. During 2005, the Company issued 2,662,400 shares of common stock for
      services valued at $689,063. The shares were valued at a recent cash offering
      price. In addition, 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 fair market on the date of issuance based on recent cash offering prices.
      For the three and nine months ended September 30, 2005, the Company recognized
      $238,367 and $1,226,981 respectively, in stock compensation
      expense.





All
      of
      the foregoing increases are directly related to increases in our marketing
      efforts, including preparation for our fall 2005 launch.





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





We
      reported a net loss of to $1,602,377 and $3,510,658 for the three and nine
      months ended September 30, 2005, as compared to $296,056 and $402,995 for the
      three months ended September 30, 2004 and the period January 7, 2004 (Inception)
      to September 30, 2004. Our revenues are not sufficient to fund our operations
      and we anticipate that we will incur losses for the foreseeable future until
      such time as we can significantly increase our revenues. Because of the early
      stage of our business, the highly competitive nature of our industry and our
      lack of sufficient working capital, it is unlikely that we will be able to
      increase our revenues in the near future to a level which will sustain our
      operations and enable us to report a profit.





MATERIAL
      CHANGES IN FINANCIAL CONDITION - SEPTEMBER
      30, 2005, AS COMPARED WITH SEPTEMBER 30, 2004





Net
      cash
      used in operating activities increased to $1,768,965 for the nine months ended
      September 30, 2005 as compared to $333,217 for the period January 7, 2004
      (Inception) to September 30, 2004. Included in this increase was:





O
            an
                increase of $3,107,663 in our net
                loss,





O
            an
                increase of $1,226,981 in stock compensation issued for services
                and
                consulting





O
            an
                decrease of $(30,670) in accounts payable,
                and





O
            an
                increase of $393,317 in accrued
                expenses.





Net
      cash
      used in investing activities were $169,266 for nine months ended September
      30,
      2005 and $26,270 for the period January 7, 2004 (Inception) to September 30,
      2004. The Company purchased computer equipment and furniture. Net cash provided
      by financing activities were $3,086,482 for the nine months ended September
      30,
      2005 compared to $366,501 for the period January 7, 2004 (Inception) to
      September 30, 2004. During the nine months ended September 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 July
      2005.





In
      July
      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 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 1,066,710 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 selected dealer. The proceeds received in this Offering were first
      be
      used to repay approximately $100,000 of outstanding principal and accrued
      interest owed to an unaffiliated third party. The remaining proceeds from this
      Offering are being used for research and development, marketing and for working
      capital and general corporate uses.




-18-




We
      had a
      working capital deficit of $1,113,193 at September 30, 2005 and cash on hand
      of
      $1,148,251. At September 30, 2004, we had a stockholders’ deficit of
      $956,708.





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





The
      report of our independent registered public accounting firm on our consolidated
      financial statements as of December 31, 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
      RECOGNITION





Revenue
      is recognized on sales of products when the customer receives title to the
      goods, generally upon delivery. Revenue is recorded on a gross basis, since
      we
      are responsible for fulfillment, including the acceptability of the products
      and
      services ordered by the customer. In the event we place any merchandise on
      consignment, the related sales from such merchandise will be recorded when
      such
      merchandise is sold by the retailer.





RESEARCH
      AND DEVELOPMENT





We
      account for research and development costs in accordance with several accounting
      pronouncements, including SFAS 2, Accounting for Research and Development
      Costs.





ACCOUNTS
      RECEIVABLE; ALLOWANCE FOR DOUBTFUL ACCOUNTS





We
      maintain allowances for doubtful accounts for estimated losses resulting from
      the inability of our customers to make required payments. If the financial
      condition of customers were to deteriorate, resulting in an impairment of their
      ability to make payments, additional allowances may be required.





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,” SFAS
      No. 153, “Exchanges of Non-monetary Assets - an amendment of APB Opinion No.
      29,” and SFAS No. 123 (revised 2004), “Share-Based Payment,” were recently
      issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current
      applicability to the Company and have no effect on the financial
      statements.




-19-





Item
      3. Controls and Procedures.





The
      Company’s management evaluated, with the participation of the Company’s
      principal executive and principal financial officer, the effectiveness of the
      Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”)), as of September 30, 2005.




In
        February 2006, we restated our Consolidated Balance Sheet (unaudited) at
        September 30, 2005 and our Consolidated Statement of Operations (unaudited)
        for the three and nine months ended September
        30, 2005 and Consolidated Statement of Cash Flows (unaudited) for the nine months
        ended September 30, 2005 which appeared in our Quarterly Report on Form 10-QSB
        for the
        period ended September 30, 2005, as previously filed with the Securities
        and
        Exchange Commission.
        These restatements were made to reflect the spin-off of Ocean West Enterprises
        had not
        occurred until approved by the SEC. The Company recorded the operations in
        accordance with
        SFAS
        144 paragraph 27.
 
 As
        a
        result of these restatements, the operations of Ocean West Holding Corporation
        have been included in current operations. Because of these accounting errors,
        our Chief Executive Officer previously determined that a deficiency in internal
        controls existed at September 30, 2005, related to the operations of Ocean
        West
        Holding Corporation. Subsequent to
        the
        restatements, our management has taken the remedial steps necessary to eliminate
        the material
        weakness relating to financial disclosure controls that resulted in the
        restatement discussed
        above.
 
 Our
        Chief
        Executive Officer, who also serves as our principal financial and accounting
        officer, conducted an evaluation of the effectiveness of our disclosure controls
        and procedures
        (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act
        of 1934,
        as
        amended) as of a date (the "Evaluation Date") as of the end of the period
        covered by the report.
        Based upon that evaluation, our Chief Executive Officer has concluded that
        the
        Company's disclosure controls and procedures are effective in gathering,
        analyzing and disclosing information needed to satisfy the Company's disclosure
        obligations under the Exchange
        Act.
 
 Other
        than the changes discussed above, based upon the foregoing evaluation there have
        been
        no change in our internal control over financial reporting that has materially
        affected, or
        is
reasonably
        likely to materially affect, our internal control over financial
        reporting.




-20-




**PART
      II. OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





In
      the
      ordinary course of business, the Company may be involved in legal proceedings
      from time to time. As of the date of this report, there are no legal proceedings
      against the Company other than as set 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
      September 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 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.





-21-





**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 September 30, 2005, were previously reported on
      Form 8-K.





As
      of
      July 31, 2005, the Registrant had sold 10,666,669 shares of its Common Stock
      (the “Shares”) for total gross proceeds of $3,200,000 in a private placement of
      its securities, on a best efforts, $750,000 minimum, $3,200,000 maximum basis
      (the “Offering”). The Registrant 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, a 3% Non Accountable Fee of
      $96,000, as well as other transaction expenses payable by the Registrant.





On
      July
      20, 2005, the Board of Directors granted Darryl Cohen an option under his
      employment contract to purchase 200,000 shares of Common Stock exercisable
      for
      up to 10 years at $.70 per share. Fifty (50,000) thousand shares vested
      immediately and 50,000 shares will vest every 90 days thereafter for 9
      months.





On
      July
      19, 2005, the Board of Directors granted Alan Smith and Sandro Sordi, the two
      independent members of the Board of Directors, options to each purchase 40,000
      shares of Common Stock. These non-qualified stock options are exercisable for
      10
      years commencing on July 20, 2005 at $.70 per share, with 25,000 shares vested
      immediately for prior services and an additional 5,000 shares vested each four
      months from July 19, 2005 until fully vested 12 months later.





The
      issuance of all of the above 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
      Schedule 14C Preliminary Information Statement filed on January 25, 2006,
      has not been finalized and mailed.





On
      July
      18, 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.





**Item
      5. Other Information.**





None.





-22-


**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
      Amendment No. 1.


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 September 30, 2005:





Date
            ItemsJuly
                8
            1.01,
                3.02 and 9.01July
                11
            1.01,
                3.02 and 9.01August
                2
            4.01
                and 9.01August
                3
            3.02August
                11
            2.01
                and 9.01August
                15
            5.03





-23-





**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:
              February 16, 2006
            **Ocean
              West
              Holding Corporation**By:
            /s/
              Darryl CohenDarryl
              Cohen, Chief Executive Officer(Principal
              executive officer and Principal financial
              officer)




-24-





**Ocean
      West Holding Corporation**





**Quarterly
      Report on Form 10-QSB/A**


**Quarter
      Ended September 30, 2005**





**EXHIBIT
      INDEX**




Exhibit
                    Number
                  Description
 31.1
                  Certification
                      pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant
                      to
                      Section 302 of the
 
 32.1
                  Certification pursuant to 18
                    U.S.C. 1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.




-25-