Exhibit 31.1

                                  CERTIFICATION

      I, Darryl Cohen, the Chief Executive Officer (principal  executive officer
and principal financial officer) of Ocean West Holding Corporation certify that:

1.    I have reviewed this Quarterly Report on Form 10-QSB/A  Amendment No. 2 of
      Ocean West Holding Corporation;

2.    Based on my knowledge,  this Quarterly  Report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this Quarterly Report; and

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The small business issuer's other certifying officer and I are responsible
      for  establishing and maintaining  disclosure  controls and procedures (as
      defined in Exchange  Act Rules  13a-15(e)  and  15d-15(e))*  for the small
      business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Designed such internal control cover financial reporting,  or caused
            such internal control over financial  reporting to be designed under
            our  supervision,  to provide  reasonable  assurance  regarding  the
            reliability of financial  reporting and the preparation of financial
            statements for external purposes in accordance with general accepted
            accounting principles;

      (c)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (d)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The small business  issuer's other  certifying  officer I have  disclosed,
      based on our most recent  evaluation  of internal  control over  financial
      reporting, to the small business issuer's auditors and the audit committee
      of small business  issuer's board of directors (or persons  performing the
      equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuers internal controls over financial reporting

Date: September 25, 2006          /s/ Darryl Cohen
                                  ---------------------------------------
                                  Darryl Cohen, Chief Executive Officer
                                  (Principal Executive Officer and
                                  Chief Financial Officer)