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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

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

For the quarterly period ended December 31, 2003

Commission File Number 000-49971

Ocean West Holding Corporation

(Exact Name of Small Business Issuer as Specified in Its Charter)


|                         |  |                       
|------------------------ |  | ----------------------
|Delaware                 |  | 71-0876952            
|(State of Incorporation) |  | (IRS Employer         
|                         |  | Identification Number)



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15991 Redhill Avenue, Suite 110
Tustin, California 92780
(Address of Principal Executive Offices)

(714) 247-4200
(Issuers Telephone Number, Including Area Code)

State the number of shares outstanding of each of the issuers classes of
common stock as of the latest practicable date.

5,586,104 shares of Common Stock, 210,096 shares of Class B Common Stock
and 0 shares of Class D Common
Stock outstanding as of February 10, 2004

Transitional Small Business Disclosure
Format:          Yes
[   ]   No [X]





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TABLE OF CONTENTS



|                               |                                                                   |                                            |  |  |  |  |  | 
|------------------------------ | ----------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART 1 - FINANCIAL INFORMATION
|                               | Item 1. Consolidated Financial Statements                        
|                               |                                                                   | CONSOLIDATED BALANCE SHEET                
|                               |                                                                   | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                               |                                                                   | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                               |                                                                   | Notes to Consolidated Financial Statements
|                               | Item 2. Managements Discussion and Analysis or Plan of Operation
|                               | Item 3. Controls and Procedures                                  
|PART II - OTHER INFORMATION   
|                               | Item 1. Legal Proceedings                                        
|                               | Item 4. Submission of Matters to a Vote of Security Holders      
|                               | Item 6. Exhibits and Reports on Form 8-K                         
|SIGNATURES                    
|INDEX OF EXHIBITS             
|EXHIBIT 31.1                  
|EXHIBIT 31.2                  
|EXHIBIT 32.1                  



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##### Table of Contents






PART 1 - FINANCIAL INFORMATION




Item 1. Consolidated Financial Statements.

|                                                                                                          |  |      |   | 
|--------------------------------------------------------------------------------------------------------- |  | ---- | - | 
|                                                                                                          |  | Page
|Consolidated Balance Sheet  As of December 31, 2003 (unaudited)                                          |  |      | 3 | 
|Consolidated Statements of Operations  For the Three Months Ended December 31, 2003 and 2002 (unaudited) |  |      | 4 | 
|Consolidated Statements of Cash Flows  For the Three Months Ended December 31, 2003 and 2002 (unaudited) |  |      | 5 | 
|Notes to Consolidated Financial Statements                                                                |  |      | 6 | 

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

|                                     |                             |                                                                                                          |                                                                    |         |              |           |  
|------------------------------------ | --------------------------- | -------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ------- | ------------ | --------- | -
|                                     |                             |                                                                                                          |                                                                    |         | December 31,
|                                     |                             |                                                                                                          |                                                                    |         | 2003        
|                                     |                             |                                                                                                          |                                                                    |         |             
|Assets                               |                             |                                                                                                          |                                                                    |        
|                                     | Current assets:             |                                                                                                          |                                                                    |         |             
|                                     |                             | Cash and cash equivalents                                                                                |                                                                    | $       | 314,306      |          
|                                     |                             | Receivable from loans sold                                                                               |                                                                    |         | 4,707,663    |          
|                                     |                             | Mortgage loans held for sale                                                                             |                                                                    |         | 1,010,143    |          
|                                     |                             | Due from related party                                                                                   |                                                                    |         | 45,000       |          
|                                     |                             | Prepaid and other current assets                                                                         |                                                                    |         | 581,146      |          
|                                     |                             |                                                                                                          |                                                                    |        
|                                     |                             |                                                                                                          | Total current assets                                               |         |              | 6,658,258 |  
|                                     |                             |                                                                                                          |                                                                    |        
|                                     | Property and equipment, net |                                                                                                          |                                                                    | 339,578 |             
|                                     |                             |                                                                                                          |                                                                    |        
|                                     | Other assets:               |                                                                                                          |                                                                    |         |             
|                                     |                             | Originated mortgage servicing rights                                                                     |                                                                    |         | 42,507       |          
|                                     |                             | Loans held for investment                                                                                |                                                                    |         | 480,300      |          
|                                     |                             | Deposits                                                                                                 |                                                                    |         | 62,630       |          
|                                     |                             |                                                                                                          |                                                                    |        
|                                     |                             | Total other assets                                                                                       |                                                                    |         | 585,437      |          
|                                     |                             |                                                                                                          |                                                                    |        
|                                     |                             |                                                                                                          | Total assets                                                       |         | $            | 7,583,273 |  
|                                     |                             |                                                                                                          |                                                                    |        
|Liabilities and Stockholders Equity |                             |                                                                                                          |                                                                    |        
|                                     | Current liabilities:        |                                                                                                          |                                                                    |         |             
|                                     |                             | Accounts payable and accrued expenses                                                                    |                                                                    | $       | 1,076,219    |          
|                                     |                             | Due to stockholder                                                                                       |                                                                    |         | 25,247       |          
|                                     |                             | Current maturities of long-term debt                                                                     |                                                                    |         | 941,653      |          
|                                     |                             | Current maturity of capital lease obligation                                                             |                                                                    |         | 53,377       |          
|                                     |                             | Warehouse lines of credit                                                                                |                                                                    |         | 5,726,297    |          
|                                     |                             |                                                                                                          |                                                                    |        
|                                     |                             |                                                                                                          | Total current liabilities                                          |         |              | 7,822,793 |  
|                                     |                             |                                                                                                          |                                                                    |        
|                                     | Long-term liabilities:      |                                                                                                          |                                                                    |         |             
|                                     |                             | Long-term debt, less current maturities                                                                  |                                                                    |         | 235,552      |          
|                                     |                             | Capital lease obligations, less current maturities                                                       |                                                                    |         | 53,181       |          
|                                     |                             | Amount due to related party                                                                              |                                                                    |         | 15,000       |          
|                                     |                             | Notes payable  stockholders                                                                             |                                                                    |         | 295,000      |          
|                                     |                             |                                                                                                          |                                                                    |        
|                                     |                             | Total long- term liabilities                                                                             |                                                                    |         | 598,733      |          
|                                     |                             |                                                                                                          |                                                                    |        
|                                     |                             |                                                                                                          | Total liabilities                                                  |         |              | 8,421,526 |  
|                                     |                             |                                                                                                          |                                                                    |        
|                                     | Stockholders equity:       |                                                                                                          |                                                                    |         |             
|                                     |                             | Preferred stock, $.01 par value, 10,000,000 shares authorized:                                           |                                                                    |         |              |          
|                                     |                             |                                                                                                          | Series C, 1,000 shares issued and outstanding                      |         |              | 100,000   |  
|                                     |                             |                                                                                                          | Series E, 680 shares issued and outstanding                        |         |              | 170,000   |  
|                                     |                             |                                                                                                          | Series F, 1,050 issued and outstanding                             |         |              | 105,000   |  
|                                     |                             |                                                                                                          | Series G, 2,000 shares issued and outstanding                      |         |              | 200,000   |  
|                                     |                             |                                                                                                          | Series I, 125 shares issued and outstanding                        |         |              | 12,500    |  
|                                     |                             |                                                                                                          | Series L, 1,000 shares issued and outstanding                      |         |              | 1,000,000 |  
|                                     |                             |                                                                                                          | Series M, 5,000 shares authorized, 0 shares issued and outstanding |         |              |          |  
|                                     |                             | Class B common stock, $.01 par value, 5,000,000 shares authorized, 210,096
shares issued and outstanding |                                                                    |         | 2,101        |          
|                                     |                             | Class D common stock, $.01 par value, 600,000 shares authorized, none
issued and outstanding             |                                                                    |         |             |          
|                                     |                             | Common stock, $.01 par value 30,000,000 shares
authorized, 5,586,104 issued and outstanding              |                                                                    |         | 55,861       |          
|                                     |                             | Additional paid-in capital                                                                               |                                                                    |         | 1,543,194    |          
|                                     |                             | Accumulated deficit                                                                                      |                                                                    |         | (4,026,909   | )        
|                                     |                             |                                                                                                          |                                                                    |         |              |          
|                                     |                             |                                                                                                          | Total stockholders equity                                         |         |              | (838,253  | )
|                                     |                             |                                                                                                          |                                                                    |         |              |          
|                                     |                             |                                                                                                          | Total liabilities and stockholders equity                         |         | $            | 7,583,273 |  
|                                     |                             |                                                                                                          |                                                                    |         |              |          

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

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

|                                                                                       |                                                                           |                          |           |              |           |              |           |           |           | 
|-------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ------------------------ | --------- | ------------ | --------- | ------------ | --------- | --------- | --------- | 
|                                                                                       |                                                                           |                          |           | Three Months |           | Three Months
|                                                                                       |                                                                           |                          |           | December 31, |           | December 31,
|                                                                                       |                                                                           |                          |           | 2003         |           | 2002        
|                                                                                       |                                                                           |                          |           |              |           |             
|Revenues:                                                                              |                                                                           |                          |           |              |           |              |           |          
|                                                                                       | Revenues from origination and sale
of mortgage loans and commissions, net |                          | $         | 3,119,013    |           |              | $         | 3,291,908 |          
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|                                                                                       | Operating expenses:                                                       |                          |           |              |           |              |           |           |          
|                                                                                       | Salaries and wages                                                        |                          |           | 1,408,302    |           |              |           | 1,332,436 |          
|                                                                                       | Payroll taxes                                                             |                          |           | 195,689      |           |              |           | 178,565   |          
|                                                                                       | Other general and administrative expenses                                 |                          |           | 1,996,506    |           |              |           | 1,395,395 |          
|                                                                                       | Depreciation & amortization                                               |                          |           | 48,082       |           |              |           | 48,254    |          
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|                                                                                       |                                                                           | Total operating expenses |           |              | 3,648,579 |              |           |           | 2,954,650 | 
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|(Loss) income from operations                                                          |                                                                           |                          | (529,566  | )            |           |              | 337,258   |          
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|Provision for income taxes                                                             |                                                                           |                          |          |              |           |              | 250       |          
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|Net (loss) income                                                                      |                                                                           |                          | (529,566  | )            |           |              | 337,008   |          
|Dividends on preferred shares                                                          |                                                                           |                          | (45,369   | )            |           |              | (60,444   | )        
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|Net (loss) income applicable to common
shareholders                                    |                                                                           | $                        | (574,935  | )            |           | $            | 276,564   |          
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|Net (loss) income applicable to common
shareholders per common share
basic and diluted |                                                                           | $                        | (0.10     | )            |           | $            | 0.05      |          
|                                                                                       |                                                                           |                          |           |              |           |              |           |          
|Weighted average number of common shares
outstanding basic and diluted                 |                                                                           |                          | 5,796,200 |              |           |              | 5,795,200 |          
|                                                                                       |                                                                           |                          |           |              |           |              |           |          

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

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

|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                    |  |            |            |  
|--------------------------------------------------------------------------------- | ------------------------------ | - | --------------------------------------------------------- | ---------------------------------------------------- | - | ------------------ | ---------- | ------------------ |  | ---------- | ---------- | -
|                                                                                  |                                |   |                                                           |                                                      |   | Three Months Ended |            | Three Months Ended
|                                                                                  |                                |   |                                                           |                                                      |   | December 31, 2003  |            | December 31, 2002 
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|Cash flows (used for) provided by operating activities:                           |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  | Net (loss) income              |   | $                                                         | (529,566                                             | ) |                    | $          | 337,008            | 
|Adjustments to reconcile net income
to net cash provided by operating activities: |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  |                                |   | Depreciation and amortization                             |                                                      |   | 48,046             |            |                    |  | 48,254     |           
|Changes in operating assets and liabilities:                                      |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  | (Increase) decrease in assets: |   |                                                           |                                                      |   |                    |            |                    | 
|                                                                                  |                                |   | Restricted cash                                           |                                                      |   | 3,010              |            |                    |  | (24,639    | )         
|                                                                                  |                                |   | Receivable from loans sold                                |                                                      |   | 2,003,832          |            |                    |  | (9,087,125 | )         
|                                                                                  |                                |   | Mortgage loans held for sale                              |                                                      |   | 417,675            |            |                    |  | 889,158    |           
|                                                                                  |                                |   | Prepaid and other current assets                          |                                                      |   | 403,173            |            |                    |  | (43,729    | )         
|Decrease in liabilities:                                                          |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  |                                |   | Accounts payable and accrued expenses                     |                                                      |   | (414,124           | )          |                    |  | (181,912   | )         
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  |                                |   |                                                           | Net cash provided by (used for) operating activities |   |                    | 1,932,046  |                    |  |            | (8,062,985 | )
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|Cash flows (used for) investing activities:                                       |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  |                                |   | Purchases of property and equipment                       |                                                      |   | (10,697            | )          |                    |  | (28,925    | )         
|                                                                                  |                                |   | Net change in notes receivable                            |                                                      |   |                   |            |                    |  | (8,000     | )         
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  |                                |   |                                                           | Net cash (used for) investing activities             |   |                    | (10,697    | )                  |  |            | (36,925    | )
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|Cash flows (used for) provided by financing activities:                           |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  |                                |   | Net (payments) borrowings under warehouse lines of credit |                                                      |   | (2,306,679         | )          |                    |  | 7,842,114  |           
|                                                                                  |                                |   | Principal borrowings (repayments) on long-term debt       |                                                      |   | 262,830            |            |                    |  | (28,540    | )         
|                                                                                  |                                |   | Payments on capital lease obligations                     |                                                      |   | (27,394            | )          |                    |  | (24,262    | )         
|                                                                                  |                                |   | Borrowings (payments) on notes payable, stockholders      |                                                      |   | 65,000             |            |                    |  | (184,255   | )         
|                                                                                  |                                |   | Advances from stockholder                                 |                                                      |   | (13,400            | )          |                    |  |           |           
|                                                                                  |                                |   | Proceeds from sale of preferred stock                     |                                                      |   |                   |            |                    |  | 500,000    |           
|                                                                                  |                                |   | Preferred stock dividends                                 |                                                      |   | (45,369            | )          |                    |  | (60,444    | )         
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  |                                |   |                                                           | Net cash (used for) provided by financing activities |   |                    | (2,065,012 | )                  |  |            | 8,044,613  |  
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|Net decrease in cash and cash equivalents                                         |                                |   | (143,663                                                  | )                                                    |   |                    | (55,297    | )                 
|Cash and cash equivalents,beginning of period                                     |                                |   | 457,969                                                   |                                                      |   |                    | 187,862    |                   
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|Cash and cash equivalents,end of period                                           |                                | $ | 314,306                                                   |                                                      |   | $                  | 132,565    |                   
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|Supplemental disclosure of cash flow information -                                |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  | Interest paid                  |   | $                                                         | 14,182                                               |   |                    | $          | 229,498            | 
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   
|                                                                                  | Income taxes paid              |   | $                                                         |                                                     |   |                    | $          |                   | 
|                                                                                  |                                |   |                                                           |                                                      |   |                    |            |                   

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

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Notes to Consolidated Financial Statements
December 31. 2003 and 2002
(unaudited)



|(1) |  | Basis of Presentation:
|--- |  | ----------------------

The accompanying unaudited interim consolidated financial statements of Ocean
West Holding Corporation, and its subsidiary Ocean West Enterprises, Inc. dba
Ocean West Funding (collectively the Company), 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.

Since inception through December 31, 2003, the Company has suffered recurring
losses from operations; we have incurred aggregate net losses of $ 4,027,000.
In addition, the Company was not in compliance with certain loan covenants
under one of its warehouse lines of credit as of December 31, 2003. These
circumstances raise substantial doubt about our ability to continue as a going
concern, as described in the explanatory paragraph on our independent auditors
report on the September 30, 2003 consolidated financial statements, included in
the Companys Annual Report on Form 10-KSB.

Management believes that cash flows from operations will be not sufficient to
meet the Companys current liquidity and capital needs at least for the next
fiscal quarter ended March 31, 2004. The Company entered into an agreement on
January 12, 2004, with Freedom Mortgage Corporation. This event was reported
on January 22, 2004 on Form 8K. Reference is made to the agreement in Note 5
in these notes to consolidated financial statements. Under the new agreement
Ocean West will manage a new division of Freedom Mortgage. The agreement
enables both Ocean West and Freedom to increase its loan originations by
utilizing Freedom Mortgage Corporations warehouse lines. For the use of
Freedoms warehouse lending facilities, Ocean West has agreed to split the net
profits of this new division with Freedom Mortgage Corporation after 10% of the
net profits are paid to First Fidelity for its efforts in arranging the deal
between Ocean West and Freedom. Ocean West is currently using the lines of
credit offered by Freedom Mortgage Corporation for the funding of its loans.
Freedom is currently paying the expenses related to the new division. The
expenses that are not being paid by Freedom are being funded by the loans which
were in underwriting status at December 31, 2003. Due to the timing of the
payment of the such loans Ocean West has limited resources to fund its payables
owed prior to the effective date of the agreement (December 31, 2003) and
payables incurred outside of the new division. The Company anticipates its
cash flow position to improve once loans are processed for payment from the
quarter end and once the profits from the new division are realized. However,
management anticipates that profits distributions will not take place for a
period of five to eight months. The net profits will be distributed within 60
days after each fiscal quarter end. There is no certainty as to the profits
and the funding of the loans in process at quarter end, being enough to cover
its outstanding debts. The agreement is pending ratification by the Companys
shareholders before March 30, 2004. If the shareholders ratify the agreement
and the company is able meet its cash flow requirement over the next several
months, management believes this arrangement will give the company the best
long term position for sustained growth and profitability. The Company will
then be in position to retain earnings which will help increase liquidity in
the future. Future offerings are possible, although the Company does not
currently have any specific offering plans.



|(2) |  | Nature of Business:
|--- |  | -------------------

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

Ocean West Enterprises, a California corporation, was incorporated in November
1988 for the purpose of engaging in mortgage banking activities. It is
involved in the process of originating, packaging and funding of HUD and other
government-insured loans and non-government-insured loans in the United States.

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Notes to Consolidated Financial Statements
December 31. 2003 and 2002
(unaudited)



|(3) |  | Principles of Consolidation:
|--- |  | ----------------------------

The consolidated financial statements include the accounts of Ocean West and
its wholly owned subsidiary, Ocean West Enterprises. All significant
inter-company accounts and transactions have been eliminated.



|(4) |  | Interim Period:
|--- |  | ---------------

These financial statements have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been omitted.
Operating results for the three months ended December 31, 2003 are not
necessarily indicative of the results that may be expected for the full year
ending September 30, 2004.

The unaudited interim consolidated financial statements should be read in
conjunction with the Companys audited financial statements and notes thereto
for the past fiscal year ended September 30, 2003, included in the Companys
Annual Report on Form 10-KSB.

Earnings per share have been calculated based upon the weighted average number
of common shares outstanding during both reporting periods.



|(5) |  | Subsequent Event:
|--- |  | -----------------

The Company entered into an agreement on January 12, 2004, with Freedom
Mortgage Corporation of New Jersey. This event was reported on January 22,
2004 on Form 8K. The agreement enables the Company to transfer a significant
portion of Ocean Wests loan origination operations. Under the agreement,
Ocean West will transfer to Freedom Mortgage its net branch network of retail
branches and its broker agreements with various wholesale mortgage brokers.
Upon consummation of the agreement, Ocean West will continue to manage the
transferred operations and will receive approximately 45% of the net profits
generated from such operations.

Ocean Wests net branches are its retail branches where all related branch
expenses are paid for through branch revenues and the manager of the branch is
compensated only through the branch profits. The net branches comprised
approximately 56.7% of the loan volume in the fiscal year ended September 30,
2003. As of September 30, 2003, the Company had 78 retail net branches in 29
states.

Under its broker agreements, loan brokers generally receive commissions on the
individual loan transactions submitted by the broker. Commissions vary based
upon loan type, loan amount, interest rate and fees charged by the broker.
Average commissions are approximately $3,880 per loan transaction. This
division comprised approximately 9.5% of the total loan volume for the fiscal
year ended September 30, 2003.

The Company believes that the agreement with Freedom Mortgage will enable the
transferred operations to increase the level of loan origination by funding the
loans through Freedom Mortgage and Freedoms warehouse lending facilities.
Freedom Mortgage currently has approximately $240 million in warehouse lending
capacity.

Upon consummation of the transaction, Mark Stewart and Daryl Meddings, Ocean
Wests current executive officers are expected to receive new compensation
packages from Freedom Mortgage their total compensation from the two companies
are not expected to exceed current compensation levels.

The transaction is subject to Ocean West obtaining stockholder approval of the
agreement. Ocean West currently expects the transactions to close on or around
March 30, 2004.

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Notes to Consolidated Financial Statements
December 31. 2003 and 2002
(unaudited)




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

General

Ocean West is a holding company, which holds all of the issued and
outstanding stock of Ocean West Enterprises. Ocean West Enterprises is a
wholesale and retail mortgage banking company primarily engaged in the business
of originating and selling loans secured by real property with one to four
units. We offer a wide range of products and historically, we primarily have
targeted high quality, low risk borrowers. However, we recently expanded into
the higher risk sub-prime market to assist in efforts to diversify our lending
practices. Our income is generated from loan origination fees and from gains
from sales of mortgage loans on the secondary mortgage market and to private
investors. We also generate revenues through fees, such as brokerage fees,
underwriting fees, processing fees and document drawing fees, in connection
with the funding or brokering of a loan. During fiscal 2003, we have funded
approximately 20% of our loans through our warehouse credit facilities.
Typically, the amount drawn from our warehouse lines of credit for a particular
loan is repaid when the loan is sold in the secondary mortgage market or to an
investor.

We face strong competition in originating, purchasing and selling mortgage
loans and related mortgage servicing rights. Our competition is principally
from savings and loans associations, other mortgage companies, commercial banks
and, to a lesser degree, credit unions and insurance companies, depending upon
the type of mortgage loan product offered. In addition to offering a wide
range of competitive products, we believe we compete with these entities
through our efforts to provide helpful and timely service to mortgage brokers
and borrowers alike. Many of these institutions have greater financial
resources than we do and maintain a significant number of branch offices in the
areas in which we conduct operations. Increased competition for mortgage loans
from other lenders may result in a decrease in the volume of mortgage loans
that we are able to originate and purchase. If we are unable to compete
effectively, our operations and financial condition could be materially and
adversely affected.

Ocean West changed its fiscal year-end subsequent to March 31, 2002 from
March 31 to September 30 effective in 2002. The reasons for the change were a
reduction in auditing costs as fewer companies use a September 30 year-end and
to aid in HUD reporting.

Critical Accounting Policies

As set forth in greater detail in Footnote (1) to Ocean Wests September
30, 2003 financial statements Summary of Significant Accounting Policies, the
Company recognizes revenue upon sale of a loan when the documents are shipped
to the independent investors, and all rights have passed and the Company has
become obligated to convey the loan, thereby isolating the transferred assets
from the Company and fulfilling all criteria of SFAS No. 140. If these
criteria were not met, then revenue recognition would be delayed until the
proceeds were subsequently received from the investors, typically within the
following month.

Pursuant to SFAS No. 91, the Company capitalizes its loan origination costs,
including an amount of its payroll and related costs which are directly
attributable to the credit origination process. The measurement of such
capitalizable costs requires the use of some judgments by management, as to the
portion of such costs associated with credit origination and with other
activities.

Disclosure, pursuant to SFAS No. 107, is required of the fair value of
financial instruments. However, since most of the Companys financial
instruments turn over within a very short time period, management discloses
that the net book value approximates fair value at the balance sheet date.

8



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Item 2. Managements Discussion and Analysis or Plan of Operation (continued)

Results of Operations

We believe that interest rate trends potentially have the single largest
effect on our results of operations. Trends in interest rates are not only
important to our refinance business, but are also very important in the
purchase market. As interest rates rise, more individuals are eliminated as
potential borrowers. The reason for this is simple  as interest rates get
higher, so do the mortgage payments. Higher payments mean fewer people have
the ability to qualify for loans. Historically, mortgage bankers like us are
more negatively affected by a rising interest rate market than banks. Banks
tend to have an advantage in an adjustable rate market, because banks have the
ability to hold loans and, therefore, can be more creative in designing
adjustable rate loans to fit the borrowers needs. Mortgage bankers like us
are limited to loan products that can be sold in the secondary market or
securitized. These programs have become more competitive in recent years, but
we believe banks still retain a competitive advantage.

Historically inflation has an impact on us because inflation typically
impacts interest rates. As the threat of inflation becomes more of a concern,
interest rates tend to rise. This result is based upon the perception that the
Federal Reserve will revise short-term interest rates to keep inflation in
check. This concern ultimately affects mortgage rates.

Our revenues are currently derived approximately two-thirds from sale of
loans and one-third from fees generated in connection with such sales.
Revenues generated from the sale of a loan vary based on loan type and size.
Premiums paid can range from 1/8% to 5% of the loan amount. Conventional
conforming loans have lowest profit margins while alternative A and sub-prime
loans have higher premiums. Sub-prime loans typically have the largest margins.
Fees received also vary depending on loan type and origination source and
generally range from $495 to $995 per loan.

Three Months Ended December 31, 2003 Compared to Three Months Ended December
31, 2002

During the quarter ended December 31, 2003, we funded 1,177 loans with an
aggregate dollar value of approximately $211 million compared to 1,222 loans
with an aggregate dollar value of approximately $206 million in the quarter
ended December 31, 2002. This decrease was due to less favorable market
conditions. The average loan size for the quarter ended December 31, 2003 was
approximately $179,000, which was a decrease from an average loan size of
$169,000 for the quarter ended December 31, 2002. As the Company continues to
increase its originations in markets outside California, the average loan size
decreases due to lower home prices in much of the rest of the nation.

Net revenues from origination and/or sale of loans decreased to $3.1
million for the quarter ended December 31, 2003 from $3.3 million for the
quarter ended December 31, 2002. The decrease in revenues can be attributed to
the fact that the Company was unable to fund loan production due to the loss of
warehouse line capacity.

Total operating expenses increased by $694,000 to $3.6 million for the
quarter ended December 31, 2003 from $2.9 million for the quarter ended
December 31, 2002. Salaries, wages and payroll taxes were $1.6 million for the
quarter ended December 31, 2003 compared to $1.5 million for the December 31,
2002. The increase in salaries, wages and payroll taxes was primarily due to
an increase in staff personnel at the branch offices. Other general and
administrative expenses consist primarily of rent, advertising services, and
fees for professional services, insurance and office expenses. These expenses
increased $601,000 to $2.0 million for the quarter ended December 31, 2003 from
$1.4 million for the same period in 2002. Rent, insurance and related office
expenses increased as more branch officers were added as we continued to move
from primarily originating loans through independent brokers to originating
loans primarily though our employees.

We had a net loss of $529,566 for the quarter ended December 31, 2003
compared to net income of $337,008 for the same quarter of 2002. The
significant decrease in income for the December 31, 2003 quarter was due to a
decrease in loan volume and an increase in general and administrative expenses.

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Item 2. Managements Discussion and Analysis or Plan of Operation (continued)

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support asset
growth, satisfy disbursement needs, maintain reserve requirements and otherwise
operate on an ongoing basis. If our loan volume were to increase too rapidly,
we believe the increase could have a severe impact on our liquidity. Our
warehouse credit facilities limit the amount that may be advanced on each loan
funded. Therefore, cash must be used to fund the additional dollars needed to
close escrow. Thus, it is crucial that we closely monitor our loan volume.

Historically we have funded loans primarily through our warehouse credit
facilities or using cash on hand. During fiscal 2004, we have funded
approximately 20% of our loans through our warehouse credit facilities. Loans
that are closed using our credit facilities are funded through short term
borrowing on our warehouse lines of credit. We pay interest on funds advanced
under the warehouse lines of credit at a pre-negotiated rate. The interest
rate at which we borrow is variable in nature and typically averages between
4.5% and 5.5% per annum. The average time between funding a mortgage and the
receipt of the proceeds from the sale of the mortgage was approximately fifteen
days during fiscal 2002 and continued as such during the three months ended
December 31, 2003.

Our ability to finance and purchase mortgage loans depends on our ability
to secure warehouse lines of credit with acceptable terms. Previously, we
have funded the majority of our loans through First Collateral Services. First
Collateral ceased providing us funds under the line effective April 30, 2003.
The outstanding balance on the First Collateral Services line of credit is
being paid off as the loans securing the lines are sold. As of December 31,
2003 the outstanding balance with First Collateral Services was $535,884.
Until January 2003, we had frequently drawn amounts in excess of the limit on
the line. It bears interest at 8% and the rate on September 30, 2002 was
4.311%.

Currently we fund loans through our warehouse lines of credit with
Provident Consumer Financial Services and Warehouse One Acceptance Company IV,
LLC. As of December 31, 2003 the outstanding balance with Provident Consumer
Financial Services and Warehouse One was $5,043,413 and $147,000, respectively.
The lending limit on the line of credit through Provident Consumer Financial
Services is currently $8,000,000 and the Warehouse One lending limit is
$5,000,000. The Warehouse One and Provident lines are also $50 to $100 more per
transaction than those charged by First Collateral. In addition, the lending
limits on the First Collateral line of credit had been larger than those
granted by the current providers. The loan agreement governing the terms of
the Warehouse One line of credit contains a restrictive covenant relating to
tangible net worth. The Company received an amendment to its agreement with
Warehouse One changing its financial net worth covenant from $750,000 to
$450,000 on December 30, 2003. Currently, the Company is not in compliance
with its lender under the new amended agreement. By not compling with the
restrictive covenants, there is the possibility that we may lose the credit
facility at any time, which would cause a negative impact on the way we do
business and a material adverse effect on our results of operations and
financial condition.

At December 31, 2003, the interest rate charged on our warehousing lines
of credit with Provident Consumer Financial Services and Warehouse One were
approximately 4.43% and 5.61%, respectively. The fees associated with
Provident Consumer Financial Services and Warehouse One is also $50 to $100
more per transaction than those charged by First Collateral. In addition the
lending limits on the First Collateral line of credit has been larger than
those granted by the current providers. The loss of First Collateral as our
primary warehouse lender has increased our cost of funds and has limited our
ability to fund a higher volume of loans and may have a material adverse effect
on our results of operations and financial condition. To the extent we are not
successful in securing alternate warehousing sources; we may have to curtail
our mortgage loan origination activities, which would also have a material
adverse effect on our results of operations and financial condition.

At the present time, our liquidity resources are minimal. We are
currently not in compliance and have not consistently met the HUD net worth
requirements. We were unable to maintain a minimum net worth of $1,000,000
to retain our mortgagee status. Due to the facts that the Company was unable
to maintain its required net worth and the amount of FHA business has decreased
significantly over the past few years, we elected to change our status to
Correspondent with HUD in July of 2003. The percentage of FHA loans funded for
the quarter ended December 31, 2003 was 9.2% based on dollar volume, compared
to 16% for the three month period ended December 31, 2002.

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Item 2. Managements Discussion and Analysis or Plan of Operation (continued)

Historically we have funded operations through a combination of borrowings
and issuance of stock. We currently intend to retain our earnings for the
foreseeable future to help increase our liquidity. In the short term, our goal
is to maintain current production levels with no significant increases or
decreases until our liquidity increases. Management believes that over the
upcoming months the increase in net income due to the agreement with Freedom
Mortgage will aid our liquidity.

Management believes that cash flows from operations will be not
sufficient to meet the Companys current liquidity and capital needs at least
for the next fiscal quarter ended March 31, 2004. The Company entered into an
agreement on January 12, 2004, with Freedom Mortgage Corporation. This event
was reported on January 22, 2004 on Form 8K. Reference is made to the
agreement in Note 5 in these notes to consolidated financial statements. Under
the new agreement Ocean West will manage a new division of Freedom Mortgage.
The agreement enables both Ocean West and Freedom to increase its loan
originations by utilizing Freedom Mortgage Corporations warehouse lines. For
the use of Freedoms warehouse lending facilities, Ocean West has agreed to
split the net profits of this new division with Freedom Mortgage Corporation
after 10% of the net profits are paid to First Fidelity for its efforts in
arranging the deal between Ocean West and Freedom. Ocean West is currently
using the lines of credit offered by Freedom Mortgage Corporation for the
funding of its loans. Freedom is currently paying the expenses related to the
new division. The expenses that are not being paid by Freedom are being funded
by the loans which were in underwriting status at December 31, 2003. Due to
the timing of the payment of the such loans Ocean West has limited resources to
fund its payables owed prior to the effective date of the agreement (December
31, 2003) and payables incurred outside of the new division. The Company
anticipates its cash flow position to improve once loans are processed for
payment from the quarter end and once the profits from the new division are
realized. However, management anticipates that profits distributions will not
take place for a period of five to eight months. The net profits will be
distributed within 60 days after each fiscal quarter end. There is no
certainty as to the profits and the funding of the loans in process at quarter
end, being enough to cover its outstanding debts. The agreement is pending
ratification by the Companys shareholders before March 30, 2004. If the
shareholders ratify the agreement and the company is able meet its cash flow
requirement over the next several months, management believes this arrangement
will give the company the best long term position for sustained growth and
profitability. The Company will then be in position to retain earnings
which will help increase liquidity in the future. Future offerings are
possible, although the Company does not currently have any specific offering
plans.

Cash Flows

During the first three months of fiscal 2004 and 2003 we had net cash
provided by and (used for) operating activities of $1.9 million and ($8.1)
million, respectively. The primary sources of net cash provided by was a
decrease in the amount of mortgage loans held for sale and receivables from
loans sold over the three month period ending December 31, 2003 offset by the
net loss for the period. The primary source of the net cash used for
operating activities for the three month period ended December 31, 2002 was an
increase in the amount of mortgage loans held for sale and receivables from
loans sold. As investors purchase loans, the amounts advanced for such loans
through the warehouse lines of credit are paid. At that time, the receivables
are cleared and the cash deposited in our operating account. These accounts
vary significantly depending upon where the bulk of the loans are in the
process of funding and selling.

Net cash used for investing activities during the first three months of
fiscal 2004 and 2003 was $11,000 and $37,000 which was attributable to purchase
property and equipment and the issuance of notes receivable.

Net cash used for financing activities for the three months ended December
31, 2003 was $2.1 million. This consisted primarily of payments under the
warehouse lines of credit of $2.3 million, payments of $27,000 on capital lease
obligations and payments on advances from stockholder of $13,400, as well as
dividends paid of $45,000 offset by borrowings of $263,000 on long-term debt

and $65,000 on notes payable from stockholder. Net cash provided by financing
activities for the three months ended December 31, 2002 was $8.0 million. This
consisted primarily of borrowings under the warehouse lines of credit of $7.8
million and proceeds from sale of preferred stock of $500,000
offset by payments of $184,000 on notes payable to stockholders, $29,000
on long-term debt and $24,000 on capital lease obligations as well as dividends
paid of $60,000.

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Item 2. Managements Discussion and Analysis or Plan of Operation (continued)

At 2003, the Company has net operating loss carryforwards (NOLs) of
approximately $1,853,000, for Federal income tax reporting purposes and
approximately $1,028,000 for state reporting purposes, expiring in various
years through 2020.

On September 11, 2002, the Governor of California signed into law new tax
legislation that suspends the use of NOL carryforwards into tax years beginning
on or after January 1, 2002 and 2003. Should the Company have taxable income
for the year ending December 31, 2003, it may not look to California net
operating losses generated in prior years to offset taxable income. This
suspension will not apply to tax years beginning in 2004 and beyond.

Regulatory Trends

The regulatory environments in which we operate have an impact on the
activities in which we may engage, how the activities may be carried out and
the profitability of those activities. Therefore, changes to laws, regulations
or regulatory policies can affect whether and to what extent we are able to
operate profitably. For example, proposed state and federal legislation
targeted at predatory lending could have the unintended consequence of raising
the cost or otherwise reducing the availability of mortgage credit for those
potential borrowers with less than prime-quality credit histories, thereby
resulting in a reduction of otherwise legitimate sub-prime lending
opportunities.

Forward-Looking Statements

Statements contained in this Form 10-QSB that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. In addition, words such as
believes, anticipates, expects and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements or events, or timing of events, to
differ materially from any future results, performance or achievements or
events, or timing of events, expressed or implied by such forward-looking
statements. We cannot assure that we will be able to anticipate or respond
timely to the changes that could adversely affect our operating results in one
or more fiscal quarters. Results of operations in any past period should not
be considered indicative of results to be expected in future periods.
Fluctuations in operating results may result in fluctuations in the price of
our securities.

In the event we need to raise additional financing, there can be no
assurance that any such financing will be available on acceptable terms. If
such financing is not available on satisfactory terms, we may be unable to
expand or continue our business as desired and operating results may be
adversely affected. Debt financing will increase expenses and must be repaid
regardless of operating results. Equity financing could result in dilution to
existing stockholders.

Some of the more prominent known risks and uncertainties of our business
are set forth below. However, this section does not discuss all possible risks
and uncertainties to which we are is subject, nor can it be assumed that there
are not other risks and uncertainties which may be more significant.



| |  |  | Our losses from period to period;                                                                                                                           
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Our failure to continuously meet HUD minimum net worth requirements;                                                                                        
|
| |  |  | Our failure to continue to be an approved FHA mortgagee;                                                                                                    
|
| |  |  | Our dependence on the warehouse lines of credit which has
been reduced and our failure to comply with restrictive covenants
relating to the lines of credit;
|
| |  |  | Our need for additional funding sources so that our ability
to originate and fund loans is not impaired and                                                 
|
| |  |  | Our ability to compete with banks and other mortgage lenders
that are significantly larger.                                                                 

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Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer have
carried out an evaluation of the effectiveness of the Companys disclosure
controls and procedures as of December 31, 2003 (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15(d)-15(e)). Based on that
evaluation, these officers have concluded that as of December 31, 2003, the
Companys disclosure controls and procedures were adequate.

Changes in Internal Controls

During the period covered by this report, there have been no changes in
the Companys internal control over financial reporting that have materially
affected or are reasonably likely to materially affect the Companys internal
control over financial reporting.




PART II - OTHER INFORMATION




Item 1. Legal Proceedings

We are party to claims from time to time, not required to be disclosed in
accordance with Item 103 of Regulation S-B. While management currently
believes that the ultimate outcome of these proceedings, individually and in
the aggregate, will not have a material adverse effect on our financial
position or results of operations, litigation is subject to inherent
uncertainties. Were an unfavorable ruling to occur, there exists the
possibility of a material adverse impact on our results of operations of the
period in which the ruling occurs. The estimate of the potential impact on our
financial position or overall results of operations for the above legal
proceedings could change in the future.




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

Not applicable.




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



|(a) |  | Exhibits
|--- |  | --------

See Index of Exhibits on page 16.



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

The Company filed a report on Form 8K on November 4, 2003 and amended the
report on November 12, 2003, reporting Changes in Registrants Independent
Accountant . The Company filed an additional report dated January 22, 2004,
reporting the registrant issued a press release announcing an agreement with
Freedom Mortgage Corporation and First Fidelity Capital Markets, a copy of
which was attached as an exhibit to the report.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                        |  |                                |  |                                                     
|----------------------- |  | ------------------------------ |  | ----------------------------------------------------
|                        |  | OCEAN WEST HOLDING CORPORATION
|                        |  |                                |  |                                                     
|Date: February 23, 2004 |  |                                |  |                                                     
|                        |  | By:                            |  | /s/ Marshall L. Stewart                             
|                        |  |                                |  |                                                     
|                        |  |                                |  | Marshall L. Stewart                                 
|                        |  |                                |  | President and Chief Executive Officer               
|                        |  |                                |  |                                                     
|Date: February 23, 2004 |  |                                |  |                                                     
|                        |  | By:                            |  | /s/ Daryl S. Meddings                               
|                        |  |                                |  |                                                     
|                        |  |                                |  | Daryl S. Meddings                                   
|                        |  |                                |  | Executive Vice President and Chief Financial Officer
|                        |  |                                |  | (Principal Accounting Officer)                      

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OCEAN WEST HOLDING CORPORATION
Quarterly Report on Form 10-QSB
For the Quarter Ended December 31, 2003




INDEX OF EXHIBITS

|                                                    |  |               |    |                                                                                                                                 |  |         |  |  |  |       
|--------------------------------------------------- |  | ------------- | -- | ------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  |  |  | ------
|                                                    |  |               |    |                                                                                                                                 |  | Exhibit |  | 
|Description of Exhibit                              |  | Table Number* |    | Number                                                                                                                         
|                                                    |  |               |    |                                                                                                                                
|Articles of Incorporation and Bylaws                |  |               | 3  |                                                                                                                                 |  |        
|                                                   
|                                                    |  | (i)           |    | Certificate of Incorporation of Ocean
West Holding Corporation                                                                  |  |         |  |  |  | 3.1(1)
|                                                    |  | (ii)          |    | Bylaws of Ocean West Holding
Corporation                                                                                        |  |         |  |  |  | 3.2(1)
|                                                   
|Instruments Defining the Rights of Security Holders |  |               | 4  |                                                                                                                                 |  |        
|                                                   
|                                                    |  | (i)           |    | Common Stock Purchase Warrant Agreement
Between Ocean West Holding Corporation and
Registrar and Transfer Company               |  |         |  |  |  | 4.1(2)
|                                                   
|302 Certifications                                  |  |               | 31 |                                                                                                                                 |  |        
|                                                   
|                                                    |  | (i)           |    | Certificate of Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                |  |         |  |  |  | 31.1  
|                                                    |  | (ii)          |    | Certificate of Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002                                |  |         |  |  |  | 31.2  
|                                                   
|906 Certifications                                  |  |               | 32 |                                                                                                                                 |  |        
|                                                   
|                                                    |  | (i)           |    | Certificate of Chief Executive Officer
and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002.** |  |         |  |  |  | 32.1  



---

|*   |  | Pursuant to Item 601 of Regulation S-B.                                                                                                                       
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Previously filed as an exhibit to the Registration Statement on Form S-1
of Ocean West Holding Corporation (SEC File No. 333-95927) filed on
February 1, 2000.
|   
|(2) |  | Previously filed as an exhibit to the Registration Statement on Form S-1
of Ocean West Holding Corporation (File No. 333-86484) filed on April 18,
2002.      
|   
|**  |  | Certification will not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934.                                                   

15