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

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                                  FORM 10-QSB/A
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                                 Amendment No. 2

(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

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

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

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

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

                                 Not Applicable
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              (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 |_|

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

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<PAGE>

                         Ocean West Holding Corporation
                                and Subsidiaries


                        Quarterly Report on Form 10-QSB/A
                                 Amendment No. 2
                         Period Ended September 30, 2005


Explanatory Paragraph


This Form 10-QSB/Amendment No. 2 for Ocean West Holding Corporation (the
"Company") for the period ended September 30, 2005, is being filed in response
to comments issued by the Staff of the Securities and Exchange Commission
concerning the operations of the Company prior to the merger of the Company with
InfoByPhone, Inc. on June 6, 2005.



                                       -i-
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES

                        Quarterly Report on Form 10-QSB/A
                         Period Ended September 30, 2005
                                Table of Contents

<TABLE>
<CAPTION>

                                                                                                                                Page
<S>                                                                                                                             <C>
PART I . FINANCIAL INFORMATION

Item 1. Financial Statements:
        Consolidated Balance Sheet as of September 30, 2005 (Unaudited) (Restated)                                                 1
        Consolidated Statement of Operations for the Three Months Ended September 30, 2005 (Restated) and 2004,                    2
             the Nine Months Ended September 30, 2005 (Restated) and for period
             January 7, 2004 (Inception) to September 30, 2004 (Unaudited)
        Consolidated Statement of Changes in Stockholders' Deficiency for the Nine Months Ended September 30,                      3
             2005 (Restated)
        Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 (Restated) and for the                  4
             period January 7, 2004 (Inception) to September 30, 2004 (Unaudited)
        Notes to Consolidated Financial Statements (Unaudited) (Restated)                                                          5

Item 2. Management's Discussion and Analysis or Plan of Operations                                                                19

Item 3. Controls and Procedures                                                                                                   26

PART II . OTHER INFORMATION                                                                                                       27

Item 1. Legal Proceedings                                                                                                         27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                               28

Item 3. Defaults Upon Senior Securities                                                                                           28

Item 4. Submission of Matters to a Vote of Security Holders                                                                       28

Item 5. Other Information                                                                                                         28

Item 6. Exhibits                                                                                                                  29

SIGNATURES                                                                                                                        30
EXHIBIT INDEX                                                                                                                     31

</TABLE>


                                      -ii-
<PAGE>

Item 1. Financial Statements

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheet
                               September 30, 2005
                                Restated (Note 3)
                                   (Unaudited)
--------------------------------------------------------------------------------

                                     ASSETS
<TABLE>
<CAPTION>

<S>                                                                                          <C>
CURRENT ASSETS
  Cash                                                                                       $  1,152,787
  Prepaid expenses and other current assets                                                       235,210
  Due from related party                                                                          242,699
                                                                                             ------------
      Total Currents Assets                                                                     1,630,696

PROPERTY AND EQUIPMENT, NET                                                                       304,488

OTHER ASSETS
  Originated mortgage serving rights                                                               31,155
    Deposits                                                                                       39,665
                                                                                             ------------

  TOTAL ASSETS                                                                               $  2,006,004
                                                                                             ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Cash overdraft                                                                             $      4,536
Account payable                                                                                   423,739
Accrued expenses                                                                                1,118,695
Current maturities of long-term debt                                                              740,126
Current maturities of capital lease obligations                                                    14,799
Warehouse lines of credit                                                                         440,758
   Due to related party                                                                            15,000
                                                                                             ------------
      Total Current Liabilities                                                                 2,757,653

LONG TERM LIABILITIES
   Long term debt, less maturities of current debt                                                531,523

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                                                          257,334
Additional paid-in capital                                                                      9,542,450
Deferred stock compensation                                                                      (111,396)
Accumulated deficit                                                                           (10,971,560)
                                                                                             ------------
      Total Stockholders' Deficiency                                                           (1,283,172)
                                                                                             ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                  2,006,004
                                                                                             ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       -1-
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                      Consolidated Statement of Operations
                                Restated (Note 3)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                                   For the period
                                                           For the Three Months                 For the            January 7, 2004
                                                           Ended September 30,              Nine months ended      (Inception) to
                                                       2005                  2004           September 30, 2005   September 30, 2004
                                                ------------------    ------------------    ------------------   ------------------
<S>                                             <C>                   <C>                   <C>                  <C>

REVENUE
Origination and sale of mortgages               $          160,763    $               --    $          343,400   $               --
Revenue from mobile services                                 3,356                 1,270                 9,674                1,270
                                                ------------------    ------------------    ------------------   ------------------
                                                           164,119                 1,270               353,074                1,270
COSTS AND OPERATING EXPENSES

  Research and development                                  66,251                33,983               108,107               65,559
  Cost of revenue mobile services                          291,089                    --               512,353                   --
  General and administrative expenses                      565,575               141,272             1,052,122              171,299
  Professional fees                                        300,233                41,314               442,248               86,650
  Payroll expense                                          270,008                80,757               482,804               80,757
  Stock compensation                                       238,367                    --             1,226,981                   --
   Impairment of goodwill                                       --                    --             6,338,357                   --
                                                ------------------    ------------------    ------------------   ------------------
  Total Operating Expesnes                               1,731,523               297,326            10,162,972              404,265
                                                ------------------    ------------------    ------------------   ------------------

NET LOSS FROM OPERATIONS                                (1,567,404)             (296,056)           (9,809,898)            (402,995)

Intestest expense                                           34,973                    --                39,117                   --
Income taxes                                                    --                    --                    --                   --
                                                ------------------    ------------------    ------------------   ------------------

NET LOSS                                        $       (1,602,377)   $         (296,056)   $       (9,849,015)  $         (402,995)
                                                ==================    ==================    ==================   ==================

Net loss per common share - basic and diluted
                                                $            (0.07)   $            (0.20)   $            (0.87)  $            (0.28)
                                                ==================    ==================    ==================   ==================

Weighted average number of common shares
  outstanding - basic and diluted                       22,082,894             1,465,000            11,365,236            1,465,000
                                                ==================    ==================    ==================   ==================

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -2-
<PAGE>

                 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)

<TABLE>
<CAPTION>

                                             Preferred Stock             Common Stock           Additional
                                          ---------------------   ---------------------------     Paid-in         Deferred
                                              Shares     Amount      Shares         Amount        Capitial      Compensation
                                          ------------   ------   ------------   ------------   ------------    ------------
<S>                                       <C>            <C>      <C>            <C>            <C>             <C>

BALANCE, DECEMBER 31, 2004                          --   $   --      2,603,123   $     26,031   $    841,628    $   (178,125)

Shares issued for services                          --       --      2,662,440         26,624        662,439              --

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

Shares issued in reverse merger                     --       --      5,586,004         55,860      4,614,168              --

Amortizarion of consulting contracts                --       --             --             --             --         243,300

Amortization of warrants                                     --             --             --             --              --

Sale of common stock                                --       --     12,811,712        128,118      2,973,915              --

Net Loss for the nine months ended                  --       --             --             --             --              --
                                          ------------   ------   ------------   ------------   ------------    ------------

Balance September 30, 2005                          --   $   --     25,733,279   $    257,334   $  9,542,450    $   (111,396)
                                          ============   ======   ============   ============   ============    ============

<CAPTION>

                                              Accumulated
                                               Defecit           Total
                                             ------------    ------------
<S>                                          <C>             <C>
BALANCE, DECEMBER 31, 2004                   $ (1,122,545)   $   (433,011)

Shares issued for services                             --         689,063

Shares issued for consulting                           --              --

Shares issued in reverse merger                        --       4,670,028

Amortizarion of consulting contracts                   --         243,300

Amortization of warrants                          294,429         294,429

Sale of common stock                                   --       3,102,033

Net Loss for the nine months ended             (9,849,015)     (9,849,015)
                                             ------------    ------------

Balance September 30, 2005                   $(10,971,560)   $ (1,283,172)
                                             ============    ============

          See accompanying notes to consolidated financial statements.

</TABLE>


                                       -3-
<PAGE>

                 OCEAN WEST HOLDING CORPORATION AND SUBSIDIARIES
                      Consolidated Statement of Cash Flows
                                Restated (Note 3)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                          For the Period
                                                                  For the nine months    Jaunuary 7, 2004
                                                                        Ended             (Inception) to
                                                                  September 30, 2005    September 30, 2004
                                                                  ------------------    ------------------
                                                                   Restated (Note 3)
<S>                                                               <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss from contining operations                           $       (9,849,015)   $         (402,995)
     Adjustments to reconcile net loss to net cash used in
      operating activities
       Depreciation                                                           48,700                 2,485
       Impairment of goodwill                                              6,338,357                    --
       Equity issued for services                                          1,226,981                    --
     Amortization of origination costs                                         2,144                    --
     Changes in operating assets and liabilities
       Increase / (Decrease) in accounts receivable                            1,350                (1,260)
       Decrease in prepaid expenses                                          108,773                    --
       Increase in deposits                                                   (3,002)                   --
       Increase in accounts payable                                          (30,858)               68,553
       Increase 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                                                            2,099                    --
     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               366,501
                                                                  ------------------    ------------------
           Net Cash Provided By Financing Activities                       3,091,018               366,501
                                                                  ------------------    ------------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                  1,152,787                 7,014

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                    --                    --
                                                                  ------------------    ------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                          $        1,152,787                 7,014
                                                                  ==================    ==================

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

     Interest paid                                                $            2,140    $               --
                                                                  ==================    ==================
     Income taxes                                                 $               --    $               --
                                                                  ==================    ==================

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       -4-
<PAGE>

Supplemental disclosure of non-cash investing and financing
information

    Business Acquisition

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




                 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.

Going Concern:


      Since inception through September 30, 2005, the Company has suffered
recurring losses from operations; we have incurred aggregate net losses of
$10,971,560. The circumstances raise substantial doubt about our ability to
continue as a going concern.

Nature of Business:

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


(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 reverse
merger 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 fair value.


(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.

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

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

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


                                      -5-
<PAGE>

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


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 and Cost Recognition:

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


Revenue Recognition - Mobile devices

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

(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. As of September 30, 2005 the Company has a
reserve for doubtful accounts of $0.


Mortgage Loans Held for Sale:

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



                                      -6-
<PAGE>

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

(E)     Concentration of Credit Risk


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


      For the quarter ended 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, the estimated useful life of the office furniture is
seven years, leasehold improvements are depreciated over the term of the lease,
Software is depreciated over 5 years and Transportation equipment is depreciated
over 5 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) General and Administrative:
         The Company recordes office costs, rent, travel, insurance and other
         overhead costs as general and administrative costs.


(J)) 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.


(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. The Company has recorded a 100%
valuation allowance against all deferred tax assets.


                                      -7-
<PAGE>

                 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

         Stock Based Compensation:

"The Company has elected to follow the intrinsic value method
            APB Opinion No.25, Accounting for Stock Issued to Employee, in
            accounting for its employee stock options for each period presented.
            Accordingly, no compensation expense is recognized in the Company's
            financial statements because the exercise price of the Company's
            employee stock option equals the market price of the Company's
            common stock on the date of the grant. If under Financial Accounting
            Standards Board Statement No. 123, Accounting for Stock Based
            Compensation, the Company determined compensation costs based on
            fair value at the grant date for its stock options, net earnings and
            earnings per share would not have been affected.

(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-
<PAGE>

                 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 GOING CONCERN

      As reflected in the accompanying financial statements, the Company has a
net loss of $9,849,015, a working capital deficiency of $1,126,957, a
stockholders' deficiency of $1,283,172 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 4. 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. In addition, the
accompanying financial statements have been adjusted to reflect the write off of
$327,700 of loans held for investment in its September 30, 2004, Form 10 KSB/A
that had been previously recorded.


                                      -9-
<PAGE>

                                     ASSETS

<TABLE>
<CAPTION>

CURRENT ASSETS                                                                    As filed      Adjustments        Amended
                                                                                ------------    ------------    ------------
<S>                                                                             <C>             <C>             <C>
 Cash                                                                           $  1,152,787                    $  1,152,787
 Prepaid and other assets                                                             48,162         187,048         235,210
 Due from related party                                                                              242,699         242,699
 Current assets of discontinued operations                                           918,468        (918,468)             --
                                                                                ------------    ------------    ------------
      Total Currents Assets                                                        2,119,417        (488,721)      1,630,696

PROPERTY AND EQUIPMENT, NET                                                          174,960         129,528         304,488

OTHER ASSETS

  Originated mortgage serving rights                                                                  31,155          31,155
  Loans held  for investment                                                                              --              --

      Deposits                                                                        34,791           4,874          39,665
                                                                                ------------    ------------    ------------

  TOTAL ASSETS                                                                  $  2,329,168      (323,164)$       2,006,004
                                                                                ============    ============    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Cash overdraft                                                                 $         --    $      4,536    $      4,536
  Account payable                                                                    136,294         287,445         423,739
  Accrued expenses                                                                    96,427       1,022,268       1,118,695
  Deferred revenue                                                                        --              --              --
  Current maturities of long-term debt                                                    --         740,126         740,126
  Current maturities of capital lease obligations                                         --          14,799          14,799
  Warehouse lines of credit                                                               --         440,758         440,758
   Due to related party                                                                   --          15,000          15,000
    Liabilities of discontinued operations                                         2,866,202      (2,866,202)             --
                                                                                ------------    ------------    ------------
      Total Current Liabilities                                                    3,098,923        (341,270)      2,757,653

LONG TERM LIABILITIES
      Long term debt, less maturities of current debt                                     --         531,523         531,523
                                                                                ------------    ------------    ------------


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                                --                              --
13,999,900 shares issued and outstanding                                             257,334                         257,334
Additional paid-in capital                                                         3,203,923       6,338,527       9,542,450
Deferred stock compensation                                                         (111,396)                       (111,396)
Accumulated deficit                                                               (4,119,616)     (6,851,944)    (10,971,560)
                                                                                ------------    ------------    ------------
      Total Stockholders' Deficiency                                                (769,755)       (513,417)     (1,283,172)
                                                                                ------------    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $  2,329,168    $   (323,164)   $  2,006,004
                                                                                ============    ============    ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -10-
<PAGE>

<TABLE>
<CAPTION>

                                                 For the three Months ended September 30, 2005
                                                 ---------------------------------------------
REVENUE                                             As Filed      Adjustments       Amended
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Origination and sale of mortgages                 $         --    $    160,763    $    160,763
Revenue from mobile devices                              3,356              --           3,356
                                                  ------------    ------------    ------------
                                                         3,356         160,763         164,119
COSTS AND OPERATING EXPENSES
  Research and development                              66,251              --          66,251
  Cost of revenue mobile services                      291,089              --         291,089
  General and administrative expenses                  271,490         294,085         565,575
  Professional fees                                    300,233              --         300,233
  Payroll expense                                      270,008              --         270,008
  Stock compensation                                   238,367              --         238,367
  Impairment of goodwill                                                    --              --
                                                  ------------    ------------    ------------
    Total Operating Expesnes                         1,437,438         294,085       1,731,523
                                                  ------------    ------------    ------------

NET LOSS FROM OPERATIONS                            (1,434,082)       (133,322)     (1,567,404)

  Interest                                                  --          34,973          34,973
 Income taxes                                               --              --              --
                                                  ------------    ------------    ------------
                                                            --          34,973          34,973

NET LOSS FROM OPERATIONS                            (1,434,082)       (168,295)     (1,602,377)

NET  INCOME (LOSS) FROM DISCOUNITUED OPERATIONS         18,658         (18,658)             --
                                                  ------------    ------------    ------------

                                                  $ (1,415,424)   $   (186,953)   $ (1,602,377)
                                                  ============    ============    ============

Weighted average number of common shares
 outstanding - basic and diluted                    22,082,894                      22,082,894
                                                  ------------                    ------------
                                                  $      (0.06)                   $      (0.07)
                                                  ============                    ============

<CAPTION>

                                                 For the three Months ended September 30, 2004
                                                 ---------------------------------------------
REVENUE                                            As Filed      Adjustments       Amended
                                                 ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Origination and sale of mortgages                $         --    $         --    $         --
Revenue from mobile devices                             1,270              --           1,270
                                                 ------------    ------------    ------------
                                                        1,270              --           1,270
COSTS AND OPERATING EXPENSES
  Research and development                             33,983              --          33,983
  Cost of revenue mobile services                          --              --              --
  General and administrative expenses                 141,272              --         141,272
  Professional fees                                    41,314              --          41,314
  Payroll expense                                      80,757              --          80,757
  Stock compensation                                       --              --              --
  Impairment of goodwill                                   --              --              --
                                                 ------------    ------------    ------------
    Total Operating Expesnes                          297,326              --         297,326
                                                 ------------    ------------    ------------

NET LOSS FROM OPERATIONS                             (296,056)             --        (296,056)

 Interest                                                  --              --              --
Income taxes                                               --              --              --
                                                 ------------    ------------    ------------
                                                           --              --              --

NET LOSS FROM OPERATIONS                             (296,056)             --        (296,056)

NET  INCOME (LOSS) FROM DISCOUNITUED OPERATIONS    (1,135,318)      1,135,318              --
                                                 ------------    ------------    ------------

                                                 $ (1,431,374)   $ (1,135,318)   $   (296,056)
                                                 ============    ============    ============

Weighted average number of common shares
 outstanding - basic and diluted                    1,465,000                       1,465,000
                                                 ------------                    ------------
                                                 $      (0.20)                   $      (0.20)
                                                 ============                    ============

</TABLE>


<TABLE>
<CAPTION>


                                                  For the Nine Months ended September 30, 2005
                                                  --------------------------------------------
REVENUE                                             As Filed      Adjustments       Amended
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Origination and sale of mortgages                 $         --    $    343,400    $    343,400
Revenue from mobile devices                              9,674              --           9,674
                                                  ------------    ------------    ------------
                                                         9,674         343,400         353,074
COSTS AND OPERATING EXPENSES
  Research and development                             108,107              --         108,107
  Cost of revenue mobile services                      512,353              --         512,353
  General and administrative expenses                  331,469         720,653       1,052,122
  Professional fees                                    442,248              --         442,248
  Payroll expense                                      429,908          52,896         482,804
  Stock compensation                                 1,226,981              --       1,226,981
  Impairment of goodwill                                             6,338,357       6,338,357
                                                  ------------    ------------    ------------
    Total Operating Expesnes                         3,051,066       7,111,906      10,162,972
                                                  ------------    ------------    ------------
NET LOSS FROM OPERATIONS                            (3,041,392)     (6,768,506)     (9,809,898)

  Interest                                               4,144          34,973          39,117
 Income taxes                                               --              --              --
                                                  ------------    ------------    ------------
                                                         4,144          34,973          39,117

NET LOSS FROM OPERATIONS                            (3,045,536)     (6,803,479)     (9,849,015)

NET  INCOME (LOSS) FROM DISCOUNITUED OPERATIONS       (279,235)        279,235              --
                                                  ------------    ------------    ------------

                                                  $ (3,324,771)   $ (6,524,244)   $ (9,849,015)
                                                  ============    ============    ============
Weighted average number of common shares
 outstanding - basic and diluted                    11,365,236                      11,365,236
                                                  ------------                    ------------
                                                  $      (0.27)                   $      (0.87)
                                                  ============                    ============

<CAPTION>

                                                 For the Period January 7, 2004 (Inception)
                                                           to September 30, 2004
                                                 ------------------------------------------

REVENUE                                           As Filed      Adjustments       Amended
                                                ------------    ------------    ------------
<S>                                             <C>             <C>             <C>
Origination and sale of mortgages               $         --    $         --    $         --
Revenue from mobile devices                            1,270              --           1,270
                                                ------------    ------------    ------------
                                                       1,270              --           1,270
COSTS AND OPERATING EXPENSES
  Research and development                            65,559              --          65,559
  Cost of revenue mobile services                         --              --              --
  General and administrative expenses                171,299              --         171,299
  Professional fees                                   86,650              --          86,650
  Payroll expense                                     80,757              --          80,757
  Stock compensation                                      --              --              --
  Impairment of goodwill                                  --              --              --
                                                ------------    ------------    ------------
    Total Operating Expesnes                         404,265              --         404,265
                                                ------------    ------------    ------------
NET LOSS FROM OPERATIONS                            (402,995)             --        (402,995)

  Interest                                                --              --              --
 Income taxes                                             --              --              --
                                                ------------    ------------    ------------
                                                          --              --              --

NET LOSS FROM OPERATIONS                            (402,995)             --        (402,995)

NET  INCOME (LOSS) FROM DISCOUNITUED OPERATIONS    2,015,305      (2,015,305)             --
                                                ------------    ------------    ------------

                                                $  1,612,310    $ (2,015,305)   $   (402,995)
                                                ============    ============    ============
Weighted average number of common shares
 outstanding - basic and diluted                   1,465,000                       1,465,000
                                                ------------                    ------------
                                                $      (0.28)                   $      (0.28)
                                                ============                    ============

</TABLE>

          See accompanying notes to consolidated financial statements.


                                      -11-
<PAGE>

NOTE 5 PROPERTY AND EQUIPMENT

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

<TABLE>
<CAPTION>

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

</TABLE>

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

NOTE 6 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 7 ORIGINATED MORTGAGING SERVICING RIGHTS

<TABLE>
<CAPTION>

A summary is as follows:                                          September 30,
                                                                     2005
                                                                ----------------
<S>                                                             <C>
Balance, beginning of period                                    $         35,979
Additions, net                                                                --
Amortization                                                               4,824
                                                                ----------------
Balance, end of period                                          $         31,155
                                                                ================

</TABLE>


                                      -12-
<PAGE>

      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 8 DUE TO RELATED PARTY

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


NOTE 9 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.


<PAGE>

NOTE 10 LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

          A summary of long-term debt is as follows:

<TABLE>
<CAPTION>

                                                                                                                       September 30,
                                                                                                                           2005
                                                                                                                      --------------
<S>                                                                                                                   <C>
   Note payable to a related party, originally bearing interest at 15% per annum, payable in monthly                  $       35,000
   interest installments with all unpaid principal and interest due March 1, 2007. At September 30, 2002,
   the interest rate was reduced to 12%.
   Note payable to a related party, originally bearing interest at 24% per annum, payable in monthly                          50,000
   interest installments with all unpaid principal and interest due March 1, 2007. At September 30, 2002,
   the interest rate was reduced to 12%.
   Note payable to an individual, bearing interest at 12% per annum, payable in monthly interest                             182,626
   installments with all unpaid principal and interest due December 1, 2003. (A)
   Note payable to an individual, bearing interest at 12% per annum, payable in monthly interest                             185,000
   installments with all unpaid principal and interest due March 1, 2004.
   Note payable to an individual, bearing interest at 12% per annum, payable in monthly interest                             250,000
   installments with all unpaid principal and interest due November 1, 2003. (A)
   Note payable to an individual, bearing interest at 10% per annum, payable in
   monthly interest and 148,363 principal installments of $2,193.93 with all
   unpaid principal and interest due December 31, 2019.
   Note payable to former stockholder, bearing interest at 13% per annum payable in monthly interest                          45,000
   installments with all unpaid principal and interest due June 30, 2008.
   Note payable to former stockholder, bearing interest at 14% per annum payable
   in monthly payments of 249,232 $2,203 including principal and interest; with
   all unpaid principal and interest due April 1, 2017.
   Note payable to Indy Mac, bearing interest at 0% per annum payable in monthly payments of $12,500 with                    126,428
   all unpaid principal due October, 2005
                                                                                                                           1,271,649
   Less current maturities                                                                                                  (740,126
                                                                                                                      --------------
                                                                                                                      $      531,523
                                                                                                                      ==============

</TABLE>


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


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

--------------------------------------------------------------------------------
Interest expense for the nine months ended September 30, 2005 was $39,117. -10-
--------------------------------------------------------------------------------


                                      -13-
<PAGE>

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

NOTE 11 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.

(11)   Acquisition of Ocean West Enterprises

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

<TABLE>
<CAPTION>

<S>                                         <C>
Cash                                        $      229,312

Prepaid expenses                                   343,983

Fixed assets, net                                  162,978

Other assets                                        67,926
                                            --------------
Total Assets                                       804,199


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

Liabilities acquired                             2,294,090
                                            --------------
Goodwill                                    $    6,338,357
                                            ==============

</TABLE>

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

The operating results of Ocean West Enterprises have been included in the
consolidated statements of operations from the acquisition date (May 23, 2005).
The Company's unaudited proforma results for the three and nine months ended
September 30, 2005 assuming the reverse merger occurred on January 1, 2005 is as
follows:

                            3 months ended        9 months ended
                          September 30, 2005    September 30, 2005
                          ------------------    ------------------

Net sales                 $          164,119    $        1,604,993
                          ==================    ==================
Net loss                  $       (1,302,377)   $      (10,147,212)
                          ==================    ==================
Basic loss per share      $             (.06)   $            (1.71)
                          ==================    ==================
Weighted average shares           22,082,894             5,951,317

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


                                      -14-
<PAGE>

NOTE 12 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. The Company is amortizing the value over the
term of the 12 month agreement. 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 detachable warrant to purchase one share of common
stock at an exercise price of $2.00 per share that expires three years from the
date of issuance for gross proceeds of $483,123.

      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).


                                      -15-
<PAGE>

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

NOTE 13 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.

<TABLE>
<CAPTION>

                                                                      2005
                                                                ---------------
<S>                                                             <C>
Net loss available to common shareholders
     As Reported                                                $    (9,849,015)
     Pro Forma                                                       (9,870,884)

Basic and diluted loss per share
     As Reported                                                $          (.87)
     Pro Forma                                                             (.87)

</TABLE>

      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:

<TABLE>
<CAPTION>

                                                                                              Weighted Average
Fixed Options                                                                   Shares         Exercise Price
                                                                            ---------------   ----------------
<S>                                                                         <C>               <C>
Outstanding at beginning of year                                                         --   $             --
Granted                                                                           1,920,000                .70
                                                                            ---------------   ----------------
Outstanding at September 30, 2005                                                 1,920,000   $            .70
                                                                            ===============   ================

Options exercisable at September 30, 2005                                           822,200
                                                                            ===============
Weighted average fair value of options granted to employees during period
ended September 30, 2005                                                    $           .70
                                                                            ===============

</TABLE>


                                      -16-
<PAGE>

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

<TABLE>
<CAPTION>

                                                 Weighted
                           Number                 Average            Weighted              Number               Weighted
                         Outstanding             Remaining           Average             Exercisable             Average
    Exercise            at September            Contractual          Exercise           at September            Exercise
      Price               30, 2005                 Life               Price               30, 2005                Price
    --------            ------------            -----------          --------           ------------            --------
<S> <C>                 <C>                     <C>                  <C>                <C>                     <C>
       $ .70               1,920,000                    5.0          $    .70                822,200            $    .70

</TABLE>

NOTE 14 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.


                                      -17-
<PAGE>

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

NOTE 15 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.

<TABLE>
<CAPTION>

                                Mobile Services     Mortgage Banking         Total
                                ----------------    ----------------    ----------------
<S>                             <C>                 <C>                 <C>
                                                                                    2005
Revenue                         $          9,674    $        343,400    $        353,074
Depreciation and amortization              7,708              40,992              48,700
Net income (loss)                     (3,045,536)         (6,803,479)         (9,849,015)
Assets                          $      1,411,700             594,304    $      2,006,004
Capital expenditures            $        155,879                  --    $        155,879

</TABLE>

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

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.


                                      -18-
<PAGE>

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.


                                      -19-
<PAGE>

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

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

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

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


                                      -20-
<PAGE>

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. It is our intention to dispose of our mortgage banking
division and focus our operations on our mobile services division. Accordingly,
until the closing of such a transaction we will continue to report revenues from
our mortgage banking division in future periods.

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 $565,575 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 $300,233 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.


                                      -21-
<PAGE>

Payroll expense has increased to $270,008 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.

Impairment of goodwill

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


Interest expense 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.


                                      -22-
<PAGE>

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 $9,849,015 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 $9,447,633 in our net loss,

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


      o     a decrease in prepaid expenses of $108,773

      o     an decrease of $99,411 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 $3,091,018 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.


                                      -23-
<PAGE>


We had a working capital deficit of $1,126,957 at September 30, 2005 and cash on
hand of $1,152,787. At September 30, 2004, we had a stockholders' deficit of
$956,708.


Liquidity and Capital Resources


Net cash used in investing activities were $169,266 for the nine months ended
September 30, 2005 and used $26,270 for the period January 7, 2004 (Inception)
to September 30, 2004. The Company purchased computer equipment and furniture
during 2004. Net Cash provided by financing activities were $3,091,018 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 12,811,712 shares of common stock to
individuals for cash of $3,102,033. 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.

      At September 30, 2005, we had cash and cash equivalents of $1,152,787 as
compared to $0 at December 31, 2004. This increase in cash and cash equivalents
reflects proceeds from our various capital raising transactions during the nine
months ended Septmber 30, 2005.

      In addition, at September 30, 2005, we had a working capital deficit of
$1,126,957 as compared to a working capital deficit of $129,456 at December 31,
2004. This increase in our working capital deficit reflects an increase of
$2,471,672 in our current liabilities at September 30, 2005 as compared to
December 31, 2004 which was partially offset by an increase in our current
assets of $1,418,946 at September 30, 2005 as compared to December 31, 2004. The
increase in our current liabilities from December 31, 2004 to September 30, 2005
is primarily attributable to liabilities associated with Ocean West Enterprises,
and includes the following:

      o an increase of $423,739 in accounts payable, of which $287,445 is
attributable to our mortgage banking division and the remaining $136,294 is
attributable to our mobile services division. The increase of approximately
$30,670 in accounts payable of our mobile services division from January 1,
2005 to September 30, 2005 reflects the expansion of our operations as well as
our efforts to conserve cash as a result of our working capital needs,

      o an increase in accrued expenses of $393,317 which is attributable to our
mobile services division. Our mobile services division did not have similar
liabilities at December 31, 2004,


      o current maturities of long-term debt of $740,126 and warehouse lines of
credit of $440,758, both of which relate to our mortgage banking division; and

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

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

      The principal changes in our current assets from December 31, 2004 to
September 30, 2005 are an increase of cash and cash equivalents of $1,152,787
and increase in prepaid and other current assets of $108,773, which was offset
by a decrease in accounts receivable of $1,350.

      At September 30, 2005 we also had long-term debt of $531,523 which
represents obligations of our mortgage banking division. As discussed earlier in
this section, at the time we dispose of this subsidiary the acquiror will assume
all liabilities related to Ocean West Enterprises. Although the short term and
long term liabilities associated with our mortgage banking division have
materially adversely impacted our financial condition at September 30, 2005,
because we anticipate that all liabilities associated with our mortgage banking
division will be assumed by the acquiror our management believes that the impact
of those liabilities on our financial condition will be removed following the
closing of that transaction. Accordingly, in analyzing our financial condition
at September 30, 2005, our management has focused upon liabilities associated
solely with our mobile services division. The increase in our liabilities
related to that division are directly attributable to the increased operations
of our InfoByPhone subsidiary. As discussed elsewhere herein, we will need to
raise additional working capital to provide funds to meet those obligations and
otherwise grow our business.


                                      -24-
<PAGE>

Day the nine months ended September 30, 2005 the Company issued 1,078,333 shares
of common stock to individuals for cash of $323,500 and $3,200,000 in a private
placement of its securities, on a best efforts, minimum-maximum basis (the
"Offering"). As of September 30, 2005, the Company had sold 12,811,712 shares of
the Company's Common Stock (the "Shares") for total gross proceeds of
$3,200,000. The Company received net proceeds of approximately $2,784,000, after
deducting fees payable to the placement agent. These fees included a 10%
commission equal to $320,000, payable in cash, plus the placement agent also
received Shares of Common Stock equal to 10% of all shares sold for a total of
969,645 shares of Common Stock, a 3% non-accountable expense allowance of
$96,000, as well as other transaction expenses payable by the Company. It should
also be noted that the placement agent paid other selected dealers a fee equal
to 10% cash commission and 10% of all shares placed by each respective select
dealer. The proceeds received in this Offering will first be used to repay
approximately $100,000 of outstanding principal and accrued interest owed to
Allied International Fund. The remaining proceeds from this Offering will be
used for research and development, marketing and for working capital and general
corporate uses.

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


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.


                                      -25-
<PAGE>

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

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

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

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

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

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



                                      -26-
<PAGE>

                           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.


                                      -27-
<PAGE>

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.


                                      -28-
<PAGE>

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                           Items
----                           -----
July 8                         1.01, 3.02 and 9.01
July 11                        1.01, 3.02 and 9.01
August 2                       4.01 and 9.01
August 3                       3.02
August 11                      2.01 and 9.01
August 15                      5.03


                                      -29-
<PAGE>

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: October 10, 2006               Ocean West Holding Corporation


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


                                      -30-
<PAGE>

                         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.


                                      -31-