**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**







(Mark
      One)





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





FOR
      THE
      QUARTERLY PERIOD ENDED: September 30, 2007





oTRANSITION
      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





AskMeNow,
      Inc.


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




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




26
      Executive Park, Suite 250


Irvine,
      California 92614


(Address
      of principal executive offices)





(949)
      861-2590


(Issuer’s
      telephone number including area code)





Not
      Applicable


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





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such 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
xNo
o




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes:
      oNo: x





The
      number of shares outstanding of each of the issuer’s classes of common equity as
      of the latest practicable date: 41,909,887 shares of common stock, par value
      $.01 per share, outstanding as of November 14, 2007





Transitional
      Small Business Disclosure Format (Check One): Yes: oNo: x









**AskMeNow,
      Inc. and Subsidiaries**





**Quarterly
      Report on Form 10-QSB**


**Period
      Ended September 30, 2007**





**Table
      of Contents**





PagePART
                  I . FINANCIAL INFORMATIONItem
                  1. Financial Statements
              
              
              3Condensed
                  Consolidated Balance Sheets at September 30, 2007(Unaudited)
                  and December 31, 2006
              
              
              3Condensed
                  Consolidated Statements of Operations for the Threeand
                  Nine Months Ended September 30, 2007 and 2006 (Unaudited)
              
              
              4Condensed
                  Consolidated Statements of Cash Flows for the NineMonths
                  Ended September 30, 2007 and 2006 (Unaudited)
              
              
              5Notes
                  to Condensed Consolidated Financial Statements
              
              
              6Item
                  2. Management’s Discussion and Analysis or Plan of
                  Operation
              
              
              21Item
                  3. Controls and Procedures
              
              
              27PART
                  II . OTHER INFORMATION
              
              
              27Item
                  1. Legal Proceedings
              
              
              28Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              
              28Item
                  3. Defaults Upon Senior Securities
              
              
              29Item
                  4. Submission of Matters to a Vote of Security Holders
              
              
              29Item
                  5. Other Information
              
              
              30Item
                  6. Exhibits
              
              
              30SIGNATURES
              
              
              31EXHIBIT
                  INDEX
              
              
              32




2




PART
      I. -
      FINANCIAL INFORMATION




*Item
        1. Financial Statements*





**ASKMENOW,
                  INC AND SUBSIDIARIES****Condensed
                  Consolidated Balance
                  Sheets**
  **ASSETS****September
                  30,**
              
              **December
                  31,****CURRENT
                  ASSETS**
              
              **2007**
              
              **2006****(Unaudited)**Cash
              
              $
              36,649
              
              $
              61,279Accounts
                  receivable, net
              
              
              4,021
              
              
              13,860Prepaid
                  expenses and other current assets
              
              
              27,463
              
              
              79,151Total
                  Currents Assets
              
              
              68,133
              
              
              154,290Property
                  and Equipment, net
              
              
              154,763
              
              
              188,974**OTHER
                  ASSETS**License
              
              
              150,000
              
              
              150,000Other
                  assets
              
              
              51,196
              
              
              47,496**TOTAL
                  ASSETS**
              
              $
              424,092
              
              $
              540,760**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              $
              804,388
              
              $
              1,099,937Accrued
                  expenses
              
              
              434,454
              
              
              326,797Notes
                  payable
              
              
              3,027,778
              
              
              -Notes
                  payable - related party
              
              
              100,000
              
              
              102,624Deferred
                  tax liability
              
              
              13,176
              
              
              16,786Total
                  Current Liabilities
              
              
              4,379,796
              
              
              1,546,144**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  stock, $0.01 par value, 10,000,000 shares authorized at September
                  30,
                  2007and
                  December 31, 2006Series
                  A Preferred Stock, $0.01 par value, 1,500,000 shares
                  authorized,22,458
                  and 362,500 shares issued and outstanding at September 30,
                  2007and
                  December 31, 2006, respectively
              
              
              200,000
              
              
              3,625,000Series
                  B Preferred Stock, $0.01 par value, 1,600,000 shares
                  authorized,359,567
                  and 235,500 shares issued and outstanding at September 30, 2007and
                  December 31, 2006, respectively
              
              
              2,925,601
              
              
              2,355,000Series
                  C Preferred Stock, $0.01 par value, 400,000 shares
                  authorized,zero
                  and 400,000 shares issued and outstanding at September 30, 2007and
                  December 31, 2006, respectively
              
              
              -
              
              
              4,000Common
                  stock, $0.01 par value, 300,000,000 shares authorized, 40,344,887
                  and
                  28,994,887shares
                  issued and outstanding at September 30, 2007 and December 31, 2006,
                  respectively
              
              
              403,450
              
              
              289,950Additional
                  paid-in-capital
              
              
              28,060,822
              
              
              14,907,308Foreign
                  currency translation
              
              
              6,422
              
              
              1,925Accumulated
                  deficit
              
              
              (35,551,999
              )
              
              (22,188,567
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (3,955,704
              )
              
              (1,005,384
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              424,092
              
              $
              540,760




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




3




**ASKMENOW,
                  INC. AND SUBSIDIARIES****Condensed
                  Consolidated Statements of Operations****(Unaudited)**
   **Three
                  Months Ended September 30,**
              
              **Nine
                  Months Ended**
                **September
                  30,****2007**
              
              **2006**
              
              **2007**
              
              **2006****REVENUE**Revenue
                  from mobile services
              
              $
              4,437
              
              $
              8,058
              
              $
              14,645
              
              $
              17,0874,437
              
              
              8,058
              
              
              14,645
              
              
              17,087**COSTS
                  AND OPERATING EXPENSES**Cost
                  of revenue
              
              
              261,400
              
              
              384,660
              
              
              934,464
              
              
              1,280,720Research
                  and development
              
              
              24,231
              
              
              53,541
              
              
              72,693
              
              
              176,378General
                  and administrative
              
              
              435,952
              
              
              974,426
              
              
              1,338,731
              
              
              2,196,491Professional
                  fees
              
              
              338,412
              
              
              1,698,908
              
              
              1,381,210
              
              
              2,253,152Salaries
                  and compensation
              
              
              677,413
              
              
              362,808
              
              
              3,952,007
              
              
              2,874,728Total
                  Operating Expenses
              
              
              1,737,408
              
              
              3,474,343
              
              
              7,679,105
              
              
              8,781,469Net
                  Loss from Operations
              
              
              (1,732,971
              )
              
              (3,466,285
              )
              
              (7,664,460
              )
              
              (8,764,382
              )**OTHER
                  EXPENSE**Derivative
                  expense
              
              
              -
              
              
              (4,245,397
              )
              
              -
              
              
              (4,245,397
              )Interest
                  expense
              
              
              (1,187,733
              )
              
              (11,695
              )
              
              (5,698,972
              )
              
              (507,491
              )Total
                  other expense
              
              
              (1,187,733
              )
              
              (4,257,092
              )
              
              (5,698,972
              )
              
              (4,752,888
              )Net
                  Loss before income taxes
              
              
              (2,920,704
              )
              
              (7,723,377
              )
              
              (13,363,432
              )
              
              (13,517,270
              )Income
                  taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -Net
                  Loss
              
              
              (2,920,704
              )
              
              (7,723,377
              )
              
              (13,363,432
              )
              
              (13,517,270
              )Preferred
                  stock dividends
              
              
              (114,469
              )
              
              -
              
              
              (444,553
              )
              
              -Net
                  loss applicable to common shareholders
              
              $
              (3,035,173
              )
              $
              (7,723,377
              )
              $
              (13,807,985
              )
              $
              (13,517,270
              )Basis
                  and diluted net loss per common share
              
              $
              (0.08
              )
              $
              (0.28
              )
              $
              (0.42
              )
              $
              (0.51
              )Basic
                  and diluted weighted average number ofcommon
                  shares outstanding
              
              
              36,502,061
              
              
              27,574,679
              
              
              32,898,092
              
              
              26,651,546




The
        accompanying notes are an integral part of these consolidated financial
        statements.
  4
  **ASKMENOW,
                    INC. AND SUBSIDIARIES****Condensed
                    Consolidated Statements of Cash Flows****(Unaudited)**
  **Nine
                    Months Ended September 30,****2007**
                
                **2006****OPERATING
                    ACTIVITIES**Net
                    loss
                
                $
                (13,363,432
                )
                $
                (13,517,270
                ).Adjustments
                    to reconcile net loss to net cash used inoperating
                    activities:Depreciation
                
                
                61,936
                
                
                56,658Amortization
                    of deferred compensation
                
                
                -
                
                
                235,473Amortization
                    of note payable discount
                
                
                -
                
                
                68,400Increase
                    in fair value derivative liability
                
                
                -
                
                
                4,245,397Amortization
                    of debt discount
                
                
                3,027,778
                
                
                -Amortization
                    of debt offering costs
                
                
                2,202,972
                
                
                -Subscription
                    receivable
                
                
                1,400
                
                
                -Stock,
                    warrants and options issued for services
                
                
                3,940,777
                
                
                3,922,827Stock
                    issued to officer for services
                
                
                -
                
                
                208,000Warrants
                    issued for financing fees
                
                
                337,465
                
                
                108,622Changes
                    in assets and liabilitiesAccounts
                    receivable
                
                
                9,839
                
                
                (5,776
                )Prepaid
                    expenses
                
                
                51,689
                
                
                (41,074
                )Deposits
                
                
                (3,700
                )
                
                (13,128
                )Accounts
                    payable
                
                
                (295,549
                )
                
                403,738Accrued
                    expenses
                
                
                107,658
                
                
                53,764Deferred
                    taxes
                
                
                (3,611
                )
                
                -Net
                    Cash Used In Operating Activities
                
                
                (3,924,778
                )
                
                (4,274,369
                )**INVESTING
                    ACTIVITIES**Purchase
                    of license
                
                
                -
                
                
                (150,000
                )Purchase
                    of equipment
                
                
                (27,725
                )
                
                (18,015
                )Net
                    Cash Used In Investing Activities
                
                
                (27,725
                )
                
                (168,015
                )**FINANCING
                    ACTIVITIES**Proceeds
                    from notes payable
                
                
                3,300,000
                
                
                721,500Proceeds
                    from notes payable - related party
                
                
                -
                
                
                205,000Net
                    proceeds from issuance of preferred stock
                
                
                626,000
                
                
                4,525,000Repayment
                    of notes payable
                
                
                -
                
                
                (721,500
                )Repayment
                    of notes payable - related party
                
                
                (2,624
                )
                
                (72,863
                )Net
                    Cash Provided By Financing Activities
                
                
                3,923,376
                
                
                4,657,137**EXCHANGE
                    RATE GAIN (LOSS)**
                
                
                4,497
                
                
                2,681**NET
                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
                
                
                (24,630
                )
                
                217,434**CASH
                    AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
                
                
                61,279
                
                
                159,622**CASH
                    AND CASH EQUIVALENTS, END OF PERIOD**
                
                $
                36,649
                
                $
                377,056**SUPPLEMENTAL
                    DISCLOSURES OF CASH FLOWS INFORMATION:****CASH
                    PAID DURING THE PERIOD FOR:**Interest
                
                $
                243
                
                $
                83,758**NON-CASH
                    TRANSACTIONS DURING THE PERIOD FOR:**Financing
                    costs
                
                $
                2,620,937
                
                $
                671,225Reclassification
                    of contracts from equity to liability
                
                
                
                
                $
                2,581,817




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




5




ASKMENOW,
      INC. AND SUBSIDIARIES


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS
      OF
      SEPTEMBER 30, 2007


(UNAUDITED)








**NOTE
      1.**  **ORGANIZATION
      AND BASIS OF PRESENTATION**




**(A)**  **Organization**





AskMeNow,
      Inc., formerly Ocean West Holding Corporation (the “Company”), was incorporated
      in Delaware in August 2000, and is a holding company and the parent company
      of
      InfoByPhone, Inc. (“InfoByPhone”). InfoByPhone provides information services and
      content through its AskMeNowTM service to mobile devices. This service allows
      mobile users to ask questions and receive answers through text messaging/SMS
      and
      email. InfoByPhone was formed as a Delaware corporation in June 2004 and was
      acquired by the Company pursuant to the reverse merger transaction discussed
      below. The Company also has a foreign wholly-owned subsidiary, AskMeNow, Inc.,
      a
      Philippine corporation formed in August 2005 .





On
      June
      6, 2005, pursuant to a Securities Exchange Agreement and Plan of Reorganization
      dated as of April 14, 2005, by and among the Company, InfoByPhone and the
      shareholders of InfoByPhone, the Company acquired InfoByPhone in a reverse
      merger (the “Reverse Merger”), pursuant to which InfoByPhone became a
      wholly-owned subsidiary of the Company. In connection with the Reverse Merger,
      the Company acquired all of the issued and outstanding shares of common stock
      of
      InfoByPhone and issued an aggregate 5,586,004 shares of authorized but unissued
      shares of common stock, par value $0.01, of the Company that, together with
      500,000 shares issued to Vertical Capital Partners, Inc. (n/k/a Arjent Ltd.)
      as
      a finder’s fee, constituted approximately 56% of the then outstanding capital
      stock of the Company. As
      a
      result of the agreement, the transaction was treated for accounting purposes
      as
      a recapitalization by the accounting acquirer, InfoByPhone, Inc.





The
      Company has incurred significant operating losses since its inception.
      Management expects that significant on-going operating expenditures will be
      necessary to successfully implement the Company’s business plan and develop and
      market its services. These circumstances raise substantial doubt about the
      Company’s ability to continue as a going concern. Moreover, as of September 30,
      2007, the Company was in default under certain of its notes payable to investors
      in its Bridge I senior promissory notes offering, and is currently unable to
      pay
      and is in default with respect to the full $3 million principal amount loaned.
      Implementation of the Company’s plans and its ability to continue as a going
      concern depend upon its securing substantial additional financing. During the
      first nine months of 2007, the Company raised net proceeds of $626,000 through
      the private sale of unregistered, convertible preferred stock. In addition,
      the
      Company raised $3,300,000 through the issuance of notes payable to investors,
      $3,000,000 of which is currently due and payable. Due to the Company’s current
      cash position, the Company is unable to pay any of the principal or accrued
      and
      unpaid interest on such notes and is in default pursuant to the terms of such
      notes. Management’s plans include efforts to obtain additional capital, although
      no assurances can be given about the Company’s ability to obtain such capital.
      If the Company is unable to obtain adequate additional financing or generate
      profitable sales revenues, it may be unable to continue product development
      and
      other activities and may be forced to curtail or cease operations. The
      consolidated financial statements presented herein do not include any
      adjustments that might result from the outcome of this uncertainty.





**(B)**  **Basis
      of Presentation**





The
      condensed consolidated financial statements as of and for the periods ended
      September 30, 2007 and 2006 included herein are unaudited. Such condensed
      consolidated financial statements include, in the opinion of management, all
      adjustments necessary to present fairly the financial position and results
      of
      operations as of and for the periods indicated and in order to make the
      financial statements not misleading. All such adjustments are of a normal
      recurring nature. These interim results are not necessarily indicative of the
      results to be expected for the fiscal year ending December 31, 2007 or for
      any
      other period.





Certain
      information in footnote disclosures normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States have been condensed or omitted pursuant to the rules and
      regulations of the Securities and Exchange Commission. These condensed
      consolidated financial statements should be read in conjunction with the audited
      consolidated financial statements and the notes thereto included in our Annual
      Report on Form 10-KSB for the year ended December 31, 2006, as filed with the
      SEC.




6




**NOTE
      2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**(A)**  **Principles
      of Consolidation**





The
      condensed consolidated financial statements for the three and nine months ended
      September 30, 2007 and 2006 include the accounts of AskMeNow, Inc. and its
      wholly-owned subsidiaries :
      InfoByPhone, Inc., and AskMeNow, Inc., a Philippines corporation.





All
      significant inter-company accounts and transactions have been eliminated in
      consolidation.





**(B)**  **Revenue
      Recognition**





The
      Company recognizes revenue for all submitted questions at the time of the
      inquiry. For
      advertising space sold, the Company will recognize revenue over the period
      the
      advertisement is displayed. The Company recognizes revenue when persuasive
      evidence of an arrangement exists, delivery has occurred, the sales price is
      fixed or determinable, and collectability is probable.





**(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. As of September 30,
      200 7
      and
      December 31, 2006, there were no cash equivalents.





**(D)**  **Fair
      Value of Financial Instruments**





The
      carrying amounts of the Company’s financial instruments, including accounts
      receivable, accounts payable and notes payable, approximate fair value due
      to
      the relatively
      short period to maturity for these instruments.





**(E)**  **Concentrations
      of Risk**





During
      fiscal 2005, the Company formed its AskMeNow, Inc. subsidiary in the
      Philippines. As of September 30, 2007 and December 31, 2006, approximately
      34%
      and 39% of the Company’s consolidated assets were located in the Philippines,
      respectively.





The
      Company at times has cash in banks in excess of FDIC insurance limits. At
      September 30, 2007 and December 31, 2006, the Company had no amount in excess
      of
      FDIC insurance limits. **** At
      September 30, 2007, the Company had total cash of $25,426 in banks located
      in
      the Philippines. At December 31, 2006, the Company had total cash of $18,282
      in
      banks located in the Philippines.





During
      the three and nine months ended September 30, 2007, one customer accounted
      for
      49% and 62% of the Company’s sales, respectively. For
      the
      three and nine months ended September 30, 2006, one customer accounted for
      84%
      and 64% of the Company’s sales, respectively.





**(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.




7




**(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. Estimated useful lives are as follows: (1) computer equipment
      - 5 years, (2) office furniture and equipment 5 - 7 years, and (3) leasehold
      improvements - the term of the lease or the useful life of the improvement,
      whichever is shorter.





**(H)**  **Advertising
      Costs**





Advertising
      costs are expensed as incurred. Total advertising costs charged to operations
      for the three months ended September 30, 2007 and 2006 were $22,020, and
      $102,000, respectively. The advertising costs for the nine months ended
      September 30, 2007 and 2006 were $82,523 and $236,995, respectively.




**(I)**  **Income
      Taxes**





The
      Company accounts for income taxes under SFAS No. 109, “Accounting for Income
      Taxes”. Under SFAS No. 109, deferred tax assets and liabilities are recognized
      for the future tax consequences attributable to differences between the
      financial statement carrying amounts of existing assets and liabilities and
      their respective tax bases. Deferred tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years in
      which those temporary differences are expected to be recovered or settled.
      Under
      SFAS No. 109, the effect on deferred tax assets and liabilities of a change
      in
      tax rates is recognized in income in the period that includes the enactment
      date.





**(J)**  **Other
      Comprehensive Income**





The
      Company has adopted SFAS No. 130, “Reporting Comprehensive Income”, which
      establishes standards for the reporting and display of comprehensive income,
      its
      components and accumulated balances. The Company discloses this information
      on
      its consolidated statement of changes in stockholders’ equity
      (deficit).





**(K)**  **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 U.S.
      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 occurs. Net gains
      and losses resulting from foreign exchange translations are included in the
      statements of operations and changes in stockholders’ equity (deficit) as other
      comprehensive income (loss). As of September 30, 2007, the translation
      adjustment was not material.





**(L)**  **Loss
      Per Share**





The
      Company follows SFAS No. 128, “Earnings per Share”, in calculating basic and
      diluted loss per share. Basic loss per common share is computed by dividing
      the
      net loss available to common shareholders by the weighted average number of
      common shares outstanding during the period. Shares
      issued and shares reacquired during the period are weighted for the portion
      of
      the period that they were outstanding. Diluted loss per common share is
      calculated based on the weighted-average number of outstanding common shares
      plus the effect of dilutive common shares. Potential
      common shares issuable in connection with warrants, options, convertible
      preferred stock and convertible notes were not included in the computation
      of
      diluted loss per share for the periods presented because their inclusion is
      anti-dilutive. The total potential number of common shares issuable upon
      exercise or conversion of dilutive warrants, stock options, convertible
      preferred stock and convertible notes at September 30, 2007 and 2006 were
      55,686,148 and 24,014,760 shares, respectively.





**(M)**  **Business
      Segments**




The
      Company operates in one segment, mobile devices.




8




**(N)**  **Stock
      Based Compensation**





Effective
      January 1, 2006, the Company adopted the provisions of SFAS No. 123 (revised),
      “Share-Based Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based
      Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued
      to Employees”, and related interpretations. SFAS No. 123(R) requires recognition
      in financial statements of compensation costs related to share-based payment
      transactions, including employee stock options. In addition, the Company adheres
      to the guidance set forth within SEC Staff Accounting Bulletin No. 107, which
      provides the views of the staff of the SEC regarding the interaction between
      SFAS No. 123(R) and certain SEC rules and regulations and provides
      interpretations with respect to the valuation of share-based payments for public
      companies.




In
      adopting SFAS No. 123(R), the Company applied the modified prospective approach
      to transition. Under the modified prospective approach, the provisions of SFAS
      No. 123(R) are to be applied to new awards and to awards modified, repurchased,
      or cancelled after the statement’s required effective date. Additionally,
      compensation costs for the portion of awards for which the requisite service
      has
      not been rendered that are outstanding as of the required effective date are
      recognized as the requisite service is rendered on or after the required
      effective date. The
      compensation costs for that portion of awards are based on the grant-date fair
      value of those awards as calculated for either recognition or pro-forma
      disclosures under SFAS No. 123.





Common
      stock, stock options and common stock warrants issued to recipients that are
      not
      employees or directors are recorded on the basis of their fair value, as
      required by SFAS No. 123(R), which is measured as of the date required by
      EITF Issue 96-18, *“* Accounting
      for Equity Instruments That Are Issued to Other Than Employees for Acquiring,
      or
      in Conjunction with Selling, Goods or Services.” In accordance with
      EITF 96-18, the stock options or common stock warrants are valued using the
      Black-Scholes option pricing model on the basis of the market price of the
      underlying common stock on the “valuation date,” which for options and warrants
      related to contracts that have substantial disincentives to non-performance
      is
      the date of the contract, and for all other contracts is the vesting date.
      Expense related to the options and warrants is recognized on a straight-line
      basis over the shorter of the period over which services are to be received
      or
      the vesting period. Where expense must be recognized prior to a valuation date,
      the expense is computed under the Black-Scholes option pricing model on the
      basis of the market price of the underlying common stock at the end of the
      period, and any subsequent changes in the market price of the underlying common
      stock through the valuation date is reflected in the expense recorded in the
      subsequent period in which that change occurs.





**(O)**  **Research
      and Development**





Research
      and development expenses include payroll, employee benefits and 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.





**(P)**  **Recent
      Accounting Pronouncements**





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
      objective of SFAS No. 157 is to increase consistency and comparability in fair
      value measurements and to expand disclosures about fair value measurements.
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any new
      fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement is not expected to have a material effect on the
      Company's future reported financial position or results of
      operations.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an Amendment of FASB
      Statement No. 115”. This statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. Most of the
      provisions of SFAS No. 159 apply only to entities that elect the fair value
      option. However, the amendment to SFAS No. 115, “Accounting for Certain
      Investments in Debt and Equity Securities”, applies to all entities with
      available-for-sale and trading securities. SFAS No. 159 is effective as of
      the
      beginning of an entity’s first fiscal year that begins after November 15, 2007.
      Early adoption is permitted as of the beginning of a fiscal year that begins
      on
      or before November 15, 2007, provided the entity also elects to apply the
      provision of SFAS No. 157, “Fair Value Measurements *”.* The
      adoption of this statement is not expected to have a material effect on the
      Company's financial statements or results of operations.




9




**(Q)**  **Reclassification**





Certain
      amounts in the 2006 financial statements included herewith have been
      reclassified to conform to the 2007 financial presentation. These
      reclassifications have no impact on net loss.





**NOTE
      3.**  **PROPERTY
      AND EQUIPMENT**





Property
      and equipment consisted of the following:








September
                30,
              2007
            
            December
                31,
              2006(unaudited)Computer
                equipment
            
            $
            171,922
            
            $
            157,343Office
                furniture and equipment
            
            
            96,705
            
            
            87,224Leasehold
                improvements
            
            
            15,207
            
            
            26,184Less
                accumulated depreciation
            
            
            (129,071
            )
            
            (81,777
            )$
            154,763
            
            $
            188,974





Depreciation
      expense for the nine months ended September 30, 2007 and 2006 was $61,936 and
      $56,658, respectively.





**NOTE
      4.**  **LICENSE**





On
      November 2, 2006, the Company’s subsidiary, InfoByPhone, entered into a software
      license and services agreement with Expert System S.p.A. that grants InfoByPhone
      an exclusive worldwide perpetual license (exclusive of Italy) for the mobile
      communications industry to use the Cogito® Contact Mobile Product and the Expert
      System Technology of Text Mining for structured and unstructured databases,
      natural language query and answer capability.




The
      Company had previously signed a letter of intent on August 22, 2006 with Expert
      System that summarized the scope of the proposed agreement with regard to
      license, service and payment provisions. At the signing of the letter of intent,
      the Company paid Expert System $150,000 as a start-up phase initial payment.
      Additional payments required include payment upon integration of each content
      database with a commitment of at least ten databases in the first 150 days
      after
      signing the agreement. A license fee per single computer server is due in twelve
      monthly installments each commencing the month following the installation of
      the
      software. The on-going technical support commences upon integration of the
      tenth
      database and requires a per month fee for twelve months. Subsequent to
      completion of the twelve month start-up phase, Expert System will receive a
      percentage of the net revenue through the seventh anniversary date of the
      conclusion of the start-up phase. The term of the agreement starts upon the
      commencement date for installation and continues until the seventh anniversary
      date of the conclusion of the start-up phase. As of September 30, 2007, Expert
      System, despite continued efforts, had not completed the installation of the
      required databases and thus no amortization of the license was recorded during
      the quarter. The Company will account for the license in accordance with SFAS
      No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or
      Otherwise Marketed”, and amortization of the license will be over the term of
      the agreement and commence upon integration of the database software.




**NOTE
      5.**  **PROMISSORY
      NOTES**





Notes
      payable at September 30, 2007 consist of the following:




10




September
                30,
              2007
            
            December
                31,
              2006(unaudited)Bridge
                I senior promissory notes
            
            $
            3,000,000
            
            $
            --Bridge
                II junior promissory notes
            
            
            27,778
            
            
            --Total
            
            $
            3,027,778
            
            $
            --








**(A)**  **Bridge
      I 12% Senior Promissory Notes**     ****





Beginning
      in February 2007, the Company began an issue of up to $3,000,000 in senior
      promissory notes to accredited investors (the “Bridge I” offering), which Bridge
      I offering was fully subscribed and closed on May 10, 2007. The notes bear
      interest at 12% per annum and are payable 90 days after the date of issuance
      unless extended by the Company for up to an additional 90 days. The Company
      elected to extend the maturity date for the additional 90 days in accordance
      with the extension option, and as a result the notes’ interest rate increased to
      14% per annum from original maturity until payment in full. As part of the
      Bridge I offering, the Company was obligated to issue warrants to purchase
      four
      shares of common stock for every $1.00 principal amount of notes issued. An
      aggregate 12,000,000 warrants to purchase common stock at $.50 per share with
      a
      term of five years were issued by the Company in accordance with the fully
      subscribed $3,000,000 offering. The Company calculated a debt discount for
      the
      value of the warrants issued as part of the transaction in the amount of
      $3,000,000, which was amortized over the life of the notes. The Company recorded
      additional interest expense of $609,721 to reflect the amortization of the
      discount during the quarter ended September 30, 2007. For the nine months ended
      September 30, 2007, the debt discount amounted to $3,000,000 and had been fully
      amortized as interest expense.





As
      part
      of the Bridge I offering the Company offered the selling agent warrants to
      purchase 3,600,000 shares of common stock of the Company if the entire
      $3,000,000 was subscribed, or a proportionately smaller number of warrants
      if
      less money was loaned. Upon closing of the fully subscribed offering, the entire
      3,600,000 warrants to purchase common stock at $.50 per share with a term of
      five years had been issued to the selling agent. The Company calculated a debt
      offering cost asset amount for the value of the warrants issued amounting to
      $2,202,972, which was fully amortized over the life of the notes at September
      30, 2007. The Company recorded amortization expense of $453,646 to reflect
      the
      remaining amortization of the debt offering costs during the quarter ended
      September 30, 2007. For the nine months ended September 30, 2007, the debt
      offering cost amounted to $2,202,972 and had been fully amortized as interest
      expense.





As
      of
      September 30, 2007, four Bridge I senior promissory notes in the aggregate
      principal amount of $375,000 had matured and remained unpaid by the Company.
      The
      Company’s failure to pay when due such notes constitutes an event of default
      under such notes and, according to the terms thereof, the Company is obligated
      to pay each note holder the default interest rate of two percent (2%) per month
      on all amounts due and owing under such notes for each month or part thereof
      beyond the extended maturity date. In the event of a default, each note holder
      may proceed to protect such holder’s rights in equity or by action at law, or
      both, enforce payment of the notes, and/or enforce any other legal or equitable
      right such holder may have.





**(B)**  **Bridge
      II 12% Junior Convertible Promissory Notes**





Beginning
      in August 2007, the Company commenced an issue of up to $1,000,000 in junior
      convertible promissory notes to accredited investors (the “Bridge II” offering)
      on a “best-efforts” no minimum basis. The notes bear interest at 12% per annum
      and are payable 270 days after the date of issuance unless extended by the
      Company for up to an additional 90 days. The promissory notes are convertible,
      at the option of the holder, into shares of the Company’s common stock at a per
      share price equal to $.50 per share. Additionally, the holder has the option
      to
      convert the note balance, upon consummation by the Company of a qualified equity
      securities offering with aggregate consideration valued at $5,000,000 or more,
      into the securities purchased at a per share price equal to the per share sale
      price paid by the investor(s) in such qualified offering. As of September 30,
      2007, the Company had issued a total of $300,000 in Bridge II promissory notes.




11




As
      part
      of the Bridge II offering, the Company is obligated to issue warrants to
      purchase three shares of common stock for every $1.00 principal amount of notes
      issued. An aggregate 3,000,000 warrants to purchase common stock at $.50 per
      share with a term of five years will be issued by the Company in accordance
      with
      a fully subscribed $1,000,000 Bridge II offering. As of September 30, 2007,
      the
      Company had issued 900,000 warrants in conjunction with the $300,000 in Bridge
      II promissory notes issued during the quarter. The Company calculated a debt
      discount for the value of the warrants issued as part of the transaction in
      an
      amount of $300,000, which will be amortized over the life of the notes. The
      Company recorded additional interest expense of $27,778 to reflect the
      amortization of the discount during the quarter ended September 30, 2007.




**NOTE
      6.**  **PROMISSORY
      NOTES - RELATED PARTIES**





In
      January 2006, Sandro Sordi, a director of the Company, loaned the Company
      $100,000. The loan is evidenced by a 10% subordinated promissory note due 60
      days from the date of issuance. On May 17, 2007, the Company and the note holder
      agreed to extend the due date for repayment of the principal balance and accrued
      interest until completion of the next round of equity financing. As compensation
      for the note payable extension, the note holder was granted four warrants for
      every $1 of principal and accrued interest outstanding on May 17, 2007, which
      totaled $113,041. The Company issued 452,164 warrants to Sandro Sordi,
      exercisable for five years at $.50 per share, with the same registration and
      other rights granted to the Bridge I promissory note holders.





**NOTE
      7.**  **STOCKHOLDERS’
      DEFICIT**





**(A)**  **Preferred
      Stock**





The
      Company’s Second Amended and Restated Certificate of Incorporation authorizes
      the issuance of 10,000,000 shares of preferred stock, $.01 par value. 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.





*Series
      A*





On
      April
      25, 2006, the Company designated 1,500,000 shares of Series A preferred stock,
      $0.01 par value. Each share has a face value of $10.00 and a 10% dividend rate,
      or $1.00 per share, payable in-kind. The Series A preferred stock ranks senior
      to the Company’s common stock and each share has a $10 per share liquidation
      preference. The Series A preferred stock has no voting rights except as provided
      by the Delaware General Corporation Law and as set forth in the Company’s
      charter. Effective
      August 2, 2007, the Company declared a 10% dividend of one tenth of one share,
      or $1.00 per $10 face value per share, on each share of Series A preferred
      stock
      outstanding as of July 23, 2007, the record date for the dividend. Cumulative
      dividends amounted to $24,580 as of the record date and were converted into
      2,458 shares of Series A preferred stock. As of September 30, 2007, accrued
      dividends for the quarter then-ended were $5,506. As of September 30, 2007,
      there were 22,458 shares of Series A preferred stock issued and
      outstanding.





*Series
      B*





On
      July
      20, 2006, the Company designated 1,600,000 shares of Series B preferred stock,
      $0.01 par value. Each share has a face value of $10.00 and a 10% dividend rate,
      or $1.00 per share, payable in-kind. The Series B preferred stock ranks senior
      to the common stock and
      on
      parity with the Series A preferred stock, and each
      share has a $10 per share liquidation preference. The Series B preferred stock
      is convertible into common stock at a price of $.50 per share and is redeemable
      by the Company as set forth in the Second Amended and Restated Certificate
      of
      Incorporation. The Series B preferred stock has no voting rights except as
      provided by the Delaware General Corporation Law and
      as
      set forth in the Company’s charter.  Effective
      August 2, 2007, the Company declared a 10% dividend of one tenth of one share,
      or $1.00 per $10 face value per share, on each share of Series B preferred
      stock
      outstanding as of July 23, 2007, the record date for the dividend. Cumulative
      dividends amounted to $670,070 as of the record date and were converted into
      67,007 shares of Series B preferred stock. As of September 30, 2007, accrued
      dividends for the quarter then-ended were $108,963.





On
      August
      2, 2007, holders of 33,000 shares of Series B preferred stock elected to convert
      their shares into an aggregate 660,000 shares of unregistered, restricted common
      stock. On August 21, 2007, holders of 319,000 shares of Series B preferred
      stock
      elected to convert their shares into an aggregate 6,380,000 shares of
      unregistered, restricted common stock. As of
      September 30,
      2007, there were 359,567 shares of Series B preferred stock issued and
      outstanding.




12




*Series
      C*





On
      September 7, 2006, the Company designated 400,000 shares of Series C preferred
      stock, $0.01 par value. The Series C preferred stock is not entitled to receive
      dividends, ranks senior to the common stock, and each share has a $.01 per
      share
      liquidation preference. The terms of the Series C preferred stock provided
      that
      such shares would automatically be converted on a one for ten basis into ten
      shares of common stock of the Company at such time as the Company’s Certificate
      of Incorporation was
      amended to increase the number of authorized shares of common stock, which
      occurred on December 18, 2006. On
      January 10, 2007, the Series C preferred stock was converted into 4,000,000
      shares of unregistered, restricted common stock. As
      of
      September 30, 2007, no shares of Series C preferred stock were issued or
      outstanding.





*Preferred
      Stock Offerings*





Commencing
      April 25, 2006, the Company began an offering of Series A preferred stock in
      the
      form of a Unit, with each Unit consisting of (i) 5,000 shares of Series A
      preferred stock, and (ii) warrants to purchase 50,000 shares of the Company’s
      common stock, exercisable for a period of three years at a price of $0.50 per
      share. On July 20, 2006, a supplement to the private placement memorandum used
      in connection with the offering of such Units was approved, which supplement
      re-priced the offering and modified the preferred stock offered. All investors
      that had invested in the Series A private placement were offered an opportunity
      to exchange their shares of Series A preferred stock for shares of Series B
      preferred stock that were identical in all respects to the Series A shares
      except for the conversion price, which was reduced to $.50 per share. In
      addition, the number of warrants issued per Unit was increased from 50,000
      to
      100,000 warrants while the exercise price remained at $0.50 per share. **** The
      number of warrants issuable to the placement agent also increased from 1,000,000
      to 2,000,000 (or such proportionately smaller number if less than the maximum
      offering amount was raised), exercisable at $.50 per share of common stock
      rather than $1.00 per share.





The
      Company completed the sale of an additional 14.5 Units amounting to $725,000
      in
      the first quarter of 2007 until the offering was closed to new investment on
      February 28, 2007. The offering closed with a total of 134 Units of the Series
      A
      and B preferred stock issued for aggregate gross proceeds of $6,705,000
      ($2,375,000 from the sale of 237,500 shares of Series A preferred stock, and
      $4,330,000 from the sale of 433,000 shares of Series B preferred stock). The
      placement agent in connection with such offering received warrants to purchase,
      with a cashless exercise feature, 1,000,000 shares of common stock of the
      Company, exercisable at $.50 per share for a term of five years, as well as
      (1)
      an aggregate of $707,000 sales commissions, (2) $162,000 in non-accountable
      expenses, and (3) 1,200,000 shares of common stock. During the quarter ended
      September 30, 2007, Series A holders exchanged 7,500 Series A shares for 7,500
      Series B shares. During the nine months ended September 30, 2007, Series A
      holders exchanged 342,500 Series A shares for 342,500 Series B
      shares.




13




In
      May
      2007, the Board of Directors of the Company approved an offer to holders of
      the
      Series A and Series B preferred stock in settlement of claims such holders
      may
      have had against the Company in connection with the Company’s Bridge I offering
      that closed in the second quarter of 2007. Specifically, for an 18 month period
      following completion of the preferred stock offering, the Company was prohibited
      from offering securities (including derivative securities) at less than $1.25
      per share without the consent of the investor representative appointed by the
      investors in the preferred stock offerings. The Company provided participants
      in
      the Bridge I note financing with warrants to purchase shares of common stock
      at
      $.50 per share and did not obtain the investor representative’s
      approval.





As
      consideration for the waiver of any breach and as consideration for the
      termination of the $1.25 floor going forward, and with the approval of the
      investor representative, the Board approved the issuance to holders of the
      Series A and Series B preferred stock of additional warrants to purchase 2
      shares of common stock for each $1.00 in principal at $.50 per share for a
      term
      of five years. Any such holder will receive the additional warrants upon such
      holder’s acceptance of the settlement offer and execution of a waiver of any
      breach or claims. In the event the settlement offer was accepted by the holders
      of at least 50% of the outstanding Series A and Series B preferred stock, the
      Company would no longer be prohibited from offering securities (including
      derivative securities) at less than $1.25 per share, provided that any
      new securities were offered at a price at or above $.50 per share. As of
      September 30, 2007, holders of 5,000 shares of Series A preferred stock and
      holders of 330,500 shares of Series B preferred stock had accepted the
      settlement offer, which aggregate 335,500 shares represented 50.04% of the
      shares of preferred stock then-outstanding. Having received the required
      consent, the Company thereafter submitted the signed waiver documents to, and
      received the written consent of, the investor representative on October 8,
      2007.





**(B)**  **Warrants
      Issued**





In
      September 2007, the Company issued warrants to purchase 50,000 shares of common
      stock to an attorney with an exercise price of $0.50 per share for past services
      rendered. The Company recorded the fair market value of the warrants based
      on
      the fair value of each warrant estimated on the date of grant using the
      Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2007: dividend yield of zero, expected volatility
      of 245%, risk-free interest rate of 3.97%, and expected lives of three years.
      The Company recorded $23,714 in additional professional fees for the quarter
      ended September 30, 2007.





In
      July
      2007, the Company issued warrants to purchase 100,000 shares of common stock
      to
      a law firm with an exercise price of $0.57 per share for past services rendered.
      The Company recorded the fair market value of the warrants based on the fair
      value of each warrant estimated on the date of grant using the Black-Scholes
      option pricing model with the following weighted average assumptions used for
      grants in 2007: dividend yield of zero, expected volatility of 245%, risk-free
      interest rate of 4.55%, and expected lives of three years. The Company recorded
      $55,205 in additional professional fees for the quarter ended September 30,
      2007.




As
      discussed elsewhere herein, during the three months ended September 30, 2007,
      the Company issued warrants to purchase (a) 75,000 shares of common stock in
      connection with the modification of the preferred stock Unit offering and
      conversion of Series A to Series B preferred stock shares, and (b) 900,000
      shares of common stock in connection with $300,000 raised in the Bridge II
      junior convertible promissory note offering.





During
      the nine months ended September 30, 2007, the Company issued warrants to
      purchase (a) 1,450,000 shares of common stock in connection with $725,000 of
      new
      subscriptions for preferred stock Units, (b) 3,425,000 shares of common stock
      in
      connection with the modification of the preferred stock Unit offering and
      conversion of Series A to Series B preferred stock shares, (c) 12,000,000 shares
      of common stock in connection with $3,000,000 raised in its Bridge I note
      offering, (d) 900,000 shares of common stock in connection with $300,000 raised
      in the Bridge II convertible promissory note offering, (e) 3,600,000 shares
      of
      common stock to the placement agent in the Bridge I note offering, (f) 150,000
      shares in lieu of cash payments for legal fees as discussed above, and (g)
      452,164 shares of common stock to a director for the extension of his note
      payable to the Company as discussed above in Note 6. Promissory Notes-Related
      Parties.





Warrants
      outstanding at September 30, 2007 were as follows:




14




Warrants
                and OptionsOutstanding
                at beginning of year
            
            
            10,919,043Granted
            
            
            21,977,164Exercised
            
            
            ---Warrants
                at September 30, 2007
            
            
            32,896,207





**(C)** **Second
      Amended and Restated Certificate of Incorporation**




On
      September 10, 2007, the Company filed with the State of Delaware its Second
      Amended and Restated Certificate of Incorporation which (a) increased the number
      of authorized shares of common stock, $.01 par value, of the Company from
      100,000,000 shares to 300,000,000 shares, (b) eliminated the Class B and Class
      D
      common stock of the Company and all related provisions, and (c) eliminated
      the
      Series E, Series F, Series G, Series I and Series L preferred stock of the
      Company and all related provisions. The Company had proposed also eliminating
      the voting provisions relating to the Company’s Series A and Series B preferred
      stock from the charter but could not do so because of the failure to obtain
      a
      quorum of the Series A and Series B stock at the Company’s annual meeting of
      stockholders held on August 1, 2007.





**NOTE
      8. STOCK OPTION PLANS**





Effective
      January 1, 2006, the Company’s 2005 and 2006 Plans (as defined below) were
      accounted for in accordance with the recognition and measurement provisions
      of
      SFAS No. 123 (revised), “Share-Based Payment”, which replaces SFAS No. 123,
“Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25,
“Accounting for Stock Issued to Employees”, and related interpretations. SFAS
      No. 123(R) requires recognition in financial statements of compensation costs
      related to share-based payment transactions, including employee stock options.
      In addition, the Company adheres to the guidance set forth within SEC Staff
      Accounting Bulletin No. 107, which provides the Staff’s views regarding the
      interaction between SFAS No. 123(R) and certain SEC rules and regulations and
      provides interpretations with respect to the valuation of share-based payments
      for public companies.





Prior
      to
      January 1, 2006, the Company accounted for similar transactions in accordance
      with APB No. 25, which employed the intrinsic value method of measuring
      compensation cost. Accordingly, compensation expense was not recognized for
      fixed stock options if the exercise price of the option equaled or exceeded
      the
      fair value of the underlying stock at the grant date.





While
      SFAS No. 123 encouraged recognition of the fair value of all stock-based awards
      on the date of grant as expense over the vesting period, companies were
      permitted to continue to apply the intrinsic value-based method of accounting
      prescribed by APB No. 25 and disclose certain pro-forma amounts as if the fair
      value approach of SFAS No. 123 had been applied. In December 2002, SFAS No.
      148,
“Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment
      of FAS No. 123,” was issued, which, in addition to providing alternative methods
      of transition for a voluntary change to the fair value method of accounting
      for
      stock-based employee compensation, required more prominent pro-forma disclosures
      in both the annual and interim financial statements. The Company complied with
      these disclosure requirements for all applicable periods prior to January 1,
      2006.





In
      adopting SFAS No. 123(R), the Company applied the modified prospective approach
      to transition. Under the modified prospective approach, the provisions of SFAS
      No. 123(R) are to be applied to new awards and to awards modified, repurchased,
      or cancelled after the statement’s required effective date. Additionally,
      compensation costs for the portion of awards for which the requisite service
      has
      not been rendered that are outstanding as of the required effective date are
      recognized as the requisite service is rendered on or after the required
      effective date. The compensation costs for that portion of awards are based
      on
      the grant-date fair value of those awards as calculated for either recognition
      or pro-forma disclosures under SFAS No. 123.





As
      a
      result of the adoption of SFAS No. 123(R), the Company’s results for the three
      and nine months ended September 30, 2007 include share-based compensation
      expense totaling $ 369,167
      and $3,091,479, respectively, which has been included in salaries and
      compensation expense. No income tax benefit has been recognized in the income
      statement for share-based compensation arrangements as the Company has provided
      a 100% valuation allowance on its net deferred tax asset.




15




Stock
      option compensation expense in fiscal 2007 is the estimated fair value of
      options granted amortized on a straight-line basis over the requisite service
      period for the entire portion of the award.





*Accounting
      for Non-employee Awards*





The
      Company previously accounted for options granted to its non-employee consultants
      using the fair value cost in accordance with SFAS No. 123. The adoption of
      SFAS
      No. 123(R) as of January 1, 2006 has had no material impact on the accounting
      for non-employee awards.





** The
      fair
      value of options at the date of grant is estimated using the Black-Scholes
      option pricing model. The assumptions made in calculating the fair values of
      options are as follows:





For
                the nine months ended
              September
                30, 2007Expected
                term (in years)
            
            
            1
                to 5Expected
                volatility
            
            
            245%Expected
                dividend yield
            
            
            0%Risk-free
                interest rate
            
            
            4.01%
                to 4.85%





There
      were 4,043,000 and 200,000 non-employee (including non-employee director) stock
      option awards granted in the nine months ended September 30, 2007 and 2006,
      respectively. There were 2,883,000 and 2,270,000 employee stock options granted
      in the nine months ended September 30, 2007 and 2006, respectively. There were
      129,000 options granted to employees under the Company’s 2006 Plan, and 247,000
      options granted under the Company’s 2005 Plan during the nine months ended
      September 30, 2007.





In
      July
      2007, the Board of Directors amended options granted to Darryl Cohen to purchase
      2,000,000 shares, Sandro Sordi to purchase 100,000 shares, and Alan Smith to
      purchase 100,000 shares of common stock, $.01 par value of the Company. The
      amendment provided for an increase in the exercise price of such options from
      $.50 to $.59 per share, the closing price of the common stock on the date of
      the
      grant. All other terms of such options remained the same. In addition, the
      Board
      approved the extension of the exercise periods by one year of options granted
      to
      two former employees of the Company to purchase an aggregate 243,000 shares.
      All
      other terms of such options remained the same.





*Plan
      Information*





In
      August
      2006, the 2006 Employee Stock Incentive Plan was approved and adopted by the
      Board of Directors, and subsequently amended in June 2007 (as amended, the
“2006
      Plan”). The 2006 Plan became effective upon the approval of the holders of a
      majority of the Company’s common stock at the Company’s annual stockholders
      meeting held on August 1, 2007. Under the 2006 Plan, the Company may grant
      stock
      options, stock appreciation rights or restricted stock to its employees,
      officers and other key persons employed or retained by the Company and any
      non-employee director, consultant, vendor or other individual having a business
      relationship with the Company to purchase up to 10,000,000 shares of common
      stock. Options
      are granted at various times and vest over various periods. As of September
      30,
      2007, the Company had issued a total of 1,831,000 options pursuant to the 2006
      Plan.




Under
      the
      2005 Management and Director Equity Incentive and Compensation Plan (the “2005
      Plan”), the Company may grant incentive and non-qualified stock options to its
      employees, officers, directors, and consultants to purchase up to 2,000,000
      shares of common stock. Under the 2005 Plan, the exercise price of each option
      must equal or exceed the market price of the Company’s stock on the date of
      grant, and an option’s maximum term is ten years. Options are granted at various
      times and vest over various periods. As of September 30, 2007, the Company
      had
      issued a total of 1,924,000 options pursuant to the 2005 Plan.




16




A
      summary
      of the status of the Company’s stock options as of September 30, 2007 and the
      changes during the nine months then-ended is presented below:





Fixed
                Options
            
            Shares
            
            Weighted
                Average Exercise PriceOutstanding
                at beginning of year
            
            
            7,722,000
            
            $
            .58Issued
            
            
            6,926,000
            
            
            .71Expired
            
            
            (243,000
            )
            
            (.72
            )Outstanding
                at September 30, 2007
            
            
            14,405,000
            
            $
            .65Exercisable
                at September 30, 2007
            
            
            11,509,343Weighted
                average exercise price of options granted to employees at September
                30,
                2007
            
            $
            .64








ExercisePrice
            
            Number
                Outstanding at
              September
                30, 2007
            
            Weighted
                Average RemainingContractual
                Life
            
            Weighted
                AverageExercise
                Price
            
            Number
                Exercisable at
              September
                30, 2007
            
            Weighted
                AverageExercise
                Price$0.50-$0.85
            
            
            14,135,000
            
            
            7.5
            
            $
            0.63
            
            
            11,239,343
            
            $
            0.61$1.59-$2.00
            
            
            270,000
            
            
            5.0
            
            $
            1.73
            
            
            270,000
            
            $
            1.73






**NOTE
      9. COMMITMENTS AND CONTINGENCIES**





**(A)**  **Content
      Contracts**





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 content costs associated
      with these contracts are included in cost of revenues.





Future
      minimum payments are approximately as follows:





Year
      Ended September 30,




2007
            
            $
            23,9702008
            
            
            98,4952009
            
            
            8,475$
            130,940







**(B)**  **Employment
      Contracts**





In
      July
      2005, InfoByPhone Inc. entered into an employment agreement with Darryl Cohen
      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.
      In April 2006 the Company increased Mr. Cohen’s base salary to $250,000 per year
      and provided for an automobile allowance of $6,840 per year.




17




In
      May
      2007, the Board of Directors of the Company determined that in the event of
      a
      change of control as defined in Mr. Cohen’s employment agreement, which
      definition was revised to include the issuance of 25% or more of the issued
      and
      outstanding shares of the Company to one or more persons acting together as
      a
      group (with certain exceptions), all options, warrants and restricted shares
      outstanding and not then vested held by Messrs. Cohen, Sordi and Smith and
      Dennis Bergquist, financial consultant to the Company, would accelerate and
      become fully vested. In addition, each of such four individuals would be granted
      a non-qualified option or warrant granting each the right to purchase that
      number of shares equal to the number of shares subject to all of each such
      individual’s options and warrants outstanding as of May 17, 2007, such change of
      control options and warrants to be exercisable at the fair market value of
      the
      common stock at the time of the change of control.





On
      October 10, 2006, the Company entered into employment agreements with eight
      executives, each for a term of one year at an annual average salary of $74,450,
      with additional bonuses and fringe benefits as determined by the Board of
      Directors. In May 2007, the Board of Directors amended the employment agreements
      of two of these officers to provide for the issuance of (a) 700,000 options
      to
      the Company’s Director of Interactive Media, and (b) 700,000 options to the
      Company’s Director of Revenue and Content. In both cases, 500,000 options were
      granted at $.80 per share and vested when the Company entered into an agreement
      with the Wikimedia Foundation on May 25, 2007, and 200,000 of which were granted
      on May 17, 2007, at $.75 per share, of which 50,000 vest in the sole discretion
      of the CEO each time (up to four times) a material contract is executed between
      the Company and a licensed third-party content provider, or an “Enterprise
      Contract” (as defined in the employment agreements, as amended) is executed.





**(C)**  **Financial
      Advisory Agreements**





In
      July
      2006, the Company entered into a financial advisory agreement with Arjent Ltd.
      for twenty-four months at a rate of $5,000 per month. Pursuant to an
      underwriting agreement with the financial advisor, the Company is obligated
      to
      an exclusive period of twenty-four months commencing on March 1, 2007 and ending
      on February 28, 2009. Management believes that the financial advisor has not
      performed in accordance with the agreement and has ceased to provide services
      to
      the Company. Due to this breach of the agreement, management believes that
      the
      Company has no further obligation or exclusivity with the financial
      advisor.





In
      February 2007, the Company entered into a financial advisory agreement for
      twelve months with Halpern Capital, Inc. In the event that Halpern Capital,
      Inc.
      successfully completes a securities offering with at least $25 million in gross
      proceeds, the Company has agreed to purchase additional financial services
      for a
      minimum of twelve months at a rate of $20,000 per month. The Company may cancel
      after six months for cause if the financial advisor fails to perform the duties
      specified in the agreement.





**(D)**  **Financial
      Consulting Agreement**





In
      January 2007, the Company entered into a financial consulting agreement with
      an
      individual who agreed to provide financial consulting and CFO services for
      twelve months at a rate of $14,600 per month. The agreement also provided for
      the grant to the consultant of non-qualified stock options to purchase an
      aggregate 1 million shares of common stock at $0.55 per share, the closing
      price
      of the common stock on the date of grant, vesting as to 600,000 shares
      immediately and 100,000 shares each 90 days thereafter.





**(E)**  **Litigation**





The
      Company has been advised that there are 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 Reverse Merger. Included in these warrants are
      300,000 claimed to be exercisable at $0.25 per share through August 15, 2007.
      The alleged holder of these warrants, Remsen Funding Corporation (a former
      consultant of the Company), filed a lawsuit in the United States District Court
      for the Southern District of New York (06 CV 609) **** on
      February 1, 2006 **** seeking
      specific performance of an agreement which provided for “piggyback” registration
      rights and seeking to have the Company include the 300,000 shares underlying
      the
      warrants in its then pending registration statement on Form SB-2.
      Notwithstanding the fact that the subject matter of the lawsuit is still in
      dispute, the Company has agreed to register the shares. The Company has answered
      the complaint and denied the claims. On July 16, 2007, the plaintiff filed
      an
      amended complaint. The amended complaint alleged damages of not less than
      $525,000, which the Company believes is without merit. The Company has filed
      a
      motion to dismiss the amended complaint, which motion is currently
      pending.  As of September 30, 2007, the Company has not accrued any
      liability related to the claim and no further developments have occured
      regarding this claim.




18




In
      December 2005, the Company received a claim from an attorney for Marshall
      Stewart, the former CEO of the Company. Mr. Stewart was employed by the Company
      under an employment agreement dated September 1, 2004. Mr. Stewart was to be
      compensated $180,000 per year in base salary plus bonuses through August 31,
      2007. Mr. Stewart’s claim is for a breach of contract alleged to have occurred
      in late 2004 when the Company was under the control of Consumer Direct of
      America, the Company’s then-principal shareholder (“CDA”), and for CDA’s failure
      to advise the Company’s stockholders of the sale of the company until after the
      Reverse Merger. As of September 30, 200 7,
      the
      Company has not accrued any liability related to the claim and no further
      developments have occurred regarding this claim.





On
      May 5,
      2006, a judgment by default in the amount of $604,391 was entered in favor
      of
      IndyMac Bank, F.S.B., in the Los Angeles Superior Court against the Company
      (then known as Ocean West Holding Corporation), former subsidiary Ocean West
      Enterprises, Inc. (“OWE”), CDA, and Does 1 through 100, inclusive. **** The
      underlying complaint brought by the federal bank alleged a default by OWE under
      settlement agreements with the bank, which had purchased certain loans from
      OWE.
      The complaint did not state a cause of action against the Company. Pursuant
      to
      Section 13.3 of the Securities Exchange Agreement and Plan of Reorganization
      dated as of April 14, 2005, the Company gave CDA notice of a breach of the
      representations and warranties set forth in, among other things, Section 5.5
      of
      the Exchange Agreement. In addition, CDA assumed and agreed to indemnify the
      Company from any and all liabilities as of May 23, 2005, whether known or
      unknown, pursuant to the Assignment and Assumption of Liabilities Agreement
      of
      the same date. Personal service upon the Company’s registered agent was claimed,
      but the Company was never served and sought to remove the judgment. On August
      8,
      2007, the default judgment against the Company was vacated in the Los Angeles
      Superior Court on the basis that the Company had not been properly served.
      During the quarter ended September 30, 2007, OWE and the Company were named
      as
      defendants in the legal matter of IndyMac Bank, F.S.B. vs. Ocean West
      Enterprises, Inc. (Case No. GC036470). The Company served a cross-complaint
      against the plaintiffs and has not received a legal response. As of September
      30, 2007, the Company has not accrued any liability related to the claim.





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 former subsidiary, OWE. The former principals of OWE did not disclose
      that they and OWE had guaranteed three HUD loans in the aggregate amount of
      $151,980. In the event a claim is made against the Company by Pioneer, the
      U.S.
      government or any agency or instrumentality thereof, or any other party, the
      Company will seek indemnification from the former principals of OWE, **** CDA,
      and
      their respective affiliates under both the Exchange Agreement and an Assignment
      and Assumption of Liabilities Agreement dated May 23, 2005 that the Company
      entered into with the former principals in connection with the Reverse Merger.
      As of September 30, 2007, the Company has not accrued any liability for this
      guarantee.





**NOTE
      10. SUBSEQUENT EVENTS**




**(A)**  **AskFrank
      and AskWiki**





*AskFrank*





On
      October 17, 2007, the Company entered into a Services Agreement with Ask Frank
      Limited (“Ask Frank”), pursuant to which AskMeNow will provide mobile phone
      information services under the private label name of “AskFrank”, a question and
      answer service for mobile phones. Specifically, under the agreement AskMeNow
      will provide text answers via text-messaging/SMS to queries on topics of general
      interest received from users of the AskFrank service in Australia
      and New Zealand .
      The
      company will provide the service on an exclusive basis in Australia and New
      Zealand unless Ask Frank defaults in certain payments owed to the company and
      fails to timely cure such default, in which case AskMeNow may elect to provide
      the service on a non-exclusive basis.





In
      consideration of providing the service, AskMeNow shall receive a one-time
      start-up fee and a monthly fee for answering a certain minimum number of
      questions. Questions answered by the company in excess of the agreed-upon
      minimum will be answered at a per-question fee. The agreement’s initial term is
      12 months, and is renewable at the option of Ask Frank for an additional
      12-month period. In the event Ask Frank extends the initial term by such 12
      month period, the agreement thereafter automatically renews for subsequent
      12
      month periods unless either party provides written notice of termination at
      least 120 days prior to the end of the then-current term.




19




*AskWiki*





On
      October 29, 2007, the Company announced the successful initial roll-out of
      AskWiki, the
      first
      public natural language search of the Wikipedia database. AskWiki is now in
      the
      planned early stage development Beta period.





**(B)**  **Bridge
      I Settlement Offer and Waiver**





As
      of
      November 6, 2007, the Company was in default under each of the notes issued
      in
      its Bridge I offering. The Company’s failure to pay such notes when due
      constitutes an event of default and, according to the terms thereof, the Company
      is obligated to pay each note holder the default interest rate of two percent
      (2%) per month on all amounts due and owing under such notes for each month
      or
      part thereof beyond the extended maturity date. In the event of a default,
      each
      note holder may proceed to protect such holder’s rights in equity or by action
      at law, or both, enforce payment of the notes, and/or enforce any other legal
      or
      equitable right such holder may have.





The
      Company has presented the holders of the Bridge I notes an offer whereby the
      Company has requested that each holder waive any default (including any payment
      default) under such notes, extend the maturity of the notes by a 270-day period,
      and permit the notes to continue to bear interest at 12% during the requested
      extension period. The Company also requested that the holders waive any right
      to
      default interest, and proposed amending the notes to permit optional conversion
      of the note balance at the holder’s option at any time into shares of the
      Company’s common stock at a conversion price of $.50 per share. As consideration
      for the requested waivers and amendments to the Bridge I notes, the Company
      is
      offering warrants to purchase three shares of common stock of the Company for
      every $1.00 principal loaned at an exercise price of $.50 for a term of three
      years.





**(C)**  **Preferred
      Stock Settlement Offer and Waiver**





The
      investor representative for the holders of the Company’s Series A and Series B
      preferred stock executed the waiver agreement, effective October 8, 2007, upon
      the Company’s submission of evidence supporting the approval of 50.04% of the
      preferred shareholders. Therefore, in accordance with the terms and conditions
      of the settlement offer and wavier, there is no longer any restriction on the
      Company issuing its common stock or common stock derivatives at less than $1.25
      per share, provided that any
      such issuance is at a price at or above $.50 per share, for an eighteen month
      period from May 15, 2007. As consideration for the waiver of any breach and
      as
      consideration for the termination of the $1.25 floor going forward, only those
      investors who execute a settlement offer and waiver shall be entitled to
      compensation of additional warrants to purchase 2 shares of common stock for
      each $1.00 in principal held at $.50 per share for a term of five years. As
      of
      November 5, 2007, the electing investors had been issued an additional 6,710,000
      warrants as consideration for their execution of the settlement offer and
      waiver.





**(D)**  **Series
      B Convertible Preferred Stock Conversions**





During
      October 2007, holders of Series B Convertible Preferred Stock elected to convert
      63,250 shares and accrued dividends into 1,265,000 shares of unregistered common
      stock.





**(E)**  **Financial
      Consulting Agreement**





In
      October 2007, the Company entered into a financial consulting agreement with
      Boston Financial Partners, Inc. for a one-year agreement commencing October
      1,
      2007 through September 30, 2008 to provide investor relations and financial
      consulting services. The agreement provided for the grant to the consultant
      of
      warrants to purchase 600,000 shares of common stock at $0.50 per share for
      a
      period of five years, and the issuance and grant of 300,000 shares of restricted
      common stock of the Company.




20




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





**Forward-Looking
      Statements**





Statements
      contained herein and elsewhere in this document that are not historical or
      current facts may constitute “forward-looking statements” within the meaning of
      the Private Securities Litigation Reform Act of 1995. 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 expressed or implied in
      any
      such forward-looking statements include: our ability to continue to lower our
      costs, our timely development and customers’ acceptance of our products, 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 United States 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 and/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,” “believes,” “expects,”
“intends,” “estimates,” “anticipates,” “plans” or similar expressions to be
      uncertain and forward-looking. The forward-looking statements contained 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.





**General**





AskMeNow,
      Inc. is a holding company and parent of InfoByPhone, Inc., a Delaware
      corporation. InfoByPhone is a communications technology company that provides
      users of handheld cellular devices with access to information regardless of
      location through its AskMeNowTM service.
      The service is a mobile information content service that enables users of any
      mobile device, with text messaging/SMS or email capability, to email or text
      message questions to the Company. An answer is then text messaged or emailed
      back to the consumer’s mobile device, usually within a matter of minutes. The
      Company is also developing an automated enterprise solution in conjunction
      with
      Expert System S.p.A., a developer of knowledge management tools. The automated
      enterprise solution is being designed to enable users of a mobile device to
      text
      message customer service-related questions and receive an answer through text.
      The Company plans to launch the enterprise service in the next three to six
      months.





The
      AskMeNow service is accessible virtually anytime and anywhere, through virtually
      every current way that wireless technology allows people to communicate via
      a
      mobile device. Using proprietary software and proprietary methods, the service
      has the research capability to answer information-based questions, including
      questions regarding 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, directory
      assistance, and random trivia (literature, history, science, etc.). Once
      information is accessed from third party content providers, it is refined to
      a
      format suitable for easy reading on the screen of a user’s mobile device and
      emailed or text messaged back to the user.





The
      AskMeNow service was launched from beta in November 2005. The release has been
      directed primarily to cell phone users in the U nited
      States and Canada. We currently generate fees from user inquiries. In the
      future, we also expect to generate revenues through monthly or quarterly service
      fees generated from enterprise customers and revenues from advertisers utilizing
      our ad space to promote products. We also plan to generate revenues through
      outsourcing our call center services in the Philippines.





**Reverse
      Merger**





Effective
      June 6, 2005, pursuant to a Securities Exchange Agreement and Plan of
      Reorganization, dated as of April 14, 2005, by and among the Company,
      InfoByPhone, Inc. and the shareholders of InfoByPhone, the Company acquired
      InfoByPhone in a reverse merger (the “Reverse Merger”). In connection with the
      transaction, InfoByPhone became a wholly-owned subsidiary of the Company, as
      the
      Company acquired all of the issued and outstanding shares of common stock of
      InfoByPhone and issued an aggregate of 5,586,004 shares of authorized but
      unissued shares of common stock, par value $0.01, of the Company that, together
      with 500,000 shares issued to Vertical Capital Partners, Inc. (n/k/a Arjent
      Ltd.) as a finder’s fee, constituted approximately 56% of the then-outstanding
      capital stock of the Company.




21




**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
      this 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 in conformity with accounting principles
      generally accepted in the United States 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. Actual results could differ from those estimates.





There
      have been no material changes in our critical accounting policies or critical
      accounting estimates since December 31, 2006, nor have we adopted any accounting
      policy that has or is expected to have a material impact on our consolidated
      financial statements. For further discussion of our accounting policies see
      Note
      2. Summary of Significant Accounting Policies in the Notes to Condensed
      Consolidated Financial Statements included in this Quarterly Report on Form
      10-QSB for the quarter ended September 30, 2007, as well as our Annual Report
      on
      Form 10-KSB for the fiscal year ended December 31, 2006.





*Revenue
      Recognition*





The
      Company recognizes revenue for all submitted questions at the time of the
      inquiry. For
      advertising space sold, the Company will recognize revenue over the period
      the
      advertisement is displayed. The Company recognizes revenue when persuasive
      evidence of an arrangement exists, delivery has occurred, the sales price is
      fixed or determinable, and collectability is probable.





*Research
      and Development*





Research
      and development expenses include payroll, employee benefits, and 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.





*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 U.S.
      dollar 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. As of
      September 30, 2007, the translation adjustment was ($6,422).





*Recent
      Accounting Pronouncements*





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
      objective of SFAS No. 157 is to increase consistency and comparability in fair
      value measurements and to expand disclosures about fair value measurements.
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any new
      fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement is not expected to have a material effect on the
      Company's future reported financial position or results of
      operations.




22




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an Amendment of FASB
      Statement No. 115”. This statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. Most of the
      provisions of SFAS No. 159 apply only to entities that elect the fair value
      option. However, the amendment to SFAS No. 115, “Accounting for Certain
      Investments in Debt and Equity Securities”, applies to all entities with
      available-for-sale and trading securities. SFAS No. 159 is effective as of
      the
      beginning of an entity’s first fiscal year that begins after November 15, 2007.
      Early adoption is permitted as of the beginning of a fiscal year that begins
      on
      or before November 15, 2007, provided the entity also elects to apply the
      provision of SFAS No. 157, “Fair Value Measurements *”.* The
      adoption of this statement is not expected to have a material effect on the
      Company's financial statements or results of operations.





**Results
      of Operations**





The
      following discussion and analysis should be read in conjunction with our
      unaudited condensed consolidated financial statements presented in Part I,
      Item
      1 of this Quarterly Report and notes thereto, and our audited consolidated
      financial statements and notes thereto, as well as our Management’s Discussion
      and Analysis, contained in our Annual Report on Form 10-KSB for the year ended
      December 31, 2006 as filed with the SEC.





**Three
      Months Ended September 30, 2007 as compared to Three Months Ended September
      30,
      2006**





**Revenue** ******





Revenues
      for the three months ended September 30, 2007 were $4,437, a decrease of $3,621,
      or 45%, over revenues of $8,058 for the three months ended September 30, 2006.





The
      decrease in revenues was due to the Company transitioning its revenue model
      to
      providing an automated enterprise solution as well as a consumer product that
      the Company anticipates will be supported by advertising revenue. During the
      three month period ended September 30, 2007, the Company continued to generate
      revenue from various customers on a per use basis. In addition, the Company
      anticipates an increase in sales in the United States as it develops its
      enterprise solution customer base and expands its current marketing program
      within the next six to nine months.





**Costs
      and Operating Expenses**





*Cost
      of Revenue*





Cost
      of
      revenue for the quarter ended September 30, 2007 amounted to $261,400, a
      decrease of $123,260, or 32%, over cost of revenue of $384,660 for the quarter
      ended September 30, 2006. The decrease relates primarily to a decrease in
      payroll costs and other associated call center costs as the Company focuses
      its
      marketing and development efforts on its automated enterprise solution and
      consumer product mobile service offerings. The Company expects to continue
      to
      incur significant costs as it continues to expand its service offerings. The
      Company’s costs of revenue primarily relate to its call center in the
      Philippines, fixed amounts paid to third-party content providers and its
      database content integration with Expert System S.p.A.





*Research
      and Development*





For
      the
      quarter ended September 30, 2007, our research and development expenditures
      were
      $24,231, a decrease of $29,3 10,
      or
      55%, over expenses of $53,541 for the quarter ended September 30, 2006. The
      decrease was the result of a reduction in research and development payroll
      costs
      incurred by the Company. Our research and development costs primarily relate
      to
      product development as the Company adds new features and upgrades to its mobile
      services technology. The Company expects to incur additional research and
      development expenses as it enhances its services and features.





*General
      and Administrative*




23




General
      and administrative expenses for the quarter ended September 30, 2007 amounted
      to
      $435,952, a decrease of $538,474, or 55%, over general and administrative
      expenses of $974,426 for the quarter ended September 30, 2006. Lock-up
      compensation expense of $371,000, which related to shares issued by the Company
      in exchange for the execution by certain stockholders of a lock-up agreement
      and
      which was a significant expense during the three months ended September 30,
      2006, was not incurred during the period ended September 30, 2007 and was the
      primary reason for the decrease. The decrease was also in part the result of
      a
      decrease in investor relations and consulting costs during the quarter as
      management worked to reduce the Company’s overhead costs. The Company’s primary
      general and administrative costs are for travel, consulting fees, insurance
      premiums, facilities and office expenses, public and/or investor relations
      services, marketing-related costs, and amortization/depreciation
      charges.





*Professional
      Fees*





Professional
      fees for the three months ended September 30, 2007 were $338,412, a decrease
      of
      $1,360,496, or 80%, over professional fees of $1,698,908 for the three month
      period ended September 30, 2006. The decrease is the result of a reduction
      in
      the one-time financial advisory fees related to the Expert System S.p.A. license
      agreement. Professional fees consist of legal, financial advisory and accounting
      fees associated with the Company’s SEC reporting obligations and attorney fees
      associated with litigation matters and various contracts and agreements prepared
      on behalf of the Company.




*Salaries
      and Compensation*





Salaries
      and compensation expense for the three months ended September 30, 2007 increased
      by $3 14,605
      to
      $677,413, or 87%, over expenses of $362,808 for the same period ended September
      30, 2006. This increase is primarily related to the compensation expense
      recorded pursuant to SFAS No. 123(R) for employee stock option awards and other
      officer and director compensation.





**Other
      Income/Expense**





*Derivative
      Expense*





Derivative
      expense during the quarter was zero, a decrease of $4,245,397 over the
      derivative expense of the same amount for the quarter ended September 30, 2006. The
      prior
      year expense was the result of the Company not having a sufficient number of
      authorized shares of common stock available for issuance under its then-existing
      commitments to holders of convertible preferred shares, warrants and stock
      options that were exercisable during the three months ended September 30, 2006.





*Interest
      Expense*





Interest
      expense during the quarter was $1,187,733, an increase of $1,176,038 over
      interest expense of $11,695 for the same period ended September 30, 2006. The
      increase was comprised of $638,000 in debt discounts amortized during the period
      relating to the warrants given to the debt holders as part of the Company’s
      Bridge I and II promissory note offerings, $454,000 in amortization of debt
      offering costs relating to warrants given to the selling agent in the Bridge
      I
      offering, and $83,000 in additional financing costs related to the Bridge I
      and
      Bridge II promissory note financings.





**Net
      Loss**





The
      net
      loss for the three-month period ended September 30, 2007 before preferred
      dividends totaled $ 2,920,704,
      compared with $7,723,377 for the same period in 2006, a decrease of $4,802,673
      or 62%. The decrease resulted primarily from the $4,245,397 decrease in the
      derivative expense and a decrease in professional fees, offset by an increase
      of
      salary compensation recorded pursuant to SFAS No. 123(R). In addition,
      cumulative dividends on the outstanding Series A and Series B convertible
      preferred stock totaled $114,469 for the three months ended September 30, 2007
      compared with zero for the same period in 2006. The combined net loss applicable
      to common shareholders for the three months ended September 30, 2007 was
      $3,035,173, or $0.08 per share, on 36,502,061 weighted average common shares
      outstanding. This compared with the net loss applicable to common shareholders
      for the three-month period ended September 30, 2006 of $7,723,377, or $0.28
      per
      share, on 27,574,679 weighted average common shares outstanding.




24




**Nine
      Months Ended September 30, 2007 as compared to Nine Months Ended September
      30,
      2006**





**Revenue** ******





Revenues
      for the nine months ended September 30, 2007 were $14,645, a decrease of $2,442,
      or 14%, over revenues of $17,087 for the nine months ended September 30, 2006.





The
      decrease in revenues was due to the Company transitioning its revenue model
      to
      providing an automated enterprise solution as well as a consumer product that
      the Company expects will be supported by advertising revenue. During the nine
      month period ended September 30, 2007, the Company continued to generate revenue
      from various customers on a per use basis. In addition, the Company anticipates
      an increase in sales in the United States as it develops its enterprise solution
      customer base and expands its current marketing program within the next six
      to
      nine months.





**Costs
      and Operating Expenses**





*Cost
      of Revenue*





Cost
      of
      revenue for the nine months ended September 30, 2007 amounted to $934,464,
      a
      decrease of $346,256, or 27%, over cost of revenue of $1,280,720 for the nine
      months ended September 30, 2006. The decrease primarily is the result of a
      reduction in payroll costs and other associated call center costs as the Company
      focuses its marketing and development efforts on its automated enterprise
      solution and consumer product mobile service offerings. The Company expects
      to
      continue to incur significant costs as it continues to expand its service
      offerings. Most of the costs are derived from its call center in the
      Philippines, fixed amounts paid to third-party content providers and its
      database content integration with Expert System S.p.A.





*Research
      and Development*





For
      the
      nine months ended September 30, 2007, our research and development expenditures
      were $72,693, a decrease of $103,685, or 59%, over expenses of $176,378 for
      the
      nine months ended September 30, 2006. The decrease was the result of a reduction
      in research and development payroll costs incurred by the Company. Our research
      and development costs primarily relate to product development as the Company
      adds new features and upgrades to its mobile services technology. The Company
      expects to incur additional research and development expenses as it enhances
      its
      services and features.





*General
      and Administrative*





General
      and administrative expenses for the nine months ended September 30, 2007
      amounted to $1,338,731, a decrease of $857,760, or 39%, over general and
      administrative expenses of $2,196,491 for the nine months ended September 30,
      2006. Lock-up
      compensation expense of $371,000, which related to shares issued by the Company
      in exchange for the execution by certain stockholders of a lock-up agreement
      and
      which was a significant expense during the nine months ended September 30,
      2006,
      was not incurred during the same period ended September 30, 2007 and was the
      primary reason for the decrease. The decrease was also in part the result of
      significant decreases in consulting fees of $184,000, travel expenses of
      $100,000 and investor relations costs of $200,000 during the period as
      management worked to reduce the Company’s overhead costs. The Company’s primary
      general and administrative costs are for travel, consulting fees, insurance
      premiums, facilities and office expenses, public and/or investor relations
      services, marketing-related costs, and amortization/depreciation
      charges.





*Professional
      Fees*





Professional
      fees for the nine months ended September 30, 2007 were $1,381,210, a decrease
      of
      $871,942, or 39%, over professional fees of $2,253,152 for the nine month period
      ended September 30, 2006. The decrease is the result of a reduction in the
      one-time financial advisory fees related to the Expert System S.p.A. license
      agreement. Professional fees consist of legal, financial advisory and accounting
      fees associated with the Company’s SEC reporting obligations and attorney fees
      associated with litigation matters and various contracts and agreements prepared
      on behalf of the Company.




25




*Salaries
      and Compensation*





Salaries
      and compensation expense for the nine months ended September 30, 2007 increased
      by $1, 077,279
      to $3,952,007, or 37%, over expenses of $2,874,728 for the same period ended
      September 30, 2006. This increase is primarily related to the compensation
      expense recorded pursuant to SFAS No. 123(R) for employee stock option awards
      and other officer and director compensation.





**Other
      Income/Expense**





*Derivative
      Expense*





Derivative
      expense during the nine months ended September 30, 2007 was zero, a decrease
      of
      $4,245,397 over the derivative expense of the same amount for the same period
      ended September 30, 2006. This
      expense was the result of the Company not having a sufficient number of
      authorized shares of common stock available for issuance under then-existing
      commitments to holders of convertible preferred shares, warrants and stock
      options that were exercisable during the nine months ended September 30, 2006.





*Interest
      Expense*





Interest
      expense during the nine months ended September 30, 2007 was $5,698,972, an
      increase of $5,191,481 over interest expense of $507,491 for the same period
      ended September 30, 2006. The increase was comprised of $3,028,000 in debt
      discounts amortized during the period relating to the warrants given to the
      debt
      holders as part of the Company’s Bridge I and II promissory note offerings,
      $2,159,000 in amortization of debt offering costs relating to warrants given
      to
      the selling agent of the Company’s Bridge I offering, and $4,000 in additional
      financing costs related to the Bridge I and Bridge II promissory note
      financings.





**Net
      Loss**





The
      net
      loss for the nine month period ended September 30, 2007 before preferred
      dividends totaled $13, 363,432,
      compared with $13,517,270 for the same period in 2006, a decrease of $153,838.
      The decrease resulted primarily from the overall $1,100,000 reduction in costs
      and operating expenses, which was offset by corresponding increases in other
      expenses. In addition, cumulative dividends on the outstanding Series A and
      Series B convertible preferred stock totaled $444,553 for the nine months ended
      September 30, 2007 compared with zero for the same period in 2006. The combined
      net loss applicable to common shareholders for the nine months ended September
      30, 2007 was $13,807,985, or $0.42 per share, on 32,898,092 weighted average
      common shares outstanding. This compared with the net loss applicable to common
      shareholders for the nine month period ended September 30, 2006 of $13,517,270,
      or $0.51 per share, on 26,651,546 weighted average common shares outstanding.





**Liquidity
      and Capital Resources**





Product
      development, the national rollout of our service,
      initial sales, financial advisors, expansion of service offerings, call center
      operational staffing in the Philippines, and administrative and executive
      personnel are and will continue to be the principal basis for our cash
      requirements. We have provided operating funds for the business since its
      inception through private offerings of debt and equity securities to U.S.
      accredited and foreign investors. We will be required to make additional
      offerings in the future to support the operations of the business until our
      products and services are fully introduced into the market and reach
      profitability. We used $3,924,778 and $4,274,369 of cash for the nine months
      ended September 30, 2007 and 2006, respectively, in operating
      activities.





We
      were
      able to raise $3,926,000 in net proceeds from the sale of convertible preferred
      stock and bridge notes payable during the nine months ended September 30, 2007,
      compared to $5,451,500 from the sale of convertible preferred stock and notes
      payable for the same period in 2006. The proceeds of the preferred stock and
      bridge note offerings were used to continue product development, introduce
      the
      product into the market, and pay current operational expenses. At September
      30,
      2007, the Company had $36,649 cash on hand compared to $61,279 as of December
      31, 2006. This cash position results from the securing of additional bridge
      financing and a continuing effort to pay the Company’s
      operating expenses and best manage available cash. The Company’s current
      constrained cash position renders the Company unable to repay the $3 million
      principal amount raised in its Bridge I note offering or any accrued and unpaid
      interest thereon. The Company is currently in default under its Bridge I
      promissory notes and will remain in default until such time as the note holders
      extend the maturity of the notes and/or the Company obtains sufficient funds
      to
      repay the amounts due and payable.




26




Our
      operations have been, and will continue to be, dependent upon management’s
      ability to raise operating capital by offering equity and debt securities of
      the
      Company. We have incurred significant operating losses since inception of the
      business. We expect that on-going operating expenditures will be necessary
      to
      successfully implement our business plan and develop, manufacture and market
      our
      products and services. Specifically, 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, and 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.





Our
      revenues are not sufficient to fund our operations for the next twelve months
      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. There can be no assurance that
      we
      will be able to obtain additional capital to meet our current operating needs
      or
      to complete licenses of technologies, enterprise contracts or acceptance of
      our
      consumer products. If we are unable to raise sufficient adequate additional
      capital or generate profitable sales revenues, we may be forced to substantially
      curtail product development and other activities, and may be forced to cease
      operations. These factors as well as our net loss in 2007 to date of $13,363,432
      and net cash used in operations in 2007 of $3,924,778 raise substantial doubt
      about our ability to continue as a going concern.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements.





**Item
      3.*****Controls
      and Procedures***





**Evaluation
      of Disclosure Controls and Procedures**





The
      Company’s chief executive officer, who is also the Company’s chief financial
      officer, has
      reviewed and evaluated the effectiveness of the Company’s disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
      the Securities Exchange Act of 1934, as amended, the “Exchange Act”) as of the
      end of the period covered by this report. Based on that review and evaluation,
      our chief executive officer has concluded that our current disclosure controls
      and procedures, as designed and implemented, are effective to ensure that such
      officer is provided with information related to the Company required to be
      disclosed in the reports filed or submitted by the Company under the Exchange
      Act and that such information is recorded, processed, summarized and reported
      within the time periods specified.





**Changes
      in Internal Control over Financial Reporting**





During
      the quarter to which this report relates, there were no changes in internal
      control over financial reporting that materially affected, or were reasonably
      likely to materially affect, our internal control over financial
      reporting.





**PART
      II. Other Information**




27




**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 quarterly report on Form 10-QSB,
      there
      have been no material changes to any legal proceedings relating to the Company
      previously reported except as discussed in Note 9. Commitments and Contingencies
      - Litigation in the notes to the condensed consolidated financial statements
      included herewith.





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





**Unregistered
      Sales of Equity Securities**





*Bridge
      II 12% Junior Convertible Promissory Notes*





Beginning
      in August 2007, the Company commenced an issue of up to $1,000,000 in junior
      convertible promissory notes to accredited investors on a “best-efforts”, no
      minimum basis. The notes bear interest at 12% per annum and are payable 270
      days
      after the date of issuance unless extended by the Company for up to an
      additional 90 days. The promissory notes are convertible, at the option of
      the
      holder, into shares of the Company’s common stock at a per share price equal to
      $.50 per share. Additionally, the holder has the option to convert the note
      balance, upon consummation by the Company of a qualified equity securities
      offering with aggregate consideration valued at $5,000,000 or more, into the
      same securities purchased at a per share price equal to the per share sale
      price
      paid by the investor(s) in such qualified offering. As of September 30, 2007,
      the Company had issued a total of $300,000 in Bridge II promissory notes.





As
      part
      of the Bridge II offering, the Company is obligated to issue warrants to
      purchase three shares of common stock for every $1.00 principal amount of notes
      issued. An aggregate 3,000,000 warrants to purchase common stock at $.50 per
      share with a term of five years will be issued by the Company in accordance
      with
      a fully subscribed $1,000,000 Bridge II offering. As of September 30, 2007,
      the
      Company had issued 900,000 warrants in conjunction with the $300,000 in Bridge
      II promissory notes issued during the quarter.





*Warrants*





In
      September 2007, the Company issued warrants to purchase 50,000 shares of common
      stock to a law firm with an exercise price of $0.50 per share for past services
      rendered. Such warrants are exercisable immediately with a three year term
      and
      permit cashless exercise.





In
      July
      2007, the Company issued warrants to purchase 100,000 shares of common stock
      to
      a law firm with an exercise price of $0.57 per share for past services rendered.
      Such warrants are exercisable immediately with a three year term and permit
      cashless exercise.





During
      the nine months ended September 30, 2007, the Company also issued the following
      warrants related to the raising of debt and equity capital:





Warrants
                issued with new issuances of preferred stock Units
            
            
            1,450,000Warrants
                issued in conversion of Series A to Series B preferred
                stock
            
            
            3,425,000Warrants
                issued with Bridge I notes payable
            
            
            12,000,000Warrants
                issued with the Bridge II convertible notes payable
            
            
            900,000Warrants
                issued to a director for a promissory note extension
            
            
            452,164Warrants
                issued to placement agent in Bridge I financing
            
            
            3,600,000Total
            
            
            21,827,164





See
      Notes
      5, 6, 7 and 8 to the condensed consolidated financial statements included herein
      for more information regarding these warrant issuances.





Warrants
      issued by the Company during the quarter expire three or five years from the
      date of issuance and are generally exercisable immediately upon issuance. The
      exercise price and number of shares issuable upon exercise of such warrants
      are
      subject to anti-dilution protection in the event the Company effects a
      subdivision or combination of its common stock or declares or pays a dividend
      or
      distribution in common stock; the warrants also provide for adjustments in
      the
      event the Company declares or pays a dividend or other distribution in other
      securities or property of the Company or is a party to a reorganization,
      reclassification, merger or similar event. **** Warrants
      issued in connection with the Company’s Series A and Series B preferred stock
      and Bridge I notes also contain anti-dilution protection in the event the
      Company issues common stock or common stock equivalents at a price less than
      the
      then-applicable exercise price of such warrants.




28




The
      Company issues securities in reliance on the safe harbor and exemptions from
      registration provided under Regulation S, Rule 506 of Regulation D and/or
      Section 4(2) of the Securities Act of 1933, as amended. No advertising or
      general solicitation was employed in offering the securities. The offerings
      and
      sales or issuances were made to a limited number of persons, all of which were
      accredited or foreign investors, and transfer was restricted by the Company
      in
      accordance with the requirements of applicable law. In addition to
      representations by the above-referenced persons, the Company has made
      independent determinations that all of the investors were accredited or
      sophisticated investors, that they were capable of analyzing the merits and
      risks of their investment, and that they understood the speculative nature
      of
      their investment. Furthermore, these investors were provided with access to
      the
      Company’s SEC filings.





**Company
      Repurchases of Securities**





During
      the three months ended September 30, 2007, no purchases of equity securities
      of
      the Company were made by or on behalf of the Company or any affiliated purchaser
      of the Company.








**Item
      3.*****Defaults
      Upon Senior Securities.***





As
      of
      September 30, 2007, four Bridge I senior promissory notes in the aggregate
      principal amount of $375,000 had matured and remained unpaid by the Company
      and
      accrued and unpaid interest at such date amounted to $2,466. As of November
      6,
      2007, the Company was in default under the remaining notes issued in its Bridge
      I offering. The Company’s failure to pay such notes when due constitutes an
      event of default and, according to the terms thereof, the Company is obligated
      to pay each note holder the default interest rate of two percent (2%) per month
      on all amounts due and owing under such notes for each month or part thereof
      beyond the extended maturity date. In the event of a default, each note holder
      may proceed to protect such holder’s rights in equity or by action at law, or
      both, enforce payment of the notes, and/or enforce any other legal or equitable
      right such holder may have.





The
      Company has presented the holders of the Bridge I notes an offer whereby the
      Company has requested that each holder waive any default (including any payment
      default) under such notes, extend the maturity of the notes by a 270-day period,
      and permit the notes to continue to bear interest at 12% during the requested
      extension period. The Company also requested that the holders waive any right
      to
      default interest, and proposed amending the notes to permit optional conversion
      of the note balance at the holder’s option at any time into shares of the
      Company’s common stock at a conversion price of $.50 per share. As consideration
      for the requested waivers and amendments to the Bridge I notes, the Company
      is
      offering warrants to purchase three shares of common stock of the Company for
      every $1.00 principal loaned at an exercise price of $.50 for a term of three
      years.







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





The
      Company held its annual meeting of stockholders at its principal executive
      offices in Irvine, California on August 1, 2007. The holders of the common
      stock
      of the Company voted on the proposals set forth at such meeting as
      follows:





(1)  To
      elect
      three directors to serve on the Board of Directors until the next annual meeting
      of stockholders and until their successors are elected and
      qualified.




29




Number
                  of SharesWithholdName
                  of Nominee
              
              For
              
              AuthorityDarryl
                  Cohen
              
              
              24,336,871
              
              
              645,251Alan
                  Smith
              
              
              24,336,871
              
              
              645,251Sandro
                  Sordi
              
              
              24,270,121
              
              
              712,001




(2)  To
      approve and adopt the Second Amended and Restated Certificate of Incorporation
      that (a) increases the number of authorized shares of common stock, $.01 par
      value, of the Company from 100,000,000 shares to 300,000,000 shares, (b)
      eliminates the Class B and Class D common stock of the Company and all related
      provisions, (c) eliminates the Series E, Series F, Series G, Series I and Series
      L preferred stock of the Company and all related provisions, and (d) eliminates
      the voting provisions relating to the Company’s existing Series A and Series B
      preferred stock.




Number
                of SharesFor
            
            
            19,647,018Against
            
            
            594,514Abstain
            
            
            12,900Broker
              Non-Votes
            
            
            4,727,690






(3)  To
      approve the 2006 Employee Stock incentive Plan (as amended).




Number
                  of SharesFor
              
              
              19,554,068Against
              
              
              655,764Abstain
              
              
              44,600Broker
                Non-Votes
              
              
              4,727,690


At
      the
      meeting, the holders of the Company’s Series A and B preferred stock were
      entitled to vote on the election of directors and the elimination of the voting
      rights of their respective series of preferred stock as set forth in the Second
      Amended and Restated Certificate of Incorporation. Because a quorum of neither
      of the Series A nor Series B preferred stock existed at the meeting, no voting
      occurred on such proposals. As a result, the three nominees to the Board were
      not elected but shall remain in office until their successors are duly elected
      and qualified. In addition, the Second Amended and Restated Certificate of
      Incorporation was approved but without the elimination of the voting rights
      of
      the Series A and Series B preferred stock.





**Item
      5.** ***Other
      Information***





None.




**Item
      6.*****Exhibits***





See
      Exhibit Index




30




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:
              November 16, 2007
            AskMeNow,
              Inc.By:
            /s/ Darryl
              CohenDarryl
              Cohen, Chief Executive Officer
              (Principal
                executive officer and
              principal
                financial officer)




31





**EXHIBIT
      INDEX**





ExhibitNumber
            
            Description10.1
            
            Agreement
              of Investor Representative effective October 8, 200710.2
            
            Form
              of Bridge II 12% Junior Convertible Promissory Note and Warrant10.3
            
            Common
              Stock Warrant to purchase 100,000 shares of common stock issued to
              Michael
              Brown, legal counsel10.4
            
            Common
              Stock Warrant to purchase 50,000 shares of common stock issued to Phillips
              Nizer LLP31.1
            
            Certification
              pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to
              Section 302 of the Sarbanes-Oxley Act of 200232.1
            
            Certification
              pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002




32