UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 2

|X|   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the fiscal year ended September 30, 2004

|_|   Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the transition period from_______ to_______

                        Commission file number 000-49971

                         Ocean West Holding Corporation
                 (Name of small business issuer in its charter)

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

                              4117 West 16th Square
                              Vero Beach, FL 32967
                    (Address of principal executive offices)

                    Issuer's telephone number: (772) 492-0104

           Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
          Title of each class                    on which registered
          -------------------                    -------------------
                 None                                   None

          Securities registered pursuant to Section 12(g) of this Act:

                    Common Shares, $0.01 par value per share
                         Common Stock Purchase Warrants

      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 requirement for the past 90 days. Yes |X| No |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |_|

      The issuer's revenues for its most recent fiscal year ended September 30,
2004 were $7,187,688.

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the average bid and asked price of
such common equity, as of December 27, 2004 was $446,880.

      The number of shares outstanding of each of the issuer's classes of common
equity as of December 30, 2004 was: 5,586,104 common shares, 210,096 Class B
common shares and 0 Class D common shares.

      Transitional Small Business Disclosure Format Yes |_| No |X|
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I.........................................................................3
   Item 1.  Description of Business............................................3
   Item 2.  Description of Property...........................................13
   Item 3.  Legal Proceedings.................................................14
   Item 4.  Submission of Matters to a Vote of Security Holders...............15
PART II.......................................................................15
   Item 5.  Market for Common Equity and Related Stockholder Matters..........15
   Item 6.  Management's Discussion and Analysis or Plan of Operation.........17
   Item 7.  Financial Statements..............................................34
   Item 8.  Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosures.............................................63
   Item 8A  Controls and Procedures...........................................63
   Item 8B  Other Information.................................................63

PART III......................................................................64
   Item 9.  Directors, Executive Officers, Promoters and Control Persons,
            Compliance with Section 16(a) of the Exchange Act.................64
   Item 10. Executive Compensation............................................66
   Item 11. Security Ownership of Certain Beneficial Owners and Management....67
   Item 12. Certain Relationships and Related Transactions ...................68
   Item 13. Exhibits and Reports on Form 8-K..................................69
   Item 14. Principal Accountant Fees and Services............................70

SIGNATURES....................................................................72


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<PAGE>

                                     PART I

Item 1. Description of Business.

      Ocean West Holding Corporation ("Ocean West") was formed in Delaware on
August 15, 2000 as the holding company of Ocean West Enterprises, Inc., a
California corporation. The holding company received all of the shares of Ocean
West Enterprises in exchange for shares of its stock effective March 11, 2002.

      On July 15, 2004, Marshall L. Stewart, Daryl S. Meddings, Enfo Loan
Corporation, Kingsley and Nancy Cannon and Dale and Suzanne Delmege agreed to
sell 4,921,930 of their shares of common stock of the Company to Consumer Direct
of America, a Nevada corporation ("CDA") in exchange for 622,388 shares of CDA
(the "Transfer"). The Transfer constitutes a change in control of the Company.
Marshall L. Stewart and Daryl S. Meddings will remain as directors and officers
of the Company. On September 28, 2004 Daryl S. Meddings resigned as Chief
Financial Officer, concurrently Mr. Meddings has been appointed to the position
of Executive Vice President. On September 28, 2004 the board appointed Wayne
Bailey (Chief Financial officer of CDA) to the Board of Directors of the Company
to fill the one vacancy on the Board until the next annual shareholders meeting
as well as to the position of CFO.

      Ocean West Enterprises was incorporated in November 1988 in the state of
California and is engaged in the business of mortgage banking/brokering. We
principally operate under the name of Ocean West Funding. All references herein
to "Ocean West", the "Company", "us", "our", and "we", include Ocean West and
its consolidated subsidiary, unless the context otherwise requires.

Overview

      We are a retail and wholesale mortgage banking company primarily engaged
in the business of originating and selling loans secured by real property with
one-to-four units. The company offers a wide range of products aimed primarily
at high quality, low risk borrowers. Under our current business strategy, we
will make most of our loans to:

      o     purchase existing residences

      o     refinance existing mortgages

      o     consolidate other debt

      o     finance home improvements, education or similar needs

      Ocean West primarily originates conventional mortgage loans, which meet
Federal National Mortgage Association ("FNMA") and Federal Home Loan Mortgage
Corporation ("FHLMC") standards. The Company also originates, to a lesser
degree, Federal Housing Authority "FHA" loans. Ocean West continues to expand
into the higher risk Alternative A/Sub-prime market to assist in efforts to
diversify its lending practices.


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<PAGE>

      We give our borrowers a credit grade through two basic methods. One is
through an underwriter that knows and understands the end investors' credit
requirements and grades the borrowers accordingly. The other is through
automated underwriting systems used by many investors including Fannie Mae and
Freddie Mac. In the automated system, the borrower's credit information is
entered into a computer-driven underwriting system that analyzes the data and
runs a credit report. The majority of the Company's production is secured by
first priority mortgages. Based on dollar volume, for fiscal year ended
September 30, 2004 approximately 85% of the total funded loans were in the first
position of loans originated by us and are secured by a first priority mortgage.
The remaining mortgages are typically in a second position.

Products

      Ocean West offers a broad range of mortgage loan products to provide
flexibility to mortgage loan brokers and our retail division. These products
vary in loan-to-value ratio and income requirements as well as other factors.
The following is a list of our primary standard products:

      o     Conforming Mortgage Products -- Adjustable and fixed rate loan
            programs that meet the guidelines for purchase by
            government-sponsored entities, such as FNMA and FHLMC which
            guarantee mortgage backed securities, and by permanent investors in
            mortgage backed securities secured by, or representing ownership in,
            such mortgage loans.

      o     FHA/VA -- Thirty-year fully amortizing adjustable or fixed rate
            program -- adjustable rate program indexed to the one-year treasury
            featuring a cap of annual interest rate increases of 1% and a life
            cap on increases of 5%.

      o     Alt A/Sub Prime Mortgage Products -- Alternative-A/Sub-Prime loans
            are adjustable and fixed rate loans that usually do not meet FNMA
            and FHLMC guidelines due to various reasons. These loans usually do
            not meet this guideline because they require a reduced amount of
            income verification and may exceed these agencies maximum
            loan-to-value ("LTV") guidelines. These loans are sold to
            institutional investors such as Credit Suisse First Boston, Banco
            Popular and Saxon Mortgage.

      o     Second Mortgage Program -- Fixed rate amortizing and fixed rate with
            a balloon payment programs that are limited to borrowers we identify
            as A+ through B credit, risks, with a maximum combined loan-to-value
            ratio equal to 100%.

      o     JUMBO Loans -- Adjustable and fixed rate loan program for loans that
            exceed the loan limits set by the FNMA (Fannie Mae) and the FHLMC
            (Freddie Mac). These loans are sold to investors in the secondary
            market that specialize in these types of loans and are structured to
            meet the guidelines provided by specific investors.


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<PAGE>

      o     Non-Conforming Loans -- Fixed- rate first mortgage loans that are
            amortized over a fifteen or thirty-year period as well as loans with
            a balloon payment in fifteen years and payable during the
            fifteen-year period under a thirty-year amortization schedule.

Loan Origination

      We originate both purchase and refinance mortgage loans. The percentage of
refinance loans as compared to total volume for the year ended September 30,
2004 was 56.4% and 69.7% for the year ending September 30, 2003

      We originate loans primarily through three different channels. The first
is directly through our "corporate" retail division. This division deals
directly with the client. Most of the retail loans are referred to us through
real estate agents or past clients. The remaining clients are generated through
various marketing techniques such as direct mail, telemarketing, or various lead
providers. The Company has closed this division in the early part of its fiscal
year and has decided to focus its attention on the two remaining channels,as
discussed below. The corporate retail loans comprised .04% of our loan volume
for the year ended September 30, 2004 as compared to 20.3% of our loan volume
for the year ended September 30, 2003.

      The second method of origination is through our "net branch" network of
retail branches. A net branch is a retail branch where all related branch
expenses must be paid for through branch revenues and the manager of the branch
is compensated only through the branch profits. We have concentrated on
developing this area of our business in recent months because we believe this is
one of the most cost effective and efficient ways to increase loan originations.
The net branches comprised 92% of the loan volume in the fiscal year ended
September 30, 2004 as compared to 84% of the loan volume in the fiscal year
ended September 30, 2003.

      As of September 30, 2004 we had 57 retail "net branches" in 42 states.
These branches are located in areas close to potential borrowers and referral
sources. Being located near these referral sources better enables the Company in
developing referral business. Our goal is to continue to develop and maintain
recurring referral sources. To supplement branch business, we continue to
develop lead programs through various providers.

      The third method of origination is the wholesale channel which represents
loans solicited through mortgage brokers. A loan broker generally receives
commissions on the individual loan transactions submitted by the broker.
Commissions vary based upon loan type, loan amount, interest rate and fees
charged by the broker. Average commissions are approximately $3,880 per loan
transaction. The loan officer will be compensated from the commissions earned.
The typical compensation to the loan officer ranges from 55% to 75% of the total
commissions earned. This division comprised 8.0% of our total loan volume for
the fiscal year ended September 30, 2004 as compared to 9.5% of our total loan
volume for the fiscal year ended September 30, 2003.


                                       5
<PAGE>

      We incur certain costs in originating loans, including general and
administrative expenses, salary and commission expenses, out-of-pocket expenses,
and interest due on borrowings on the warehouse line of credit.

Underwriting Process

      Loans originated through the corporate retail division or net branches
require processing. Processing procedures very depending on specific loan
program and investor requirements. Loan applications are reviewed and verified
for accuracy. The verification process includes, but is not limited to: (i)
evaluation of the borrower's credit worthiness by obtaining a formal credit
report through an approved credit agency, (ii) third party verification of the
applicant's income and deposit information, and (iii) obtaining a preliminary
title and appraisal report. Once processing is complete, the file is sent on to
underwriting.

      Regardless of how a loan is generated, all loans must be underwritten in
accordance with guidelines set forth by management and the secondary market
investors. Some underwriting criteria include borrower income and credit
worthiness, loan-to-value ratios, property condition and type, insurance
requirements and investor requirements. Our underwriting guidelines also comply
with those guidelines set forth by the FNMA, FHLMC, FHA, Veterans Administration
("VA") and private institutional investors. The underwriting guidelines are
intended to aid in evaluating the credit history of the potential borrower, the
capacity of the borrower to repay the mortgage loan, the value of the real
property, which will secure the loan, and the adequacy of such property as
collateral for the proposed loan. The loan terms, including interest rate and
maximum loan-to-value ratio, are determined based upon the underwriter's review
of the loan application and related data and the application of the underwriting
guidelines.

      We employ only experienced underwriters. Our Underwriting Manager must
approve the hiring of all underwriters, including those who will be located in a
regional or branch office. Our underwriters must have had either substantial
underwriting experience or substantial experience with us in other aspects of
the mortgage finance industry before becoming part of the underwriting
department. All underwriters are required to participate in ongoing training,
including regular supervisory critiques of each underwriter's work. We believe
that our underwriting personnel have the ability to analyze the specific
characteristics of each loan application and make appropriate credit judgments.

      The level of income verification varies with program type. The
underwriting guidelines include four levels of documentation requirements for
applicants, which are referred to as the "Full Documentation," "Lite
Documentation," "Stated Income Documentation," and "No Documentation" programs.
The purchasers in the secondary market dictate the level of income documentation
required for a specific loan. Except for the No Documentation programs, where
verification of income is not required, we review:

      o     the applicant's source of income;

      o     calculate the amount of income from sources listed on the loan
            application or other documentation;

      o     review the credit history of the applicant;


                                       6
<PAGE>

      o     calculate the debt service-to-income ratio to determine the
            applicant's ability to repay the loan;

      o     review the type and use of the property being financed; and

      o     review the property.

      Under our Full Documentation programs, applicants are generally required
to submit two written forms of verification of stable income for at least twelve
months. Under our Lite Documentation programs, the applicant may submit
twenty-four months of bank statements in lieu of traditional documentation such
a tax returns and pay-stubs. Our Stated Income Documentation programs may be
accepted based upon the monthly income stated on the mortgage loan application
if other criteria are met. Our No Documentation programs do not give
consideration to income. Instead, more weight is given to the borrowers credit
history and property value. All of the programs require a telephone verification
of the employment of salaried employees. In the case of purchase money loans,
under the Full Documentation program guidelines and, on all purchase loans where
the loan-to-value ratio is greater than 80%, we also verify source of funds to
be deposited by the applicant into escrow.

      In most cases, our underwriters determine the applicant's ability to repay
the loan using: (a) a qualifying rate that is equal to the stated interest rate
on fixed-rate loans, (b) the initial interest rate on loans which provide for
three years of fixed interest rate and payments before the initial interest rate
adjustment, or (c) 2% above the initial interest rate on other adjustable-rate
loans. The underwriting guidelines require that mortgage loans be underwritten
following a standard procedure that complies with applicable federal and state
laws and regulations. It also requires our underwriters to be satisfied of the
value of the property to be mortgaged based upon a review of the appraisal. In
general, the maximum principal amount of loans originated under our conventional
program is $650,000; however, management may approve and make larger loans on a
case-by-case basis. Larger loans also require approval by the intended purchaser
of the loan.

      Automated underwriting systems are rapidly becoming the industry standard
when underwriting conventional loans. These systems can be used for underwriting
loan programs such as FHA and VA; and at times specific investors require their
use. The two primary systems are the FNMA's Desktop Underwriter and the FHLMC's
Loan Prospector. Over the past few years, the trend has moved toward the
exclusive use of these systems. We currently underwrite over half of the loans
originated using these systems. We are also in the process of developing it own
proprietary underwriting system to aid in the process of underwriting those loan
programs that can not be underwritten by the Desktop Underwriter or Loan
Prospector.

      Management evaluates the underwriting guidelines on an ongoing basis and
periodically modifies them to reflect current assessments of various issues
relating to underwriting analysis. In addition, as new loan products are
developed, we adopt underwriting guidelines that we believe are appropriate for
the new products. All loans are underwritten to the standards of the intended
purchasers of the loans. The Company makes certain representations and
warranties customary in the industry relating to, among other things, accurate
information, program standards, and compliance with laws and regulations. If we
are found to have breached such a representation or warranty, we could be
required to repurchase the loan.


                                       7
<PAGE>

Quality Control

      We have implemented a loan quality control process to help enforce sound
lending practices and compliance with our policies and procedures as well the
compliance requirements of agencies such as HUD, Fannie Mae and the requirements
of other purchasers of mortgages. Prior to funding a loan, we perform a
"pre-funding quality control audit" in which our staff re-verifies the
borrower's credit history and employment, using automated services as well as
verbal verifications. In addition, an independent appraiser appraises properties
that will potentially secure the mortgage loans. A qualified licensed
independent appraiser must conduct all appraisals and the appraisal must conform
to the Uniform Standards of Professional Appraisal Practice adopted by the
Appraisal Standards Board of the Appraisal Foundation. Our personnel also review
every appraisal to confirm the adequacy of the property as collateral prior to
funding.

      In addition, our quality assurance department audits a percentage of all
loans that are funded. The department reviews the documentation, including
appraisals and verifications, for compliance with established underwriting
guidelines and lending procedures. The department also reexamines the funding
documents for accuracy, completeness and adherence to corporate, state and
federal requirements. As part of the audit process, any deficiencies discovered
are reported to senior management to determine trends and any need for
additional training of personnel.

Loan Funding

      Loans that are closed using our own credit facilities are funded through
short term borrowing on our warehouse lines of credit. We pay interest on funds
advanced under the warehouse line of credit at a pre-negotiated rate. The rate
at which the Company borrows is variable in nature and typically averages
between 4.5% and 5.5%. Ocean West currently has approval for $13,000,000 in
warehouse capability. Ocean West has its primary warehouse line of $8,000,000
with Provident Consumer Financial Services. A second line of $5,000,000 is with
Warehouse One. The line with Warehouse One continues to renew itself on an
annual basis. The facilities are secured by the mortgage loans financed through
the line, related mortgage servicing agreements. and Ocean West repays the
outstanding balance under the warehouse line with the proceeds from the sale of
mortgage loans. The additional proceeds earned from loan sales also replenish
working capital.

      The loan agreement governing the terms of the Warehouse One line of credit
contains a restrictive covenant relating to tangible net worth. The Company
received an amendment to its agreement with Warehouse One changing its financial
net worth covenant from $750,000 to $450,000 on December 30, 2003. Currently the
Company is in compliance with its lender. Payment of cash dividends or
redemption of shares is also restricted to net income after the date of the
applicable agreement computed on a cumulative basis.

      Our ability to finance and purchase mortgage loans depends on our ability
to secure warehousing lines with acceptable terms. Until recently we have funded
the majority of our loans through First Collateral Services. First Collateral
ceased providing us funds under the line effective April 30, 2003. The
outstanding balance on the First Collateral Services line of credit is being
paid off as the loans securing the lines are sold. As of September 30, 2004 the
line balance was $470,758. The line is secured by the mortgage loans financed
through the line and the personal guarantees of two of the Company's officers,
Marshall Stewart and Daryl Meddings. The interest rates charged on our lines of
credit with Provident Consumer Financial Services and Warehouse One are
approximately 1% higher than the rate First Collateral charged. The fees
associated with the Warehouse One and Provident lines are also $50 to $100 more
per transaction than those charged by First Collateral. In addition, the lending
limits on the First Collateral line of credit had been larger than those granted
by the current providers. The loss of First Collateral as our primary warehouse
lender has increased our cost of funds and has limited our ability to fund a
higher volume of loans. To the extent we are not successful in using these
alternate warehousing sources, we may have to curtail our mortgage loan
origination activities, which would also have a material adverse effect on our
operations and financial condition.


                                       8
<PAGE>

      To help address the lower limits on the lines of credit, in March 2003, we
began participating in a "fast funding" program offered by Union Federal Bank,
one of the regular purchasers of our loans. This program has significantly eased
the restraints on funding imposed by the limits on the lines of credit by
allowing us to remove loans that are funded through our warehouse lines of
credit in a shorter period of time, freeing up the line for new loans.
Participation in the program is an additional $150 fee per loan. The program is
designed to roll loans on and off the warehouse lines of credit within 48 to 72
hours of funding. However, we do not receive the profits from the loan at the
time it is taken off the warehouse lines of credit. The profits are paid when
the file has been reviewed and cleared, typically within seven to ten days,
which is consistent with our current revenue recognition policy.

Sale of Loans

      The percentage of originated loans that were funded using the Company's
warehouse lines of credit was 18% of the total dollar volume for the year ended
September 30, 2004. We generally sell substantially all of the loans originated.
Once we have funded a loan through a credit facility, the next objective is to
sell the loan as quickly as possible, which typically happens in ten to fifteen
business days. A reconciliation package is prepared for our accounting
department. The file then moves on to the shipping department where it is copied
and stacked to specific investor guidelines. After we receive the final closing
statement, usually two to three days after funding, the file is sent to the
appropriate investor and revenue is recognized. We typically make general
representations and warranties to purchasers of the mortgages relating to
borrower disclosures, closing procedures, credit documentation, follow-up
documentation and accuracy of representations. In many cases, purchasers of the
mortgages will require language in the documentation mandating that we return
all or a portion of the premium and any premium paid for servicing rights for
loans that are paid off early, typically prior to the end of the first six
months. In most cases, we are only liable for premium recapture if the loan is
being prepaid as a result of a refinancing through us or one of our affiliates.


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<PAGE>

      Most of our loans are purchased by the following institutional investors:
GreenPoint Mortgage Funding Inc., Indy Mac Bank F.S.B., Banco Popular, First
Horizon Home Loan Corporation,., F.S.B., Union Federal Bank, Credit Suisse First
Boston, Washington Mutual, F.A., Purchasers of loans vary from time to time as
the purchasers get in and out of the market. For the year ended September 30,
2004 four buyers purchased in excess of 10% of our production funded on our
warehouse lines of credit: Union Federal purchased 23%, Credit Suisse First
Boston purchased 25%, Banco Popular purchased 20%, and The Winter Group
purchased 10%. For the year ended September 30, 2003, four buyers purchased in
excess of 10% of our production funded on our warehouse lines of credit: Union
Federal purchased 27%, Credit Suisse First Boston purchased 15%, U.S. Bank
purchased 11%, and First Nationwide purchased 10%. For the six month period
ended September 30, 2002, two buyers purchased in excess of 10% of our
production funded on our warehouse lines of credit: First Nationwide purchased
approximately 15% and U.S. Bank purchased approximately 12%. Our secondary
marketing department chooses the purchaser for a particular loan. Commitments to
purchase loans are made on a loan-by-loan basis. We are not required to provide
a certain number of loans to any purchaser.

      Occasionally, two to three times per year, we are required to repurchase
loans from investors. The repurchase price is equal to the amount of the
original purchase price, plus interest and fees associated with the loan, less
any payments made by the borrower. Our disposition of the loan upon repurchase
depends upon the reason for the repurchase. In most cases, the repurchase occurs
because the investor believes the loan does not meet guidelines. Usually, in
these cases, we are able to sell the loan to another investor as a seasoned loan
with a payment history in three to six months time. In the event of resale,
there is little ultimate effect on our results of operations other than a delay
in recognition of income. In some cases, based upon our historical experience a
loss potential of ten to fifteen percent of the loan balance does exist. If the
loan is not resalable as is, we generally work with the borrower to refinance
the loan into a different loan program. On rare occasions, we are unable
refinance or sell the loan and are forced to hold the loan for a longer period
of time. When this occurs, the institution extending us the warehouse line of
credit will require us to pay down the credit facility at a rate of 10% of the
principal balance per month until paid in full. For the year ended September 30,
2004, the Company was not required to repurchase any loans.

Mortgage Loan Servicing Rights

      We currently sell the servicing rights on essentially all the loans we
fund. At the time the loan is sold, the purchaser of the loan typically pays us
a premium for the release of the servicing rights. The premium is paid for the
right to collect the servicing fees for the period the loan remains on the
investor's books. A typical spread for an "A" grade loan is 1/4 of 1% annually.
In the past, we occasionally retained servicing rights, but no longer do so on a
regular basis. Since we are not currently set up to service loans in-house, we
contract with a third party to sub-service any loans for which we have servicing
rights. The sub-servicer is responsible for accepting and posting all payments,
maintaining escrow accounts and reporting to the end investors, such as Fannie
Mae. For this service, we typically pay the sub-servicer a monthly fee averaging
$6 to $7 per loan. As of September 30, 2004, the sub-servicer sub-serviced 44
loans with approximately $4,885,940 in total principal balance. The amounts paid
to the sub-servicer will decline as the loans are paid off.


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<PAGE>

Regulation

      The consumer finance industry is highly regulated; therefore Ocean West
Enterprises is subject to extensive and complex rules and regulations of, and
examinations by, various federal, state and local government authorities. These
rules impose obligations and restrictions on our loan origination, credit
activities and secured transactions. In addition, these rules limit the interest
rates, finance charges and other fees that we may assess, mandate extensive
disclosure to borrowers, prohibit discrimination, and impose multiple
qualifications and licensing obligations. Failure to comply with these
requirements may result in, among other things, loss of HUD approved status,
demands by purchasers of mortgages for indemnification or mortgage loan
repurchases, exercise of rights of rescission of mortgage loans by borrowers,
class action lawsuits by borrowers, administrative enforcement actions, and
civil and criminal liability. We use our quality assurance program to monitor
compliance and, based upon assessments of our compliance staff, believe that we
are in compliance with applicable rules and regulations in all material
respects.

      Our loan origination activities are subject to the laws and regulations in
each state in which we conduct lending activities. For example, state usury laws
limit the interest rates that we can charge on our loans. In connection with
plans to expand our geographic reach, we have investigated requirements in
additional states. We currently hold licenses or exemption certificates in
thirty-five states. We do not have operations or significant loan activity in
all of these states at this time. Our current operations and loan activity is
primarily in California. California originations made up 45.4% of our total
volume based on units. Other states that we originated more than 1% of our total
volume based on units were Louisiana (3.7%), Georgia (3.6%), Indiana (3.6%),
Nevada (3.6%), Ohio (3.5%), Florida (3.4%), Missouri (3.4%), Connecticut (3.0%),
Washington, Arizona, South Carolina, Texas, Tennessee, Michigan (2%),
Massachusetts, Oregon, Mississippi, and Kansas (1%).

      Our lending activities are also subject to various federal laws, including
the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
Reporting Act, the Real Estate Settlement Procedures Act and the Home Mortgage
Disclosure Act. We are not currently making loans subject to the Homeownership
and Equity Protection Act of 1994. More specifically, we are subject to
disclosure requirements under the Truth-in-Lending Act and Regulation Z
promulgated thereunder. The Truth-in-Lending Act is designed to provide
consumers with uniform, understandable information relating to specify terms and
conditions of loan and credit transactions and, by standardizing the form of
information provided, facilitate comparisons among available credit options. The
act also gives consumers the right to change their minds about a credit
transaction by guaranteeing consumers a three-day right to cancel some credit
transactions, such as loans of the type we originate. In addition, the
Truth-in-Lending Act gives consumers the right to rescind the loan transaction
if the lender fails to provide the required disclosures to the consumer. We are
also required to comply with the Equal Credit Opportunity Act of 1994 and
Regulation B promulgated thereunder, the Fair Credit Reporting Act, the Real
Estate Settlement Procedures Act of 1975 and the Home Mortgage Disclosure Act of
1975. The Equal Credit Opportunity Act prohibits lenders from discriminating
against an applicant for a loan on the basis of race, color, sex, age, religion,
national origin or marital status. Regulation B prohibits lenders from
requesting some types of information from loan applicants. The Fair Credit
Reporting Act requires lenders to supply applicants with information relating to
the denial of any loan application. Beginning with loans originated in 1997, the
Home Mortgage Disclosure Act requires that we file annual reports with HUD for
collection and reporting of statistical data in loan transactions. The Real
Estate Settlement Procedures Act mandates disclosures concerning settlement fees
and charges and mortgage servicing transfer practices. It also prohibits the
payment or receipt of kickbacks or referral fees in connection with the
performance of settlement services.


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<PAGE>

      The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act") was signed into law
by President Bush on July 30, 2002 in response to public concerns regarding
corporate accountability in connection with the recent accounting scandals at
Enron and WorldCom. The stated goals of the Sarbanes-Oxley Act are to increase
corporate responsibility, to provide for enhanced penalties for accounting and
auditing improprieties at publicly traded companies and to protect investors by
improving the accuracy and reliability of corporate disclosures pursuant to the
securities laws. The Sarbanes-Oxley Act is the most far-reaching U.S. securities
legislation enacted in some time. The Sarbanes-Oxley Act generally applies to
all companies, both U.S. and non-U.S., that file or are required to file
periodic reports with the Securities and Exchange Commission ("SEC"), under the
Securities Exchange Act of 1934 ("Exchange Act"). The Sarbanes-Oxley Act
includes very specific additional disclosure requirements and new corporate
governance rules, requires the SEC and securities exchanges to adopt extensive
additional disclosure, corporate governance and other related rules and mandates
further studies of certain issues by the SEC and the Comptroller General. The
Sarbanes-Oxley Act represents significant federal involvement in matters
traditionally left to state regulatory systems, such as the regulation of the
accounting profession, and to state corporate law, such as the relationship
between a board of directors and management and between a board of directors and
its committees. Of the new requirements imposed by the Sarbanes-Oxley Act, among
others, we currently have no "independent directors" on our board of directors,
no audit committee, compensation committee nor nomination committee and we do
not have any independent "financial experts" on our board of directors. As a
result, we currently would not be eligible to have our shares listed on the
NASDAQ, AMEX or NYSE, even if we were to meet the other listing requirements of
such self-regulatory organizations.

      We conduct telemarketing sales through which a portion of our retail loan
business is generated. In October 2003, a national do-not-call registry which a
consumer can join to prevent unwanted telemarketing calls became operational
pursuant to rules promulgated by the Federal Communications Commission as
required by the Telephone Consumer Protection Act of 1991. In addition, a number
of states have enacted laws regulating telemarketing sales activities some of
which establish do-not-call registries and we will be required to comply with
this new national registry and will be prohibited from placing unsolicited
marketing calls to any consumer who has placed their name in the registry.

      The laws and regulations under which we operate are subject to change at
any time. In addition, new laws or regulations may be added at any time. There
can be no assurance that any change or addition of laws will not make compliance
more difficult or more extensive, restrict ability to originate, broker,
purchase or sell loans, further limit the amount of commissions, interest or
other charges which may be earned, or otherwise adversely affect our business or
prospects.


                                       12
<PAGE>

Competition

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

Employees

      As of December 30, 2004, we had approximately 203 employees of which 166
are primarily employed in sales approximately 30 in clerical positions and the
remaining 7 employees in administrative positions.

Item 2. Description of Property.

      The Company's principal operating offices are located at 15991 Redhill
Ave., Suites 100 &110, Tustin, California. We lease approximately 16,320 square
feet of office space under a lease the current term of which expires November
30, 2007. The two founding shareholders, Marshall Stewart and Daryl Meddings,
personally guaranteed the lease. Rent is currently $34,059 per month plus
overrides and increases annually beginning December 1, 2003 to $35,972 for the
last year of the term. We have the right to renew the lease for one additional
sixty-month term. During the renewal term, the rent will be adjusted to the then
current market rate. We also have 57 branch offices of which all are leased. The
branch offices are leased properties of varying types. Lease periods are
typically twenty-four to thirty-six months in length. The average lease payment
is approximately fifteen-hundred dollars per month per office.

      The Company evaluates on a continuing basis the suitability and adequacy
of all of its branch office locations, and has active programs of relocating or
closing any as necessary to maintain efficient and attractive facilities. The
Company believes its present facilities are adequate for its operating purposes.


                                       13
<PAGE>

Our primary branch offices are located at:

<TABLE>
<CAPTION>
Name                             Address
----                             -------
<S>                              <C>                                 <C>
Ocean West Funding               3260 E. Indian School Rd.           Phoenix, AZ  85018
Ocean West Funding               504 Ojai                            Granite Bay, CA  95746
Ocean West Funding               1514 S. Broadway                    Santa Ana, CA 92707
AYI Financial                    4A N. Euclid Ave                    National City, CA  91950
Pacific Loan Company             40258 Hwy. 41, Ste. A               Oakhurst, CA  93644
Ocean West Funding               25950 Acero, Suite 310              Mission Viejo, CA  92691
Ocean West Funding               1954 Placentia Ave., #206           Costa Mesa, CA  92627
Ocean West Funding               150N Santa Anita Blvd #890          Arcadia, CA  91006
Visionary Mortgage               3353 Bradshaw Rd., #226             Sacramento, CA  95827
Ocean West Funding               16710 Smokey Point Blvd.            Arlington, WA  98223
Capital Mortgage Solutions       6929 Sunrise Blvd., Ste. 206        Citrus Heights, CA  95610
Ocean West Funding               1215 Thomaston Ave.
                                 Bldg. 2, Ste. 7                     Waterbury, CT  06704
Gold Star Mortgage               3737 N. Meridian St., #204          Indianapolis, IN  46208
Ocean West Funding               12510 W. 62 Terrace, #105           Shawnee, KS  66216
Ocean West Funding               483D Monroe Turnpike                Monroe, CT  06468
CD Lending                       6330 Sandhill.Rd                    Las Vegas, NV  89120
Straight Line Mortgage           17125 S.W. Boones Ferry Rd.         Lake Oswego, OR  97071
Ocean West Funding               2320 East North St.                 Greenville, SC  29650
Ocean West Funding               490 Mathis Airport Rd               Suwanee, GA  30024
Ocean West Funding               955 S. Virginia St                  Reno, NV  89502
Ocean West Funding               25202 Crenshaw Blvd                 Torrance, CA  90505
Ocean West Funding               1578 West Jackson                   Painesville, OH  44077
Perfect Mortgage                 9309 Office Park Circle             Elk Grove, CA  95758
Ocean West Funding               2014 Downing Dr                     Pensacola, FL  32505
No Bull Mortgage                 9805 NE 116th St., #7473            Kirkland, WA  98034
</TABLE>

Item 3. Legal Proceedings.

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


                                       14
<PAGE>

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

      No matters were submitted to a vote of the Company's security holders
during the last quarter of the fiscal year ended September 30, 2004.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

      Ocean West Holding Corporation began trading on August 12, 2002 and shares
of our common stock are listed on the over-the-counter bulletin board (OTCBB)
governed by the NASD. Our common stock trades under the symbol "OWHC" and the
warrants trade under the symbol "OWHCW". The quotations listed below reflect
interim dealer prices without retail mark-up, mark-down or commission and may
not represent actual transactions. Trading of our common stock has been minimal
with limited or sporatic quotations and therefore we believe there is no
established public market for the common stock. There is no established public
market for the warrants.

      The following table sets forth the high and low bid quotations per share
or warrant of the Company's registered securities for each quarter during the
last two fiscal years, as reported by OTCBB.

<TABLE>
<CAPTION>
                                                                                               Common Stock
                                                                Common Shares                Purchase Warrants
Year Ended September 30, 2003:                                High          Low              High          Low
                                                              ----          ---              ----          ---
<S>                                                           <C>          <C>               <C>          <C>
Quarter Ended December 31, 2002                               $0.51        $0.15             None          None
Quarter Ended March 31, 2003                                  $0.35        $0.15             None          None
Quarter Ended June 30, 2003                                   $0.20        $0.07             None          None
Quarter Ended September 30, 2003                              $0.40        $0.13             None          None
Year Ended September 30, 2004:
Quarter Ended December 31, 2003                               $0.35        $0.15             None          None
Quarter Ended March 31, 2004                                  $0.45        $0.09             None          None
Quarter Ended June 30, 2004                                   $0.27        $0.11             None          None
Quarter Ended September 30, 2004                              $0.25        $0.15             None          None
</TABLE>

      As of September 30, 2004 there were 1,122 holders of record of the common
shares, two holders of record of the Class B common shares, no holders of record
of the Class D common shares, and no holders of record of the common stock
purchase warrants.

      We did not pay any cash dividends on any common shares, but did pay
dividends on the preferred shares. We do not intend on paying any dividends on
common shares in the foreseeable future. In addition, our warehouse line
providers restrict our ability to pay cash dividends. The decision to pay
dividends on common shares will depend on our situation with regard to
profitability, cash availability and credit line restrictions.


                                       15
<PAGE>

      Currently, we do not have any securities authorized for issuance under any
equity compensation plans.

      Except as described below, there were no sales of unregistered securities
by Ocean West during the year ended September 30, 2004. In November 2002, we
issued 500 shares of our Series M preferred stock to one investor, at a purchase
price of $1,000 per share for net cash proceeds of $500,000. The issuance was
made in reliance of Section 4(2) of the Securities Act of 1933. During fiscal
year ended September 30, 2003, the Company redeemed all 500 shares of its Series
M preferred stock for $1000 per share.

      Ocean West registered 5,247,676 common shares and 3,000,000 common stock
purchase warrants on a registration statement (file number 333-86484) which
became effective on August 12, 2002. On August 12, 2002 all of the warrants and
300,000 of the shares were sold to the underwriter, Monogenesis Corporation,
most of which were distributed by Monogenesis to its shareholders as described
in the registration statement. Each warrant may be exercised by holders to
purchase one common share at a price of $1.25 per share through June 12, 2003.
The remaining shares registered represent the 3,000,000 common shares underlying
the warrants and 1,965,776 shares held by security holders. Ocean West received
$13,104 for such shares and warrants which it used as working capital. In June
2003, 1,000 warrants were exercised with net proceeds of $1,250 received by
Ocean West which it used as working capital. The remaining warrants expired in
accordance with their terms as of June 30, 2003. There were no other net
offering proceeds to Ocean West as the unexercised warrants expired.

      The selling security holders are expected to offer their shares for sale
from time to time (but not through Monogenesis). The offering price for the sale
of selling shareholder shares until the shares were quoted on the OTC Bulletin
Board was $1.70 per share. Ocean West does not know the amount, if any, of
shares sold by selling shareholders.

      On July 1, 2004, the Company executed a subscription agreement ("July
Agreement") with CDA. The July Agreement provides that the Company would sell
and CDA would subscribe for 1,500,000 shares of senior preferred stock of the
Company for $1,500,000.

      On July 15, 2004, Marshall L. Stewart, Daryl S. Meddings, Enfo Loan
Corporation, Kingsley and Nancy Cannon and Dale and Suzanne Delmege agreed to
sell 4,921,930 of their shares of common stock of the Company to Consumer Direct
of America, a Nevada corporation ("CDA") in exchange for 622,388 shares of CDA
(the "Transfer"). The Transfer constitutes a change in control of the Company.

      On August 1, 2004, the Company executed a subscription agreement ("August
Agreement") with CDA. The August Agreement provides that the Company would sell
and CDA would subscribe for 500,000 shares of senior preferred stock of the
Company for $500,000.


                                       16
<PAGE>

      On September 1, 2004, the Company executed a subscription agreement
("September Agreement") with CDA. The September Agreement provides that the
Company would sell and CDA would subscribe for 250,000 shares of senior
preferred stock of the Company for $250,000.

      On September 28, 2004, the Company executed a cancellation agreement
("Cancellation Agreement") with CDA. The Cancellation Agreement provided that
the Company and CDA agree to cancel and rescind the July Agreement, the August
Agreement, and the September Agreement. The Agreement also provides that the
Company would upon board approval issue 2,250 shares of preferred stock of Ocean
West Enterprises for a value of $1,000 per share or $2,250,000, which was
previously subscribed to by CDA pursuant to the July Agreement, the August
Agreement, and the September Agreement, to CDA.

      During the quarter ended September 30, 2004, the Ocean West Enterprises
issued 2,250 shares at a value of $1,000. At September 30, 2004 there was a
stock subscription receivable of $1,022,425 of which has subsequently been paid
in full.

Item 6. Management's Discussion and Analysis or Plan of Operation.

      This section should be read in conjunction with Item 7. Financial
Statements.

Forward-Looking Statements

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

Critical Accounting Policies

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


                                       17
<PAGE>

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

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

New Accounting Pronouncements

      In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement nullifies EITF
Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." Statement No. 146 is different from EITF Issue No. 94-3 in that
Statement No. 146 requires that a liability be recognized for a cost associated
with an exit or disposal activity only when the liability is incurred, that is
when it meets the definition of a liability in the FASB's conceptual framework.
Statement No. 146 also establishes fair value as the objective for initial
measurement of liabilities related to exit or disposal activities. In contrast,
under EITF Issue 94-3, a company recognized a liability for an exit cost when it
committed to an exit plan. Statement No. 146 is effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of Statement
No. 146 can be expected to impact the timing of liability recognition associated
with any future exit activities.

      In November 2002, the FASB issued FASB Interpretation No. 45 (FIN45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness to Others." This interpretation elaborates
on the disclosures to be made by a guarantor in interim and annual financial
statements about its obligations under guarantees issued. FIN 45 also clarifies
that a guarantor is required to recognize, at inception of a guarantee, a
liability for the fair value of the obligation undertaken. The Company was
required to adopt FIN 45 on December 31, 2002. The adoption of FIN 45 did not
have a material effect on the Company's financial position or results of
operations.

      In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning of the first interim period beginning after June
15, 2003. This statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a freestanding financial
instrument that is within its scope as a liability (or an asset in some
circumstances). The adoption of SFAS 150 will not have an impact on the
Company's consolidated financial position, results of operations or cash flows.


                                       18
<PAGE>

Results of Operations

      Our revenues are currently derived primarily from loan origination fees
and net gain on the sale of mortgage loans. Revenues generated from the sale of
a loan vary based on loan type and size. Premiums paid can range from 1/8% to 5%
of the loan amount with an average premium. Conventional conforming loans have
lower premiums while government and Alternative A and Sub-Prime products have
higher premiums. Fees received also vary depending on loan type and origination
source and generally range from $495 to $995 per loan. For example, typically
FHA refinance loans generate $495 in fees and conventional conforming loans
generate $995 in fees.

      Real estate purchase transactions and therefore the mortgage banking
industry are subject to seasonal trends. These trends generally reflect
nationwide home sale patterns. Such sale typically peak in the spring and
summers months while declining in the late fall and winter months. However, the
refinance segment of the industry is less seasonal, changing instead as interest
rates rise and fall.

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

Year Ended September 30, 2004, Compared to Year Ended September 30, 2003

      During the fiscal year ended September 30, 2004, we made 3,296 loans with
an aggregate dollar value of approximately $602,946,521 compared to 5,928 loans
with an aggregate dollar value of approximately $1,128,717,574 for the year
ended September 30, 2003. Most of the loans originated were in principal amounts
between $100,000 and $180,000.

      Net revenues from origination and/or sale of loans decreased during the
fiscal year ended September 30, 2004 to 45.3% from the year ending September 30,
2003. The decrease is primary due to a reduction of loan origination due to the
overall market conditions. Approximately $1.0 million of the decrease can be
attributed to the Company funding its loan production through Freedom Mortgage,
which then paid expenses relating to such. This also attributed to a decrease in
operating expenses of approximately $1.0 million

      As a percentage, total operating expenses were 135.1% of the total
revenues for the year ended September 30, 2004, as compared to 97.4% of total
revenues for the year ending September 30, 2003. The increase as a percentage is
due to the reduction of net revenues of 44.6% from the prior year. Operating
expenses decreased 24.2% from 12.8 million to 9.7 million as compared to the
year ended September 30, 2003. The decrease is related to Freedom Mortgage
assuming the expenses as an offset to loan production it received for the
quarter ended March 31, 2004. Salary, wages and payroll taxes represented 51.0%
of total revenues as compared to 50.5% of total revenues for the year ending
September 30, 2003. Salary, wages and payroll taxes decreased $3 million from
$6.6 million for the year ended september 30, 2003 to $3.6 million for the year
ended September 30, 2004. As a percentage of total revenues, administrative
expenses increased to 82.2% for the year ended September 30, 2004 , as compared
to 45.4% for the year ended September 30, 2003. General and administrative
expenses decreased 1.1% or $66,000 for the year ended September 30, 2004 as
compared to the year ended September 30, 2003. General and administrative
expenses were primarily made up of rent, advertising services, fees for
professional services, insurance, office expenses and interest. Salaries, wages
and payroll taxes decreased due to the Company's downsizing efforts during the
later part of its fiscal quarter ended September 30, 2003 of which efforts were
not realized until fiscal year ended September 30, 2004. Rent, insurance and
related office expenses decreased due to the Company's downsizing efforts. Rent,
insurance and related office expenses increased slightly towards the end of the
fiscal year ended September 30, 2003 as the Company increased its corporate
square footage by 3,160 square feet, due to moving our retail division from
another location into the corporate location in order to increase efficiencies.
Depreciation and amortization decreased 54,000 or 28% for the year ended
September 30, 2004 as compared to the year ended September 30, 2003. As a
percentage of revenues depreciation and amortization increased to 1.9% of total
revenues, due to the decrease in revenues as compared to1.5% of total revenues
for the year ended September 30, 2003.


                                       19
<PAGE>

      Ocean West had loss from operations of $2,520,921 million for the year
ended September 30, 2004 compared to income of $340,086 for the year ended
September 30, 2003. We had a net loss of $2,697,879 million for the year ended
September 30, 2004 and net income of $105,155 for the year ended September 30,
2003.

Liquidity and Capital Resources

      Liquidity is the ability of a company to generate funds to support asset
growth, satisfy disbursement needs, maintain reserve requirements and otherwise
operate on an ongoing basis. If our loan volume increases too rapidly, the
increase could have a severe impact on our liquidity. Our warehouse credit
facilities limit the amount that may be advanced on each loan funded. Therefore,
cash must be used to fund the additional dollars needed to close escrow. The
revenue is not recognized until the loan is sold. Thus, it is crucial that we
closely monitor loan volume.

      Since inception through September 30, 2004, the Company has suffered
recurring losses from operations; we have incurred aggregate net losses of
$6,149,853. This raises substantial doubt about our ability to continue as a
going concern, as described in the explanatory paragraph on our independent
auditors' report on the September 30, 2004 consolidated financial statements,
which are included with this annual report.

      Net cash used for operating activities for the year ended September 30,
2004 was $1,120,173 compared to net cash provided by operating activities for
the year ended September 30, 2003 of $12,125,089. The primary sources of cash
used for the year ended September 30, 2004 was from the issuance of stock
receivable of $1,022,425, a decrease in mortgage loans held for sale and
receivable of loan sold of $1,070,812 and $574,475, respectively, a decrease in
other current assets of $760,571 offset by the Company's net loss for the year
ended September 30, 2004. The primary source of cash provided by for the year
ended September 30, 2003 was from a decrease in mortgage loans held for sale of
$12,607,709. As investors purchase loans, the amounts advanced for such loans
through the warehouse line of credit are paid. At that time, the receivables are
cleared and the cash deposited in our operating account. These accounts vary
significantly depending upon where the bulk of the loans are in the process of
funding and selling.


                                       20
<PAGE>

      Net cash used in investing activities during the year ended September 30,
2004 was $27,661, which was primarily used to purchase property and equipment.
Net cash used in investing activities during the year ended September 30, 2003
was $17,279, which was primarily used to purchase property and equipment of
$43,383 which was offset by the proceeds from the sale of property of $26,104.

      Net cash provided by financing activities for the year ended September 30,
2004 was $813,945, consisting primarily of payments under the warehouse line of
credit of $1,506,431 and net proceeds of $289,875 on notes payable and long-term
debt (including stockholder notes payable) payment of $53,091 on capital leases
and preferred stock dividends of $153,008, these items were offset by the
issuance of preferred stock of $2,250,000. Net cash used for financing
activities for the year ended September 30, 2003 was $11,842,308 consisting
primarily of payments under the warehouse line of credit of $11,983,870, and
payments of $489,197 on notes payable and long-term debt (including stockholder
notes payable), payment of $108,297 on capital leases, preferred stock dividends
of $216,729 and $500,000 for the redemption of preferred stock. These items were
offset by proceeds from notes payable and long-term debt of $915,888, proceeds
from the exercise of warrants of $1,250, as well as proceeds from the issuance
of preferred stock of $500,000.

      Based on dollar volume, during the year ended September 30, 2004 we funded
approximately 18% of our loans through our warehouse credit facilities. Loans
that are closed using our credit facilities are funded through short term
borrowing on our warehouse lines of credit. We pay interest on funds advanced
under the warehouse lines of credit at a pre- negotiated rate. The interest rate
at which we borrow is variable in nature and typically averages between 5% and
6% per annum. The average time between funding a mortgage and the receipt of
proceeds from the sale of the mortgage was approximately fifteen days during
fiscal 2002 and continued as such for the year ended September 30, 2004.

      Our ability to finance and purchase mortgage loans depends on our ability
to secure warehouse lines of credit with acceptable terms. Previously we have
funded the majority of our loans through First Collateral Services. First
Collateral ceased providing us funds under the line effective April 30, 2003.
The outstanding balance on the First Collateral Services line of credit is being
paid off as the loans securing the lines are sold. As of September 30, 2004 and
September 30, 2003 the outstanding balance with First Collateral Services was
$470,758 and $846,266, respectively. Until January 2003, we had frequently drawn
amounts in excess of the limit on the line. It bears interest at 8% and the rate
on September 30, 2002 was 4.311%.

      Currently we fund loans through our warehouse lines of credit with
Provident Consumer Financial Services and Warehouse One Acceptance Company IV,
LLC. As of September 30, 2003 the outstanding balance with Provident Consumer
Financial Services and Warehouse One was $6,455,760 and $712,950, respectively.
The lending limit on the line of credit through Provident Consumer Financial
Services is currently $8,000,000 and the Warehouse One lending limit is
$5,000,000. The Warehouse One and Provident lines are also $50 to $100 more per
transaction than those charged by First Collateral. In addition, the lending
limits on the First Collateral line of credit had been larger than those granted
by the current providers. The interest rates charged on our lines of credit with
Provident Consumer Financial Services and Warehouse One are approximately 1%
higher than the rate First Collateral charged. The loan agreement governing the
terms of the Warehouse One line of credit contains a restrictive covenant
relating to tangible net worth. The Company received an amendment to its
agreement with Warehouse One changing its financial net worth covenant from
$750,000 to $450,000 on December 30, 2003. Currently, the Company is in
compliance with its lender. Should we not comply with the restrictive covenants,
there is the possibility that we may lose the credit facility at any time, which
would cause a negative impact on the way we do business and a material adverse
effect on our results of operations and financial condition.


                                       21
<PAGE>

      At September 30, 2004 the interest rate charged on our warehousing lines
of credit with Provident Consumer Financial Services and Warehouse One were
approximately 4.43% and 5.61%, respectively. The fees associated with Provident
Consumer Financial Services and Warehouse One is also $50 to $100 more per
transaction than those charged by First Collateral. In addition the lending
limits on the First Collateral line of credit has been larger than those granted
by the current providers. The loss of First Collateral as our primary warehouse
lender has increased our cost of funds and has limited our ability to fund a
higher volume of loans and may have a material adverse effect on our results of
operations and financial condition. To the extent we are not successful in
securing alternate warehousing sources; we may have to curtail our mortgage loan
origination activities, which would also have a material adverse effect on our
results of operations and financial condition.

      At the present time, our liquidity resources are minimal. We are have not
consistently met the HUD net worth requirements. We were unable to maintain a
minimum net worth of $1,000,000 to retain our mortgagee status. Due to the facts
that the Company was unable to maintain its required net worth and the amount of
FHA business has decreased significantly over the past few years, we elected to
change our status to Correspondent with HUD in July of 2003. The percentage of
FHA loans funded for the year ended September 30, 2004 was 3.6% based on dollar
volume, compared to 9.2% for the year ended September 30, 2003. In addition, we
frequently draw in excess of the maximum amount provided for in the agreement on
the primary line of credit.

      In the past, we have also funded operations through the issuance of our
equity securities. From April 1, 2000 through September 30, 2002, we received
proceeds of $335,000 from the issuance of 1,340 shares of Ocean West Enterprises
common stock which were exchanged for 187,600 common shares of Ocean West,
$1,057,505 from the issuance of Ocean West Enterprises and Ocean West preferred
stock. From April 1, 2000 through September 30, 2002, we redeemed $10,000 of
common stock, redeemed $185,500 of preferred stock, converted 3,700 shares of
preferred stock with a total stated value of $967,500 to common stock, issued
250,400 Class B common shares in connection with the exchange of shares of Ocean
West Enterprises, converted 40,304 shares of Class B common stock to 40,304
shares of common stock, issued 388,800 common shares in connection with the
distribution under the registration statement which became effective in August
2002 and received $10,104 in proceeds for such shares, and paid dividends on
preferred stock of $471,873. Of the shares that were redeemed, $54,000 was
redeemed in connection with a write off of a note receivable.


                                       22
<PAGE>

      On July 15, 2004, Marshall L. Stewart, Daryl S. Meddings, Enfo Loan
Corporation, Kingsley and Nancy Cannon and Dale and Suzanne Delmege agreed to
sell 4,921,930 of their shares of common stock of CDA, in exchange for 622,388
shares of CDA (the "Transfer") for an approximate value of $1,178,802, based on
the average trading prices of the respective stocks for the month of June 2004.
The Transfer constitutes a change in control of the Company. During the fourth
quarter of fiscal year end September 30, 2004, 2,250 shares of the outstanding
preferred stock of Ocean West Enterprises were exchanged for stock subscription
receivable of $2,250,000. At September 30, 2004 the balance of the receivable
was $1,022,425. Subsequent to September 30, 2004 the remaining balance of the
receivable had been paid.

      In March 2002, 3,700 shares of the outstanding preferred stock of Ocean
West Enterprises were exchanged for 774,000 common shares of Ocean West based on
the following formula: stated value divided by five with the result multiplied
by four. Ocean West Enterprises also redeemed 15 shares of the preferred stock.
The remaining 5,855 preferred shares were exchanged for 5,855 preferred shares
of Ocean West. In September 2002, the Company issued 500 shares of Preferred
Stock Series M at a price of $1,000 per share.

      During fiscal year ended September 30, 2004, capital leases were incurred
for equipment purchases for $17,749. During fiscal year ended September 30,
2003, we incurred capital lease obligations of $129,939 for equipment purchases.

      Management currently believes that cash flows from operations will be
sufficient to meet the Company's current liquidity and capital needs at least
through fiscal 2005. In response to the reduction in loan volume due to the
rising interest rate market that began in July 2003, we have reduced fixed
overhead primarily through staff reductions. So long as there are no material
adverse changes to the terms or availability of our warehouse lines of credit,
we believe we can meet our liquidity and capital needs at current production
levels at least through fiscal 2005. However we are currently exploring possible
liquidity sources either through additional borrowings or potential capital
partners to enable us to increase our loan production. Additionally, we believe
a development of a market in our stock should aid in increasing capital. We
intend to retain earnings for the foreseeable future to help increase liquidity.
Future offerings are possible, although we do not currently have any specific
offering plans. In the event we are required to raise additional equity
financing, there can be no assurance that any such equity financing will be
available on acceptable terms. If such financing is not available on
satisfactory terms, we may be unable to expand or continue our business as
desired and operating results may be adversely affected. Any equity financing
could result in dilution to existing stockholders.

      In the short term, our goal is to maintain current production levels with
no significant increases or decreases until our liquidity increases. We believe
that an increase in net income will aid liquidity.


                                       23
<PAGE>

Interest Rate Risks

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

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

      The primary market risks that we face are interest rate risks. Interest
rate movements affect the interest expense on our warehouse lines of credit, the
interest income earned on loans held for sale, the value of mortgages held for
sale and the ultimate gain recognized on mortgage loans which are sold. In a
high interest rate environment, borrower demands for mortgage loans, especially
refinancing of existing mortgages, decline. Higher interest rates may also
adversely affect the volume of mortgage loans. In a low interest rate market,
typically one in which the interest rates have declined sufficiently to make
refinancing for lower rates economical, we may incur early pay-off penalties
when significant number of loans we originate are refinanced within the first
six months of the loan being sold to an investor.

      We protect against interest rate risks to the extent we can by pre-selling
most loans to investors prior to funding, locking in rates and returns. The
method of locking in rates and returns varies from investor to investor. Some
investors will commit to rates by telephone while others require written
commitments via facsimile or e-mail. The investor responds with a commitment or
trade number upon confirmation. At that point, the rate and purchase price for
that loan are guaranteed for a definite period of time. We have the option with
most investors to lock in rates for either a best efforts or mandatory delivery.
A mandatory delivery brings the best price, typically 1/4 of 1% higher, but
requires us to deliver the loan within the committed time frame. If we do not
meet the deadline, we may have to pay a penalty, usually ranging from $300 to
$1,000. The lock period that we give to the broker/borrower is typically a
minimum of five days before the loan package needs to be delivered to the
investor. The loan must be in "fundable" form when it is delivered to the
investor. This means that both the credit and the collateral packages must be
complete. If this is not the case, which happens rarely, the investor may
re-price the loan. In such event, if the market has deteriorated, we have some
interest rate risk.


                                       24
<PAGE>

      We also monitor and work to match the interest rates we charge on our
loans to the interest rates on the warehouse line of credit used to fund the
loan. Since the time period that the financing for any one loan is outstanding
is short, typically ten to fifteen business days, the risk of a negative
interest rate gap continuing for an extended period time is lessened. Upon sale
of the loan, the interest rate risk shifts to the investor. In the past,
management has at times used hedging strategies to lessen the risks arising out
of rising and falling interest rates, but is not currently using hedging
strategies due to the complexities involved in hedging and personnel needed to
properly manage it.

Risk Factors Relating to Our Business and Our Industry

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

      o     the Company has suffered recurring losses from operations, has an
            accumulated deficit as of September 30, 2004, that raise substantial
            doubt about the Company's ability to continue as a going concern;

      o     the Company's dependence on its warehouse lines of credit, the limit
            of which have been reduced.

      o     the Company's need for additional funding sources so that its
            ability to originate and fund loans is not impaired; and

      o     the Company's ability to compete with banks and other mortgage
            lenders that are significantly larger.

      If we are unable to maintain adequate funding sources, our ability to
originate and fund loans will be impaired. Our ability to originate and purchase
mortgage loans depends to a large extent upon our ability to secure financing
upon acceptable terms to fund and hold the mortgage loans until sold. We
currently fund all but a few of the mortgage loans we purchase and originate
through credit facilities with commercial banks and financial institutions
collateralized by loan purchase agreements. On rare occasions, we fund loans out
of cash flow without using our credit facilities. These agreements are generally
terminable at will by either party and must be renewed each year. Our borrowings
are in turn repaid with proceeds received when mortgage loans are sold. We
currently rely on Provident Consumer Financial Services and Warehouse One to
provide our primary credit facilities for our loan originations and purchases.
Any failure to renew or obtain adequate funding under our financing facilities
or other financing arrangements, or any substantial reduction in the size of or
increase in the cost of such facilities, could have a material adverse effect on
our business, results of operations and financial condition. To the extent we
are not successful in maintaining or replacing existing financing, we may have
to curtail our mortgage loan origination and purchase activities, which could
have a material adverse effect on our operations and financial condition.


                                       25
<PAGE>

      In the past, we have also funded operations through the issuance of our
preferred stock. In the event we are required to raise additional equity
financing, there can be no assurance that any such equity financing will be
available on acceptable terms. If such financing is not available on
satisfactory terms, we may be unable to expand or continue our business as
desired and operating results may be adversely affected. Any equity financing
could result in dilution to existing stockholders.

      General economic conditions may adversely affect our business. Economic
conditions affect the overall level of activity in the mortgage business. The
decision to buy, sell or refinance a residence is affected by such economic
conditions as the overall growth or decline of the economy, the level of
consumer confidence, real estate values, interest rates and investment returns
expected by the financial community. These conditions can affect the number and
size of mortgage loans of the types we typically originate and make these
mortgage loans less attractive to borrowers or to investors in the mortgages. In
addition, a decline in real estate values will have an adverse effect on the
loan-to-value ratios for the related mortgage loans, weakening the collateral
coverage and resulting in greater exposure in the event of a default. This
greater exposure to default could make it more difficult for us to obtain
interim financing for mortgage loans we originate or purchase or decrease the
availability of purchasers of such mortgage loans.

      We are likely to originate and sell fewer mortgage loans if interest rates
rise. In periods of rising interest rates, historically the demand for mortgage
loans has declined which could result in lower revenues for us. The refinancing
segment of the mortgage business is usually the first segment affected. The
reason is that as interest rates rise, the costs of refinancing outweigh any
interest rate saving eliminating those who are refinancing solely to reduce
their interest rate. For the year ended September 30, 2004, refinance loans made
up approximately 60% in total dollar volume of our loans. Rising interest rates
also affect the purchase segment of the mortgage business. As interest rates
increase, payment amounts rise decreasing the number of potential borrowers who
feel they can afford the payments and who qualify for the mortgages.

      Interest rate fluctuations can affect the profitability of our mortgage
loans. Changes in interest rates can affect the volume, net interest income and
sale of mortgage loans originated and purchased by us. When we purchase or
originate a loan, we usually have a commitment from a third party to purchase
that loan. Generally, we fund the loan using borrowings from our lines of credit
that are limited to specific uses and are known as warehouse lines of credit.
The warehouse line of credit is repaid upon the sale of the warehoused loans.
Before we sell the mortgage loan, we are entitled to receive interest income on
the loan from the borrower and we simultaneously pay interest expense to the
institution providing the warehouse line of credit. The interest rate we receive
during this period and the interest rate we pay are usually different. The
profitability of the loan is affected by this difference and fluctuations in
interest rates before the mortgage loan is sold. Although we generally have a
commitment to sell the mortgage loan before we commit to fund the mortgage loan,
there are situations in which we bear a risk of changes in interest rates prior
to the mortgage loan being sold. In particular, if interest rates increase
during the time before we sell an uncommitted mortgage loan but after we have
funded the mortgage loan, we could be required to sell the principal of the
mortgage loan for less than we funded, thereby decreasing the mortgage loan's
profitability or incurring a loss on the mortgage loan's sale.


                                       26
<PAGE>

      Payments for mortgage loan servicing rights may be less in times of stable
or declining interest rates. The prices we receive upon the sale of mortgage
loans and servicing rights depend upon a number of factors, including the
general supply of and demand for mortgage servicing rights, as well as
prepayment and delinquency rates on the portfolios of mortgage servicing rights
being sold. Interest rate changes can also affect the profitability of the sale
of mortgage loan servicing rights to a third party. Purchasers of mortgage loan
servicing rights analyze a variety of factors to determine the purchase price
they are willing to pay, including the prepayment sensitivity of servicing
rights. Because of the increased likelihood of prepayment of loans in periods of
declining interest rates, the price of mortgage loan servicing rights related to
higher rate mortgage loans may be less than in times of stable or increasing
interest rates, which could adversely affect our operations and financial
condition.

      We do not have significant servicing rights income to offset some of the
effect of an economic downturn. Mortgage companies often offset some of the
effects of an economic downturn caused by high interest rates through fees
received for servicing mortgages. Currently, mortgage servicers receive a
minimum of one quarter of one percent of the outstanding mortgage loan balance
per annum for services rendered and consequently have a continuing revenue
stream during periods when the volume of new originations slows. However, we
sell the servicing rights on more than 99% of the mortgage loans we originate or
purchase. Because we are not servicing a large portfolio of mortgage loans, we
must rely upon the generation or purchase of mortgage loans for revenues. This
makes us more vulnerable to changes in the economic cycle and general economic
health in the geographic area or areas in which we operate.

      We depend in part on wholesale brokers that are not under our control to
generate loans. If we are not successful in maintaining or expanding our broker
network, our loan volume and therefore our revenues could decline significantly.
During the year ended September 30, 2004, wholesale brokers originated
approximately 15% of the mortgage loans closed or purchased by us based on total
dollar value. Our employees originated the remainder of our loans. None of these
brokers are contractually obligated to do business with us and, in fact, the
brokers also have relationships with our competitors who actively compete with
us in efforts to expand broker relationships.

      We must depend on brokers to be accurate in their representations
regarding compliance and loan quality and may incur losses if representations
are inaccurate. In addition to depending on brokers to generate mortgage loans,
we depend on brokers to be accurate in their representations and warranties
regarding compliance with regulations and the quality of the loans to be funded.
During 1997, we suffered losses due to broker fraud predominantly with respect
to two loans. Primarily due to the misrepresentations made by brokers on two
loans, the values of each of the properties securing the loans were overstated
by approximately $100,000. In addition, the assets and employment status of each
of the two borrowers appear to have been misrepresented. We estimate that these
misrepresentations cost us approximately $400,000. In order to address this
situation, we restructured our pre-funding quality control procedures. Shortly
after the change in procedures, our loan volume generated through brokers
decreased causing additional losses.


                                       27
<PAGE>

      We depend on programs that purchase and guarantee loans. Generally, the
institutional investors that purchase mortgage loans that we originate generate
funds by selling mortgage-backed securities. This funding mechanism is largely
dependent upon the continuation of programs administered by national
government-sponsored mortgage entities, such as Freddie Mac, Fannie Mae and
Ginnie Mae, which provide the context for, and facilitate the issuance of, such
securities. We also sell a small portion of our loans, less than 1%, directly to
Fannie Mae. Although we are not aware of any proposed changes in these programs,
the discontinuation of, or a significant reduction in, the operations of such
programs could have a material adverse effect on our operations. In addition,
the sponsor may change the mortgage loan products eligible for these programs
from time to time. Changes could affect the profitability of specific types of
mortgage loan products by changing the administrative costs of purchasing or
originating the mortgage loans or other aspects of the programs.

      Our competitors in the mortgage banking industry are often larger making
it more difficult for us to compete successfully. We face strong competition in
originating, purchasing and selling mortgage loans and related mortgage
servicing rights. Our competition is principally from savings and loan
associations, other mortgage companies, commercial banks and, to a lesser
degree, credit unions and insurance companies, depending upon the type of
mortgage loan product offered. We compete with these entities by striving to
provide timely service to mortgage brokers and borrowers and develop competitive
products. Many of these institutions have greater financial resources than we do
and maintain a significant number of branch offices in the areas in which we
conduct operations. Increased competition for mortgage loans from other lenders
may result in a decrease in the volume of mortgage loans that we are able to
originate and purchase. If we are unable to compete effectively, our operations
and financial condition could be materially and adversely affected.

      Real property with environmental problems securing our loans may cause us
to incur liability. In the course of our business, we sometimes acquire
residential real estate that served as collateral for loans that are in default.
It is possible that hazardous substances or waste, contaminants or pollutants
could be present on such properties and not discovered until after we have taken
possession. In such event, we might be required to remove such substances from
the affected properties at our expense. The cost of such removal could
substantially exceed the value of the affected properties or the loans secured
by such properties. There can be no assurance that we would have adequate
remedies against the prior owners or other responsible parties, or that we would
not find it difficult or impossible to sell the affected real properties either
prior to or following such removal. These costs could have a material adverse
effect on our operations and financial condition.

      Most of our assets are pledged to secure debt leaving few if any assets
that might be distributed to shareholders in liquidation. Due to our financing
needs, with the occasional exception of loans funded by us, all of our mortgage
assets will be used to secure purchase agreements, bank borrowings or other
credit arrangements for at least the near future. We hope to be able to fund
more loans ourselves at some point in the future, but may never be able to do so
on a significant scale. At most times, our debt under the line of credit is
approximately equal to the value of our mortgage loan assets. Therefore, such
mortgage assets would not be distributed to stockholders in the event of
liquidation, except to the extent that the market value of the assets exceeds
amounts due our creditors. The market value of the mortgage assets will
fluctuate as a result of market factors such as interest rates and prepayment
rates as well as the supply of, and demand for, such mortgage assets. In the
event of the bankruptcy of a counter-party with whom we have an agreement, we
might experience difficulty recovering our pledged mortgage assets, which may
adversely affect our operations and financial condition.


                                       28
<PAGE>

      We could be required to sell mortgage assets under adverse market
conditions. If we are not able to renew or replace credit facilities as they
come up for renewal, we could be required to sell mortgage assets under adverse
market conditions and, as a result, could incur permanent capital losses. A
sharp rise in interest rates or increasing market concern about the value or
liquidity of mortgage assets in which we have a significant investment will
reduce the market value of the mortgage assets, which would likely cause lenders
to require additional collateral. A number of such factors in combination may
cause difficulties for us including a possible liquidation of a major portion of
our mortgage assets at disadvantageous prices with consequent losses, which
would have a material adverse effect on our financial status and could render us
insolvent. Additionally, although we intend generally to sell our mortgage
assets within ninety days or less of generation or purchase because such assets
will be pledged under financing agreements, our ability to sell mortgage assets
to obtain cash will be greatly limited. Our inability to sell such assets could
have a material adverse effect on our operations and financial condition.

      We may need additional equity financing, which may or may not be
available, to expand our business and to reduce our interest costs. Our primary
operating cash requirement is the funding or payment of interest expense
incurred on borrowings. We also must fund general operating and administrative
expenses and from time to time capital expenditures. We currently fund these
cash requirements primarily through our lines of credit and the sale of loans.
Our current plan is to decrease our reliance on the lines of credit and increase
the volume of loan sales. Our ability to implement this business strategy will
depend upon our ability to increase stockholders' equity thereby establishing a
reserve, which may be used to fund loans. There can be no assurance that we will
be able to raise additional equity on favorable terms. We cannot presently
estimate the amount and timing of additional equity financing requirements
because such requirements are tied to, among other things, our growth. If we
were unable to raise such additional capital, our ability to expand and our
results of operations and financial condition could be adversely affected.

      Defaults in mortgage loans or characteristics of property securing the
mortgages may adversely affect our ability to sustain the volume of mortgages.
We fund mortgage loans by drawing on our line of credit, then as soon as
possible and typically within fifteen days, sell the loan in the secondary
market. We use the proceeds of the sale of a loan to repay the amount borrowed
to fund that loan. Thus, the composition of mortgage loans we hold changes from
day to day. There are also loans that for one reason or another we do not sell,
but hold. This is rare, but does happen from time to time. During the time we
hold any mortgage loans, we are subject to increased credit risks, including
risks of borrower defaults and bankruptcies and special hazard losses that are
not covered by standard hazard insurance, such as those occurring from
earthquakes or floods. In the event of a default on any mortgage loan we hold,
we will bear the risk of loss of principal to the extent that the value of the
secured property and any payments from an insurer or guarantor are less than the
amount owed on the mortgage loan and the costs of realizing on the collateral.
Any loans in default will also cease to be eligible collateral for our
borrowings, which means we will have to finance the loan out of other funds
until it is ultimately liquidated. Although we intend to establish reserves in
amounts we believe are adequate to cover these risks, there can be no assurance
that any such reserves will be sufficient to offset losses on mortgage loans in
the future. Even assuming that properties securing mortgage loans we hold
provide adequate security for such mortgage loans, there will likely be delays,
which could be substantial, in prosecuting foreclosures. State and local
statutes and rules may delay or prevent foreclosure on, or sale of, the
mortgaged property and may limit revenues in which case proceeds we receive may
not be sufficient to repay all amounts due on the related mortgage loan. Some
properties that collateralize our mortgage loans may have unique characteristics
or may be subject to seasonal factors that could materially prolong the time
period required to resell the property.


                                       29
<PAGE>

      Real estate is illiquid and its value is dependent on conditions beyond
our control. The fair market value of the real property underlying any mortgage
we acquire may decrease. The value is largely dependent on factors beyond our
control and may be affected by adverse changes in national or local economic
conditions. The value may also be affected by the need to comply with
environmental laws or the ongoing need for capital improvements, particularly in
older structures. National disasters could result in unusual loss, as could
adverse changes in zoning laws and other factors that are beyond our control.

      We are liable for representations and warranties made to purchasers and
insurers. In the ordinary course of business, we make representations and
warranties to the purchasers and insurers of mortgage loans and the related
mortgage servicing rights regarding compliance with laws, regulations and
program standards. In broker-generated loans, we generally receive similar
representations and warranties from the brokers from whom we purchase the loans.
If any of these representations and warranties is inaccurate, we may be required
to repurchase the corresponding mortgage loans and/or may be liable for damages.
Although we were not required to repurchase any loans during the last year, for
the two previous years, we were required to repurchase one loan each year. Prior
to that, we typically were required to repurchase two to three loans each year.
These loans averaged approximately $165,000. In some cases, a portion of the
costs of a repurchase are covered by our errors and omissions insurance. Some or
all of the costs are also often recovered upon the sale of the collateral for
the loan or by ultimate repayment. There can be no assurances that we will not
experience greater losses in the future.

      Mortgage loans are subject to significant government regulation. Federal,
state and local governmental authorities regulate our activities as a lender.
Our subsidiary, Ocean West Enterprises, is a licensed lender under the
California Department of Corporations Residential Mortgage Lenders Act and is
similarly licensed in the 35 states in which we do business. The Truth in
Lending Act, and Regulation Z promulgated there under, mandate that mortgage
lenders meet requirements designed to provide consumers with uniform,
understandable information on the terms and conditions of mortgage loans and
credit transactions. The Equal Credit Opportunity Act prohibits creditors from
discriminating against applicants on the basis of race, color, sex, age or
marital status, among other restrictions and requirements. In instances in which
the applicant is denied credit, or the rate or charge for a mortgage loan
increases as a result of information obtained from a consumer credit agency, the
Fair Credit Reporting Act of 1970 requires the lender to supply the applicant
with a name and address of the reporting agency. The Real Estate Settlement
Procedures Act and the Debt Collection Practices Act require us to file an
annual report with HUD. If we fail to comply with any of these regulations, we
could be prohibited from engaging in operations which would have a material
adverse effect on our results of operations and financial condition.


                                       30
<PAGE>

      Our business is concentrated in the California area. Based on the number
of loans funded, 50% of our mortgage loan originations and purchases are
typically secured by property in the California area. Although we are working to
diversify our holdings, there is no assurance that we will be successful in
entering any other markets. Even if we do expand to new markets, there is no
assurance that we will be able to generate revenues exceeding the costs
associated with activities in the new markets or that the business activity in
those new markets will match that achieved in the Southern California area.
Whether or not we enter into new geographic markets, general trends in the
economy and the real estate market in the California area will significantly
affect our results of operations and financial condition for the foreseeable
future.

      CDA controls the Company. Ocean West has four classes of stock authorized
in its Certificate of Incorporation and currently has three classes of voting
stock that are issued and outstanding. Although each holder of common shares,
Class B common shares and currently outstanding Preferred Shares is entitled to
one vote for each share of stock held, the holders of Class B common shares are
entitled to elect 75% of the members of the board of directors of Ocean West
which is presently one member out of two. Holders of common shares and currently
outstanding Preferred Shares, together with holders of Class D common shares and
any additional series of voting Preferred Shares which are created, are only
entitled to elect 25% of the members of the board of directors, presently one
member. Thus, holders of Class B common shares have the ability to control the
board of directors and, therefore, Ocean West. CDA owns 100% of the issued and
outstanding Class B common shares and will, therefore, control votes by holders
of Class B common shares. In addition, they own 84.3% of the issued and
outstanding common shares and will therefore also elect the remaining director
so long as they hold more than 50% of the number of issued and outstanding
common shares. On all matters other than the election of directors, CDA controls
85% of the issued and outstanding shares of voting stock of Ocean West and
therefore will control the Company.

      No payment of dividends on common shares is expected in the near future.
Ocean West recently became active and has not paid dividends. We have not
historically paid dividends to its common shareholders, although we have paid
dividends on outstanding preferred stock. Ocean West will be required to pay
dividends on all currently issued classes of Preferred Stock. Dividends on
Series C shares are 12% per annum or $12 per share and based on $100,000 in
investment total $12,000 per year. Dividends on Series E shares are 18% per
annum or $45 per share and based on $170,000 in investment total $30,600 per
year. Dividends on Series F shares are 14% per annum or $14 per share and based
on $105,000 in investment total $14,700 per year. Dividends on Series G shares
are 24% per annum or $24 per share and based on $200,000 in investment total
$48,000 per year. Dividends on Series I shares are 15% per annum or $15 per
share and based on $12,500 in investment total $1,875 per year. Dividends on
Series L shares are 12% per annum or $120 per share and based on $1,000,000 in
investment total $120,000 per year. Dividends on Series M shares were 12% per
annum or $120 per share and based on $500,000 in investment total $60,000 per
year. Dividends on all our Preferred Stock in the aggregate total $287,175
annually less $60,000 for the redemption of the Series M preferred, assuming no
changes in outstanding preferred stock. Ocean West has no present plans to
institute a policy of declaring dividends on any class other than Preferred
Shares. In the foreseeable future, our capital requirements will likely consume
all operating profits and other available cash. There is no guarantee that we
will pay dividends in the future or will pay dividends in excess of those owed
on the Preferred Shares.


                                       31
<PAGE>

      We have issued and may issue additional Preferred Shares which have
preferences over common shares. Our Certificate of Incorporation authorizes the
issuance of Preferred Shares with designations, rights and preferences as
determined from time to time by its Board of Directors. Currently, there are
5,855 Preferred Shares of Ocean West Holding Corporation, in six series
outstanding. Ocean West Enterprises, a wholly owned subsidiary of the holding
corporation, has 2,250 shares outstanding. The Board of Directors is empowered,
without shareholder approval, to issue additional series of Preferred Shares
with dividends, liquidation, conversion, voting or other rights that could
adversely affect the rights of the holders of common shares. The voting rights
of any Preferred Shares, however, are limited by the Certificate of
Incorporation and cannot exceed the voting rights of any common shares. The
issuance of preferred shares can be used as a method of discouraging, delaying
or preventing a change of control of Ocean West.

      We currently do not meet certain corporate governance requirements imposed
by the Sarbanes-Oxley Act and are not eligible to have our shares listed on
NASDAQ, AMEX or the NYSE. The Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act")
was signed into law by President Bush on July 30, 2002 in response to public
concerns regarding corporate accountability in connection with the recent
accounting scandals at Enron and WorldCom. The stated goals of the
Sarbanes-Oxley Act are to increase corporate responsibility, to provide for
enhanced penalties for accounting and auditing improprieties at publicly traded
companies and to protect investors by improving the accuracy and reliability of
corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act
generally applies to all companies, both U.S. and non-U.S., that file or are
required to file periodic reports with the Securities and Exchange Commission
("SEC"), under the Securities Exchange Act of 1934 ("Exchange Act"). The
Sarbanes-Oxley Act includes very specific additional disclosure requirements and
new corporate governance rules, requires the SEC and securities exchanges to
adopt extensive additional disclosure, corporate governance and other related
rules. Of the new requirements imposed by the Sarbanes-Oxley Act, among others,
we currently have no "independent directors" on our board of directors, no audit
committee, compensation committee nor nomination committee and we do not have
any independent "financial experts" on our board of directors. As a result, we
currently would not be eligible to have our shares listed on the NASDAQ, AMEX or
NYSE, even if we were to meet the other listing requirements of such
self-regulatory organizations. This may have the effect of depressing the
prevailing market price of our common shares on the OTC Bulletin Board.


                                       32
<PAGE>

      Future sales of shares by substantial shareholders may adversely affect
the price of shares. Pursuant to the Company's registration statement (file
number 333-86484) which became effective on August 12, 2002, currently there are
2,248,676 shares registered and available for public sale. The remaining
outstanding common shares, including the 210,096 Class B common shares, which
may be converted to common shares, numbering 3,547,524, are "restricted
securities" as defined in Rule 144 promulgated under the Securities Act of 1933.
The restricted shares constitute approximately 61% of the issued and outstanding
common shares including shares that would be issued upon conversion of the Class
B common shares. Sales of securities by affiliates of Ocean West may also be
subject to Rule 144 resale limitations. Rule 144 provides a safe harbor from
registration requirements for some sales of restricted securities or securities
held by affiliates. Currently, CDA holds all of the restricted common shares. In
general, under Rule 144, if adequate public information on Ocean West is
available, beginning ninety days after the date of this prospectus, a person who
has satisfied a one year holding period may sell, during any three month period,
up to 1% of the then outstanding common shares for companies listed on the OTC
Bulletin Board. Sales under Rule 144 are also subject to restrictions relating
to manner of sale and notice. Sales of restricted securities by a person who is
not an affiliate of Ocean West under the Securities Act and who has satisfied a
two year holding period may be made without regard to volume limitations, notice
or other requirements of Rule 144. Management is unable to predict the effect
that sales made pursuant to Rule 144 or other exemptions under the 1933 Act may
have on the prevailing market price of the registered common shares, or when
such sales may begin under Rule 144.


                                       33
<PAGE>

Item 7. Financial Statements.

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ocean West Holding
Corporation and Subsidiary
Tustin, California

      We have audited the consolidated balance sheet of Ocean West Holding
Corporation and Subsidiary (the "Company") as of September 30, 2004 and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the year ended September 30, 2004. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

      We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosure in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

      In our opinion, the consolidated financial statement referred to above
presently fairly, in all material respects, the financial position of Ocean West
Holding Corporation and Subsidiary as of September 30, 2004 and the results of
their operations and their cash flows for the year ended September 30, 2004, in
conformity with U.S. generally accepted accounting principles.

      The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has suffered recurring losses from
operations and has an accumulated deficit of $6,149,853 as of September 30,
2004, which raises substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.


/s/ Chavez and Koch CPA's.
CERTIFIED PUBLIC ACCOUNTANTS

Henderson, Nevada
January 12, 2005


                                       34
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Ocean West Holding
Corporation and Subsidiary
Tustin, California

      We have audited the consolidated balance sheet of Ocean West Holding
Corporation and Subsidiary (the "Company") as of September 30, 2003 and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the year ended September 30, 2003. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

      We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosure in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

      In our opinion, the consolidated financial statement referred to above
presently fairly, in all material respects, the financial position of Ocean West
Holding Corporation and Subsidiary as of September 30, 2003 and the results of
their operations and their cash flows for the year ended September 30, 2003, in
conformity with accounting principles generally accepted in the United States of
America.

      The accompanying consolidated financial statement has been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has suffered recurring losses from
operations, has an accumulated deficit and was not in compliance with certain
loan covenants under one of its warehouse lines of credit as of September 30,
2003, that raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.


/s/ Hein & Associates LLC.

Orange, California
December 30, 2003


                                       35
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                               September 30,      September 30,
                                                  2004               2003
                                               -----------        -----------
Current assets:
Cash and cash equivalents                      $   124,080        $   457,969
Restricted cash                                         --              3,010
Receivable from loans sold                       6,137,020          6,711,495
Mortgage loans held for sale                       357,006          1,427,818
Stock subscription receivable                    1,022,425                 --
Due from related party                                  --             45,000
Prepaid and other current assets                   268,748            984,319
                                               -----------        -----------

Total current assets                             7,909,279          9,629,611
                                               -----------        -----------

Property and equipment, net                        251,696            357,522
                                               -----------        -----------

Other assets:
Originated mortgage servicing rights                37,587             44,163
Loans held for investment                          327,700            480,300
Deposits                                            66,430             62,630
                                               -----------        -----------

Total other assets                                 431,717            587,093
                                               -----------        -----------

                                               $ 8,592,692        $10,574,226
                                               ===========        ===========

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       36
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                         September 30,      September 30,
                                                                             2004               2003
                                                                         ------------       ------------
<S>                                                                      <C>                <C>
Current liabilities:
Accounts payable and accrued expenses                                    $  1,239,735       $  1,487,333
Client trust payable                                                               --              3,010
Due to stockholder                                                             25,247             38,647
Current maturities of long-term debt                                          892,000            829,375
Current maturities of capital lease obligations                                50,672             63,022
Current maturities of notes payable - stockholders                                 --                 --
Warehouse lines of credit                                                   6,526,545          8,032,976
                                                                         ------------       ------------
Total current liabilities                                                   8,734,199         10,454,363

Long-term liabilities:
Long-term debt, less current maturities                                       542,250             85,000
Capital lease obligations, less current maturities                             12,440             53,181
Accrued expenses                                                                   --                 --
Amount due to related party                                                    15,000             15,000
Notes payable - stockholders, less current maturities                              --            230,000
                                                                         ------------       ------------
Total long-term liabilities                                                   569,690            383,181
                                                                         ------------       ------------
Total liabilities                                                           9,303,889         10,837,544

Stockholders' equity (deficit):
Preferred stock, $0.01 par value; 10,000,000 shares authorized:
Series C, 1,000 shares issued and outstanding                                 100,000            100,000
Series E, 680 shares issued and outstanding                                   170,000            170,000
Series F, 1,050 shares issued and outstanding                                 105,000            105,000
Series G, 2,000 shares issued and outstanding                                 200,000            200,000
Series I, 125 shares issued and outstanding                                    12,500             12,500
Series K, no shares issued and outstanding                                         --                 --
Series L, 1,000 shares issued and outstanding                               1,000,000          1,000,000
Series M, 5,000 shares authorized, 0 and 500 shares issued
and outstanding, respectively                                                      --                 --
Preferred stock, $1,000 par value; 50,000 shares authorized:
Series N, 2,250 shares issued and outstanding                               2,250,000                 --
Class B common stock; $0.01 par value, 5,000,000 authorized,
210,096 shares issued and outstanding                                           2,101              2,101
Class D common stock; $0.01 par value, 600,000
shares authorized, none issued and outstanding                                     --                 --
Common stock, $0.01 par value; 30,000,000 shares authorized;
5,586,104 and 5,585,104 shares issued and outstanding, respectively            55,861             55,851
Additional paid-in capital                                                  1,543,194          1,543,194
Accumulated deficit                                                        (6,149,853)        (3,451,974)
                                                                         ------------       ------------

Total stockholders' (deficit) equity                                         (711,197)          (263,318)
                                                                         ------------       ------------

                                                                         $  8,592,692       $ 10,574,226
                                                                         ============       ============
</TABLE>

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       37
<PAGE>

                         OCEAN WEST HOLDING CORPORATION
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                Year Ended        Year Ended
                                               September 30,     September 30,
                                                   2004               2003
                                               ------------       ------------
Revenues:

Revenues from origination and sale of
   mortgage loans and commissions, net         $  7,187,688       $ 13,156,597
                                               ------------       ------------

Operating expenses:
 Salaries and wages                               3,071,317          5,764,547
 Payroll taxes                                      591,241            885,945
 Other general and administrative
   expenses                                       5,905,989          5,971,636
 Depreciation and amortization                      140,062            194,383
                                               ------------       ------------
Total operating expenses                          9,708,609         12,816,511
                                               ------------       ------------

(Loss) income before provision for income
taxes                                            (2,520,921)           340,086
                                               ------------       ------------

Provision for income taxes                           23,950             18,203
                                               ------------       ------------

Net income (loss)                                (2,544,871)           321,883

Dividends on preferred shares                      (153,008)          (216,728)

Net (loss) income applicable to common
shareholders                                   $ (2,697,879)      $    105,155
                                               ============       ============

Net (loss) income applicable to common
shareholders per common share - basic and
diluted                                        $      (0.48)      $       0.02
                                               ============       ============

Weighted average number of common shares
outstanding - basic and diluted                   5,586,104          5,586,104
                                               ============       ============

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       38
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                                                Preferred Stock
                                                Series C                Series D               Series E               Series F
                                         Shares         Amount    Shares       Amount    Shares       Amount    Shares       Amount
                                         ---------------------    -------------------    -------------------    -------------------
<S>                                      <C>       <C>            <C>     <C>            <C>     <C>            <C>     <C>
                                         ---------------------    -------------------    -------------------    -------------------
Balance at October 1, 2002                1,000        100,000        --           --       680      170,000     1,050      105,000
Dividends on preferred stock
Redemption of Series M preferred stock
Exercise of warrant to common stock
Net Income for the year ended September
30, 2003
                                         ---------------------    -------------------    -------------------    -------------------
Balance at September 30, 2003             1,000        100,000        --           --       680      170,000     1,050      105,000
Dividends on preferred stock
Issuance of Series N Preferred Stcock
Net loss for the year ended September
30, 2004
                                         ---------------------    -------------------    -------------------    -------------------
Balance at September 30, 2004             1,000    $   100,000        --           --       680  $   170,000     1,050  $   105,000
                                         =====================    ===================    ===================    ===================
</TABLE>

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       39
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                                               Preferred Stock
                                               Series G                 Series I               Series K               Series L
                                         Shares         Amount    Shares       Amount    Shares       Amount    Shares       Amount
                                         ---------------------    -------------------    -------------------    -------------------
<S>                                      <C>       <C>            <C>      <C>           <C>      <C>           <C>     <C>
                                         ---------------------    -------------------    -------------------    -------------------
Balance at October 1, 2002                2,000        100,000       125       12,500        --           --     1,000    1,000,000
Dividends on preferred stock
Redemption of Series M preferred stock
Exercise of warrant to common stock
Net Income for the year ended September
30, 2003
                                         ---------------------    -------------------    -------------------    -------------------
Balance at September 30, 2003             2,000        100,000       125       12,500        --           --     1,000    1,000,000
Dividends on preferred stock
Issuance of Series N Preferred Stock
Net loss for the year ended September
30, 2004
                                         ---------------------    -------------------    -------------------    -------------------
Balance at September 30, 2004             2,000    $   100,000       125   $   12,500        --   $       --     1,000  $ 1,000,000
                                         =====================    ===================    ===================    ===================
</TABLE>

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       40
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                                                               Class B
                                                                                            Common Stock            Common Stock
                                               Series M                Series N             ------------            ------------
                                         Shares        Amount    Shares        Amount    Shares       Amount    Shares        Amount
                                         --------------------    --------------------    ------------------    ---------------------
<S>                                      <C>       <C>           <C>      <C>            <C>      <C>          <C>         <C>
                                         --------------------    --------------------    ------------------    ---------------------
Balance at October 1, 2002                  500             5        --            --    210,096      2,101    5,585,104      55,851
Dividends on preferred stock
Redemption of Series M Preferred           (500)           (5)
stock
Exercise of warrant to common stock                                                                                1,000          10
Net income for year ended
September 30, 2003
                                         -------------------------------------------------------------------------------------------
Balance at September 30, 2003                --    $       --        --   $        --    210,096      2,101    5,586,104      55,861
Dividends on preferred stock
Issuance of Series N Preferred stock
Net loss for the year ended September                             2,250     2,250,000
30, 2004
                                         -------------------------------------------------------------------------------------------
Balance at September 30, 2004                --    $       --     2,250   $ 2,250,000    210,096      2,101    5,586,104      55,861
                                         ===========================================================================================
</TABLE>

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       41
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                     Additional          Accumulated
                                                  paid-in capital          Deficit              Total
                                                     ----------          -----------          ---------
<S>                                                  <C>                 <C>                  <C>
Balance at October 1, 2002                            2,041,949           (3,557,129)           130,277
Dividends on preferred stock                                                (216,728)          (216,728)
Redemption of Series M Preferred Stock                 (499,995)                               (500,000)
Exercise of warrant to common stock                       1,240                                   1,250
Net income for year ended September 30, 2003                                 321,883            321,883
                                                     ----------          -----------          ---------
Balance at September 30, 2003                         1,543,194           (3,451,974)          (263,318)
Dividends on preferred stock                                                (153,008)          (153,008)
Issuance of Series N Preferred Stcock                                                         2,250,000
Net loss for the year ended September 30,
2004                                                                      (2,544,871)        (2,544,871)
                                                     ----------          -----------          ---------
Balance at September 30, 2004                        $1,543,194          $(6,149,853)         $(711,197)
                                                     ==========          ===========          =========
</TABLE>

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       42
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                                September 30,   September 30,
                                                                   2004             2003
                                                               -----------     ------------
<S>                                                            <C>             <C>
Cash flows provided by (used for)  operating activities:
  Net (loss) income                                            $(2,544,871)    $    321,883

Adjustments to reconcile net income (loss) to net cash
provided by (used for) operating activities:
Depreciation and amortization                                      140,062          194,383
Loss on sale of property                                                --           39,040
Reserve on loans held for investment                               152,600               --

Changes in operating assets and liabilities:
(Increase) decrease in assets:
Restricted cash                                                      3,010          113,467
Mortgage loans held for sale                                     1,070,812       12,607,709
Receivable from loans sold                                         574,475         (291,306)
(Issuance) collection of stock receivable                       (1,022,425)           4,605
Other current assets                                               760,571         (553,545)
Deposits                                                            (3,080)         (40,082)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses                             (248,317)        (266,460)
Client trust payable                                                (3,010)              --
                                                               -----------     ------------

  Net cash provided by (used for) operating activities          (1,120,173)      12,129,694
                                                               -----------     ------------

Cash flows used for investing activities:

Proceeds from the sale of property                                      --           26,104
Purchases of property and equipment                                (27,661)         (43,383)
                                                               -----------     ------------

  Net cash used for investing activities                           (27,661)         (17,279)
                                                               -----------     ------------

Cash flows (used for)  provided by financing activities:
Net (repayments) borrowings under warehouse lines of credit     (1,506,431)     (11,983,871)
Proceeds from notes payable and long-term debt                     289,875          915,888
Payments on notes payable and long-term debt                            --         (251,795)
Reclass to notes payable                                           230,000               --
Payments on capital lease obligations                              (53,091)        (108,297)
Payments to stockholder                                            (13,400)          38,647
Reclass on notes-payable-stockholder                              (230,000)        (237,402)
Proceeds from exercise of warrants                                      --            1,250
Proceeds from issuance of preferred stock                        2,250,000          500,000
Preferred stock dividends                                         (153,008)        (216,728)
                                                               -----------     ------------

  Net cash provided by (used for)  financing activities            813,945      (11,842,308)
                                                               -----------     ------------

Net (decrease) increase in cash and cash equivalents              (333,889)         270,107
Cash and cash equivalents, beginning of year                       457,969          187,862
                                                               -----------     ------------
Cash and cash equivalents, end of year                         $   124,080     $    457,969
                                                               ===========     ============
</TABLE>

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       43
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                         September 30,   September 30,
                                                             2004           2003
                                                         -----------    -----------
Supplemental disclosure of cash flow information:
<S>                                                      <C>            <C>
Interest paid                                            $   161,255    $   519,500
                                                         ===========    ===========

Income taxes paid                                        $     4,781    $       800
                                                         ===========    ===========
</TABLE>

Supplemental schedule of non cash investing and financing activities:

During the year ended September 30, 2004, the Company elected to reduce the
amount of loans from loans held for investment by $152,600, which represented
loans the Company felt were not collectible.

During the year ended September 30, 2004, the Company entered into a stock
subscription agreement to issue 2,250 shares of Series N preferred stock for a
total consideration of $2,250,000.

During the year ended September 30, 2004, the Company incurred capital lease
obligations of $17,749 for equipment.

During the year ended September 30, 2003, the Company incurred capital lease
obligations of $129,939 for equipment.

During the year ended September 30, 2003, the Company reclassified $480,300 of
loans from loan sale receivable to loans held for investment.

            See accompanying independent auditors' reports and notes
                     to consolidated financial statements.


                                       44
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(1)   Summary of Significant Accounting Policies:

      Basis of Presentation:

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

      Since inception through September 30, 2004, the Company has suffered
      recurring losses from operations; we have incurred aggregate net losses of
      $6,149,853. This circumstance raise substantial doubt about our ability to
      continue as a going concern, as described in the explanatory paragraph on
      our independent auditors' report on the September 30, 2004 consolidated
      financial statements, which are included with this annual report.

            Management believes that cash flows from operations will be
      sufficient to meet the Company's current liquidity and capital needs at
      least through fiscal 2005. The Company has previously aided its liquidity
      situation by the issuance of preferred stock of $2,250,000. However, in
      order to compensate for the reduction in loan volume due to the rising
      interest rate market that began in July 2003, the Company has reduced
      fixed overhead primarily through staff reductions. Management believes the
      Company can now meet its liquidity and capital needs at current production
      levels. However, management is currently exploring possible liquidity
      sources either through additional borrowings or potential capital partners
      to enable the Company to increase its loan production. The Company
      requires an average of approximately $50,000,000 in funded loan volume in
      order to meet its liquidity needs, based off of historical production
      levels. There are many factors and conditions that influence the total
      required production levels needed including but not limited to product
      mix, profit margins and percentage of bank production, as well as managing
      operating expenses. Subsequent to the filing of this 10-KSBA, the
      Company's funded volume for the period ending December 31, 2004 and March
      31, 2005 were $75,000,000 and $52,000,000, respectively. As of May 23,
      2006, the Company transferred its operations from Ocean West Holding
      Corporation to Ocean West Enterprises, a privately held California based
      Company. The reporting entity, Ocean West Holding Corporation acquired on
      June 6, 2005 as reported in its 10-QSB, for the period ended June 30, 2005
      and is in the business of the business of providing users of handheld
      cellular devices with access to information regardless of location through
      its AskMeNow (TM) service.

      Nature of Business:

      OWE, a California C corporation, was incorporated in November 1988 in the
      State of California for the purpose of engaging in mortgage banking
      activities. OWE is involved in the process of originating, packaging, and
      funding of HUD and other government-insured loans and
      non-government-insured loans in the United States. HUD-insured loans
      comprised 3.6% and 9.2%, of total loans originated by the


                                       45
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(1)   Summary of Significant Accounting Policies (continued):

      Company during the year ended September 30, 2004 and the year ended
      September 30, 2003. Certain of the non-government-insured loans are sold
      "servicing retained" whereby the Company receives a fee for servicing the
      loans. Based on number of loans funded, 50.2% of our mortgage loan
      orginations and purchases are typically secured by property in the
      California area.

      OWHC and OWE are collectively referred to as the "Company."

      Principles of Consolidation:

      The consolidated financial statements include the accounts of OWHC and its
      wholly owned subsidiary, OWE. All significant intercompany accounts and
      transactions have been eliminated in consolidation.

      Risks and Uncertainties:

      The Company originates HUD and other government-insured loans in the
      United States, generating revenue from the origination, sale, and
      servicing of these loans. Significant changes in interest rates or the
      underlying economic condition of the United States or any specific region
      of the United States real estate market could have a materially adverse
      impact on the Company's operations.

      Use of Estimates:

      The preparation of financial statements in conformity with generally
      accepted accounting principles 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 reported periods. Significant estimates made by the Company's
      management include, but are not limited to, the realizability of mortgage
      loans held for sale, mortgage servicing rights and property held for sale,
      the collectibility of notes receivable, and the recoverability of property
      and equipment through future operating profits. Actual results could
      materially differ from those estimates.

      Concentration of Credit Risk:

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

      For the year ended September 30, 2004 and the year ended September 30,
      2003; four buyers purchased 25%, 23%, 20% and 10% (September 30, 2004),
      four buyers purchased 27%, 15 %, 11% and 10%, (September 30, 2003), of
      loans funded.


                                       46
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(1)   Summary of Significant Accounting Policies (continued):

      Cash and Cash Equivalents:

      For the purpose of the statement of cash flows, the Company considers all
      highly liquid holdings with maturities of three months or less at the time
      of purchase to be cash equivalents.

      Restricted Cash:

      Restricted cash represents amounts deposited in escrow for the Company to
      pay expenses for the benefit of a borrower who advanced funds to the
      Company.

      Mortgage Loans Held for Sale:

      Mortgage loans held for sale to investors are stated at the lower of cost
      or market value computed on the aggregate method by residential loan type
      (unrealized losses are offset by unrealized gains) and are evaluated at
      the end of each year, and are determined by outstanding commitments from
      investors or current investor yield requirements. The amount by which cost
      exceeds market value is accounted for as a valuation allowance and any
      changes in the valuation allowance are included in the determination of
      net income. As of September 30, 2004 and September 30, 2003, there was no
      valuation allowance required as cost was estimated not to exceed market
      value. A substantial portion of loans was sold to investors within 30 days
      subsequent to September 30, 2004 and September 30, 2003. Loans are
      analyzed on a quarterly basis as to their collectibiltiy from the
      guidelines imposed by each lending facility. For the year ended September
      30, 2004 there was no impairment valuation recorded, however during the
      quarter ended June 30, 2004, one loan totalling $152,600 as part of loans
      held for investment was classified as impaired as loans held for
      investment and revenue was reduced by $152,600. See footnote (4) of the
      notes to consolidated financial statements, herein.

      Property and Equipment:

      Property and equipment are stated at cost, less accumulated depreciation.
      Depreciation is recorded using the straight-line method over the estimated
      useful lives of the related assets, ranging from three to thirty years.
      Depreciation expense related to property and equipment was $133,487 and
      $187,894 for the year ended September 30, 2004 and the year ended
      September 30, 2003. Maintenance and repairs are charged to operations when
      incurred. Major betterments and renewals are capitalized. Gains or losses
      are recognized upon sale or disposition of assets.

      Long-Lived Assets:

      The Company accounts for its long-lived assets in accordance with SFAS No.
      144, "Accounting For The Impairment or Disposal of Long-Lived Assets"
      which requires that long-lived assets and certain identifiable intangibles
      to be held and used by any entity be reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset may not be recoverable. Pursuant to SFAS 144, management of the
      Company assesses the recoverability of property and


                                       47
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(1)   Summary of Significant Accounting Policies (continued):

      equipment by determining whether the depreciation of such assets over
      their remaining lives can be recovered through projected undiscounted cash
      flows. The amount of impairment, if any, is measured based on fair value
      (projected discounted cash flows) and is charged to operations in the
      period in which such impairment is determined by management. To date,
      management has not identified any impairment of property and equipment.
      There can be no assurance, however, that market conditions or demands for
      the Company's services will not change which could result in future
      long-lived asset impairment.

      Mortgage Servicing:

            The Company recognizes as separate assets or liabilities the
      obligation to service mortgage loans for others, through loan origination,
      by allocating total costs incurred between the loan and the servicing
      rights retained based on their relative fair values. Amortization of
      mortgage service assets or rights ("MSRs") is based on the ratio of net
      servicing income received in the current period to total net servicing
      income projected to be realized from the MSRs. Amortization of mortgage
      service liabilities ("MSLs") is based on the ratio of net servicing costs
      paid in the current period to total net servicing costs projected to be
      paid from the MSL. Projected net servicing income is in turn determined by
      the estimated future balance of the underlying mortgage loan portfolio,
      which declines over time from prepayments and scheduled loan amortization.
      The Company estimates future prepayment rates based on current interest
      rate levels, other economic conditions and market forecasts, as well as
      relevant characteristics of the servicing portfolio, such as loan types,
      interest rate stratification and recent prepayment experience. MSRs are
      periodically evaluated for impairment, which is recognized in the
      statement of operations during the applicable period through additions to
      an impairment reserve. For purposes of performing its impairment
      evaluation, the Company stratifies its servicing portfolio on the basis of
      certain risk characteristics including loan type and interest rate. The
      Company has determined that no impairment allowance is needed as of
      September 30, 2004 and September 30, 2003.

      For the year ended September 30, 2003, $13,259 were capitalized as
      mortgage servicing rights. No mortgage servicing rights were capitalized
      during the the year ended September 30, 2004. Amortization expense related
      to mortgage servicing rights for the years ended September 30, 2004 and
      Serptember 30, 2003, was $6,576 and $6,489, respectively.

      Revenue and Cost Recognition:

      Revenue from the sale of loans is recognized at the time the loans are
      sold or when the Company has shipped the loan file to independent
      investors consistent with the criteria established in SFAS No. 140,
      "Accounting for Transfers and Servicing of Financial Assets and
      Extinguishments of Liabilities." At this point, all of the services
      required to be performed for such revenues have been completed. Loan
      origination costs and incremental direct costs are deferred and recognized
      over the term of the loan as an adjustment of the loan yield until the
      loan is sold. Incremental direct costs include credit reports, appraisal
      fees, document preparation fees, wire fees, tax and filing fees, funding
      fees and commissions. When the loan is sold and service is released, the
      unamortized loan origination costs and incremental direct selling costs
      are netted against the revenue and recorded to the statement of
      operations. Revenue


                                       48
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(1)   Summary of Significant Accounting Policies (continued):

      from the servicing of loans is recognized as earned. The Company was not
      required to repurchase any loans for the fiscal period ended September 30,
      2004. management preforms a quality control review of each file before
      funding the loan to ensure that the loan met investor guidelines for
      purchase. Additionallly, all loans were reveiwed by the purchasing
      investor prior to purchase to verify program eligibility.

      Basic and Diluted Loss Per Share:

      In accordance with SFAS No. 128, "Earnings Per Share," the basic loss per
      common share is computed by dividing net loss available to common
      stockholders after reducing net income by preferred stock dividend, by the
      weighted average common shares outstanding during the period. Diluted
      earnings per share reflect per share amounts that would have resulted if
      diluted potential common stock had been converted to common stock. Common
      stock equivalents, which consist of 3,000,000 shares of warrants, have not
      been included in the earnings per share computation for the six months
      ended September 30, 2002, as the amounts are anti-dilutive. There were no
      anti-dilutive securities at September 30, 2004 or September 30, 2003.

      Advertising:

      The Company expenses advertising costs as incurred. The advertising costs
      for the year ended September 30, 2004 and the year ended September 30,
      2003 were $922,624 and $1,123,178, respectively.

      Income Taxes:

      The Company accounts for income taxes under SFAS No. 109, "Accounting for
      Income Taxes." Under the asset and liability method of 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 the enactment occurs. A
      valuation allowance is provided for certain deferred tax assets if it is
      more likely than not that the Company will not realize tax assets through
      future operations.

      Fair Value of Financial Instruments:

      The Company has adopted SFAS No. 107, "Disclosures About Fair Value of
      Financial Instruments." SFAS No. 107 requires disclosure of fair value
      information about financial instruments when it is practicable to estimate
      that value. For certain of the Company's financial instruments including
      cash, receivables, and accounts payable and accrued expenses, the carrying
      amounts approximate fair value due to their short maturities. The amounts
      shown for notes payable also approximate fair value because current
      interest rates and terms offered to the Company for similar debt are
      substantially the same.


                                       49
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      New Accounting Pronouncements:

      In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
      Associated with Exit or Disposal Activities." This statement nullifies
      EITF Issue No. 94-3, "Liability Recognition for Certain Employee
      Termination Benefits and Other Costs to Exit an Activity (including
      Certain Costs Incurred in a Restructuring)." Statement No. 146 is
      different from EITF Issue No. 94-3 in that Statement No. 146 requires that
      a liability be recognized for a cost associated with an exit or disposal
      activity only when the liability is incurred, that is when it meets the
      definition of a liability in the FASB's conceptual framework. Statement
      No. 146 also establishes fair value as the objective for initial
      measurement of liabilities related to exit or disposal activities. In
      contrast, under EITF Issue 94-3, a company recognized a liability for an
      exit cost when it committed to an exit plan. Statement No. 146 is
      effective for exit or disposal activities that are initiated after
      December 31, 2002. The adoption of Statement No. 146 can be expected to
      impact the timing of liability recognition associated with any future exit
      activities.

      In November 2002, the FASB issued FASB Interpretation No. 45 (FIN45),
      "Guarantor's Accounting and Disclosure Requirements for Guarantees,
      Including Indirect Guarantees of Indebtedness to Others." This
      interpretation elaborates on the disclosures to be made by a guarantor in
      interim and annual financial statements about its obligations under
      guarantees issued. FIN 45 also clarifies that a guarantor is required to
      recognize, at inception of a guarantee, a liability for the fair value of
      the obligation undertaken. The Company was required to adopt FIN 45 on
      December 31, 2002. The adoption of FIN 45 did not have a material effect
      on the Company's financial position or results of operations.

      In May 2003, the FASB issued SFAS 150, "Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity,"
      effective for financial instruments entered into or modified after May 31,
      2003, and otherwise is effective at the beginning of the first interim
      period beginning after June 15, 2003. This statement establishes standards
      for how an issuer classifies and measures certain financial instruments
      with characteristics of both liabilities and equity. It requires that an
      issuer classify a freestanding financial instrument that is within its
      scope as a liability (or an asset in some circumstances). The adoption of
      SFAS 150 will not have an impact on the Company's consolidated financial
      position, results of operations or cash flows.

      Reclassifications:

      Certain prior year balances have been reclassified to conform with current
      year presentation. Such classifications had no effect on net income.

(2)   Property and Equipment:

      A summary is as follows:                       September 30, September 30,
                                                        2004           2003
                                                     ----------     ----------
      Office equipment and leasehold improvements    $  484,377     $  474,565
      Property under capital lease (Note 6)             628,517        610,768
      Furniture and fixtures                            140,552        140,552
      Automobiles                                        12,000         12,000
                                                     ----------     ----------
                                                      1,265,446      1,237,785


                                       50
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(2)   Property and Equipment (continued):

      Less accumulated depreciation
      and amortization                         (1,013,750)       (880,263)
                                              -----------       ---------

                                              $   251,696       $ 357,522
                                              ===========       =========

(3)   Originated Mortgaging Servicing Rights:

      A summary is as follows:               September 30,     September 30,
                                                  2004             2003
                                              -----------       ---------
      Balance, beginning of period            $    44,163       $  37,393
      Additions, net                                   --          13,259
      Amortization                                 (6,576)         (6,489)
                                              -----------       ---------

      Balance, end of period                  $    37,587       $  44,163
                                              ===========       =========

      The estimated fair market value of mortgage servicing rights approximated
      their respective book values as of September 30, 2004 and September 30,
      2003. The fair market value was determined by discounting estimated net
      future cash flows from loan servicing using discount and repayment rates
      that approximate current market rates.

(4)   Loans Held for Investment:

            During the last quarter ended September 30, 2003, three loans
      totaling $480,300 were reclassified from Mortgage Loans Held for Sale to
      Loans Held for Investment. The loans were re-classed to long term because
      the Company was unable to sell them in the short term and it was felt that
      if the Company could hold them long enough to build a repayment history
      they would be more marketable. For the quarter ended, June 30, 2004, one
      loan in the amount of $152,600 was recorded as impaired, as the Company
      reduced Loans Held for Investment and Revenues for such impairment. The
      balance of $327,700 of Loans Held for Investment is comprised of two
      remaining loans.

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

      SFAS 114 addresses the accounting by creditors for impairment of certain
      loans and requires that impaired loans be measured based on the present
      value of expected future cash flows discounted at the loan's effective
      interest rate or, as a practical expedient, at the loan's observable
      market price or the fair value of the collateral if the loan is collateral
      dependent. The Company considers a loan to be impaired when, based on
      current information and events, it is probable that the Company will be
      unable to collect all amounts due according to the contractual terms of
      the loan agreement. SFAS 114 amends FASB Statement No. 5, Accounting for
      Contingencies, to clarify that a creditor should evaluate the
      collectibility of both contractual interest and contractual principal of
      all receivables when assessing the


                                       51
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(4)   Loans Held for Investment (continued):

      need for a loss accrual. As required by SFAS 114, the Company applies its
      normal loan review procedures in making that judgment. Pursuant to SFAS
      118, the Company uses existing methods for recognizing interest income on
      impaired loans.

(5)   Stock Subscription Receivable:

            During the year ended September 30, 2004, the Ocean West Enterprises
      entered into an agreement to sell 2,250 shares of Series N preferred stock
      for a consideration of $2,250,000 to CDA, the Company's largest
      shareholder of approximately 84.9% of the company's outstanding common
      stock. At September 30, 2004 there was a stock subscription receivable of
      $1,022,425 which has subsequently been paid in full on January 12, 2005,
      prior to the issuance of this report.

      During the period ended September 30, 2002, the Company entered into an
      agreement to sell 500 shares of Series M preferred stock for $500,000. The
      funds were received in October 2002. During the last two quarters of the
      year ended September 30, 2003 the Company redeemded all of the 500 shares
      of Series M preferred for $500,000.

(6)   Warehouse Lines of Credit:

            At September 30, 2002, the Company had a $15,000,000 mortgage loan
      purchasing warehouse line with First Collateral Services, collateralized
      by the related mortgage loans receivable with a carrying value of
      $18,927,137 at September 30, 2002. Interest was due monthly at the bank
      reference rate plus an established percentage (totaling 4.3% at September
      30, 2002). At September 30, 2002, the outstanding balance under the
      warehouse line of credit was $18,226,626. First Collateral ceased
      providing Ocean West funds under the line effective April 30, 2003. The
      remaining balance on the line ($470,758 at September 30, 2004) is being
      paid off as the loans securing the line are sold.

      The Company has an $8,000,000 mortgage loan purchasing warehouse line of
      credit with Provident Consumer Financial Services, collateralized by the
      related mortgage loans receivable with a carrying value of $5,718,473 at
      September 30, 2004. Interest is due monthly at the bank reference rate
      plus an established percentage (totaling 6.93% at September 30, 2004). At
      September 30, 2004 the outstanding balance under the warehouse line of
      credit was $5,656,668.

      The Company has another $5,000,000 mortgage loan purchasing warehouse line
      of credit, collateralized by the related mortgage loans receivable with a
      carrying value of $404,892 and $734,177 as of September 30, 2004 and 2003,
      respectively. The line of credit is personally guaranteed by Marshall L.
      Stewart and Daryl S. Meddings, officers of the Company. Interest is due
      monthly at prime plus an established percentage ranging from 3.0% to 4.5%,
      respectively. Each advance is to be repaid within 45 days of the advance.
      At September 30, 2004 and 2003 the outstanding balance under this
      warehouse line of credit was $399,119 and $712,950, respectively.


                                       52
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      The warehouse line of credit has restrictions as to the types of loans
      (and the maximum amounts per individual loans) for which said line can be
      used. Furthermore, the line can only be used to fund 98% of loan amounts,
      as defined; the remaining 2% must be funded by the Company utilizing its
      own cash resources.

      The warehouse line of credit agreement contains restrictive covenants
      relating to net worth, tangible net worth, and various ratios, as defined.
      The Company is currently in compliance with such covenants. For the year
      ended September 30, 2003 violations of the restrictive covenants have been
      waived by the lender, which did continue to provide financing. At the end
      of each quarterly reporting period, the lender reviews the operating
      results of the Company prior to waiving the covenant violations.

      Interest expense incurred under the warehouse lines of credit was $14,181
      and $437,606 for the years ended September 30, 2004 and 2003,
      respectively, and is included in revenue from origination and sale of
      mortgage loans and commisions, net on the statement of operations.

(7)   Long-Term Debt and Capital Lease Obligations:

      Long-Term Debt

      A summary of long-term debt is as follows:

                                                    September 30,  September 30,
                                                         2004           2003
                                                    -------------  -------------
      Note payable to a related party,
      originally bearing interest at 15% per
      annum, payable in monthly interest
      installments with all unpaid principal and
      interest due March 1, 2007.  At September
      30, 2002, the interest rate was reduced to
      12%.                                             $35,000        $35,000

      Note payable to a related party,
      originally bearing interest at 24% per
      annum, payable in monthly interest
      installments with all unpaid principal and
      interest due March 1, 2007.  At September
      30, 2002, the interest rate was reduced to
      12%.                                              50,000         50,000

      Note payable to finance company for
      insurance, bearing interest at 7.75%,
      payments of $6,171 are due monthly,
      including interest through February 2004.            -0-         24,375

      Note payable to bank bearing interest at
      4.5% due November 7, 2003.  Secured by
      certificate of deposit. (A)                       92,000         75,000

      Note payable to an individual, bearing
      interest at 12% per annum, payable in
      monthly interest installments with all
      unpaid principal and interest due December
      1, 2003. (A)                                     280,000        280,000

      Note payable to an individual, bearing
      interest at 12% per annum, payable in
      monthly interest installments with all
      unpaid principal and interest due March 1,
      2004.                                            200,000        200,000


                                       53
      <PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

                                                   September 30,   September 30,
                                                        2004            2003
                                                   -------------   -------------
      Note payable to an individual, bearing
      interest at 12% per annum, payable in
      monthly interest installments with all
      unpaid principal and interest due November
      1, 2003. (A)                                    250,000         250,000

      Note payable to an individual, bearing
      interest at 10% per annum, payable in
      monthly interest and principal
      installments of $2,193.93 with all unpaid
      principal and interest due December 31,
      2019.                                           149,090              --

      Note payable to former stockholder,
      bearing interest at 13% per annum payable
      in monthly interest installments with all
      unpaid principal and interest due June 30,
      2008.                                        $   45,000              --

      Note payable to former stockholder,
      bearing interest at 14% per annum payable
      in monthly payments of $2,203 including
      principal and interest; with all unpaid
      principal and interest due April 1, 2017.       249,232              --

      Note payable to Indy Mac, bearing interest
      at 0% per annum payable in monthly
      payments of $12,500 with all unpaid
      principal due October, 2005                     163,928              --

                                                    1,434,250         914,375

      Less current maturities                        (892,000)       (829,375)
                                                   ----------       ---------
                                                   $  542,250       $  85,000
                                                   ==========       =========

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

      The following table summarizes the aggregate maturities of long-term debt:

           Years ending
           September 30,
            2005                             $  892,000
            2006                                    848
            2007                                 86,128
            2008                                  1,369
            2009                                 46,573
            Thereafter                          407,332
                                             ----------

                                             $1,434,250
                                             ==========

      Interest expense incurred under long-term debt obligations amounted to
      $25,374 and $37,647, for the year ended September 30, 2004 and the year
      ended September 30, 2003.


                                       54
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      Interest expense incurred under related party debt obligations amounted to
      $0 and $11,628, for the year ended September 30, 2004 and the year ended
      September 30, 2003.

      Capital Leases

      The Company leases certain equipment under capital leases, which expire
      through 2006, with effective interest rates ranging from 14% to 18.37%.
      These leases are secured by related equipment costing $628,517 (see Note
      2). The assets are depreciated over their estimated useful lives.
      Depreciation of the assets of $124,734 and $121,184 was included in
      depreciation and amortization for the year ended September 30, 2004, the
      year ended September 30, 2003, respectively. Accumulated depreciation of
      the assets of $528,892 and $404,158 is included in accumulated
      depreciation and amortization in the accompanying balance sheets at
      September 30, 2004 and September 30, 2003, respectively.

      The following is a schedule by years of future minimum lease payments
      required under the capital lease together with the present value of the
      net minimum lease payments:

            Years ending September 30,
               2005                                        $ 54,899
               2006                                          15,534
                                                           --------
            Total minimum lease payments                     70,433
            Less amount representing interest                 7,320
                                                           --------

            Present value of net minimum lease payments      63,113
            Less current maturities                          50,672
                                                           --------

                                                           $ 12,441
                                                           ========

      Interest expense incurred under capital lease obligations amounted to
      $16,546 and $11,961 for the year ended September 30, 2004 and the year
      ended September 30, 2003, respectively.

(8)   Notes Payable - Stockholders:

                                                    September 30,  September 30,
                                                         2004          2003
                                                       --------      --------
      Note payable to stockholder, bearing interest
      at 13% per annum payable in monthly interest
      installments with all unpaid principal and
      interest due June 30, 2008                       $     --      $  45,000

      Note payable to stockholder, bearing interest
      at 14% per annum payable in monthly payments
      of $2,203 including principal and interest;
      with all unpaid principal and interest due
      April 1, 2017                                          --        185,000
                                                       --------      ---------

                                                             --        230,000
                                                       --------      ---------
      Less current maturities                                --             --
                                                       --------      ---------
                                                       $     --      $ 230,000
                                                       ========      =========


                                       55
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      The Company reclassed this obligation to notes payable, since the
      individuals are no longer shareholders.

(9)   Commitments and Contingencies:

      Operating Leases

      The Company leases its facilities and certain equipment under
      noncancellable operating leases that expire through the year 2008. These
      agreements generally provide that the Company pay operating costs such as
      taxes, insurance, and maintenance.

      Future annual minimum payments under operating leases are as follows:

              Years ending September 30,
                 2005                           $   456,738
                 2006                               436,162
                 2007                               431,664
                 2008                                71,944
                                                -----------
                                                $ 1,396,578
                                                ===========

      Rental expense under operating leases for the year ended September 30,
      2004 and the year ended September 30, 2003 was $913,152 and $922,410,
      respectively.

      Litigation

      In the normal course of business, the Company is involved in various legal
      actions. It is the opinion of management that none of these legal actions
      will have a material effect on the financial position or results of
      operations of the Company.

      Consulting Agreements

      As part of the Series D preferred stock purchase agreement (see Notes 9
      and 14), the Company entered into a financial consulting agreement whereby
      the Series D preferred stockholder is entitled to consulting fees of
      $6,000 per month. The agreement expires upon the redemption of the Series
      D preferred stock. Consulting fees charged to operations totaled $5,000
      for the year ended September 30, 2004 and $5,000 for the year ended
      September 30, 2003.


                                       56
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(9)   Commitments and Contingencies (continued):

      Employment Agreements

      On September 1, 2004, the Company entered into employment agreements with
      its President/CEO and its Executive Vice President (collectively, the
      "Employees"). These agreements provide for an annual base salary of not
      less than $180,000 each for a three-year term plus certain additional
      benefits. Also, the agreements call for Executive will receive additional
      compensation in the form of shares of common stock of CDA based on OWE's
      financial performance during the three year period commencing on the date
      of this Agreement (the "Performance Period"). The Performance Period will
      not start until the warehouse line capacity of OWE reaches $40 million.

      No amounts are accrued for the deferred compensation as the Company has
      had no pre-tax profits.

(10)  Preferred Stock:

      In 2002, concurrent with the acquisition between OWHC and OWE, 10,000,000
      shares of preferred stock were authorized. The Company may divide the
      preferred stock into any number of series and the Board of Directors shall
      fix the designation and number of shares of each series. The Company
      established the same series as was outstanding at the time of acquisition.
      All conversions of preferred shares to common shares were calculated by
      dividing the value of the preferred shares by five and multiplying by
      four. The conversion feature of the preferred shares was granted pursuant
      to the plan of reorganization between Ocean West Holding Corporation and
      Ocean West Enterprises, dated March 11, 2002. Currently, the remaining
      shares of preferred are not convertible.

      Currently, the Company has established the following series of preferred
      stock.

      Preferred Stock, Series C

      In 1993, the Board of Directors authorized the issuance of up to 1,000
      shares of Series C preferred stock at $100 per share. At September 30,
      2003, September 30, 2002 and March 31, 2002, 1,000 shares of the Series C
      preferred stock were outstanding. The Series C preferred stock is
      non-voting and is redeemable by the Company. The redemption price will
      include an annual rate of return of 12% on the original issuance price.
      The Series C preferred stock shall have a preference over the common stock
      of the Company. The Company has been paying a monthly dividend at an
      annual rate of 12% in lieu of the increased redemption price. Dividends of
      $12,000 were declared and paid for the year ended September 30, 2004 and
      for the year ended September 30, 2003.

      Preferred Stock, Series D

      In 1997, the Board of Directors authorized the issuance of up to 1,500
      shares of Series D preferred stock at $400 per share. During March 2002,
      all of the outstanding shares (1,500) were converted into 480,000 common
      shares. The Series D preferred stock is voting and is redeemable by the
      Company.


                                       57
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      Preferred Stock, Series D (continued)

      The Series D preferred stock shall have a preference in liquidation over
      the common stock of theCompany but shall be subject to the preference in
      liquidation of the Series C preferred stock. The Series D preferred stock
      entitles the holder to receive, on a cumulative basis, dividends at an
      annual rate of 3%, payable on a monthly basis. In connection with the
      original purchase of the Series D preferred stock, the Company entered
      into a financial consulting agreement whereby the Series D preferred
      stockholder was entitled to $6,000 per month until such time that the
      Series D preferred stock was redeemed by the Company. Redemption took
      place during fiscal year ended March 31, 2002.

      Preferred Stock, Series E

      In 1997, the Board of Directors authorized the issuance of up to 1,200
      shares of Series E preferred stock at $250 per share. During March 2002,
      520 of the outstanding Series E preferred shares were converted into
      104,000 common shares. At September 30, 2004 and September 30, 2003, 680
      shares, of Series E preferred stock were outstanding. The Series E
      preferred stock is non-voting and is redeemable at the Company's option.
      The redemption price shall equal the issuance price. The Series E
      preferred stock shall have a preference in liquidation over the common
      stock of the Company but shall be subject to the preference in liquidation
      of the Series C and D preferred stock. The Series E preferred stock
      entitles the holder to receive, on a cumulative basis, dividends at an
      annual rate of $45 per share, payable on a monthly basis. Dividends of
      $84,100 and $30,600 were paid for the years ended September 30, 2004 and
      September 30, 2003, respectively.

      Preferred Stock, Series F

      In 1998, the Board of Directors authorized the issuance of up to 1,250
      shares of Series F preferred stock at $100 per share. During March 2002,
      200 of the outstanding Series F preferred shares were converted to 16,000
      common shares. At September 30, 2004 and September 30, 2003, 1,050 shares
      of Series F preferred stock were outstanding. The Series F preferred stock
      is voting and is redeemable at the Company's option. The redemption price
      shall equal the issuance price. The Series F preferred stock shall have a
      preference in liquidation over the common stock of the Company but shall
      be subject to the preference in liquidation of the Series C, D, and E
      preferred stock. The Series F preferred stock entitles the holder to
      receive, on a cumulative basis, dividends at an annual rate of $14 per
      share, payable on a monthly basis. Dividends of $14,700 and $14,700 were
      declared and paid for the years ended September 30, 2004 and September 30,
      2003, respectively.

      Preferred Stock, Series G

      In 1999, the Board of Directors authorized the issuance of up to 2,000
      shares of Series Gpreferred stock at $100 per share. At September 30,
      2003, 2,000 shares of Series G preferred stock were outstanding. The
      Series G preferred stock is voting and is redeemable at the Company's
      option The redemption price shall equal the issuance price plus any unpaid
      dividends. The Series G preferred stock shall have a preference in
      liquidation over the common stock of the Company but shall be subject to
      the preference in liquidation of the Series C, D, E, and F preferred
      stock. The Series G preferred stock entitles the holder to receive, on a
      cumulative basis, dividends at an annual rate of $24 per share, payable on
      a


                                       58
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      Preferred Stock, Series G (continued)

      monthly basis. Dividends of $28,333 were declared and paid for the year
      ended September 30, 2004. Dividends of $50,000 were declared and paid for
      the year ended September 30, 2003.

      Preferred Stock, Series I

      In 1999, the Board of Directors authorized the issuance of up to 550
      shares of Series I preferred stock at $100 per share. During March 2002,
      425 shares of Series I preferred stock were converted into 34,000 shares
      of common stock. At September 30, 2004 and September 30, 2003, 125 shares
      of Series I preferred stock were outstanding. The Series I preferred stock
      is voting and is redeemable at the Company's option. The redemption price
      shall equal the issuance price plus any unpaid dividends. The Series I
      preferred stock shall have a preference in liquidation over the common
      stock of the Company but shall be subject to the preference in liquidation
      of the Series C, D, E, F and G preferred stock. The Series I preferred
      stock entitles the holder to receive, on a cumulative basis, dividends at
      an annual rate of $15 per share, payable on a monthly basis. Dividends of
      $1,875 were declared and paid for the year ended September 30, 2004,
      $1,875 were declared and paid for the year ended September 30, 2003

      Preferred Stock, Series K

      In 1999, the Board of Directors authorized the issuance of up to 1,000
      shares of Series K preferred stock at $120 per share. During March 2002,
      all 1,000 shares outstanding were converted into 96,000 common shares. The
      Series K preferred stock is voting and is redeemable at the Company's
      option. The redemption price shall equal the issuance price plus any
      unpaid dividends. The Series K preferred stock shall have a preference in
      liquidation over the common stock of the Company but shall be subject to
      the preference in liquidation of the Series C, D, E, F, G, and I preferred
      stock. The Series K preferred stock entitles the holder to receive, on a
      cumulative basis, dividends at an annual rate of 5%, payable on a monthly
      basis. The Company declared and paid dividends of $3,000 for the year
      ended March 31, 2002.

      Preferred Stock, Series L

      In 1999, the Board of Directors authorized the issuance of up to 1,000
      shares of Series L preferred stock at $1,000 per share. During the fiscal
      year ended March 31, 2002, 55 shares of Series L preferred stock were
      converted into 44,000 shares of common stock. Also during fiscal year
      ended March 31, 2002, the Company sold 300 shares of series L preferred
      stock for $300,000 and redeemed 126 shares for $125,500. At September 30,
      2004 and September 30, 2003, 1,000 shares of Series L preferred stock were
      outstanding. The Series L preferred stock is voting and is redeemable at
      the Company's option. The redemption price shall equal the issuance price
      plus any unpaid dividends. The Series L preferred stock shall have a
      preference in liquidation over the common stock of the Company but shall
      be subject to the preference in liquidation of the Series C, D, E, F, G,
      I, and K preferred stock. The Series L preferred stock entitles the holder
      to receive, on a cumulative basis, dividends at an annual rate of $120 per
      share, payable on a monthly basis. Dividends of $12,000 were declared and
      paid for the year ended September 30, 2004 and $70,317 were declared and
      paid for the year ended September 30, 2003.


                                       59
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      Preferred Stock, Series M

      In 2002, the Board of Directors authorized issuance of up to 5,000 shares
      of Series M preferred stock at $1,000 per share. During the period ended
      September 30, 2002, the Company sold 500 shares of series M preferred
      stock for $500,000. The series M preferred stock is voting and is
      redeemable at the Company's option. The redemption price shall equal the
      issuance price plus any unpaid dividends. The Series M preferred stock
      shall have a preference in liquidation over the common stock of the
      Company but shall be subject to the preference in liquidation of the
      Series C, D, E, F, G, I, K, and L preferred stock. The Series M preferred
      stock entitles the holder to receive, on a cumulative basis, dividends at
      an annual rate of $120 per share, payable on a monthly basis. During the
      last two fiscal quarters of the year ended September 30, 2003, the company
      redeemed all 500 shares of Series M for $500,000 to the holder. During the
      year ended September 30, 2003, dividends were paid in the amount of
      $37,237.

      Preferred Stock, Series N

      During the year ended September 30, 2004, the Board of Directors of Ocean
      West Enterprises authorized the issuance of up to 2,250 shares of Series N
      preferred stock at $1000 per share. The Series N preferred stock is non
      voting and is redeemable at the Company's option. The redemption price
      shall equal the issuance price. The Series N preferred stock shall have a
      preference in liquidation over the common stock of the Company but shall
      be subject to the preference in liquidation of the Series C, D, E, F, G,
      I, and K preferred stock. The Series N preferred stock does not entitles
      the holder to receive dividends.

(11)  Common Stock and Warrants:

      In March 2002, concurrent with the acquisition between OWHC and OWE, a
      stock split of 140 to one occurred. This transaction has been reflected
      for all periods presented.

      During the year ended March 31, 2002, the Company redeemed 40 shares
      (5,600 post split) of common stock for $10,000.

      During August 2002 and in connection with the effective date of the S-1
      filing, the Company issued 388,800 shares and 3,000,000 common stock
      purchase warrants, collectively valued at $234,058 based upon an
      independent appraisal. The value, net of cash consideration received, was
      recorded as a charge to earnings of $220,954 during the six months ended
      September 30, 2002.

      Each warrant entitles the holder to purchase one common share. The
      exercise price is $1.25 per share. The warrants expired June 12, 2003.


                                       60
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(12)  Class B Common Stock

      Concurrent to the acquisition between OWHC and OWE, the Company issued
      Class B common stock to the holder of OWE common stock in a ratio of 1 to
      8. In March 2002, 250,400 shares of Class B common stock were issued.
      Concurrently, 40,304 shares of Class B common stock were converted into
      the same number of common shares.

(13)  Mortgage Loan Servicing:

      Mortgage loans serviced by the Company amounting to approximately $4.9
      million and $6.4 million, at September 30, 2004 and September 30, 2003,
      respectively, are not included in the accompanying balance sheets. Funds
      held in trust on behalf of the owners of such serviced loans are also not
      reflected in the accompanying balance sheets. The Company subcontracts its
      servicing through a third-party sub-servicer. Either party may cancel the
      contract with 120 days written notice. Loan sub-servicing fees are based
      on a fixed monthly fee per outstanding loan being serviced.

(14)  Provision For Income Taxes:

      The income tax provision for the year ended September 30, 2004 and the
      year ended September 30, 2003 differed from the amounts computed by
      applying the U.S. Federal tax rate of 34 percent to the income (loss) from
      operations before provision (benefit) for income taxes as a result of the
      following:

                                               Year ended      Year ended
                                              September 30,   September 30,
                                              -------------   -------------
                                                  2004            2003
                                               ---------       ---------
      Computed "expected" tax benefit          $(833,983)      $ 115,629
      Increase (decrease) in income taxes
        resulting from:
      Non-deductible expenses                     23,131          11,552
      State taxes, net of Federal benefit             --          12,014
      Increase (decrease) in valuation
        allowance                                810,852        (120,992)
                                               ---------       ---------
                                               $      --       $  18,203
                                               =========       =========

      The tax effect of temporary differences that give rise to significant
      portions of deferred tax assets and liabilities at September 30, 2004 and
      2003, are as follows:


                                       61
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(14)  Provision For Income Taxes (continued):

                                             September        September
                                               2004              2003
                                            -----------       ---------
      Deferred tax assets:
      Net operating loss carryforwards      $ 1,354,367       $ 727,826
      Accrued vacation                            5,265          10,290
      Less valuation allowance               (1,261,227)       (572,208)
                                            -----------       ---------
      Deferred tax assets                        98,405         165,908
                                            -----------       ---------
      Deferred tax liabilities:
      Deferred costs                            (98,405)       (114,417)
      Other                                          --         (51,491)
                                            -----------       ---------
      Deferred tax liability                    (98,405)       (165,908)
                                            -----------       ---------
      Net deferred tax asset                $        --       $      --
                                            ===========       =========

      The net change in the total valuation allowance for the year ended
      September 30, 2004 and the year ended September 30, 2003 was an increase/
      (decrease) of $810,852 and $(120,992) respectively.

      At 2004, the Company has net operating loss carryforwards ("NOLs") of
      approximately $3,983,443, for Federal income tax reporting purposes and
      approximately and $2,787,507 for state reporting purposes, expiring in
      various years through 2025.

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

(15)  Related-Party Transactions:

      The Company advanced funds in the amount of $57,605 to an entity owned by
      a stockholder of the Company. Funds will be repaid through services
      rendered. During the year ended September 30, 2003 services rendered in
      relation to this amount were $12,605 leaving a balance of $45,000 at
      September 30, 2003. During the year ended September 30, 2004 services
      rendered in relation to this amount were $45,000 leaving a balance of $0
      at September 30, 2004.

      On July 15, 2004, Marshall L. Stewart, Daryl S. Meddings, Enfo Loan
      Corporation, Kingsley and Nancy Cannon and Dale and Suzanne Delmege agreed
      to sell 4,921,930 of their shares of common stock of the Company to CDA in
      exchange for 622,388 shares of CDA (the "Transfer") for an approximate
      value of $1,178,802, based on the average trading prices of the respective
      stocks for the month of June 2004. The Transfer constitutes a change in
      control of the Company.

      During the fourth quarter of fiscal year end September 30, 2004, 2,250
      shares of the outstanding preferred stock of Ocean West Enterprises were
      exchanged for stock subscription receivable of $2,250,000. At September
      30, 2004 there was a stock subscription receivable of $1,022,425 which has
      subsequently been paid in full on January 12, 2005.


                                       62
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(16)  Profit Sharing Plan:

      The Company has a 401(k) profit sharing plan covering substantially all of
      its employees. Any matching or profit sharing contributions are determined
      annually at the discretion of management and vest at the rate of 20% per
      year of employment starting the second year. For the 2001 plan year,
      management elected to make a matching contribution equal to 10% of amounts
      contributed by an employee to a maximum of $250 per employee. No matching
      or profit sharing contributions were made during the year ended September
      30, 2004 and the year ended September 30, 2003.

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosures.

      Previously reported and not reported here in accordance with the
      Instructions to Item 304 of Regulation S-B.

Item 8A. Controls and Procedures.

            The Company's Chief Executive Officer and Chief Financial Officer
      are responsible for establishing and maintaining disclosure controls and
      procedures for the Company. The Company's Chief Executive Officer and
      Chief Financial Officer have designed such disclosure controls and
      procedures to ensure that material information is made known to them,
      particularly during the period in which this report was prepared. As of
      the end of the period covered by this annual report on Form 10-KSB, the
      Company carried out an evaluation, under the supervision and with the
      participation of the Company's Chief Executive Officer and Chief Financial
      Officer, of the effectiveness of the design and operation of the Company's
      disclosure controls and procedures pursuant to Exchange Act Rule 15d-1-5.
      Based upon that evaluation, the Chief Executive Officer and Chief
      Financial Officer concluded that the Company's disclosure controls and
      procedures are effective in timely alerting them to material information
      relating to the Company (including its consolidated subsidiary) required
      to be included in reports the Company files with the SEC pursuant to the
      Securities Exchange Act of 1934. Subsequent to the date of that
      evaluation, there have been no significant changes in the Company's
      internal controls or in other factors that could significantly affect the
      internal controls.

Item 8B. Other Information.

      Entry of Material Definitive Agreements

            On July 1, 2004, the Company executed a subscription agreement with
      CDA ("July Agreement"). The July Agreement provides that the Company would
      sell and that CDA will subscribe for 1,500,000 shares of senior preferred
      stock of the Company for $1,500,000.


                                       63
<PAGE>

            On August 1, 2004, the Company executed a subscription agreement
      with CDA ("August Agreement"). The August Agreemetn provides that the
      Company would sell and that CDA would subscribe for 500,000 shares of
      senior preferred stock of the Company for $500,000.

            On September 1, 2004, the Company executed a subscription agreement
      with CDA ("September Agreement"). The September Agreement provides that
      the Company would sell and that CDA would subscribe for 250,000 shares of
      senior preferred stock of the company for $250,000.

            On September 28, 2004, Ocean West Enterprises executed a
      subscription agreement with CDA. The Agreement provides that the Company
      would sell and that CDA would subscribe for 2,250 shares of senior
      preferred stock of the company as an exchange for the cancellation of the
      July, August and September Agreements.

            CDA is the majority shareholder of the Company.

      Termination of Material Definitive Agreements

            On September 28, 2004, the Company executed a cancellation agreement
      ("Cancellation Agreement") with CDA. The Cancellation Agreement provided
      that the Company and CDA agree to cancel and rescind the July Agreement,
      the August Agreement, and the September Agreement. The Agreement also
      provides that the Company would upon board approval issue 2,250 shares of
      preferred stock of Ocean West Enterprises for a value of $1,000 per share
      or $2,250,000, which was previously subscribed to by CDA pursuant to the
      July Agreement, the August Agreement, and the September Agreement, to CDA.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

Executive Officers and Directors of Ocean West and Ocean West Enterprises

<TABLE>
<CAPTION>
             Name                    Position with Ocean West(1)               Position with Ocean West Enterprises
             ----                    ---------------------------               ------------------------------------
<S>                              <C>                                       <C>
Marshall L. Stewart              President, Chief Executive Officer,       President, Chief Executive Officer, Director
                                 Director

Daryl S. Meddings                Executive Vice President,                 Executive Vice President, Chief Financial
                                 Secretary/Treasurer, Director             Officer, Secretary/Treasurer, Director

Wayne K. Bailey                  Chief Financial Officer, Director         --
</TABLE>


                                       64
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

(1)   All persons listed were appointed to such positions in 2000, except for
      Mr. Bailey who was appointed in September of 2004.

      Officers serve at the discretion of the Board of Directors. Directors hold
office until the next annual meeting of shareholders and until their successors
have been elected and accept office.

      Marshall J. Stewart, 47, has worked in the mortgage industry since 1982.
He was founder of Ocean West Enterprises and has been President, a director and
a shareholder since 1988. Prior to founding Ocean West Enterprises, from 1986 to
1988, Mr. Stewart was a Vice President of Westport Savings Bank in Laguna Beach,
California. His responsibilities included overseeing the mortgage banking
department, secondary marketing and the Laguna Bank Savings branch. Prior to
joining Westport Savings Bank, from 1984 to 1986, he was Production Manager of
Irvine City Savings in Newport Beach, California and had the responsibilities of
staffing and training the loan origination department and overseeing production,
underwriting, funding, shipping and the sale of funded loans to institutional
investors such as FNMA and FHLMC. Mr. Stewart received his B.A. in English with
a minor in Business Administration from California State University in
Fullerton, California in 1980.

      Daryl S. Meddings, 39, was also a founder of Ocean West Enterprises and
has been Executive Vice President, Chief Financial Officer, Secretary/Treasurer
and a director and a shareholder since 1988. As Chief Financial Officer at Ocean
West Enterprises, Mr. Meddings implemented and monitors accounting and financial
reporting system. Other duties include budget planning, expense control,
commercial banking relationships and oversight of quality control, loan
servicing and loss mitigation. From late 1987 to 1988, Mr. Meddings was a
production manager with Westport Savings Bank in Laguna Beach, California. His
duties included establishing both retail and wholesale production departments
and recruiting, hiring and training mortgage origination personnel. Prior to
that, he began his career in mortgage banking in 1986 as a loan officer at Pro
Mortgage Services in Diamond Bar, California and worked his way up to top
producer at Irvine City Savings in Irvine, California. Mr. Meddings received his
B.S. in Finance, Real Estate and Insurance with a concentration in Real Estate
from California Polytechnic State University-Pomona in 1987.

      Wayne K. Bailey, 55, has been appointed to the position of Chief Financial
Officer and Director since September 28, 2004. Mr. Bailey currently also holds
the postion of President/CFO of CDA since the fall of 2002. CDA currently holds
84.9% of the Company. From January 1990 -2002 he was Chief Operating Officer and
Chief Financial Officer of a network of companies in the Aerospace, steel
processing, Specialty Rebar, and metal forming industries. These companies grew
to employ over 350 people with revenues in excess of $35 million. All of these
companies were acquired from financially troubled situations and became very
profitable after being restructured. This restructuring included the debt both
secured and unsecured, installing information systems, and management systems.
During this time Mr. Bailey also served as a consultant to companies in the
Mortgage business, wood laminating, bottled water, bookbinding, wholesale
siding, cabinet manufacturing and plastics industries. Mr. Bailey attended the
University of Utah, Henager College of Business and LDS Business College earning
degrees in Accounting and Business.


                                       65
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

Section 16(a) Beneficial Ownership Reporting Compliance with Section 16(a) of
the Exchange Act

      Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers, directors and
persons who own more than ten percent of a registered class of the Company's
equity securities to file reports of ownership and changes in ownership with the
SEC. Executive officers, directors, and greater-than-ten percent stockholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on the Company's review of the
copies of such forms received by it and written representations from the
Company's reporting persons, the Company believes that all of the Company's
reporting persons have filed their respective Section 16(a) forms for the year
ended September 30, 2003.

Code of Ethics

      The Company has adopted a Code of Ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions. A copy of the Company's Code
of Ethics will be furnished, without charge, to any person who requests such
copy by writing to the Secretary, Ocean West Holding Corporation, 15991 Redhill
Avenue, Suite 110, Tustin, California 92780.

Item 10. Executive Compensation.

      The following table shows information concerning all compensation paid for
services to the Company in all capacities during the year ended September 30,
2004 and the year ended September 30, 2003. or accrued within the current fiscal
year as to the Chief Executive Officer and each of the other two most highly
compensated executive officers of the Company who served in such capacity at the
end of the last fiscal year (the "Named Executive Officers") whose total annual
salary and bonus exceeded $100,000:

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                                    Annual Compensation
                                                                                                    -------------------
                   Name and                                                                                       Other Annual
              Principal Position                        Year             Salary ($)            Bonus ($)        Compensation ($)
              ------------------                        ----             ----------            ---------        ----------------
<S>                                                   <C>                  <C>                     <C>               <C>
Marshall L. Stewart, President, Chief                 09/30/04             180,000                 0                    0
Executive Officer                                     09/30/03             170,000                 0                    0

Daryl Meddings,  Executive Vice President,
Chief Financial Officer                               09/30/04             180,000                 0                    0
                                                      09/30/03             170,000                 0                 44,779
Wayne K. Bailey, Chief Financal
Officer                                               09/30/04                0                    0                    0
</TABLE>


                                       66
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      Ocean West Enterprises has entered into substantially identical employment
agreements with each of Marshall Stewart, its President and CEO, and Daryl
Meddings, its Executive Vice President. The term of each agreement is three
years beginning on September 1, 2004. Ocean West Enterprises may terminate the
agreement for "just cause" or if it ceases operations; the employees may
terminate the agreement on thirty days notice. Each employee is entitled to a
base annual salary of $180,000 with amounts not paid to be considered deferred
compensation. Mr. Stewart and Mr. Meddings have waived their rights to salaries
not paid in fiscal year ended September 30, 2003 and no compensation has been
deferred.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

      For all years referenced in the Summary Compensation Table, two former
shareholders of Ocean West Enterprises, Mark Stewart and Daryl Meddings,
determined executive compensation. On July 15, 2004 Both Mr. Stewart and Mr.
Meddings sold their common stock in the Company. Ocean West has not paid any
compensation to date and does not expect to pay any in the near future.

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

      Persons and groups owning in excess of five percent of our Common Stock
are required to file certain reports with the SEC disclosing such ownership
pursuant to the Exchange Act. Based upon such reports, as of September 30, 2004,
management knows of no persons other than those identified below who were
beneficial owners of more than five percent of the outstanding shares of Common
Stock.

      The following table sets forth information with respect to beneficial
ownership of issued and outstanding stock and warrants of Ocean West by each
director, the Chief Executive Officer of the Corporation, the other named
executive officers, all executive officers and directors as a group and
beneficial owners of more than five percent of the outstanding shares of Common
Stock as of December 30, 2004:


                                       67
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                                         Total Number of         Percent
                                                                        Securities Owned           of
Name of Beneficial Owner                   Title of Class                 Beneficially          Class (1)
------------------------                   --------------                 ------------          ---------
<S>                                        <C>                               <C>                  <C>
Daryl S. Meddings (2)(4)                   Common Shares                             0              --
                                           Class B Common Shares                     0              --
                                           Series L Preferred                      210            21.0%
Marshall L. Stewart (2)(3)                 Common Shares                             0              --
                                           Class B Common Shares                     0              --
                                           Series L Preferred                      205            20.5%
Consumer Direct of America(5)              Common Shares                     4,900,000            84.9%
                                           Class B Common Shares               210,096             100%
                                           Series N Preferred Shares         2,250,000             100%

Total number of shares owned by directors  Common Shares                             0              --
and executive officers as a group(2        Class B Common Shares                     0              --
persons) (6)                               Series L Preferred Shares               415            41.5%
</TABLE>

--------------------------------------------------------------------------------

(1)   Our preferred stock consists of Series C,E,F,G,I,L and M. Series C and E
      are non voting stock and redeemable to the Company. Series F through M are
      voting stock as well as redeemable to the Company.

(2)   Except as otherwise indicated the mailing address of each person shown is
      c/o Ocean West Holding Corporation, 15991 Redhill Avenue, Tustin,
      California 92780.

(3)   Includes 0 shares of Class A common stock, 0 shares of Class B common
      stock and 205 shares of Series L preferred stock.

(4)   Includes 0 shares of Class A common stock, 0 shares of Class B common
      stock and 210 shares of Series L preferred stock.

(5)   The mailing address is, Sandhill Road, Las Vegas, NV.

(6)   Includes 0 shares of Class A common stock, 0 shares of Class B common
      stock and 415 shares of Series L preferred stock.

Item 12. Certain Relationships and Related Transactions

      On July 15, 2004, Marshall L. Stewart, Daryl S. Meddings, Enfo Loan
Corporation, Kingsley and Nancy Cannon and Dale and Suzanne Delmege agreed to
sell 4,921,930 of their shares of common stock of the Company to CDA in exchange
for 622,388 shares of CDA (the "Transfer") for an approximate value of
$1,178,802, based on the average trading prices of the respective stocks for the
month of June 2004. The Transfer constitutes a change in control of the Company.


                                       68
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

Item 13. Exhibits and Reports on Form 8-K

1.    Exhibits.

  Exhibit
    No.              Description of Exhibit               Location
-----------      -----------------------------     ----------------------

    3.1          Certificate of                   Previously filed as an
                 Incorporation of Ocean           exhibit to the Registration
                 West Holding Corporation         Statement of Ocean West
                                                  Holding Corporation (File
                                                  No. 333-95927) filed on
                                                  February 1, 2000.

    3.2          Bylaws of Ocean West             Previously filed as an
                 Holding Corporation              exhibit to the Registration
                                                  Statement of Ocean West
                                                  Holding Corporation (File
                                                  No. 333-95927) filed on
                                                  February 1, 2000.

    4.1          Common Stock Purchase            Previously filed as an
                 Warrant Agreement Between        exhibit to the Registration
                 Ocean West Holding               Statement of Ocean West
                 Corporation and Registrar        Holding Corporation (File
                 and Transfer Company             No. 333-86484).

   16.1          Letter from Stonefield           Previously filed as an
                 Josephson dated November         exhibit to Form 8K, dated
                 7, 2003                          October 29, 2003, Changes in
                                                  Registrant's Certifying
                                                  Accountant

   21.1          Subsidiaries of the              Previously filed as an
                 Registrant                       exhibit to Pre-Effective
                                                  Amendment No. 3 to the
                                                  Registration Statement of
                                                  Ocean West Holding
                                                  Corporation (File No.
                                                  333-95927) filed on January
                                                  28, 2002.

   31.1          Certificate of Chief             Filed herewith.
                 Executive Officer pursuant
                 to section 302 of the
                 Sarbanes-Oxley Act of 2002

   31.2          Certificate of Chief             Filed herewith.
                 Financial Officer pursuant
                 to section 302 of the
                 Sarbanes-Oxley Act of 2002

   32.1          Certificate of the Chief         Filed herewith.
                 Executive Officer and
                 Chief Financial Officer
                 pursuant to Section 906 of
                 the Sarbanes-Oxley Act of
                 2002.*

*     Certificatification will not be deemed filed for purposes of Section 18 of
      the Securities and Exchange Act of 1934.

2. Reports filed on Form 8K

      The Company filed a report on Form 8K on November 4, 2003 and amended the
report on November 12, 2003, reporting Changes in Registrant's Independent
Accountant. The Company filed an additional report dated January 22, 2004,
reporting the registrant issued a press release announcing an agreement with
Freedom Mortgage Corporation and First Fidelity Capital Markets. On February 20,
2004, Registrant, Freedom Mortgage Corporation and First Fidelity Capital
Markets mutually terminated their agreement

      On August 3, 2004, the Company filed a report n Form 8-K disclosing that
several of its shareholders exchanged 4,921,930 shares for 622,388 shares of
CDA, which resulted in a change of control whereby Consumer Direct of America is
a 84.9% holder of Ocean West's stock.


                                       69
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

      On September 8, 2004 the Company filed a Form 8-K reporting the
resignation of its auditors, Hein and Associates.

      On September 28, 2004, the Company reported the resignation of its CFO,
Daryl S. Meddings, the appointment of Wayne K. Bailey to the position of CFO and
the appointment of Daryl S. Meddings to Executive Vice President. The Form also
reported the Company's entered into employement agreements with Marcshall L.
Stewart as President and Daryl S. Meddings as Executive Vice President. The
Company filled a vacancy on its board by the appointment of Wayne K. Bailey as
director.

      On November 29, 2004 the Company reported on Form 8-K the engagement of
its auditors, Chavez and Koch.

ITEM 14. Principal Accountant Fees and Services

      Chavez and Koch CPA's ("Chavez") was the Company's independent auditor and
examined the financial statements of the Company for the fiscal year ending
September 30, 2004. Hein and Associates LLC ("Hein") was the Company's
independent auditor and examined the financial statements of the Company for the
fiscal year ending September 30, 2003.

Audit Fees

      Chavez expects aggregate fees of approximately $19,000 for the fiscal year
ended September 30, 2004 for professional services rendered for the audit of the
Company's annual financial statements. Hein was paid aggregate fees of
approximately $71,405 for the fiscal year ended September 30, 2003, for
professional services rendered for the audit of the Company's annual financial
statements and for the reviews of the financial statements included in the
Company's quarterly reports on Form 10-QSB during the fiscal ended September 30,
2004.

Audit Related Fees

      Chavez and Hein were not paid additional fees for either of the fiscal
years ended September 30, 2003 or September 30, 2004 for assurance and related
services reasonably related to the performance of the audit or review of the
Company's financial statements.

Tax Fees

      Chavez estimates fees in the amount of $2,500 for the fiscal year ended
September 30, 2004 for professional services rendered for tax compliance, tax
advice and tax planning during the fiscal year ended September 30, 2004. Hein
was paid fees in the amount of $10,331 for professional services rendered for
tax compliance, tax advice and tax planning during the fiscal year ended
September 30, 2004.


                                       70
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

All Other Fees

      Chavez and Hein were not paid any other fees for professional services
during the fiscal years ended September 30, 2003 and September 30, 2004.

Audit Committee

      The Company does not have an audit committee.


                                       71
<PAGE>

                  OCEAN WEST HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
       YEAR ENDED SEPTEMBER 30, 2004 AND THE YEAR ENDED SEPTEMBER 30, 2003

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Ocean West Holding Corporation


By: /s/ Darryl Cohen                                          September 20, 2005
    -------------------------------------------------
       Darryl Cohen, Chief Executive Officer
      (Principal Executive Officer and
       Principal Financial Officer)

      In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


By: /s/ Darryl Cohen                                          September 20, 2005
    -------------------------------------------------
       Darryl Cohen,
      (Principal Executive Officer and Director)


By: /s/ Alan Smith                                            September 20, 2005
    -------------------------------------------------
       Alan Smith, Director


By:                                                           September __, 2005
    -------------------------------------------------
       Sandro Sordi, Director



                                       72