**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC** **20549**


**FORM
      10-KSB/A**


**Amendment
      No. 1**





x
            Annual
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934


For
                the fiscal year ended December 31,
                2006




o
            Transition report under Section 13 or 15(d) of the
              Securities Exchange Act of 1934 For
                the transition period from_______
                to_______





Commission
      file number 000-49971





**AskMeNow,
      Inc.**


(Name
      of
      small business issuer in its charter)





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





26
      Executive Park, Suite 250


Irvine,
      CA 92614


(Address
      of principal executive offices)




Issuer’s
      telephone number: (949) 861-2590





Securities
      registered under Section 12(b) of the Exchange Act:





Title
                of each class
            Name
                of each exchange
              on
                which registeredNone
            None




Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.01 par value per share





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




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 o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B 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. o





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





The
      issuer’s revenues for its most recent fiscal year ended December 31, 2006 were
      $27,846.




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the $.65 closing price of such common
      equity on April **** 9,
      2007
      was $20,404,076.





The
      number of shares of the issuer’s common stock outstanding as of April
      9,  2007
      was: **** 33,299,887.





Documents
      Incorporated by Reference: None





Transitional
      Small Business Disclosure Format:      Yes
o
      No x









**EXPLANATORY
      NOTE**





This
      Amendment No. 1 to the AskMeNow, Inc. Annual Report on Form 10-KSB for the
      fiscal year ended December 31, 2006, as originally filed on April 17, 2007,
      is
      being filed in response to comments issued by the staff of the Securities and
      Exchange Commission, including those relating to the Company’s disclosure
      controls and procedures and certain of the notes to the financial statements
      of
      the Company included herewith, and to include signature pages inadvertently
      omitted from the original filing.




**TABLE
      OF CONTENTS**


PART
                  I
              
              3Item
                  1.
              Description
                  of Business
              3Item
                  2.
              Description
                  of Property
              19Item
                  3.
              Legal
                  Proceedings
              19Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              20PART
                  II
              
              21Item
                  5.
              Market
                  for Common Equity, Related Stockholder Matters and Small Business
                  Issuer
                  Purchases of Equity Securities
              21Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation.
              26Item
                  7.
              Financial
                  Statements.
              46Item
                  8.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure.
              46Item
                  8A.
              Controls
                  and Procedures.
              47Item
                  8B.
              Other
                  Information.
              47PART
                  III
              
              48Item
                  9.
              Directors,
                  Executive Officers, Promoters, Control Persons and Corporate Governance;
                  Compliance With Section 16(a) of the Exchange Act
              48Item
                  10.
              Executive
                  Compensation.
              51Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              55Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              56Item
                  13.
              Exhibits
              56Item
                  14.
              Principal
                  Accountant Fees and Services
              59SIGNATURES
              
              61


INDEX
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


Report
                  of Independent Registered Public Accounting Firm
              F-1Consolidated
                  Balance Sheets as of December 31, 2006 andDecember
                  31, 2005
              F-2Consolidated
                  Statements of Operations for the Years EndedDecember
                  31, 2006 and December 31, 2005 (Restated)
              F-3Consolidated
                  Statements of Changes in Stockholders' Equity (Deficit)for
                  the Years Ended December 31, 2006 and December 31, 2005
              F-4Consolidated
                  Statements of Cash Flows for the Years EndedDecember
                  31, 2006 and December 31, 2005 (Restated)
              F-5Notes
                  to Consolidated Financial Statements
              F-6
  2




**PART
      I**




**Item
      1.**  **Description
      of Business.**




**Organizational
      History**




AskMeNow,
      Inc. (the “Company”) was originally formed in Delaware on August 15, 2000
      under the name Ocean West Holding Corporation with negligible assets and
      liabilities. In March 2002, the Company acquired all of the issued and
      outstanding shares of Ocean West Enterprises, Inc. (“OWE”) in an exchange of
      shares. OWE was formed in California in 1988 and engaged in the business of
      mortgage banking/brokering, operating under the name of Ocean West Funding.





Pursuant
      to the terms and conditions of the Securities Exchange Agreement and Plan of
      Reorganization dated as of April 14, 2005 (the “Exchange Agreement”), the
      Company agreed, among other things, to spin-off or otherwise dispose of OWE.
      As
      of May 23, 2005, OWE assumed and Consumer Direct of America (“CDA”), then the
      Company’s principal shareholder, jointly indemnified and held harmless the
      Company from, all liabilities of the Company pursuant to an Assignment and
      Assumption of Liabilities Agreement. Notwithstanding the completion of the
      Exchange Agreement as described below, the Company was unable to spin-off the
      assets of OWE. Therefore, pursuant to a Stock Purchase Agreement dated as of
      December 30, 2005, Container/ITW, Inc. purchased 100% of the capital stock
      of
      OWE for $1.00 and acknowledged that pursuant to the Exchange Agreement, OWE
      had
      previously assumed all liabilities and obligations of the Company.





The
      closing of the Exchange Agreement occurred on June 6, 2005 (the “Closing”).
      Effective shortly thereafter, the Company also acquired InfoByPhone, Inc.
      (“InfoByPhone” or “IBP”), a Delaware corporation, in a reverse merger pursuant
      to which InfoByPhone became a wholly-owned subsidiary of the Company.
      InfoByPhone was originally organized as an Ohio limited liability company in
      January 2004 and became a Delaware corporation via merger in June 2004 in a
      transaction treated for accounting purposes as a recapitalization by the
      accounting acquirer, InfoByPhone, LLC.





In
      connection with the Reverse Merger, (i) the Company acquired all of the issued
      and outstanding shares of IBP in exchange for an aggregate 5,586,004 shares
      of
      authorized but unissued shares of common stock, par value $.01, of the Company
      that, with 500,000 shares issued to Vertical Capital Partners, Inc. (n/k/a
      Arjent Ltd.) as a finder’s fee, constituted approximately 56% of the
      then-outstanding capital stock of the Company, (ii) the then-existing directors
      of the Company, Marshall Stewart and Daryl Meddings, agreed to resign and the
      two director designees of IBP joined the Company, (iii) the existing officers
      of
      the Company resigned and were replaced by the officers of IBP, (iv) neither
      IBP
      nor the Company had any debt or liability, and IBP had no less than $750,000
      cash or cash equivalents, and (v) the Company agreed to dispose of OWE. The
      transaction was treated for accounting purposes as a reverse merger by the
      accounting acquirer, InfoByPhone, Inc.





InfoByPhone
      is the sole operating business of the Company, and provides information services
      and content through its AskMeNowTM service to mobile devices that permits mobile
      users to ask questions and receive answers via text messaging/SMS and email.
      The
      Company also has a foreign subsidiary, AskMeNow, Inc., a Philippines
      corporation.




3





Unless
      the context requires otherwise or as otherwise indicated, references in this
      Annual Report to “we,” “us,” “our” and the “Company” refer to AskMeNow, Inc.,
      which was formerly Ocean West Holding Corporation and, unless the context
      indicates otherwise, include our wholly-owned subsidiaries InfoByPhone, Inc.,
      InfoByPhone, LLC and AskMeNow, Inc. (Philippines).





**Recent
      Developments**





*Expert
      System S.p.A. Acquisition Letter of Intent*





On
      April
      12, 2007, the Company announced that it had entered into a non-binding letter
      of
      intent to acquire 100% of the capital stock of Expert System S.p.A., a company
      organized under the laws of Italy. The transaction is subject to the Company
      obtaining required financing for the combined entity, preparation and delivery
      of audited financial statements, execution of employment agreements with
      management, necessary due diligence, the execution of a definitive acquisition
      agreement, third party and governmental consents and other customary closing
      conditions. This acquisition is contemplated to close within the next three
      to
      four months so long as the funding is in place to meet the terms of the letter
      of intent.





*Preferred
      Stock Financing*





Beginning
      in April 2006, the Company began an offering of preferred stock, $0.01 par
      value, to accredited investors in exchange for cash. In connection with this
      preferred stock offering, the Company granted each investor the right to receive
      200% warrant coverage. Between January 1, 2007 and February 26, 2007, the
      Company raised an aggregate $725,000 for 72,500 shares of Series B preferred
      stock, convertible into 1,450,000 common shares, and issued warrants to purchase
      1,450,000 shares of common stock. The Company paid $99,000 in placement fees
      and
      issued 140,000 shares of common stock to the placement agent in connection
      with
      such sales of preferred stock. As of February 27, 2007 this offering was closed
      to any new funding.





*Bridge
      Loan Financing*





Beginning
      in February 2007, the Company commenced a bridge loan offering of up to $3
      million principal amount of 12% Senior Promissory Notes due and payable 90
      days
      from the date of issuance unless extended by the Company for up to an additional
      90 days. The Company will issue warrants to purchase four shares of common
      stock
      for every $1.00 principal amount of notes issued. As of April 9, 2007, the
      Company had borrowed $375,000 and issued warrants to purchase 750,000 shares
      of
      common stock. The
      Company paid $12,250 in placement fees in connection with such issuance of
      bridge notes.




4




*Issuance
      of Common Stock for Services*





Beginning
      in January 2007, the Company entered into an agreement for investor relations
      and marketing services through March 31, 2007 and issued 165,000 shares of
      unregistered restricted common stock.





*Series
      C Convertible Preferred Stock Conversions*





On
      January 10, 2007, holders of Series C preferred stock converted 400,000 shares
      into 4,000,000 shares of unregistered restricted common stock.





*Short-term
      Liquidity Problems*





During
      the first quarter of fiscal 2007, the Company continued to experience liquidity
      problems and had insufficient cash on hand to effectively manage its business.
      During such period, the Company raised $725,000 through a preferred stock
      offering and $375,000 through bridge loan financing to accredited investors.
      The
      Company has continued to raise operating cash through additional bridge loan
      financing, and our management is in the process of negotiating additional
      financing.





*Corporate
      Income Taxes*





The
      Company is delinquent in filing certain federal and state income tax returns
      for
      2005 and 2004 and is working to complete and file such returns. The Company
      does
      not anticipate any tax liability due to the losses incurred to date and the
      net
      operating loss carryforwards available to the Company.





**Our
      Company and Business**





AskMeNow
      is a communications technology company, dedicated to optimizing the use of
      mobile cellular devices to improve individual productivity and efficiency and
      providing users with easier access to information regardless of
      location.





The
      Company’s primary offering is the AskMeNowTM service,
      a new mobile information content service that
      provides the answer to virtually any question one can ask from anywhere and
      at
      any time. AskMeNow presently enables users of
      any mobile
      device with text messaging/short message service (“SMS”) or email capability to
      email, or text message us with questions. The
      answer is text messaged or e-mailed back to the consumer’s mobile device,
      usually within a matter of minutes. Unlike similar existing services, we believe
      AskMeNow provides users a nearly effortless means of obtaining a concise answer
      to almost any question. We are currently working to develop delivery of answers
      through a process known as SMS to WAP. The Wireless Application Protocol (“WAP”)
      is an open (non-proprietary) specification that empowers mobile users with
      wireless devices to easily access and interact with information and services.
      We
      expect that the use of WAP will provide users with a richer experience, as
      answers can be shown on one screen, as opposed to multiple SMSs, and will take
      advantage of advertisers’ desire to offer more compelling advertisements that
      can be shown not only in text but in graphics as well.




5





We
      believe **** the
      AskMeNow service has the research capability to answer virtually any
      information-based question, including current news and events, sports scores,
      historical statistics, weather, entertainment, real time stock quotes and market
      data, driving directions, travel schedules and availabilities, emergency
      disaster information, comparison shopping, restaurant information and
      reservations, directory assistance, and random trivia (literature, history,
      science, etc.), provided the information is available on the Internet at no
      fee
      to access, or we are already licensed to access the data. All information is
      researched on the Internet or from one of our licensed content providers. Once
      information is accessed from third party content partners or the Internet,
      it is
      refined to a format suitable for easy reading on the screen of a user’s mobile
      device and emailed or text messaged back to the user. Our content partners
      include leading companies such as Cinema-source.com, Flytecomm.com, W3 Data
      for
      411information, Hotels.com, Comtex, Maps.com, Shopping.com, SportsNetwork,
      Astrology.com, StubHub.com, Custom Weather, Alpha Trade, Distributive Networks,
      Mobile Streams, and Baseball-Reference .com. In some cases, we pay a small
      monthly fee for access to information; in others, the access to the content
      is
      free. We also may have arrangements to share in advertising revenue generated
      from responses using content from one of our contract partners. Further, these
      contracts are generally automatically renewable annually and include termination
      clauses.





We
      currently provide two platforms for asking questions: SMS/text messaging and
      through a downloaded application. In the United States, we are charging $.25
      per
      question answered or a basic monthly fee of between $1.99 and $4.99 for
      unlimited use. Users simply text a question to our SMS code (27563) and the
      service will begin providing answers to questions. Alternatively, users can
      go
      to our website or one of our partner websites to download our application.
      We
      also expect to generate revenue from our customers purchasing ring tones,
      wallpaper, games and other items.





We
      provide the same question answering service in Canada through a licensed
      relationship with Rogers Cellular, whereby Rogers is currently charging $.25
      per
      question. Depending upon the country where our service is offered, charges
      may
      vary.





In
      the
      near future we intend to eliminate charges for asking questions, first with
      our
      SMS product and eventually with our downloadable applications. This will have
      a
      small impact on revenue as we will no longer be charging to answer questions;
      however, we anticipate a greater volume of questions due to the elimination
      of
      per query charges, enabling a greater revenue source through advertisements
      placed per answer. We do not expect that this change in revenue model in the
      short term will substantially impact our current operations, as the revenue
      from
      the current charges is not significant. Since we are eliminating the $.25 cent
      charge, we expect to be able to provide almost all cell phone users in the
      United States with access to our SMS product; the only limitations are for
      users
      that cannot SMS on their current phones because of the phones’ limitations or
      because they do not pay for access to text messaging. Currently, we are
      integrated through a carrier billing aggregator that provides automated billing
      for the $.25 cents for all tier one carriers (Alltel, Verizon, Sprint, T-Mobile,
      Cingular) and some tier two carriers. This charge is automatically reflected
      on
      an end user’s monthly statement. We share the revenue with the aggregator,
      generally on a split of 50/50.




6





We
      typically have over 25,000 individual users in any given month, most of whom
      are
      using our service for free. We answered over 300,000 questions for a fee during
      fiscal 2006, and estimate answering over 2 million questions for a fee during
      the 2007 fiscal year.





During
      2006, we entered into an arrangement with ESPN pursuant to which the Company
      generated approximately $14,000 revenue answering questions asked by users
      of
      the ESPN Mobile phone. **** ESPN
      discontinued the ESPN Mobile phone as of December 31, 2006. We are negotiating
      with ESPN to continue offering the AskMeNow service on a new mobile ESPN
      platform, as well as other possible channels of distribution of their content.
      Discontinuing this service in the short term will not have an adverse affect
      on
      operations as the revenue was relatively small and the costs associated with
      supplying the service was significant. We expect to reduce costs associated
      with
      ESPN in the coming months, offsetting the revenue loss.





The
      Company’s subsidiary InfoByPhone has entered into an exclusive worldwide
      (exclusive of Italy) license agreement with Expert System S.p.A., d/b/a Cogito
      Italia, a leading company in the market of semantic intelligence. The technology
      license is for the mobile communications industry, and will enable us to access,
      through a natural language query, information that comes from structured and
      unstructured sources. Cogito leverages advanced linguistic analysis and
      semantics to facilitate the understanding of text, and its technology aims
      to
      provide an effective answer to problems encountered during research, filtering,
      classification, mining and discovery. Expert System has developed partnerships
      with companies seeking to provide their services with technological added value.





The
      contract with Expert System requires the Company to pay an upfront license
      fee
      of $150,000 for the exclusive rights, preset integration fees for integrations
      into designated content, ongoing monthly maintenance fees for minimum amounts
      of
      technology integration, and license fees for server usage. The monthly minimum
      fees will range from $60,000 to as much as $500,000 as we generate advertising
      revenue and share in that revenue. We anticipate obtaining revenue from the
      use
      of Expert System’s technology in the second quarter of 2007, through licensing
      fees and advertising revenue. We believe there will be minimal operational
      costs
      associated with the implementation of the Expert System software into our
      content; most of the work will be done by Expert System.





Our
      current relationships with Rogers Wireless in Canada and Alltel in the United
      States are based upon distribution agreements with the carriers to distribute
      the AskMeNow products, both the SMS and downloadable applications. Both carriers
      charge fees for customer usage and split those fees with AskMeNow. When a
      customer uses the AskMeNow service, fees of either $.25 cents per question
      or
      $4.99 a month are charged to the end user, depending upon the type of service
      used.





We
      are
      currently working with Mobile Streams, a ringtone provider, and we anticipate
      integrating our service into their product delivery system sometime in the
      second quarter of 2007; however, we may chose to create our own ringtones
      through revenue share arrangements with independent artists. In this case,
      we
      would share revenue generated by a particular ringtone with the artist and
      have
      no product development costs since such costs will be the responsibility of
      the
      artist. Real time stock quotes can be provided to end users; however, they
      require a substantial fee of approximately $19.99 per month to offset the
      charges from the content provider, which generally run about $10.00 per
      month.




7





As
      indicated above, much of our licensed content requires minimum payments,
      although we anticipate that most of this content will be provided free after
      we
      generate advertising revenue once substantial volume has been reached. The
      text
      charges we pay for sending and receiving text messages varies per carrier and
      can be mitigated by volume; such charges may be offset by advertising revenue.
      Billing aggregators can be paid one monthly fee for unlimited text messaging,
      once volume has increased substantially.





During
      fiscal 2007, we anticipate releasing products designed to provide easier access
      to large databases, such as social networks. These products will cost
      substantial amounts to develop and may not be available until the Company has
      sufficient capital to invest in research and development.





We
      are
      beginning to drive demand for our service from the consumer side utilizing
      media, including a television advertising campaign and third party distributors
      such as cellular resellers, Internet service providers, and content partners.
      We
      are currently in discussions with cellular phone manufacturers and cellular
      carriers in North America and elsewhere to provide distribution of our service.
      Efforts are underway to expose the AskMeNowTM product via a strong public
      relations and marketing campaign that will launch in unison with our TV
      campaign. We
      have
      completed a co-marketing campaign with Avis Car Rental and anticipate additional
      opportunities to distribute our service through similar co-marketing and
      affiliate programs .





We
      also
      have announced a formalized relationship with Kyocera, a handset manufacturer,
      that will provide a co-marketing effort to distribute the AskMeNow product
      through Kyocera’s carrier relationships and to make available the AskMeNow
      product on Kyocera handsets. There is a revenue share provision in the
      contract.





**Our
      Industry**





The
      growth of new technologies in recent years has resulted in a shift in our
      rapidly changing society as the need and desire for accessibility to information
      expands. It is no longer acceptable to make an airline reservation from 9am-5pm
      by calling a travel agent; nowadays we expect to have access at all times to
      multiple media that will provide us with all of the necessary info for booking
      a
      flight. This is a trend that is not limited to the travel industry. Sports
      fans
      do not wait for their local news to broadcast the score of their favorite teams’
game; rather, they see it scrolling across the bottom of the television screen,
      or posted on their favorite websites, or have the score alerts sent to their
      mobile device. Investors do not wait for the morning paper to check stock
      quotes, but expect to see them streaming across CNBC or showing up in real
      time
      on their computer screens.





Fueled
      by
      technology’s impact on the hunger for information, the Internet is now being
      surfed by millions of people at any given time, with over 51% of Americans
      signing on daily. 1




*1
        2005 Media Comparison Study* .
        MediaCenter, 22 March 2005.
  8




Millions
      of people perform searches each hour and millions more send emails each day,
      and
      these numbers continue to grow, as nearly 75% of American households now have
      Internet access at home, a 7% growth since October 2003. 2  To be
      able to stay in constant contact, over 200 million Americans now own cell
      phones, with nearly four out of five American households now having a wireless
      phone. Wireless users are expected to send over 50 billion text messages in
      2007, making mobile SMS an estimated $2 billion industry, with thousands more
      purchasing new phones daily. 3





The
      move
      from the television screen to the computer screen is taking the obvious
      progression to the cell phone, sometimes referred to as the “third
      screen *”* ,
      and
      AskMeNow seeks to be at the forefront of this shift. The competition among
      cellular carriers has resulted in a near saturation and a bottom line for
      offerings and pricing of mobile phone calling, which is highly evident in the
      heightened carrier concentration experiencedrecently. The newest trend for
      mobile device makers and distributors is data and content. Ring tones,
      wallpaper, email, and mobile web browsers have all seen great rises in users
      and
      monetary value in recent times as the market sees a shift from simple cell
      phones to fully portable multi-media mobile devices. Over 58% of mobile
      subscribers use their device for something other than making phone calls, with
      users utilizing their device to play games, take and share pictures, download
      ring-tones, and enter web browsers. Of those who used their device to go online,
      57% sought weather info, 41% accessed maps and directions, 44% looked up news
      and sports scores, and 40% checked movie and entertainment listings. A large
      percentage of users are communicating through text messages - 52% subscribers
      age 25-34, 37% of subscribers age 35-44 and 68% of subscribers age 18-24 sent
      or
      received text messages regularly. 4





As
      a
      cutting edge technology that has become common place, mobile phones reach an
      audience that crosses all demographics and age groups, although research shows
      that early adoption of new mobile applications and devices is heaviest amongst
      younger age groups that are highly sought after by marketers. Nearly half of
      12-14 year olds own a cell phone, up almost 300% since February 2002, and almost
      75% of 15-18 year olds carry a mobile device. A majority of these younger users
      are interested in multifunction cell phones that offer greater access to
      different types of media, including cameras and MP3 players. 5  Americans in general are searching for more ways to access more information
      at
      all times, as consumers’ spending for online content grew by 14% to $1.8 billion
      in FY2004. 6





Marketers
      are already starting to see the potential for getting their message out in
      highly targeted ways through new emerging media. As total U.S. advertising
      spending rose 9.8% in 2004 to $141.1 billion, 7  online
      advertising saw its highest ever yearly spend of $9.6 billion, and an
      unparalleled 32% increase year-to-year. 8  The
      strongest growth amongst the online advertising sector has been in advertiser
      paid-search, which now makes up 36% of all U.S. online advertising, and is
      expected to grow by 24% per year over the next five years. 9  Prices
      for a paid search 10  have
      also seen a significant rise, up approximately 20%. Where only a few years
      ago
      advertisers would have paid an average of $.50 to $2.00 for top of the page
      listings for key search terms, prices have escalated to approximately $25.00
      per
      click. 11  Marketers are beginning to realize the value of contextually supplying messages
      and furthering it with the ability to reach their highly targeted users anywhere
      and anytime via their mobile devices. One out of four college students has
      reported receiving an advertisement on their mobile device, 12  which is
      a number that is expected to grow exponentially in the coming months and
      years.







2 Kelsey
          Group - Constat Inc Research Study, 23 March 2005.
 3  *Local
          Mobile Search - Hold the Phone* .
          C-Net,
          10 March 2005.
 4  *‘Mobile
          phones are for more than phoning’ (M:Metrics Benchmark Report)
          -* Center
          For Media Research, 23 March 2005.
 5  *NOP*  *MKids
          Study* .
          NOP
          World Technology, 10 March 2005.
 6 Online
          Publishers Association / ComScore Media Metrix, 10 March 2005.
 7 TNS
          Media Intelligence Report, 8 March 2005.
 8 Interactive Advertising Bureau Report, 22 February 2005.


9





We
      believe that the industry of technology and information is on the rise and
      at a
      point where media convergence and shifts in thought paradigm necessitate
      individuals’ ability to access vast arrays of information with the simple push
      of a button while on the move in a matter of moments. We believe that the
      convergence of increasingly sophisticated, data-enabled cellular phones and
      the
      demand for useful content will be a unique opportunity to create our niche
      within the market and establish our company as the industry
      standard.





**Our
      Products & Services**





We
      believe that this societal paradigm shift and reliance on technology to make
      greater amounts of information more readily accessible opens the door for a
      mobile application like the AskMeNow service. We are a services based company,
      focused on increasing the productivity of individuals by enhancing the
      functionality of mobile devices. Our AskMeNow service allows consumers to easily
      use their mobile device to access a world of information by email or text
      message. In today's world, there is a direct correlation between access to
      information and productivity, and AskMeNow seeks to provide more information
      to
      the mobile user, with the goal of making them more productive than ever
      before.





In
      our
      opinion, AskMeNow is the only service that combines the basic products and
      services already offered by online search engines, mobile carriers, and wireless
      applications into one concise product. We believe AskMeNow surpasses each of
      the
      other offerings by creating a synergy that empowers the consumer with the
      ability to access a world of information through a text message or email, thus
      providing an effective and comprehensive resource for the busy mobile
      individual.





We
      believe the AskMeNow servicecan be offered currently to any country where
      English is the spoken language and, when available in other languages, to users
      in other countries in which we have developed the service. Further, we believe
      our service will be suited to countries that have significant cellular
      penetration in the population, and substantial enterprise usage.





*AskMeNowTM
      Basic*





AskMeNow
      provides two ways to access our service, text message or through a downloaded
      application. We currently offer applications for most Blackberry devices and
      many other popular handsets, including models by Motorola, Kyocera, Palm, Nokia,
      and others. The applications provide templates to ask basic questions and offer
      an opportunity for the user to pose an AskMeAnything question in natural
      language. The template creates a framework for questions in the most commonly
      asked information verticals. Verticals are companies who are partners because
      they offer extensions of similar products. A vertical partner would be someone
      that distributed a similar product into a particular market segment. Verticals
      include directory assistance, weather, stock quotes, directions, sports scores,
      movie times, dictionary, flight information, shopping, restaurants, horoscopes
      and news. Under each category the user is prompted to enter the exact
      information needed to give them an accurate response. For example, weather
      requires a zip code or city & state, stock quotes requires a ticker symbol
      and the traded market, and sports scores require the league and the team name.
      Once the correct information is entered into the template, the user simply
      pushes send and an email or text message (depending on the user’s device) is
      sent to our research queue The answers to these AskMeNowTM Basic questions will
      be automatically culled from our content partner’s databases through the unique
      Extensible Markup Language (or “XML”) feeds we have established. The answers are
      correctly formatted, then paired with an appropriate contextually based paid
      advertisement or marketing message and sent directly back to the end user’s
      device. We are currently expanding our template to offer additional
      categories.




9 Merrill
            Lynch Equity Research, 21 March 2005
 10 A “paid
            search” refers to the method of buying and selling advertising space that is
            sold as an attachment to Internet searching.
 11  *Search
            Advertising’s Success Finds Rates Rising Rapidly* .
            Yahoo!
            News, 24 March 2005.
 12  *Ball
            State University Study on Wireless Messaging* .
            Michael
            Hanley, February 2005.


10





*AskMeNowTM
      Alerts*





We
      have
      also developed an information alert service that will enable users to customize
      content that they would like to receive without having to submit a question
      to
      AskMeNow. Users could select from a range of information based on their personal
      interests, preferences, and availability from our content partners, and have
      content sent directly to their device at pre-arranged times. The content
      possibilities are wide-ranging and will offer information for all types of
      people and interests.





*AskMeNowTM
      Premium Services*





AskMeNowTM
      Premium will offer users the following:





·
            Real-time
                stock quotes sent directly to their mobile devices (stock quotes
                from
                AskMeNowTM Basic carry a 20 minute delay) for a flat monthly rate.
                Anticipated release will be in late
                2007.




·
            Access
                to a full suite of concierge services, ranging from booking travel
                plans,
                making restaurant reservations, purchasing gifts, and more. Users
                will
                simply text message, email, or phone in their requests and a live
                operator
                will fulfill their desires and let them know once it has been completed.
                Anticipated release will be year end of
                2007.




·
            Ringtones,
                games, and wallpaper.




*AskMeNowTM
      Enterprise*





Utilizing
      the licensed software from Expert System/Cogito, we anticipate offering an
      AskMeNowTM enterprise solution that will enable any business with a database of
      information to incorporate their information into our servers without an
      advanced technologist and at limited cost. We will provide a secure environment,
      from original database to end user, to permit controlled access to information.
      We envision that enterprises will be able to create their own icon in the
      AskMeNow service that is accessible by either their own employees or customers
      at large. For a monthly fee, companies will be able to provide their own
      database to employees in the field for real time access to vital information.
      Further, we anticipate being able to provide an enterprise with an ability
      to
      share its database of information with the AskMeNow customer base through a
      simple text message request or application. We are currently in a beta test
      with
      a handset manufacturer to utilize our technology to deliver customer service
      and
      product help information to end users.




11


*AskMeNowTM
      Content Portal*





Our
      ability to create repetitive usage with our customers will depend in great
      part
      on the selection of content we provide. We are attempting to create a technology
      that will enable “easy to integrate” tools for any content. Our goal is to offer
      any preexisting content provider on the Internet the ability to share its realm
      of information to our end users at a minimal charge. By satisfying the end
      user’s demand for information, we will generate far more queries into the
      AskMeNow system, helping to generate more and better advertising placements.





*ConTEXTual* TM *Marketing / Ad Services*





AskMeNowTM Ad
      Services offers marketers and advertisers a platform for messaging potential
      customers. Taking advantage of our relationship with our customers, we are
      able
      to extend the reach of an advertiser directly to the end consumer. Our customers
      are mobile; our messages are targeted and reach our users while on the go.





One
      goal
      of advertisers is to provide their specific offering at the moment a potential
      user is ready to use a product or service. AskMeNow supports
      this goal by connecting advertisers with potential customers when those
      customers inquire about relevant products. Our customer base is developed with
      personal demographic information, interests and location depending upon the
      phone. All questions are categorized, enabling a targeted end consumer that
      has
      been decoded for subject matter, past inquiries, personal interests, and
      location. This means an advertiser or marketer who places a ConTEXTual Marketing
      Message through our service is reaching a large audience of targeted potential
      customers when their message means the most. Advertisers therefore can limit
      or
      eliminate the need to pay for unnecessary impressions at inopportune times
      amongst individuals with a low chance of ever using their product or
      service.





Since
      every company and product/service is different, we offer currently
      offer **** advertisers
      and marketers a variety of ways to ConTEXTually Market through the AskMeNowTM Ad
      Services:





·
            ***Brand
                Texting****-*Corporate
                or product brand names can be positioned for awareness on a cost
                per
                message basis and sent to targeted
                users.




12




·
            ***Vertical
                Texting***-
                Advertisers can bid on keywords and information categories (verticals)
                so
                that their product or service can be marketed exclusively to users
                who ask
                questions that concern their desired vertical, use particular keywords,
                etc. Vertical texting is the third screen equivalent of paid search
                and
                allows marketers to relay their brand’s message directly to those
                interested in their vertical.




·
            ***Performance
                Texting*****-**Pay per performance (inquiry) based program - text messaging targeted
                users with message to contact advertiser. Based on cost per call
                to unique
                800 number, cost per click (not available on all consumer devices),
                cost
                per request for additional info, cost per use of coupon code at website,
                etc.




·
            ***Coupon
                Texting***-
                Electronic coupons text messaged back to users and redeemable at
                a given
                location. Sent to highly individualized users at time of decision
                and
                point of purchase.




The
      richness of the media impression delivery differs depending upon the end user’s
      device. With a BlackBerryTM and other smart-phones that receive email, we have
      the ability to make marketers’ messages theoretically infinite in size, and to
      include graphics, text, pictures, click-through links, etc. On newer cell phones
      we also have the ability to send media impressions via MMS (meta-messages)
      or a
      WAP gateway (a mini website link). On older cell phones we have the ability
      to
      stay within the 160 text only character limit of the SMS format. As current
      and
      new mobile users adopt more modern, improved devices, we expect that AskMeNow ’s
      ability to deliver marketer’s media impressions in increasingly rich format will
      continue to grow.





As
      technology progresses and greater numbers of new, more sophisticated devices
      are
      adopted by the cell phone using public, we will be able to take advantage of
      our
      content partners existing relationships to allow for much greater targeting
      and
      local advertising. We anticipate that new avenues of potential advertisers
      and
      marketers will help allow us to evolve our advertising services offerings and
      garner depth amongst users, making our service more valuable to
      marketers.





*Premium
      Services;* *Enterprise
      Fees*





We
      anticipate recurring revenue to be generated from enterprise fees as we
      establish relationships with companies positioned to share access to their
      databases with either employees or the general public. Cellular carriers have
      shown enormous interest in sampling this product for their own internal needs,
      in the United States and abroad. We believe that it is of vital interest to
      carriers to provide easy data integration for businesses of all sizes,
      potentially creating a strategy for reducing churn.




*Local
      Yellow Pages: Smart Ads*





As
      part
      of our ability to provide users simple access to information without having
      to
      search the web on their phone, we plan to introduce an innovative process for
      businesses to provide basic information, as well as advertisements, directly
      to
      our end users. For the millions of businesses in the United States that have
      no
      means to advertise on the Internet, we will be offering a free listing in the
      AskMeNowTM Smart Ads directory. Businesses can create their own messages that can
      be changed at any time. The fees for messages created beyond the free listing
      will range from $3.00 per month to $25.00 per month. Customers will have easy
      access to a listing of all businesses in their area by category.




13





**Billing**





While
      we
      believe that our pricing structure is attractive, to maximize our revenues
      the
      use of our services must be seamless, including the payment methods. We are
      currently integrated with Simple Wire, an SMS code integrator, which provides
      us
      the ability to seamlessly bill customers of the major carriers in the United
      States. In Canada, we are integrated with Rogers Wireless and can bill directly
      through Rogers for all of their customers. Over time, we hope to establish
      relationships direct with cellular carriers that will provide retention of
      a
      greater percentage of our revenue.





**Sales
      & Marketing**





Like
      the
      introduction of any new product or service, the success of our marketing is
      preeminent to our success as a company. Our business model provides for the
      marketing of our AskMeNow service
      through two overlapping but distinct channels, retail and wholesale. Retail
      channels involve using our own resources to directly target end-users and create
      avenues for them to become AskMeNow customers. Wholesale channels include leveraging our relationships and
      co-marketing efforts directed at handset makers, third party distributors,
      wireless carriers, content providers and advertisers.





*Retail
      Marketing - Direct to the End User*





For AskMeNow to
      become a viable business and competitor in the mobile content and information
      world, we believe its initial service launch to the general public of over
      200
      million mobile device users nationwide will have to be supported by a
      substantial direct-to-consumer marketing push. To coincide with the launch
      and
      to garner a sizeable user base in America and Canada, the
      Company plans a
      large
      national television advertising campaign. In support of this goal, in the fourth
      quarter of 2006 we test marketed the advertisements nationally and received
      positive results. These advertisements will be supplemented by strategic media
      placements and publicity/promotional support. All retail marketing, directed
      at
      the end user, will be intended to increase sign up at www.askmenow.com or
      through our one of our partner relationships and to strengthen brand
      awareness.





The
      television campaign will include 30 second spots designed to display the product
      and brand as easy to use, informative, and available for free to all mobile
      device users. The ads will be positioned towards our heaviest users - young
      adults, business professionals, and technology early adopters. We expect that
      the campaign will run in heavy rotation on the leading cable television networks
      in the top 100 markets nationwide. Our current television spot is available for
      viewing on our website in our Press Room and appeared in the top 100 markets
      in
      the United States on local cable channels for the months of October and
      November, 2006.





*Wholesale
      Channels*





The
      growth of AskMeNow is dependent upon distribution of our products and services,
      henceforth we have a concentrated effort to partner with as many companies
      that
      are interested in sharing revenue from distribution of our products and
      services.




14





Manufacturers





·
            Research
                in Motion - Research In Motion Ltd. is a leading designer, manufacturer
                and marketer of innovative wireless solutions for the worldwide mobile
                communications market. RIM has agreed to promote theAskMeNowservice
                with us, and in 2004****we
                were accepted as a BlackBerry ISV Alliance Program Member. The initial
                term of this agreement was one year, with automatic one-year renewals
                unless earlier terminated. Being a BlackBerry Alliance Program Member
                means thatAskMeNowwill be featured within the BlackBerryTM Partner Newsletter that is
                accessed by RIM’s reseller community and the BlackBerry ConnectionTM email
                newsletter that is distributed to BlackBerry
                customers.





·
            Kyocera
                - In 2006, we signed a distributor agreement with Kyocera, which
                we
                believe will provide the potential to have Kyocera promote the AskMeNow
                service to its customer base, which is made up of cellular carriers
                and
                Mobile Virtual Network Operators (“MVNOs”).





Mobile
      Carriers





·
            Canadian
                Carriers - We are currentlyunder
                contract with the largest Canadian carrier, Rogers Wireless, andin
                the proposal stage with two of the next largest carriers in Canada.
                Rogers
                Wireless has launched our product as an application for Blackberry
                devices
                and we will soon be releasing new applications for more of their
                handsets.
                We anticipate co-marketing our service with Rogers in the coming
                months as
                more applications become available. Rogers has recently lowered the
                price
                for using our service to $.25 Canadian per
                inquiry.




·
            U.S.
                Carriers - Currently,we
                have a distribution agreement with Alltel Wireless, a leading cellular
                carrier with over 10 million users. Alltel is promoting our downloadable
                applications for a variety of phones and our text messaging product.
                Alltel charges $3.99 a month for unlimited use for the downloadable
                applications and $1.99 for unlimited use of our text messaging product.
                It
                also is promoting these products through a marketing campaign that
                directs
                users to a specific site that provides a signup offering.




Resellers





·
            Handango
                - We have a distributor relationship with Handango, a large online
                reseller of applications for mobile devices. Handango began selling
                our
                application in the fourth quarter of 2004, and has sold over 2,000
                customers theAskMeNowdownloadable application for variety of phones for a price of $4.99
                a
                month. We continue to utilize Handango and intend to increase the
                applications to be sold to include many popular brands of
                phones.




15


Content
      Providers





We
      have
      developed a number of content and distribution relationships with a variety
      of
      online portals that utilize the AskMeNow service to distribute their content,
      via a mobile platform, while at the same time using their resources to promote
      the shared service and acquire new AskMeNow customers.




**Development
      & Production**





During
      2005, we created AskMeNow, Inc. (Philippines), our wholly-owned foreign
      subsidiary with over 100 employees that provides our back-end research for
      queries, engineering to help develop and manage our software and hardware,
      and
      an accounting department to manage both our American and offshore operations.





**Technology**





We
      have
      filed for provisional patents for our proprietary systems and software and
      have
      currently developed/implemented the following technology:





·
            The
                current hardware configuration is comprised of seven servers that
                house
                the Microsoft 2000 Web Service. We operate on two Linux Servers that
                house
                our Java applications.




·
            TheAskMeNowTMCall Center Application has been developed in .Net framework. The
                backend
                or relational database management system that is currently being
                utilized
                is Microsoft’s SQL Server. We believe that the combination of .Net and SQL
                Server permits us to extend the functionality of the application
                efficiently and rapidly.




·
            TheAskMeNowTMCall
                Center Application is used by our web-researchers, and the graphical
                user-friendly interface allows for all researchers to answer questions
                accurately as well as efficiently.




·
            We
                have developed a website, http://www.askmenow.com, that offers users
                insight into theAskMeNowservice
                and provides valuable information about the products we offer, how
                to use
                them, product benefits and features, answers to FAQ’s, contact
                information, and the ability to sign up for the
                service.




We
      have
      developed the software codes that are used in the AskMeNow service. To
      protect our proprietary rights, we currently rely on copyright, trademark and
      trade secret laws, confidentiality agreements with employees and third parties,
      and agreements with consultants, vendors and customers, although we have not
      signed such agreements in every case. Despite such protections, a third party
      could, without authorization, copy or otherwise obtain and use our intellectual
      property. We can give no assurance that our agreements with employees,
      consultants and others who participate in development activities will not be
      breached, or that we will have adequate remedies for any breach, or that our
      trade secrets will not otherwise become known or independently developed by
      competitors. We have filed for a provisional process patent for our software
      that covers our methodology for processing questions and answers through our
      Manila facility and a provisional patent for the delivery of advertisements
      on a
      mobile device, both of which are based upon using natural language. **** In
      general, there can be no assurance that our efforts to protect our intellectual
      property rights through copyright, trademark and trade secret laws will be
      effective to prevent misappropriation of our intellectual property. Our failure
      or inability to protect our proprietary rights could materially adversely affect
      our business, financial condition and results of operations.




16





**Content**





We
      have
      established relationships with leading content providers in a variety of
      information verticals that our integral to AskMeNow ’s
      success.





Currently
      we have the following strategic relationships:





·
            Custom
                Weather


·
            Sports
                Reference


·
            Maptuit


·
            W3Data
                 for 411 information


·
            Hotels.com


·
            Alpha
                Trade


·
            StubHub.com


·
            FlyteComm.com


·
            Cinema
                Source


·
            Shopping.com


·
            Astrology.com


·
            Distributive
                Networks


·
            Comtex





AskMeNow ’s ability
      to access already existing, quality content in major information verticals
      is
      critical to our success as it greatly reduces the time and costs associated
      with
      researching and answering users’ questions. The content strategy is to acquire
      the most widespread amount of data and information feeds from industry leaders,
      beginning in the verticals that are most frequently the subject of questions.
      The more content in different areas that we have to offer, we believe the more
      attractive we become as a service. Eventually we aim to have content on direct
      feeds that covers anyone who carries a mobile device, providing content specific
      to their interests, gender, age, location, and more. While content deals are
      not
      a necessity for answering all of our user’s questions, we feel that as we move
      forward and garner a larger customer base, our ability
      to quickly and effectively access a vast array of information will greatly
      enhance the service and make it far more
      desirable to the end user.





**Competition**





To
      our
      knowledge, AskMeNow is the
      first product of its kind to be offered and downloaded to cell phone users.
      The
      only companies that could be considered in ‘like’ businesses are OnStar,
      telephone-carrier supported 411, and Google SMS TM . There
      are
      also a number of start-up companies offering automated content, some for a
      fee
      and some for free, such as 4Info and Jump Tap. Based on our research, none
      of
      these services offer the ability to answer any question and therefore we believe
      that the AskMeNow service stands out as the only source for answers to any
      question on a cell phone without getting links .




17





*OnStar*





·
            2.5
                million subscriptions with the target audience in-vehicle
                systems




·
            Majority
                owned by General Motors




·
            Single
                Button press on vehicle console connects driver to OnStar
                operator




·
            Monthly
                fees range from $16.95 for minimum service to $69.95 for full service,
                including concierge service that provides driving directions, restaurant
                reservations and movie times lookup




·
            Of
                the top seven categories of inquiries, all are related to the automobile
                and driving directions.




*Carrier
      Supported 411*





·
            Limited
                to simple directory assistance for phone number and address look-up,
                and
                simple directions.




·
            Some
                of the services are beginning to offer answers to wider content subjects,
                such as driving directions and closest business to a specified
                location.




*Google
      and Others*





·
            Google
                also has just released its new SMS service that receives questions
                via
                text messaging and responds via text messaging. Based on our research,
                the
                service is limited in its range of categories answered, does not
                provide
                live operators, and appears to be somewhat inaccurate and slow.





·
            In
                2002, former executives of Symbian and Psion PLC, two U.K.
                telecommunications companies, formed Issue Bits, an Internet-based
                question-answer service that operates only in a text messaging format
                and
                is currently available only to selected U.K. mobile phone
                users.





·
            4Info
                is a venture-funded startup company that offers an SMS messaging
                service
                with much of the same content as AskMeNow or Google SMS. Our research
                shows, however, that the company is only able to offer shallow amounts
                of
                information and does not have the capability to answer natural language
                questions that require accessing unstructured
                data.





·
            Jump
                Tap is a search engine dedicated to mobile phones which tries to
                provide
                relevant answers with popular key word requests. Our research shows,
                that
                their service is similar to Google and Yahoo mobile search and is
                being
                offered to carriers and MVNO’s as a white label mobile search
                platform.





18


**Research
      and Development**





Research
      and development activities are undertaken by the Company on its own initiative
      to improve our existing products and to develop new products using the latest
      technology that can satisfy customer requirements. During the years ended
      December 31, 2006 and December 31, 2005, the Company spent $222,005 and
      $338,998, respectively, on research and development activities.





**Employees**




As
      of
      April 9, 2007, we employed 12 full-time employees in the United States,
      including 9 members of management. Our Philippines subsidiary employs
      approximately 100 persons.




**Item
      2.**  **Description
      of Property.**




The
      Company’s principal operating offices are located at 26 Executive Park, Suite
      250, Irvine, California 92614. The lease is for approximately 2,641 square
      feet
      under a 3-year lease ending in 2008, at a current monthly rental rate of $5,779.
      We lease approximately 1,100 square feet of office space under a month-to-month
      lease in Deerfield Township, Ohio at a monthly rent of $2,523. We lease
      approximately 300 square feet on Long Island, New York at a monthly rent of
      $1,455.




We
      also
      lease approximately 1,100 square meters of office space under a one-year lease
      in Makati City, Manila, Philippines at a monthly rent of $6,130, which lease
      expires September, 2007. There is an option for a second year on this lease
      at a
      rent that may be increased by a maximum ten percent for the renewal
      term.




The
      Company evaluates on a continuing basis the suitability and adequacy of all
      of
      its branch office locations. The Company believes its present facilities are
      adequate for its operating purposes, in good operating condition and well
      maintained.




**Item
      3.**  **Legal
      Proceedings.**




The
      Company has been advised that there are 448,420 outstanding warrants to purchase
      common stock of the Company, a portion of which may still be exercisable despite
      former management's representation and warranty that there were no outstanding
      warrants at the time of the Reverse Merger. Included in these warrants are
      300,000 claimed to be exercisable at $0.25 per share through August 15, 2007.
      The alleged holder of these warrants, a former consultant of the Company, has
      filed a lawsuit in the United States District Court for the Southern District
      of
      New York (06 CV 609) seeking specific performance of an agreement which provided
      for "piggyback" registration rights and seeking to have the Company include
      the
      300,000 shares underlying the warrants in its pending registration statement
      on
      Form SB-2. Notwithstanding the fact that the subject matter of the lawsuit
      is
      still in dispute, the Company has agreed to register the shares. The Company
      has
      answered the complaint, denied the claims and the court has given the plaintiff
      until April 13, 2007 to amend its complaint or the Company will be given the
      opportunity to have the complaint dismissed.




19





In
      December 2005, the Company received a claim from an attorney for Marshall
      Stewart, the former CEO of the Company. Mr. Stewart was employed by the Company
      under an employment agreement dated September 1, 2004. Mr. Stewart was to be
      compensated $180,000 per year in base salary plus bonuses through August 31,
      2007. Mr. Stewart's claim is for a breach of contract alleged to have occurred
      in late 2004 when the Company was under the control of Consumer Direct of
      America, the Company’s principal shareholder (“CDA”), and for CDA's failure to
      advise the Company's stockholders of the sale of the Company until after the
      Reverse Merger. As of December 31, 2006, the Company has not accrued any expense
      related to the claim and no further developments have occurred regarding this
      claim.




On
      May 5,
      2006, a judgment by default in the amount of $604,391 was entered by
      IndyMacBank, F.S.B., in the Los Angeles Superior Court against Ocean West
      Holding Corporation, OWE and CDA and Does 1 through 100, inclusive. The
      underlying complaint brought by a federal bank alleged a default by OWE under
      settlement agreements with the plaintiff which purchased certain loans from
      OWE
      however the complaint did not state a cause of action against the Company.
      Pursuant to Section 13.3 of the Securities Exchange Agreement and Plan of
      Reorganization dated as of April 14, 2005, the Company gave CDA notice of a
      breach of the representations and warranties set forth in, among other things,
      Section 5.5 of the Exchange Agreement. In addition, CDA assumed and agreed
      to
      indemnify the Company from any and all liabilities as of May 23, 2005, whether
      known or unknown, pursuant to the Assignment and Assumption of Liabilities
      Agreement of the same date. Personal service upon the Company’s registered agent
      was claimed, however, the Company was never served and will seek to remove
      the
      judgment.




The
      Company has been advised by Pioneer Credit Recovery, Inc. that the U.S.
      Department of Treasury has placed with Pioneer an account owed to it by Ocean
      West Enterprises, Inc., a former OWE subsidiary of the Company. The former
      principals of OWE did not disclose that they and OWE had guaranteed three HUD
      loans in the aggregate amount of $151,980. In the event a claim is made against
      the Company by Pioneer, the U.S. government or any agency or instrumentality
      thereof, or any other party, the Company will seek indemnification from the
      former principals of OWE, CDA and their respective affiliates under both the
      Exchange Agreement and an Assignment and Assumption of Liabilities Agreement
      dated May 23, 2005 that the Company entered into with the former principals
      in
      connection with the Reverse Merger. As of December 31, 2006, the Company had
      not
      accrued any amount for this guarantee. ****




The
      Company will pursue all avenues to make sure it is made whole for the above
      misrepresentations and omissions; however, there can be no assurance the Company
      will not be adversely affected by such breaches. In the event a claim is made
      against the Company by any of the above-mentioned parties, or by any others,
      the
      Company will seek indemnification from the former principals of OWE, CDA, and
      their affiliates under both the Exchange Agreement and the Assignment and
      Assumption of Liabilities Agreement.





The
      Company may also be subject to routine litigation in the ordinary course of
      business.





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




On
      November 27, 2006, we filed a Definitive Information Statement with the
      Securities and Exchange Commission, notifying our stockholders of: (i) the
      amendment to our Certificate of Incorporation to change our name from Ocean
      West
      Holding Corporation to AskMeNow, Inc., (ii) the amendment to our Certificate
      of
      Incorporation to increase the number of shares of authorized common stock from
      30,000,000 to 100,000,000 shares and (iii) the amendment to our Certificate
      of
      Incorporation to eliminate the provisions allowing for cumulative voting, all
      of
      which are contained in the Company’s Amended and Restated Certificate of
      Incorporation. We obtained the written consent to effectuate each of the
      foregoing items without a meeting from the holders of more than a majority
      of
      our issued and outstanding shares of common stock on March 4, 2005, and filed
      the Amended and Restated Certificate of Incorporation with the Secretary of
      State of the State of Delaware on December 18, 2006.




20




**PART
      II**




**Item
      5. Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.**




The
      Company’s common
      stock is traded
      on
      the Over-The-Counter Bulletin Board under the symbol “ AKMN.OB”  The
      following table sets forth the high and low bid information for the Company’s
      common stock for each quarter during the last two fiscal years, as reported
      by
      OTCBB. The
      quotations listed below reflect inter-dealer prices, without retail mark-up,
      mark-down or commission and may not represent actual transactions.




Common
                StockYear
                Ended December 31, 2006:
            
            High
            
            LowQuarter
                Ended March 31, 2006
            
            $
            2.28
            
            $
            0.96Quarter
                Ended June 30, 2006
            
            $
            1.39
            
            $
            0.77Quarter
                Ended September 30, 2006
            
            $
            0.97
            
            $
            0.23Quarter
                Ended December 31, 2006
            
            $
            0.87
            
            $
            0.25Year
                Ended December 31, 2005:Quarter
                Ended March 31, 2005
            
            $
            0.15
            
            $
            0.07Quarter
                Ended June 30, 2005
            
            $
            1.30
            
            $
            0.18Quarter
                Ended September 30, 2005
            
            $
            3.62
            
            $
            0.65Quarter
                Ended December 31, 2005
            
            $
            5.00
            
            $
            1.91





On
      April
      9, 2007, the closing price of our common stock as reported on the OTCBB was
      $0.65 per share.




**Stockholders**




As
      of
      April 9, 2007, there were approximately 1,180 holders of record of our common
      stock.




21


**Dividends**




In
      the
      fiscal year ended December 31, 2006, we did not pay any cash dividends on any
      shares of our common stock. We do not anticipate paying any dividends on our
      common stock in the foreseeable future. The
      decision to pay dividends on our common stock will depend on our situation
      with
      regard to profitability and cash availability.




**Securities
      Authorized for Issuance under Equity Compensation Plans**




The
      following table sets forth, as of December 31, 2006, certain information
      regarding the securities authorized for issuance under the Company’s equity
      compensation plans and programs. For more information on these plans, please
      see
      Note 10 to the Consolidated Financial Statements included herewith.




**Equity
      Compensation Plan Information Table**




Plan
                Category
            
            
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            
            
            Weighted-average
                exercise price of outstanding options, warrants and rights
            
            
            Number
                of securities remaining available for future issuance under equity
                compensation plansEquity
                compensation plans approved by security holders
              *2005
                Management and Director Equity Incentive Stock Option
                Plan*
            
            
            1,920,000
            
            $
            0.82
            
            
            80,000Equity
                compensation plans not approved by security holders
              *Options
                issued under 2006 Employee Stock Incentive Plan (1)*
              *Options
                issued to Officer/Directors (2)*
              *Warrants
                issued with Preferred Stock (3)*
              *Warrants
                issued with Common Stock (4)*
              *Warrants
                issued for services (5)*
              *Warrants
                issued for financial services (6)*
              *Warrants
                issued for IR services (7)*
              *Warrants
                issued in settlement of debt (8)*
            
            
            1,702,000
              4,100,000
              8,335,000
              483,123
              848,420
              1,000,000
              200,000
              52,500
            
            $
              $
              $
              $
              $
              $
              $
              $
            0.50
              0.50
              0.50
              2.00
              0.46
              0.50
              0.50
              2.00
            
            
            1,298,000
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-
              -0-Total
            
            
            18,641,043
            
            
            
            
            
            1,378,000





(1)
            The
                2006 Employee Stock Incentive Plan was approved and adopted by the
                Board
                of Directors on August 4, 2006, and is scheduled to become effective
                upon
                the approval of the Company’s stockholders either at an annual or special
                meeting held within on year from the date of adoption by the Board
                of
                Directors.


(2)
            The
                Company has and will likely continue to provide non-qualified stock
                options to officers and directors as part of their annual compensation.
                (See Item 10. Executive
                Compensation)


(3)
            The
                Company has and will most likely continue to attach warrants to issuances
                of preferred stock as additional consideration to preferred holders
                in
                order to attract equity investment. These warrants are necessary
                based on
                the significant level of risk involved in such an investment and
                the
                financial condition of the Company.


(4)
            The
                Company has and will most likely continue to attach warrants to issuances
                of common stock as additional consideration to common holders in
                order to
                attract equity investment. These warrants are necessary based on
                the
                significant level of risk involved in such an investment and the
                financial
                condition of the Company.




22




(5)
            From
                time to time, the Company has issued warrants to providers of legal
                and
                consulting services in lieu of cash payments for those
                services.


(6)
            The
                Company has and will most likely continue to issue warrants to financial
                advisors who assist with the placement of the Company’s debt or equity
                instruments. The issuance of warrants to these advisors reduces the
                cash
                costs that would otherwise be associated with raising
                capital.


(7)
            The
                Company has generally included warrants in compensation agreements
                for
                providers of investor relations and/or public relations services.
                This
                practice significantly reduces the cash costs to the Company in order
                to
                obtain these services.


(8)
            During
                2006, the Company issued warrants as part of the final payment of
                an
                outstanding note payable.





**Recent
      Sales of Unregistered Securities**





*Preferred
      Stock*





On
      April
      25, 2006, the Company designated 1,500,000 shares of 10% (PIK) Series A
      preferred stock, $0.01 par value. Each share has a face value of $10.00 and
      a
      10% dividend rate, or $1.00 per share payable in-kind. The Series A preferred
      stock ranks senior to the Company’s common stock and each share has a $10 per
      share liquidation preference. The Series A preferred stock has no voting rights
      except as provided by the Delaware General Corporation Law.





The
      Series A preferred stock was originally offered in the form of a Unit, with
      each
      Unit consisting of (i) 5,000 shares of Series A preferred stock, and (ii)
      warrants to purchase 50,000 shares of the Company’s common stock, exercisable
      for a period of three years at a price of $1.00 per share. On July 20, 2006,
      a
      supplement to the private placement memorandum used in connection with the
      offering of such Units was approved, which supplement re-priced the offering
      and
      modified the preferred stock offered. All investors that had invested in the
      Series A private placement were offered an opportunity to exchange their shares
      of Series A preferred stock into shares of Series B preferred stock that were
      identical in all respects to the Series A shares except for the conversion
      price, which was reduced to $.50 per share. In addition, the number of warrants
      issued per Unit was increased from 50,000 to 100,000 warrants while the exercise
      price remained at $0.50 per share. The number of warrants issued to the
      placement agent also increased from 1,000,000 to 2,000,000, exercisable at
      $.50
      per share of common stock rather than $1.00 per share (or such proportionately
      smaller number if less than the maximum offering amount was raised). As of
      December 31, 2006, there were 362,500 shares of Series A preferred stock issued
      and outstanding, with accrued dividends of $224,027 due on such
      shares.





On
      July
      20, 2006, the Company designated 1,600,000 shares of Series B preferred stock,
      $0.01 par value. Each share has a face value of $10.00 and a 10% dividend rate,
      or $.50 per share payable in-kind. The Series B preferred stock ranks senior
      to
      the common stock and on parity with the Series A preferred stock, and each
      share
      has a $10 per share liquidation preference. The Series B preferred stock is
      convertible into common stock at a price of $.50 per share. The Series B
      preferred stock has no voting rights except as provided by the Delaware General
      Corporation Law. As of December 31, 2006, there were 235,500 shares of Series
      B
      preferred stock issued and outstanding, with accrued dividends of $98,287 due
      on
      such shares.





As
      of
      December 31, 2006, the Company had completed the sale of a total of 120 Units
      of
      the Series A and B preferred stock offering for gross proceeds of $5,980,000
      ($3,625,000 from the sale of 362,500 shares of Series A preferred stock, and
      $2,355,000 from the sale of 235,500 shares of Series B preferred stock). The
      placement agent in connection with such offering received at the initial closing
      warrants to purchase, with a cashless exercise feature, 1,000,000 shares of
      common stock of the Company, exercisable at $.50 per share, as well as (1)
      an
      aggregate of $608,000 sales commissions, (2) $162,000 in non-accountable
      expenses, and (3) 1,060,000 shares of common stock.




23





On
      September 7, 2006, the Company designated 400,000 shares of Series C preferred
      stock, $0.01 par value. The Series C preferred stock is not entitled to receive
      dividends, ranks senior to the common stock, and each share has a $.01 per
      share
      liquidation preference. The terms of the Series C preferred stock provided
      that
      such shares would automatically be converted on a one for ten basis into ten
      shares of common stock of the Company at such time as the Company’s Certificate
      of Incorporation was amended to increase the number of authorized shares of
      common stock. The Company’s Amended and Restated Certificate of Incorporation
      became effective on December 18, 2006, which provided for an increase in the
      number of authorized shares of common stock from 30,000,000 to 100,000,000
      shares. On January 10, 2007, the Series C preferred stock was converted into
      4,000,000 unregistered restricted common shares. The Series C preferred stock
      has no voting rights except as provided by the Delaware General Corporation
      Law.
      As of December 31, 2006, there were 400,000 shares of Series C preferred stock
      authorized, all of which were issued and outstanding. Such shares were issued
      to
      financial advisors of the Company in connection with negotiations with Expert
      System for an exclusive software license agreement.





*Common
      Stock*





Between
      January and July 2006, the Company issued 87,900 shares of unregistered
      restricted common
      stock to a non-employee professional services firm for past investor relations
      services. The Company calculated a fair value of $71,875 for these shares based
      on the value of the shares on the date of issuance and recorded the amount
      as an
      administrative expense as of December 31, 2006.





Between
      April and December 2006, the Company sold the placement agent 537,500 shares
      of unregistered
      restricted common
      stock at a price of $.001 per share in connection with the agent’s placement of
      shares of the Company’s Series A preferred stock. The shares issued to the
      placement agent were in accordance with the offering agreement. The Company
      recorded the amount as a direct offering cost.





In
      April,
      2006, the Company issued 60,000 shares of unregistered
      restricted common
      stock as additional interest to a note holder, with a fair market value of
      $68,400 on the date of issuance. The value was recorded as debt discount and
      amortized over the life of the debt. As of December 31, 2006 the discount was
      fully amortized.





In
      April,
      2006, the Company issued 200,000 shares of unregistered
      restricted common
      stock to the Company’s Chief Executive Officer as a bonus valued at $208,000,
      the fair market value on the date of issuance. The Company recorded the entire
      amount as employee compensation in the second quarter of fiscal
      2006.




24





In
      August, 2006, the Company sold the placement agent 522,500 shares of unregistered
      restricted common
      stock at a price of $.001 per share in connection with the agent’s placement of
      shares of Series A preferred stock. On July 20, 2006, a supplement to the
      private placement memorandum provided for, among other things, a re-pricing
      of
      the offering and the compensation to be paid in shares to the placement agent.
      The additional shares issued to the placement agent were in accordance with
      the
      restructured offering. The Company recorded the amount as a direct offering
      cost.





In
      August, 2006, the Company issued 150,000 shares of unregistered
      restricted common
      stock to a vendor in lieu of payment for services provided. The Company
      determined a value for the shares of $48,000 based on the fair market value
      of
      the stock at the time the services were performed. The Company recorded the
      entire amount as general and administrative expense in the third quarter of
      fiscal 2006.





In
      August, 2006, the Company sold to various financial advisors an aggregate
      1,000,000 shares of unregistered
      restricted common
      stock at a price of $.001 per share as compensation for services rendered in
      connection with negotiations with Expert System S.p.A. **** The
      Company determined a value for the shares of $300,000, with $299,000 recorded
      as
      professional fees **** and
      $1,000 recorded as a subscription receivable in the third quarter of fiscal
      2006. The subscription receivable was offset as an administrative expense due
      to
      reimbursable costs incurred by the financial advisors as of December 31, 2006.




In
      September, 2006, the Company issued an aggregate 470,375 shares of unregistered
      restricted common
      stock to certain stockholders in accordance with a lock-up agreement entered
      into by such stockholders with the Company. Holders of shares of common stock
      of
      the Company who agreed not to sell their common shares until three months after
      the effective date of the registration statement covering the underlying shares
      of the July 20, 2006 amended preferred stock offering were given a 5% stock
      fee
      as compensation. The Company determined a value for the shares of $371,596
      based
      on the fair market value of the stock upon issuance of the stock fee. The
      Company recorded the entire amount as general and administrative expense in
      the
      third quarter of fiscal 2006.





*Options
      and Warrants*





Between
      April and December 2006, the Company issued warrants in accordance with the
      Series A and Series B preferred stock offering. The Series A holders received
      3,625,000 warrants to purchase the Company’s common stock, exercisable for a
      period of three years at a price of $1.00 per share. The Series B holders
      received 4,710,000 warrants to purchase the Company’s common stock, exercisable
      for a period of three years at a price of $0.50 per share. The placement agent
      in connection with such offering received warrants to purchase, with a cashless
      exercise feature, 1,000,000 shares of common stock of the Company, exercisable
      at $.50 per share.





In
      March,
      2006, the Company issued 52,500 common stock warrants to a note holder with
      an
      exercise price of $2.00 per share for financing fees on $350,000 of notes
      expiring in five years. The Company recorded the fair market value of the
      warrants based on the fair value of the warrants estimated on the date of grant
      using the Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2006: dividend yield of zero, expected volatility
      of 172%, risk-free interest rates of 4.50%, and expected lives of five years.
      The Company recorded $108,622 in financing fees in the first quarter of fiscal
      2006.




25




In
      July,
      2006, the Company issued 200,000 common stock warrants to a vendor with an
      exercise price of $0.50 per share for past services rendered. The Company
      recorded the fair market value of the warrants based on the fair value of each
      warrant estimated on the date of grant using the Black-Scholes option pricing
      model with the following weighted average assumptions used for grants in 2006:
      dividend yield of zero, expected volatility of 219%, risk-free interest rates
      of
      4.84%, and expected lives of five years. The Company recorded a $69,000
      professional fee expense in the third quarter of fiscal 2006.





In
      August, 2006, the Company issued warrants to purchase 200,000 shares of common
      stock to a vendor with an exercise price of $0.50 per share in
      partial consideration for the vendor’s agreement to act as the Company’s public/investor
      relations representative for a term of one year. The warrants vest with respect
      to 100,000 shares three months after the date of grant and with respect to
      the
      second 100,000 shares six months after the date of grant. The Company recorded
      the fair market value of the 183,333 vested warrants based on the fair value
      of
      each warrant estimated on the date of grant using the Black-Scholes option
      pricing model with the following weighted average assumptions used for grants
      in
      2006: dividend yield of zero, expected volatility of 219%, risk-free interest
      rates of 4.84%, and expected lives of five years. The Company recorded $21,000
      and $37,000 in general and administrative expense for the fiscal 2006 third
      and
      fourth quarters, respectively.





The
      securities described above were offered without registration under the
      Securities Act of 1933, as amended (the “Securities Act”), or state securities
      laws, in reliance on the exemptions provided by Sections 4(2) and 4(6) of the
      Securities Act, Rule 506 of Regulation D promulgated thereunder and Regulation
      S
      promulgated thereunder and in reliance on similar exemptions under applicable
      state laws. The facts relied upon to make the exemption available in certain
      cases were those provided to the Company by the accredited investors in their
      subscription agreements. Except as otherwise indicated, there was no underwriter
      or placement agent compensation in these transactions.




**Repurchases
      by Issuer and Affiliated Purchasers**





There
      were no purchases made by or on behalf of the Company or any affiliated
      purchaser of any shares of common stock of the Company during the fourth quarter
      of fiscal year 2006.




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




The
      following discussion of the Company’s financial condition and results of
      operations should be read in conjunction with the Company’s audited ocnsolidated
      financial statements and notes thereto contained in this Annual Report on Form
      10-KSB.




26


**Forward-Looking
      Statements**




Certain
      statements contained in this discussion and analysis that are not related to
      historical facts are “forward-looking statements” within the meaning of the
      Private Securities Litigation Reform Act of 1995. Statements that are predictive
      or that depend upon or refer to future events or conditions, or that include
      words such as “believes,” “anticipates,” “expects,” “intends,” “estimates,”
“plans, ” “hopes,” or similar expressions consitute forward-looking statements.
      In addition, any statements concerning future financial performance (including
      future revenues, earnings or growth rates), ongoing business strategies or
      prospects, or possible future actions by us are also forward-looking
      statements.




These
      forward-looking statements are based on beliefs of our management as well as
      information currently available to the Company and are subject to certain risks
      and uncertainties that could cause actual results to differ materially from
      historical results or those anticipated or implied by such forward-looking
      statements. These risks are described more fully under the caption “Risk
      Factors” herein and include our ability to raise capital; our ability to settle
      litigation; our ability to retain key employees; economic conditions; technology
      advances in the moble search field; demand and market acceptance risks for
      new
      and existing technologies, and mobile information content services; the impact
      of competitive services and pricing; U.S. and international regulatory, trade,
      and tax policies; product development risks, including technological
      difficulties; and foresseable and unforseeable foreign regulatory and
      commercialization factors.




Should
      one or more of such risks or uncertainties materialize or should underlying
      expectations, projections or assumptions prove incorrect, actual results may
      vary materially from those described. Those events and uncertainties are
      difficult to predict accurately and many are beyond our control. We believe
      that
      our expectations with regard to forward-looking statements are based upon
      reasonable assumptions within the bounds of our current business and operational
      knowledge, but we cannot be sure that our actual results or performance will
      conform to any future results or performance expressed or implied by an
      forward-looking statements. We assume no obligation to update these
      forward-looking statements to reflect events or circumstances that occur after
      the date of these statements except as specifically requried by law.
      Accordingly, past results and trends should not be used to anticipate future
      results or trends.




**General**





AskMeNow,
      Inc., formerly Ocean West Holding Corporation, is a holding company and parent
      of InfoByPhone, Inc., a Delaware corporation. InfoByPhone is a communications
      technology company that provides users of handheld cellular devices with access
      to information regardless of location through its AskMeNowTM Service. The service
      is a new mobile information content service that enables users of any mobile
      device, with text messaging/SMS or email capability, to email, or text message
      questions. An answer is then text messaged or emailed back to the consumer’s
      mobile device, usually within a matter of minutes.





The
      Service is accessible virtually anytime and anywhere, through virtually every
      current way that wireless technology allows people to communicate via a mobile
      device. Using proprietary software and proprietary methods, the service has
      the
      research capability to answer information-based questions, including questions
      regarding current news and events, sports scores, historical statistics,
      weather, entertainment, stock quotes and market data, driving directions, travel
      schedules and availabilities, emergency disaster information, comparison
      shopping, restaurant information and reservations, director assistance, and
      random trivia (literature, history, science, etc.). Once information is accessed
      from third party strategic partners, it is refined to a format suitable for
      easy
      reading on the screen of a user’s mobile device and emailed or text messaged
      back to the user.




27





The
      service was launched from beta in November of 2005. The release has been
      directed primarily to cell phone users in the United States and Canada. We
      currently generate fees from user inquiries. In the future, we expect to
      generate revenues through fees generated from advertisers utilizing our ad
      space
      to promote products and by charging customers that ask questions that are not
      able to be asked in our templated formats. We also expect to generate revenue
      from affiliate partnerships that provide our customers with the opportunity
      to
      purchase ring tones, wallpaper, games and other items.





**Reverse
      Merger**





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




**Critical
      Accounting Policies**




We
      have
      identified the policies outlined below as critical to our business operations
      and an understanding of our results of operations. The list is not intended
      to
      be a comprehensive list of all of our accounting policies, many of which are
      described in greater detail in the notes to the consolidated financial
      statements included herewith. In many cases, the accounting treatment of a
      particular transaction is specifically dictated by accounting principles
      generally accepted in the United States, with no need for management’s judgment
      in their application. The impact and any associated risks related to these
      policies on our business operations is discussed throughout Management’s
      Discussion and Analysis or Plan of Operation where such policies affect our
      reported and expected financial results. Note that our preparation of the
      financial statements requires us to make estimates and assumptions that affect
      the reported amount of assets and liabilities, disclosure of contingent assets
      and liabilities at the date of our financial statements, and the reported
      amounts of revenue and expenses during the reporting period. There can be no
      assurance that actual results will not differ from those estimates.




*Revenue
      Recognition.* We
      currently provide two platforms for asking questions: SMS/text messaging and
      through a downloaded application. Users are charged on a monthly or per question
      basis but are not charged for the downloaded application. The
      Company recognizes revenue for all submitted questions at the time of the
      inquiry, regardless of the method used to submit the question. For advertising
      space sold, the Company will recognize revenue over the period the advertisement
      is displayed. The
      Company recognizes revenue when persuasive evidence of an arrangement exists,
      delivery has occurred, the sales price is fixed or determinable, and
      collectibility is probable.




28





*Research
      and Development.* Research
      and development expenses include payroll, employee benefits, and costs
      associated with product development. The Company has determined that
      technological feasibility for its software products is reached shortly before
      the products are released. Costs incurred after technological feasibility is
      established are not material, and accordingly, all research and development
      costs are expensed when incurred.





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





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





For
      a
      more detailed discussion, see Note 2 - Summary of Significant Accounting
      Policies in the Notes to our Consolidated Financial Statements included
      herewith.




**Results
      of Operations**




**Fiscal
      Year Ended December 31, 2006 as compared to Fiscal Year Ended December 31,
      2005**




**Revenue**





Revenues
      for the fiscal year ended December 31, 2006 were $27,846, an increase of
      $17,003, or 157%, over revenues of $10,838 for the year ended December 31,
      2005.





The
      increase in our sales was due to the Company rolling out its AskMeNow service
      on
      a per use basis to new subscribers of SMS service during the fiscal year ended
      2006. During the year ended December 31, 2006, the Company also generated
      revenue from ESPN cellular and other customers on a per use basis, although
      the
      Company has been notified that ESPN terminated their mobile service as of
      December 31, 2006. The potential impact from the loss of the ESPN revenue
      approximates $13,600 based on the revenue received in fiscal 2006. Despite
      this
      development the Company expects sales to increase as the service is deployed
      with Rogers Wireless and a rollout of our SMS product occurs on a national
      scale. In addition, the Company anticipates an increase in sales in the United
      States as it expands its current marketing program during 2007.




29





Revenues
      for the year 2005 were $10,838, an increase of $7,990, or 281%, over revenues
      of
      $2,848 for the period January 7, 2004 (Inception) to December 31, 2004. The
      increase in our sales was due to the Company rolling out its AskMeNow service
      on
      a subscription basis in its mobile services division.





**Costs
      and Operating Expenses**





*Cost
      of Revenue*





Cost
      of
      revenue for the year ended December 31, 2006 amounted to $1,679,307, an increase
      of $726,942 or 76%, over cost of revenue of $952,365 for the same period ended
      December 31, 2005. The increase relates primarily to an increase in payroll
      costs incurred by the Company as it implemented its mobile services. The Company
      expects to continue to incur significant costs in its mobile services division
      as it continues to expand its services offering. Most of the costs are derived
      from its call center in the Philippines and fixed amounts paid to third-party
      content providers.





Cost
      of
      revenue for 2005 amounted to $952,365, an increase of $877,431, or 1,171% over
      the period January 7, 2004 (Inception) to December 31, 2004. The Company has
      incurred significant costs in its mobile services division as it implements
      its
      services. Most of the costs are derived from its call center in the Philippines
      and amounts paid to third party content providers.





*Research
      and Development*





For
      the
      year ended December 31, 2006, our research and development expenditures were
      $222,008, a decrease of $116,993, or 35%, over research and development expenses
      of $338,998 for the same period ended December 31, 2005. This decrease was
      primarily the result of a reduction in payroll expenses for product development
      activities as the Company worked to deploy its SMS product on a national scale.
      The Company expects to incur additional research and development expenses as
      it
      enhances its services and features.





In
      2005,
      our research and development expenses were $338,998, an increase of $305,966,
      or
      926%, over expenses of $33,032 for the period January 7, 2004 (Inception) to
      December 31, 2004. This increase was a result of the Company's continued
      development of its services and products in its mobile services
      division.





*General
      and Administrative*





General
      and administrative expenses for the ended December 31, 2006 amounted to
      $2,906,843, an increase of $370,863, or 15%, over general and administrative
      expenses of $2,535,980 for the year ended December 31, 2005. The increase
      primarily resulted from $371,596 of shareholder lockup fees paid in the form
      of
      shares of common stock. In addition, for the year ended 2005, the Company
      reclassified $1,582,275 in stock compensation expenses paid to various financial
      and investor relations consultants as general and administrative expense.
      Without the effect of this change, the 2006 amount would have resulted in an
      increase of $1,953,138, or 205%, over the originally recorded amount of $953,705
      for fiscal year 2005. During 2006, the Company added additional employees and
      incurred increased rent, travel, and office expenses as it implemented its
      business plan. The Company’s significant general and administrative costs are
      for travel costs, consulting fees, insurance premiums, facilities and office
      expenses, public and/or investor relations services, marketing-related costs,
      and amortization/depreciation charges.




30




General
      and administrative costs, before an adjustment for the above reclassification,
      increased to $953,705 for the year ended December 31, 2005, an increase of
      $673,778, or 241% compared to $279,927 for the period January 7, 2004
      (Inception) to December 31, 2004. The Company incurred these additional expenses
      as it implemented the rollout of its business plan in its mobile services
      division during fiscal 2005.





*Professional
      Fees*





Professional
      fees for the year ended December 31, 2006 were $2,622,590, an increase of
      $1,971,823, or 303%, over professional fees of $650,767 for the year ended
      December 31, 2005. The increase is in part related to a financial advisory
      fee
      of $1,450,000 paid through the issuance of common stock and preferred stock,
      and
      in part to an overall increase in financings, SEC filings, and agreements
      negotiated during the year ended December 31, 2006. Professional fees consist
      of
      legal and accounting fees associated with the Company’s SEC reporting
      obligations and attorney fees associated with various contracts and agreements
      prepared on behalf of the Company.





Professional
      fees increased $522,922, or 409%, to $650,767 for the year ended December 31,
      2005, as compared to $127,845 for the period January 7, 2004 (Inception) to
      December 31, 2004. The increased professional fees generally related to legal
      and accounting costs associated with the Company's reverse merger transaction
      and SEC reporting obligations.





*Salaries
      and Compensation*





Salaries
      and compensation expense during the year ended December 31, 2006 increased
      by
      $3,643,222 to $3,947,217, or 1,200%, over expenses of $303,995 for the same
      period ended December 31, 2005. This increase is primarily related to the
      $2,453,523 of compensation expense taken pursuant to SFAS No. 123(R) for
      employee stock option plan and other officer and director compensation. Due
      to a
      change in accounting treatment under SFAS No. 123(R), the Company was required
      to record the employee stock compensation over the period in which the employees
      are required to provide services. In addition, in anticipation of increased
      operations, the Company hired several new executives, as well as expanded
      Philippines call center operations, both of which contributed to the overall
      increase in payroll costs during the fiscal year ended December 31,
      2006.




31





Payroll
      expense increased $105,130, or 53%, to $303,995 for the year ended December
      31,
      2005, as compared to $198,865 for the period January 7, 2004 (Inception) to
      December 31, 2004. The Company had begun to staff up its operations during
      fiscal 2005 in anticipation of increased operations in its mobile services
      division.





**Other
      Income / Expense**





*Derivative
      Warrant Expense*





The
      derivative warrant expense during the year ended December 31, 2006 was
      $1,004,571, compared to $0 during the year ended December 31, 2005. This expense
      is the result of insufficient authorized shares being available for delivery
      under existing commitments to convertible preferred shareholders, warrant
      holders and stock options holders that were exercisable during the year ended
      December 31, 2006. The Company’s amended and restated Certificate of
      Incorporation became effective on December 18, 2006, which provided for an
      increase in the number of authorized shares of common stock from 30,000,000
      to
      100,000,000 shares. The increase in authorized shares provided the Company
      with
      sufficient authorized and unissued shares to settle any outstanding contracts
      for common shares and, therefore a net loss of $1,004,571 was recorded on the
      re-calculation of the conversion features at December 18, 2006.





*Interest
      Expense*





Interest
      expense during the year ended December 31, 2006 was $206,483, an increase of
      $202,297over interest expense of $4,186 for the year ended December 31, 2005.
      The increase was a result of the interest paid in connection with the Company’s
      bridge loans and included the issuance of warrants and common stock as interest
      paid.





Interest
      expense increased to $4,186 for the year ended December 31, 2005, as compared
      to
      $0 for the period January 7, 2004 (Inception) to December 31, 2004. Interest
      expense increased primarily as a result of the debt associated with a bridge
      loan that was repaid during 2005.





**Discontinued
      Operations**





We
      incurred a net loss from discontinued operations in the year ended December
      31,
      2005 of $4,044,267, resulting primarily from impairment of goodwill of
      $6,338,357 and a loss of $906,787 from June 6, 2005 to December 30, 2005, which
      were offset in part from a gain of $3,200,877 on the sale of a subsidiary.
      The
      Company did not record any loss from discontinued operations for the fiscal
      year
      ended December 31, 2006.





**Income
      Taxes**





The
      income tax expense during the year ended December 31, 2006 was $12,832, compared
      to $0 during the year ended December 31, 2005. This expense is the result of
      a
      deferred foreign tax accrued on behalf of the Company’s Philippine
      subsidiary.




32





**Net
      Loss**





The
      net
      loss for the year ended December 31, 2006 before discontinued operations and
      taxes totaled $12,561,170, compared with $4,775,453 for the same period in
      2005,
      an increase of $7,785,717 or 163%. The increase resulted primarily from the
      non-cash charges for derivative warrant expense as well as other non-cash stock,
      warrants and options which were issued for services. The net loss applicable
      to
      common shareholders for the year ended December 31, 2006 was $12,574,002, or
      $0.46 per share, on 27,228,935 weighted average common shares outstanding.
      This
      compared with the net loss applicable to common shareholders for the year ended
      December 31, 2005 of $8,819,720, or $0.59 per share, on 15,028,793 weighted
      average common shares outstanding.





**Liquidity
      and Capital Resources**





Product
      development, the national rollout of our SMS product, initial sales, financial
      advisors, expansion of service offerings, call center operational staffing
      in
      the Philippines, and administrative and executive personnel are and will
      continue to be the principal basis for our cash requirements. We have provided
      operating funds for the business since its inception through private offerings
      of debt and equity to U.S. accredited and foreign investors. We will be required
      to make additional offerings in the future to support the operations of the
      business until our products and services reach profitability and are fully
      introduced into the market. We used $5,241,050 and $2,042,741 for the years
      ended December 31, 2006 and 2005, respectively, in operating
      activities.





We
      were
      able to raise $5,209,796 in net proceeds from the sale of convertible preferred
      stock during the year ended December 31, 2006, compared to $3,502,033 from
      the
      sale of common stock for the same period in 2005. The proceeds of the preferred
      stock and common stock offerings were used to continue product development,
      introduce the product into the market, and pay current operational expenses.





The
      Company’s plans for additional capital include the possibility of raising
      convertible equity or debt in order to continue the funding of operations until
      such operations provide a positive cash flow. Between January 1, 2006 and
      February 26, 2007, the Company raised an aggregate $725,000 in subscriptions
      for
      72,500 additional shares of Series B preferred stock. The Company paid $99,000
      in placement fees and issued 140,000 shares of common stock to the placement
      agent in connection with such sales of preferred stock. As of February 27,
      2007
      this offering was closed to any new funding.





Beginning
      in February, 2007, the Company commenced a bridge loan offering of up to $3
      million principal amount of 12% Senior Promissory Notes due and payable 90
      days
      from the date of issuance unless extended by the Company for up to an additional
      90 days. The Company will issue warrants to purchase four shares of common
      stock
      for every $1.00 principal amount of notes issued. As of April 9, 2007, the
      Company had borrowed $375,000 and issued warrants to purchase 750,000 shares
      of
      common stock. The
      Company paid $12,250 in placement fees in connection with such issuance of
      bridge notes.




33





At
      December 31, 2006, the Company had $61,279 cash on hand, a decrease of $98,343,
      or 62% compared to $159,622 as of December 31, 2005. This cash position results
      from our loss from operations and our inability to raise sufficient new capital,
      due in part to unfavorable financial market conditions for small mobile content
      search companies such as ours. We were unable to raise sufficient funds during
      the 2006 fiscal year to maintain adequate cash reserves and to meet the ongoing
      operational needs of the business.





We
      incurred approximately $20,036 and $241,651 in capital expenditures for the
      years ended December 31, 2006 and 2005, respectively. Capital expenditures
      are
      defined as disbursements for computer equipment, office furniture and leasehold
      improvements with a purchase price in excess of $1,000 per item and a useful
      life in excess of one year. The decrease in expenditures was due to a
      conservation of capital and the adequate supply of capital items within the
      Company. To the extent available, we intend to use approximately $150,000 of
      our
      financing proceeds for additional computer equipment, servers and office
      furnishings as our market expansion continues and additional staffing is
      required.





In
      addition, the Company announced on April 12, 2007 that it had entered into
      a
      letter of intent to acquire 100% of the capital stock of Expert System S.p.A.
      The transaction is subject to the Company obtaining required financing for
      the
      combined entity, audited financial statements, execution of employment
      agreements with management, necessary due diligence, the execution of a
      definitive acquisition agreement, third party and governmental consents and
      other customary closing conditions. This acquisition is contemplated to close
      within the next three to four months, so long as the funding is in place to
      meet
      the terms of the letter of intent. The Company’s plans for satisfying the terms
      of the financing required and funding operations include the possibility of
      offering convertible equity or debt, as well as the issuance of shares of common
      stock. The Company’s funding requirements and the ability to obtain such funding
      are continuously subject to uncertain financial market conditions for an
      early-stage company as well as uncertain geo-political and global economic
      conditions.





We
      incurred $150,000 in the purchase of a software license and services agreement
      with Expert System S.p.A., which grants the Company an exclusive worldwide
      perpetual license (exclusive of Italy) for the mobile communications industry
      to
      use the Cogito® Contact Mobile Product and the Expert System Technology of Text
      Mining for structured and unstructured databases, natural language query and
      answer capability. The Company had previously signed a letter of intent with
      Expert System on August 22, 2006 that summarized the scope of the agreement
      with
      regard to license, service and payment provisions. At the signing of the letter
      of intent, the Company paid $150,000 as a start-up phase initial payment.
      Additional payments required will include payment upon integration of each
      content database with a commitment of at least ten databases in the first 150
      days after signing the agreement. Further, a license fee per single computer
      server is due in twelve monthly installments each commencing the month following
      the installation of the software. The on-going technical support commences
      upon
      integration of the tenth database and requires a per month fee for twelve
      months. Subsequent to completion of the twelve month start-up phase Expert
      will
      receive a percentage of the net revenue through year seven. The term of the
      agreement starts upon the commencement date for installation and continues
      until
      the seventh anniversary date of the conclusion of the start-up phase. The first
      database integration was completed in December 2006 and the fee of $39,000
      was
      accordingly recorded as an expense.




34





Our
      operations have been, and will continue to be, dependent upon management’s
      ability to raise operating capital in the form of equity or debt securities.
      We
      have incurred significant operating losses totaling $22,188,567 since inception
      of the business and the Company estimates that it may require up to $500,000
      per
      month to launch its product through 2007. **** We
      expect
      that on-going operating expenditures will be necessary to successfully implement
      our business plan and develop, manufacture and market our products.
      Specifically, we anticipate that our total operating expenses will continue
      to
      increase in future periods as our sales increase. Included in these anticipated
      increases are salaries and benefits for additional employees, and increased
      marketing and advertising expenses. We also anticipate that our professional
      fees will continue to increase as we seek to raise additional capital. We
      cannot, however, at this time predict the amount of any of these increases.
      Our
      revenues are not expected to be sufficient to fund our operations for the next
      twelve months and we anticipate that we will incur losses for the foreseeable
      future until such time as we can significantly increase our revenues. Because
      of
      the early stage of our business, the highly competitive nature of our industry
      and our lack of sufficient working capital, it is unlikely that we will be
      able
      to increase our revenues in the near future to a level which will sustain our
      operations and enable us to report a profit. There can be no assurance that
      we
      will be able to obtain additional capital to meet our current operating needs
      or
      to complete licenses of technologies. If we are unable to raise sufficient
      adequate additional capital or generate profitable sales revenues, we may be
      forced to substantially curtail product development and other activities, and
      may be forced to cease operations. These factors as well as our net loss to
      date
      and net cash used in operations raise substantial doubt about our ability to
      continue as a going concern. The report of our independent registered public
      accounting firm on our consolidated financial statements as of December 31,
      2006
      contains an explanatory paragraph expressing uncertainty with respect to our
      ability to continue as a going concern as a result of our net losses, working
      capital deficiency, stockholders’ deficiency and cash used in operations.




**Off-Balance
      Sheet Arrangements**





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




**RISK
      FACTORS**




***You
      should carefully consider the following risk factors in evaluating our business.
      There are a number of risk factors that could cause our actual results to differ
      materially from those that are indicated by forward-looking statements. Some
      of
      the risks described relate principally to our business and the industry in
      which
      we operate. Others relate principally to the securities market and ownership
      of
      our common stock. The risks and uncertainties described below are not the only
      ones facing us. Additional risks and uncertainties that we are unaware of,
      or
      that we currently deem immaterial, also may become important factors that affect
      us. If any of the following risks occur, our business, financial condition
      or
      results of operations could be materially and adversely affected. You should
      also consider the other information included in this Annual Report on
      Form 10-KSB for the fiscal year ended December 31,
      2006.***




35




**RISKS
      RELATING TO THE COMPANY**





***Qualified
      financial statements question the Company’s ability to continue in business.***





The
      Company’s independent registered public accounting firm issued a unqualified
      report with an explanatory paragraph on the Company’s audited financial
      statements as of and for the year ended December 31, 2006. Their report raised
      substantial doubt about the Company’s ability to continue as a going concern. In
      addition, Note 13 of our Notes to Consolidated Financial Statements for the
      year
      ended December 31, 2006 states that the Company’s continued existence is
      dependent upon its ability to raise capital and successfully market and sell
      its
      products. We have had an extensive history of losses and may continue to incur
      losses as we pursue our business model. See “Report of Independent Registered
      Public Accounting Firm” and Note 13 of Notes to Consolidated Financial
      Statements.





***AskMeNow
      has only limited revenue to date and is dependent on a single
      product.***





AskMeNow
      currently offers only one product, the AskMeNowTM service, and anticipates that
      this product will account for substantially all of the Company’s revenues, if
      any, for the foreseeable future. All of the proceeds of our July 2005 offering
      were used to launch and commercialize our AskMeNow service and the proceeds
      of
      our 2006-2007 preferred stock offering were also used to commercialize our
      product. Therefore, the prospects for our initial services are entirely
      dependent upon the future performance of a single product and a single business.
      We do not have the resources to re-introduce our product or to diversify our
      business if our initial product launch is unsuccessful.





***We
      were recently organized and have a limited operating
      history.***





AskMeNow
      organized its first operating company in January 2004, completed our reverse
      merger and became a public reporting company in June 2005, and has a limited
      operating history upon which we can accurately forecast future sales. You
      should, therefore, consider us subject to all of the business risks associated
      with a new business. The likelihood of our success must be considered in light
      of the expenses, difficulties and delays frequently encountered in connection
      with the formation and initial operations of a new and unproven
      business.





***The
      loss of our CEO’s services or the departure of key personnel could have a
      detrimental effect on the Company.***





Our
      success depends on identifying, hiring, training, and retaining qualified
      professionals. If a significant number of our current employees or any of our
      senior managers resign, we may be unable to complete or retain existing projects
      or bid for new projects of similar scope and revenue. The Company’s success is
      highly dependent on the retention of existing management and technical
      personnel, particularly Darryl Cohen, the Company's President, Chief Executive
      Officer and sole executive officer. **** Although
      the Company has entered into a three-year employment agreement with Mr. Cohen,
      at this stage in the Company’s history, the loss or unavailability of his
      services could seriously impede its ability to complete the development of
      the
      AskMeNow service. Stockholders could lose a substantial portion of their
      investment, if not their entire investment if the Company was to lose the
      services of Darryl Cohen for any extended period of time.




36





We
      require work for hire agreements with substantially all of our technical and
      professional employees. The invention and confidentiality provisions contained
      in the work for hire agreements may not be enforced by a court if the Company
      were to seek to enforce its rights under these provisions. Even if we retain
      our
      current employees, our management must continually recruit talented
      professionals for our business to grow. These professionals must have skills
      in
      software development, business strategy, marketing, branding, technology, and
      creative design. We compete intensely for qualified personnel with other
      companies. If we cannot attract, motivate, and retain qualified professionals,
      our business and results of operations will be materially and adversely
      affected. The Company also risks being unable to timely attract the highly
      skilled, experienced and motivated employees necessary to execute its business
      strategy.





***If
      we cannot establish sufficient usage of the AskMeNow service among cell phone
      and hand-held device users, our business will fail.***





We
      will
      be successful only if a significant number of cell phone and hand-held device
      users adopt our service as a method of making inquiries over their cell phones
      and hand-held devices. Cell phone and hand-held device users have a variety
      of
      other search techniques, including other search engines and subject-matter
      directories, available to them to obtain information. It is difficult to predict
      the rate at which users will sample our services and the extent to which they
      will adopt them as their search technology. Even in the case of repeat users,
      it
      is difficult to know whether they return to our service because they are
      satisfied with our offerings or because they are dissatisfied with the
      alternatives. At any time, users of our services might revert to prior search
      techniques or choose new search techniques altogether. It is possible that
      sufficient acceptance of our search technologies and services will not occur
      in
      order to maintain our viability, based upon the current alternative options
      available to cell phone users and the potential of cell phone users not having
      any interest in the services we provide.





***Our
      growth will depend on our ability to attract and retain new users through
      effective promotional campaigns.***





We
      believe that favorable consumer and business community perceptions of the
      Company’s brands are essential to our future success. Accordingly, we intend to
      continue pursuing brand-enhancement strategies, which may include mass market
      and multimedia advertising, promotional programs and public relations
      activities. As with any public awareness campaign, we face the risk that our
      expenditures might not lead to the desired result; that is, we might not
      experience any net increase in our brand recognition, brand loyalty or number
      of
      new users. Furthermore, even if such increases occur, they might not be
      sufficiently large to justify the accompanying expenditures. If we are unable
      to
      promote brand awareness and loyalty in a cost-effective manner, it will be
      unlikely that we will attract new users and our existing user base might shrink
      through attrition. We intend to allocate approximately $250,000 in 2007 to
      promotions geared toward increasing customer usage. This assumes we will be
      able
      to raise sufficient capital to pay for these promotions through debt and equity
      financings, combined with revenue generated from advertising sales and
      enterprise licensing fees; however, we may be unable to support this level
      of
      promotion without the required capital.




37





***Our
      success is dependent on our ability to develop and expand our customer base
      and
      expand into new markets and industries.***





Our
      success will depend on our ability to market the AskMeNow service, and to
      continue to develop and introduce new products and professional services that
      keep pace with competitive introductions and technological developments, satisfy
      diverse and evolving customer requirements, and otherwise achieve market
      acceptance. Any failure by us to anticipate or respond adequately to changes
      in
      technology, or any significant delays in our development efforts, could make
      our
      services unmarketable or obsolete. We may not be successful in developing and
      marketing quickly and effectively. In addition, we may not be able to offer
      future versions or upgrades of our products that respond to technological
      advances or new market requirements.





Our
      future success depends on our ability to continue to improve our existing
      products and to develop new products using the latest technology that can
      satisfy customer requirements. We cannot be certain that we will successfully
      complete these enhancements within the necessary time period or that customers
      will accept our new products, or any future products. Our failure to complete
      the enhancement of these products or the failure of our current or future
      products to gain or maintain market acceptance could have a material adverse
      effect on our business, financial condition and results of operations.





***Our
      future success will depend on our ability to respond to the rapid technological
      change in the markets in which we compete.***





The
      market for the AskMeNow service is characterized by rapid technological
      developments and frequent new product introductions, enhancements and
      modifications. Our success will depend in large part on our ability to develop
      new technologies that anticipate changing customer requirements. We may need
      to
      make substantial capital expenditures and incur significant research and
      development costs to develop and introduce new products and enhancements. If
      we
      fail to timely develop and introduce new technologies, our business, financial
      condition and results of operations would be adversely affected.





***If
      we cannot obtain additional financing we may have to delay or suspend our
      operations.***





As
      of
      January 1, 2006, the Company had limited cash on hand. Since then, additional
      financing has been needed to ensure our ability to fund our operations. The
      Company has received interim loans aggregating approximately $927,500, all
      but
      approximately $102,000 of which has been repaid as of December 31, 2006. On
      February 27, 2007, the Company completed its private offering of preferred
      stock, which had commenced on March 21, 2006, and pursuant to which the Company
      received total gross proceeds of $5,980,000 and total net proceeds of
      $5,209,796. The Company used all of such proceeds to implement its business
      plan
      and is in the business of seeking additional financing.




38





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





Any
      additional equity financing may be dilutive to stockholders, and any debt
      financing, if available, may involve restrictions on the Company's ability
      to
      pay dividends on its capital stock or the manner in which the Company conducts
      its business. The inability to obtain sufficient funds may require the Company
      to delay or suspend its operations.





***The
      Company is dependent on third-party providers and
      consultants.***





The
      Company relies on a number of third-party providers to obtain information
      necessary to answer queries posed by users, deliver advertisements, and build
      applications for the AskMeNow service. The Company has obtained agreements
      from
      the parties whom the Company deems necessary; however, the Company does not
      have
      agreements with every such party, and the agreements it does have may be
      terminated and may therefore deny AskMeNow access to certain providers. Should
      the Company be unable to enter into satisfactory arrangements with these parties
      or in the event of the failure of any third-party supplier, consultant, or
      other
      provider to timely perform their obligations or commitments, the AskMeNow
      service would be unable to operate in an efficient manner which could result
      in
      the loss of customers or a curtailment of its operations. Our content providers
      are either paid a small monthly fee for access to content, ranging from $1,000
      -
      $2,000 per month, or are free with a revenue share based upon advertising
      revenue. We have signed contracts with advertising promoters that are primarily
      revenue sharing agreements based upon volume and other factors. We have had
      relationships with consultants that provide technology assistance; such
      consultants are paid by either a prearranged fee for specific work or are paid
      by the hour.





***The
      operating performance of computer systems and cell phone provider infrastructure
      is critical to our business and reputation.***





Any
      system failure, including network, software or hardware failure due to a
      computer virus or otherwise, that causes an interruption in our service or
      a
      decrease in our responsiveness could result in reduced cell phone and hand-held
      user traffic and reduced revenues for our business. In addition, any disruption
      to our customers’ use of our service due to problems with cell-phone or
      hand-held networks may result in a reduction in the use of our service, which
      would decrease our revenues.





***Our
      international operations expose us to additional risks and additional
      international expansion efforts might lose money.***





Our
      main
      facility for the AskMeNow service is located in the Philippine Islands. We
      employ most of our full time employees in the Philippines and we intend to
      increase the size of that staff to handle increased volume of inquiries. Our
      foreign operations are subject to various risks associated with international
      operations, including:





·
            the
                impact of business cycles and downturns in foreign economies;




39




·
            political
                and economic instability and armed conflicts;




·
            longer
                payment cycles and greater difficulty in accounts receivable collections;




·
            time
                and resources required to comply with foreign regulatory requirements;




·
            unexpected
                changes in regulatory requirements;




·
            difficulties
                and costs of staffing and managing foreign operations;




·
            potential
                tax liabilities if our transfer-pricing practices are successfully
                challenged by the tax authorities of the nations in which we operate;




·
            reduced
                protection for intellectual property rights in some countries;




·
            unanticipated
                tax costs associated with the cross-border use of intangible assets;




·
            fluctuations
                in currency exchange rates;




·
            difficulty
                in maintaining effective communications with employees and customers
                due
                to distance, language and cultural barriers;
                and




·
            competition
                in international markets from a broad range of competitors.




***Existing
      or new competitors may develop competing or superior
      technologies.***





We
      have
      developed and are continuing to develop our AskMeNow service. The Company is
      aware of several similar products that will likely compete with the AskMeNow
      service. Larger companies such as Google have the capital, technology,
      personnel, and marketing strength to support their existing products and develop
      new products to compete with the AskMeNow service. It is possible that competing
      services will emerge that may be superior and/or less expensive than the
      Company’s AskMeNow service, or that similar technologies may render the AskMeNow
      service obsolete or uncompetitive and prevent the Company from achieving or
      sustaining profitable operations.





All
      of
      these factors result in greater challenges from our existing competitors as
      well
      as increasing competition from new competitors and require us to continue to
      invest in, and focus on, research and development and new product innovation.
      Therefore, we may not be able to compete effectively in the future, which would
      have a material adverse effect on our business, financial condition and results
      of operations





***If
      the protection of our intellectual property is inadequate, our competitors
      may
      gain access to our content and technology.***





We
      seek
      to develop and maintain the proprietary aspects of our products and technology.
      To protect our proprietary content and technology, we rely primarily on a
      combination of contractual provisions, confidentiality procedures, trade
      secrets, and patent, copyright, and trademark laws. Despite our efforts to
      protect our proprietary rights, unauthorized parties may attempt to copy aspects
      of our products and intellectual property or to obtain and use information
      that
      we regard as proprietary. We will seek to avoid disclosure of our trade secrets
      through a number of means including, but not limited to, requiring those persons
      with access to our proprietary information to execute work for hire agreements
      and restricting access to our source codes. We seek to protect our software,
      documentation, and other written materials under trade secret and copyright
      laws, which afford only limited protection. We do not currently have patents
      for
      proprietary products or technologies, and other parties may have dominating
      patent claims **.** However,
      we have applied for patent protection for two different areas of our
      processes.




40





Other
      parties may have patent rights relating to the same subject matter covered
      by
      our products or technologies, enabling them to prevent us from operating without
      obtaining a license and paying royalties. The validity and enforceability of
      our
      proprietary technology, if any, may also be affected by future legislative
      actions or judicial decisions. We have received no trademark registrations,
      and
      may not receive any. Potential trademarks may not provide us with any
      competitive advantages. None of our trademarks may be registrable, and other
      parties may have priority of use of such trademarks or variants thereof.
      Policing unauthorized use of our products is difficult, and while we are unable
      to determine the extent to which piracy of our intellectual property exits,
      piracy can be expected to be a persistent problem. In addition, the laws and
      enforcement mechanisms of some foreign countries do not protect our proprietary
      rights as much as do the laws of the United States. Our means of protecting
      our
      proprietary rights may not be adequate and our competitors may independently
      develop similar technology, duplicate our products or design around patents
      issued to us or our content or other intellectual property.





Any
      claims, with or without merit, could be time-consuming, result in costly
      litigation, cause delays in implementation of our services or require us to
      enter into license agreements. Licenses, if required, may not be available
      on
      terms acceptable to us, the absence of which could seriously harm our
      business.





***We
      may need to change our AskMeNow name if we are infringing upon a prior
      trademark.***





The
      trademark of our AskMeNow name may not be registrable, as two other parties,
      to
      date, have asserted a priority of use of their marks. In this regard, the
      Company has been advised by two different companies that its AskMeNow name
      is
      infringing upon their service mark and trademark although no legal proceedings
      have been commenced. Although the Company believes that the names are different
      and the services provided are readily distinguishable, it may be forced to
      change its AskMeNow name. In such event, the Company will incur significant
      time
      and expense to change its name. It is possible that a change in name will cause
      significant harm to our company in branding that may have been created and
      by
      the difficulty in recreating a new brand under a different name. Stockholders
      may suffer adverse consequences in their investment as a result of any trademark
      infringement.





***A
      breach of our security could damage our reputation and deter customers from
      using our services.*** ****





We
      attempt to protect our computer systems and network from physical break-ins,
      security breaches and other disruptive problems caused by the Internet or other
      users. Computer break-ins could jeopardize the security of information stored
      in
      and transmitted through our computer systems and network, which could reduce
      our
      ability to retain or attract customers, damage our reputation or subject us
      to
      litigation. We could be subject to denial of service, vandalism and other
      attacks on our systems by cell phone hackers. Although we intend to continue
      to
      implement security technology and establish operational procedures to prevent
      break-ins, damage and failures, these security measures might fail. Our
      insurance coverage might be insufficient to cover losses that result from such
      events.




41





***In
      order to obtain market acceptance, we will need to expand our operations and
      we
      may not effectively manage any future growth*** **.**





As
      of
      April 9, 2007, we employed 12 persons in the U.S., including members of
      management, and approximately 100 in the Philippines. In the event our products
      and services obtain market acceptance, we will need to increase staffing and
      effectively train, motivate and manage our employees. We will need to scale
      up
      our operations in order to service our customers; however, there is significant
      risk due to these factors that may preclude us from ever operating profitably.
      If our systems, procedures, and controls are inadequate to support our
      operations, our expansion would be halted, and we could lose our opportunity
      to
      gain significant market share. Any inability to manage growth effectively would
      have a material adverse effect on our business, results of operations, and
      financial condition. In order to achieve and manage growth effectively, we
      must
      continue to improve and expand our operational and financial management
      capabilities. Failure to manage growth effectively could harm the Company’s
      business, financial condition, or results of operations.





A
      key
      part of our strategy is to grow, which may strain our resources, and we may
      not
      be able to manage our growth effectively. To manage future growth, we will
      be
      required to expand our management team and hire additional technical and skilled
      personnel, which we may not be able to do effectively. Our anticipated future
      growth in our operations will place a significant strain on our management
      systems and resources. We plan to add to our sales and marketing, customer
      support, and product development personnel. If we grow, we also will be required
      to continue to improve our operational and financial systems, procedures, and
      controls and expand, train, retain, and manage our employee base. Our future
      performance may also depend on the effective integration of acquired businesses.
      This integration, even if successful, may take a significant period of time
      and
      expense, and may place a significant strain on our resources.





***Government
      regulation and legal uncertainties could harm our
      business.*** ****





Any
      new
      law or regulation pertaining to the cell phone usage and cell phone add-on
      services or the application or interpretation of existing laws could decrease
      the demand for our services, increase our cost of doing business or otherwise
      seriously harm our business. There is, and will likely continue to be, an
      increasing number of laws and regulations pertaining to the usage and cell
      phone
      add-on services. These laws or regulations may relate to liability for
      information retrieved from or transmitted over the cell phone, online content
      regulation, user privacy, taxation and the quality of products and services.
      Furthermore, the growth and development of electronic commerce may prompt calls
      for more stringent consumer protection laws that may impose additional burdens
      on electronic commerce companies as well as companies like us that provide
      electronic commerce services.




42





We
      file
      tax returns in such states as required by law based on principles applicable
      to
      traditional businesses. However, one or more states could seek to impose
      additional income tax obligations or sales tax collection obligations on
      out-of-state companies, such as ours, which engage in or facilitate electronic
      commerce. A number of proposals have been made at state and local levels that
      could impose such taxes on the sale of products and services through the cell
      phone or the income derived from such sales. Such proposals, if adopted, could
      substantially impair the growth of electronic commerce and seriously harm our
      profitability.





Legislation
      limiting the ability of the states to impose taxes on cell phone-based
      transactions was enacted by Congress. Legislation imposing a three-year
      moratorium on certain state taxes on electronic commerce transactions, known
      as
      the Internet Tax Freedom Act, was enacted by Congress in 1998, and subsequently
      extended to October 31, 2007. The moratorium applies to multiple or
      discriminatory taxes on electronic commerce, except for those in effect on
      the
      date of legislative enactment in 1998. It is unclear what action, if any,
      Congress might take next with respect to state taxation of electronic commerce
      and its failure to renew the current moratorium would allow states to impose
      new
      taxes on electronic and cell-phone based commerce. The imposition of such taxes
      on services such as ours could impair the growth of the electronic commerce
      marketplace and impair our ability to remain profitable.





In
      addition, we are not certain how our business might be affected by the
      application to cell phone commerce of existing laws governing issues such as
      property ownership, copyrights, encryption and other intellectual property
      issues, taxation, libel, obscenity and export or import matters. The vast
      majority of such laws were adopted prior to the advent of the cell phone. As
      a
      result, they do not contemplate or address the unique issues of the cell phone
      and related technologies. Changes in laws intended to address such issues could
      create uncertainty in the cell phone market. Such uncertainty could reduce
      demand for our services or increase the cost of doing business as a result
      of
      litigation costs or increased service delivery costs.





Due
      to
      the nature of the cell phone, it is possible that the governments of other
      states and foreign countries might attempt to regulate cell phone transmissions
      or prosecute us for violations of their laws. We might unintentionally violate
      such laws, such laws might be modified and new laws might be enacted in the
      future. Any such developments (or developments stemming from enactment or
      modification of other laws) could increase the costs of regulatory compliance
      for us or force us to change our business practices.





***We
      may not be successful in our expansion efforts.***





We
      have a
      strategy to expand our operations through strategic acquisitions. In the event
      that we are able to complete an acquisition, such an acquisition would present
      numerous challenges to us. These include the integration of the operations,
      technologies and management of the target with the Company. Any such acquisition
      also may result in special risks, including possible unanticipated liabilities,
      unanticipated costs, and diversion of management attention and loss of
      personnel. In the case of debt funding, there can be no assurance that we will
      have sufficient income from operations of such acquired companies to satisfy
      the
      interest payment, in which case, we will be required to pay them out of our
      operations, which may then be adversely affected.




43





Furthermore,
      there can be no assurance we will be able to successfully complete the
      integration of any future acquired business nor that such acquisition will
      be
      profitable and enable us to grow our business. Other than our recently announced
      letter of intent to acquire our software developer, Expert Systems S.p.A, we
      have no current plans, contacts, arrangements or understandings to acquire
      or
      merge with any entity.





***We
      have discovered previously undisclosed liabilities associated with the Reverse
      Merger.***





As
      disclosed under “Item 3 - Legal Proceedings” above, there were significant
      undisclosed liabilities that were either misrepresented to us or that we were
      unable to discover prior to the Reverse Merger. The indemnities and warranties
      which InfoByPhone received are not expected to fully cover such liabilities
      due
      to, among other things, the financial condition of OWE and the unresponsiveness
      of its principals to our demands. While we intend to fully pursue all legal
      recourse against such persons, our operations may be adversely affected by
      our
      failure to recover any such claims.





**SECURITIES
      RISKS**




***Investors
      may find it difficult to trade or obtain quotations for our common
      stock.***




Although
      our common stock is quoted on the OTCBB, trading of our common stock is limited.
      There can be no assurance a more active market for our common stock will
      develop. Accordingly, investors must therefore bear the economic risk of an
      investment in our common stock for an indefinite period of time. Even if an
      active market develops, Rule 144 promulgated under the Securities Act, which
      provides for an exemption from the registration requirements under the
      Securities Act under certain conditions, requires, among other conditions,
      a
      one-year holding period prior to the resale (in limited amounts) of securities
      acquired in a non-public offering without having to satisfy the registration
      requirements under the Securities Act. We may not be able to fulfill our
      reporting requirements in the future under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) or
      disseminate to the public any current financial or other information concerning
      us, as is required by Rule 144 as part of the conditions of its
      availability.




***Our
      common stock is considered "a penny stock" and as a result may be difficult
      to
      sell.***




Our
      common stock is subject to Rule 15g-9 under the Exchange Act. Our common stock
      is deemed to be a "penny
      stock" which
      is  an
      equity
      security that has a market price of less than $5.00 per share or an exercise
      price of less than $5.00 per share, subject to specific exemptions. This
      designation requires any broker or dealer selling these securities to disclose
      certain information concerning the transaction, obtain a written agreement
      from
      the purchaser and determine that the purchaser is reasonably suitable to
      purchase the securities. These rules may restrict the ability of brokers or
      dealers to sell our common stock and may affect the ability of investors to
      sell
      their shares. In addition, since our common stock is currently traded on the
      OTCBB, investors may find it difficult to obtain accurate quotations of our
      common stock and may experience a lack of buyers to purchase such stock or
      a
      lack of market makers to support the stock price or an adverse effect on our
      ability to raise additional capital .




44




***A
      significant number of our shares are eligible for sale, and their sale could
      depress the market price of our stock.***




Sales
      of
      a significant number of shares of our common stock in the public market could
      harm the market price of our common stock. As additional shares of our common
      stock become available for resale in the public market pursuant to the
      registration of the sale of the shares issued in our recently completed
      preferred stock offering, and otherwise, the supply of our common stock will
      increase, which could decrease its price. We currently
      have a pending registration statement concerning the resale of 16,377,899 shares of our common stock and the holders of our issued and
      outstanding preferred stock have registration rights concerning the shares
      of
      underlying common stock. Some
      or
      all of the shares of our common stock may be offered from time to time in the
      open market pursuant to Rule 144, and these sales also may have a depressive
      effect on the market for the shares of our common stock. In general, a person
      who has held restricted shares for a period of one year may, upon filing with
      the SEC a notification on Form 144, sell into the market our common stock in
      an
      amount equal to the greater of 1% of the outstanding shares. Such sales may
      be
      repeated once each three months, and any of the restricted shares of our common
      stock may be sold by a non-affiliate after they have been held for two
      years.




***Our
      authorized share capital may be used as an anti-takeover device.***




The
      Company currently has authorized for issuance 100 million shares of its common
      stock and 10 million shares of its preferred stock. The preferred stock may
      be
      issued in series from time to time with such designations, voting and other
      rights, preferences and limitations as the Board of Directors may determine.
      The
      Board of Directors will have the authority to issue a significant number of
      shares of both our common stock and preferred stock without further stockholder
      approval. This may have an anti-takeover effect of delaying or preventing a
      change of control without further action by our stockholders. Although the
      preferred stock is not designed to prevent a change in control, it could be
      used
      to create voting impediments or to frustrate persons seeking to effect a
      takeover or otherwise gain control of the Company and therefore protect the
      continuity of the Company’s management.




***We
      do not anticipate paying dividends in the foreseeable future, and the lack
      of
      dividends may have a negative effect on our stock
      price.***




We
      have
      never declared or paid any cash dividends or distributions on our capital stock.
      We currently intend to retain our future earnings to support operations and
      to
      finance expansion and therefore we do not anticipate paying any cash dividends
      on our common stock in the foreseeable future.




***We
      may interpret or implement critical accounting policies
      incorrectly.***




We
      follow
      generally accepted accounting principles for the United States in preparing
      our
      financial statements. As part of this work, we must make many estimates and
      judgments about future events. These estimates affect the value of the assets
      and liabilities, contingent assets and liabilities, and revenue and expenses
      that we report in our financial statements. We believe these estimates and
      judgments are reasonable, and we make them in accordance with our accounting
      policies based on information available at the time. However, actual results
      could differ from our estimates, and this could require us to record adjustments
      to expenses or revenues that could be material to our financial position and
      results of operations in future periods.




45




**Item
      7.**  **Financial
      Statements.**




Our
      financial statements and notes thereto and the related report of our independent
      registered accounting firm following Item 14 of this Annual Report on Form
      10-KSB are filed as part of this report and are incorporated herein by
      reference.





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




On
      July
      28, 2005, the Company engaged Webb & Company, PA to act as the independent
      public accountant to audit the Company’s financial statements for the year
      ending December 31, 2005, replacing De Joya & Company. The Company made this
      change because InfoByPhone had become the sole operating company of the Company,
      and it was deemed desirable to use InfoByPhone’s existing auditors, Webb &
Company, on a going-forward basis. This change in the Company’s independent
      public accountant was approved by the full Board of Directors of the Company
      on
      July 28, 2005. De Joya & Company did not audit the Company’s financial
      statements for any fiscal year period. The firm was engaged on January 31,
      2005
      to replace Chavez & Koch, CPA, which firm resigned because it decided to no
      longer represent public companies and did not renew its certificate with the
      Public Company Accounting Oversight Board. Chavez & Koch was the Company’s
      independent auditor and examined the financial statements of the Company for
      the
      fiscal year ending September 30, 2004. AskMeNow changed it’s fiscal
      reporting year end to December 31 in 2004.




The
      audit
      report of Chavez & Koch on the financial statements of the Company as of and
      for the fiscal year ended September 30, 2004 did not contain an adverse opinion
      or disclaimer of opinion, nor were they modified as to uncertainty, audit scope
      or accounting principles, other than to contain an explanatory paragraph as
      to
      the Company’s ability to continue as a going concern.




During
      the period from October 1, 2003 through July 28, 2005, there were no
      disagreements between the Company and De Joya & Company, or the Company and
      Chavez & Koch, whether or not resolved, on any matter of accounting
      principles or practices, financial statement disclosure, or auditing scope
      or
      procedure, which, if not resolved to De Joya & Company’s or Chavez &
Koch’s satisfaction would have caused either firm to make reference to the
      subject matter of the disagreement(s) in connection with its reports.




During
      the period from October 1, 2003 through July 28, 2005, the Company did not
      consult with Webb & Company with respect to any matters or reportable events
      listed in Item 304(a)(2)(i) and (ii) of Regulation S-B.




46


**Item
      8A.**  **Controls
      and Procedures.**




**Evaluation
      of disclosure controls and procedures**





The
      Company’s chief executive officer, who is also the Company’s chief financial
      officer, has reviewed and evaluated the effectiveness of the Company’s
      disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) under the Exchange Act) as of the end of the period covered by this
      annual report. Based on that review and evaluation, the chief executive officer
      has concluded that the Company’s current disclosure controls and procedures, as
      designed and implemented, are not effective to ensure that such officer is
      provided with information relating to the Company required to be disclosed
      in
      the reports the Company files or submits under the Exchange Act and that such
      information is recorded, processed, summarized and reported in a timely manner.





As
      part
      of the evaluation of the Company’s disclosure controls and procedures,
      management considered the impact of weaknesses in such disclosure controls
      and
      procedures identified by management and the Company’s auditors. These weaknesses
      at December 31, 2006 were identified as follows:





a)
            The
                Company lacked sufficient accounting
                personnel;


b)
            The
                Company lacked effective controls to ensure that accounts payable
                were
                entered on a timely basis and were complete and accurate;
                and


c)
            The
                Company lacked control procedures to ensure invoices were correctly
                calculated and billed in accordance with their contracted
                amounts.




Effective
      January 1, 2007 the Company initiated a new accounts payable software system
      that was integrated with the general ledger that the Company believes addressed
      the auditor’s concerns. The Company also added accounts receivable control
      procedures, which it believes addressed the auditor’s concerns.





**Changes
      in internal control over financial reporting**




There
      were no changes in the Company’s internal control over financial reporting that
      occurred during the fourth fiscal quarter ended December 31, 2006 that have
      materially affected, or are reasonably likely to materially affect, the
      Company’s internal control over financial reporting.




**Item
      8B.**  **Other
      Information** .




There
      have not been any material changes or events during the fourth quarter ended
      December 31, 2006 that have not been described in a report on Form 8-K.




47




**PART
      III**




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




**Executive
      Officers and Directors**




The
      following are our current executive officers and directors and their respective
      ages and positions as of the date of this report:




**Names**
            
            **Ages**
            
            **Positions**Darryl
                Cohen
            
            54
            
            Chief
                Executive Officer and Chairman of the Board of
                DirectorsAlan
                Smith
            
            53
            
            DirectorSandro
                Sordi
            
            46
            
            Director





**Darryl
      Cohen** has been
      chief executive officer and chairman of the Board of Directors of the Company
      since June 2005 and of InfoByPhone since September 2004. Form September 2002
      through April 2004, Mr. Cohen served as chairman and chief executive officer
      of
      Ramp Corporation (AMEX: RCO), a company that provides Internet-based
      communication, data integration, and transaction processing technologies
      designed to provide access to safer and better healthcare. On June 2, 2005,
      Ramp
      Corporation filed a voluntary petition under Chapter 11 of the Bankruptcy Code
      in the U.S. Bankruptcy Court for the Southern District of New York (Bankruptcy
      Petition #: 05-14006-alg).




Prior
      to
      becoming Ramp’s chairman and chief executive officer in September 2002, Mr.
      Cohen invested in public and private companies, frequently working with
      management in the areas of marketing strategy and financing. Mr. Cohen also
      served as president of DCNL Incorporated, a privately-held beauty supply
      manufacturer and distributor he founded in 1988 and sold to Helen of Troy in
      1998. During his tenure as president of DCNL, Mr. Cohen was also co-owner and
      president of Basics Beauty Supply Stores, a chain of retail stores in
      California, from 1985 to 1999. He has also owned businesses in the food-services
      and gift industries, and holds a BA in Political Science from the University
      of
      California at Berkeley.




**Alan
      Smith** has been
      a director of the Company since June 2005 and of InfoByPhone since April 2005.
      For the past two years, Mr. Smith has been involved in personal investments
      and new investment opportunities. Prior to this period, he was the
      owner/president of Aaron Kamhi Inc., an apparel manufacturing company
      specializing in private label products for chain and department stores, at
      which
      he worked for 25 years. Mr. Smith has been actively involved in
      community programs working with youth for the past 20 years.




**Sandro
      Sordi** became
      a
      director of the Company in July 2005. He currently serves as the General Counsel
      for the RS Group of Companies, Inc., a holding company for a group of insurance
      and finance related businesses and affinity program managers. Mr. Sordi
      joined the RS Group in 2003 where, as its General Counsel and a Director, he
      has
      taken a leading role in developing the company’s growth strategy and engaging in
      negotiations of all types. From 1990 to 2003, Mr. Sordi was engaged in the
      private practice of law as a sole practitioner in addition to being involved
      in
      certain investment projects. Mr. Sordi has been a member of the Florida Bar
      since 1990, having earned his Juris Doctor from the University of Miami, Florida
      and his B.A. (Honors) from York University in Toronto, Canada.




48





There
      are
      no family relationships among the Company’s directors or executive officers and
      other than as disclosed above there are no events or legal proceedings material
      to an evaluation of the ability or integrity of any director or executive
      officers of the Company.





**Board
      of Directors Independence and Communications; Committees**




Our
      Board
      of Directors is currently composed of three directors, each of whom the Board
      has determined is “independent” as that term is defined in Rule 4200(a)(15) of
      the listing standards for the Nasdaq Stock Market and Rule 10A-3 of the Exchange
      Act, with the exception of Mr. Cohen, who is currently employed by the
      Company.





The
      Board
      welcomes communications from stockholders, which may be sent to the entire
      Board
      or individual directors at the principal business address of the Company,
      AskMeNow, Inc., 26 Executive Park, Suite 250, Irvine, CA 92614, Attn: Sandro
      Sordi. Security holder communications are initially screened by the Company’s
      Nominating and Corporate Governance Committee to determine whether they will
      be
      relayed to Board members. Once the decision has been made to relay such
      communications to Board members, the Committee will release the communication
      to
      the Board on the next business day. Communications that are clearly of a
      marketing nature, or which are unduly hostile, threatening, illegal or similarly
      inappropriate will be discarded and, if warranted, subject to appropriate legal
      action.





The
      Board
      currently has three standing committees: the Nominating and Corporate Governance
      Committee, the Compensation Committee and the Audit Committee.





**Nominating
      and Corporate Governance Committee**




The
      Nominating and Corporate Governance Committee of the Board (the “Nominating
      Committee”) currently consists of Sandro Sordi (Chairman) and Alan Smith, each
      of whom is independent as such term is defined in Rule 4200(a)(15) of the Nasdaq
      listing standards, as amended. The Nominating Committee evaluates the
      appropriate size of the Board, recommends any changes in the composition of
      members of the Board to reflect the needs of the business, interviews
      prospective candidates, makes recommendations to the Board as to the nominees
      for directors, and formally proposes the slate of directors to be elected at
      each Annual Meeting of the Stockholders.





The
      Nominating Committee will consider all director candidates recommended by
      stockholders. Any stockholder who desires to recommend a director candidate
      may
      do so in writing, giving each recommended candidate’s name, biographical data,
      and qualifications, by mail addressed to the Chairman of the Nominating
      Committee, in care of AskMeNow, Inc.: Attention: Sandro Sordi. **** A
      written
      statement from the candidate consenting to being named as a candidate and,
      if
      nominated and elected, to serve as director, must accompany any stockholder
      recommendation. Members of the Nominating Committee will assess potential
      candidates on a regular basis.




49





**Compensation
      Committee**




The
      Compensation Committee of the Board currently consists of Alan Smith (Chairman)
      and Sandro Sordi, each of whom is independent as such term is defined in Rule
      4200(a)(15) of the Nasdaq listing standards, as amended. The Compensation
      Committee makes recommendations to the Board as to the salaries of the chief
      executive officer, sets the salaries of the other elected officers and reviews
      salaries of certain other senior executives. It also is responsible for granting
      equity compensation to officers and other employees and reviewing guidelines
      for
      the administration of the Company’s incentive programs. The Compensation
      Committee also reviews and approves, or makes recommendations to the Board
      on,
      any proposed plan or program which would benefit primarily the senior executive
      group.





**Audit
      Committee**




The
      Audit
      Committee of the Board currently consists of Alan Smith (Chairman) and Sandro
      Sordi, each of whom is independent as such term is defined in Rule 4200(a)(15)
      of the Nasdaq listing standards, as amended. The
      Board
      of Directors has determined that no member of the Audit Committee is an
      " audit
      committee financial expert," as that term is defined in Item 401(e) of
      Regulation S-B promulgated under the Securities Act, serving on the Audit
      Committee. Upon evaluating the Company’s internal controls, the Board has
      determined that the Company’s internal controls are adequate to insure that
      financial information is recorded, processed, summarized and reported in a
      timely and accurate manner in accordance with applicable rules and regulations
      of the SEC. Accordingly, the Board has concluded that the benefits of retaining
      an individual who qualifies as an " audit
      committee financial expert" would be outweighed by the costs of retaining such
      a
      person.





**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of 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 December 31, 2006, except for one Form 4 filed late by Sandro Sordi for
      January 26, 2006, reporting a bridge loan from Mr. Sordi to the
      Company **.**




**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
      is available at the Company’s website at www.askmenow.com .
      A copy
      of the Company's Code of Ethics will also be furnished, without charge, in
      print
      to any person who requests such copy by writing to the Corporate Secretary,
      AskMeNow, Inc., 26 Executive Park, Suite 250, Irvine, CA 92614.




50




**Item
      10.**  **Executive
      Compensation** **.**




The
      following table shows information concerning all compensation awarded to, earned
      by or paid to the Chief Executive Officer of the Company, who was the only
      named
      executive officer of the Company during the 2006 fiscal year, for all services
      rendered by such officer to the Company and its subsidiaries in all capacities
      during the periods presented.




**Summary
      Compensation Table**




Name
                and Principal Position
            
            Year
            
            Salary
              ($)
            
            Bonus
              ($)
            
            Stock
                Awards
              ($)
            
            Option
                Awards ($)
            
            Total
              ($)Darryl
                Cohen
              Chief
                Executive Officer, Chief Financial Officer, and Chairman of the
                Board
            
            
            2006
            
            $
            245,384
            (1)
            $
            200,000
            (2)
            $
            208,000
            (3)
            $
            1,719,600
            (4)
            $
            2,372,9842005
            
            $
            52,820
            
            
            —
            
            
            —
            
            $
            139,400
            (5)
            $
            192,220





(1)
            Includes
                $46,154 of accrued but unpaid salary due the officer at December
                31, 2006
                and $6,840 in auto allowance.




(2)
            The
                entire bonus amount of $200,000 was accrued but unpaid at December
                31,
                2006 and will be paid upon the completion of funding of equity.




(3)
            The
                stock award represents 200,000 shares of common stock of the Company
                awarded in recognition of the Company entering into an agreement
                with
                Rogers Wireless. The dollar amount presented represents the fair
                value of
                such award on the date of grant, which share price was $1.04 on April
                28,
                2006.




(4)
            The
                option award represents the award of an aggregate 3,500,000 non-qualified
                stock options, of which 1,500,000 were not vested at December 31,
                2006.
                The dollar amount presented represents the aggregate fair value of
                such
                awards on the date of grant. Thefair
                value of each option was estimated on the date of grant using the
                Black-Scholes option pricing model with the following weighted average
                assumptions used for grants in 2006: dividend yield of zero, expected
                volatility of 219% to 229%, risk-free interest rates of 4.73% to
                4.84%,
                and expected lives of ten years.




(5)
            The
                option award represents the award of an aggregate 200,000 non-qualified
                stock options, of which 165,000 were not vested at December 31, 2005.
                The
                dollar amount presented represents the aggregate fair value of such
                awards
                on the date of grant. Thefair
                value of each option was estimated on the date of grant using the
                Black-Scholes option pricing model with the following weighted average
                assumptions used for grants in 2005: dividend yield of zero, expected
                volatility of 172%, risk-free interest rates of 4.50%, and expected
                lives
                of ten years.





**Employment
      Agreements**




On
      July
      19, 2005, InfoByPhone, our wholly-owned subsidiary, entered into a three-year
      employment contract with Darryl Cohen as President and Chief Executive Officer.
      Mr. Cohen was being compensated at the rate of not less than $110,000 until
      April 28, 2006, when his salary was increased to $250,000 per annum. Mr. Cohen
      was granted options to purchase 200,000 shares of AskMeNow common stock at
      $.70
      per share under his employment agreement. Mr. Cohen also is entitled to an
      annual incentive bonus at each anniversary date of his agreement equal to (i)
      up
      to one-half of his then-current salary, plus (ii) up to 50,000 options and
      at
      the end of each 90 day period of employment (except that period coinciding
      with
      an anniversary date), up to 25,000 options.




51




In
      the
      event Mr. Cohen’s employment is terminated for death, disability or for ”good
      reason” (as defined in the employment agreement), Mr. Cohen or his estate shall
      be entitled to severance of 50% of his base salary plus bonuses for the prior
      year. During the term of the agreement or, if he is terminated for “cause” (as
      defined in the agreement), then for the balance of the term and for a period
      of
      12 months after such termination, Mr. Cohen has agreed not to compete with
      the
      Company’s current business or its business as conducted at any time during the
      term concluded. For a two-year period following termination of Mr. Cohen’s
      employment, he also agreed not to solicit clients to discontinue their
      relationship with the Company or solicit any employee to discontinue employment
      with the Company.




Mr.
      Cohen’s salary was increased by the Board of Directors during the 2006 fiscal
      year to more appropriately reflect his responsibilities and performance. In
      addition, the Board of Directors granted options and an award of restricted
      shares, each as discussed below, in recognition of the achievement by Mr. Cohen
      of significant milestones.




For
      information on equity incentive awards granted to Mr. Cohen, including re-priced
      options, see the disclosure below.




**Outstanding
      Equity Awards at Fiscal Year-End**




The
      following table sets forth information concerning unexercised options, unvested
      stock awards, and equity incentive plans awards outstanding as of December
      31,
      2006 for our Chief Executive Officer.




**Option
                Awards**
            
            **Stock
                Awards****Name**
            
            Number
                of Securities Underlying Unexercised Options
              (#)
                Exercisable
            
            Number
                of Securities Underlying Unexercised Options
              (#)
                Unexercisable
            
            Equity
                Incentive Plan Awards: Number of Securities Underlying Unexercised
                Unearned Options
              (#)
            
            Option
                Exercise Price
              ($)
            
            Option
                Expiration Date
            
            Number
                of Shares or Units of Stock That Have Not Vested
              (#)
            
            Market
                Value of Shares or Units of Stock That Have Not Vested
              ($)
            
            Equity
                Incentive Plan Awards: Number of Unearned Shares, Units or Other
                Rights
                That Have Not Vested
              (#)
            
            Equity
                Incentive Plan Awards: Market or Payout Value of Unearned Shares,
                Units or
                Other Rights That Have Not Vested
              ($)DDarryl
                Cohen
            
            
            2,000,000
            (1)
            
            1,500,000
            (2)
            
            —
            
            $
            0.50
            
            
            2016
            
            
            —
            
            
            —
            
            
            —
            
            
            —200,000
            (3)
            
            —
            
            
            —
            
            $
            0.70
            
            
            2015
            
            
            —
            
            
            —
            
            
            —
            
            
            —





(1)
            The
                option award represents the award of an aggregate 2,000,000 non-qualified
                stock options, all of which were vested at December 31, 2006. The
                options
                are exercisable for 10 years commencing September 20, 2006, the date
                of
                the grant, at $0.50 per share.




52




(2)
            The
                option award represents the award of an aggregate 1,500,000 non-qualified
                stock options, none of which were vested at December 31, 2006. The
                options
                are exercisable for 10 years commencing December 22, 2006, the date
                of the
                grant, at $0.50 per share.




(3)
            The
                option award represents the award of an aggregate 200,000 non-qualified
                stock options, none of which were vested at December 31, 2006. The
                options
                are exercisable for 10 years commencing July 20, 2005, the date of
                the
                grant, at $0.70 per share.





**2006
      Employee Stock Incentive Plan**





The
      Board
      of Directors has adopted the 2006 Employee Stock Incentive Plan (the "2006
      Plan") in order to motivate participants by means of awards of stock options
      and
      restricted shares to achieve the Company’s long-term performance goals and
      enable our employees, officers, directors and consultants to participate in
      our
      long-term growth and financial success. The 2006 Plan provides for the grant
      of
      any combination of stock options and restricted stock to our directors,
      officers, employees and consultants and those of our subsidiaries. The 2006
      Plan, which is administered by our Board of Directors, authorizes the issuance
      of a maximum of 3,000,000 shares of common stock, which may be authorized and
      unissued shares or treasury shares. The stock options granted under the 2006
      Plan shall be either incentive stock options, within the meaning of Section
      422
      of the Internal Revenue Code, or non-qualified stock options. Both incentive
      stock options and non-qualified stock options must be granted at an exercise
      price of not less than the fair market value of shares of common stock at the
      time the option is granted, and incentive stock options granted to 10% or
      greater stockholders must be granted at an exercise price of not less than
      110%
      of the fair market value of the shares on the date of grant. If any award under
      the 2006 Plan terminates, expires unexercised, or is cancelled, the shares
      of
      common stock that would otherwise have been issuable pursuant thereto will
      be
      available for issuance pursuant to the grant of new awards. The 2006 Plan was
      adopted by the Board on August 4, 2006, and is subject to shareholder approval.
      If approved by stockholders, the 2006 Plan will terminate on August 4, 2016.
      Options to purchase an aggregate of 1,702,000 shares of common stock have been
      granted to 31 non-officer employees as of December 31, 2006.





**2005
      Management and Director Equity Incentive and Compensation
      Plan**




The
      Company has adopted the 2005 Management and Director Equity Incentive and
      Compensation Plan (the "2005 Plan") in order to motivate participants by means
      of stock options and restricted shares to achieve the Company’s long-term
      performance goals and enable our employees, officers, directors and consultants
      to participate in our long term growth and financial success. The 2005 Plan
      provides for the grant of any combination of stock options and restricted stock
      to our directors, officers, employees and consultants and those of our
      subsidiaries. The 2005 Plan, which is administered by our Board of Directors,
      authorizes the issuance of a maximum of 2,000,000 shares of common stock, which
      may be authorized and unissued shares or treasury shares. The stock options
      granted under the 2005 Plan shall be either incentive stock options or
      non-qualified stock options. Both incentive stock options and non-qualified
      stock options must be granted at an exercise price of not less than the fair
      market value of shares of common stock at the time the option is granted and
      incentive stock options granted to 10% or greater stockholders must be granted
      at an exercise price of not less than 110% of the fair market value of the
      shares on the date of grant. If any award under the 2005 Plan terminates,
      expires unexercised, or is cancelled, the shares of common stock that would
      otherwise have been issuable pursuant thereto will be available for issuance
      pursuant to the grant of new awards. The 2005 Plan will terminate on June 6,
      2015.




53





**2006
      Grants**





On
      April
      28, 2006, the Board of Directors granted to each of Alan Smith and Sandro Sordi
      non-plan options to purchase 100,000 shares of common stock. These non-qualified
      stock options, which were exercisable at $1.01 per share, were cancelled and
      replaced in September 2006. The replacement options are exercisable for 10
      years
      commencing on September 20, 2006 at $.50 per share, with 50,000 shares vested
      immediately for prior services and an additional 50,000 shares vested as of
      March 20, 2007.





On
      April
      28, 2006, the Board of Directors granted Darryl Cohen non-plan options to
      purchase an aggregate of 2,000,000 shares of common stock. He was also awarded
      200,000 restricted shares of common stock in recognition of the Company entering
      into an agreement with Rogers Wireless. The 2,000,000 options, which were
      exercisable at $1.04 per share, were cancelled and replaced in September 2006.
      The replacement options are exercisable for 10 years commencing on September
      20,
      2006 at $.50 per share. One million shares subject to the options were fully
      vested upon grant, as they were granted in connection with the Company’s initial
      closing of its private placement with VC Argent Ltd. The second one million
      shares subject to the option, which were originally issued in connection with
      the proposed acquisition of Intelligate Ltd. and, upon the termination of the
      Intelligate transaction the option, were regranted in consideration of the
      Company entering into a letter of intent to acquire an exclusive license from
      Expert System S.p.A, vested upon the execution of a definitive license with
      Expert System in November 2006.





On
      December 22, 2006, the Board of Directors also granted each of Darryl Cohen,
      Alan Smith and Sandro Sordi non-plan options to purchase 1,500,000, 200,000
      and
      200,000 shares of common stock, respectively. These non-qualified options are
      exercisable for 10 years at $.50 per share, with 25% of each option vesting
      every three months starting March 31, 2007 until fully vested 12 months
      following the date of grant.




**Director
      Compensation**




The
      following table sets forth all compensation of the Company’s directors for the
      year ended December 31, 2006. Mr. Cohen, our CEO and Chairman of the Board
      of
      Directors, did not receive any compensation for his services as a director
      during the 2006 fiscal year.




Name
            
            Year
            
            Stock
                Awards
              ($)
            
            Option
                Awards
              ($)
            
            Non-Equity
                Incentive Plan Compensation
              ($)
            
            Nonqualified
                Deferred Compensation Earnings
              ($)
            
            All
                Other Compensation
              ($)
            
            Total
              ($)Alan
                Smith
            
            
            2006
            
            
            —
            
            $
            101,490
            (1)
            
            —
            
            
            —
            
            
            —
            
            $
            101,490Sandro
                Sordi
            
            
            2006
            
            
            —
            
            $
            101,490
            (1)
            
            —
            
            
            —
            
            
            —
            
            $
            101,490





(1)
            The
                option award represents the award of an aggregate 300,000 non-qualified
                stock options, of which 250,000 were not vested at December 31, 2006.
                The
                dollar amount presented represents the aggregate fair value of such
                awards
                on the date of grant. Thefair
                value of each option was estimated on the date of grant using the
                Black-Scholes option pricing model with the following weighted average
                assumptions used for grants in 2006: dividend yield of zero, expected
                volatility of 219% to 229%, risk-free interest rates of 4.73% to
                4.84%,
                and expected lives of ten years.
                Each director was also granted during fiscal year 2005 40,000
                non-qualified stock options, of which 3,333 were not vested at December
                31, 2005.




54




The
      Board
      of Directors received compensation commensurate with their responsibilities
      to
      the Company and the various board responsibilities of an early stage
      organization.





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




For
      information regarding securities authorized for issuance under the Company’s
      equity plans, please see Item 5 “Market for Common Equity, Related Stockholder
      Matters and Small Business Issuer Purchases of Equity Securities”
herein.




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 April 6, 2007 management knows
      of
      no persons other than those identified below who were beneficial owners of
      more
      than five percent of the outstanding shares of our common stock.




The
      following table sets forth information with respect to the beneficial ownership
      of our issued and outstanding common stock by each director, the Chief Executive
      Officer of the Company, all executive officers and directors as a group, and
      beneficial owners of more than five percent of the 33,299,887 outstanding shares
      of common stock as of April 9, 2007:




**Name
                and Address of Beneficial Owner****(1)**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percent
                of Class****(1)**Darryl
                Cohen
            
            
            3,720,667
            (2)
            
            10.3
            %Alan
                Smith
            
            
            240,000
            (3)
            
            *****Sandro
                Sordi(4)
            
            
            923,334
            (3)(4)
            
            2.8
            %Yvon
                Cormier(5)
            
            
            2,050,000
            
            
            6.2
            %Total
                number of shares owned by directors and executive officers as a group
                (3
                persons)
            
            
            4,884,001
            
            
            12.8
            %







*
      Less
      than 1% of the issued and outstanding shares.





(1)
            Except
                as otherwise noted in the footnotes to this table, each of the persons
                named in the table owns the shares listed as beneficially owned by
                such
                person directly and exercises sole voting and investment power over
                such
                shares. With respect to each such person or group, percentages are
                calculated based on the number of shares beneficially owned, including
                any
                securities that such person has the right to acquire within sixty
                days
                pursuant to the exercise of options, warrants, conversion privileges
                or
                other rights, but not the exercise of such options, warrants, conversion
                privileges or other rights by any other person. The mailing address
                of
                each person shown other than Yvon Cormier is c/o AskMeNow, Inc.,
                26
                Executive Park, Suite 250, Irvine, California
                92614.




55




(2)
            Of
                this amount, 1,125,667 shares are held in the name of “Darryl Cohen &
                Nini Cohen, TTEE, The Cohen Family Trust.” Also includes 2,595,000 shares
                of common stock issuable under currently exercisable options and
                warrants,
                but does not include 1,125,000 shares of common stock issuable under
                options not currently exercisable that vest over the 6 month period
                beginning June 30, 2007 and ending December 31, 2007.




(3)
            Includes
                190,000 shares of common stock issuable under currently exercisable
                options, but does not include 150,000 shares of common stock issuable
                under options that vest over the 6 month period beginning June 30,
                2007
                and ending December 31, 2007.




(4)
            Includes
                190,000 shares of common stock issuable under currently exercisable
                options, but does not include 150,000 shares of common stock issuable
                under options that vest over the 6 month period beginning June 30,
                2007
                and ending December 31, 2007. Mr. Sordi disclaims beneficial ownership
                of
                733,334 shares of common stock beneficially owned by his wife.




(5)
            The
                mailing address of this reporting person is 59 Chandler Circle, Andover,
                MA 01810 based on information provided in a Schedule 13D filed on
                December
                22, 2005.




**Item
      12.**  **Certain
      Relationships and Related Transactions, and Director
      Independence**




Except
      as
      set forth under Item 6 “Management’s Discussion and Analysis or Plan of
      Operation” and Item 10 “Executive Compensation,” during the 2006 fiscal year
      there were no transactions or proposed transactions involving or between the
      Company and its directors, executive officers, five percent or greater
      stockholders, or any immediate family member of any of the foregoing, nor did
      any such related person have any direct or indirect material interest in any
      such transaction or proposed transaction.




For
      information on our Board of Directors and director independence, please see
      Item
      9 “Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange Act” above.




**Item
      13.**  **Exhibits** ****




**Exhibit**
              **No.**
            
            **Description
                of Exhibit**
            
            **Location**3.1
            
            Amended
                and Restated Certificate of Incorporation of AskMeNow,
                Inc.
            
            Previously
                filed as an exhibit to the Registrant’s Schedule 14C Information
                Statement, filed on November 27, 2006 (File No.
                000-49971).3.2
            
            Bylaws
                of Ocean West Holding Corporation.
            
            Previously
                filed as an exhibit to the Registration Statement of Ocean West Holding
                Corporation (File No. 333-95927), filed on February 1,
                2000.3.3
            
            Amended
              and Restated Certificate of Designation, Preferences and Rights of
              Series
              B Preferred Stock of AskMeNow, Inc.
            
            Previously
                filed as an exhibit to the Registrant’s Quarterly Report on Form 10-QSB,
                filed on November 21, 2006 (File No. 000-49971).3.4
            
            Certificate
                of Designation, Preferences and Rights of Series C Preferred Stock
                of
                AskMeNow, Inc.
            
            Previously
                filed as an exhibit to the Registrant’s Quarterly Report on Form 10-QSB,
                filed on November 21, 2006 (File No. 000-49971).4.1
            
            Common
              Stock Purchase Warrant Agreement Between Ocean West Holding Corporation
              and Registrar and Transfer Company
            
            Previously
              filed as an exhibit to the Registration Statement of Ocean West Holding
              Corporation, filed on April 13, 2002 (File No.
              333-86484).




56




**Exhibit**
              **No.**
            
            **Description
                of Exhibit**
            
            **Location**4.2
            
            Form
                of Common Stock Purchase Warrant of Ocean West Holding Corporation,
                dated
                January 17, 2006 (one of two identical warrants each in the amount
                of
                $250,000).
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on January 31, 2006 (File No. 000-49971).4.3
            
            Form
                of 10% Subordinated Promissory Note, dated January 17, 2006 (one
                of two
                identical notes each in the amount of $250,000).
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on January 31, 2006 (File No. 000-49971).4.4
            
            Form
                of Common Stock Purchase Warrant, dated January 17, 2006.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on January 31, 2006 (File No. 000-49971).4.5
            
            Form
                of Secured Promissory Note of Ocean West Holding Corporation, dated
                March
                1, 2006 (one of two identical notes except for names each in the
                amount of
                $100,000).
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on March 8, 2006 (File No. 000-49971).4.6
            
            Form
                of Affidavit for Judgment by Confession, dated March 1, 2006 (one
                of two
                identical affidavits, except for names).
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on March 8, 2006 (File No. 000-49971).4.7
            
            10%
              Subordinated Promissory Note due July 2, 2006.
            
            Previously
              filed as an exhibit to the Registrant’s Annual Report on Form 10-KSB,
              filed on April 19, 2006 (File No. 000-49971).4.8
            
            Form
                of Subscription Agreement.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K/A,
                filed on July 11, 2005.10.1
            
            Securities
                Exchange Agreement and Plan of Reorganization, dated as of April
                14, 2005,
                by and among Ocean West Holding Corp., InfoByPhone, Inc. and certain
                stockholders of InfoByPhone, Inc.
            
            Previously
                filed as an exhibit to theRegistrant’s
                Current Report on Form 8-K, filed on June 9, 2005 (File No.
                000-49971).10.2
            
            Joint
                Marketing Program Agreement, dated as of October 5, 2005, between
                Avis
                Rent-A-Car System, Inc. and AskMeNow, Inc.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on October 11, 2005(File
                No. 000-49971).10.3
            
            Web
                Linking Agreement - BlackBerry MDS Studio, dated as of September
                22, 2005,
                between Research In Motion Limited and InfoByPhone, Inc.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on October 7, 2005(File
                No. 000-49971).10.4
            
            InfoByPhone,
                LLC Ohio Lease.
            
            Previously
                filed as an exhibit to the Registrant’s Registration Statement on Form
                SB-2, filed on September 14, 2005 (File No.
                333-128314).10.5
            
            Lease
                Agreement, dated on or around August 30, 2005, by and between AskMeNow,
                Inc. and Eastern Telecommunications Phils., Inc. (“Manila
                Lease”)
            
            Previously
                filed as an exhibit to Amendment No. 1 to the Registrant’s Registration
                Statement on Form SB-2, filed on September 14, 2005 (File No.
                333-128314).10.6
            
            Office
                Space Lease Between the Irvine Company and Ocean West Holding
                Corporation.
            
            Filed
                herewith.10.7+
            
            Amended
                and Restated Employment Agreement, dated as of July 19, 2005, by
                and
                between Darryl Cohen and InfoByPhone, Inc.
            
            Filed
                herewith.10.8
            
            Form
                of Exchange Agreement, dated as of November 30, 2005 by and between
                Ocean
                West Holding Corporation and the holders of Common Stock Purchase
                Warrants.
            
            Filed
                herewith.




57




**Exhibit**
              **No.**
            
            **Description
                of Exhibit**
            
            **Location**10.9
            
            Stock
                Purchase Agreement, dated as of December 30, 2005, between Ocean
                West
                Holding Corporation and Container/ITW, Inc.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on January 3, 2006 (File No. 000-49971).10.10
            
            Stock
                Exchange Agreement, dated as of March 10, 2006, by and among Ocean
                West
                Holding Corporation, Karrell Pty Limited and certain Karrell
                shareholders.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on March 16, 2006 (File No. 000-49971).10.11
            
            Wireless
                Application Distribution Agreement, dated as of March 31, 2006, by
                and
                between InfoByPhone, Inc. and Rogers Wireless Partnership.
            
            Previously
                filed as an exhibit to the Registrant’s Audit Report on Form 8-K, filed on
                April 7, 2006 (File No. 00049971).10.12
            
            Assignment
                and Assumption of Liabilities Agreement dated as of May 23, 2005,
                by and
                among Ocean West Enterprises, Inc., Ocean West Holding Corporation,
                and
                Consumer Direct of America.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on August 15, 2005 (File No. 000-49971).10.13
            
            Services
                Agreement, dated June 1, 2006, between AskMeNow, Inc. and Mobile
                ESPN LLC.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on June 20, 2006 (File No. 000-49971).10.14
            
            Assignment
                and Assumption of Liabilities Agreement, dated May 23, 2005, between
                Ocean
                West Enterprises, Inc., Ocean West Holding Corporation and Consumer
                Direct
                of America.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K/A,
                filed on September 26, 2006 (File No. 000-49971).10.15
            
            Software
                License and Services Agreement, dated November 2, 2006, between Expert
                System S.p.A. and InfoByPhone, Inc.*
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on November 8, 2006 (File No. 000-49971).10.16
            
            Letter
                Agreement, dated August 1, 2006, between Ocean West Holding Corporation,
                BK Financial Services, LLC and Meyer Capital Corporation.
            
            Previously
                filed as an exhibit to the Registrant’s Quarterly Report on Form 10-QSB,
                filed on November 21, 2006 (File No. 000-49971).10.17
            
            Consulting
                Agreement, dated August 4, 2006, by and between Ocean West Holding
                Corporation and CJB Group, Inc.
            
            Previously
                filed as an exhibit to the Registrant’s Quarterly Report on Form 10-QSB,
                filed on November 21, 2006 (File No. 000-49971).10.18
            
            Warrant
                Agreement, dated July 26, 2006, by and between Ocean West Holding
                Corporation and Phillips Nizer LLP.
            
            Previously
                filed as an exhibit to the Registrant’s Quarterly Report on Form 10-QSB,
                filed on November 21, 2006 (File No. 000-49971).10.19+
            
            Ocean West
              Holding
              Corporation 2006 Employee Stock Incentive Plan.
            
            Previously
                filed as an exhibit to the Registrant’s Quarterly Report on Form 10-QSB,
                filed on November 21, 2006 (File No. 000-49971).10.20+
            
            Consulting
                Agreement, dated January 29, 2007, by and between AskMeNow, Inc.
                and
                Dennis Bergquist.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on February 2, 2007 (File No. 000-49971).10.21
            
            Assignment
                and Assumption of Liabilities Agreement, dated May 23,
                2005.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K/A,
                filed on August 11, 2005.




58




**Exhibit**
              **No.**
            
            **Description
                of Exhibit**
            
            **Location**16.1
            
            Letter
                from DeJoya & Company, dated August 1, 2005.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on August 2, 2005 (File No. 000-49971).16.2
            
            Letter
                from Chavez and Koch, CPA, dated January 31, 2005.
            
            Previously
                filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed
                on February 4, 2005 (File No. 000-49971).21.1
            
            Subsidiaries
                of the Registrant.
            
            Filed
                herewith.31.1
            
            Certificate
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                302 of the Sarbanes-Oxley Act of 2002.
            
            Filed
                herewith.32.1
            
            Certificate
                of the Chief Executive Officer and Chief Financial Officer pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of 2002.
            
            Filed
                herewith.




*
      Confidential treatment has been requested for certain portions of this document.




+
      Denotes
      management contract or compensatory plan, contract or arrangement.





**ITEM
      14.**  **Principal
      Accountant Fees and Services**




Webb
      & Company, P.A. was the Company's independent auditor and examined the
      financial statements of the Company for the fiscal year ending December 31,
      2006
      and 2005.




**Audit
      Fees**




The
      aggregate fees billed by Webb & Company for professional services rendered
      for the audit of the Company's annual financial statements and review of the
      financial statements included in the Company’s quarterly reports or services
      that are normally provided by the firm in connection with statutory and
      regulatory filings or engagements during fiscal 2006 and 2005 were $60,712
      and
      $71,405, respectively.




**Audit
      Related Fees**




No
      fees
      were billed by Webb & Company for either of the fiscal years ended December
      31, 2006 or 2005 for assurance and related services reasonably related to the
      performance of the audit or review of the Company's financial statements.




59




**Tax
      Fees**




No
      fees
      were billed by Webb & Company for professional services rendered for tax
      compliance, tax advice and tax planning during the fiscal years ended December
      31, 2006 and 2005.




**All
      Other Fees**




No
      fees
      were billed by Webb & Company for products or services during the fiscal
      years ended December 31, 2006 and 2005 other than as disclosed above.




**Pre-Approval
        Policies**
  It
        is the
        policy of the Audit Committee to pre-approve the audit and permissible non-audit
        services performed by the Company’s registered independent public accountants in
        order to ensure that the provision of such services does not impair the firm’s
        independence, in appearance or fact. In fiscal 2006, the Audit Committee
        did not
        pre-approve any audit of permissible non-audit services due to an administrative
        oversight; the Audit Committee intends to properly approve all such services
        in
        the future.




60







**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.




AskMeNow,
      Inc.


By:/s/
                Darryl Cohen
            
            
            January
              28,
              2008Darryl
                Cohen, President, Chief Executive
                Officer(Principal
                Executive Officer and Principal Financial Officer)





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




By:/s/
                Darryl Cohen
            
            
            January
              28,
              2008Darryl
                Cohen,(Principal
                Executive Officer, Principal Financial Officer and
                Director)


By:/s/
                Alan Smith
            
            
            January
              28, 2008Alan
                Smith, Director By:/s/
                Sandro Sordi
            
            
            January
              28, 2008Sandro
                Sordi, Director


61


REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To
          the
          Board of Directors of:
   AskMeNow,
          Inc. and Subsidiaries
   We
          have
          audited the accompanying consolidated balance sheets of AskMeNow, Inc.
          formerly
          Ocean West Holding Corporation and subsidiaries as of December 31, 2006
          and
          December 31, 2005(Restated), and the related consolidated statements of
          operations, changes in stockholders’ equity and cash flows for the years ended
          December 31, 2006 and 2005(Restated). These consolidated financial statements
          are the responsibility of the Company’s management. Our responsibility is to
          express an opinion on these financial statements based on our audits.
   We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audits 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 disclosures
          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
          audits provide a reasonable basis for our opinion.
   In
          our
          opinion, the consolidated financial statements referred to above present
          fairly,
          in all material respects, the financial position of AskMeNow Inc. and
          subsidiaries as of December 31, 2006 and 2005(Restated) and the consolidated
          results of its operations and its cash flows for the years then ended in
          conformity with accounting principles generally accepted in the United
          States of
          America.
   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
          consolidated financial statements, the Company has a net loss of $12,574,002,
          a
          working capital deficiency of $1,375,068 and net cash used in operations
          of
          $5,241,050 as of December 31, 2006. These factors raise substantial doubt
          about
          the Company’s ability to continue as a going concern. Management’s plans
          concerning these matters are also described in Note 1. The financial statements
          do not include any adjustments that might result from the outcome of this
          uncertainty.
   As
          discussed in Note 3, the Company restated its consolidated financial statements
          for the year ended December 31, 2005.
   WEBB
          & COMPANY, P.A.
   Boynton
          Beach, Florida
   April
          11,
          2007
  F-1
  **PART
        I.- FINANCIAL INFORMATION**
  Item
        1.
        Financial Statements
 
 **ASKMENOW,
                  INC AND SUBSIDIARIES****Consolidated
                  Balance Sheets****December
                  31, 2006**
  **December
                  31,****2006**
              
              **2005****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              61,279
              
              $
              159,622Accounts
                  receivable
              
              
              13,860
              
              
              -Prepaid
                  expenses and other current assets
              
              
              79,151
              
              
              47,592Total
                  Currents Assets
              
              
              154,290
              
              
              207,214PROPERTY
                  AND EQUIPMENT, NET
              
              
              188,974
              
              
              245,477**OTHER
                  ASSETS**License
              
              
              150,000
              
              
              -Deposits
              
              
              47,496
              
              
              33,900**TOTAL
                  ASSETS**
              
              $
              540,760
              
              $
              486,591**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                  LIABILITIES**Account
                  payable
              
              $
              1,099,937
              
              $
              197,368Accrued
                  expenses
              
              
              326,797
              
              
              84,077Notes
                  payable - related party
              
              
              102,624
              
              
              -Deferred
                  Tax Liability
              
              
              16,786
              
              
              -Total
                  Current Liabilities
              
              
              1,546,144
              
              
              281,445**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  stock, $0.01 par value, 10,000,000 shares authorized at December
                  31,
                  2006and
                  December 31, 2005Series
                  A Preferred Stock, $0.01 par value, 1,500,000 shares
                  authorized,$10
                  face value, 362,500 shares issued and outstanding at December 31,
                  2006
              
              
              3,625,000
              
              
              -Series
                  B Preferred Stock, $0.01 par value, 1,600,000 shares
                  authorized,$10
                  face value, 235,500 shares issued and outstanding at December 31,
                  2006
              
              
              2,355,000
              
              
              -Series
                  C Preferred Stock, $0.01 par value, 400,000 shares
                  authorized,400,000
                  shares issued and outstanding at December 31, 2006
              
              
              4,000
              
              
              -Series
                  E Preferred Stock, 680 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  F Preferred Stock, 1,250 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  G Preferred Stock, 2,000 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  I Preferred Stock, 550 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Series
                  L Preferred Stock, 1,000 shares authorized, none issued and
                  outstanding
              
              
              -
              
              
              -Common
                    stock $0.01 par value, 100,000,000 shares authorized, 28,994,887
                    and
                    25,966,612 shares issued and outstanding at December 31, 2006
                    and 2005,
                    respectively
              
              
              289,950
              
              
              259,667Class
                  B common stock $0.01 par value, 5,000,000 authorized, none issued
                  and
                  outstanding
              
              
              -
              
              
              -Class
                  D common stock $0.01 par value, 600,000 authorized, none issued
                  and
                  outstanding
              
              
              -
              
              
              -Additional
                  paid-in-capital
              
              
              14,907,308
              
              
              9,793,915Deferred
                  compensation
              
              
              -
              
              
              (235,473
              )Foreign
                  currency translation
              
              
              1,925
              
              
              1,602Accumulated
                  deficit
              
              
              (22,188,567
              )
              
              (9,614,565
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (1,005,384
              )
              
              205,146**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              $
              540,760
              
              $
              486,591
  The
          accompanying notes are an integral part of these consolidated finacial
          statements.
 F-2
  **ASKMENOW,
                    INC AND SUBSIDIARIES****Consolidated
                    Statements of Operations**
  Year
                    Ended December 31,2006
                
                2005Restated**REVENUE**Revenue
                    from mobile services
                
                $
                27,846
                
                $
                10,83827,846
                
                
                10,838**COSTS
                    AND OPERATING EXPENSES**Cost
                    of revenue
                
                
                1,679,307
                
                
                952,365Research
                    and development
                
                
                222,005
                
                
                338,998General
                    and administrative
                
                
                2,906,843
                
                
                2,535,980Professional
                    fees
                
                
                2,622,590
                
                
                650,767Salaries
                    and compensation
                
                
                3,947,217
                
                
                303,995Total
                    Operating Expenses
                
                
                11,377,962
                
                
                4,782,105Operating
                    Loss from Continuing Operations
                
                
                (11,350,116
                )
                
                (4,771,267
                )**OTHER
                    INCOME (EXPENSE)**Derivative
                    expense
                
                
                (1,004,571
                )
                
                -Interest
                    expense
                
                
                (206,483
                )
                
                (4,186
                )Total
                    other expense
                
                
                (1,211,054
                )
                
                (4,186
                )Net
                    Loss from Continuing Operations beforeTaxes
                    and Discontinued Operations
                
                
                (12,561,170
                )
                
                (4,775,453
                )**DISCONTINUED
                    OPERATIONS, net of taxes**Net
                    Loss from discontinued operations
                
                
                -
                
                
                (7,245,144
                )Gain
                    on sale of subsidiary
                
                
                -
                
                
                3,200,877-
                
                
                (4,044,267
                )Net
                    loss before income taxes
                
                
                (12,561,170
                )
                
                (8,819,720
                )Income
                    taxes
                
                
                (12,832
                )
                
                -Net
                    loss
                
                
                (12,574,002
                )
                
                (8,819,720
                )Preferred
                    stock dividends
                
                
                (322,314
                )
                
                -Net
                    loss applicable to common shareholders
                
                
                (12,896,316
                )
                
                (8,819,720
                )Basic
                    and diluted net loss from continuing operations per common
                    share
                
                $
                (0.47
                )
                $
                (0.32
                )Basic
                    and diluted net loss from discontinued operations per common
                    share
                
                
                -
                
                
                (0.27
                )Basis
                    and diluted net loss per common share
                
                $
                (0.47
                )
                $
                (0.59
                )Basic
                    and diluted weighted average number ofcommon
                    shares outstanding
                
                
                27,228,935
                
                
                15,028,793
  The
          accompanying notes are an integral part of these consolidated finacial
          statements.
  F-3
  **ASKMENOW,
                    INC. AND SUBSIDIARIES****Consolidated
                    Statement of Changes in Stockholders' Equity
                    (Deficit)**
  Additional
                
                
                
                OtherPreferred
                    Stock
                
                Common
                    Stock
                
                Paid-in
                
                Deferred
                
                Comprehensive
                
                AccumulatedShares
                
                Amount
                
                Shares
                
                Amount
                
                Capitial
                
                Compensation
                
                Income
                
                Deficit
                
                TotalJanuary
                    1, 2005
                
                
                -
                
                $
                -
                
                
                2,603,123
                
                $
                26,031
                
                $
                841,628
                
                $
                (178,125
                )
                $
                -
                
                $
                (794,845
                )
                $
                (105,311
                )Net
                    Loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (8,819,720
                )
                
                (8,819,720
                )Other
                    comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,602
                
                
                
                
                
                1,602Total
                    comprehensive loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (8,818,118
                )Sale
                    of common Stock
                
                
                -
                
                
                -
                
                
                13,011,712
                
                
                130,118
                
                
                3,371,915
                
                
                -
                
                
                -
                
                
                -
                
                
                3,502,033Shares
                    issued for services
                
                
                -
                
                
                -
                
                
                2,662,440
                
                
                26,625
                
                
                662,439
                
                
                -
                
                
                -
                
                
                -
                
                
                689,064Shares
                    issued for consulting
                
                
                -
                
                
                -
                
                
                2,103,333
                
                
                21,033
                
                
                557,726
                
                
                -
                
                
                -
                
                
                -
                
                
                578,759Shares
                    issued in reverse merger
                
                
                -
                
                
                -
                
                
                5,586,004
                
                
                55,860
                
                
                3,988,407
                
                
                -
                
                
                -
                
                
                -
                
                
                4,044,267Warrants
                    issued for consulting fees
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                371,800
                
                
                (371,800
                )
                
                -
                
                
                -
                
                
                -Amortizarion
                    of consulting contracts
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                178,125
                
                
                -
                
                
                -
                
                
                178,125Amortization
                    of warrants
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                136,327
                
                
                -
                
                
                -
                
                
                136,327December
                    31, 2005
                
                
                -
                
                $
                -
                
                
                25,966,612
                
                $
                259,667
                
                $
                9,793,915
                
                $
                (235,473
                )
                $
                1,602
                
                $
                (9,614,565
                )
                $
                205,146Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (12,574,002
                )
                
                (12,574,002
                )Other
                    comprehensive income
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                323
                
                
                
                
                
                323Total
                    comprehensive loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (12,573,679
                )Amortization
                    of warrants
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                235,473
                
                
                
                
                
                
                
                
                235,4732005
                    equity incentive stock option plan
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,902,440
                
                
                
                
                
                
                
                
                
                
                
                1,902,4402006
                    employee stock incentive plan
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                551,083
                
                
                
                
                
                
                
                
                
                
                
                551,083Series
                    A preferred stock issued
                
                
                362,500
                
                
                3,625,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,625,000Series
                    B preferred stock issued for cash
                
                
                235,500
                
                
                2,355,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,355,000Series
                    C preferred stock issued for services
                
                
                400,000
                
                
                4,000
                
                
                
                
                
                
                
                
                1,196,000
                
                
                
                
                
                
                
                
                
                
                
                1,200,000Shares
                    issued for services
                
                
                
                
                
                
                
                
                297,900
                
                
                2,979
                
                
                185,296
                
                
                
                
                
                
                
                
                
                
                
                188,275Shares
                    issued to officer for services
                
                
                
                
                
                
                
                
                200,000
                
                
                2,000
                
                
                206,000
                
                
                
                
                
                
                
                
                
                
                
                208,000Shares
                    issued to placement agent for fees
                
                
                
                
                
                
                
                
                1,060,000
                
                
                10,600
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                10,600Shares
                    issued for financial advisory fees
                
                
                
                
                
                
                
                
                1,000,000
                
                
                10,000
                
                
                290,000
                
                
                
                
                
                
                
                
                
                
                
                300,000Shares
                    issued to common holders for lockup
                
                
                
                
                
                
                
                
                470,375
                
                
                4,704
                
                
                366,892
                
                
                
                
                
                
                
                
                
                
                
                371,596Placement
                    agent fees
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (770,204
                )
                
                
                
                
                
                
                
                
                
                
                (770,204
                )Fair
                    market derivative liability adjustment
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,004,571
                
                
                
                
                
                
                
                
                
                
                
                1,004,571Placement
                    agent shares value correction
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (54,112
                )
                
                
                
                
                
                
                
                
                
                
                (54,112
                )Warrants
                    issued for financing fees
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                108,622
                
                
                
                
                
                
                
                
                
                
                
                108,622Warrants
                    issued for consulting fees
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                126,805
                
                
                
                
                
                
                
                
                
                
                
                126,805December
                    31, 2006
                
                
                998,000
                
                $
                5,984,000
                
                
                28,994,887
                
                $
                289,950
                
                $
                14,907,308
                
                $
                -
                
                $
                1,925
                
                $
                (22,188,567
                )
                $
                (1,005,384
                )
  The
          accompanying notes are an integral part of these consolidated finacial
          statements.
  F-4
  **ASKMENOW,
                  INC. AND SUBSIDIARIES****Consolidated
                  Statements of Cash Flows**
  Year
                  Ended December 31,2006
              
              2005Restated**OPERATING
                  ACTIVITIES**Net
                  loss from continuing operations
              
              $
              (12,574,002
              )
              $
              (4,775,453
              )Net
                  loss from discontinued operations
              
              
              -
              
              
              (4,044,267
              )(12,574,002
              )
              
              (8,819,720
              ).Adjustments
                  to reconcile net loss to net cash used inoperating
                  activities:Depreciation
              
              
              76,539
              
              
              18,819Amortization
                  of deferred compensation
              
              
              235,473
              
              
              -Amortization
                  of note payable discount
              
              
              68,400
              
              
              -Subscription
                  receivable
              
              
              6,488
              
              
              -Increase
                  in fair value derivative liability
              
              
              1,004,571
              
              
              -Stock,
                  warrants and options issued for services
              
              
              4,521,800
              
              
              1,582,275Stock
                  issued to officer for services
              
              
              208,000
              
              
              -Warrants
                  issued for financing fees
              
              
              108,622
              
              
              -Changes
                  in assets and liabilitiesAccounts
                  receivable
              
              
              (13,860
              )
              
              1,350Prepaid
                  expenses
              
              
              (31,560
              )
              
              (47,592
              )Deposits
              
              
              (13,596
              )
              
              (32,400
              )Accounts
                  payable
              
              
              902,569
              
              
              94,744Accrued
                  expenses
              
              
              242,719
              
              
              64,044Deferred
                  revenue
              
              
              -
              
              
              (5,712
              )Deferred
                  taxes
              
              
              16,787
              
              
              -Discontinued
                  operations, net
              
              
              -
              
              
              5,101,451Net
                  Cash Used In Operating Activities
              
              
              (5,241,050
              )
              
              (2,042,741
              )**INVESTING
                  ACTIVITIES**Purchase
                  of license
              
              
              (150,000
              )
              
              -Purchase
                  of equipment
              
              
              (20,036
              )
              
              (241,651
              )Discontinued
                  operations, net
              
              
              -
              
              
              719,990Net
                  Cash (Used In) Provided by Investing Activities
              
              
              (170,036
              )
              
              478,339**FINANCING
                  ACTIVITIES**Cash
                  overdraft
              
              
              -
              
              
              (2,437
              )Proceeds
                  from notes payable
              
              
              721,500
              
              
              100,000Proceeds
                  from notes payable - related party
              
              
              205,000
              
              
              -Net
                  proceeds from issuance of common stock
              
              
              -
              
              
              3,502,033Net
                  proceeds from issuance of preferred stock
              
              
              5,209,796
              
              
              -Repayment
                  of notes payable
              
              
              (823,876
              )
              
              (100,000
              )Discontinued
                  operations, net
              
              
              -
              
              
              (1,777,174
              )Net
                  Cash Provided By Financing Activities
              
              
              5,312,420
              
              
              1,722,422**EXCHANGE
                  RATE GAIN**
              
              
              323
              
              
              1,602**NET
                  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
              
              
              (98,343
              )
              
              159,622**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
              
              
              159,622
              
              
              -**CASH
                  AND CASH EQUIVALENTS, END OF PERIOD**
              
              $
              61,279
              
              $
              159,622**SUPPLEMENTAL
                  DISCLOSURES OF CASH FLOWS INFORMATION:****CASH
                  PAID DURING THE PERIOD FOR:**Interest
              
              $
              84,246
              
              $
              2,140**NON-CASH
                  TRANSACTIONS DURING THE PERIOD FOR:**Financing
                  costs
              
              $
              692,375
              
              $
              0Reclassification
                  of contracts from equity to liability
              
              $
              2,581,817
              
              $
              0
 The
          accompanying notes are an integral part of these consolidated finacial
          statements.
  F-5




ASKMENOW
      INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





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





*(A)
      Basis of Presentation and Organization*





AskMeNow,
      Inc., formerly Ocean West Holding Corporation (the “Company”), was incorporated
      in Delaware in August 2000, and is a holding company and the parent company
      of
      InfoByPhone, Inc. (“InfoByPhone”). InfoByPhone provides information services and
      content through its AskMeNowTM service to mobile devices. This service allows
      mobile users to ask questions and receive answers through text messaging/SMS
      and
      email.





InfoByPhone
      was formed as a Delaware corporation in June 2004 and was acquired by the
      Company pursuant to the reverse merger transaction discussed below. The Company
      also has a foreign wholly-owned subsidiary, AskMeNow, Inc., a Philippine
      corporation formed in August 2005.





On
      June
      6, 2005, pursuant to a Securities Exchange Agreement and Plan of Reorganization,
      dated as of April 14, 2005, by and among the Company, InfoByPhone and the
      shareholders of InfoByPhone (the “Exchange Agreement”), the Company acquired
      InfoByPhone in a reverse merger (the “Reverse Merger”), pursuant to which
      InfoByPhone became a wholly-owned subsidiary of the Company. In connection
      with
      the Reverse Merger, the Company acquired all of the issued and outstanding
      shares of common stock of InfoByPhone and issued an aggregate 6,000,000 shares
      of authorized but unissued shares of common stock, par value $0.01, of the
      Company, then constituting approximately 56% of the capital stock of the
      Company. The Reverse Merger was treated for accounting purposes as a
      recapitalization by the accounting acquirer, InfoByPhone.





Accounting
      principles applicable to the Reverse Merger have been applied to record the
      acquisition. Under this basis of accounting, InfoByPhone is the acquirer and,
      accordingly, the consolidated entity is considered to be a continuation of
      InfoByPhone, with the net assets of the Company deemed to have been acquired
      and
      recorded at their fair market value. The consolidated statements of operations
      for the years ended December 31, 2006 and December 31, 2005 included herewith
      include the results of InfoByPhone for the year ended December 31, 2005 and
      those of AskMeNow (formerly Ocean West Holding Corporation) from June 6, 2005
      to
      December 31, 2006, and Ocean West Enterprises, Inc. (“OWE”) from June 6, 2005 to
      December 30, 2005. OWE was a wholly-owned subsidiary of the Company until it
      was
      sold in connection with the Reverse Merger as discussed below. As of December
      30, 2005 OWE was sold and therefore has not been included in operations in
      2006.





Pursuant
      to the terms and conditions of the Exchange Agreement, the Company also agreed
      to spin-off or otherwise dispose of OWE, and for InfoByPhone to become the
      sole
      operating business of the Company. Pursuant to a Stock Purchase Agreement dated
      as of December 30, 2005, Container/ITW, Inc. purchased 100% of the capital
      stock
      of OWE for $1.00, and acknowledged that pursuant to the Exchange Agreement,
      OWE
      had previously assumed all liabilities and obligations of the
      Company.





F-6




OWE
      was a
      wholesale and retail mortgage banking company primarily engaged in the business
      of originating and selling loans secured by real property with one to four
      units. OWE’s income was generated from loan origination fees and from gains from
      sales of mortgage loans on the secondary mortgage market and to private
      investors.





The
      Company has incurred significant operating losses since its inception. As
      reflected in the accompanying financial statements, the Company had a net loss
      of $12,574,002, a working capital deficiency of $1,375,068, and net cash used
      in
      operations of $5,241,050 as of December 31, 2006. Management expects that
      significant on-going operating expenditures will be necessary to successfully
      implement the Company’s business plan and develop and market its services. The
      Company estimates that it may require up to $500,000 per month to launch its
      product through 2007. These circumstances raise substantial doubt about the
      Company’s ability to continue as a going concern. Implementation of the
      Company’s plans and its ability to continue as a going concern depend upon its
      securing substantial additional financing. Management’s plans include efforts to
      obtain additional capital, although no assurances can be given about the
      Company’s ability to obtain such capital. If the Company is unable to obtain
      adequate additional financing or generate profitable sales revenues, it may
      be
      unable to continue product development and other activities and may be forced
      to
      cease operations.





During
      2006 the Company received net proceeds from the issuance of convertible
      preferred stock of $5,209,796 and bridge loans of $926,500, and is in the
      process of seeking additional funding. The Company’s continued existence is
      dependent upon its ability to raise capital and to successfully market and
      sell
      its products. The consolidated financial statements presented herein do not
      include any adjustments that might result from the outcome of this uncertainty.





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





*(A)
      Principles of Consolidation*





The
      consolidated financial statements for the year ended December 31, 2006 include
      the Company and its wholly-owned subsidiaries. The consolidated financial
      statements for the year ended December 31, 2005 include the former Ocean West
      Holding Company and its wholly-owned subsidiaries: (i) InfoByPhone, Inc., (ii)
      Ocean West Enterprises, Inc. for the period June 6, 2005 to December 30, 2005,
      (iii) AskMeNow, Inc., a Philippines corporation, and (iv) InfoByPhone, LLC.
      All
      significant inter-company accounts and transactions have been eliminated in
      consolidation.





On
      May
      23, 2005, the Board approved the spin-off of OWE to stockholders of record
      of
      the Company on that date, subject to the spin-off being declared effective
      by
      the SEC. The Exchange Agreement permitted either the spin-off or sale of OWE.
      Since the Company could not complete the spin-off as of December 30, 2005,
      the
      Company sold OWE for $1.00 to Container/ITW, Inc. as discussed in Note 1 above.
      The operations of OWE have been included in discontinued operations as of
      December 31, 2005 in the accompanying consolidated statement of
      operations.





F-7




*(B)
      Revenue Recognition*





The
      Company currently provides two platforms for asking questions: SMS/text
      messaging and through a downloaded application. Users are charged on a monthly
      or per question basis but are not charged for the downloaded application. The
      Company recognizes revenue for all submitted questions at the time of the
      inquiry, regardless of the method used to submit the question. For advertising
      space sold, the company will recognize revenue over the period the advertisement
      is displayed. The Company recognizes revenue when persuasive evidence of an
      arrangement exists, delivery has occurred, the sales price is fixed or
      determinable, and collectibility is probable.




**** *(C)
      Cash and Cash Equivalents*





The
      Company considers all highly liquid temporary cash investments with an original
      maturity of three months or less to be cash equivalents. As of December 31,
      2006
      and 2005 there were no cash equivalents.





*(D)
      Fair Value of Financial Instruments*





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





*(E)
      Concentrations of Risk*





During
      2005, the Company formed its AskMeNow, Inc. subsidiary in the Philippines.
      As of
      December 31, 2006 and 2005, 39% and 69% of the Company’s assets were located in
      the Philippines, respectively.





*(F)
      Concentration of Credit Risk*





The
      Company at times has cash in banks in excess of FDIC insurance limits. At
      December 31, 2006 and 2005, the Company had no amounts in excess of FDIC
      insurance limits. At December 31, 2006 and 2005, the Company had total cash
      of
      $18,282 and $141,051, respectively, in banks located in the
      Philippines.





During
      2006, one customer accounted for 49% of the Company’s sales. During 2005, two
      customers accounted for 33% and 54% of the Company’s sales, respectively.





*(G)
      Use of Accounting Estimates*





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period. Actual results could differ from those estimates.




F-8




*(H)
      Property and Equipment*





Property
      and equipment are stated at cost, less accumulated depreciation. Depreciation
      is
      provided using the straight-line method over the estimated useful lives of
      the
      individual assets. The estimated useful life of the computer equipment is five
      years, estimated useful life of the office furniture is seven years and the
      estimated useful life of leasehold improvements is the term of the lease or
      the
      useful life of the improvement, whichever is shorter.





*(I)
      Advertising Costs*





Advertising
      costs are expensed as incurred. Total advertising costs charged to operations
      for the years ended December 31, 2006 and 2005 were $42,700 and $268,591,
      respectively.





*(J)
      Income Taxes*





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





*(K)
      Other Comprehensive Income*





The
      Company uses SFAS No. 130, “Reporting Comprehensive Income”, which establishes
      standards for reporting and display of comprehensive income, its components
      and
      accumulated balances. The Company is disclosing this information in its
      consolidated statements of changes in stockholders’ equity (deficit).
      Comprehensive income is comprised of a gain on foreign currency translation
      of
      the Company’s Philippine subsidiary.





*(L)
      Foreign Currency Translation*





The
      functional currency of the Company is the United States Dollar. The financial
      statements of the Company’s Philippines subsidiary are translated to U.S.
      dollars using the period exchange rates as to assets and liabilities and average
      exchange rates as to revenues and expenses. Capital accounts are translated
      at
      their historical exchange rates when the capital transaction occurred. Net
      gains
      and losses resulting from foreign exchange translations are included in the
      statements of operations and changes in stockholders’ equity (deficit) as other
      comprehensive income (loss). As of December 31, 2006 and 2005, the translation
      adjustments were $1,925 and $1,602, respectively.





F-9




*(M)
      Loss Per Share*





The
      Company applies SFAS No. 128, “Earnings per Share” in calculating basic and
      diluted loss per share. Basic loss per common share is computed by dividing
      the
      net loss available to common shareholders by the weighted average number of
      common shares outstanding during the period. In computing diluted loss per
      share, stock options and similar instruments that are dilutive are included
      in
      the calculation. Stock options and warrants were not included in the computation
      of diluted loss per share for the periods presented because their inclusion
      is
      anti-dilutive. The total potential dilutive convertible preferred stock,
      warrants and stock options outstanding at December 31, 2006 and 2005
      were  35,229,013  and
      3,033,543, respectively.





*(N)
      Business Segments*





The
      Company operates in one segment, mobile devices. The Company’s mortgage services
      division had been disposed of as of December 30, 2005 and the amounts from
      its
      operations have been included in discontinued operations.





*(O)
      Stock-Based Compensation*





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





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





*(P)
      Research and Development*





Research
      and development expenses include payroll, employee benefits and costs associated
      with product development. The Company has determined that technological
      feasibility for its software products is reached shortly before the products
      are
      released. Costs incurred after technological feasibility is established are
      not
      material, and accordingly, all research and development costs are expensed
      when
      incurred.





F-10




*(Q)
      Derivative Liabilities*





The
      Company accounts for its embedded conversion features and freestanding warrants
      pursuant to SFAS No. 133, “Accounting for Derivative Instruments and Hedging
      Activities”, which requires a periodic valuation of the fair value of derivative
      instruments and a corresponding recognition of liabilities associated with
      such
      derivatives. The recognition of derivative liabilities related to the issuance
      of shares of common stock is applied first to the proceeds of such issuance,
      at
      the date of issuance, and the excess of derivative liabilities over the proceeds
      is recognized as other expense in the accompanying consolidated financial
      statements. The recognition of derivative liabilities related to the issuance
      of
      convertible debt is applied first to the proceeds of such issuance as a debt
      discount, at the date of issuance, and the excess of derivative liabilities
      over
      the proceeds is recognized as other expense in the accompanying consolidated
      financial statements. Any subsequent increase or decrease in the fair value
      of
      the derivative liabilities is recognized as other expense or other income,
      respectively. The reclassification of a contract is reassessed at each balance
      sheet date. If a contract is reclassified from permanent equity to an asset
      or a
      liability, the change in the fair value of the contract during the period the
      contract was classified as equity is accounted for as an adjustment to equity.
      If a contract is reclassified from an asset or liability to equity, gains or
      losses recorded to account for the contract at fair value during the period
      that
      contract was classified as an asset or a liability are not reversed but instead
      are accounted for as an adjustment to equity.





*(R)
      Recent Accounting Pronouncements*





In
      February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments-an amendment of FASB Statements No. 133 and 140”, to
      simplify and make more consistent the accounting for certain financial
      instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative
      Instruments and Hedging Activities”, to permit fair value re-measurement for any
      hybrid financial instrument with an embedded derivative that otherwise would
      require bifurcation, provided that the whole instrument is accounted for on
      a
      fair value basis. SFAS No. 155 also amends SFAS No. 140, “Accounting for
      Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”,
      to allow a qualifying special-purpose entity to hold a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. SFAS No. 155 applies to all financial instruments acquired
      or issued after the beginning of an entity’s first fiscal year that begins after
      September 15, 2006, with earlier application allowed. The adoption of this
      statement is not expected to have a material effect on the Company’s future
      reported financial position or results of operations.





In
      March
      2006, the FASB issued SFAS No. 156, “ *Accounting
      for Servicing of Financial Assets, an amendment of FASB Statement No.
      140* ”.
      This
      statement requires that all separately recognized servicing assets and servicing
      liabilities be initially measured at fair value, if practicable, and permits
      for
      subsequent measurement using either fair value measurement with changes in
      fair
      value reflected in earnings or the amortization and impairment requirements
      of
      SFAS No. 140. The subsequent measurement of separately recognized servicing
      assets and servicing liabilities at fair value eliminates the necessity for
      entities that manage the risks inherent in servicing assets and servicing
      liabilities with derivatives to qualify for hedge accounting treatment and
      eliminates the characterization of declines in fair value as impairments or
      direct write-downs. SFAS No. 156 is effective for an entity’s first fiscal year
      beginning after September 15, 2006. The adoption of this statement is not
      expected to have a material effect on the Company’s future reported financial
      position or results of operations.





F-11




In
      June
      2006, the FASB issued FASB Interpretation No. 48, *“* Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
      109 *”* .
      FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing a
      two-step method of first evaluating whether a tax position has met a more likely
      than not recognition threshold and second, measuring that tax position to
      determine the amount of benefit to be recognized in the financial statements.
      FIN 48 provides guidance on the presentation of such positions within a
      classified statement of financial position as well as on de-recognition,
      interest and penalties, accounting in interim periods, disclosure, and
      transition. FIN 48 is effective for fiscal years beginning after December 15,
      2006. The adoption of this statement is not expected to have a material effect
      on the Company’s future reported financial position or results of
      operations.





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





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
      No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the
      over-funded or under-funded status of a defined benefit postretirement plan
      (other than a multiemployer plan) as an asset or liability in its statement
      of
      financial position and to recognize changes in that funded status in the year
      in
      which the changes occur through comprehensive income of a business entity or
      changes in unrestricted net assets of a not-for-profit organization. This
      statement also requires an employer to measure the funded status of a plan
      as of
      the date of its year-end statement of financial position, with limited
      exceptions. The provisions of SFAS No. 158 are effective for employers with
      publicly traded equity securities as of the end of the fiscal year ending after
      December 15, 2006. The adoption of this statement is not expected to have a
      material effect on the Company’s future reported financial position or results
      of operations.





In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements.” SAB No. 108 addresses how the effects of
      prior year uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires
      companies to quantify misstatements using a balance sheet and income statement
      approach and to evaluate whether either approach results in quantifying an
      error
      that is material in light of relevant quantitative and qualitative factors.
      SAB
      No. 108 is effective for periods ending after November 15, 2006. The Company
      is
      currently evaluating the impact of adopting SAB No. 108 but does not expect
      that
      it will have a material effect on its financial statements.





F-12




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





*(S)
      Reclassification*





Certain
      amounts in the 2005 financial statements have been reclassified to conform
      to
      the 2006 financial presentation. These reclassifications have no impact on
      net
      loss.




**NOTE
      3. RESTATEMENT OF FINANCIAL STATEMENTS**





The
      financial statements for the year ended December 31, 2005 have been restated
      to
      reflect a reclassification of $327,700 from gain on disposal to impairment.
      This
      was a result of the Company restating its September 30, 2004 financial
      statements to reflect the write-off of $327,700 of loans held for investment.





In
      the
      fall of 2005, the Company reviewed its investments acquired as part of the
      Reverse Merger pursuant to which the Company (then Ocean West Holding
      Corporation) acquired InfoByPhone, based on comments the Company received from
      the staff of the Securities and Exchange Commission following the transaction.
      In connection with such review, the Company’s management determined that the
      loans held as investments had been in default prior to September 30, 2004 (which
      was the fiscal year end of Ocean West Holding Corporation until the fiscal
      year
      end was changed to December 31 to conform to that of InfoByPhone following
      the
      Reverse Merger) and the September 30, 2004 financial statements were restated,
      as were the December 31, 2005 financial statements to reflect the Company’s
      restated beginning balance sheet. The restatement did not have an effect on
      the
      Company’s balance sheet, net income, statement of changes in stockholders’
equity (deficit) or statement of cash flows.




F-13


**NOTE
      4. PROPERTY AND EQUIPMENT**





Property
      and equipment consist of the following at December 31:


2006
              
              2005Computer
                  equipment
              
              $
              157,343
              
              $
              144,162Office
                  furniture
              
              
              87,224
              
              
              83,538Leasehold
                  improvements
              
              
              26,184
              
              
              40,220Less
                  accumulated depreciation
              
              
              (81,777
              )
              
              (22,443
              )$
              188,974
              
              $
              245,477




Depreciation
      expense for the years ended December 31, 2006 and 2005 was $76,539 and $18,819,
      respectively.




**NOTE
      5. LICENSE**




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




The
      Company had previously signed a letter of intent on August 22, 2006 with Expert
      System that summarized the scope of the proposed agreement with regard to
      license, service and payment provisions. At the signing of the letter of intent,
      the Company paid Expert System $150,000 as a start-up phase initial payment.
      Additional payments required include payment upon integration of each content
      database with a commitment of at least ten databases in the first 150 days
      after
      signing the agreement. A license fee per single computer server is due in twelve
      monthly installments each commencing the month following the installation of
      the
      software. The on-going technical support commences upon integration of the
      tenth
      database and requires a per month fee for twelve months. Subsequent to
      completion of the twelve month start-up phase, Expert System will receive a
      percentage of the net revenue through the seventh anniversary date of the
      conclusion of the start-up phase. The term of the agreement starts upon the
      commencement date for installation and continues until the seventh anniversary
      date of the conclusion of the start-up phase. The first database integration
      was
      completed in December 2006 and the fee of $39,000 was accordingly recorded
      as
      cost of revenue expense as of December 31, 2006. As of December 31, 2006 Expert
      had not completed the installation of the first database and thus no
      amortization of the license has been recorded during 2006. Amortization of
      the
      license will be over the term of the agreement and commence upon integration
      of
      the database software.




F-14




**NOTE
      6. DERIVATIVE LIABILITY**




On
      December 18, 2006, the Company’s Amended and Restated Certificate of
      Incorporation was filed with the Delaware Secretary of State and became
      effective, thereby increasing the number of authorized shares of common stock
      of
      the Company from 30,000,000 to 100,000,000 shares. The increase in authorized
      shares provided the Company sufficient authorized and un-issued shares to settle
      any outstanding agreements for common shares. A net loss of $1,004,571 was
      recorded upon the re-calculation of the fair value of the outstanding warrants
      and embedded conversion features on December 18, 2006 when the Company was
      able
      to assess that it had adequate authorized shares. The derivative liability
      was
      zero at December 31, 2006.




On
      August
      10, 2006, the Company had issued 522,500 shares of common stock which caused
      an
      insufficient amount of authorized shares to be available for existing contract
      commitments. Accordingly, on August 10, 2006, the Company was not able to assert
      that it had a sufficient number of authorized but un-issued shares to satisfy
      its obligations under outstanding options and warrant agreements. Therefore,
      the
      Company accounted for all of its outstanding options and warrants as derivative
      contracts and recorded a corresponding liability based on the fair value of
      such
      derivatives at the measurement dates.





The
      Company computed the fair value of the outstanding freestanding warrants and
      embedded conversion features, at their measurement date, using the Black Scholes
      valuation model with the following assumptions:





Freestanding
      warrants




At
                  issuance
              
              At
                  September 30, 2006
              
              At
                  December 18, 2006Market
                  price:
              
              $0.31
              
              $0.07
              
              $0.42Exercise
                  price:
              
              $0.25
                  - $2.00
              
              $0.25
                  - $2.00
              
              $0.25
                  - $2.00Term:
              
              1
                  -
                  5 years
              
              1
                  -
                  5 years
              
              1
                  -
                  5 yearsVolatility:
              
              219%
              
              219%
              
              229%Risk-free
                  interest rate:
              
              4.89%
              
              4.59%
              
              4.62%Number
                  of warrants:
              
              9,225,710
              
              9,225,710
              
              9,225,710




The
      Company used the following methodology to value the embedded conversion features
      and liquidated damages:





The
      aggregate fair value of the warrants and options reclassified during the
      nine-month period ended September 30, 2006 amounted to approximately $2,582,000
      at the date of their issuance or reclassification.





**NOTE
      7. PROMISSORY NOTES**




On
      January 17, 2006, an unrelated third party loaned the Company $250,000. The
      loan
      was evidenced by a 10% subordinated promissory note due 60 days from the date
      of
      issuance. An aggregate of 25,000 warrants were issued to the lender, as well
      as
      12,500 warrants to the selling agent for the bridge loan. The warrants are
      all
      exercisable at $2.00 per share through January 31, 2011. On May 22, 2006, the
      Company paid the note in full including penalties of $52,425.




F-15




On
      March
      1, 2006, the Company executed loan documents for a $100,000 bridge loan from
      an
      unrelated third party. The bridge loan was completed on March 8, 2006 and was
      evidenced by a 16% secured promissory note due on the earliest of the closing
      of
      a financing of $1,000,000 in debt, equity or other infusion of capital, or
      June
      30, 2006. The note was paid in full on April 26, 2006.





On
      March
      22, 2006, an unrelated third party loaned the Company $61,500. The loan was
      evidenced by a 16% subordinated promissory note due 90 days from the date of
      issuance. The note was paid in full on August 8, 2006.





On
      April
      3, 2006, the Company completed a $300,000 bridge loan from an unaffiliated
      lender. The loan was evidenced by a 10% subordinated promissory note due July
      2,
      2006. The lender also received 60,000 shares of unregistered restricted common
      stock, which the Company agreed to register for resale. On September 9, 2006,
      the Company paid the note was paid in full.





On
      April
      14, 2006, an unrelated third party loaned the Company $10,000. The loan was
      evidenced by a 10% subordinated promissory note due on demand. On September
      9,
      2006, the Company paid the promissory note in full.




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




On
      March
      1, 2006, the Company’s Chief Executive Officer loaned the Company $105,000. The
      bridge loan was completed on March 8, 2006 and is evidenced by a 16% secured
      promissory note due on the earliest of the closing of a financing of $1,000,000
      in debt, equity or other infusion of capital, or June 30, 2006. During the
      year
      ended December 31, 2006, the Company repaid principal and interest of $102,376
      and $7,624, respectively. The principal balance outstanding at December 31,
      2006
      was $2,624, and the note is currently in default. The Company intends to pay
      the
      promissory note in full upon raising additional equity or debt.





In
      January 2006, a director of the Company loaned the Company $100,000. The loan
      is
      evidenced by a 10% subordinated promissory note due 60 days from the date of
      issuance. As of December 31, 2006, the entire amount of the note remained
      outstanding and the note currently is in default. The Company intends to pay
      the
      promissory note in full upon raising additional equity or debt.





**NOTE
      9. STOCKHOLDERS’ EQUITY (DEFICIT)**





*Summary
      of Preferred Stock Terms*





The
      Company’s Articles of Incorporation authorize the issuance of 10,000,000 shares
      of $.01 par value preferred stock. The Board of Directors has the power to
      designate the rights and preferences of the preferred stock and issue the
      preferred stock in one or more series.





F-16




*Series
      A*





On
      April
      25, 2006, the Company designated 1,500,000 shares of 10% (PIK) Series A
      preferred stock, $0.01 par value. Each share has a face value of $10.00 and
      a
      10% dividend rate, or $1.00 per share payable in-kind. The Series A preferred
      stock ranks senior to the Company’s common stock and each share has a $10 per
      share liquidation preference. **** The
      Series A preferred stock has no voting rights except as provided by the Delaware
      General Corporation Law. As of December 31, 2006, there were 362,500 shares
      of
      Series A preferred stock issued and outstanding.





*Series
      B*





On
      July
      20, 2006, the Company designated 1,600,000 shares of Series B preferred stock,
      $0.01 par value. Each share has a face value of $10.00 and a 10% dividend rate,
      or $.50 per share payable in-kind. The Series B preferred stock ranks senior
      to
      the common stock and on parity with the Series A preferred stock, and each
      share
      has a $10 per share liquidation preference. The Series B preferred stock is
      convertible into common stock at a price of $.50 per share. The Series B
      preferred stock has no voting rights except as provided by the Delaware General
      Corporation Law. As of December 31, 2006, there were 235,500 shares of Series
      B
      preferred stock issued and outstanding.




*Series
      C*





On
      September 7, 2006, the Company designated 400,000 shares of Series C preferred
      stock, $0.01 par value. The Series C preferred stock is not entitled to receive
      dividends, ranks senior to the common stock, and each share has a $.01 per
      share
      liquidation preference. The terms of the Series C preferred stock provided
      that
      such shares would automatically be converted on a one for ten basis into ten
      shares of common stock of the Company at such time as the Company’s Certificate
      of Incorporation was amended to increase the number of authorized shares of
      common stock. The Company’s Amended and Restated Certificate of Incorporation
      became effective on December 18, 2006, which provided for an increase in the
      number of authorized shares of common stock from 30,000,000 to 100,000,000
      shares. On January 10, 2007, the Series C preferred stock was converted into
      4,000,000 unregistered restricted common shares. The
      Series C preferred stock has no voting rights except as provided by the Delaware
      General Corporation Law. As of December 31, 2006, there were 400,000 shares
      of
      Series C preferred stock authorized, all of which were issued and outstanding.





*Series
      E*





The
      Series E preferred stock, $0.01 par value, is non-voting stock 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 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. As of December 31, 2006,
      there were 680 shares of Series E preferred stock authorized, none of which
      were
      issued and outstanding.





F-17




*Series
      F*





The
      Series F preferred stock, $0.01 par value, is voting stock 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 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. As of December 31, 2006, there were 1,250
      shares of Series F preferred stock authorized, none of which were issued and
      outstanding.





*Series
      G*





The
      Series G preferred stock, $0.01 par value, is voting stock 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, 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 monthly basis. As
      of
      December 31, 2006, there were 2,000 shares of Series G preferred stock
      authorized, none of which were issued and outstanding.





*Series
      I*





The
      Series I preferred stock, $0.01 par value, is voting stock 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, 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. As
      of
      December 31, 2006, there were 550 shares of Series I preferred stock authorized,
      none of which were issued and outstanding.





*Series
      L*





The
      Series L preferred stock, $0.01 par value, is voting stock 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, E, F, G, and I 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.
      As of
      December 31, 2006, there were 1,000 shares of Series L preferred stock
      authorized, none of which were issued and outstanding.




F-18




*Issuance
        of Preferred Stock*
 
 Commencing
        April 25, 2006, the Company began an offering of Series A pr eferred
        stock in the form of a Unit , with
        each Unit consisting of (i) 5,000 shares of Series A preferred stock, and (ii)
        warrants to purchase 50,000 shares of the Company’s common stock, exercisable
        for a period of three years at a price of $1.00 per share.  On
        July
        20, 2006, a supplement to the private placement memorandum used in connection
        with the offering of such Units was approved, which supplement re-priced
        the
        offering and modified the preferred stock offered. All investors that had
        invested in the Series A private placement were offered an opportunity to
        exchange their shares of Series A preferred stock into shares of Series B
        preferred stock that were identical in all respects to the Series A shares
        except for the conversion price, which was reduced to $.50 per share. In
        addition, the number of warrants issued per Unit was increased from 50,000
        to
        100,000 warrants while the exercise price remained at $0.50 per share. The
        number of warrants issued to the placement agent also increased from 1,000,000
        to 2,000,000, exercisable at $.50 per share of common stock rather than $1.00
        per share (or such proportionately smaller number if less than the maximum
        offering amount was raised).
 
 As
        of
        December 31, 2006, the Company had completed the sale of a total of 120 Units
        of
        the Series A and B preferred stock for aggregate gross proceeds of $5,980,000
        ($3,625,000 from the sale of 362,500 shares of Series A preferred stock,
        and
        $2,355,000 from the sale of 235,500 shares of Series B preferred stock).
        The
        placement agent in connection with such offering received warrants to purchase,
        with a cashless exercise feature, 1,000,000 shares of common stock of the
        Company, exercisable at $.50 per share, as well as (1) an aggregate of $608,000
        sales commissions, (2) $162,000 in non-accountable expenses, and (3) 1,060,000
        shares of common stock. As of December 31, 2006, accrued dividends of $224,027
        and $98,287 were due on the Series A and Series B preferred stock,
        respectively.
  In
        September 2006, the Company issued 400,000 shares of its Series C preferred
        stock to financial advisors of the Company in connection with negotiations
        with
        Expert System for an exclusive software license agreement.




*Issuance
      of Common Shares for Cash*





During
      2005, the Company issued an aggregate 1,078,333 shares of common stock to
      individuals for cash of $323,500.





In
      July,
      2005, the Company completed a private placement of its securities, in which
      the
      Company sold 10,666,669 shares of the Company’s common stock for total gross
      proceeds of $3,200,000. The Company received net proceeds of approximately
      $2,778,000, after deducting fees payable to the placement agent. These fees
      included a 10% commission equal to $320,000, payable in cash. The placement
      agent also received 1,066,710 shares of common stock, and $96,000 for a 3%
      non-accountable expense allowance, as well as other transaction expenses payable
      by the Company. The proceeds received in this offering were first used to repay
      approximately $100,000 of outstanding principal and accrued interest owed to
      Allied International Fund. The remaining proceeds from this offering were used
      for research and development, marketing and for working capital and general
      corporate purposes.





During
      2005, seven individuals exercised an aggregate 200,000 common stock warrants
      with an exercise price of $2.00 per share. The Company received cash of
      $400,000. In addition, the Company issued these investors 200,000 new warrants
      at a price of $.90 per share expiring in October 2007. The warrants were treated
      as direct offering costs and the value was included in additional paid in
      capital.




F-19





*Issuance
      of Common Stock for Services*





2005





During
      2005, the Company issued an aggregate 2,662,400 shares of common stock for
      services valued at $689,064. The Company recorded the fair value on the date
      of
      issuance based on then-current cash offering prices.





During
      2005, the Company issued a total of 2,103,333 shares of common stock valued
      at
      $578,759 to seven consultants for services. The Company recorded the fair market
      value on the date of issuance based on then-current cash offering prices.





2006





Between
      January and July 2006, the Company issued 87,900 shares of common stock to
      a
      non-employee professional services firm for investor relations services. The
      Company calculated a fair value of $71,875 for these shares based on the value
      of the shares on the date of issuance and recorded the amount as an
      administrative expense as of December 31, 2006.





Between
      April and December 2006, the Company sold the placement agent 537,500 shares
      of
      unregistered restricted common stock at a price of $.001 per share in connection
      with the agent’s placement of shares of Series A preferred stock. The shares
      issued to the placement agent were in accordance with offering agreement. The
      Company recorded the amount as a direct offering cost.





In
      April,
      2006, the Company issued 60,000 shares of common stock to a note holder, with
      a
      fair market value of $68,400 on the date of issuance. The value was recorded
      as
      debt discount and amortized over the life of the debt. As of December 31, 2006
      the discount was fully amortized.





In
      April,
      2006, the Company issued 200,000 shares of common stock to the Company’s Chief
      Executive Officer as a bonus valued at $208,000, the fair market value on the
      date of issuance. The Company recorded the entire amount as employee
      compensation in the second quarter of fiscal 2006.





In
      August, 2006, the Company sold the placement agent 522,500 shares of
      unregistered restricted common stock at a price of $.001 per share in connection
      with the agent’s placement of shares of Series A preferred stock. On July 20,
      2006 a supplement to the private placement memorandum for the preferred stock
      offering provided for, among other things, a re-pricing of the offering and
      the
      compensation in shares to the placement agent. The additional shares issued
      to
      the placement agent were in accordance with the restructured offering. The
      Company recorded the amount as a direct offering cost.




F-20





In
      August, 2006, the Company issued 150,000 shares of unregistered restricted
      common stock to a vendor in lieu of payment for services provided. The Company
      determined a value for the shares of $48,000 based on the fair market value
      of
      the stock at the time the services were performed. The Company recorded the
      entire amount as general and administrative expense in the third quarter of
      fiscal 2006.





In
      August, 2006, the Company sold to various financial advisors an aggregate
      1,000,000 shares of unregistered restricted common stock at a price of $.001
      per
      share as compensation for services rendered in connection with negotiations
      with
      Expert System. **** The
      Company determined a value for the shares of $300,000 for such shares, with
      $299,000 recorded as professional fees expense and $1,000 recorded as a
      subscription receivable in the third quarter of fiscal 2006. The subscription
      receivable was offset as an administrative expense due to reimbursable costs
      incurred by the placement agent as of December 31, 2006.




In
      September, 2006, the Company issued an aggregate 470,375 shares of unregistered
      restricted common stock to certain stockholders in accordance with a lock-up
      agreement entered into by such stockholders with the Company. Holders of shares
      of common stock of the Company who agreed not to sell their common shares until
      three months after the effective date of the registration statement covering
      the
      underlying shares of the July 20, 2006 amended preferred stock offering were
      given a 5% stock fee as compensation. The Company determined a value for the
      shares of $371,596 based on the fair market value of the stock upon issuance
      of
      the stock fee. The Company recorded the entire amount as general and
      administrative expense in the third quarter of fiscal 2006.





*Options
      and Warrants issued for Consulting Services*





2005





During
      2005, the Company issued a total of 200,000 common stock warrants with an
      exercise price of $.90 per share to a consultant for services expiring in
      February 2006. The Company recorded the fair market value of the options based
      on the fair value of each option grant estimated on the date of grant using
      the
      Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2005, dividend yield of zero, expected volatility
      of 172%, risk-free interest rates of 4.5%, and expected lives of five to ten
      years. The Company recorded $371,800 in accordance with the Black-Scholes
      pricing model. The term of the services was from November 2005 to February
      2006.
      The Company recorded an expense of $136,327 for the year ended December 31,
      2005
      and deferred compensation of $235,473. The Company recognized $235,473 of
      general and administrative expense in 2006.





2006





Between
      April and December 2006, the Company issued warrants in accordance with the
      Series A and Series B preferred stock offering. The Series A holders received
      3,625,000 warrants to purchase the Company’s common stock, exercisable for a
      period of three years at a price of $1.00 per share. The Series B holders
      received 4,710,000 warrants to purchase the Company’s common stock, exercisable
      for a period of three years at a price of $0.50 per share. The placement agent
      in connection with such offering received warrants to purchase, with a cashless
      exercise feature, 1,000,000 shares of common stock of the Company, exercisable
      at $.50 per share.




F-21





In
      March,
      2006, the Company issued 52,500 common stock warrants to a note holder with
      an
      exercise price of $2.00 per share for financing fees on $350,000 of notes
      expiring in five years. The Company recorded the fair market value of the
      warrants based on the fair value of each warrant estimated on the date of grant
      using the Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2006: dividend yield of zero, expected volatility
      of 172%, risk-free interest rates of 4.50%, and expected lives of five years.
      The Company recorded $108,622 in financing fees in the first quarter of fiscal
      2006.




In
      July,
      2006, the Company issued 200,000 common stock warrants to a vendor with an
      exercise price of $0.50 per share for past services rendered. The Company
      recorded the fair market value of the warrants based on the fair value of each
      warrant estimated on the date of grant using the Black-Scholes option pricing
      model with the following weighted average assumptions used for grants in 2006:
      dividend yield of zero, expected volatility of 219%, risk-free interest rates
      of
      4.84%, and expected lives of five years. The Company recorded a $69,000
      professional fee expense in the third quarter of fiscal 2006.





In
      August, 2006, the Company issued warrants to purchase 200,000 shares of common
      stock to a vendor with an exercise price of $0.50 per share in
      partial consideration for the vendor’s agreement to act as the Company’s public/investor
      relations representative for a term of one year. The warrants vest with respect
      to 100,000 shares three months after the date of grant and with respect to
      the
      second 100,000 shares six months after the date of grant. The Company recorded
      the fair market value of the 183,333 **** vested
      warrants based on the fair value of each warrant estimated on the date of grant
      using the Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2006: dividend yield of zero, expected volatility
      of 219%, risk-free interest rates of 4.84%, and expected lives of five years.
      The Company recorded $21,000 and $37,000 in general and administrative expense
      for the fiscal 2006 third and fourth quarters, respectively.




Warrants
      outstanding at December 31, 2006 were as follows:




WarrantsOutstanding
                  at beginning of year
              
              
              1,131,543Granted
              
              
              9,787,500Exercised
              
              
              —Warrants
                  at December 31, 2006
              
              
              10,919,043




F-22





**NOTE
      10. STOCK OPTION PLAN**





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





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




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





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





As
      a
      result of the adoption of SFAS No. 123 (R), the Company’s results for the year
      ended December 31, 2006 include share-based compensation expense totaling
      $2,453,523, which has been included in salaries and compensation expense. No
      income tax benefit has been recognized in the income statement for share-based
      compensation arrangements as the Company has provided a 100% valuation allowance
      on its net deferred tax asset.




Stock
      option compensation expense in fiscal 2006 is the estimated fair value of
      options granted amortized on a straight-line basis over the requisite service
      period for the entire portion of the award.




F-23





*Accounting
      for Non-Employee Awards*





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





*Pro
      Forma Information under SFAS No. 123 for Periods Prior to Adoption of SFAS
      No.
      123(R)*





The
      following table illustrates the effect on net income and earnings per share
      as
      if the fair value recognition provisions of SFAS No. 123 had been applied to
      all
      outstanding and unvested awards in the prior year comparable
      period.




2006
              
              2005Net
                  loss available to common shareholdersAs
                  Reported
              
              $
              (12,574,002
              )
              $
              (8,819,720
              )Stock-based
                  compensation cost
              
              
              —
              
              
              (868,757
              )Pro
                  Forma
              
              $
              (12,574,002
              )
              $
              (9,688,477
              )Basic
                  and diluted loss per shareAs
                  Reported
              
              $
              (.46
              )
              $
              (.59
              )Pro
                  Forma
              
              $
              (.46
              )
              $
              (.64
              )





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




For
                  the year ended December 31, 2006
              
              For
                  the year ended December 31, 2005Expected
                  term (in years)
              
              
              5-10
              
              
              5
                  - 10Expected
                  volatility
              
              
              219%
                  - 229
              %
              
              172
              %Expected
                  dividend yield
              
              
              0
              %
              
              0
              %Risk-free
                  interest rate
              
              
              4.73%
                  - 4.76
              %
              
              4.50
              %




There
      were 7,722,000 and 1,920,000 employee stock options outstanding **** in
      the
      years ended December 31, 2006 and 2005, respectively.





*Plan
      Information*





On
      August
      4, 2006, the Company’s 2006 Employee Stock Incentive Plan (the “2006 Plan”) was
      approved and adopted by the Board of Directors. The 2006 Plan is scheduled
      to
      become effective upon the approval of the Company’s stockholders either at an
      annual or special meeting to be held within one year from the date of adoption
      by the Board of Directors. Under the 2006 Plan, the Company may grant stock
      options, stock appreciation rights or restricted stock to its employees,
      officers and other key persons employed or retained by the Company and any
      non-employee director, consultant, vendor or other individual having a business
      relationship with the Company, to purchase up to 3,000,000 shares of common
      stock. Options are granted at various times and vest over various periods.
      As of
      December 31, 2006, the Company had issued a total of 1,702,000 options pursuant
      to the 2006 Plan.




F-24





Under
      the
      2005 Management and Director Equity Incentive Stock Option Plan (the “2005
      Plan”), the Company may grant incentive and non-qualified stock options to its
      employees, officers, directors, and consultants of the Company to purchase
      up to
      2,000,000 shares of common stock. Under the 2005 Plan, the exercise price of
      each option must equal or exceed the market price of the Company’s stock on the
      date of grant, and an option’s maximum term is ten years. Options are granted at
      various times and vest over various periods. As of December 31, 2006, the
      Company had issued a total of 1,920,000 options pursuant to the 2005
      Plan.





The
      fair
      value of each option grant is estimated on the date of grant using the
      Black-Scholes option pricing model with the following weighted average
      assumptions used for grants in 2005: dividend yield of zero, expected volatility
      of 172%, risk-free interest rates of 4.5%, and expected lives of three to four
      years.




On
      September 20, 2006, the Company cancelled a total of 2,000,000 common stock
      options previously granted to the Company’s Chief Executive Officer at a per
      share exercise price of $1.01, and issued in replacement thereof 2,000,000
      common stock options at a price of $0.50 per share expiring 10 years from the
      date of issuance. The Company recorded an expense of $1,179,600 for the year
      ended December 31, 2006 in connection therewith.





In
      addition, the Company cancelled a total of 200,000 common stock options
      previously granted to directors of the Company at a per share exercise price
      of
      $1.01, and issued in replacement thereof 200,000 common stock options at a
      price
      of $0.50 per share expiring 10 years from the date of issuance. The Company
      recorded an expense of $58,980 for the year ended December 31, 2006 in
      connection therewith.





A
      summary
      of the status of the Company’s stock options as of December 31, 2006 and the
      changes during the period ended is presented below:


Fixed
                  Options
              
              Shares
              
              Weighted
                  Average
                Exercise
                  PriceOutstanding
                  at beginning of year
              
              
              —
              
              
              —Granted
              
              
              1,920,000
              
              
              —Outstanding
                  at December 31, 2005
              
              
              1,920,000
              
              $
              .70Issued
              
              
              8,272,000
              
              $
              .68Cancelled
              
              
              (2,470,000
              )
              $
              .98Outstanding
                  at December 31, 2006
              
              
              7,722,000
              
              $
              .58Exercisable
                  at December 31, 2006
              
              
              4,853,000
              
              $
              .63Weighted
                  average exercise price of options granted to employees at December
                  31,
                  2006
              
              $
              .68




ExercisePrice
              
              Weighted
                  Number Outstanding at December 31, 2006
              
              Average
                  Remaining Contractual Life
              
              Weighted
                  Average Exercise Price
              
              Number
                  Exercisable at December 31, 2006
              
              Weighted
                  Average Exercise Price$.50-$.85
              
              
              7,452,000
              
              
              7.5
              
              $
              0.54
              
              
              4,583,000
              
              $
              0.56$1.59-$2.00
              
              
              270,000
              
              
              5.0
              
              $
              1.73
              
              
              270,000
              
              $
              1.73


WeightedNumber
              
              Average
              
              Weighted
              
              Number
              
              WeightedOutstanding
              
              Remaining
              
              Average
              
              Exercisable
                  at
              
              AverageExercise
              
              at
                  December
              
              Contractual
              
              Exercise
              
              December
              
              ExercisePrice
              
              31,
                  2005
              
              Life
              
              Price
              
              31,
                  2005
              
              Price$.66-$.85
              
              
              1,920,000
              
              
              7.5
              
              $
              0.70
              
              
              1,269,000
              
              $
              0.70





**NOTE
      11. DISCONTINUED OPERATIONS**





As
      of
      December 30, 2005, the Company sold the operations of its subsidiary, Ocean
      West
      Enterprises, for $1.00 to Container/ITW, Inc. Accordingly, all amounts from
      June
      6, 2005 (date of acquisition) to December 30, 2005 have been reclassified to
      conform to this presentation.





Discontinued
      operations for the period June 6, 2005 to December 30, 2005 are as
      follows:


2005Sales
              
              $
              402,515Cost
                  of goods sold
              
              
              (217,681
              )Operating
                  expenses
              
              
              (1,022,932
              )Goodwill
                  impairment
              
              
              (6,338,357
              )Other
                  income (expense)
              
              
              (68,689
              )Income
                  (loss) from discontinued operations
              
              $
              (7,245,144
              )
  F-25




The
      following is a summary of the gain on the sale of OWE:


Current
                  assets
              
              $
              (144,508
              )Property
                  and equipment
              
              $
              (96,337
              )Other
                  assets
              
              $
              (34,422
              )Current
                  liabilities
              
              $
              3,059,620Long
                  term liabilities
              
              $
              416,523Sale
                  price
              
              $
              1Gain
                  on disposal
              
              $
              3,200,877


**NOTE
      12. COMMITMENTS AND CONTINGENCIES**





*Content
      Contracts*





The
      Company has entered into various service and content agreements. The agreements
      are usually effective for a period of one year and require the Company to pay
      a
      monthly fee and/or transaction fees based on usage. The costs associated with
      these contracts are included in costs of revenues.





Future
      minimum payments are expected to be approximately as follows:


Year
                  Ended December 31,2007
              
              $
              120,9952008
              
              
              89,395$
              210,390


*Lease
      Commitments*





The
      Company’s principal operating offices are located at 26 Executive Park, Suite
      250, Irvine, California 92614. The lease is for approximately 2,641 square
      feet
      under a 3-year lease ending in 2008, at a current monthly rental rate of $5,779.
      We lease approximately 1,100 square feet of office space under a month-to-month
      lease in Deerfield Township, Ohio at a monthly rent of $2,523. We lease
      approximately 300 square feet on Long Island, New York at a monthly rent of
      $1,455.




We
      also
      lease approximately 1,100 square meters of office space under a one-year lease
      in Makati City, Manila, Philippines at a monthly rent of $6,130, which lease
      expires September, 2007. There is an option for a second year on this lease
      at a
      rent that may be increased by a maximum ten percent for the renewal
      term





Rent
      expense for the years ended December 31, 2006 and 2005 was $188,363 and $86,660,
      respectively.




F-26





Future
      minimum lease payments are expected to be approximately as follows:





Year
                  Ended December 31,2007
              
              
              163,1192008
              
              
              59,160$
              222,279





*Employment
      Contracts*





In
      July
      2005, the Company entered into an employment agreement with its President for
      a
      term of three years at an annual minimum salary of $110,000, with additional
      bonuses and fringe benefits as determined by the Board of Directors. In April,
      2006 the Company increased the President’s base salary to $250,000 per year and
      provided for an automobile allowance of $6,840 per year.





On
      October 10, 2006, the Company entered into employment agreements with eight
      executives, each for a term of one year at an annual average salary of $74,450,
      with additional bonuses and benefits as determined by the Board of Directors.




*Financial
      Advising Agreements*




In
      July
      2006, the Company entered into a financial consulting agreement for twenty-four
      months at a rate of $5,000 per month. The Company has prepaid the consulting
      fees through May 2007 and owes a remaining $65,000 in monthly fees through
      May
      2008.




Pursuant
      to an underwriting agreement with its financial advisor, the Company is
      obligated to an exclusive period of twenty-four months commencing on March
      1,
      2007 and ending on February 28, 2009.




*Litigation*




The
      Company has been advised that there are 448,420 outstanding warrants to purchase
      common stock of the Company, a portion of which may still be exercisable despite
      former management’s representation and warranty that there were no outstanding
      warrants at the time of the Reverse Merger. Included in these warrants are
      300,000 claimed to be exercisable at $0.25 per share through August 15, 2007.
      The alleged holder of these warrants, a former consultant of the Company, has
      filed a lawsuit in the United States District Court for the Southern District
      of
      New York (06 CV 609) **** seeking
      specific performance of an agreement which provided for “piggyback” registration
      rights and seeking to have the Company include the 300,000 shares underlying
      the
      warrants in its pending registration statement on Form SB-2. Notwithstanding
      the
      fact that the subject matter of the lawsuit is still in dispute, the Company
      has
      agreed to register the shares. The Company has answered the complaint, denied
      the claims and the court has given the plaintiff until April 13, 2007 to amend
      its complaint or the Company will be given the opportunity to have the complaint
      dismissed.




F-27




In
      December 2005, the Company received a claim from an attorney for Marshall
      Stewart, the former CEO of the Company. Mr. Stewart was employed by the Company
      under an employment agreement dated September 1, 2004. Mr. Stewart was to be
      compensated $180,000 per year in base salary plus bonuses through August 31,
      2007. Mr. Stewart’s claim is for a breach of contract alleged to have occurred
      in late 2004 when the Company was under the control of Consumer Direct of
      America, the Company’s principal shareholder (“CDA”), and for CDA’s failure to
      advise the Company’s stockholders of the sale of the company until after the
      Reverse Merger. As of December 31, 2006, the Company has not accrued any expense
      related to the claim and no further developments have occurred regarding this
      claim.




On
      May 5,
      2006, a judgment by default in the amount of $604,391 was entered by
      IndyMacBank, F.S.B., in the Los Angeles Superior Court against Ocean West
      Holding Corporation, OWE and CDA and Does 1 through 100, inclusive. The
      underlying complaint brought by a federal bank alleged a default by OWE under
      settlement agreements with the plaintiff which purchased certain loans from
      OWE
      however the complaint did not state a cause of action against the Company.
      Pursuant to Section 13.3 of the Securities Exchange Agreement and Plan of
      Reorganization dated as of April 14, 2005, the Company gave CDA notice of a
      breach of the representations and warranties set forth in, among other things,
      Section 5.5 of the Exchange Agreement. In addition, CDA assumed and agreed
      to
      indemnify the Company from any and all liabilities as of May 23, 2005, whether
      known or unknown, pursuant to the Assignment and Assumption of Liabilities
      Agreement of the same date. Personal service upon the Company’s registered agent
      was claimed, however, the Company was never served and will seek to remove
      the
      judgment.




The
      Company has been advised by Pioneer Credit Recovery, Inc. that the U.S.
      Department of Treasury has placed with Pioneer an account owed to it by the
      Company’s former subsidiary, OWE. The former principals of OWE did not disclose
      that they and OWE had guaranteed three HUD loans in the aggregate amount of
      $151,980. In the event a claim is made against the Company by Pioneer, the
      U.S.
      government or any agency or instrumentality thereof, or any other party, the
      Company will seek indemnification from the former principals of OWE, **** Consumer
      Direct of America, the Company’s principal shareholder, and their respective
      affiliates under both the Exchange Agreement and an Assignment and Assumption
      of
      Liabilities Agreement dated May 23, 2005 that the Company entered into with
      the
      former principals in connection with the Reverse Merger (See Note 1 above).
      As
      of December 31, 2006, the Company has not accrued any amount for this guarantee.





**Note
      13. INCOME TAXES**





The
      Company utilizes the liability method of accounting for income taxes as set
      forth in SFAS No. 109, “Accounting for Income Taxes.” Under the liability
      method, deferred taxes are determined based on the difference between the
      financial statement and tax basis of assets and liabilities using enacted tax
      rates in effect in the years in which the differences are expected to reverse.
      Income tax expense for the years ended December 31, 2006 and 2005 is summarized
      as follows:




2006
                
                Current
                
                Deferred
                
                TotalFederal
                
                $
                -
                
                $
                -
                
                $
                -State
                
                
                800
                
                
                -
                
                
                800Foreign
                
                
                -
                
                
                12,032
                
                
                12,032$
                800
                
                $
                12,032
                
                $
                12,832
 2005Federal
                
                $
                -
                
                $
                -
                
                $
                -State
                
                
                -
                
                
                -
                
                
                -Foreign
                
                
                -
                
                
                -
                
                
                -$
                -
                
                $
                -
                
                $
                -




F-28





Income
      tax expense for the years ended December 31, 2006 and 2005 differed from amounts
      computed by applying the statutory U.S. federal corporate income tax rate of
      34%
      to income before income tax benefit as a result of the following:


Expected
                  income tax expense (benefit) from operations atFederal
                  tax rate
              
              $
              (4,270,798
              )State
                  income tax
              
              
              (732,069
              )Stock
                  compensation
              
              
              74,889Foreign
                  rate differential
              
              
              41,460Permanente
                  differences
              
              
              11,878Foreign
                  tax
              
              
              12,032Valuation
                  allowance
              
              
              4,875,440$
              12,832





The
      effects of the temporary differences that gave rise to significant portions
      of
      deferred tax assets and liabilities at December 31, 2006 and 2005 are as
      follows:





Deferred
                  tax assets:
              
              2006
              
              2005Net
                  operating loss carryforward (benefit)
              
              $
              (6,899,802
              )
              $
              (2,024,362
              )Total
                  gross deferred tax assets
              
              
              (6,899,802
              )
              
              (2,024,362
              )Less
                  valuation allowance
              
              
              6,899,802
              
              
              2,024,362Net
                  deferred tax assets
              
              $
              -
              
              $
              -
  F-29


The
      Company has a net operating loss carryforward of approximately $5,198,000
      available to offset future taxable income through 2026. The valuation allowance
      at December 31, 2006 was $6,899,802. The net change in the valuation allowance
      for the year ended December 31, 2006 was an increase of $4,875,440.





The
      Company is also delinquent in filing certain federal and state income tax
      returns for 2004 and 2005 and is working to complete and file the returns.
      The
      Company does not anticipate any tax liability due to the losses incurred to
      date
      and the net operating loss carryforwards available to the
      Company.





**NOTE
      14. SUBSEQUENT EVENTS**





***Expert
      System S.p.A. Acquisition Letter of Intent***




On
      April
      12, 2007, the Company announced that it had entered into a letter of intent
      to
      acquire 100% of the capital stock of Expert System S.p.A. The transaction is
      subject to the Company obtaining required financing for the combined entity,
      audited financial statements, execution of employment agreements with
      management, necessary due diligence, the execution of a definitive acquisition
      agreement, third party and governmental consents and other customary closing
      conditions. This acquisition is contemplated to close within the next three
      to
      four months so long as the funding is in place to meet the terms of the letter
      of intent.





***Preferred
      Stock Financing***





Beginning
      in April 2006, the Company began an offering of preferred stock, $0.01 par
      value, to accredited investors in exchange for cash. In connection with
      preferred offering, the Company granted each investor the right to receive
      200%
      warrant coverage. Between January 1, 2007 and February 26, 2007, the Company
      raised an aggregate $725,000 in subscription for 72,500 additional shares of
      Series B preferred stock, convertible into 1,450,000 common shares, and issued
      warrants to purchase 1,450,000 shares of common stock. The Company paid $99,000
      in placement fees and issued 140,000 shares of common stock to the placement
      agent in connection with such sales of preferred stock. As of February 26,
      2007,
      this offering was closed to any new funding.





***Bridge
      Loan Financing***





Beginning
      in February, 2007, the Company commenced a bridge loan on a “best-efforts” no
      minimum basis, of up to $3 million principal amount of 12% Senior Promissory
      Notes due and payable 90 days from the date of issuance unless extended by
      the
      Company for up to an additional 90 days. The Company will issue warrants to
      purchase four shares of common stock for every $1.00 principal amount of notes
      issued. As of April 10, 2007, the Company had borrowed $375,000 and issued
      warrants to purchase 750,000 shares of common stock. The
      Company paid $12,250 in placement fees in connection with such issuance of
      bridge notes.




F-30





***Issuance
      of Common Stock for Services***





Beginning
      in January 2007, the Company entered into an agreement for investor relations
      and marketing services through March 31, 2007 and issued 165,000 shares of
      unregistered restricted common stock.





***Series
      C Convertible Preferred Stock Conversions***





On
      January 10, 2007, holders of Series C preferred stock converted 400,000 shares
      into 4,000,000 shares of unregistered restricted common stock.





***Short-term
      Liquidity Problems***





During
      the first quarter of fiscal 2007, the Company continued to experience liquidity
      problems and had insufficient cash on hand to effectively manage its business.
      During such period, the Company raised $725,000 through a preferred stock
      offering and $375,000 through bridge loan financing to accredited investors.
      The
      Company has continued to raise operating cash through additional bridge loan
      financing, and our management is in the process of negotiating additional
      financing.




F-31