UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~January 1529, ~~2006~~2007

~~OCEAN~~ASKMENOW, ~~WEST HOLDING CORPORATION~~INC.

(Exact name of registrant as specified in its charter)

Delaware	000-49971	71-087-6958
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26 Executive Park, Suite 250, Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (949) 861-2590

N/A

_____________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

[ o ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~June 15,~~January ~~2006~~29, ~~Ocean West Holding Corporation (the “Company”)~~2007, ~~d/b/a AskMeNow, a wholly-owned subsidiary of~~ the Company, entered into a ~~Services~~consulting ~~Agreement~~agreement (the “Consulting Agreement”) with ~~Mobile~~Dennis ~~ESPN LLC~~Bergquist, apursuant ~~Delaware~~to ~~limited~~which ~~liability~~Mr. ~~company (“ESPN”)~~Bergquist ~~with~~is anengaged ~~effective~~in ~~date~~providing ofthe ~~June~~equivalent 1,services ~~2006~~as ~~(the~~would ~~“Effective~~be ~~Date”).~~performed ~~Pursuant~~by ~~to the~~a ~~Agreement, the Company will provide answers to sport questions submitted by~~chief ~~end-users~~financial ~~of ESPN via its mobile phone service~~officer. The ~~term~~full text of the Consulting Agreement is filed as Exhibit ~~for one~~10.1 ~~year~~to ~~from~~this ~~the~~Current ~~Effective~~Report ~~Date,~~ and ~~will~~is ~~renew~~incorporated ~~thereafter~~herein ~~automatically~~by ~~for~~reference. The ~~additional~~following ~~successive~~discussion ~~one-year periods, unless either party~~ provides ~~30-day written~~a ~~notice~~summary ~~prior~~of to the ~~end~~material terms of the ~~then applicable term. ESPN has agreed~~Consulting ~~to pay~~Agreement, ~~the~~which ~~Company~~discussion ~~certain~~is ~~fees~~qualified ~~for~~in ~~all~~its ~~successful~~entirety ~~responses~~by ~~provided~~reference to ~~ESPN’s~~the ~~end-users’~~entire ~~questions~~text ~~in accordance with the terms~~ of the Consulting Agreement.

The ~~Company~~Consulting ~~has~~Agreement ~~indemnified~~provides ~~ESPN~~that ~~against,~~Mr. ~~among~~Bergquist ~~other~~shall ~~things,~~receive ~~any~~an ~~claims ESPN may~~annual ~~incur~~consulting infee ~~connection with any~~ of ~~the~~$175,000 ~~services~~payable orin ~~answers~~12 ~~provided~~equal byinstallments ~~the~~of ~~Company~~$14,583.33. toAs additional ~~ESPN’s~~consideration ~~end-users~~for ~~pursuant~~the toexecution of the Consulting Agreement, ~~provided that if ESPN~~Mr. ~~substantively~~Bergquist ~~modifies~~received ana ~~answer~~one-time ~~before~~grant ~~providing~~of itnon-qualified tostock ~~end-users,~~options ~~ESPN~~for ~~shall~~1,000,000 ~~be responsible~~shares ~~for~~of ~~any~~common ~~claims~~stock ~~arising out~~ of ~~ESPN’s modification to~~ the ~~Answer. ESPN has indemnified the~~ Company ~~against~~(“Common ~~any~~Stock”) ~~claims~~at ~~that~~an ~~ESPN~~exercise ~~may incur, due~~price equal to ~~any~~ ~~negligent~~$0.55 or(the ~~wrongful~~fair ~~acts~~market orvalue ~~omissions,~~on ~~including~~the ~~but~~date ~~not~~of ~~limited~~grant) ~~to,~~per share (the ~~breach~~“Options”). ofThe ~~the~~Options ~~Agreement,~~shall ofbe ~~ESPN,~~exercisable ~~its~~on ~~agents~~a orcashless ~~employees,~~basis infor ~~the~~a ~~performance~~ period of ~~its~~10 ~~obligations~~years ~~thereunder.~~commencing ~~ESPN~~as ~~may~~of ~~terminate~~January ~~the Agreement if~~29, ~~among~~2007. ~~other things:~~Sixty (i60%) percent of the ~~Company~~Options, exercisable isfor ~~unable~~600,000 orshares ~~fails~~of toCommon ~~perform~~Stock, ~~fully~~vested ~~the~~immediately ~~services~~upon ~~required;~~execution ~~(ii)~~of the ~~Company~~Consulting ~~has~~Agreement. ~~materially~~The ~~breached~~remaining ~~the~~forty ~~Agreement~~(40%) ~~and~~percent ~~such breach~~of isthe Options, ~~not~~exercisable ~~cured~~for ~~within~~400,000 10shares ~~days~~ of ~~notification;~~Common orStock, ~~(iii)~~shall ~~ESPN~~vest ~~ceases~~at toa ~~offer~~rate ~~the~~of ~~question~~25% ~~and~~every ~~answer~~90 ~~service~~days ~~referenced~~ending ~~above,~~ on 30January ~~days’~~29, ~~prior written notice~~2008.

~~Item~~The 9Company’s Board of Directors has authorized the Company to enter into an employment agreement with Mr.~~01. Financial~~ ~~Statements~~Bergquist to become the Chief Executive Officer and Executive Vice President of the Company at any time after it completes ~~Exhibits~~a subsequent financing for at least five million dollars on terms substantially similar to the Consulting Agreement.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Number	Description
10.1	Services Agreement, dated as of June 1, 2006, by and between Ocean West Holding Corporation and Mobile ESPN LLC.

(d) Exhibits

10.1 Consulting Agreement, dated as of January 29, 2007, by and between AskMeNow, Inc. and Dennis Bergquist.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~June~~February 202, ~~2006~~ 2007

~~OCEAN~~ASKMENOW, ~~WEST~~INC. ~~HOLDING CORPORATION~~ By: /s/ Darryl Cohen Darryl Cohen Chief Executive Officer

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