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): March 10, 2006

                         OCEAN WEST HOLDING CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                  000-49971                 71-087-6958
  (State or other jurisdiction        (Commission               (IRS Employer
        of incorporation)             File Number)           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):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)


<PAGE>


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

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


                                      -2-
<PAGE>


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      As of March 10, 2006, Ocean West Holding Corporation (the "Company")
executed a Stock Exchange Agreement (the "Stock Exchange Agreement") with
Karrell Pty Limited, an Australian corporation ("Karrell"), and certain
shareholders of Karrell (the "Karrell Shareholders"). Pursuant to the Stock
Exchange Agreement, the Karrell Shareholders have agreed to exchange, and the
Company has agreed to acquire (the "Exchange") no less than 90% of the
outstanding share capital of Karrell (the "Karrell Shares") for up to twenty
million (20,000,000) shares of common stock of the Company, par value $.01 per
share (the "Ocean West Shares"), subject to adjustment under certain
circumstances. The Company is seeking to purchase 100% of the Karrell Shares and
will use its reasonable efforts to purchase all shares prior to the Closing
Date. The Company has agreed to make a capital contribution to Karrell of $4
million dollars in cash.

      Karrell is the holding company for an Australian-licensed wagering
services company, Capital Play Pty Limited, which provides access to North
American pari-mutuel horse racing pools for its customers. There was no
relationship between the Company and Karrell prior to the execution of the Stock
Exchange Agreement.

      Pursuant  to the Stock  Exchange  Agreement,  the  Company and the Karrell
Shareholders have agreed, among other things: (i) to execute an escrow agreement
pursuant  to which (a) up to ten  million  (10,000,000)  Ocean  West  Shares are
subject to an escrow (the "Escrow Shares"), based on Fiscal 2006 performance and
two million  (2,000,000)  of such Escrow  Shares are also  subject to a 12 month
escrow based on Karrell's  indemnity for its  representations and warranties and
the Company's  sole recourse  against  Karrell,  Karl J. O'Farrell and the other
Karrell  Shareholders  shall be against  the Escrow  Shares and not  against any
Karrell  Shareholder;  (ii) that Karl J.  O'Farrell, Chief  Executive Officer of
Karrell,  shall be elected by the  Company's  Board of  Directors as a member of
such Board as of the closing date of the Exchange and if at any time thereafter,
the  Company  shall  increase  the size of its Board of  Directors  beyond  four
directors Mr.  O'Farrell shall be entitled to designate a second director to the
Company's  Board of Directors;  (iii) that the Company  shall have  authority to
appoint  50% of  Karrell's  Board  of  Directors,  subject  to  compliance  with
Australian law; (iv) the parties intend that the Exchange  qualify as a tax-free
reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986; and
(v) that  the  Exchange  qualify  for  scrip  for  scrip  roll-over  relief  for
Australian income tax purposes for Karrell's  existing  Australian  shareholders
(under Subdivision 124-M of the Australian Income Tax Assessment Act 1997).

      The Company has also agreed to register for resale, under the Securities
Act of 1933, the Ocean West Shares on a Registration Statement on Form S-4 or
other suitable form within 30 days of the closing of the Exchange.

      The Stock Exchange Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the Stock
Exchange Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit.


                                      -3-
<PAGE>


ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

      The disclosure set forth in Item 1.01 of this Current Report on Form 8-K
regarding the Stock Exchange Agreement is incorporated herein by reference. The
Stock Exchange Agreement provides that the Closing of the Exchange (the
"Closing") and the completion of the Company's acquisition of at least 90% of
the outstanding shares of Karrell is expected to occur by April 15, 2006,
subject to the completion of financing, completion of all schedules and
exhibits, due diligence and customary closing conditions. This item will be
amended to reflect the completion of such acquisition upon the Closing.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

      On March 10, 2006, pursuant to the terms of the Stock Exchange Agreement
described under the heading, "Item 1.01. Entry into a Material Definitive
Agreement" above, the Company, Karrell and the Karrell Shareholders have agreed
to exchange the Karrell Shares for the Ocean West Shares.

      The foregoing Exchange will be made in reliance upon an exemption from the
registration provisions of the Securities Act, set forth in Section 4(2)
thereof, relative to sales by an issuer not involving any public offering, and
the rules and regulations thereunder, and specifically Rule 506 of Regulation D
promulgated thereunder.

ITEM 8.01. OTHER EVENTS.

      On March 13, 2006, the Company issued a press release announcing the
execution of the Stock Exchange Agreement. The press release is furnished
herewith as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Financial statements of businesses acquired

(1) In accordance with Item 9.01(a)4 of Form 8-K, the Company will file the
financial statements of Karrell Pty Limited as required by Item 9.01(a)(1) in an
amendment to this Current Report on Form 8-K, following the Closing of the
Exchange, which will be incorporated by reference herein.

      (b)   Pro forma financial information

(1) In accordance with Item 9.01(b)(2) of Form 8-K, the Company will file the
pro forma financial information required by Item 9.01(b)(1) in an amendment to
this Current Report on Form 8-K, following the Closing of the Exchange, which
will be incorporated by reference herein.

      (d)   Exhibits.

                                      -4-
<PAGE>


NUMBER      DESCRIPTION

10.1        Stock Exchange Agreement, dated as of March 10, 2006, by and among
            among Ocean West Holding Corporation, Karrell Pty Limited and
            certain Karrell Shareholders

99.1        Press Release, dated March 13, 2006, entitled "AskMeNow to Acquire
            Karrell Pty Limited, a Leading Pari-Mutuel Wagering Services Co."


                                      -5-
<PAGE>


                                   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: March 16, 2006

                                    OCEAN WEST HOLDING CORPORATION


                                    By: /s/ Darryl Cohen
                                        --------------------------------------
                                        Darryl Cohen
                                        Chief Executive Officer


                                      -6-
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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): March 10, 2006

                         OCEAN WEST HOLDING CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                  000-49971                 71-087-6958
  (State or other jurisdiction        (Commission               (IRS Employer
        of incorporation)             File Number)           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):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17CFR 240.14d-2(b))

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

                                      -2-
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      As of March 10, 2006, Ocean West Holding Corporation (the "Company")
executed a Stock Exchange Agreement (the "Stock Exchange Agreement") with
Karrell Pty Limited, an Australian corporation ("Karrell"), and certain
shareholders of Karrell (the "Karrell Shareholders"). Pursuant to the Stock
Exchange Agreement, the Karrell Shareholders have agreed to exchange, and the
Company has agreed to acquire (the "Exchange") no less than 90% of the
outstanding share capital of Karrell (the "Karrell Shares") for up to twenty
million (20,000,000) shares of common stock of the Company, par value $.01 per
share (the "Ocean West Shares"), subject to adjustment under certain
circumstances. The Company is seeking to purchase 100% of the Karrell Shares and
will use its reasonable efforts to purchase all shares prior to the Closing
Date. The Company has agreed to make a capital contribution to Karrell of $4
million dollars in cash.

      Karrell is the holding company for an Australian-licensed wagering
services company, Capital Play Pty Limited, which provides access to North
American pari-mutuel horse racing pools for its customers. There was no
relationship between the Company and Karrell prior to the execution of the Stock
Exchange Agreement.

      Pursuant  to the Stock  Exchange  Agreement,  the  Company and the Karrell
Shareholders have agreed, among other things: (i) to execute an escrow agreement
pursuant  to which (a) up to ten  million  (10,000,000)  Ocean  West  Shares are
subject to an escrow (the "Escrow Shares"), based on Fiscal 2006 performance and
two million  (2,000,000)  of such Escrow  Shares are also  subject to a 12 month
escrow based on Karrell's  indemnity for its  representations and warranties and
the Company's  sole recourse  against  Karrell,  Karl J. O'Farrell and the other
Karrell  Shareholders  shall be against  the Escrow  Shares and not  against any
Karrell  Shareholder;  (ii) that Karl J.  O'Farrell, Chief  Executive Officer of
Karrell,  shall be elected by the  Company's  Board of  Directors as a member of
such Board as of the closing date of the Exchange and if at any time thereafter,
the  Company  shall  increase  the size of its Board of  Directors  beyond  four
directors Mr.  O'Farrell shall be entitled to designate a second director to the
Company's  Board of Directors;  (iii) that the Company  shall have  authority to
appoint  50% of  Karrell's  Board  of  Directors,  subject  to  compliance  with
Australian law; (iv) the parties intend that the Exchange  qualify as a tax-free
reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986; and
(v) that  the  Exchange  qualify  for  scrip  for  scrip  roll-over  relief  for
Australian income tax purposes for Karrell's  existing  Australian  shareholders
(under Subdivision 124-M of the Australian Income Tax Assessment Act 1997).

      The Company has also agreed to register for resale, under the Securities
Act of 1933, the Ocean West Shares on a Registration Statement on Form S-4 or
other suitable form within 30 days of the closing of the Exchange.

      The Stock Exchange Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing description of the Stock
Exchange Agreement does not purport to be complete and is qualified in its
entirety by reference to such exhibit.

                                      -3-
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

      The disclosure set forth in Item 1.01 of this Current Report on Form 8-K
regarding the Stock Exchange Agreement is incorporated herein by reference. The
Stock Exchange Agreement provides that the Closing of the Exchange (the
"Closing") and the completion of the Company's acquisition of at least 90% of
the outstanding shares of Karrell is expected to occur by April 15, 2006,
subject to the completion of financing, completion of all schedules and
exhibits, due diligence and customary closing conditions. This item will be
amended to reflect the completion of such acquisition upon the Closing.

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

      On March 10, 2006, pursuant to the terms of the Stock Exchange Agreement
described under the heading, "Item 1.01. Entry into a Material Definitive
Agreement" above, the Company, Karrell and the Karrell Shareholders have agreed
to exchange the Karrell Shares for the Ocean West Shares.

      The foregoing Exchange will be made in reliance upon an exemption from the
registration provisions of the Securities Act, set forth in Section 4(2)
thereof, relative to sales by an issuer not involving any public offering, and
the rules and regulations thereunder, and specifically Rule 506 of Regulation D
promulgated thereunder.

ITEM 8.01. OTHER EVENTS.

      On March 13, 2006, the Company issued a press release announcing the
execution of the Stock Exchange Agreement. The press release is furnished
herewith as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (a)   Financial statements of businesses acquired

(1) In accordance with Item 9.01(a)4 of Form 8-K, the Company will file the
financial statements of Karrell Pty Limited as required by Item 9.01(a)(1) in an
amendment to this Current Report on Form 8-K, following the Closing of the
Exchange, which will be incorporated by reference herein.

      (b)   Pro forma financial information

(1) In accordance with Item 9.01(b)(2) of Form 8-K, the Company will file the
pro forma financial information required by Item 9.01(b)(1) in an amendment to
this Current Report on Form 8-K, following the Closing of the Exchange, which
will be incorporated by reference herein.

      (d)   Exhibits.

                                      -4-
NUMBER      DESCRIPTION

10.1        Stock Exchange Agreement, dated as of March 10, 2006, by and among
            among Ocean West Holding Corporation, Karrell Pty Limited and
            certain Karrell Shareholders

99.1        Press Release, dated March 13, 2006, entitled "AskMeNow to Acquire
            Karrell Pty Limited, a Leading Pari-Mutuel Wagering Services Co."

                                      -5-
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: March 16, 2006

                                    OCEAN WEST HOLDING CORPORATION

                                    By: /s/ Darryl Cohen
                                        --------------------------------------
                                        Darryl Cohen
                                        Chief Executive Officer

                                      -6-