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): July 1, 2005

                         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.)

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

Registrant's telephone number, including area code:  (772) 492-0104

            15991 Redhill Avenue, Suite 110, Tustin, California 92780
--------------------------------------------------------------------------------
         (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))

<PAGE>

Item 1.01. Entry Into a Material Definitive Agreement

      On July 1, 2005,  Ocean West  Holding  Corporation  (the  "Company" or the
"Registrant"),  a Delaware  corporation,  commenced  to enter into  Subscription
Agreements (the "Subscription Agreement") relating to the offering and sale of a
minimum of 2,500,000  and a maximum of  6,666,667  shares of common stock of the
Company,  $0.001 par value per share ("Common  Stock"),  at $0.30 per share (the
"Offering").

      The Offering will  continue  until July 31, 2005,  unless  extended for an
additional 30 days until August 31, 2005.  The Company will seek to increase the
maximum shares being offered.

      Existing  stockholders  of the  Company  may  subscribe  for shares in the
offering.

      Pursuant to the  Subscription  Agreement,  the Company agreed to file with
the Securities and Exchange Commission (the "Commission") within 180 days of the
closing of the  Offering to a  registration  statement  on Form SB-2 (or another
available form) under the Securities Act of 1933, as amended (the  "Registration
Statement"),  covering the Shares offered hereby. The Company also agreed to use
its  reasonable  best  efforts  to  have  the  Registration  Statement  declared
effective  within 180 days after the  closing of the  Offering.  If the  Company
fails to file the  Registration  Statement on or before  September 15, 2005, the
Company will pay each selling  security  holder a penalty for each month or part
thereof that the Registration Statement is not filed.

      The  foregoing  summary  of the  terms of the  Subscription  Agreement  is
subject  to,  and  qualified  in its  entirety  by,  the  form  of  Subscription
Agreement,  which is attached to this Current Report on Form 8-K as Exhibit 99.1
and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

      The Registrant's board has approved the Offering,  which will be a private
placement of its securities, on a best efforts,  minimum-maximum basis, to raise
from $750,000 to  $2,000,000.  The Shares are being offered at a per share price
equal to $0.30.

      On July 1, 2005 and July 7, 2005, the Company sold 3,333,333 and 1,010,000
shares of Common  Stock,  respectively.  On July 1, 2005,  the Company  received
gross  proceeds of  $1,000,000  and on July 7, 2005 received  gross  proceeds of
$303,000.  The placement  agent received a 10% sales  commission of $100,000 and
$30,300, respectively.

      The Registrant  expects that the net proceeds in the Minimum  Offering and
Maximum  Offering will be approximately  $617,500 and $1,705,000,  respectively,
after  deducting  fees  payable  to the  placement  agent and other  transaction
expenses  payable by the Company.  The proceeds  received in this  Offering will
first be used to repay  approximately  $100,000  of  outstanding  principal  and
accrued  interest  owed to Allied  International  Fund as well as  approximately
$35,000 in expenses  incurred in connection  with this  Offering.  The remaining
proceeds from this Offering will be used for research and development, marketing
and for working capital and general  corporate uses. The Registrant may also use
proceeds from this Offering to fund our acquisition of new products.

      The Shares  were  offered  and are to be sold in the  Offering  to certain
institutional  and other accredited  investors  without  registration  under the
Securities Act, or state securities laws, in reliance on the exemptions provided
by Section 4(2) of the  Securities  Act and Rule 506 of Regulation D promulgated
thereunder and in reliance on similar exemptions under applicable state laws.


                                      -2-
<PAGE>

      Additional  information  regarding the Shares and the Offering is included
under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by
reference.

      This  communication   shall  not  constitute  an  offer  to  sell  or  the
solicitation  of an  offer  to sell or the  solicitation  of an offer to buy any
securities,  nor shall there be any sale of  securities in any  jurisdiction  in
which such offer,  solicitation  or sale would be unlawful prior to registration
of qualification under the securities laws of any such jurisdiction. No offering
of  securities  shall  be made  except  by  means of a  prospectus  meeting  the
requirements of Section 10 of the Securities Act of 1933, as amended.

      This  communication is not used for the purpose of conditioning the market
in the United States for any of the securities  offered.  The securities offered
will not be or have not been registered  under the Act and may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
registration requirements.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.      Financial Statements and Exhibits.

     99.1       Form of Subscription Agreement


                                      -3-
<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.

                                       OCEAN WEST HOLDING CORPORATION

Date: July 8, 2005                   By:   /s/ Darryl Cohen
                                           -------------------------------------
                                           Darryl Cohen
                                           Chief Executive Officer


                                      -4-
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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): July 1, 2005

                         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.)

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

Registrant's telephone number, including area code:  (772) 492-0104

            15991 Redhill Avenue, Suite 110, Tustin, California 92780
--------------------------------------------------------------------------------
         (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))
Item 1.01. Entry Into a Material Definitive Agreement

      On July 1, 2005,  Ocean West  Holding  Corporation  (the  "Company" or the
"Registrant"),  a Delaware  corporation,  commenced  to enter into  Subscription
Agreements (the "Subscription Agreement") relating to the offering and sale of a
minimum of 2,500,000  and a maximum of  6,666,667  shares of common stock of the
Company,  $0.001 par value per share ("Common  Stock"),  at $0.30 per share (the
"Offering").

      The Offering will  continue  until July 31, 2005,  unless  extended for an
additional 30 days until August 31, 2005.  The Company will seek to increase the
maximum shares being offered.

      Existing  stockholders  of the  Company  may  subscribe  for shares in the
offering.

      Pursuant to the  Subscription  Agreement,  the Company agreed to file with
the Securities and Exchange Commission (the "Commission") within 180 days of the
closing of the  Offering to a  registration  statement  on Form SB-2 (or another
available form) under the Securities Act of 1933, as amended (the  "Registration
Statement"),  covering the Shares offered hereby. The Company also agreed to use
its  reasonable  best  efforts  to  have  the  Registration  Statement  declared
effective  within 180 days after the  closing of the  Offering.  If the  Company
fails to file the  Registration  Statement on or before  September 15, 2005, the
Company will pay each selling  security  holder a penalty for each month or part
thereof that the Registration Statement is not filed.

      The  foregoing  summary  of the  terms of the  Subscription  Agreement  is
subject  to,  and  qualified  in its  entirety  by,  the  form  of  Subscription
Agreement,  which is attached to this Current Report on Form 8-K as Exhibit 99.1
and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

      The Registrant's board has approved the Offering,  which will be a private
placement of its securities, on a best efforts,  minimum-maximum basis, to raise
from $750,000 to  $2,000,000.  The Shares are being offered at a per share price
equal to $0.30.

      On July 1, 2005 and July 7, 2005, the Company sold 3,333,333 and 1,010,000
shares of Common  Stock,  respectively.  On July 1, 2005,  the Company  received
gross  proceeds of  $1,000,000  and on July 7, 2005 received  gross  proceeds of
$303,000.  The placement  agent received a 10% sales  commission of $100,000 and
$30,300, respectively.

      The Registrant  expects that the net proceeds in the Minimum  Offering and
Maximum  Offering will be approximately  $617,500 and $1,705,000,  respectively,
after  deducting  fees  payable  to the  placement  agent and other  transaction
expenses  payable by the Company.  The proceeds  received in this  Offering will
first be used to repay  approximately  $100,000  of  outstanding  principal  and
accrued  interest  owed to Allied  International  Fund as well as  approximately
$35,000 in expenses  incurred in connection  with this  Offering.  The remaining
proceeds from this Offering will be used for research and development, marketing
and for working capital and general  corporate uses. The Registrant may also use
proceeds from this Offering to fund our acquisition of new products.

      The Shares  were  offered  and are to be sold in the  Offering  to certain
institutional  and other accredited  investors  without  registration  under the
Securities Act, or state securities laws, in reliance on the exemptions provided
by Section 4(2) of the  Securities  Act and Rule 506 of Regulation D promulgated
thereunder and in reliance on similar exemptions under applicable state laws.

                                      -2-
Additional  information  regarding the Shares and the Offering is included
under Item 1.01 of this Current Report on Form 8-K and is incorporated herein by
reference.

      This  communication   shall  not  constitute  an  offer  to  sell  or  the
solicitation  of an  offer  to sell or the  solicitation  of an offer to buy any
securities,  nor shall there be any sale of  securities in any  jurisdiction  in
which such offer,  solicitation  or sale would be unlawful prior to registration
of qualification under the securities laws of any such jurisdiction. No offering
of  securities  shall  be made  except  by  means of a  prospectus  meeting  the
requirements of Section 10 of the Securities Act of 1933, as amended.

      This  communication is not used for the purpose of conditioning the market
in the United States for any of the securities  offered.  The securities offered
will not be or have not been registered  under the Act and may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
registration requirements.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.      Financial Statements and Exhibits.

     99.1       Form of Subscription Agreement

                                      -3-
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.

                                       OCEAN WEST HOLDING CORPORATION

Date: July 8, 2005                   By:   /s/ Darryl Cohen
                                           -------------------------------------
                                           Darryl Cohen
                                           Chief Executive Officer

                                      -4-