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): April 2, 2006
OCEAN WEST HOLDING CORPORATION
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 861-2590
N/A
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(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 Material Definitive Agreement
On April 2, 2006, InfoByPhone, Inc., d/b/a AskMeNow, a wholly-owned
subsidiary of the Registrant, Ocean West Holding Corporation (the "Company"),
executed a Wireless Application Distribution Agreement (the "Agreement") with
Rogers Wireless Partnership, an Ontario, Canada partnership ("Rogers") with an
Effective Date of March 31, 2006. Rogers Wireless, Inc. is Canada's largest
wireless voice and data communications service provider with more that 6.1
million customers under the names Rogers Wireless and Fido. Pursuant to the
Agreement, the Company granted to Rogers a non-transferable license to use and
distribute the Company's software technology and its AskMeNow service to Rogers'
customers on their devices, including the right to access and download the
Company's application from a server. The term of the Agreement is for two years
from the Effective Date, with a one year renewal term. The license is exclusive
until January 31, 2007. Rogers has agreed to share with the Company all revenues
received from its customers for the service. Rogers will display the links to
AskMeNow through the Web/WAP interfaces. Rogers will distribute and sub-license
AskMeNow service under AskMeNow and Rogers mutual branding guidelines.
The Company indemnified Rogers against, among other things, a claim of
infringement of any third party intellectual property rights. Either party may
terminate the Agreement for a breach of a material obligation which is not cured
within 20 business days of notification. Rogers may terminate the Agreement for
convenience on 60 days' prior written notice.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Number Description
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10.1 Wireless Application Distribution Agreement, dated as of March 31,
2006, by and between InfoByPhone, Inc. and Rogers Wireless
Partnership.
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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: April 7, 2006
OCEAN WEST HOLDING CORPORATION
By: /s/ Darryl Cohen
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Darryl Cohen
Chief Executive Officer
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