SecProbe.io

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MAIL STOP 0303

June 15, 2005

By Facsimile (714) 258-7639 and U.S. Mail

Marshall L. Stewart
President, Chief Executive Officer
Ocean West Holding Corporation
15991 Redhill Avenue, Suite 110
Tustin, California 92780

Re:  	Ocean West Holding Corporation, Inc.
	Schedule 14f-1 filed on June 7, 2005
	File No. 005-78511

Dear Mr. Stewart:

      We have the following comments on the above referenced
filing. Please understand that the purpose of our review process
is to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

Schedule 14f-1

Change in Control, page 5

1. We refer you to the disclosure that a change of control will
occur with the existing stockholders of Ocean West being reduced
from holding 100% of the issued and outstanding shares of common
stock to holding less than 50% of the issued and outstanding shares
of common stock.  To the extent that Consumer Direct of America will
remain the largest security holder of Ocean West, please disclose or
otherwise advise.  Also, if Consumer Direct of America or any other
security holder will beneficially own greater than 5% immediately
after the closing of the transaction, please revise your beneficial
ownership table on page 4.

Exectuive Officers and Director Nominees at the Closing, page 6
      Board of Directors Committees and Meetings, page 8

2. We note that that the board of directors does not have any
committees but that you intend to form an audit committee, a
nominating committee and a corporate governance and  compensation
committee.  In future filings, your disclosure should include the
information required by Item 7(d) of Schedule 14A.  Please confirm
your understanding.

3. Please disclose whether Ocean West has a process for security
holders to send communications to the board of directors, as
required by Item 7(h) of Schedule 14A.

Executive Compensation, page 8

      General

4. Although we understand that your 14f-1 includes a "Summary
Compensation Table," we note that Rule 14f-1 requires the
information set forth in Item 8 Schedule 14A.  In this regard,
please revise your disclosure to include all of the executive
officer compensation information required by Item 402 of Regulation
S-K, such as option/SAR grants in the last fiscal year and aggregated
option/SAR exercises in the last fiscal year, or otherwise advise.

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy
and adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide, in writing, a statement from the issuer acknowledging that:

* the issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the issuer may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      As appropriate, please amend your document in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 551-3456.  You
may also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549.

                					Very truly yours,

     	          					Jeffrey B. Werbitt
							Attorney-Advisor
							Office of Mergers and
							Acquisitions

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