UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

                                   (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

        For the quarter ended June 30, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934
        For the transition period from ________ to __________


                        Commission File Number: 001-11115

                                DIRECTVIEW, INC.
          (Exact name of small business issuer as specified in charter)


         NEVADA                                           04-3053538
         ------                                           ----------
(State or other jurisdiction of                    (I.R.S. Employer I.D. No.)
 incorporation or organization)


                        7700 West Camino Real, Suite 200
                            Boca Raton, Florida 33433
               (Address of principal executive offices)(Zip Code)

                                 (561) 750-9777
                (Issuer's telephone number, including area code)


  Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No [
]

State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At July 15, 2004, there were
216,859,822 shares of the small business issuer's common stock outstanding.


<page>


                                DIRECTVIEW, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED JUNE 30, 2004



                                      INDEX


                                                                            Page

PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheet (Unaudited)
                  As of June 30, 2004..........................................3
         Consolidated Statements of Operations (Unaudited)
                  For the Three and Six Months Ended June 30, 2004 and 2003 ...4
         Consolidated Statements of Cash Flows (Unaudited)
                  For the Six Months Ended June 30, 2004 and 2003..............5

         Notes to Consolidated Financial Statements.........................6-10

         Item 2 - Management's Discussion and Analysis or Plan of
                     Operations............................................11-12

         Item 3 - Controls and Procedures.....................................13

PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings...........................................14

         Item 2 - Changes in Securities and Use of Proceeds...................14

         Item 3 - Default Upon Senior Securities..............................14

         Item 4 - Submission of Matters to a Vote of Security Holders.........14

         Item 5 - Other Events................................................15

         Item 6 - Exhibits and Reports on Form 8-K............................15

         Signatures...........................................................15

                                      -2-

<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2004
                                   (Unaudited)




                                     ASSETS


CURRENT ASSETS:
    Cash                                                              $  27,752
    Accounts Receivable (Net of Allowance
    for Doubtful Accounts of $58,587)                                   330,493
                                                                   -------------

        Total Current Assets                                            358,245

PROPERTY AND EQUIPMENT - Net                                              1,646
INTANGIBLE ASSET (Net of Accumulated Amortization of $3,413)             27,307
OTHER ASSETS                                                              8,801
                                                                   -------------

        Total Assets                                                  $ 395,999
                                                                   =============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts Payable                                                  $ 452,519
    Accrued Expenses                                                     47,564
    Due to Shareholder                                                  379,545
                                                                   -------------

        Total Current Liabilities                                       879,628

Long-Term Debt                                                          229,600
                                                                   -------------

        Total Liabilities                                             1,109,228
                                                                   -------------

STOCKHOLDERS' DEFICIT:
    Preferred Stock ($0.0001 Par Value; 5,000,000 Shares Authorized;
       0 Shares Issued and Outstanding)                                        -
    Common Stock ($0.0001 Par Value; 300,000,000 Shares Authorized;
        and 216,859,822 Shares Issued and Outstanding)                   21,686
    Additional Paid-in Capital                                        6,460,197
    Accumulated Deficit                                              (7,029,868)
    Deferred Compensation                                              (165,244)
                                                                   -------------

        Total Stockholders' Deficit                                    (713,229)
                                                                   -------------

        Total Liabilities and Stockholders' Deficit                   $ 395,999
                                                                  ==============


          See accompanying notes to consolidated financial statements.

                                       -3-

<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<table>
<caption>
                                                       For the Three Months ended June 30,      For the Six Months ended June 30,
                                                     --------------------------------------   --------------------------------------
                                                            2004                   2003               2004                  2003
                                                     ----------------  -------------------   -----------------   ------------------


                                                  <c>                <c>                   <c>                 <c>
NET SALES                                                  $ 247,787              $ 70,242           $ 392,189            $ 151,942

COST OF SALES                                                 71,828                15,572             112,592               42,873
                                                     ----------------  --------------------   -----------------   ------------------
GROSS PROFIT                                                 175,959                54,670             279,597              109,069
                                                     ----------------  --------------------   -----------------   ------------------

OPERATING EXPENSES:
    Depreciation and Amortization                              2,620                 1,104               3,512                2,207
    Professional Fees                                         22,680                40,220              29,700               46,320
    Rent                                                      13,333                 6,000              15,440               10,000
    Compensation                                              43,630                28,656              89,791               56,150
    Other Selling, General and Administrative                114,780                55,539             196,920               91,208
                                                     ----------------  --------------------   -----------------   ------------------

        Total Operating Expenses                             197,043               131,519             335,363              205,885
                                                     ----------------  --------------------   -----------------   ------------------

LOSS FROM OPERATIONS                                         (21,084)              (76,849)            (55,766)             (96,816)
                                                     ----------------  --------------------   -----------------   ------------------

OTHER INCOME (EXPENSES):
     Rental Income                                                 -                     -                   -                2,700
     Interest Expense                                         (1,929)                    -              (3,705)                   -
                                                     ----------------  --------------------   -----------------   ------------------

        Total Other Income (Expenses)                         (1,929)                    -              (3,705)               2,700
                                                     ----------------  --------------------   -----------------   ------------------

NET LOSS                                                   $ (23,013)            $ (76,849)          $ (59,471)           $ (94,116)
                                                     ================  ====================   =================   ==================


NET LOSS PER COMMON
  SHARE - BASIC AND DILUTED                                  $ (0.00)              $ (0.00)            $ (0.00)             $ (0.00)
                                                     ================  ====================   =================   ==================


WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING                                          212,840,888            68,547,804         212,202,253           39,238,540
                                                     ================  ====================   =================   ==================

</table>


          See accompanying notes to consolidated financial statements.

                                       -4-


<page>
                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<table>
<caption>
                                                                            For the Six Months Ended June 30,
                                                                             ------------------------------
                                                                                  2004              2003
                                                                             --------------- --------------

                                                                        <c>               <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                                      $ (59,471)     $ (94,116)
    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities, Net of Effects of Acquisition:

           Depreciation and amortization                                              3,512          2,207
           Loss on disposal of property and equipment                                     -          6,864
           Stock-based compensation                                                  36,897              -

           (Increase) Decrease in:
             Accounts receivable                                                   (210,788)        (2,573)
             Due from related party                                                       -          8,510
             Other assets                                                            (8,801)             -

           Increase (Decrease) in:
              Accounts payable                                                      145,259         37,147
              Accrued expenses                                                       (4,724)        31,032
                                                                                -------------    -----------

Net Cash Flows Used in Operating Activities                                         (98,116)       (10,929)
                                                                                -------------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                                (670)             -
     Cash from acquisition                                                              391              -
                                                                                -------------    -----------

Net Cash Flows Used in Investing Activities                                            (279)             -
                                                                                -------------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of stock options                                         60,000              -
     Decrease in bank overdraft                                                           -         (1,507)
     Proceeds from notes payable                                                     45,000         45,000
     Payments on advances from shareholder                                          (17,681)       (21,108)
                                                                                -------------    -----------

Net Cash Flows Provided by Financing Activities                                      87,319         22,385
                                                                                -------------    -----------

Net Increase (Decrease) in Cash                                                     (11,076)        11,456

Cash - Beginning of Year                                                             38,828              -
                                                                                -------------    -----------

Cash - End of Period                                                              $  27,752      $  11,456
                                                                                =============    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:
     Interest                                                                     $       -      $       -
                                                                                =============    ===========

     Income Taxes                                                                 $       -      $       -
                                                                                =============    ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Common stock issued for debt                                                 $  39,340      $       -
                                                                                =============    ===========

Acquisition details:
     Fair value of assets acquired                                                $  32,461      $       -
                                                                                =============    ===========
     Liabilities assumed                                                          $  38,181      $       -
                                                                                =============    ===========
     Common stock issued for acquisitions                                         $  25,000      $       -
                                                                                =============    ===========
     Customer list                                                                $  30,720      $       -
                                                                                =============    ===========

</table>

          See accompanying notes to consolidated financial statements.

                                       -5-
<page>



                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004



NOTE 1 - BASIS OF PRESENTATION AND SUMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, the financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments have been
included and all adjustments considered necessary for a fair presentation have
been included and such adjustments are of a normal recurring nature. These
financial statements should be read in conjunction with the financial statements
for the year ended December 31, 2003 and notes thereto contained in the Report
on Form 10-KSB of DirectView, Inc. ("our Company" or the "Company") as filed
with the Securities and Exchange Commission (the "Commission"). The results of
operations for the six months ended June 30, 2004 are not necessarily indicative
of the results for the full fiscal year ending December 31, 2004.

The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America ("US GAAP"). The
consolidated financial statements of the Company include the Company and its
subsidiaries. All material intercompany balances and transactions have been
eliminated.

Organiziation

The Company is a full-service provider of teleconferencing services to
businesses and organizations. The Company's conferencing services enable its
clients to cost-effectively conduct remote meetings by linking participants in
geographically dispersed locations. DirectView's primary focus is to provide
high value-added conferencing services to organizations such as professional
service firms, investment banks, high tech companies, law firms, investor
relations firms, and other domestic and multinational companies.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates. Significant estimates in 2004 and 2003
include the allowance for doubtful accounts and the useful life of property,
plant and equipment.

Revenue recognition

The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectibility is reasonably assured. Revenue is
recognized upon completion of conferencing services. The Company generally does
not charge up-front fees and bills its customers based on usage. Revenue for
video equipment sales is recognized upon delivery and installation.


                                       -6-

<page>


                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004



NOTE 1 - BASIS OF PRESENTATION AND SUMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (continued)

Stock-based compensation

The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. Such
compensation amounts are amortized over the respective vesting periods of the
option grant. The Company adopted the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" and SFAS 148, "Accounting for
Stock-Based Compensation -Transition and Disclosure", which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied. The Company accounts for stock options
and stock issued to non-employees for goods or services in accordance with the
fair value method of SFAS 123.

Income (loss) per common share

Basic income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the period.
Diluted income per share is computed by dividing net income by the weighted
average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each period. As of June 30,
2004 and 2003, the Company did not have any common stock equivalents or
potentially dilutive securities outstanding.

Recent accounting pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after January 31, 2003. For those arrangements entered into prior to
January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
The Company has not identified any variable interest entities to date and will
continue to evaluate whether it has variable interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period beginning
after June 15, 2003, with certain exceptions. The adoption of SFAS No. 150 did
not have a significant impact on our consolidated financial position or results
of operations.


                                     -7-
<page>


                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004



NOTE 2 - ACQUISITION

On February 23, 2004, the Company entered into a Stock Purchase Agreement with
Meeting Technologies, Inc. ("Meeting") and Meeting's shareholder. Meeting has
principal offices in New York. Meeting Technologies, Inc. is a privately held
provider of video conferencing equipment and related services. As a result of
the acquisition, the Company issued 500,000 shares of its common stock with a
fair market value of $25,000 in exchange for 100% of the capital stock of
Meeting. The Company accounted for this acquisition using the purchase method of
accounting. The purchase price exceeded the fair value of net assets acquired by
$30,720. The excess has been applied to customer lists and will be amortized
over 36 months. The results of operations of Meeting are included in the
accompanying financial statements from February 23, 2004 (effective date of
acquisition) to June 30, 2004.

The following unaudited pro forma consolidated results of operations have been
prepared as if the acquisition of Meeting had occurred as of the following
periods:

   ------------------------------------------ ---------------- ----------------
                                             Six Months Ended   Six Months Ended
                                               June 30, 2004      June 30, 2003
   ----------------------------------------- ----------------- ----------------

Net Revenues                                     $  451,360       $  410,480
Net Loss from continuing operations              $  (42,559)      $  (30,679)
Net Loss per Share from continuing operations    $     (.00)      $     (.08)

Pro forma data does not purport to be indicative of the results that would have
been obtained had these events actually occurred at the beginning of the periods
presented and is not intended to be a projection of future results.

NOTE 3 - LOAN PAYABLE - RELATED PARTY

As of June 30, 2004, the Company has outstanding loans payable due to a
stockholder of the Company of $379,545. This amount is non-interest bearing and
is due upon demand.

NOTE 4 - LONG-TERM DEBT

As of June 30, 2004, the Company has loans with various entities and an
individual. The loans bear interest at 3.50% per annum and are payable through
December 31, 2005. During the period of any default under the terms of the
notes, the interest rate of the entire indebtedness outstanding shall be at the
rate of 12% per annum. At June 30, 2004, loans payable to these entities or
individuals amounted to $229,600. As of June 30, 2004, accrued interest payable
of the loans amounted to $6,817 and is included in accrued expenses on the
accompanying balance sheet.

The scheduled maturities of long-term debt are as follows:

        2005              $    229,600
                          =============


                                       -8-

<page>

                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004



NOTE 5 -  STOCKHOLDERS' DEFICIT

Stock Plan

The Company established the 2004 Stock Compensation Plan (the "Plan")effective
May 1, 2004, to provide the Company with flexibility and to conserve cash
resources in compensating certain of technical, administrative and professional
employees and consultants. The issuance of shares under the Plan is restricted
to persons and firms who are closely-related to us and who provide services in
connection with the development and production of the Company's products and
services. The Plan authorizes us to issue up to 20,000,000 shares of the
Company's common stock. Shares must be issued only for bona fide services.
Shares are awarded under the Plan pursuant to individually negotiated
compensation contracts or commitments as determined and/or approved by the Board
of Directors or compensation committee. The eligible participants include
directors, officers, employees and non-employee consultants and advisors. There
is no limit as to the number of shares that may be awarded under the Plan to a
single participant.

Common Stock

In February 2004, the Company issued 500,000 shares of common stock in
connection with the acquisition of Meeeting Technologies, Inc. (see note 2).

On April 20, 2004, the Company issued 125,000 shares of common stock to satify a
subscription payable of $10,000.

On May 24, 2004, the Company issued 874,500 shares of common stock to an
employee, an officer and a consultant for services rendered. The Company valued
these common shares at the fair market value on the dates of grant or $0.07
based on the quoted trading price and recorded compensation expense of $21,875
and reduced accounts payable by $39,340.

On May 28, 2004, the Company entered into a one-year consulting agreement and
granted 4,000,000 stock options to a consultant for business development and
marketing services. These options were granted with an exercise price of $.015
per share. The fair value of each option grant was estimated on the date of
grant using the Black-Scholes option-pricing model with the following
assumptions: dividend yield of -0- percent; expected volatility of 99 percent;
risk-free interest rate of 4.50 percent and an expected holding period of
one-half year. In connection with these options, the Company recorded deferred
compensation of $180,266, which is amortized into consulting expense over the
term of the contract. As of June 30, 2004, the Company amortized $15,022 into
consulting expnese. On June 18, 2004, in connection with the exercise of this
option, the Company issued 4,000,000 shares of common stock for proceeds of
$60,000.

NOTE 6 - COMMITMENT AND CONTINGENCIES

The Company entered into an employment agreement with Michael Perry under which
Mr. Perry was engaged to serve as the Chief Executive Officer of the Company for
an initial term of two years, subject to automatic annual renewal terms (unless
terminated by either party at least 60 days prior to the end of any annual
renewal term). Mr. Perry will receive an annual base salary of $63,000, and,
subject to his continued employment by the Company, 2,500,000 shares of common
stock payable over the initial two-year term of the employment agreement. Mr.
Perry is also entitled to a (a) commission equal to 50% of the Company's gross
margins (as defined in the employment agreement) on sales sourced by Mr. Perry
and a 4% override on all other sales, and (b) a bonus of from 3% on net revenues
of $150,000 to 9% on net revenues of $300,000 or more.

                                       -9-
<page>


                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004


NOTE 7 - CONCENTRATIONS

The Company performs ongoing credit evaluations of its customers' financial
conditions and, generally, requires no collateral from its customers. The
Company's three largest customers accounted for approximately 55% of net sales
for the six months ended June 30, 2004.

NOTE 8 - GOING CONCERN CONSIDERATIONS


As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $7,029,868 and a working capital deficit of
$521,383 at June 30, 2004, net losses in six months ended June 30, 2004 of
$59,471 and cash used in operations during the six months ended June 30, 2004 of
$98,116.

While the Company is attempting to increase sales, the growth has not been
significant enough to support the Company's daily operations. Management intends
to attempt to raise additional funds by way of a public or private offering.
While the Company believes in the viability of its strategy to improve sales
volume and in its ability to raise additional funds, there can be no assurances
to that effect. The Company's limited financial resources have prevented the
Company from aggressively advertising its product to achieve consumer
recognition. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan and
generate increased revenues. The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern. Management believes that the actions presently
being taken to further implement its business plan and generate additional
revenues provide the opportunity for the Company to continue as a going concern.

NOTE 9 - SUBSEQUENT EVENT

On July 12, 2004, the Company entered into a stock purchase agreement with
Langley Park Investments PLC, a corporation organized under the laws of England
and Wales ("Langley"). Under the terms of the agreement, the Company shall issue
and sell to Langley, 47,500,000 shares of the Company's common stock at the
average of the closing bid price per share of common stock during the ten (10)
trading days immediatley prior to July 30, 2004. The total purchase price shall
be paid by delivery to the Company of the number of Langley shares (Langely
shares represents shares in Langley's investment fund to be traded on the London
exchange in the near future) equal to the total purchase price divided by the
conversion rate of British Pound Sterling to US dollar on the day preceding the
closing. In connection with the stock purhcase agreement, the Company entered
into an escow agreement. The Company and Langley agreed that the Company's
shares and the Langley shares shall be deposited into escrow, including 50% of
the Langley shares to be deposited into escrow as Downside Priced Protection
(the "Langley escrow shares"). If at any time before September 30, 2004, the
escow agent receives written notice from Langley that the Langley shares are
listed on the London Stock Exchange, the escow agent shall distribute the
Company's common stock to Langley and fify percent of the Langley shares to the
Company. If the escow agent does not receive notice by September 30, 2004, the
escow agent shall return the Company's shares to the Company and the Langley
shares to Langley. However, the Company has the option to extend the September
30, 2004 deadline by providing written notice to the escrow agent.


                                  -10-
<page>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This report on Form 10-QSB contains forward-looking statements that are subject
to risks and uncertainties that could cause actual results to differ materially
from those discussed in the forward-looking statements and from historical
results of operations. Among the risks and uncertainties which could cause such
a difference are those relating to our dependence upon certain key personnel,
our ability to manage our growth, our success in implementing the business
strategy, our success in arranging financing where required, and the risk of
economic and market factors affecting us or our customers. Many of such risk
factors are beyond the control of the Company and its management.


OVERVIEW

DirectView, Inc. is a full-service provider of teleconferencing services to
businesses and organizations. The Company's conferencing services enable its
clients to cost-effectively conduct remote meetings by linking participants in
geographically dispersed locations. Our primary focus is to provide high
value-added conferencing services to organizations such as professional service
firms, investment banks, high tech companies, law firms, investor relations
firms, and other domestic and multinational companies.

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

Revenues

Net sales for the six months ended June 30, 2004 were $392,189 compared to
$151,942 for the six months ended June 30, 2003, an increase of $240,247 or
158%. The increase was due to increased marketing efforts as well as the signing
of new sales contracts with organizations in the distance learning market.

Cost of sales for the six months ended June 30, 2004 was $112,592 with a gross
margin of 71.3%. Cost of sales for the comparable period in 2003 was
$42,873 with a gross margin of 72%.

Depreciation expense for the six months ended June 30, 2004 and 2003 was $3,512
and $2,207, respectively.

Professional fees for the six months ended June 30, 2004 were $29,700 as
compared to $46,320 for the six months ended June 30, 2003, a decrease of
$16,620 and was due to decreased professional costs associated with our SEC
filings due to increased efficiencies in our financial reporting.

Rent expense for the six months ended June 30, 2004 was $15,440 as compared to
$10,000 for the six months ended June 30, 2003, an increase of $5,440 due to the
fact that we began to pay rent on our new lease in March 2004.

Compensation expense for the six months ended June 30, 2004 was $89,791 as
compared to $56,150 for the six months ended June 30, 2003, an increase of
$33,641 or 60%. This increase is primarily due the hiring of additional sales
staff during the three months ended March 31, 2004 as well the hiring of our new
CEO.

Other general and administrative expenses for the six months ended June 30,
2004, were $196,920 as compared to $91,208 for the six months ended June 30,
2003, an increase of $105,712. The increase was primarily due to an increase in
travel related expenses due to our increased marketing efforts, increased
telecomunication costs and increased administrative costs associated with our
office growth.

Rental income related to the sublease of portions of our former office space was
$0 for the six months ended June 30, 2004 as compared to $2,700 for the six
months ended June 30, 2003, a decrease of $2,700. This decrease was due to the
abandonment of our former office space during the first quarter of 2003.

We had interest expense of $3,705 for the six months ended June 30, 2004
compared to $0 for the comparable period in 2003.


                                      -11-

<page>


The Company reported net losses for the six months ended June 30, 2004 and 2003
of $59,471 and $94,116, respectively. This translates to a per share loss of
$0.00 and $0.00 for the six months ended June 30, 2004 and 2003, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our available cash balance at June 30, 2004 was approximately $27,700.

At June 30, 2004, we had a stockholders' deficit of $713,229. Our operations
have been funded by loans from various entities totalling $229,600. These funds
were used primarily for working capital, capital expenditures, advances to third
parties, and to pay down certain related party loans. As of July 15, 2004 the
Company had minimal cash on hand and will have to minimize operations until it
receives additional cash flows from its businesses.

We have no other material commitments for capital expenditures.

Other than funds generated from our sales and loan proceeds, we have no external
sources of liquidity. Although we believe we will have sufficient capital to
fund our anticipated operations through fiscal 2004, we are not currently
generating significant revenues and, unless we raise additional capital, we may
not be able to continue operating beyond fiscal 2004.

During the six months ended June 30, 2004, we had net cash used in operating
activities of $98,116. This consisted of a net loss of $59,471, an increase in
our accounts receivable of $210,788, an increase in other assets of $8,801, and
a decrease in accrued expense of $4,724 offset by depreciation and amortization
of $3,512, stock-based compensation of $36,897, and an increase in accounts
payable of $145,259. In the comparable period of 2003, we had net cash used in
operations of $10,929 primarily relating to the net loss of $94,116 offset by
deceases in our operating assets of $5,937, depreciation of $2,207, loss on
disposal of property and equipmentof $6,864 and increases in our liabilities
consisting of accounts payable and accrued expenses of $68,179.

During the six months ended June 30, 2004 , we received cash of $391 from our
acquisition and purchased property and equipment of $670.

Net cash provided by financing activities for the six months ended June 30, 2004
was $87,319 as compared to net cash provided by financing activities of $22,385
for the six months ended June 30, 2003. During the six months ended June 30,
2004, we received net proceeds from loans of $45,000 and proceeds from the
exercise of stock options of $60,000 offset by repaymemts of shareholder loans
of $17,681. In the comparable period of 2003, we received net proceeds from
loans of $45,000 offset by the repaymemt of shareholder loans of $21,108.

For the fiscal year ended December 31, 2003, our auditors have issued a going
concern opinion in connection with their audit of the Company's financial
statements. As reflected in the accompanying consolidated financial statements,
the Company had an accumulated deficit of $7,029,868 and a working capital
deficit of $521,383 at June 30, 2004, net losses for the six months ended June
30, 2004 of $59,471 and cash used in operations during the six months ended June
30, 2004 of $98,116. These conditions raise substantial doubt about our ability
to continue as a going concern if sufficient additional funding is not acquired
or alternative sources of capital developed to meet our working capital needs.


                                      -12-
<PAGE>

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses. These
estimates and assumptions are affected by management's applications of
accounting policies. Critical accounting policies for DirectView, Inc. include
revenue recognition and accounting for stock based compensation.

Revenue Recognition - Revenue is recognized upon completion of conferencing
services. The Company generally does not charge up-front fees and bills its
customers based on usage. Revenue for video equipment sales is recognized upon
delivery and installation.

Accounting for Stock based Compensation - We account for stock based
compensation utilizing Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), which encourages, but
does not require, companies to record compensation cost for stock-based employee
compensation plans at fair value. We have chosen to account for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and
related interpretations. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the estimated fair market value of our stock
at the date of the grant over the amount an employee must pay to acquire the
stock. We have adopted the "disclosure only" alternative described in SFAS 123
and SFAS 148 (See Recent Accounting Pronouncements), which require pro forma
disclosures of net income and earnings per share as if the fair value method of
accounting had been applied.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after January 31, 2003. For those arrangements entered into prior to
January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
We have not identified any variable interest entities to date and will continue
to evaluate whether it has variable interest entities that will have a
significant impact on its consolidated balance sheet and results of operations.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective for the first interim period beginning
after June 15, 2003, with certain exceptions. The adoption of SFAS No. 150 did
not have a significant impact on our consolidated financial position or results
of operations.

ITEM 3.  CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer (collectively, the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for us. Based upon such officers' evaluation
of these controls and procedures as of a date within 45 days of the filing of
this Quarterly Report, and subject to the limitations noted hereinafter, the
Certifying Officers have concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in this
Quarterly Report is accumulated and communicated to management, including our
principal executive officers as appropriate, to allow timely decisions regarding
required disclosure.

                                      -13-
<page>

The Certifying Officers have also indicated that there were no significant
changes in our internal controls or other factors that could significantly
affect such controls subsequent to the date of their evaluation, and there were
no corrective actions with regard to significant deficiencies and material
weaknesses.

Our management, including each of the Certifying Officers, does not expect that
our disclosure controls or our internal controls will prevent all error and
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. In addition, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

                                     PART II

Item 1 - Legal Proceedings

          A wholly-owned subsidiary of the Company has had certain judgments
          issued and claims made against it aggregating approximately $300,000.
          These judgments and claims arose from transactions undertaken several
          years ago and prior to the merger into a wholly-owned subsidiary of
          the Company that occurred in May 2003.

          The Company derived no benefit from these transactions and received no
          assets or rights directly or indirectly from the acquisition of this
          subsidiary. The Company is not seeking to defend any of these claims,
          although in certain instances, a counterclaim existed with regard to
          one of the claimants.

Item 2 - Changes in Securities and Use of Proceeds

          On April 20, 2004, the Company issued 125,000 shares of common stock
          to satify a subscription payable of $10,000.

          On May 24,2004, we issued 874,500 shares of common stock an employee,
          an officer and a consultant for services rendered.

          On June 18, 2004, in connection with the exercise of this option, we
          issued 4,000,000 shares of common stock for proceeds of $60,000.

Item 3 - Defaults Upon Senior Securities

          None.

Item 4 - Submissions of Matters to a Vote of Security Holders

          None

                                      -14-
<page>

Item 5.  Other Events

         None

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits.

10.1   Share Exchange Agreement dated February 23, 2004 by and between
       DirectView, Inc., Meeting Technologies, Inc. and Michael Perry (1)
10.2   Employment Agreement dated February 23, 2004 by and between Michael
       Perry and DirectView, Inc. (1)
31.1   Certification of Chief Executive Officer Certification under Section 302
31.2   Certification of Principal Financial and Accounting Officer Certification
       under Section 302
32.1   Certification of Chief Executive Officer Certification under Section 906
32.2   Certification of Principal Financial anf Accounting Officer Certification
       under Section 906

         (1) Filed with Form 8-K on February 23, 2004


(b) Reports on Form 8-K:

         Date              Description                             Item Reported

         5/20/04           Reporting of quarter ended
                             March 31, 2004 financial results             12.




                                   SIGNATURES

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

                                           DirectView, Inc.


       Date:  August 3, 2004               By: /s/Michael Perry
                                           --------------------
                                           Michael Perry
                                           Chief Executive Officer and Principal
                                           Financial and Accounting Officer



                                      -15-