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 September 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 October 31, 2004, there were
264,959,822 shares of the small business issuer's common stock outstanding.


<page>




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


                                      INDEX


                                                                            Page

PART I - FINANCIAL INFORMATION

     Item 1 - Consolidated Financial Statements

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

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

         Item 2 - Management's Discussion and Analysis or Plan of
                     Operations............................................11-14

         Item 3 - Controls and Procedures.....................................14

PART II - OTHER INFORMATION

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

         Item 2 - Changes in Securities and Use of Proceeds...................15

         Item 3 - Default Upon Senior Securities..............................15

         Item 4 - Submission of Matters to a Vote of Security Holders.........15

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

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

         Signatures...........................................................16

                                       -2-
<page>

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

<table>
<caption>

                                          ASSETS


                                                                                      <c>
CURRENT ASSETS:
    Cash                                                                                            $    5,166
    Accounts Receivable (Net of Allowance for Doubtful Accounts of $60,601)                            106,700
    Due from Related Party                                                                               1,353
                                                                                              -----------------

        Total Current Assets                                                                           113,219

PROPERTY AND EQUIPMENT - Net                                                                             1,557
INTANGIBLES ASSET (Net of Accumulated Amortization of $5,973)                                           24,747
INVESTMENT IN MARKETABLE SECURITY, at market                                                           679,526
OTHER ASSETS                                                                                             8,801
                                                                                              -----------------

        Total Assets                                                                                 $ 827,850
                                                                                              =================


                          LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts Payable                                                                                $  425,342
    Accrued Expenses                                                                                    51,958
    Due to Shareholder                                                                                 368,025
                                                                                              -----------------

        Total Current Liabilities                                                                      845,325

Long-Term Debt                                                                                         237,100
                                                                                              -----------------

        Total Liabilities                                                                            1,082,425
                                                                                              -----------------

STOCKHOLDERS' DEFICIT:
    Preferred Stock ($0.0001 Par Value; 5,000,000 Shares Authorized;  No
        Shares Issued and Outstanding)                                                                       -
    Common Stock ($0.0001 Par Value; 300,000,000 Shares Authorized;
        and 264,959,822 Shares Issued and Outstanding, including 500,000 Shares Issuable)               26,496
    Additional Paid-in Capital                                                                       8,684,238
    Accumulated Deficit                                                                             (7,317,808)
    Accumulated Other Comprehensive Loss                                                            (1,527,325)
    Deferred Compensation                                                                             (120,176)
                                                                                              -----------------

        Total Stockholders' Deficit                                                                   (254,575)
                                                                                              -----------------

        Total Liabilities and Stockholders' Deficit                                                 $  827,850
                                                                                              =================

</table>


          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                For the Nine Months ended
                                                               September 30,                            September 30,
                                                   ---------------------------------------  ----------------------------------------
                                                          2004                2003                2004                  2003
                                                   -------------------  ------------------  ------------------    ------------------

                                               <c>                  <c>                 <c>                   <c>

NET SALES                                                $     24,404        $    179,156        $    416,593          $    331,098

COST OF SALES                                                   8,852              44,249             121,444                87,122
                                                   -------------------  ------------------  ------------------    ------------------

GROSS PROFIT                                                   15,552             134,907             295,149               243,976
                                                   -------------------  ------------------  ------------------    ------------------

OPERATING EXPENSES:
    Depreciation and Amortization                               2,649               7,967               6,161                10,174
    Bad Debt Expense                                           55,715                   -              55,715                10,000
    Professional Fees                                          20,930             613,497              50,630               659,817
    Rent                                                       13,608               2,232              29,048                12,232
    Compensation                                               64,904             129,985             154,695               186,135
    Stock-Based Compensation                                   67,068           5,310,433             103,965             5,310,433
    Other Selling, General and Administrative                  76,593              32,930             236,616               114,138
                                                   -------------------  ------------------  ------------------    ------------------

        Total Operating Expenses                              301,467           6,097,044             636,830             6,302,929
                                                   -------------------  ------------------  ------------------    ------------------

LOSS FROM OPERATIONS                                         (285,915)         (5,962,137)           (341,681)           (6,058,953)
                                                   -------------------  ------------------  ------------------    ------------------

OTHER INCOME (EXPENSES):
     Rental Income                                                  -                   -                   -                 2,700
     Interest Expense                                          (2,025)            (11,170)             (5,730)              (11,170)
                                                   -------------------  ------------------  ------------------    ------------------

        Total Other Income (Expenses)                          (2,025)            (11,170)             (5,730)               (8,470)
                                                   -------------------  ------------------  ------------------    ------------------

NET LOSS                                                     (287,940)         (5,973,307)           (347,411)           (6,067,423)

OTHER COMPREHENSIVE LOSS:
   Unrealized Loss on Marketable Securities                (1,527,325)                  -          (1,527,325)                    -
                                                   -------------------  ------------------  ------------------    ------------------

COMPREHENSIVE LOSS                                       $ (1,815,265)       $ (5,973,307)       $ (1,874,736)         $ (6,067,423)
                                                   ===================  ==================  ==================    ==================

NET LOSS PER COMMON
  SHARE - BASIC AND DILUTED                                   $ (0.00)            $ (0.04)            $ (0.00)              $ (0.05)
                                                   ===================  ==================  ==================    ==================

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING                                           249,138,083         163,792,146         224,604,065           111,700,325
                                                   ===================  ==================  ==================    ==================

</table>


          See accompanying notes to consolidated financial statements.
                                       -4-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<table>

<caption>
                                                                    For the Nine Months Ended September 30,
                                                                       ------------------------------
                                                                           2004            2003
                                                                      --------------  --------------


                                                               <c>              <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                          $  (347,411)    $  (6,067,423)
    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:

           Depreciation and amortization                                    6,161             3,310
           Loss on disposal of property and equipment                           -             6,864
           Stock-based compensation                                       103,965         6,025,302

           (Increase) Decrease in:
             Accounts receivable                                           13,005           (60,841)
             Due from related party                                        (1,353)                -
             Other assets                                                  (8,801)                -

           Increase (Decrease) in:
              Accounts payable                                            118,082            54,672
              Accrued expenses                                               (330)           31,443
                                                                      -----------    --------------

Net Cash Flows Used in Operating Activities                              (116,682)           (6,673)
                                                                      -----------    --------------

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                                           52,500           106,600
     Due from affiliates                                                        -            16,854
     Payments on advances from shareholder                                (29,201)          (33,187)
                                                                      -----------    --------------

Net Cash Flows Provided by Financing Activities                            83,299            88,760
                                                                      -----------    --------------

Net Increase (Decrease) in Cash                                           (33,662)           82,087

Cash - Beginning of Year                                                   38,828                 -
                                                                      -----------    --------------
Cash - End of Period                                                      $ 5,166     $      82,087
                                                                      ===========    ==============

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     $          -
                                                                      ===========    ==============
     Common stock issued for marketable securities                    $ 2,206,851     $          -
                                                                      ===========    ==============

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
                               SEPTEMBER 30, 2004



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

Basis of presentation

The accompanying unaudited consolidated 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 consolidated 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 nine months
ended September 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.

Organization

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
                               SEPTEMBER 30, 2004



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


Marketable equity securities

Marketable equity securities consist of investments in equity of publicly traded
and non-public domestic and foreign companies and are stated at market value
based on the most recently traded price of these securities at September 30,
2004. All marketable securities are classified as available for sale at
September 30, 2004. Unrealized gains and losses, determined by the difference
between historical purchase price and the market value at each balance sheet
date, are recorded as a component of Accumulated Other Comprehensive Income in
Stockholders' Equity. Realized gains and losses are determined by the difference
between historical purchase price and gross proceeds received when the
marketable securities are sold. Restricted marketable equity securities are
shown as long-term assets.

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 September
30, 2004 and 2003, the Company did not have any common stock equivalents or
potentially dilutive securities outstanding.

Recent accounting pronouncements

In March 2004, the Financial Accounting Standards Board (FASB) approved the
consensus reached on the Emerging Issues Task Force (EITF) Issue No. 03-1, "The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments." The objective of this Issue is to provide guidance for identifying
impaired investments. EITF 03-1 also provides new disclosure requirements for
investments that are deemed to be temporarily impaired. The accounting
provisions of EITF 03-1 are effective for all reporting periods beginning after
June 15, 2004, while the disclosure requirements are effective only for annual
periods ending after June 15, 2004. The Company has evaluated the impact of the
adoption of EITF 03-1 and does not believe the impact will be significant to the
Company's overall results of operations, cash flows or financial position.


                                       -7-

<page>


                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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 September 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:

<table>
<caption>

                                                    Nine Months Ended       Nine Months Ended
                                                   September 30, 2004       September 30, 2003
                                                   -------------------    ---------------------

                                             <c>                      <c>
Net Revenues                                           $  475,764             $        682,366
Net Loss from continuing operations                    $ (330,499)            $     (6,043,842)
Net Loss per Share from continuing operations          $     (.00)            $           (.05)

</table>

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 September 30, 2004, the Company has outstanding loans payable due to a
stockholder of the Company of $368,025. This amount is non-interest bearing and
is due upon demand.

NOTE 4 - LONG-TERM DEBT

As of September 30, 2004, the Company has loans with various entities and
individuals. 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 September 30, 2004, loans payable to these entities or
individuals amounted to $237,100. As of September 30, 2004, accrued interest
payable of the loans amounted to $8,842 and is included in accrued expenses on
the accompanying balance sheet.

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

                       2005            $            237,100
                                       ====================



                                       -8-

<page>
                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 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 Meeting 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 will be amortized into consulting expense over
the term of the contract. As of September 30, 2004, the Company amortized
$60,090 into consulting expense. 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.

On August 5, 2004, the Company issued 100,000 shares of common stock to an
employee for services rendered. The Company valued these common shares at the
fair market value on the dates of grant or $0.045 based on the quoted trading
price and recorded stock-based compensation expense of $4,500.

On August 23, 2004, the Company issued 500,000 shares of common stock to an
officer/employee for services rendered in connection with an employment
agreement. The Company valued these common shares at the fair market value on
the dates of grant or $0.035 based on the quoted trading price and recorded
stock-based compensation expense of $17,500. As of September 30, 2004, these
shares had not been issued.

On July 30, 2004, the Company sold 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 which was equal to
$.0505 per share for an aggregate value of $2,398,751 (See Note 8).

                                       -9-

<page>
                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 6 - COMMITMENT AND CONTINGENCIES

In February 2004, 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.

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 45% of net sales
for the nine months ended September 30, 2004.

NOTE 8 - MARKETABLE EQUITY SECURITIES

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"). On July 30, 2004, under the terms of the agreement, the
Company sold 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 which was equal to $.0505 per
share for an aggregate value of $2,398,751. The total purchase price was paid by
delivery to the Company of 1,320,898 Langley shares (Langely shares represents
shares in Langley's investment fund to be traded on the London exchange) which
was 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 will
be deposited into escrow, including 50% of the Langley shares to be deposited
into escrow as Downside Priced Protection (the "Langley escrow shares"). In
connection with this stock purchase agreement, the Company paid a placement fee
amounting to $191,900 which was paid by the delivery of 105,672 Langley shares
(8% of total Langley shares received) to the Placement Agent. As of September
30, 2004, the Company had 1,218,226 Langley shares remaining which were valued
at a fair market value of $.5578 per share or $679,526.

NOTE 8 - GOING CONCERN CONSIDERATIONS


As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $7,317,808 and a working capital deficit of
$732,106 at September 30, 2004, net losses in nine months ended September 30,
2004 of $347,411 and cash used in operations during the nine months ended
September 30, 2004 of $116,682.

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.

                                      -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.

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 2003

Revenues

Net sales for the nine months ended September 30, 2004 were $416,593 compared to
$331,098 for the nine months ended September 30, 2003, an increase of $85,495 or
25.8%. The increase was due to increased marketing efforts and the acquisition
of our subsidiary, Meeting Technologies, Inc.

Cost of sales for the nine months ended September 30, 2004 was $121,444 with a
gross margin of 70.8%. Cost of goods sold for the comparable period in 2003 was
$87,122 with a gross margin of 74%.

Depreciation expense for the nine months ended September 30, 2004 and 2003 was
$6,161 and $10,174, respectively.

Bad debt expense for the nine months ended September 30, 2004 and 2003 was
$55,715 and $10,000, respectively.

Professional fees for the nine months ended September 30, 2004 were $50,630 as
compared to $659,817 for the nine months ended September 30, 2003, a decrease of
$609,187. For the none months ended September 30, 2003, we recorded stock-based
compensation expense of $607,994 associated with the issuance of our common
stock for legal services rendered.

Rent expense for the nine months ended September 30, 2004 was $29,048 as
compared to $12,232 for the nine months ended September 30, 2003, an increase of
$16,816 due to the fact that we began to pay rent on our new lease in March
2004.

Compensation expense for the nine months ended September 30, 2004 was $154,695
as compared to $186,135 for the nine months ended September 30, 2003, a decrease
of $31,440 or 17%. This decrease is primarily due to the fact that in the 2003
period, we issued common stock to two employees as performance bonuses and
incentives and recorded stock-based compensation expense of $106,875. The
decrease in stock-based compensation expense was offset by an increase in
compensation expense primarily due the hiring of additional sales staff during
the nine months ended September 30, 2004 as well the hiring of our new CEO.


                                      -11-

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

For the nine months ended September 30, 2004, stock-based compensation expense
amounted to $103,965 as compared to $5,310,433 for the nine months ended
September 30, 2003 and was attributable to the issuance of common stock for
services rendered.

Other general and administrative expenses for the nine months ended September
30, 2004, were $236,616 as compared to $114,138 for the nine months ended
September 30, 2003, an increase of $122,478. 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 nine months ended September 30, 2004 as compared to $2,700 for the
nine months ended September 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 $5,730 for the nine months ended September 30, 2004
compared to $11,170 for the comparable period in 2003.

The Company reported net losses for the nine months ended September 30, 2004 and
2003 of $347,411 and $6,067,423, respectively. This translates to a per share
loss of $0.00 and $0.05 for the nine months ended September 30, 2004 and 2003,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our available cash balance at September 30, 2004 was approximately $5,000.

On July 12, 2004, we entered into a stock purchase agreement with Langley Park
Investments PLC, a corporation organized under the laws of England and Wales
("Langley"). On July 30, 2004, under the terms of the agreement, we sold
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
immediately prior to July 30, 2004 which was equal to $.0505 per share for an
aggregate value of $2,398,751. The total purchase price was paid by delivery to
us 1,320,898 Langley shares (Langely shares represents shares in Langley's
investment fund to be traded on the London exchange) which was equal to the
total purchase price divided by the conversion rate of British Pound Sterling to
US dollar on the day preceding the closing. On October 13, 2004, we sold 200,000
shares of our Langley investment for net proceeds of $110,529. As of October 14,
2004, we had 1,018,226 Langley shares remaining which were valued at a fair
market value of $.5578 per share or $567,966. However, approximately 660,000 of
these Langley shares are resricted and can not be sold.

At September 30, 2004, we had a stockholders' deficit of $254,575. Our
operations have been funded by loans from various entities totaling $237,100.
These funds were used primarily for working capital, capital expenditures, and
to pay down certain related party loans. As of October 20, 2004, we had minimal
cash on hand and will have to minimize operations until we receive additional
cash flows from our businesses or raise additional funds.

We have no other material commitments for capital expenditures.

Other than funds generated from our sales, loan proceeds, and from the sale of
our Langley shares, 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.

                                      -12-
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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES (continued)

During the nine months ended September 30, 2004, we had net cash used in
operating activities of $116,682. This consisted of a net loss of $347,411, an
increase in other assets of $8,801, and a decrease in accrued expense of $330
offset by depreciation and amortization of $6,161, stock-based compensation of
$103,965, a decrease in our accounts receivable of $13,005 and an increase in
accounts payable of $118,082. In the comparable period of 2003, we had net cash
used in operations of $6,673 primarily relating to the net loss of $6,067,423
and an increase in our accounts receivable of $60,481 offset by deceases in our
operating liabilities of $86,115, depreciation of $3,310, loss on disposal of
property and equipment of $6,864 and non-cash expenses associated with the
issuance of our common stock for services of $6,025,302.

During the nine months ended September 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 nine months ended September
30, 2004 was $83,299 as compared to net cash provided by financing activities of
$88,760 for the nine months ended September 30, 2003. During the nine months
ended September 30, 2004, we received net proceeds from loans of $52,500 and
proceeds from the exercise of stock options of $60,000 offset by repaymemts of
shareholder loans of $29,201. In the comparable period of 2003, we received net
proceeds from loans of $106,600 and repaymemt of shareholder and affiliate loans
of $(16,333).

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 $7,317,808 and a working capital
deficit of $432,106 at September 30, 2004, net losses for the nine months ended
September 30, 2004 of $347,411 and cash used in operations during the nine
months ended September 30, 2004 of $116,682. 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.

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.

                                      -13-

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

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2004, the Financial Accounting Standards Board (FASB) approved the
consensus reached on the Emerging Issues Task Force (EITF) Issue No. 03-1, "The
Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments." The objective of this Issue is to provide guidance for identifying
impaired investments. EITF 03-1 also provides new disclosure requirements for
investments that are deemed to be temporarily impaired. The accounting
provisions of EITF 03-1 are effective for all reporting periods beginning after
June 15, 2004, while the disclosure requirements are effective only for annual
periods ending after June 15, 2004. The Company has evaluated the impact of the
adoption of EITF 03-1 and does not believe the impact will be significant to the
Company's overall results of operations, cash flows or financial position.

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.

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.



                                      -14-

<page>


Item 2 - Changes in Securities and Use of Proceeds

          On August 5, 2004, the Company issued 100,000 shares of common stock
to an employee for services rendered.

          On August 23, 2004, the Company issued 500,000 shares of common stock
          to an officer/employee for services rendered in connection with an
          employment agreement. As of September 30, 2004, these shares had not
          been issued.

          On July 30, 2004, the Company sold 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 which was equal to $.0505 per share for an aggregate
          value of $2,398,751 (See Note 8).

Item 3 - Defaults Upon Senior Securities

         None.

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

         None

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)
10.3    Stock Purchase Agreement with Langley Park Investments PLC *
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
          * Filed herein

(b) Reports on Form 8-K:

         Date              Description                             Item Reported

         8/5/04            Reporting of quarter ended                   12
                           June 30, 2004 financial results




                                      -15-
<page>



                                   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:  November 15, 2004            By: /s/Michael Perry
                                           ----------------
                                           Michael  Perry
                                           Chief Executive Officer and Principal
                                           Financial and Accounting Officer




                                      -16-


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