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, 2003
                               ------------------

   [ ]   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: 1-1115
                                 ------


                                DIRECTVIEW, INC.
                                ----------------
        (Exact name of Small Business Issuer as specified in its charter)


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


             21218 ST. Andrews Boulevard No. 323, Boca Raton 33432
             -----------------------------------------------------
                    (Address of principal executive offices)


                                 (561) 988-5554
                                 --------------
                            Issuer's telephone number


         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),

                                 Yes [ ] No [X]

         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, 2003, there
were 211,360,322 shares of the Registrant's Common Stock outstanding.

<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC.)
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                                      INDEX

                                                                            Page

PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheet (Unaudited)
         As of September 30, 2003..............................................3

         Consolidated Statements of Operations (Unaudited)
         For the Three and Nine Months Ended September 30, 2003 and 2002.......4

         Consolidated Statements of Cash Flows (Unaudited)
         For the Nine Months Ended September 30, 2003 and 2002.................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...........................................13

         Item 2 - Changes in Securities and Use of Proceeds................13-14

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

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

         Item 5 - Other Information...........................................14

         Item 6 - Exhibits and Reports on Form 8-K............................14

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

                                       -2-
<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER, 30, 2003
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS:
    Cash ......................................................     $    82,087
    Accounts Receivable (Net of Allowance for
      Doubful Accounts of $72,568) ............................          70,780
                                                                    -----------

        Total Current Assets ..................................         152,867

DUE FROM AFFILIATES ...........................................         115,844

PROPERTY AND EQUIPMENT - Net ..................................             142
                                                                    -----------

        Total Assets ..........................................     $   268,853
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Notes  and Loans Payable ..................................     $   144,100
    Accounts Payable ..........................................         450,418
    Accrued Expenses ..........................................         139,725
    Due to Shareholder ........................................         417,128
                                                                    -----------

        Total Current Liabilities .............................       1,151,371
                                                                    -----------

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 211,360,322 Shares Issued and Outstanding) ..........          21,136
    Additional Paid-in Capital ................................       6,124,266
    Accumulated Deficit .......................................      (7,027,920)
                                                                    -----------

        Total Stockholders' Deficit ...........................        (882,518)
                                                                    -----------

        Total Liabilities and Stockholders' Deficit ...........     $   268,853
                                                                    ===========

          See accompanying notes to consolidated financial statements.

                                       -3-
<PAGE>
<TABLE>
                                    DIRECTVIEW, INC.
                         (FORMERLY BOSTON PACIFIC MEDICAL, INC)
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (Unaudited)
<CAPTION>

                                    For the Three Months         For the Nine Months
                                     Ended September 30,         ended September 30,
                                  -------------------------   -------------------------
                                      2003           2002         2003          2002
                                  -------------   ---------   -------------   ---------
<S>                               <C>             <C>         <C>             <C>
NET SALES ......................  $     179,156   $  77,098   $     331,098   $ 553,397

COST OF SALES ..................         44,249      40,183          87,122     139,128
                                  -------------   ---------   -------------   ---------

GROSS PROFIT ...................        134,907      36,915         243,976     414,269
                                  -------------   ---------   -------------   ---------

OPERATING EXPENSES:
    Advertising ................              -          50             375       2,044
    Bad Debt ...................              -           -          10,000      14,300
    Depreciation ...............          7,967       2,497          10,174      14,000
    Professional Fees ..........        613,497       8,138         659,817      26,260
    Rent .......................          2,232      10,046          12,232     106,638
    Compensation ...............        129,985     (10,172)        186,135     168,784
    Noncash Consulting .........      5,310,433           -       5,310,433           -
    Other Selling, General and
      Administrative ...........         32,930     202,299         113,763     311,401
                                  -------------   ---------   -------------   ---------

        Total Operating Expenses      6,097,044     212,858       6,302,929     643,427
                                  -------------   ---------   -------------   ---------

LOSS FROM OPERATIONS ...........     (5,962,137)   (175,943)     (6,058,953)   (229,158)

OTHER INCOME (EXPENSES):
    Rental Income ..............              -       5,000           2,700      35,500
    Interest Income ............              -           -               -           -
    Interest Expense ...........        (11,170)          -         (11,170)     (7,500)
                                  -------------   ---------   -------------   ---------

        Total Other Expenses ...        (11,170)      5,000          (8,470)     28,000
                                  -------------   ---------   -------------   ---------

NET LOSS .......................  $  (5,973,307)  $(170,943)  $  (6,067,423)  $(201,158)
                                  =============   =========   =============   =========

NET (LOSS) INCOME PER COMMON
  SHARE - BASIC AND DILUTED ....          (0.04)      (1.07)          (0.05)      (1.26)
                                  =============   =========   =============   =========

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING ..................    163,792,146     159,521     111,700,325     159,521
                                  =============   =========   =============   =========
</TABLE>
              See accompanying notes to consolidated financial statements.

                                           -4-
<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          For the Nine Months
                                                          Ended September 30,
                                                        -----------------------
                                                            2003         2002
                                                        -----------   ---------
                                                        (unaudited)  (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss ..........................................  $(6,067,423)  $(201,158)
   Adjustments to Reconcile Net Loss to Net Cash Flows
     Used in Operating Activities:

       Depreciation ..................................        3,310      14,001
       Loss on Disposal of Property and Equipment ....        6,864           -
       Common stock issued for services ..............    6,025,302           -

       (Increase) Decrease in:
         Accounts Receivable .........................      (60,841)     41,075

       Increase (Decrease) in:
         Accounts Payable ............................       54,672      14,941
         Customer Deposits ...........................            -     (68,022)
         Accrued Expenses ............................       31,443     150,881
                                                        -----------   ---------

Net Cash Flows Used in Operating Activities ..........       (6,673)    (48,282)
                                                        -----------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in Bank Overdraft ........................       (1,507)     (1,249)
   Proceeds from Notes Payable .......................      106,600     100,000
   Repayments of Credit Lines ........................            -      (7,480)
   Due from Affiliates ...............................       16,854     (23,589)
   Advances from Shareholder .........................      (33,187)     (7,819)
                                                        -----------   ---------

Net Cash Flows Provided by Financing Activities ......       88,760      59,863
                                                        -----------   ---------

Net Increase in Cash .................................       82,087      11,581

Cash - Beginning of Year .............................            -           -
                                                        -----------   ---------

Cash - End of Year ...................................  $    82,087   $  11,581
                                                        ===========   =========

          See accompanying notes to consolidated financial statements.

                                       -5-
<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2003

Note 1 - 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, 2002 and notes thereto contained in
the Report on Form 10-KSB of DirectView, Inc. (formerly Boston Pacific Medical,
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, 2003 are not necessarily indicative of the results for the
full fiscal year ending December 31, 2003.

2. ORGANIZATION

The Company was incorporated under the laws of the state of Massachusetts on
June 12, 1989 with the name "Boston & Pacific Company Inc." with authorized
common capital stock of 200,000 shares with par value of $1.00 and preferred
stock of 100,000 shares with a par value of $2.45.There have been several
changes in the authorized common and preferred stock and name changes. On July
7, 1993 the authorized was increased to 15,000,000 common shares with a par
value of $.01 and 221,037 preferred shares with a par value of $1.00 and on July
30, 2002 the name was changed to "Boston Pacific Medical, Inc." The terms of the
preferred shares include conversion rights of 60.5 shares of common for each
share of preferred at any time after 90 days of the issuance of the preferred,
at the option of the holder, which would amount to 1,210,000 additional common
shares issued. The voting rights of the preferred is 60.5 votes for each share
of preferred. The liquidation rights of the preferred include a preference of
$.01 per share plus any unpaid declared dividends after any senior rights. There
has been no preferred dividends declared. The Company will have the obligation
to increase the authorized common stock, if necessary, to satisfy the terms of
the preferred. Additionally, on June 19, 2003, the Company converted all
remaining outstanding preferred shares into 10,000,000 shares of the Company's
restricted common stock.

On May 5, 2003, at the special meeting of shareholders of the Company,
shareholders holding shares representing a majority of the votes authorized a
change of domicile of the Company from the Commonwealth of Massachusetts to the
State of Nevada. In connection with the change of domicile, the shareholders
also approved the following changes to the Nevada corporation formed for the
purpose of the changing the domicile: (i) a name change to DirectView, Inc.;
(ii) an increased the number of authorized shares of common stock from
15,000,000 to 300,000,000, with a change in the par value of the common stock to
$.0001 per share; and (iii) an increase in the number of authorized shares of
preferred stock from 221,037 to 5,000,000, with a change in the par value to
$.0001. At the meeting, 9,376,000 common shares voted for the reverse split and
13,000,000 votes by the holder of the Series B Preferred Stock were cast for the
reverse split. No shares voted against the proposed stock split and no shares
abstained from voting.

                                       -6-
<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                               September 30, 2003

2. ORGANIZATION (continued)

In anticipation of the change of domicile, on April 11, 2003, the Company
incorporated a Nevada corporation by the name of Boston Pacific Medical, Inc. as
a wholly owned subsidiary of the Company (the "Nevada Company"). Also on April
11, 2003, the Company and the Nevada Company entered into a Plan and Agreement
of Merger to effect the change of domicile. The agreement provides that on the
effective date of the merger the Company would be merged into the Nevada Company
as the surviving entity, with the name and capitalization changes authorized by
the shareholders. Each share of post-reverse split common stock of the Company
would be exchanged for one share of the common stock of the Nevada Company on
the effective date of the merger. Each outstanding share of 8% Convertible
Preferred Stock would be converted into one share of 8% Convertible Preferred
Stock of the Nevada Company with the same rights and preferences as the same
series of preferred stock of the Massachusetts company, except that rather than
being convertible into 60.5 common shares, these preferred shares would be
convertible into 500 common shares, and would have voting rights equal to the
conversion rate of this series. Each outstanding share of Series B Preferred
Stock would be converted into one share of Series B Preferred Stock of the
Nevada Company with the same rights and preferences as the same series of
preferred stock of the Massachusetts company.

On May 30, 2003, the Company consummated an Agreement and Plan of Merger (the
"Merger Agreement") with DirectView, Inc. a Nevada corporation ("DirectView")
formerly Boston Pacific Medical ("BPMI") and its wholly-owned subsidiary, BPMI
Acquisition, a Florida corporation ("Merger Sub"). At the time of merger the
Company's shareholder exchanged all of her issued shares for 107,776,566 shares
of DirectView's restricted common stock. The Merger Agreement has been accounted
for as a reverse acquisition under the purchase method for business
combinations. Accordingly, the combination of the two companies is recorded as a
recapitalization of DirectView, pursuant to which DirectView is treated as the
continuing entity.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2002, the FASB issued Statement of Financial Accounting Standards
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
Statement 148 provides alternative methods of transition to Statement 123's fair
value method of accounting for stock-based employee compensation. It also amends
the disclosure provisions of Statement 123 and APB Opinion No. 28, Interim
Financial Reporting, to require disclosure in the summary of significant
accounting policies of the effects of an entity's accounting with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. Statement 148's amendment of the
transition and annual disclosure requirements of Statement's 123 are effective
for fiscal years ending after December 15, 2002. Statement 148's amendment of
the disclosure requirements of Opinion 28 is effective for interim periods
beginning after December 15, 2002. The adoption of the disclosure provisions of
Statement 148 as of June 30, 2003 did not have a material impact on the
Company's financial condition or results of operations.

In April 2003, SFAS No. 149, "Amendment of Statement 133 on Derivative Financial
Instruments and Hedging Activities," was issued and is effective for contracts
entered into or modified after June 30, 2003, except as stated below and for
hedging relationships designated after June 30, 2003. The changes in this
Statement improves financial reporting by requiring that contracts with
comparable characteristics be accounted for similarly. In particular, this
Statement (1) clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative discussed in paragraph 6(b)
of Statement 133, (2) clarifies when a derivative contains a financing
component, (3) amends the definition of an underlying guarantee to conform it to
language used in FASB Interpretation No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" and (4) amends certain other existing pronouncements.
The Company does not believe this Statement will have a material effect on its
results of operations or financial position.

                                       -7-
<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                               September 30, 2003

2. RECENT ACCOUNTING PRONOUNCEMENT (continued)

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. We plan to adopt SFAS No. 150 in
the second quarter of Fiscal 2004. We do not expect the adoption of SFAS No. 150
to have a significant impact on our consolidated financial position or results
of operations.

In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" (FIN 45). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed under a guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
recognition provisions of FIN 45 are effective for any guarantees issued or
modified after December 31, 2002. The disclosure requirements are effective for
financial statements of interim or annual periods ending after December 15,
2002. . The adoption of this pronouncement is not expected to have a material
effect on the earnings or financial position of the Company.

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 financial position and results of
operations.

In January 2003, the EITF finalized a consensus on Issue No. 02-16, "Accounting
by a Customer (Including a Reseller) for Cash Consideration Received from a
Vendor." The Task Force concluded that cash consideration in excess of specific
identifiable costs, including sales incentives, allowances, discounts, coupons,
rebates and price reductions, when meeting certain criteria, constitute a
reduction in vendor price, and should therefore be reflected as a reduction in
cost of sales when the related merchandise is sold. The EITF concluded that this
literature should be applied to new arrangements, including modifications of
existing arrangements, entered into after December 31, 2002. We adopted EITF
02-16 as of January 1, 2003. The adoption of EITF 02-16 had an immaterial impact
on our consolidated financial position and results of operations.

In January 2003, the EITF finalized a consensus on Issue No. 02-16, "Accounting
by a Customer (Including a Reseller) for Cash Consideration Received from a
Vendor." The Task Force concluded that cash consideration in excess of specific
identifiable costs, including sales incentives, allowances, discounts, coupons,
rebates and price reductions, when meeting certain criteria, constitute a
reduction in vendor price, and should therefore be reflected as a reduction in
cost of sales when the related merchandise is sold. The EITF concluded that this
literature should be applied to new arrangements, including modifications of
existing arrangements, entered into after December 31, 2002. We adopted EITF
02-16 as of January 1, 2003. The adoption of EITF 02-16 had an immaterial impact
on our consolidated financial position and results of operations.

                                       -8-
<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                               September 30, 2003

3. NOTES PAYABLE

On June 18, 2003, the Company converted $120,000 in notes payable into
12,000,000 shares of its restricted common stock at $0.01 per share which
approximates fair market value on that date (see Note 4). Additionally, the
Company has short-term noninterest bearing loans with a corporation and an
individual totaling $144,100 as of September 30, 2003.

4. STOCKHOLDERS' DEFICIT

Preferred Stock

On April 11, 2003, the Board of Directors authorized the creation of a Series B
Preferred stock, consisting of 10,000 shares of the authorized preferred stock
of the Company. The new series is not convertible into common stock of the
Company. The holders of the Series B Preferred Stock have 1,300 votes per share
of the Preferred Stock and are entitled to vote on any and all matters brought
to a vote of shareholders of Common Stock. In the event of any liquidation,
dissolution or winding up of the Company, holders of shares of the Series B
Preferred Stock are entitled to receive, out of legally available assets, a
liquidation preference of $1.00 per share, plus an amount equal to any accrued
and unpaid dividends to the payment date. Outstanding shares of Series B
Preferred Stock are not subject to redemption by the Company. The designation,
number of, voting powers, designations, preferences, limitations, restrictions
and relative rights of the Series B Preferred Stock may be amended by a
resolution of the Board of Directors.

The Company issued 10,000 shares of the Series B Preferred Stock on April 11,
2003, to Capital Holdings, LLC for prior consulting services rendered to the
Company.

In connection with the reverse acquisition with Ralston the Company issued
18,000,000 shares of its restricted common stock in exchange for all the
outstanding shares of its Series B Preferred Stock.

Additionally, on June 19, 2003, the Company converted all remaining outstanding
preferred shares into 10,000,000 shares of the Company's restricted common
stock.

Reverse Stock Split

On May 5, 2003, at a special meeting of shareholders of the Company,
shareholders holding shares representing a majority of the votes authorized a
reverse split of the outstanding common shares of the Company at the rate of one
share for each 100 shares outstanding, provided that no shareholder would be
reduced to fewer than 100 shares. At the meeting, 9,376,000 common shares voted
for the reverse split and 13,000,000 votes by the holder of the Series B
Preferred Stock were cast for the reverse split. No shares voted against the
proposed stock split and no shares abstained from voting. The reverse split was
declared effective on May 5, 2003. As a result of the reverse stock split, the
Company will have approximately 159,521 common shares outstanding.

Common Stock

In connection with the reverse acquisition on May 30, 2003, the Company
exchanged 107,776,566 of its restricted common stock for all the issued and
outstanding shares of Ralston Communications, Inc.

On June 18, 2003, the Company converted $120,000 in notes payble into 12,000,000
shares of its restricted common stock at $0.01 per share (see Note 3).

On September 24, 2003, the Company issued 55,899,292 shares of common stock to
consultants for marketing and business consulting services. The Company valued
these shares at $0.095 per share, the fair market on the date of issuance, and
recorded consulting expense of $5,310,433.

                                       -9-
<PAGE>
                                DIRECTVIEW, INC.
                     (FORMERLY BOSTON PACIFIC MEDICAL, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                               September 30, 2003

4. STOCKHOLDERS' DEFICIT (continued)

On September 24, 2003, the Company issued 1,125,000 to employees as a
performance bonus and incentives. The Company valued these shares at $0.095 per
share and recorded compensation expense of $106,875.

On September 24, 2003, the Company issued 6,399,934 to an attorney for services
rendered. The Company valued these shares at $0.095 per share and recorded
professional fees of $607,994.

5. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has a stockholder's
deficit of $882,518 and a working capital deficiency of $998,504 as of September
30, 2003, and had net losses of $6,067,423 for the nine months ended September
30, 2003. These conditions raise substantial doubt about the Company's ability
to continue as a going concern.

Management is in the process of implementing new marketing strategies. Certain
related parties continue to fund the Company with loans as needed. Management
believes the actions it is taking will allow the Company to continue as a going
concern. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

6. SUBSEQUENT EVENT

On October 16, 2003, the Company announced that it has entered into a nonbinding
letter of intent with Meeting Technologies, Inc., a provider of teleconferencing
services. As of the date of this report the acquisition has not yet been
finalized and is still pending.

                                      -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.

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. includes
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.

NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2002

All comparisons made in this comparison are between the operations of
DirectView, Inc., the continuing accounting entity in the reverse acquisition
completed on May 30, 2003.

Net sales for the nine months ended September 30, 2003 were $331,098 compared to
$553,397 for the nine months ended September 30, 2002, a decrease of $222,299 or
40%. This decrease was due to our focus on raising additional capital to fund
our operations as well as moving offices due to the abandonment of our prior
office space.

Cost of goods sold for the nine months ended September 30, 2003 was $87,122 with
a gross margin of 74%. Cost of goods sold for the comparable period in 2002 was
$139,128 with a gross margin of 75%.

                                      -11-
<PAGE>

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

Advertising expense for the nine months ended September 30, 2003 was $375
compared to $2,044 for the nine months ended June 30, 2002.

Bad debt expense for the nine months ended September 30, 2003 was $10,000
compared to $14,300 for the comparable 2002 period.

Depreciation expense for the nine months ended September 30, 2003 was $10,174
and was $14,000 for the nine months ended September 30, 2002. The decrease of
$3,826 in depreciation expense was due to the disposal of our leasehold
improvements in our former office space.

Professional fees for the nine months ended September 30, 2003 were $659,817 as
compared to $26,260 for the nine months ended September 30, 2002 an increase of
$633,557 and was due to increased professional costs associated with the reverse
merger with Ralston additionally $607,994 of this increase was a noncash expense
associated with the issuance of our common stock for legal services rendered.

Compensation expense for the nine months ended September 30, 2003 was $186,135
as compared to $168,784 for the nine months ended September 30, 2002 a increase
of $17,351 or 10% this increase is primarily due to the issuance of stock to two
employees as performance bonuses and incentives. This noncash expense was
$106,875. The cash portion of our compensation decreased considerably from 2002
to 2003 and was due to our cash flows.

Rent expense for the nine months ended September 30, 2003 was $12,232 as
compared to $106,638 for the nine months ended September 30, 2002 a decrease of
$94,406 or 89% which was due to the abandonment of our former office space.

Other general and administrative expenses for the nine months ended September
30, 2003 were $113,763 as compared to $311,401 for the nine months ended
September 30, 2002 a decrease of $197,638. The decrease was primarily due to the
restructuring of our expenditures to manage our available cash flows.

Rental income related to the sublease of portions of our former office space was
$2,700 for the nine months ended September 30, 2003 as compared to $35,500 for
the nine months ended September 30, 2002 a decrease of $32,800. This decrease
was due to our abandonment of our former office space during the first quarter
of 2003. Additionally, we had interest expense of $11,170- during the nine
months ended September 30, 2002 compared to $7,500 for the comparable period in
2003.

The Company reported losses for the nine months ended September 30, 2003 and
2002 of $6,067,423 and $201,158, respectively. This translates to a per share
loss of $0.05 and $1.26 for the nine months ended September 30, 2003 and 2002,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our available cash equivalent balance at September 30, 2003 was approximately
$82,000. From approximately September 30, 2002 through a private placement of
convertible notes payable we raised $227,000, of which $120,000 has been
converted into shares of our common stock.

During the nine months ended September 30, 2003, the Company had net cash used
in operating activities of $6,673. This consisted of a net loss of $6,067,423
and an increase in our accounts receivable of $60,841 offset by decreases in our
operating liabilities of $86,115 depreciation of $3,310, loss on disposal of
property and equipment of $6,864 and noncash expenses associated with the
issuance of our common stock for services of $6,025,302. Additionally, the
Company had net cash flows from financing activities of $88,760. This consisted
of a decrease in our bank overdraft of $1,507 and $106,600 in gross proceeds
from notes payable, net repayments of $33,187 in advances from a shareholder and
an increase in due from affiliates of $16,854.

                                      -12-
<PAGE>

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 their
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

         None.

Item 2 - Changes in Securities and Use of Proceeds

On April 11, 2003, the Board of Directors authorized the creation of a Series B
Preferred stock, consisting of 10,000 shares of the authorized preferred stock
of the Company. The new series is not convertible into common stock of the
Company. The holders of the Series B Preferred Stock have 1,300 votes per share
of the Preferred Stock and are entitled to vote on any and all matters brought
to a vote of shareholders of Common Stock. In the event of any liquidation,
dissolution or winding up of the Company, holders of shares of the Series B
Preferred Stock are entitled to receive, out of legally available assets, a
liquidation preference of $1.00 per share, plus an amount equal to any accrued
and unpaid dividends to the payment date. Outstanding shares of Series B
Preferred Stock are not subject to redemption by the Company. The designation,
number of, voting powers, designations, preferences, limitations, restrictions
and relative rights of the Series B Preferred Stock may be amended by a
resolution of the Board of Directors.

The Company issued 10,000 shares of the Series B Preferred Stock on April 11,
2003, to Capital Holdings, LLC for prior consulting services rendered to the
Company.

                                      -13-
<PAGE>

In connection with the reverse acquisition with Ralston the Company issued
18,000,000 shares of its restricted common stock in exchange for all the
outstanding shares of its Series B Preferred Stock.

Additionally, on June 19, 2003, the Company converted all remaining outstanding
preferred shares into 10,000,000 shares of the Company's restricted common
stock.

On May 5, 2003, at a special meeting of shareholders of the Company,
shareholders holding shares representing a majority of the votes authorized a
reverse split of the outstanding common shares of the Company at the rate of one
share for each 100 shares outstanding, provided that no shareholder would be
reduced to fewer than 100 shares. At the meeting, 9,376,000 common shares voted
for the reverse split and 13,000,000 votes by the holder of the Series B
Preferred Stock were cast for the reverse split. No shares voted against the
proposed stock split and no shares abstained from voting. The reverse split was
declared effective on May 5, 2003. As a result of the reverse stock split, the
Company will have approximately 159,521 common shares outstanding.

In connection with the reverse acquisition on May 30, 2003, the Company
exchanged 107,776,566 of its restricted common stock for all the issued and
outstanding shares of Ralston Communications, Inc.

On June 18, 2003, the Company converted $120,000 in notes payble into 12,000,000
shares of its restricted common stock at $0.01 per share (see Note 3).

On September 24, 2003, the Company issued 55,899,292 to consultants for
marketing and business consulting services. The Company valued these shares at
$0.095 per share and recorded consulting expense of $5,310,433.

On September 24, 2003, the Company issued 1,125,000 to employees as a
performance bonus and incentives. The Company valued these shares at $0.095 per
share and recorded compensation expense of $106,875.

On September 24, 2003, the Company issued 6,399,934 to an attorney for services
rendered. The Company valued these shares at $0.095 per share and recorded
professional fees of $607,994.

Item 3 - Defaults Upon Senior Securities

         None.

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

         None

Item 5.  Other Events

On October 16, 2003, the Company announced that it has entered into a nonbinding
letter of intent with Meeting Technologies, Inc., a provider of teleconferencing
services. As of the date of this report the acquisition has not yet been
finalized and is still pending.

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits. The following exhibit is attached to this report:

         31.1     Certification of Chief Executive Officer and Principal
                  Financial Officer Certification under Section 302

         32.1     Certification of Chief Executive Officer and Principal
                  Financial Officer Certification under Section 906

(b) Reports on Form 8-K:

         Date              Description                            Item Reported
         ----              -----------                            -------------
         8/21/03           Change in Certifying Accountants            4,7
         9/29/03           Regulation FD Disclosure                     9

                                      -14-
<PAGE>
                                   SIGNATURES

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

                                             DirectView, Inc.

         Date:  November 26, 2003            By: /s/Jeffrey Robbins
                                             Jeffrey Robbins
                                             President and Principal
                                             Financial and Accounting Officer


                                      -15-