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 March 31, 2005

[ ] 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 April 29, 2005, there were
288,560,090 shares of the small business issuer's common stock outstanding.

<page>

                                DIRECTVIEW, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED MARCH 31, 2005


                                      INDEX


                                                                            Page

PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements

         Consolidated Balance Sheet (Unaudited)
                  As of March 31, 2005.........................................3
         Consolidated Statements of Operations (Unaudited)
                  For the Three Months Ended March 31, 2005 and 2004 ..........4
         Consolidated Statements of Cash Flows (Unaudited)
                  For the Three Months Ended March 31, 2005 and 2004...........5

         Notes to Consolidated Financial Statements.........................6-12

         Item 2 - Management's Discussion and Analysis or Plan of
                     Operations............................................13-17

         Item 3 - Controls and Procedures.....................................18

PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings...........................................18

         Item 2 - Unregistered Sales of Equity Securities and
                  Use of Proceeds.............................................19

         Item 3 - Default Upon Senior Securities..............................20

         Item 4 - Submission of Matters to a Vote of Security Holders.........20

         Item 5 - Other Information...........................................20

         Item 6 - Exhibits and Reports on Form 8-K............................20

         Signatures...........................................................21



                                       -2-

<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2005
                                   (Unaudited)


<table>
<caption>
                                     ASSETS


                                                                                             <c>
CURRENT ASSETS:
    Cash                                                                                                    $    10,478
    Marketable Securities, at market                                                                             16,761
    Accounts Receivable (Net of Allowance for Doubtful Accounts of $130,276)                                     90,242
    Other Current Assets                                                                                         20,790
                                                                                                     -------------------

        Total Current Assets                                                                                    138,271

PROPERTY AND EQUIPMENT - Net                                                                                      1,470
INTANGIBLES ASSET (Net of Accumulated Amortization of $11,094)                                                   19,627
OTHER ASSETS                                                                                                     11,279
                                                                                                     -------------------

        Total Assets                                                                                       $    170,647
                                                                                                     ===================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Loans Payable                                                                                          $    314,600
    Accounts Payable                                                                                            479,308
    Accrued Expenses                                                                                             98,971
    Deferred Revenue                                                                                             34,318
    Due to Shareholder                                                                                          334,656
                                                                                                     -------------------

        Total Current Liabilities                                                                             1,261,853

LONG-TERM LIABILITIES:
    Deferred Revenue                                                                                              7,514
                                                                                                     -------------------

        Total Liabilities                                                                                     1,269,367
                                                                                                     -------------------

STOCKHOLDERS' DEFICIT:
    Preferred Stock ($0.0001 Par Value; 4,900,000 Shares Authorized;  No
        Shares Issued and Outstanding)                                                                                -
    Series 1 Voting Preferred Stock ($.0001 Par Value; 100,000 shares authorized ;
        100,000 Shares Issued and Outstanding; Liquidation Preference $1,000)                                        10
    Common Stock ($0.0001 Par Value; 750,000,000 Shares Authorized;
        and 278,660,090 Shares Issued and Outstanding)                                                           27,866
    Additional Paid-in Capital                                                                                8,992,858
    Accumulated Deficit                                                                                      (8,798,242)
    Accumulated Other Comprehensive Loss                                                                     (1,114,830)
    Restricted Investment in Marketable Securities                                                             (176,340)
    Deferred Compensation                                                                                       (30,042)
                                                                                                     -------------------

        Total Stockholders' Deficit                                                                          (1,098,720)
                                                                                                     -------------------

        Total Liabilities and Stockholders' Deficit                                                        $    170,647
                                                                                                     ===================

</table>
     See accompanying notes to unaudited consolidated financial statements.
                                       -3-

<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



<table>
<caption>


                                                              For the Three Months Ended
                                                                         March 31,
                                                       -----------------------------------------

                                                              2005                   2004
                                                       -------------------   -------------------

                                                           (Unaudited)           (Unaudited)

<c>                                                  
                     

NET SALES                                                       $ 227,709             $ 144,402

COST OF SALES                                                     170,411                40,764
                                                       -------------------   -------------------


GROSS PROFIT                                                       57,298               103,638
                                                       -------------------   -------------------


OPERATING EXPENSES:
    Depreciation and Amortization                                   2,630                   892
    Professional Fees                                              25,888                 7,020
    Rent                                                           18,054                 2,107
    Compensation                                                  106,396                46,161
    Stock-Based Compensation                                      302,817                     -
    Other Selling, General and Administrative                      95,438                82,140
                                                       -------------------   -------------------


        Total Operating Expenses                                  551,223               138,320
                                                       -------------------   -------------------


LOSS FROM OPERATIONS                                             (493,925)              (34,682)
                                                       -------------------   -------------------

OTHER INCOME (EXPENSES):
     Other income                                                  18,863                     -
     Loss from Sale of Marketable Securities                     (167,926)                    -
     Interest Expense                                              (4,879)               (1,776)
                                                       -------------------   -------------------


        Total Other Income (Expenses)                            (153,942)               (1,776)
                                                       -------------------   -------------------


NET LOSS                                                         (647,867)              (36,458)

OTHER COMPREHENSIVE GAIN:
   Unrealized Gain on Marketable Securities                       169,919                     -
                                                       -------------------   -------------------

COMPREHENSIVE LOSS                                             $ (477,948)            $ (36,458)
                                                       ===================   ===================


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

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING                                               274,577,624           212,110,322
                                                       ===================   ===================

</table>



     See accompanying notes to unaudited consolidated financial statements.
                                       -4-

<page>

               DIRECTVIEW, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS

<table>
<caption>

                                                                    For the Three Months Ended
                                                                             March 31,
                                                                    ----------------------------

                                                                        2005           2004
                                                                    -------------  -------------
                                                                     (Unaudited)    (Unaudited)


                                                              <c>             <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                          $ (647,867)     $ (36,458)
    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:

           Depreciation and amortization                                   2,630            892
           Stock-based compensation                                      302,817              -
           Other income                                                  (18,863)             -
           Loss from sale of marketable securities                       167,926              -

           (Increase) Decrease in:
             Accounts receivable                                         138,762        (56,219)
             Due from related party                                            -         (1,229)
             Other current assets                                        (19,320)             -
             Other assets                                                   (978)        (8,802)

           Increase (Decrease) in:
              Accounts payable                                            24,747         70,187
              Accrued expenses                                            32,751        (10,103)
              Deferred revenue                                             4,373              -
                                                                    ------------   -------------

Net Cash Flows Used in Operating Activities                              (13,022)       (41,732)
                                                                    ------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of marketable securities                          31,834              -
     Cash from acquisition                                                     -            391
                                                                    ------------   -------------

Net Cash Flows Provided by Investing Activities                           31,834            391
                                                                    ------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from loans payable                                          85,000         20,000
     Payments on loans payable                                           (93,000)             -
     Payments on advances from shareholder                                (7,379)        (5,312)
                                                                    ------------   -------------

Net Cash Flows Provided by (Used in) Financing Activities                (15,379)        14,688
                                                                    ------------   -------------

Net Increase (Decrease) in Cash                                            3,433        (26,653)

Cash - Beginning of Period                                                 7,045         38,828
                                                                    ------------   -------------

Cash - End of Period                                                  $  10,478       $  12,175
                                                                    =============  =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:

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 unaudited consolidated financial statements.
                                       -5-

<page>



                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE 1 - BASIS OF PRESENTATION AND SUMMARY 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 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, 2004 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 three months ended March 31, 2005 are not necessarily indicative of the
results for the full fiscal year ending December 31, 2005.

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 products and 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 products and 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 2005 and 2004
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. The
following policies reflect specific criteria for the various revenues streams of
the Company:

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.

Revenue from periodic maintenance agreements is generally recognized ratably
over the respective maintenance periods provided no significant obligations
remain and collectibility of the related receivable is probable.

                                       -6-

<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005



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


Marketable equity securities

At March 31, 2005, the Company holds 723,226 shares of a United Kingdom
Corporation (the "Investee") pursuant to a stock-exchange agreement whereby the
Company originally issued 47,500,000 of its shares of common stock in exchange
for 1,218,225 shares of Investee's stock (net of 105,672 shares paid to the
placement agent as a fee). At the time of issuance, the Company recorded the
cost of the investment at the market value of the shares exchanged of
$2,398,751. At March 31, 2005, the Company holds 660,449 shares of the Investee
in an escrow account which may not be released without the Investee's permission
until 2006. Until these shares are released from escrow, the Company accounts
for the value attributable to such shares as restricted investment in marketable
securities and is included in the stockholders' equity section of the balance
sheet. The remaining Investee shares are stated at market value based on the
most recently traded price of these securities at March 31, 2005 as a current
asset. These Investee shares are classified as available for sale at March 31,
2005. Accumulated 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 loss in
Shareholders' Deficit. Realized gains and losses are determined by the
difference between historical purchase price and gross proceeds received when
the marketable securities are sold.

The decrease in the carrying and the fair value of this investment of
approximately $1,114,830 as of March 31, 2005 has been recorded as accumulated
other comprehensive loss in stockholders' deficit.

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.

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 March 31,
2005 and 2004, the Company did not have any common stock equivalents or
potentially dilutive securities outstanding.

                                       -7-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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


Recent accounting pronouncements

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based
Payment,  an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R
requires  companies to recognize in the statement of operations  the grant- date
fair  value of stock  options  and  other  equity-based  compensation  issued to
employees.  FAS No. 123R is effective for the first fiscal year beginning  after
December 15, 2005. The Company is in process of evaluating the impact of this
pronouncement on its financial position.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Non-monetary Assets." The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. The Company believes that the adoption of
this standard will have no material impact on its financial statements.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments." The EITF reached a consensus about the
criteria that should be used to determine when an investment is considered
impaired, whether that impairment is other-than-temporary, and the measurement
of an impairment loss and how that criteria should be applied to investments
accounted for under SFAS No. 115, "Accounting in Certain Investments in Debt and
Equity Securities." EITF 03-01 also included accounting considerations
subsequent to the recognition of an other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments. Additionally, EITF 03-01 includes new
disclosure requirements for investments that are deemed to be temporarily
impaired. In September 2004, the Financial Accounting Standards Board (FASB)
delayed the accounting provisions of EITF 03-01; however the disclosure
requirements remain effective for annual reports ending after June 15, 2004. The
Company believes that the adoption of this standard will have no material impact
on its financial statements.

NOTE 2 - LOANS PAYABLE

As of March 31, 2005, the Company has loans with various entities and an
individual. The loans bear interest at 3.50% per annum and are payable on
December 31, 2005. During the period of any default under the terms of the
notes, the interest rate on the entire outstanding debt shall be at the rate of
12% per annum. At March 31, 2005, loans payable to these entities or individual
amounted to $229,600. As of March 31, 2005, accrued interest payable of the
loans amounted to $12,849 and is included in accrued expenses on the
accompanying balance sheet.

On December 13, 2004, the Company entered into a loan agreement with a third
party for $88,000 (including accrued interest of $3,000 at an imputed interest
rate of 14%). The loan was repaid on February 1, 2005, the due date. On February
1, 2005, the Company borrowed an additional $85,000 from this third party under
a new loan agreement with the same terms (plus accrued interest of $3,000 at an
imputed interest rate of 14%). The loan was repaid on April 1, 2005, the due
date, and was secured by substantially all of the assets of the Company.

In December 2004, the Company borrowed $7,500 from an individual. The loan was
repaid during the three months ended March 31, 2005.

The scheduled maturities of loans payable are as follows:

                2005              $   314,600
                                  ============


                                       -8-

<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005



NOTE 3 - LOAN PAYABLE - RELATED PARTY

As of March 31, 2005, the Company has outstanding loans payable due to an
officer/director/principal stockholder of the Company of $334,656. This amount
is non-interest bearing and is due upon demand.

NOTE 4 -  STOCKHOLDERS' DEFICIT

Common Stock

On January 10, 2005, the Company issued 2,750,000 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 $0.038
based on the quoted trading price and recorded stock-based compensation expense
of $104,500.

On January 20, 2005, and January 24, 2005, the Company issued 925,000 and
300,000 shares of common stock, respectively, 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 $0.05 based on the quoted trading
price and recorded stock-based compensation expense of $61,250.

On March 9, 2005, the Company issued 4,500,000 shares of common stock to an
officer and to consultants for services rendered. The Company valued these
common shares at the fair market value on the dates of grant or $0.02 based on
the quoted trading price and recorded stock-based compensation expense of
$90,000.

On March 23, 2005, the Company issued 100,000 shares of common stock to a
consultant for services rendered. The Company valued these common shares at the
fair market value on the dates of grant or $0.02 based on the quoted trading
price and recorded stock-based compensation expense of $2,000.

For the three months ended March 31, 2005, the Company recorded stock-based
compensation of $45,067 from the amortization of deferred compensation.

In March 2005, the Company increased its authorized common shares from
300,000,000 to 750,000,000.

In March 2005, as collateral, the Company issued 250,000,000 shares of its
common stock in anticipation of the April 2005 execution of the Securities
Purchase Agreement described below and in Note 6 hereof. In April 2005, a
certificate representing the 250,000,000 shares together with a stock power were
deposited in escrow with a third party. If the Company should default under the
Securities Purchase Agreement, 7% convertible secured debentures or the related
transactional documents that were signed on April 1, 2005 (See Note 6), Highgate
House Funds, Ltd. is entitled to voting, dividend and other rights over these
pledged shares, and may take possession of and sell the pledged shares to
satisfy the Company's obligations to the debenture holder. Until the occurrence
of an event of default on the underlying obligation, these shares are not
considered outstanding, do not carry voting rights, are not entitled to
dividends and are not included for the purposes of earnings per share
calculations. Upon the satisfaction or conversion of the secured convertible
debentures, the pledged shares will be returned to the Company for cancellation
and returned to our treasury.


In May 2005 the Company's Board of Directors and the holders of a majority of
its issued and outstanding voting securities approved an increase in the number
of authorized shares of common stock from 750,000,000 shares to 1,250,000,000
shares


                                       -9-
<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE 5 - GOING CONCERN CONSIDERATIONS


As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $8,798,242 and a working capital deficit of
$1,123,582 at March 31, 2005, net losses in three months ended March 31, 2005 of
$647,867 and cash used in operations during the three months ended March 31,
2005 of $13,022.

While the Company is attempting to increase sales, the growth has not been
significant enough to support the Company's daily operations. In order to raise
funds, on April 1, 2005, the Company entered into a Standby Equity Distribution
Agreement and a Securities Purchase Agreement for the issuance and sale of
$1,000,000 of 7% secured convertible debentures (See Note 6). Management may
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 products and services to achieve consumer
recognition. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan and
generate increased revenues. The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern. Management believes that the actions presently
being taken to further implement its business plan and generate additional
revenues provide the opportunity for the Company to continue as a going concern.

NOTE 6 - SUBSEQUENT EVENTS

On April 1, 2005, the Company entered into a Standby Equity Distribution
Agreement ("SEDA") with Cornell Capital Partners, L.P. ("Cornell"). Under the
SEDA, the Company can require Cornell to purchase up to $10,000,000 of its
common stock over a two-year period following the effective date of a
registration covering the shares of our common stock to be sold to Cornell.

The SEDA establishes what is sometimes termed an equity line of credit or an
equity draw-down facility. The $10,000,000 facility may be drawn upon by us in
installments, the maximum amount of each of which is limited to $250,000. For
each share of common stock purchased under the SEDA, Cornell Capital Partners,
L.P. will pay 97% of the lowest volume weighted average price ("VWAP") of our
shares during the five trading days following our draw-down notice to Cornell.
The VWAP that will be used in the calculation will be that reported by
Bloomberg, LLC, a third-party reporting service. In general, the VWAP represents
the sum of the value of all the sales of the Company's common stock for a given
day (the total shares sold in each trade times the sales price per share of the
common stock for that trade), divided by the total number of shares sold on that
day.

The Company is not obligated to draw down on the SEDA facility, but once the
Company completes the registration of its common shares allocated to this
facility and the Company satisfies normal conditions for this type of
transaction, the Company has the right to require Cornell to purchase its common
shares under the SEDA.

In connection with the SEDA, the Company issued to Cornell 9,500,000 shares of
its common stock and paid a due diligence fee of $2,500. The Company is also
committed to pay to Cornell an amount equal to 5% of each purchase of its common
stock made by Cornell under the SEDA. The Company paid Yorkville Advisors
Management, LLC, the investment manager for Cornell, a structuring fee of
$10,000, and on each sale under the SEDA, the Company will pay an additional
structuring fee of $500.00. Additionally, the Company issued 500,000 shares of
common stock to Newbridge

                                      -10-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE 6 - SUBSEQUENT EVENTS (continued)

Securities Corporation, the placement agent for the SEDA. The Company valued the
common shares issued to Cornell and Newbridge at the fair market value on the
dates of grant or $0.018 based on the quoted trading price and recorded deferred
compensation of stock-based compensation expense of $180,000 which will be
amortized over the term of the SEDA. The Company also granted Newbridge
Securities Corporation piggy-back registration rights covering these shares.

During the term of the SEDA, the Company's officers and directors have agreed
not to sell any of their shares of its common stock, except to the extent
permitted under Rule 144. The number of shares of the Company's common stock
issuable to Cornell under the SEDA is subject to a 9.99% cap on the beneficial
ownership that Cornell and its affiliates may have at the time of each
installment (beneficial ownership is to be calculated in accordance with Section
13(d) of the Exchange Act).

On April 1, 2005, the Company entered into a Securities Purchase Agreement with
Highgate House Funds, Ltd., an accredited investor, for the issuance and sale of
$1,000,000 of 7% secured convertible debentures in a private transaction exempt
from registration under the Securities Act of 1933 in reliance on exemptions
provided by Section 4(2) and Regulation D of that act. At the time of signing
the Securities Purchase Agreement, the Company also issued Highgate House Fund,
Ltd. three-year common stock purchase warrants to purchase 4,000,000 shares of
its common stock. The net proceeds from the sale of the debentures will be used
by us for general corporate and working capital purposes.

Under the Purchase Agreement, the Company has sold and issued a 7% secured
debenture in the principal amount of $500,000 and the Company received $500,000
in proceeds less $62,500 in fees and expenses, as further described below. The
Company will sell and issue the remaining $500,000 principal amount 7% secured
convertible debenture, for a purchase price of $500,000, less $50,000 in fees as
described below, two business days prior to our filing with the Securities and
Exchange Commission of a registration statement covering the shares issuable
upon conversion of the 7% secured convertible debentures and warrants.

Interest is payable on the secured convertible debentures, at maturity or
conversion, at the rate of 7% per year, compounded monthly. The 7% secured
debentures mature one year from the issuance date at which time the outstanding
principal and accrued interest are due. The secured convertible debentures are
convertible at the option of holder into shares of our common stock at an
initial conversion price of $0.024 per share. The conversion price of the
secured convertible debentures is subject to adjustment in the event the Company
issues or sells shares of our common stock or securities exercisable or
convertible into shares of our common stock at a price less than the then
effective conversion price, other than in certain circumstances as described in
the Securities Purchase Agreement. The conversion price and number of shares
issuable upon the conversion of the 7% secured convertible debentures are also
subject to adjustment in the event of stock splits, stock dividends or
recapitalizations.

The Company has the right to redeem, within three business days' advance written
notice, all or a portion of the outstanding secured convertible debentures at a
redemption price of 120% of the amount redeemed, plus accrued interest. If the
Company should default under the terms of the 7% secured convertible debentures,
at the option of the holder the interest is payable in shares of the Company's
common stock valued at the closing bid price on the date the interest payment is
due or made.


                                      -11-
<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE 6 - SUBSEQUENT EVENTS (continued)

As collateral, the Company has granted the debenture holders a security interest
in all of the Company's assets and property, and the Company has pledged
250,000,000 shares of its common stock. A certificate representing the pledged
shares together with a stock power has been deposited in escrow with a third
party. If the Company should default under the Securities Purchase Agreement, 7%
convertible secured debentures or the related transactional documents, Highgate
House Funds, Ltd. is entitled to voting, dividend and other rights over these
pledged shares, and may take possession of and sell the pledged shares to
satisfy the Company's obligations to the debenture holder. Upon the satisfaction
or conversion of the secured convertible debentures, the pledged shares will be
returned to the Company for cancellation and returned to our treasury. See Note
4.

The warrants granted to Highgate House Fund, Ltd. entitle it to purchase
4,000,000 shares of the Company's common stock for an exercise price of $0.001
per share. The exercise price of the warrants is subject to adjustment in the
event the Company issues or sells shares of our common stock or securities
exercisable or convertible into shares of our common stock at a price less than
the then effective exercise price, except under certain circumstances as
described in the warrant. The exercise price and number of shares issuable upon
the exercise of the warrants are also subject to adjustment in the event of
stock splits, stock dividends or recapitalizations.

Under the terms of the Securities Purchase Agreement, no conversion of the
debentures or exercise of the warrants may occur if a conversion or exercise
would result in Highgate House Funds, Ltd. and any of its affiliates
beneficially owning more than 4.99% of the Company's outstanding common shares
following such conversion or exercise. Highgate House Funds, Ltd. may waive this
provision upon 65 days prior notice to the Company and this provision will not
apply to the warrants during the last 60 days of the term of the warrants.

So long as the 7% secured convertible debentures are outstanding, without the
debenture holder's consent, the Company cannot:

o   issue or sell shares of the Company's common or preferred stock, or any
    warrant option or right to acquire shares of its common stock, without
    consideration or for a per share consideration less than the bid price for
    its shares on the date of issuance,
o   grant any party a security interest in its assets,
o   file a registration statement on Form S-8 (except with respect to its
    existing stock compensation plan), o consummate any merger, reorganization,
    asset sale or similar business combination, or
o   enter into any related party transaction that is not upon terms and
    conditions at least as favorable as it could obtain from unrelated parties.

The Company has agreed to file a registration statement with the Securities and
Exchange Commission registering the shares of its common stock underlying the 7%
secured convertible debentures and the warrants on or prior to May 31, 2005, and
to use its best efforts to cause the registration statement to be declared
effective by the SEC within 90 days from the date of filing. If the Company
fails to meet either or both of these deadlines, or if the registration
statement does not remain effective (except for certain specified periods), the
Company is subject to the payment of liquidated damages equal to 2% of the
liquidated value of the debentures, payable in cash or shares of its common
stock at the option of the holder, for each 30 day period during which the
deficiency is not cured.

The Company has agreed to pay Yorkville Advisors Management LLC, the investment
advisor of Highgate House Funds, Ltd., a fee of $100,000, as well as an
structuring fee of $10,000 and a due diligence fee of $2,500.

                                      -12-

<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. The outcome
of these risks and uncertainties are beyond the control of the Company and its
management.

Overview

         We are a full-service provider of teleconferencing products and
services to businesses and organizations. Effective February 23, 2004, we
completed our acquisition of all of the issued and outstanding shares of Meeting
Technologies, Inc., a Delaware corporation, from its sole stockholder, Michael
Perry. Meeting Technologies, Inc. was a privately held provider of video
conferencing equipment and related services. Our results of operations for the
three months ended March 31, 2004 include the results of Meeting Technologies,
Inc. from the date of acquisition of February 23, 2004. Pro forma results were
not material.

         Our conferencing products and services enable our clients to
cost-effectively conduct remote meetings by linking participants in
geographically dispersed locations. Our primary focus is to provide high
value-added conferencing products and services to organizations such as
professional service firms, investment banks, high tech companies, law firms,
investor relations firms, and other domestic and multinational companies. We
generate revenue through the sale of conferencing services based upon usage, the
sale and installation of video equipment and the sale of maintenance agreements.
We recognize revenue on the sale of conferencing services upon the completion of
the service. We recognize revenue for the sale of video equipment upon delivery
and installation of the equipment, and revenue from periodic maintenance
agreements is generally recognized over the period of the agreement.

Results of Operations

Three months ended March 31, 2005 compared to three months ended March 31, 2004

         Net sales for three months ended March 31, 2005 were $227,709 as
compared to net sales of $144,402 for three months ended March 31, 2004, an
increase of $83,307 or approximately 58%. This increase reflects of our
increased marketing efforts and broadening of our customer base.

         Our cost of sales was approximately 74.8% of net sales for the three
months ended March 31, 2005 as compared to approximately 28.2% for the
comparable three month period in fiscal 2004. This decrease in our gross profit
margin was primarily attributable to a general increase of costs in product
acquisition and the sale of products with lower gross profit margins.

         Total operating expenses for three months ended March 31, 2005 were
$551,223, an increase of $412,903, or approximately 298%, from total operating
expenses in three months ended March 31, 2004 of $138,320. This increase is
primarily attributable to:

         * an increase of $1,738, or approximately 195%, in depreciation and
amortization resulting from the amortization of an intangible asset, a customer
list, acquired in the acquisition of Meeting Technologies;

         * an increase of $18,868, or approximately 269%, in professional
expense primarily associated with a Standby Equity Distribution Agreement and
debenture entered into in April 2005 described later in this report;

         * an increase of $15,947, or approximately 757%, in rent expense
reflecting our new lease for our principal offices which began in March 2004 and
the addition of our Texas office in November 2004;


                                      -13-

<page>


         * an increase of $60,235, or approximately 130%, in compensation
expense which is primarily the result of hiring of additional sales staff during
three months ended March 31, 2005 as well compensation paid to our CEO for the
entire three months period versus one month in fiscal 2004 as a result of his
hiring in February 2004,

         * an increase of $302,817, or 100%, in stock-based compensation, as a
result of an increase in stock issuances to employees, officers and consultants
during three months ended March 31, 2005. There were no comparable issuances in
the three months ended March 31, 2004. Included in this amount is $44,500 which
is attributable to the value of shares issued to Mr. Perry, our CEO, under the
terms of his employment agreement; and

         * an increase of $13,298, or approximately 16%, in other selling,
general and administrative expenses as a result of increased operating costs and
increased in travel-related expenses.

         We reported a loss from operations of $493,925 for three months ended
March 31, 2005 as compared to a loss from operations of $34,682 for three months
ended March 31, 2004. Although there can be no assurances, we anticipate that
during the fiscal year ending December 31, 2005 our ongoing marketing efforts
will result an increase in our net sales from those reported in fiscal 2004. To
support these increased sales we anticipate that our operating expenses will
also increase during the fiscal year ending December 31, 2005 as compared to the
fiscal 2004. We are, however, unable to predict at this time the amount of any
such increase in operating expenses.

         Total other expense increased $152,166, or approximately 8,568%, for
three months ended March 31, 2005 as compared to three months ended March 31,
2004. Included in this net increase is:

         * $18,863 of other income for the three months ended March 31, 2005
which was attributable to the reduction of accounts payable over four years old
that management has deemed forgiven;

         * an increase of $3,103, or approximately 175%, in interest expense for
the three months ended March 31, 2005 as compared to three months ended March
31, 2004 which reflects an increase in our borrowings since the first quarter of
fiscal 2004; and

         * an increase of $167,926 on the loss from sale of marketable
securities which relates to the decline in the market value of the Langley Park
ordinary shares as described below.

         We reported a net loss of $647,867 for the three months ended March 31,
2005 as compared to a net loss of $36,458 for the three months ended March 31,
2004. For three months ended March 31, 2005 we reported an other comprehensive
gain of $169,919 which represents a decrease in unrealized loss on marketable
securities resulting from the Langley Park transaction described below. We did
not have a comparable loss for the three months ended March 31, 2004. As a
result of the foregoing, our comprehensive loss for three months ended March 31,
2005 was $477,948 as compared to a comprehensive loss of $36,458 for the three
months ended March 31, 2004.

Liquidity and Capital Resources

         Net cash flows used in operating activities for the three months ended
March 31, 2005 was $13,022 as compared to $41,732 for the three months ended
March 31, 2004. This change is primarily attributable to:

*  an increase in our net loss of $611,409,

* $302,817 of non-cash stock based compensation paid during the three months
  ended March 31, 2005, which includes $44,500 attributable to stock issued to
  our CEO under the terms of this employment agreement, $66,400 representing the
  value of shares issued to other employees as compensation, $146,850
  representing the value of shares issued to third-party consultants as
  compensation for services, and $45,067 from the amortization of deferred
  compensation,

                                      -14-

<page>


* an increase in other income of $18,863 which represents the write-off of
  accounts payable deemed forgiven,

* $167,926 of loss from sale of marketable securities representing the decline
  in the market price of the Langley Park ordinary shares,

* a decrease of $194,981 in accounts receivable,

* an increase of $19,320 in other assets which relates to assets acquired in the
  Meeting Technologies transaction,

* a decrease of $45,440 in accounts payable, and

* an increase of $42,854 in accrued expenses

         We reported net cash flows provided by investing activities of $31,834
for the three months ended March 31, 2005 as compared to net cash provided by
investing activities of $391 for the three months ended March 31, 2004, an
increase of $31,443. This increase is attributable to proceeds of $31,834 from
the sale of Langley Park ordinary shares.

         Net cash flows used in financing activities was $15,379 for the three
months ended March 31, 2005 as compared to net cash provided by financing
activities of $14,688 for the three months ended March 31, 2004. This change
from the three months ended March 31, 2004 to the three months ended March 31,
2005 is primarily attributable to an increase of $65,000 in proceeds from loans
payable offset by repayments to Ms. Ralston, our acting CFO and principal
shareholder, on loans payable of $93,000 and an increase of $2,067 in payments
made on advances from shareholder of $7,379.

         We reported a net increase in cash for the three months ended March 31,
2005 of $3,433 as compared to a net decrease in cash of $26,653 for the three
months ended March 31, 2004. At March 31, 2005 we had cash on hand of $10,478
and a working capital deficit of $1,123,582. During the three months ended March
31, 2005, we generated $31,834 in cash through the sale of ordinary shares of
Langley Park which we received as consideration for the issuance of shares of
our common stock as described below. At March 31, 2005, we had $16,761 of
marketable securities; however, the value of those securities is subject to
change and there are no assurances we will ever be able to generate cash
proceeds in that amount upon their sale. We do not have any commitments for
capital expenditures during fiscal 2005; however, we do have $314,600 principal
amount of short-term debt which is due to unrelated third parties in fiscal
2005.

         Subsequent to March 31, 2005 we sold a $500,000 principal amount 7%
secured debenture in the principal amount of $500,000 and we received $500,000
in proceeds less $62,500 in fees and expenses, as further described in Note 6 in
the Notes to Consolidated Financial Statements appearing elsewhere in this
report. We will sell an additional $500,000 principal amount 7% secured
convertible debenture, for a purchase price of $500,000, less $50,000 in fees as
described below, two business days prior to our filing with the Securities and
Exchange Commission of a registration statement covering the shares issuable
upon conversion of the 7% secured convertible debentures and warrants. We
anticipate that the registration statement will be filed during the second
quarter of fiscal 2005. On April 1, 2005, and as disclosed in Note 6 to the
Notes to Consolidated Financial Statements appearing elsewhere in this report,
we also entered into a Standby Equity Distribution Agreement with Cornell
Capital Partners, L.P. under which we can sell Cornell Capital Partners up to
$10 million of our common stock providing certain conditions have been met.

Going Concern

         The report from of our independent registered public accounting firm on
our audited financial statements at December 31, 2004 contains an explanatory
paragraph regarding doubt as to our ability to continue as a going concern.
While a significant portion of our net loss for fiscal 2004 is non-cash, we do
not presently generate sufficient revenue to fund our operations. The Company's
limited financial resources have prevented it from aggressively advertising its
product to achieve consumer recognition. In order to sustain our current
operations and satisfy our current obligations, as well as to expand sales of
our products and services we will require funds for working capital. 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.


                                      -15-

<page>


         We believe that the proceeds from the debentures will provide
sufficient working capital to us until such time as we are able to draw under
the Standby Equity Distribution Agreement. Thereafter we believe that the
Standby Equity Distribution Agreement will provide access to sufficient capital
to provide funds for the repayment of the short-term debt and debentures and our
general working capital needs.

         Our ability, however, to draw funds under the Standby Equity
Distribution Agreement is contingent first upon a registration of the shares
issuable to Cornell Capital Partners under the agreement. As described above, we
intend to file the registration statement with the SEC during the second quarter
of fiscal 2005; however, we cannot predict when or if the SEC will ever declare
the registration statement effective. Assuming it is declared effective, there
are restrictions on our ability to request advances under the Standby Equity
Distribution Agreement. For example, we may not request advances if the shares
to be issued in connection with such advances would result in Cornell Capital
Partners, L.P. and its affiliates, which includes Highgate House Funds, Ltd.,
the holder of the debenture, owning more than 9.99% of our outstanding common
stock. Even if we request advances the amount of each advance is limited to a
maximum of $250,000 every seven trading days. As a result of these contractual
limitations no assurances can be given that such financing will be available in
sufficient amounts or at all when needed to sustain our working capital needs.

         If we are unable to rely on the Standby Equity Distribution Agreement
to provide funds for repayment of debt and working capital we will need to raise
additional capital from other sources. There are no assurances that such capital
will be available to us when needed or upon terms and conditions which are
acceptable to us. If we are able to secure additional working capital through
the sale of equity securities, the ownership interests of our current
stockholders will be diluted. If we raise additional working capital through the
issuance of debt or additional dividend paying securities our future interest
and dividend expenses will increase. If we are unable to secure additional
working capital as needed, our ability to grow our sales, meet our operating and
financing obligations as they become due and continue our business and
operations could be in jeopardy.

Langley Park transaction

         In July 2004, we issued 47,500,000 shares of our common stock to
Langley Park Investments PLC in exchange for 1,320,898 ordinary shares of
Langley Park. Langley Park's ordinary shares are quoted on the London Stock
Exchange and the shares we acquired in the transaction are freely saleable by
us, subject to the escrow provisions described below. Langley Park has agreed
not to sell or otherwise dispose of our shares of common stock it acquired for a
period of two years from the date of the transaction. At the time of issuance,
we recorded the cost of the investment at the market value of our shares of
common stock exchanged which was approximately $2.4 million. The decrease in the
carrying and the fair value of this investment of approximately $1.1 million as
of March 31, 2005 has been included as accumulated other comprehensive loss in
stockholders' equity in our financial statements appearing elsewhere in this
quarterly report. During the three months ended March 31, 2005, we generated
proceeds of $31,834 through the sale of a portion of the Langley Park ordinary
shares we received in this transaction. We entered into this transaction in
order to provide capital to finance our operations and meet our working capital
requirements.

            At March 31, 2005, we owned 720,226 ordinary shares of Langley Park.
We have placed 660,449 of these shares in an escrow account as a downside price
protection for Langley Park. The value of these shares at March 31, 2005 was
$176,340 and is reflected on our balance sheet as restricted investment in
marketable securities. These shares will remain in an escrow account for up to
two years, subject to early termination upon the consent of the parties. If the
market value of our common stock on the two year anniversary is less than
$0.0505 per share, we will sell to Langley Park a number of Langley Park
ordinary shares held in escrow which are equal to (a) the number of ordinary
shares of Langley Park we received as consideration for our shares of common
stock multiplied by (b) the Percentage Decrease (as hereinafter defined), at a
purchase price of 1p per Langley Park ordinary share. The "Percentage Decrease"
is equal to 1 - Market Value/the Closing Price. "Market Value" shall be the
average of the 10 closing bid prices per share of the common stock during the 10
trading days immediately preceding the two year anniversary.


                                      -16-


<page>


Critical Accounting Policies

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

Revenue Recognition - We follow the guidance of the Securities and Exchange
Commission's Staff Accounting Bulletin 104 for revenue recognition. In general,
we record 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. The
following policies reflect specific criteria for the various revenues streams of
the Company:

         Revenue is recognized upon completion of conferencing services. We
         generally do not charge up-front fees and bill our customers based on
         usage.

         Revenue for video equipment sales is recognized upon delivery and
         installation.

         Revenue from periodic maintenance agreements is generally recognized
         ratably over the respective maintenance periods provided no significant
         obligations remain and collectibility of the related receivable is
         probable.

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

Recent Accounting Pronouncements

     In December  2004,  the FASB issued FASB  Statement No. 123R,  "Share-Based
Payment,  an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R
requires  companies to recognize in the statement of operations  the grant- date
fair  value of stock  options  and  other  equity-based  compensation  issued to
employees.  FAS No. 123R is effective  beginning in the Company's second quarter
of fiscal 2006. We are in process of evaluating the impact of this pronouncement
on our financial position.

         In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Non-monetary Assets." The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. We believe that the adoption of this
standard will have no material impact on our financial statements.


                                      -17-

<page>


ITEM 3.  CONTROLS AND PROCEDURES

         Our Chief Executive Officer and Acting 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 as of the end of the
period covered by 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 - OTHER INFORMATION

Item 1 - Legal Proceedings

         The Company's subsidiary, Ralston Communications, Inc. is a party to a
law suit styled Sony Electronics, Inc. v Ralston Communications, Inc., case
number 502003CA004999947XXCDAE, pending in the 15th Circuit Court of Palm Beach
County, Florida, which was initially filed in May 2003. The plaintiff is seeking
non-payment of an account of approximately $60,000 and an alleged breach of
contract. Ralston Communications has filed a counterclaim alleging breach of
contract by Sony. A hearing on our motion seeking dismissal as a result of
improper venue has been scheduled for June 9, 2005. The Company is unable to
predict at this time the outcome of this matter.

         Three judgments have been entered against Ralston Communications
arising out of contractual non-payment in the ordinary course of business. These
judgments total approximately $128,000 in the aggregate. Interest on the
judgments continues to accrue and the Company has included the amount of the
judgments and accrued interest as a payable on its financial statements which
appear elsewhere in this report.

                                     -18-

<page>


Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

         Following are issuances of securities by us which were not registered
under the Securities Act of 1933, as amended (the "Securities Act"). No general
solicitation or advertising was used in connection with any transaction, and the
certificate evidencing the securities that were issued contained a legend
restricting their transferability absent registration under the Securities Act
or the availability of an applicable exemption therefrom. Unless specifically
set forth below, the underwriter participated in the transaction and no
commissions were paid in connection with the transactions.

         During the three months ended March 31, 2005 we issued Michael Perry,
our CEO, an aggregate of 1,250,000 shares of our common stock valued at $44,500
in connection with his employment agreement. The recipient was an accredited
investor. These issuances were exempt from registration under the Securities Act
in reliance on an exemption provided by Section 4(2) of that act.

         In January 2005 we issued an aggregate of 600,000 shares of our common
stock valued at $26,400 to two employees as compensation for services rendered
to us. One of the employees is an accredited investor and the other employee is
a sophisticated investor who had such knowledge and experience in financial,
investment and business matters that he was capable of evaluating the merits and
risks of the prospective investment in our securities. The recipients had access
to business and financial information concerning our company. The issuances were
exempt from registration under the Securities Act in reliance on an exemption
provided by Section 4(2) of that act.

         In January 2005 we issued an aggregate of 2,625,000 shares of our
common stock valued at $104,850 to three consultants as compensation for
services rendered to our company. Two recipients were accredited investors and
the third was a sophisticated investor who had such knowledge and experience in
financial, investment and business matters that he was capable of evaluating the
merits and risks of the prospective investment in our securities. The recipients
had access to business and financial information concerning our company. The
issuances were exempt from registration under the Securities Act in reliance on
an exemption provided by Section 4(2) of that act.

         In March 2005 we issued 2,100,000 shares of our common stock valued at
$42,000 to two consultants as compensation for consulting services rendered to
us. The recipients were sophisticated investors who had such knowledge and
experience in financial, investment and business matters that they was capable
of evaluating the merits and risks of the prospective investment in our
securities. The recipients had access to business and financial information
concerning our company. The issuances were exempt from registration under the
Securities Act in reliance on an exemption provided by Section 4(2) of that act.

         In March 2005, we issued 2,000,000 shares of our common stock valued at
$40,000 to an employee as compensation for services to us. The recipient was a
sophisticated investor who had such knowledge and experience in financial,
investment and business matters that he was capable of evaluating the merits and
risks of the prospective investment in our securities. The recipient had access
to business and financial information concerning our company. The issuance was
exempt from registration under the Securities Act in reliance on an exemption
provided by Section 4(2) of that act.

         In April 2005 in connection with entering into the Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P. we issued that
company 9,500,000 shares of our common stock valued at $171,000. We also issued
500,000 shares of our common stock valued at $9,000 to Newbridge Securities
Corporation as compensation for placement agent services in that transaction.
The investors were provided access to business and financial information
concerning our company. Both recipients were accredited investors and each
investor was a sophisticated investor who had such knowledge and experience in
financial, investment and business matters that he was capable of evaluating the
merits and risks of the prospective investment in our securities. The issuances
were exempt from registration under the Securities Act in reliance on an
exemption provided by Section 4(2) of that act.

         On April 1, 2005, the Company entered into a Securities Purchase
Agreement with Highgate House Funds, Ltd., an accredited investor, for the
issuance and sale of up to $1,000,000 of 7% secured convertible debentures in a
private transaction exempt from registration under the Securities Act of 1933 in
reliance on exemptions provided by Section 4(2) and Regulation D of that act. On
April 1, 2005 the Company issued Highgate House Funds, Ltd. a $500,000 principal
amount 7% secured convertible debenture due April 1, 2006. The Company will
issue Highgate House Funds, Ltd. a second $500,000 principal amount 7% secured
convertible debenture two days before it files a registration statement with the
SEC covering the shares issuable upon the conversion of the debenture which it
presently anticipates will be filed in May 2005. The investor was provided
access to business and financial information concerning our company. At the time
of signing the Securities Purchase Agreement, the Company also issued Highgate
House Funds, Ltd. three-year common stock purchase warrants to purchase
4,000,000 shares of its common stock.

                                      -19-

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Item 3 - Defaults Upon Senior Securities

         None.

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

         On March 15, 2005 the Company's Board of Directors and the holders of a
majority of its issued and outstanding voting securities approved an amendment
to the Company's Articles of Incorporation increasing the number of authorized
shares of common stock from 300,000,000 shares to 750,000,000 shares. On March
18, 2005 the Company filed a Certificate of Amendment with the Secretary of
State of Nevada effectuating this increase in authorized shares of common stock.

         On May 11, 2005 the Company's Board of Directors and the holders of a
majority of its issued and outstanding voting securities approved an amendment
to the Company's Articles of Incorporation increasing the number of authorized
shares of common stock from 750,000,000 shares to 1,250,000,000 shares in order
to provide sufficient authorized shares in future periods which the Company may
issue in capital raising transactions, including under the Standby Equity
Distribution Agreement with Cornell Capital Partners, L.P., acquisitions or
business combinations, or for other valid corporate purposes. The Company
anticipates that it will file a Certificate of Amendment with the Secretary of
State of Nevada effectuating this increase prior to May 31, 2005.

Item 5.  Other Events

         None

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits.
31.1  Rule 13a - 14(a)/15d-14(a) Certification of the Chief Executive Officer *
31.2  Rule 13a - 14(a)/15d-14(a) Certification of the Chief Financial Officer *
32.1  Certification of Chief Executive Officer Certification under Section 906 *
32.2  Certification of Principal Financial and Accounting Officer Certification
      under Section 906 *

      * Filed herein




                                      -20-

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                                   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.

                                                     By: /s/Michael Perry
May 16, 2005                                         Michael  Perry
                                                    Chief Executive Officer

                                      -21-


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