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, 2004
                               --------------

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

         For the transition period from ________ to __________


                        Commission File Number: 001-11115
                                                ---------


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


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


                        7700 WEST CAMINO REAL, SUITE 200
                            BOCA RATON, FLORIDA 33433
               --------------------------------------------------
               (Address of principal executive offices)(Zip Code)


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


Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                             Yes [X]        No [ ]

State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At April 30, 2004, there were
211,860,322 shares of the small business issuer's common stock outstanding.

<PAGE>
                                DIRECTVIEW, INC.
                                   FORM 10-QSB
                      QUARTERLY PERIOD ENDED MARCH 31, 2004


                                      INDEX


                                                                            Page

PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements

                  Consolidated Balance Sheet (Unaudited)
                  As of March 31, 2004.........................................3

                  Consolidated Statements of Operations (Unaudited)
                  For the Three Months Ended March 31, 2004 and 2003 ..........4

                  Consolidated Statements of Cash Flows (Unaudited)
                  For the Three Months Ended March 31, 2004 and 2003...........5

                  Notes to Consolidated Financial Statements.................6-9

         Item 2 - Management's Discussion and Analysis or
                  Plan of Operations.......................................10-13

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


PART II - OTHER INFORMATION

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

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

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

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

         Item 5 - Other Events................................................14

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

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


                                       -2-
<PAGE>
                        DIRECTVIEW, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2004
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
    Cash ........................................................   $    12,175
    Accounts Receivable (Net of Allowance for
      Doubful Accounts of $58,587) ..............................       175,924
    Due fron Related Party ......................................         1,229
                                                                    -----------

        Total Current Assets ....................................       189,328

PROPERTY AND EQUIPMENT - Net ....................................         1,036
INTANGIBLES ASSET (Net of Accumulated Amortization of $853) .....        29,867
OTHER ASSETS ....................................................         8,802
                                                                    -----------

        Total Assets ............................................   $   229,033
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Current Portion of Loans Payable ............................   $   184,600
    Accounts Payable ............................................       416,787
    Accrued Expenses ............................................        52,185
    Due to Shareholder ..........................................       391,914
                                                                    -----------

        Total Current Liabilities ...............................     1,045,486

Long-Term Debt ..................................................        20,000
                                                                    -----------

        Total Liabilities .......................................     1,065,486
                                                                    -----------

STOCKHOLDERS' DEFICIT:
    Preferred Stock ($0.0001 Par Value;
        5,000,000 Shares Authorized;
        No Shares Issued and Outstanding) .......................             -
    Common Stock ($0.0001 Par Value;
        300,000,000 Shares Authorized;
        and 211,860,322 Shares Issued and Outstanding) ..........        21,186
    Additional Paid-in Capital ..................................     6,149,216
    Accumulated Deficit .........................................    (7,006,855)
                                                                    -----------

        Total Stockholders' Deficit .............................      (836,453)
                                                                    -----------

        Total Liabilities and Stockholders' Deficit .............   $   229,033
                                                                    ===========

          See accompanying notes to consolidated financial statements.

                                       -3-
<PAGE>
                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                      For the Three Months
                                                         ended March 31,
                                                  -----------------------------
                                                      2004             2003
                                                  -------------   -------------

NET SALES ......................................  $     144,402   $      81,700

COST OF SALES ..................................         40,764          27,301
                                                  -------------   -------------

GROSS PROFIT ...................................        103,638          54,399
                                                  -------------   -------------

OPERATING EXPENSES:
    Depreciation ...............................            892           1,103
    Professional Fees ..........................          7,020           6,100
    Rent .......................................          2,107           4,000
    Compensation ...............................         46,161          27,494
    Other Selling, General and Administrative ..         82,140          35,669
                                                  -------------   -------------

        Total Operating Expenses ...............        138,320          74,366
                                                  -------------   -------------

LOSS FROM OPERATIONS ...........................        (34,682)        (19,967)
                                                  -------------   -------------

OTHER INCOME (EXPENSES):
    Rental Income ..............................              -           2,700
    Interest Expense ...........................         (1,776)              -
                                                  -------------   -------------

        Total Other Income (Expenses) ..........         (1,776)          2,700
                                                  -------------   -------------

NET LOSS .......................................  $     (36,458)  $     (17,267)
                                                  =============   =============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED ..  $       (0.00)  $       (0.11)
                                                  =============   =============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING .....    212,110,322         159,521
                                                  =============   =============

          See accompanying notes to consolidated financial statements.

                                       -4-
<PAGE>
                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                            For the Three Months
                                                              Ended March 31,
                                                            --------------------
                                                              2004       2003
                                                            --------   --------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss ............................................  $(36,458)  $(17,267)
     Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:
           Depreciation and amortization .................       892      1,103
           (Increase) Decrease in:
              Accounts receivable ........................   (56,219)    15,531
              Due from related party .....................    (1,229)     8,510
              Other assets ...............................    (8,802)         -
           Increase (Decrease) in:
              Accounts payable ...........................    70,187    (20,991)
              Accrued expenses ...........................   (10,103)     1,782
                                                            --------   --------

Net Cash Flows Used in Operating Activities ..............   (41,732)   (11,332)
                                                            --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash from acquisition ...............................       391          -
                                                            --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Decrease in bank overdraft ..........................         -     (1,507)
     Proceeds from notes payable .........................    20,000     45,000
     Payments on advances from shareholder ...............    (5,312)   (20,867)
                                                            --------   --------

Net Cash Flows Provided by Financing Activities ..........    14,688     22,626
                                                            --------   --------

Net Increase (Decrease) in Cash ..........................   (26,653)    11,294
Cash - Beginning of Year .................................    38,828          -
                                                            --------   --------

Cash - End of Period .....................................  $ 12,175   $ 11,294
                                                            ========   ========

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   $      -
                                                            ========   ========

          See accompanying notes to consolidated financial statements.

                                       -5-
<PAGE>
                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004

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

BASIS OF PRESENTATION

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

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

ORGANIZIATION

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

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates. Significant estimates in 2003 and 2002
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 101 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectibility is reasonably assured. Revenue is
recognized upon completion of conferencing services. The Company generally does
not charge up-front fees and bills its customers based on usage. Revenue for
video equipment sales is recognized upon delivery and installation.

                                       -6-
<PAGE>
                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004

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

STOCK-BASED COMPENSATION

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

INCOME (LOSS) PER COMMON SHARE

Basic income (loss) per share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the period.
Diluted income per share is computed by dividing net income by the weighted
average number of shares of common stock, common stock equivalents and
potentially dilutive securities outstanding during each period. As of March 31,
2004 and 2003, the Company did not have any common stock equivalents or
potentially dilutive securities outstanding.

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 December 31, 2002 did not have a material impact on the
Company's financial condition or results of operations.

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

                                       -7-
<PAGE>
                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004

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

RECENT ACCOUNTING PRONOUNCEMENTS (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. The adoption of SFAS No. 150 did
not have a significant impact on our consolidated financial position or results
of operations.

NOTE 2 - ACQUISITION

On February 23, 2004, the Company entered into a Stock Purchase Agreement with
Meeting Technologies, Inc. ("Meeting") and Meeting's shareholder. Meeting has
principal offices in New York. Meeting Technologies, Inc. is a privately held
provider of video conferencing equipment and related services. As a result of
the acquisition, the Company issued 500,000 shares of its common stock with a
fair market value of $25,000 in exchange for 100% of the capital stock of
Meeting. The Company accounted for this acquisition using the purchase method of
accounting. The purchase price exceeded the fair value of net assets acquired by
$30,720. The excess has been applied to customer lists and will be amortized
over 36 months. The results of operations of Meeting are included in the
accompanying financial statements from February 23, 2004 (effective date of
acquisition) to March 31, 2004.

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

                                                  Three Months     Three Months
                                                      Ended           Ended
                                                 March 31, 2004   March 31, 2003
                                                 --------------   --------------
Net Revenues ....................................  $ 203,573        $ 154,426
Net Loss from continuing operations .............  $ (19,566)       $ (12,772)
Net Loss per Share from continuing operations ...  $    (.00)       $    (.08)

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

NOTE 3 - LOAN PAYABLE - RELATED PARTY

As of March 31, 2004, the Company has outstanding loans payable due to the
stockholder of the Company of $391,914. This amount is non-interest bearing and
is due upon demand.

                                       -8-
<PAGE>
                                DIRECTVIEW, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2004

NOTE 4 - LONG-TERM DEBT

As of March 31, 2004, the Company has loans with various entities and an
individual. The loans bear interest at 3.50% per annum and are payable through
March 31, 2006. During the period of any default under the terms of the notes,
the interest rate of the entire indebtedness outstanding shall be at the rate of
12% per annum. At March 31, 2004, loans payable to these entities or individual
amounted to $204,600. As of March 31, 2004, accrued interest payable of the
loans amounted to $4,888 and is included in accrued expenses on the accompanying
balance sheet.

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

         2005 ................................... $184,600
         2006 ...................................   20,000
                                                  --------
                                                  $204,600
                                                  ========
NOTE 5 - STOCKHOLDERS' DEFICIT

Common Stock

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

NOTE 6 - COMMITMENT

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

NOTE 7 - GOING CONCERN CONSIDERATIONS

As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $7,006,855 and a working capital deficit of
$856,158 at March 31, 2004, net losses in three months ended March 31, 2004 of
$36,458 and cash used in operations during the three months ended March 31, 2004
of $41,732.

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

                                       -9-
<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.

THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003

Revenues

Net sales for the three months ended March 31, 2004 were $144,402 compared to
$81,700 for the three months ended March 31, 2003, an increase of $62,702 or
76.7%. The increase was due to increased marketing efforts.

Cost of sales for the three months ended March 31, 2004 was $40,764 with a gross
margin of 71.8%. Cost of goods sold for the comparable period in 2003 was
$27,301 with a gross margin of 66.6%.

Depreciation expense for the three months ended ended March 31, 2004 and 2003
was $892 and $1,103, respectively.

Professional fees for the three months ended March 31, 2004 were $7,020 as
compared to $6,100 for the three months ended March 31, 2003, an increase of
$920 and was due to increased professional costs associated with our recent
acquisition and increased SEC filing costs.

Rent expense for the three months ended March 31, 2004 was $2,107 as compared to
$4,000 for the three months ended March 31, 2003, a decrease of $1,893 due to
the fact that we did not begin paying rent on our new lease until March 2004.

Compensation expense for the three months ended March 31, 2004 was $46,161 as
compared to $27,494 for the three months ended March 31, 2003, an increase of
$18,667 or 68%. This increase is primarily due the hiring of additional sales
staff during the three months ended March 31, 2004 as well the hiring of our new
CEO.

Other general and administrative expenses for the three months ended March 31,
2004 were $82,140 as compared to $35,669 for the three months ended March 31,
2003, an increase of $46,471. The increase was primarily due to an increase in
bad debt expense from the write-off of uncollectible related party receivables
of $124,188 offset by decreases in other general and administrative expenses due
to cost cutting measures and 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 three months ended March 31, 2003 as compared to $0 for the three
months ended March 31, 2004, a decrease of $2,700. This decrease was due to our
abandonment of our former office space during the first quarter of 2003.

                                      -10-
<PAGE>

We had interest expense of $1,776 for the three months ended March 31, 2004
compared to $0 for the comparable period in 2003.

The Company reported net losses for the three months ended March 31, 2004 and
2003 of $36,458 and $17,267, respectively. This translates to a per share loss
of $.00 and $0.11 for the three months ended March 31, 2004 and 2003,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our available cash balance at March 31, 2004 was approximately $12,000.

At March 31, 2004, we had a stockholders' deficit of $836,453. Our operations
have been funded by loans from various entities totalling $324,600. These funds
were used primarily for working capital, capital expenditures, advances to third
parties, and to pay down certain related party loans. As of April 10, 2004 the
Company had minimal cash on hand and will have to minimize operations until it
receives additional cash flows from its businesses.

We have no other material commitments for capital expenditures.

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

During the three months ended March 31, 2004, the Company had net cash used in
operating activities of $41,732. This consisted of a net loss of $36,458, an
increase in our accounts receivable of $56,219, an increase in other assets of
$8,802, and a decrease in accrued expense of $10,103 offset by depreciation of
$892 and an increase in accounts payable of $70,187. In the comparable period of
2003, we had net cash used in operations of $11,332 primarily relating to the
net loss of $17,267 and cash used to reduce accounts payable of $20,991 offset
by cash increases due to a decrease in accounts receivable of $15,531 and a
decrease in amounts due from a related party of $8,510.

During the three months ended March 31, 2004, we received cash of $391 from our
acquisition .

Net cash provided by financing activities for the three months ended March 31,
2004 was $14,688 as compared to net cash provided by financing activities of
$22,626 for the three months ended March 31, 2003. During the three months ended
March 31, 2004, we received net proceeds from loans of $20,000 offset by
repaymemts of shareholder loans of $5,312. In the comparable period of 2003, we
received net proceeds from loans of $45,000 offset by the repaymemt of
shareholder loans of $20,867.

For the fiscal year ended December 31, 2003, our auditors have issued a going
concern opinion in connection with their audit of the Company's financial
statements. As reflected in the accompanying consolidated financial statements,
the Company had an accumulated deficit of $7,006,855 and a working capital
deficit of $856,158 at March 31, 2004, net losses for the three months ended
March 31, 2004 of $36,458 and cash used in operations during the three months
ended March 31, 2004 of $41,732. These conditions raise substantial doubt about
our ability to continue as a going concern if sufficient additional funding is
not acquired or alternative sources of capital developed to meet our working
capital needs.

                                      -11-
<PAGE>

CRITICAL ACCOUNTING POLICIES

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

In 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 December 31, 2002 did not have a material impact on our
financial condition or results of operations.

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

                                      -12-
<PAGE>

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

ITEM 3.  CONTROLS AND PROCEDURES

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

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.

                                      -13-
<PAGE>
                                     PART II

Item 1 - Legal Proceedings

A wholly-owned subsidiary of the Company has had certain judgments issued and
claims made against it aggregating approximately $300,000. These judgments and
claims arose from transactions undertaken several years ago and prior to the
merger into a wholly-owned subsidiary of the Company that occurred in May 2003.
The Company derived no benefit from these transactions and received no assets or
rights directly or indirectly from the acquisition of this subsidiary. The
Company is not seeking to defend any of these claims, although in certain
instances, a counterclaim existed with regard to one of the claimants. The
Company does not believe it is liable for any of the judgments or related
claims.

Item 2 - Changes in Securities and Use of Proceeds

In February 2004, we issued 500,000 shares of common stock issued to Michael
Perry, our new CEO, in connection with the acquisition of Meeting Technologies,
Inc. In as much as Mr. Perry was a sophisticated purchaser and based on his
bargaining power had access to all relevant information pertaining to the
company, the issuance was exempt under section 4 (2) of the SECURITIES ACT OF
1933.

Item 3 - Defaults Upon Senior Securities

         None.

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

         None.

Item 5.  Other Events

We entered into an employment agreement with Michael Perry under which Mr. Perry
was engaged to serve as the Chief Executive Officer of the Company for an
initial term of two years, subject to automatic annual renewal terms (unless
terminated by either party at least 60 days prior to the end of any annual
renewal term).

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 under Section 302

         31.2     Certification of Principal Financial Officer under Section 302

         32.1     Certification of Chief Executive Officer under Section 906

         32.2     Certification of Principal Financial Officer under Section 906
         ----------
         (1) Filed with Form 8-K on February 23, 2004

(b) Reports on Form 8-K:

         DATE       DESCRIPTION                                  ITEM REPORTED
         ----       -----------                                  -------------
         2/23/04    Acquisition of Meeting Technologies, Inc.          5

                                      -14-
<PAGE>
                                   SIGNATURES

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

                                        DirectView, Inc.

         Date:  May 17, 2004            By: /s/ Michael Perry
                                            -----------------
                                        Michael  Perry
                                        Chief Executive Officer and Principal
                                        Financial and Accounting Officer

                                      -15-