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

                                   Form 10-QSB

(Mark One)

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

    For the quarterly report ended September 30, 2005

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

    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)

                                 (561) 750-9777
                           (Issuer's telephone number)


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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

                       APPLICABLE ONLY TO COPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
equity as of the latest practicable date: At November 15, 2005, there were
288,560,090 shares of the small business issuer's common stock outstanding.


Transitional Small Business Disclosure Format (Check one) Yes [ ] No [X]



<page>




         References in this report to "DirectView", "we", "us" and "our" are to
DirectView, Inc. a Nevada corporation, and our subsidiaries Ralston
Communications, Inc., a Florida corporation, Ralson Communication Services,
Inc., Florida Corporation, and  Meeting Technologies, Inc., a Delaware
corporation.  The information which appears on our web site at
www.directviewinc.com is not part of this quarterly report.

            CAUTIONARY STATEMENT REGARDING FOWARD LOOKING INFORMATION

         This quarterly report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of
the Securities and Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995, as amended. These forward-looking statements are
subject to risks and uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from the
results, performance or achievements expressed or implied by the forward-looking
statements. You should not unduly rely on these statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts. They use words such as "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "project," "contemplate,"
"would," "should," "could," or "may." With respect to any forward-looking
statement that includes a statement of its underlying assumptions or bases, we
believe such assumptions or bases to be reasonable and have formed them in good
faith, assumed facts or bases almost always vary from actual results, and the
differences between assumed facts or bases and actual results can be material
depending on the circumstances. When, in any forward-looking statement, we
express an expectation or belief as to future results, that expectation or
belief is expressed in good faith and is believed to have a reasonable basis,
but there can be no assurance that the stated expectation or belief will result
or be achieved or accomplished. All subsequent written and oral forward-looking
statements attributable to us, or anyone acting on our behalf, are expressly
qualified in their entirety by the cautionary statements.



<PAGE>



                                DIRECTVIEW, INC.
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                                      INDEX

                                                                            Page
PART I - FINANCIAL INFORMATION

     Item 1 - Consolidated Financial Statements

     Consolidated Balance Sheet (Unaudited)
          As of September 30, 2005.............................................3
     Consolidated Statements of Operations (Unaudited)
          For the Three and Nine Months Ended September  30, 2005 and 2004 ....4
     Consolidated Statements of Cash Flows (Unaudited)
          For the Nine Months Ended September 30, 2005 and 2004................5

     Notes to Consolidated Financial Statements.............................6-14

     Item 2 - Management's Discussion and Analysis or Plan of  Operation...15-22

     Item 3 - Controls and Procedures......................................22-23

PART II - OTHER INFORMATION

    Item 1. Legal Proceedings.................................................23

    Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds......23

    Item 3. Defaults Upon Senior Securities...................................24

    Item 4.  Submission of Matters to a Vote of Security Holders..............24

    Item 5 - Other Information................................................24

    Item 6 - Exhibits.........................................................24

    Signatures................................................................24



                                       -2-


<PAGE>




                                 DIRECTVIEW, INC. AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEET
                                        September 30, 2005
                                            (Unaudited)
<table>
<caption>

                                              ASSETS

                                                                                             <c>
CURRENT ASSETS:
    Cash                                                                                                   $     113,660
    Marketable Securities, at market                                                                              15,806
    Accounts Receivable (Net of Allowance for Doubtful Accounts of $87,000)                                       27,548
    Other Current Assets                                                                                          33,130
                                                                                                      -------------------

        Total Current Assets                                                                                     190,145

PROPERTY AND EQUIPMENT - Net                                                                                      16,503
RESTRICTED INVESTMENT IN MARKETABLE SECURITIES                                                                    11,642
DEFERRED OFFERING COSTS                                                                                          180,000
INTANGIBLES ASSET (Net of Accumulated Amortization of $13,654)                                                    14,507
OTHER ASSETS                                                                                                      12,972
                                                                                                      -------------------

        Total Assets                                                                                       $     425,769
                                                                                                      ===================


                               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Loans Payable                                                                                          $     229,600
    Convertible Debentures Payable, net                                                                          891,747
    Accounts Payable                                                                                             422,785
    Accrued Expenses                                                                                              59,009
    Deferred Revenue                                                                                              14,336
    Customer Deposits                                                                                             33,330
    Due to Shareholder                                                                                           275,550
                                                                                                      -------------------

        Total Current Liabilities                                                                              1,926,357

LONG-TERM LIABILITIES:
    Deferred Revenue                                                                                              10,990
                                                                                                      -------------------

        Total Liabilities                                                                                      1,937,347
                                                                                                      -------------------

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; 2,500,000,000 Shares Authorized;
        288,560,090 Shares Issued and Outstanding)                                                                28,856
    Additional Paid-in Capital                                                                                 9,246,709
    Accumulated Deficit                                                                                      (10,787,153)
                                                                                                      -------------------

        Total Stockholders' Deficit                                                                           (1,511,578)
                                                                                                      -------------------

        Total Liabilities and Stockholders' Deficit                                                        $     425,769
                                                                                                      ===================



</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               For the Nine Months Ended
                                                             September 30,                           September 30,
                                                    ------------------------------------------------------------------------------
                                                           2005               2004                 2005                2004
                                                    ----------------- --------------------- --------------------  ------------------
                                                        (Unaudited)       (Unaudited)           (Unaudited)         (Unaudited)

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

NET SALES                                               $   95,536         $   24,404          $   418,467         $   416,593

COST OF SALES                                               45,962              8,852              309,024             121,444
                                                    ----------------- --------------------- --------------------  ------------------

GROSS PROFIT                                                49,574             15,552              109,443             295,149
                                                    ----------------- --------------------- --------------------  ------------------

OPERATING EXPENSES:
    Depreciation and Amortization                            3,154              2,649                8,483               6,161
    Bad Debt Expenses                                            -             55,715               19,000              55,715
    Professional Fees                                       18,429             20,930               71,305              50,630
    Rent                                                    15,815             13,608               53,973              29,048
    Compensation                                            79,099             64,904              384,769             154,695
    Stock-Based Compensation                                     -             67,068              110,900             103,965
    Stock-Based Consulting                                       -                  -              221,959                   -
    Other Selling, General and Administrative               77,019             76,593              353,463             236,616
                                                    ----------------- --------------------- --------------------  ------------------

        Total Operating Expenses                           193,516            301,467            1,223,852             636,830
                                                    ----------------- --------------------- --------------------  ------------------

LOSS FROM OPERATIONS                                      (143,942)          (285,915)          (1,114,409)           (341,681)
                                                    ----------------- --------------------- --------------------  ------------------

OTHER INCOME (EXPENSES):
     Other Income                                            4,538                  -               23,401                   -
     Loss from Sale of Marketable Securities                     -                  -             (167,926)                  -
     Unrealized Gain on Marketable Securities                2,582                  -                2,582                   -
     Loss from Impairment of Marketable Securities               -                  -           (1,283,065)                  -
     Interest  Income                                        3,270                  -                3,546                   -
     Interest Expense                                      (51,986)            (2,025)            (100,907)             (5,730)
                                                    ----------------- --------------------- --------------------  ------------------

        Total Other Income (Expenses)                      (41,596)            (2,025)          (1,522,369)             (5,730)
                                                    ----------------- --------------------- --------------------  ------------------

NET LOSS                                                  (185,538)          (287,940)          (2,636,778)           (347,411)

OTHER COMPREHENSIVE GAIN (LOSS):
   Reversal of Previous Unrealized Losses on
       Marketable Securities                                     -                  -            1,282,950                   -
   Unrealized Gain (Loss) on Marketable Securities               -         (1,527,325)                   -          (1,527,325)
                                                    ----------------- --------------------- --------------------  ------------------

COMPREHENSIVE LOSS                                      $  (185,538)       $(1,815,265)       $  (1,353,828)       $ (1,874,736)
                                                     ================ =====================   ==================  ==================

NET LOSS PER COMMON
  SHARE - Basic and Diluted                             $     (0.00)       $     (0.00)        $      (0.01)       $      (0.00)
                                                     ================ =====================   ==================  ==================

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING - Basic and Diluted                     288,560,090        249,138,083          283,921,914         224,604,065
                                                     ================ =====================   ==================  ==================
</table>





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

<page>


                       DIRECTVIEW, INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
<table>
<caption>

                                                               For the Nine Months Ended
                                                                     September 30,
                                                               ---------------------------
                                                                   2005          2004
                                                               ------------- -------------
                                                                (Unaudited)   (Unaudited)

                                                          <c>             <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                   $ (2,636,778)   $ (347,411)
    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:
           Depreciation and amortization                              8,483         6,161
           Stock-based compensation                                 332,859       103,965
           Other income                                             (23,401)            -
           Amortization of discount on loan payables                 91,588             -
           Loss from sale of marketable securities                  167,926             -
           Unrealized gain on marketable securities                  (2,582)            -
           Loss from impairment of marketable securities          1,283,065             -

           (Increase) Decrease in:
             Accounts receivable                                    201,456        13,005
             Other current assets                                   (31,660)            -
             Due from related party                                       -        (1,353)
             Other assets                                            (2,671)       (8,801)

           Increase (Decrease) in:
              Accounts payable                                      (27,238)      118,082
              Accrued expenses                                       (7,212)         (330)
              Customer deposits                                      33,330             -
              Deferred revenue                                      (12,133)            -
                                                               ------------- -------------

Net Cash Flows Used in Operating Activities                        (624,968)     (116,682)
                                                               ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                             (15,766)         (670)
     Proceeds from sale of marketable securities                     31,834             -
     Cash from acquisition                                                -           391
                                                               ------------- -------------

Net Cash Flows Provided by (Used in) Investing Activities            16,068          (279)
                                                               ------------- -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of stock options                              -        60,000
     Proceeds from notes payable                                          -        52,500
     Proceeds from loans payable                                    875,000             -
     Payments on loans payable                                      (93,000)            -
     Payments on advances from shareholder                          (66,485)      (29,201)
                                                               ------------- -------------

Net Cash Flows Provided by Financing Activities                     715,515        83,299
                                                               ------------- -------------

Net Increase (Decrease) in Cash                                     106,615       (33,662)

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

Cash - End of Period                                           $    113,660    $    5,166
                                                               ============= =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:
     Interest                                                    $   3,233     $        -
                                                               ============= =============
     Income Taxes                                                $       -     $        -
                                                               ============= =============

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Common stock issued for debt                                     $       -     $   39,340
                                                               ============= =============
Common stock issued for marketable securities                    $       -     $ 2,206,851
                                                               ============= =============
Common stock issued for deferred debt issuance costs             $  180,000    $        -
                                                               ============= =============
Grant of stock warrants in connection with loan payable          $  74,831     $        -
                                                               ============= =============

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
                               SEPTEMBER 30, 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 amended, as
filed with the Securities and Exchange Commission (the "Commission"). The
results of operations for the nine months ended September 30, 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
                               SEPTEMBER 30, 2005

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


Marketable equity securities

At September 30, 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 September 30, 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. If the average of the closing bid prices per share of the
Company's common stock during the 10 trading days immediately preceding July 30,
2006 ("Average Closing Bid Price") is below $0.0505, the Investee will
repurchase a proportion of its shares held in escrow at a price of approximately
$0.02 per share. The proportion to be repurchased is computed using the
difference between $.0505 and the Average Closing Bid Price as the numerator and
$.0505 as the denominator. 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 presented as an asset on the
accompanying balance sheet. As of June 30, 2005, management believed that the
fair value of this investment was impaired and adjusted its carrying value to
approximately $12,000 as of June 30, 2005. The decrease in the carrying and the
fair value of these shares of $1,187,455 as of June 30, 2005 was recorded as a
realized loss in its consolidated statement of operations.

The remaining unrestricted Investee shares (59,777 shares) are stated at market
value based on the most recently traded price of these securities at September
30, 2005 as a current asset. At June 30, 2005, management believed that the fair
value of this investment was impaired and adjusted its carrying value to its
fair value at June 30, 2005 of approximately $13,000. The decrease in the
carrying and the fair value of these shares of $95,610 as of June 30, 2005 was
recorded as a realized loss in its consolidated statement of operations. These
Investee shares are classified as a trading security at September 30, 2005. As
of September 30, 2005, unrealized gains and losses, determined by the difference
between adjusted historical purchase price (after impairment) and the market
value at each balance sheet date, are recorded as an unrealized gain or loss on
the accompanying statements of operations. Realized gains and losses are
determined by the difference between adjusted purchase price (after impairment)
and gross proceeds received when the marketable securities are sold.

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. At September 30,
2005, there were warrants to purchase 4,000,000 shares of common stock, which
could potentially dilute future earnings per share.

                                       -7-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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" ("SFAS No. 123R").  SFAS 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 Company on January 1, 2006.  The
Company is in process of evaluating the impact of this pronouncement on its
financial position.

In May 2005, FASB issued FASB Statement 154, "Accounting Changes and Error
Corrections -- a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("
SFAS 154"). SFAS 154 changes the requirements for the accounting for and
reporting of a change in accounting principle. The provisions of SFAS 154
require, unless impracticable, retrospective application to prior periods'
financial statements of (1) all voluntary changes in principles and (2) changes
required by a new accounting pronouncement, if a specific transition is not
provided. SFAS 154 also requires that a change in depreciation, amortization, or
depletion method for long-lived, non-financial assets be accounted for as a
change in accounting estimate, which requires prospective application of the new
method. SFAS 154 is effective for all accounting changes made in fiscal years
beginning after December 15, 2005.

Management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.


NOTE 2 - LOANS PAYABLE

As of September 30, 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 September 30, 2005, loans payable to these entities or
individual amounted to $229,600. As of September 30, 2005, accrued interest
payable on the loans amounted to $16,878 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 six months ended June 30, 2005.

The scheduled maturities of loans payable are as follows:

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






                                       -8-

<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE

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. On April 1, 2005, the
Company issued Highgate House Funds, Ltd. a $500,000 principal amount 7% secured
convertible debenture due April 1, 2006, and in May 2005, the Company issued
Highgate House Funds, Ltd. a second $500,000 principal amount 7% secured
convertible debenture due May 31, 2006. Other than the different due dates, all
other terms and conditions of the debentures are identical. 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 the Company's common stock. The net proceeds from the sale
of the debentures will be used by the Company for general corporate and working
capital purposes.

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 the Company's 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 its common stock or securities exercisable or
convertible into shares of its 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. Since the conversion price was greater than the fair market
value of the Company's common stock on the date of the respective debenture, no
beneficial conversion expense was recognized.

The Company has the right to redeem, with three business days advance written
notice, all or a portion of the outstanding secured convertible debentures at
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 our common
stock valued at the closing bid price on the date the interest payment is due or
made.

In order to secure its obligations under the secured convertible debenture and
related documents, the Company has granted the debenture holders a security
interest in all of its 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 our obligations to the debenture holder. A foreclosure by Highgate House
Funds, Ltd. of the pledged shares could result in a change of control of the
Company. Upon the satisfaction or conversion of the secured convertible
debentures, the pledged shares will be returned to the Company for cancellation
and return to its treasury.




                                       -9-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPYEMBER 30, 2005

NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE (continued)

The warrants the Company granted to Highgate House Funds, Ltd. entitle it to
purchase 4,000,000 shares of the Company's common stock at 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 its common stock or securities
exercisable or convertible into shares of its 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. These warrants were treated
as a discount on the convertible debenture and on April 1, 2005 were valued at
$74,841 under SFAS No.123 using the Black-Scholes option-pricing model to be
amortized over the debenture term. Additionally, the Company paid 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 and other fees of $15,000. These fees were treated as a discount on the
convertible debenture and beginning on April 1, 2005 are being amortized over
the debenture term. Amortization expense for the nine months ended September 30,
2005 was $91,588 and is included in interest expense.

Under the terms of the Securities Purchase Agreement, secured convertible
debentures and warrants, 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:

   *   issue or sell shares of our common or preferred stock, or any warrant
       option or right to acquire shares of our common stock, without
       consideration or for a per share consideration less than the bid price
       for our shares on the date of issuance,

    *  file a registration statement on Form S-8 except to register up to
       20,000,000 shares of our common stock to be issued under a stock
       incentive plan to our non-executive employees, provided that such shares
       are not issued without consideration or for a consideration less than the
       closing bid price of our common stock on the day of issuance and that the
       registration statement is not filed prior to 90 days after the date of
       the prospectus contained in the Company's registration statement which is
       presently pending with the Securities and Exchange Commission.,

   *   enter into any transaction with officers, directors, 5% or greater
       stockholders or their affiliates except for customary employment
       arrangements, an investment in an affiliate of our company, a transaction
       which is upon terms we might receive in an arms-length transaction with a
       non-affiliate, or any transaction which is approved by our disinterested
       directors.

The Company 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. The Company filed
the registration statement with the SEC on June 1, 2005, however, such
registration statement has not yet been declared effective, As a result of the
foregoing, or if the registration statement does not remain effective (except
for certain specified periods) once it is declared effective by the SEC, of
which there are no assurances, 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 our common stock at the option of the holder, for
each 30 day period during which the deficiency is not cured. We did not accrue
any penalties during the period ended September 30, 2005. Because the failure to
secure the effectiveness of the registration statement within the 90 day period
is partially attributable to comments from the staff of the SEC regarding the
Standby Equity Distribution Agreement, we believe, although there can be no
assurances, that we may be able to successfully negotiate with Cornell Capital
Partners, LP a mitigation or waiver of these penalties.

                                      -10-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 3 - CONVERTIBLE DEBENTURES PAYABLE (continued)

The convertible debenture liability is as follows at September 30, 2005:


Convertible debentures payable                               $     1,000,000
Less: unamortized discount on debentures                            (108,253)
                                                              ---------------

Convertible debentures, net                                  $       891,747
                                                              ===============

NOTE 4 - STANDBY EQUITY DISTRIBUTION AGREEMENT

On April 1, 2005, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P. Under the Standby Equity
Distribution Agreement ("SEDA"), the Company can require Cornell Capital
Partners, L.P., an affiliate of Highgate House Funds, Ltd. (see Note 3), to
purchase up to $10,000,000 of its common stock over a two-year period following
May 31, 2005. 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-down upon by the Company 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 the Company's shares during the five trading days
following the Company's draw-down notice to Cornell Capital Partners, L.P. 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 subsequent
to the registration of the Company's common stock to be issued under the SEDA,
and upon the satisfaction by the Company of normal conditions for this type of
transaction, the Company has the right to require Cornell Capital Partners, L.P.
to purchase its common shares under the SEDA, subject to the beneficial
ownership limitations described elsewhere in this note. The registration
statement for the shares issuable under the SEDA remains pending with the SEC.
The Company cannot predict when, if ever, that such registration statement will
be declared effective.

In connection with the SEDA, the Company issued to Cornell Capital Partners,
L.P. 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 Capital Partners, L.P.
an amount equal to 5% of each purchase of its common stock made by Cornell
Capital Partners, L.P. under the SEDA. This additional fee has the effect of a
lower purchase price paid by Cornell Capital Partners, L.P. for the Company's
stock. The Company also paid Yorkville Advisors Management, LLC, the investment
manager for Cornell Capital Partners, L.P., a structuring fee of $10,000, and on
each sale under the SEDA, the Company will pay an additional structuring fee of
$500. Newbridge Securities Corporation acted as placement agent for the SEDA,
and the Company paid that firm a fee of 500,000 shares of its common stock as
compensation. The Company valued the common shares issued to Cornell and
Newbridge at the fair market value on the dates of grant or $0.018 per share or
$180,000 based on the quoted trading price for the stock. The commitment fee was
deemed to be a deferred debt offering cost and is being amortized as a financing
expense over the effective period of 24 months. As of September 30, 2005, the
Company's registration was not yet declared effective and the Company did not
begin amortizing the commitment fee.

During the term of the SEDA, the Company's officers and directors have agreed
not to sell any of their shares of the Company's common stock, except to the
extent permitted under Rule 144. The number of shares of the Company's common
stock issuable to Cornell Capital Partners, L.P. under the Standby Equity
Distribution Agreement is subject to a 9.9% cap on the beneficial ownership that
Cornell Capital Partners, L.P. 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). The shares owned by Highgate House Funds, Ltd.,
which is an affiliate of Cornell Capital Partners, L.P., will be included in the
calculation of this 9.9% beneficial ownership limitation.


                                      -11-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005


NOTE 4 - STANDBY EQUITY DISTRIBUTION AGREEMENT (continued)

During the two years in which the Company can access the SEDA, without Cornell
Capital Partners, L.P.'s consent, the Company cannot:

    o  issue or sell shares of its 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 our shares on the date of issuance, or
    o  file a registration statement on Form S-8 except to register up to
       20,000,000 shares of its common stock to be issued under a stock
       incentive plan to our non-executive employees, provided that such shares
       are not issued without consideration or for a consideration less than the
       closing bid price of its common stock on the day of issuance and that the
       registration statement is not filed prior to 90 days after May 31, 2005.

NOTE 5 - LOAN PAYABLE - RELATED PARTY

As of September 30, 2005, the Company has outstanding loans payable due to an
officer/director/principal stockholder of the Company of $275,550. This amount
is non-interest bearing and is due upon demand.

NOTE 6 -  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 nine months ended September 30, 2005, the Company recorded stock-based
compensation of $75,109 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 May 2005 it further increased its authorized
common shares to 1,250,000,000 shares and in August 2005 it further increased
the number of its authorized shares of common stock to 2,500,000,000 shares..




                                      -12-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 6 -  STOCKHOLDERS' DEFICIT (continued)

On April 1, 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 in Note 3 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 3), 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 connection with the SEDA, the Company issued to Cornell Capital Partners,
L.P. 9,500,000 shares of its common stock. Additionally, the Company issued to
Newbridge Securities Corporation, the placement agent for the SEDA, 500,000
shares of its common stock as compensation. The Company valued the common shares
issued to Cornell and Newbridge at the fair market value on the dates of grant
or $0.018 per share or $180,000 based on the quoted trading price. The
commitment fee was deemed to be a deferred debt offering cost and is being
amortized as a financing expense over the effective period of 24 months. Since
as of September 30, 2005, the Company's registration was not yet declared
effective, the Company did not begin amortizing the commitment fee.

In April 2005, the Company cancelled 100,000 shares of common stock previously
issued as payment for equipment that was not received.

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. On May 16, 2005 the Company filed an amendment to its Articles of
Incorporation with the Secretary of State of Nevada.

In August 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 1,250,000,000 shares to
2,500,000,000 shares. On August 16, 2005 the Company filed an amendment to its
Articles of Incorporation with the Secretary of State of Nevada.

Common Stock Warrants

In connection with 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 the Company's common stock at an exercise price of $0.001
per share (see note 3).

Stock warrant activity for the nine months ended September 30, 2005 is
summarized as follows:

                                        Number of         Weighted average
                                          shares           exercise price
                                         ---------        ----------------
    Outstanding at December 31, 2004             -             $         -
         Granted                         4,000,000                    .001

        Exercised                                -                       -
                                          ---------        ----------------

    Outstanding at September 30, 2005     4,000,000             $     0.001
                                          ============           ===========




                                      -13-

<page>


                        DIRECTVIEW, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2005

NOTE 6 -  STOCKHOLDERS' DEFICIT (continued)

The following table summarizes the Company's stock warrants outstanding at
September 30, 2005:

                               Options outstanding and exercisable
                       --------------------------------------------------
                                            Weighted      Weighted
                                            average      average
          Range of                          remaining     exercise
       exercise price           Number         life         price
      ----------------        -----------    ---------     --------
          $  0.001              4,000,000        3.00       $ 0.001

NOTE 7 - GOING CONCERN CONSIDERATIONS

As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $10,787,153 and a working capital deficit of
$1,736,212 at September 30, 2005, net losses in nine months ended September 30,
2005 of $2,636,778 and cash used in operations during the nine months ended
September 30, 2005 of $624,968. 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 3 and 4). 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.






                                      -14-


<page>

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

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
nine months ended September 30, 2005 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

Nine months ended September 30, 2005 compared to nine months ended September 30,
2004

         Net sales for nine months ended September 30, 2005 were $418,467 as
compared to net sales of $ 416,593 for nine months ended September 30, 2004, an
increase of $1,874 or less than 1%. For the nine months ended September 30,
2005, sales of teleconferencing equipment and accessories accounted for
approximately 85% of our revenues as compared to 89% for the nine months ended
September 30, 2004. Although we had an average of five sales persons during the
nine months ended September 30, 2005 as compared to 2.5 sales persons during the
nine months ended September 30, 2004, our sales decreased. This decrease was
attributable to the fact that during the 2004 period, we recorded revenues from
sale of products to three major customers that accounted for approximately
$170,000 or 46% of our revenues for the period and we did not have comparable
product sales to those three major customers during the nine months ended
September 30, 2005. Additionally, during the nine months ended September 30,
2005 we experienced increased competition from competitors that sell similar
products. In an effort to increase our sales in future periods we are currently
hiring additional inside sales staff to initiate a telemarketing campaign. These
staff members will be compensated primarily with commissions. We will generate
leads for these individuals by purchasing telemarketing lead lists. We are also
working on promoting our new website will be begin an email campaign. We are
currently analyzing the costs and expected benefits of these projects.

         Our cost of sales was approximately 74% of net sales for the nine
months ended September 30, 2005 as compared to approximately 29 % for the
comparable nine 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.
Additionally, in order to generate sales, we lowered our prices, therefore
increasing costs of sales. We believe that the price reductions may be
temporary, however we can not provide any assurance that our gross margins will
increase. We are reviewing our pricing structure and will concentrate on higher
gross margin product. We are focusing on product sales with higher margin and
are revamping our sales staff and expect our sales to increase during the
balance of fiscal 2005.







                                      -15-

<page>


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

Results of Operations (continued)

         Total operating expenses for nine months ended September 30, 2005 were
$1,223,852, an increase of $587,022, or approximately 92%, from total operating
expenses in nine months ended September 30, 2004 of $636,830. This increase is
primarily attributable to:

         * an increase of $2,322, or approximately 37%, in depreciation and
amortization resulting from the amortization of an intangible asset, a customer
list, acquired in the acquisition of Meeting Technologies;

        *  an decrease of $36,757, or approximately 66%, in bad debt expenses;

         * an increase of $20,675, or approximately 41%, in professional fees
primarily associated with a Standby Equity Distribution Agreement and debenture
entered into in April 2005 described later in this discussion as well as fees
associated the filing of our registration statement on Form SB-2;

         * an increase of $24,925, or approximately 86%, 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. In June 2005, we consolidated
all of our operations into our Boca Raton, Florida office and closed our Texas
office. Future savings in rent expense as a result of this consolidation of
office space is $1,500 per month or $18,000 annually;

         * an increase of $230,074, or approximately 149%, in compensation
expense which is primarily the result of hiring of additional sales and
administrative staff and payment of increased commissions during the nine months
ended September 30, 2005. During the nine months ended September 30 2005, we had
an average of 9 employees compared to 4.9 during the nine months ended September
30, 2004. Additionally, we paid compensation to our former CEO during the nine
months period ending September 30, 2005 as compared to only 7 month in the
comparable period in 2004 as a result of his hiring in February 2004, an
increase of $10,500. During the nine months ended September 30, 2005, we also
paid commissions of approximately $20,000 to our former CEO under the terms of
his employment agreement as compared to $0 in the prior period. On June 24,
2005, we signed a separation agreement with our former CEO with no further
compensation;

         * an increase of $228,894, or 220%, in stock-based compensation and
consulting expense to $332,859 for the nine months ended September 30, 2005 as
compared to $103,965 for the nine months ended September 30, 2004. This increase
is a result of an increase in stock issuances to employees and officers
aggregating $6,935 as compensation for services and an increase in stock
issuance to consultants and amortization of deferred compensation aggregating
$221,959. During the nine months ended September 30, 2005, we granted common
stock to our former CEO valued at $44,500 under the terms of his employment
agreement for which we did not have a comparable expense in fiscal 2004. We
expect to incur similar stock-based compensation and consulting expense in the
future and;

        *   an increase of $116,847, or approximately 49%, in other selling,
general and administrative expenses as  summarized below:

<table>
<caption>
                                                               Nine Months Ended September 30,
                                                            2005                            2004
                                                     ------------------         ------------------
                  <c>                               
                        

                  Advertising and promotion          $           22,988         $           17,201
                  Auto expense                                   26,316                     11,752
                  Health insurance                               11,227                     14,381
                  Payroll taxes                                  29,950                     11,933
                  Settlement expense                             80,705                          -
                  Telephone and communications                   39,512                     29,247
                  Travel and entertainment                       46,404                     40,738
                  Other                                          96,361                    111,364
                                                     ------------------         ------------------

                                                     $          353,463         $          236,616
                                                     ==================         ==================
</table>

                                      -16-

<page>

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

         The changes in these expenses from the nine months ended September 30,
2004 as compared to the nine months ended September 30, 2005 included the
following:

1)       We increased our advertising expense by $5,787 or 33.6% in order to try
to increase public awareness of our company and our brand.

2) Auto expenses increased by $14,564 due to increased gas costs, and increased
car allowance to sales staff.

3) We incurred decreased health insurance costs due to a decrease in the number
of employees participating in the plan.

4) We had an increase in payroll tax expense due to an increase in the number of
employees.

5) In 2005, we recorded settlement expense of $80,705 related to the
satisfaction of certain accounts payable at a negotiated amount which was more
that what we had recorded on our books.

6) We had a $10,265 increase in telephone and communication costs due to the
opening of our Texas office and an increase in  telemarketing activities.

7) Travel and entertainment expenses increased $5,666 due to increased sales-
related travel.

8) Other selling, general and administrative expenses, which includes
   postage, general insurance, and office supplies and expenses
   decreased by $15,003 or 13.5% due to cost cutting measures.

         We reported a loss from operations of $1,114,409 for nine months ended
September 30, 2005 as compared to a loss from operations of $341,681 for nine
months ended September 30, 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 to $1,522,369 for nine months ended
September 30, 2005 as compared to $5,730 for the nine months ended September 30,
2004. Included in this net increase of $1,516,639 is:

o                  $23,401 of other income for the nine months ended September
                   30, 2005 which was attributable to the reduction of accounts
                   payable over four years old that management has deemed
                   forgiven;

o                  an increase of $95,177, or approximately 1,661%, in interest
                   expense for the nine months ended September 30, 2005 as
                   compared to nine months ended September 30, 2004 which
                   reflects an increase in our borrowings as well as the
                   amortization of a discount on convertible debentures of
                   $91,588;

o                  An increase of $1,283,065 in loss from impairment of
                   marketable securities due to an other-than-temporary decline
                   in the market value of our marketable securities;

o                  An increase in unrealized gains from marketable securities of
                   $2,582 due the reclassification of marketable securities to
                   trading securities;

o                  an increase in interest income of $3,546 due to investment of
                   cash in interest-bearing accounts and;

o                  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 $2,636,778 for the nine months ended
September 30, 2005 as compared to a net loss of $347,411 for the nine months
ended September 30, 2004. For the nine months ended September 30, 2005, we
reported an other comprehensive gain of $1,282,950 which represents a reversal
of unrealized loss on marketable securities resulting from the Langley Park
transaction described below. For the nine months ended September 30, 2004 we
reported an other comprehensive loss of $(1,527,325) which represents an
increase in the unrealized loss on marketable securities resulting from the
Langley Park transaction described below. As a result of the foregoing, our
comprehensive loss for the nine months ended September 30, 2005 was $1,353,828
as compared to a comprehensive loss of $1,874,736 for the nine months ended
September 30, 2004.




                                      -17-


<page>

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

Liquidity and Capital Resources

            We are presently meeting our current obligations from cash proceeds
received from our debt financings. However, due to insufficient cash generated
from operations, we currently do not internally generate cash sufficient to pay
all of our incurred expenses and other liabilities. As a result, we are
dependent on investor capital and loans to meet our expenses and obligations.
Although investor funds and debenture fundings have allowed us to meet our
obligations in the recent past, there can be no assurances that our present
methods of generating cash flow will be sufficient to meet future obligations.
Historically, we have, from time to time, been able to raise additional capital
from sales of our capital stock and have raised funds through debt financings,
but there can be no assurances that we will be able to raise additional capital
in this manner.

         On April 1, 2005, we 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. On April 1, 2005, we
issued Highgate House Funds, Ltd. a $500,000 principal amount 7% secured
convertible debenture due April 1, 2006, and in May 2005, we issued Highgate
House Funds, Ltd. a second $500,000 principal amount 7% secured convertible
debenture due May 31, 2006. The secured convertible debentures are immediately
convertible at the option of holder into shares of our common stock at an
initial conversion price of $0.024 per share. These funds have been used for
working capital purposes. In order to secure our obligations under the secured
convertible debenture and related documents, we have granted the debenture
holders a security interest in all of our assets and property, and we have
pledged 250,000,000 shares of our common stock. A certificate representing the
pledged shares together with a stock power has been deposited in escrow with a
third party. If we 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, which will result in a change of control of our company, and
Highgate House Funds, Ltd. may take possession of and sell the pledged shares to
satisfy our obligations to the debenture holder. If we do not receive funding
from the Standby Equity Distribution Agreement discussed below, we may not be
able to repay this debt.

            On April 1, 2005, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P. Under the Standby Equity
Distribution Agreement ("SEDA"), the Company can require Cornell Capital
Partners, L.P. to purchase up to $10,000,000 of its common stock over a two-year
period following May 31, 2005. 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-down upon by the Company 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 the Company's shares during the five trading
days following the Company's draw-down notice to Cornell Capital Partners, L.P..
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.

            We are not obligated to draw down on the SEDA facility, but
subsequent to the registration of our common stock to be issued under the SEDA,
and upon the satisfaction by us of normal conditions for this type of
transaction, we have the right to require Cornell Capital Partners, L.P. to
purchase our common shares under the SEDA, subject to the beneficial ownership
limitations described elsewhere in this note. The registration statement for the
shares issuable under the SEDA remains pending with the SEC. We cannot predict
when, if ever, that such registration statement will be declared effective.
Additionally, the number of shares of our common stock issuable to Cornell
Capital Partners, L.P. under the Standby Equity Distribution Agreement is
subject to a 9.9% cap on the beneficial ownership that Cornell Capital Partners,
L.P. 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). The shares owned by Highgate House Funds, Ltd., which is an affiliate of
Cornell Capital Partners, L.P., will be included in the calculation of this 9.9%
beneficial ownership limitation.
Accordingly, we may not be able to drawn down on the SEDA facility.

                                      -18-

<page>

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

       We currently have no material commitments for capital expenditures.

         Net cash flows used in operating activities for the nine months ended
September 30, 2005 was $624,968 as compared to $116,682 for the nine months
ended September 30, 2004. This change is primarily attributable to:

o        an increase in our net loss of $2,289,367,

o        an increase of $228,894 in non-cash stock based compensation, which
         includes $6,935 representing the increase in value of shares issued to
         other employees as compensation (inclusive of an increase of $44,500
         attributable to stock issued to our former CEO under the terms of his
         employment agreement), $146,850 representing the increase in value of
         shares issued to third-party consultants as compensation for services,
         and $75,109 from the amortization of deferred compensation,

o       an increase in other income of $23,401 which represents the write-off of
        accounts payable deemed forgiven, o $167,926 of loss from sale of
        marketable securities representing the decline in the market price of
        the Langley Park ordinary shares,

o        an increase of $1,283,065 on a loss from impairment of marketable
         securities,

o        an increase in amortization of discount on convertible debentures of
         $91,588,

o        a decrease of $188,451 in accounts receivable,

o        an increase of $25,530 in change in other current and non-current
         assets which relates to assets acquired in the Meeting Technologies
         transaction, o a decrease of $145,320 in accounts payable,

o        an increase in customer deposits of $33,330,

o        an decrease of $12,122 in deferred revenues, and,

o       a decrease of $6,882 in accrued expenses.

         We reported net cash flows provided by investing activities of $16,068
for the nine months ended September 30, 2005 as compared to net cash used in
investing activities of $279 for the nine months ended September 30, 2004, an
increase of $16,347. This increase is attributable to proceeds of $31,834 from
the sale of Langley Park ordinary shares offset by an increase in the purchase
of property and equipment of $15,096.

         Net cash flows provided by financing activities was $715,515 for the
nine months ended September 30, 2005 as compared to net cash provided by
financing activities of $83,299 for the nine months ended September 30, 2004, an
increase of $632,216. This change from the nine months ended September 30, 2004
to the nine months ended September 30, 2005 is primarily attributable to an
increase of $822,500 in proceeds from loans payable and debentures payable
offset by an increase in repayments to Ms. Ralston, our acting CFO and principal
shareholder of $37,284, repayments of loans payable of $93,000 and a decrease in
amounts received from the exercise of stock options of $60,000.

         We reported a net increase in cash for the nine months ended September
30, 2005 of $106,615 as compared to a net decrease in cash of $33,662 for the
nine months ended September 30, 2004. At September 30, 2005 we had cash on hand
of $113,660 and a working capital deficit of $1,736,212. During the nine months
ended September 30, 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 September 30,
2005, we had $27,448 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
$229,600 due on December 31, 2005 under an unsecured promissory note and
$1,229,600 principal amount of short-term debt and debentures payable which is
due to unrelated third parties in fiscal 2006. We do not presently have
sufficient capital available to us to satisfy these obligations, which includes
the $1,000,000 principal amount debentures we issued to Highgate House Funds
which are secured by all of our assets and a number of shares of our common
stock which would represent a majority of our issued and outstanding shares.




                                      -19-
<page>

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

         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 (61%),
we do not presently generate sufficient revenue to fund our operations. Our
limited financial resources have prevented us from aggressively advertising our
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.

         Our ability, however, to draw funds under the Standby Equity
Distribution Agreement is contingent upon a registration of the shares issuable
to Cornell Capital Partners under the agreement and the beneficial ownership
limitation, among other conditions. We filed a 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.

         We currently have working capital to sustain our core operations for
approximately four to six months, but these funds are not sufficient to satisfy
our short-term debt obligations in the aggregate amount of approximately
$1,460,000. While we previously believed that the proceeds from the debentures
would provide sufficient working capital to us until such time as we were able
to draw under the Standby Equity Distribution Agreement. Thereafter we believed
that the Standby Equity Distribution Agreement would provide access to
sufficient capital to provide funds for the repayment of this short-term debt
and debentures and our general working capital needs. However, as a result of
continuing comments from the staff of the SEC on the structure of the Standby
Equity Distributin Agreement, we cannot predict if the registration statement
described below will be declared effective in the foreseeable future. We have
begun conversations with a view towards restructuring the terms of the short
term debt due December 31, 2005 as well as the debentures. There are no
assurances that these dicussions will lead to any debt restructuring, in which
event we will be unable to pay these obligations as they become due.

         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. If we are unable to repay the 7% secured
convertible debentures when they become due during the second quarter of fiscal
2006, the debenture holder may foreclose on our assets and we would be unable to
continue our business and operations as they are currently conducted and we
could be required to cease operations. In addition, the foreclosure by the
debenture holder of the 250,000,000 pledged shares of our common stock could
result in a change of control of our company.

                                      -20-

<page>

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

Langley Park transaction

            At September 30, 2005, we hold 723,226 shares of Langley Park
Investments PLC, a United Kingdom Corporation (the "Investee") pursuant to a
stock-exchange agreement whereby we originally issued 47,500,000 of our 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). 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. At the time of issuance, we recorded the cost of the investment
at the market value of the shares exchanged of $2,398,751. 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
September 30, 2005, we hold 660,449 shares of the Investee in an escrow account
which may not be released without the Investee's permission until 2006. If the
average of the closing bid prices per share of our common stock during the 10
trading days immediately preceding July 30, 2006 ("Average Closing Bid Price")
is below $0.0505, the Investee will repurchase a proportion of its shares held
in escrow at a price of approximately $0.02 per share. The proportion to be
repurchased is computed using the difference between $.0505 and the Average
Closing Bid Price as the numerator and $.0505 as the denominator. Until these
shares are released from escrow, we account for the value attributable to such
shares as restricted investment in marketable securities and is presented as an
asset on the accompanying balance sheet. As of June 30, 2005, management
believed that the fair value of this investment was impaired and adjusted its
carrying value to approximately $12,000 as of June 30, 2005. The decrease in the
carrying and the fair value of these shares of $1,187,455 as of June 30, 2005
was recorded as a realized loss in its consolidated statement of operations.

            The remaining unrestricted Investee shares (59,777 shares) are
stated at market value based on the most recently traded price of these
securities at September 30, 2005 as a current asset. At June 30, 2005,
management believed that the fair value of this investment was impaired and
adjusted its carrying value to its fair value at June 30, 2005 of approximately
$13,000. The decrease in the carrying and the fair value of these shares of
$95,610 as of June 30, 2005 was recorded as a realized loss in its consolidated
statement of operations. These Investee shares are classified as a trading
security at September 30, 2005. As of September 30, 2005, unrealized gains and
losses, determined by the difference between adjusted historical purchase price
(after impairment) and the market value at each balance sheet date, are recorded
as an unrealized gain or loss on the accompanying statements of operations.
Realized gains and losses are determined by the difference between adjusted
purchase price (after impairment) and gross proceeds received when the
marketable securities are sold.

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.


                                      -21-

<page>

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

Critical Accounting Policies (continued)

         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" ("SFAS No. 123R").  SFAS 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 Company on January 1, 2006.  We
are in process of evaluating the impact of this pronouncement on our financial
position.

         In May 2005, FASB issued FASB Statement 154, "Accounting Changes and
Error Corrections -- a replacement of APB Opinion No. 20 and FASB Statement No.
3" (" SFAS 154"). SFAS 154 changes the requirements for the accounting for and
reporting of a change in accounting principle. The provisions of SFAS 154
require, unless impracticable, retrospective application to prior periods'
financial statements of (1) all voluntary changes in principles and (2) changes
required by a new accounting pronouncement, if a specific transition is not
provided. SFAS 154 also requires that a change in depreciation, amortization, or
depletion method for long-lived, non-financial assets be accounted for as a
change in accounting estimate, which requires prospective application of the new
method. SFAS 154 is effective for all accounting changes made in fiscal years
beginning after December 15, 2005.

         Management does not believe that any recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.


ITEM 3.  CONTROLS AND PROCEDURES

          Our President and acting Chief Financial Officer evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this report. Based on this
evaluation, the Company's President and acting Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were not
effective in providing reasonable assurance that the information required to be
disclosed in this report has been recorded, processed, summarized and reported
as of the end of the period covered by this report as a result of the
restatement described below.

         Other than as described herein, there have been no changes in our
internal controls or in other factors, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting except as described herein.



                                      -22-
<page>


         On November 16, 2005,the Company determined that we would restate our
consolidated balance sheet, statement of operations, and statements of cash flow
as of and for the interim period ended June 30, 2005 to correct the carrying
value of our restricted and unrestricted investment in marketable securities.
Previously, we had presented our restricted and unrestricted investment in
marketable securities at a value of $155,983. As a result of a normal review of
our financial statements by the staff of the Securities and Exchange Commission,
and after considering the length of time and the extent to which the market
value of the restricted investment has been held less than its costs and other
factors, we have determined that the fair value of the restricted and
unrestricted investment amounted to $24,866 as of June 30, 2005. Consequently,
in our Form 10-QSB/A for the period ended June 30, 2005 as filed with the SEC on
November 21, 2005, we restated our interim financial statements as of June 30,
2005 and for the interim period then ended. The change in carrying value of the
Company's restricted and restricted investment in marketable securities had the
effect, after the reclassification of restricted investments to assets, of
increasing our assets by $11,920 and decreasing the stockholders' deficit by
$11,920 as of June 30, 2005. The change in carrying value of our restricted and
unrestricted investment in marketable securities also had the effect of
increasing our net loss by $1,283,065 for the three-month and the six-month
period ended June 30, 2005, increasing our comprehensive loss by $166,219 for
the three-month and the six-month periods ended June 30, 2005, and increasing
our loss per share by $.01 for the three-month and six-month periods ended June
30, 2005. The change in carrying value of our restricted investment in
marketable securities does not have any net impact on the Company's consolidated
statement of cash flows for the interim periods ended June 30, 2005

            As a result of the restatement of our consolidated balance sheets,
statement of operations, and statements of cash flow, we determined that there
was a material weakness in our internal control over financial reporting as of
June 30, 2005 related to the presentation of the restricted investment in
marketable securities as an asset and the carrying value of this restricted
investment in marketable securities. The transaction which led to the Company's
acquisition of marketable securities was a one-time transaction and management
of the Company does not anticipate that the Company will enter into similar
transactions in future periods. Because the Company corrected the presentation
of the restricted investment in marketable securities as an asset and reduced
the carrying value of this restricted investment in marketable securities and
recognized the related charge to earnings, as a result of the non-recurring
nature of the underlying transaction, the Company believes that it corrected
this material weakness.



                           PART II - OTHER INFORMATION


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

         On August 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 1,250,000,000 shares to 2,500,000,000 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.

Item 6.  Exhibits

31.1     Rule 13a-14(a)/15d-14(a) certification of President
31.2     Rule 13a-14(a)/15d-14(a) certificate of acting Chief Financial Officer
32.1     Section 1350 certification of President
32.2     Section 1350 certification of acting Chief Financial Officer





                                      -23-
<page>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused his report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     DirectView, Inc.

                             By: /s/Jeffrey Robbins
November 21, 2005                   Jeffrey Robbins
                                    President, principal executive officer

                             By: /s/ Michele Ralston
                                Michele Ralston, acting Chief Financial Officer











                                      -24-


<PAGE>