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

                                  Form 10-QSB/A
                                 Amendment No. 1

                                   (Mark One)

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934
            For the quarterly report ended June 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)(Zip Code)

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


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

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 August 10, 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>




                   EXPLANATORY NOTE REGARDING AMENDMENT NO. 1

We are amending this Form 10-QSB for the three months ended June 30, 2005 to
restate our unaudited financials statements at June 30, 2005 and for the three
and six months ended June 30, 2005. We determined that the restricted investment
in marketable securities should have been classified as an asset. Additionally,
we determined that the value of the restricted investment in marketable
securities was impaired at that date and that its carrying value should be
reduced. Please see Note 2 Restatement contained in the Notes to Consolidated
Financial Statements (Unaudited) appearing later in this Form 10-QSB/A which
further describes the effect of this restatement.

The Items of this Form 10-QSB/A for the three months ended June 30, 2005 which
are amended and restated are as follows: Part I Financial Information, Item 1
Financial Statements, Consolidated Balance Sheet as of June 30, 2005
(Unaudited), Statement of Operations for the three-month and six-months period
ended June 30, 2005 (Unaudited), Statement of Cash Flows for the six-month
period ended June 30, 2005 (Unaudited), and Notes to Consolidated Financial
Statements as of June 30, 2005 (Unaudited), Part 2. Management's Discussion and
Analysis or Plan of Operations, and Part 3. Controls and Procedures. Further,
Part II Other Information, Item 6. Exhibits of this 10-QSB/A includes currently
dated certificates from the Company's President and acting Chief Financial
Officer in Exhibits 31.1, 31.2, 32.1 and 32.2.

The remaining Items contained in this Form 10-QSB/A consist of all other Items
originally contained in our Form 10-QSB for the three months ended June 30, 2005
as filed on August 17, 2005. This Form 10-QSB/A does not reflect events
occurring after the filing of the original Form 10-QSB, nor modify or update
those disclosures in any way other than as required to reflect the effects of
the restatement.

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 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 JUNE 30, 2005

                                      INDEX

                                                                           Page
PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements

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

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

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

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

PART II - OTHER INFORMATION

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

         Item 6 - Exhibits....................................................20

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



                                       -2-


<PAGE>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2005
                           (As Restated - See Note 2)
                                   (Unaudited)

<table>
<caption>
                                              ASSETS


                                                                                             <c>
CURRENT ASSETS:
    Cash                                                                                                   $     279,344
    Marketable Securities, at market                                                                              12,946
    Accounts Receivable (Net of Allowance for Doubtful Accounts of $87,000)                                       69,606
    Other Current Assets                                                                                           5,674
                                                                                                      -------------------

        Total Current Assets                                                                                     367,570

PROPERTY AND EQUIPMENT - Net                                                                                       2,331
RESTRICTED INVESTMENT IN MARKETABLE SECURITIES                                                                    11,920
DEFERRED OFFERING COSTS                                                                                          180,000
INTANGIBLES ASSET (Net of Accumulated Amortization of $13,654)                                                    17,067
OTHER ASSETS                                                                                                      10,301
                                                                                                      -------------------

        Total Assets                                                                                       $     589,189
                                                                                                      ===================


                               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Loans Payable                                                                                          $     229,600
    Convertible Debentures Payable, net                                                                          841,786
    Accounts Payable                                                                                             457,300
    Accrued Expenses                                                                                              47,060
    Deferred Revenue                                                                                              23,569
    Due to Shareholder                                                                                           304,924
                                                                                                      -------------------

        Total Current Liabilities                                                                              1,904,239

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

        Total Liabilities                                                                                      1,915,229
                                                                                                      -------------------

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                                                                                      (10,601,615)
                                                                                                      -------------------

        Total Stockholders' Deficit                                                                           (1,326,040)
                                                                                                      -------------------

        Total Liabilities and Stockholders' Deficit                                                        $     589,189
                                                                                                      ===================

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

                                       -3-



<page>
                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           (As Restated - See Note 2)

<table>
<caption>

                                                       For the Three Months Ended                 For the Six Months Ended
                                                                June 30,                                   June 30,
                                                  --------------------------------------------------------------------------------
                                                         2005                  2004                  2005                2004
                                                  -------------------- ------------------    -----------------   ------------------
                                                     (Unaudited)            (Unaudited)           (Unaudited)          (Unaudited)


                                               <c>                      <c>               <c>                 <c>
NET SALES                                              $      95,222        $   247,787         $    322,931         $    392,189

COST OF SALES                                                 92,651             71,828              263,062              112,592
                                                  -------------------- ------------------    -----------------   ------------------

GROSS PROFIT                                                   2,571            175,959               59,869              279,597
                                                  -------------------- ------------------    -----------------   ------------------

OPERATING EXPENSES:
    Depreciation and Amortization                              2,699              2,620                5,329                3,512
    Professional Fees                                         26,988             22,680               52,876               29,700
    Rent                                                      20,104             13,333               38,158               15,440
    Compensation                                             199,274             43,630              305,670               89,791
    Stock-Based Compensation                                       -                  -              110,900                    -
    Stock-Based Consulting                                    30,042             36,897              221,959               36,897
    Other Selling, General and Administrative                200,006             77,883              295,444              160,023
                                                  -------------------- ------------------    -----------------   ------------------

        Total Operating Expenses                             479,113            197,043            1,030,336              335,363
                                                  -------------------- ------------------    -----------------   ------------------

LOSS FROM OPERATIONS                                        (476,542)           (21,084)            (970,467)             (55,766)
                                                  -------------------- ------------------    -----------------   ------------------

OTHER INCOME (EXPENSES):
     Other income                                                  -                  -               18,863                    -
     Loss from Sale of Marketable Securities                       -                  -             (167,926)                   -
     Loss from impairment of marketable securities        (1,283,065)                 -           (1,283,065)                   -
     Interest  Income                                            276                  -                  276                    -
     Interest Expense                                        (44,042)            (1,929)             (48,921)              (3,705)
                                                  -------------------- ------------------    -----------------   ------------------

        Total Other Income (Expenses)                     (1,326,831)            (1,929)          (1,480,773)              (3,705)
                                                  -------------------- ------------------    -----------------   ------------------

NET LOSS                                                  (1,803,373)           (23,013)          (2,451,240)             (59,471)

OTHER COMPREHENSIVE GAIN:
   Reversal of Previous Unrealized
   Losses on Marketable Securites                          1,113,031                  -            1,282,950                    -
                                                  -------------------- ------------------    -----------------   ------------------

COMPREHENSIVE LOSS                                     $    (690,342)       $   (23,013)        $ (1,168,290)        $     (59,471)
                                                  =================== ===================    =================   ==================

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


WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING - Basic and Diluted                      288,474,376        212,840,888          281,564,388          212,202,253
                                                  =================== ===================    =================   ==================

</table>






     See accompanying notes to unaudited consolidated financial statements.

                                       -4-


<page>

                        DIRECTVIEW, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (As Restated - See Note 2)

<table>
<caption>


                                                                     For the Six Months Ended
                                                                             June 30,
                                                                    ----------------------------
                                                                        2005           2004
                                                                    -------------  -------------
                                                                    (Unaudited)    (Unaudited)

                                                               <c>             <c>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                        $ (2,451,240)    $  (59,471)
    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:
           Depreciation and amortization                                   5,329          3,512
           Stock-based compensation                                      332,859         36,897
           Other income                                                  (18,863)             -
           Amortization of discount on loan payables                      41,627              -
           Loss from sale of marketable securities                       167,926              -
           Loss from impairment of marketable securities               1,283,065              -

           (Increase) Decrease in:
             Accounts receivable                                         159,398       (210,788)
             Other current assets                                         (4,204)             -
             Other assets                                                      -         (8,801)

           Increase (Decrease) in:
              Accounts payable                                             2,739        145,259
              Accrued expenses                                           (19,160)        (4,724)
              Deferred revenue                                            (2,900)             -
                                                                    -------------  -------------

Net Cash Flows Used in Operating Activities                             (503,424)       (98,116)
                                                                    -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                                   (1,000)          (670)
     Proceeds from sale of marketable securities                          31,834              -
     Cash from acquisition                                                     -            391
                                                                    -------------  -------------

Net Cash Flows Provided by (Used in) Investing Activities                 30,834           (279)
                                                                    -------------  -------------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of stock options                                   -         60,000
     Proceeds from loans payable                                         875,000         45,000
     Payments on loans payable                                           (93,000)             -
     Payments on advances from shareholder                               (37,111)       (17,681)
                                                                    -------------  -------------

Net Cash Flows Provided by Financing Activities                          744,889         87,319
                                                                    -------------  -------------

Net Increase (Decrease) in Cash                                          272,299        (11,076)

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

Cash - End of Period                                                $    279,344     $   27,752
                                                                    =============  =============

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 deferred debt issuance costs                $    180,000     $        -
                                                                    =============  =============
Garnt 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
                                  JUNE 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 filed with the
Securities and Exchange Commission (the "Commission"). The results of operations
for the six months ended June 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
                                  JUNE 30, 2005

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


Marketable equity securities

At June 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 June 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.
Management believes that the fair value of this investment is impaired and has
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 has been recorded as a realized loss in its consolidated statement
of operations.

The remaining Investee shares (59,777 shares) are stated at market value based
on the most recently traded price of these securities at June 30, 2005 as a
current asset. Management believes that the fair value of this investment is
impaired and has 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 has been recorded as a realized loss
in its consolidated statement of operations. These Investee shares are
classified as available for sale at June 30, 2005. As of June 30, 2005,
accumulated 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 a component of Accumulated Other
Comprehensive loss in Shareholders' Deficit. 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 June 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
                                  JUNE 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" ("FAS No. 123R"). FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees. FAS
No. 123R is effective for the first fiscal year beginning after December 15,
2005. The Company is in process of evaluating the impact of this pronouncement
on its financial position.

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

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

NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS

As a result of a review of its financial statements by the staff of the
Securities and Exchange Commission, and after reviewing certain accounting
principles we have applied in previously issued financial statements, management
has determined that the Company's restricted investment in marketable securities
should have been classified as an asset. Previously, the Company presented its
restricted investment in marketable securities as an element of the
stockholders' deficit. Consequently, management is restating its interim
financial statements as of June 30, 2005 and for the interim period then ended.
The change in presentation of the Company's restricted investment in marketable
securities has the effect of increasing the assets by $11,920 and decreasing the
stockholders' deficit by $11,920 as of June 30, 2005. This change in
presentation of the Company's restricted investment in marketable securities did
not have any impact on the Company's consolidated statement of operations,
earnings per share, and consolidated statement of cash flows for the interim
periods ended June 30, 2005.

Additionally, management has determined, on November 16, 2005, that the fair
value of the Company's restricted investment in marketable securities was
impaired at June 30, 2005 and that its carrying amount should be reduced
accordingly. Previously, the Company had presented its restricted and
unrestricted investment in marketable securities at a value of $155,983. After
considering the length of time and the extent to which the market value of the
restricted investment has been less than its costs and other factors, the
Company has determined that the fair value of the restricted and unrestricted
investment amounted to $24,866 as of June 30, 2005. Consequently, management is
restating its interim financial statements as of June 30, 2005 and for the
interim period then ended.



                                       -8-

<page>

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


NOTE 2 - RESTATEMENT OF FINANCIAL STATEMENTS (continued)

The change in carrying value of the Company's restricted and restricted
investment in marketable securities has the effect, after the reclassification
of restricted investments to assets, of increasing its assets by $11,920 and
decreasing the stockholders' deficit by $11,920 as of June 30, 2005. The change
in carrying value of the Company's restricted and unrestricted investment in
marketable securities also has the effect of increasing its net loss by
$1,283,065 for the three-month and the six-month period ended June 30, 2005,
increasing its comprehensive loss by $166,219 for the three-month and the
six-month periods ended June 30, 2005, and increasing its loss per share by $.01
for the three-month and six-month periods ended June 30, 2005. The change in
carrying value of the Company's 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.

NOTE 3 - LOANS PAYABLE

As of June 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 June 30, 2005, loans payable to these entities or individual
amounted to $229,600. As of June 30, 2005, accrued interest payable on the loans
amounted to $14,853 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
                                                ==============


NOTE 4 - 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.


                                       -9-

<page>


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


NOTE 4 - CONVERTIBLE DEBENTURES PAYABLE (continued)

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 a
redemption price of 120% of the amount redeemed, plus accrued interest. If the
Company should default under the terms of the 7% secured convertible debentures,
at the option of the holder the interest is payable in shares of 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.

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 six months ended June 30, 2005
was $41,627 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.


                                      -10-

<page>

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

NOTE 4 - CONVERTIBLE DEBENTURES PAYABLE (continued)

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-affiliates, or any transaction which is approved by our disinterested
       directors.

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

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


Convertible debentures payable                       $     1,000,000
Less: unamortized discount on debentures                    (158,214)
                                                      ---------------

Convertible debentures, net                          $       841,786
                                                      ===============

NOTE 5 - 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.


                                      -11-

<page>

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


NOTE 5 - STANDBY EQUITY DISTRIBUTION AGREEMENT (continued)

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 June 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.

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 6 - LOAN PAYABLE - RELATED PARTY

As of June 30, 2005, the Company has outstanding loans payable due to an
officer/director/principal stockholder of the Company of $304,924. This amount
is non-interest bearing and is due upon demand.



                                      -12-
<page>

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


NOTE 7 -  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 six months ended June 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.

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 June 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.


                                      -13-
<page>

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

NOTE 7 -  STOCKHOLDERS' DEFICIT (continued)

Common Stock (continued)

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.

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 six months ended June 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 June 30, 2005              4,000,000            $     0.001
                                               ==========        ==============

The following table summarizes the Company's stock warrants outstanding at June
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 8 - GOING CONCERN CONSIDERATIONS

As reflected in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $10,601,615 and a working capital deficit of
$1,536,669 at June 30, 2005, net losses in six months ended June 30, 2005 of
$2,451,240 and cash used in operations during the six months ended June 30, 2005
of $503,424. 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>


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


NOTE 9 - SUBSEQUENT EVENTS

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.


                                      -15-

<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
six months ended June 30, 2004 include the results of Meeting Technologies, Inc.
from the date of acquisition of February 23, 2004. Pro forma results were not
material.

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

Results of Operations

Six months ended June 30, 2005 compared to six months ended June 30, 2004

         Net sales for six months ended June 30, 2005 were $322,931 as compared
to net sales of $ 392,189 for six months ended June 30, 2004, a decrease of
$69,258 or approximately 17.7%. For the six months ended June 30, 2005, sales of
teleconferencing equipment and accessories accounted for approximately 88% of
our revenues as compared to 89% for the six months ended June 30, 2004. Although
we had an average of five sales persons during the six months ended June 30,
2005 as compared to 2.5 sales persons during the six months ended June 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 during the six months ended June
30, 2005. Additionally, during the six months ended June 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 81.5% of net sales for the six
months ended June 30, 2005 as compared to approximately 28.7 % for the
comparable six 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.


                                      -16-
<page>

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

Results of Operations (continued)

         Total operating expenses for six months ended June 30, 2005 were
$1,030,336, an increase of $694,973, or approximately 207.2%, from total
operating expenses in six months ended June 30, 2004 of $335,363. This increase
is primarily attributable to:

         ? an increase of $1,817, or approximately 51.7%, in depreciation and
amortization resulting from the amortization of an intangible asset, a customer
list, acquired in the acquisition of Meeting Technologies;

         ? an increase of $23,176, or approximately 78%, in professional expense
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 $22,718, or approximately 147%, 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 $215,879, or approximately 240.4%, in compensation
expense which is primarily the result of hiring of additional sales and
administrative staff and payment of increased commissions during six months
ended June 30, 2005. During the six months ended June 30 2005, we had an average
of 10 employees compared to 4.67 during the six months ended June 30, 2004.
Additionally, we paid compensation to our former CEO for the entire six months
period versus four month in fiscal 2004 as a result of his hiring in February
2004 an increase of $10,500. During the six months ended June 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 $295,962, or 802%, in stock-based compensation to
$332,859 for the six months ended June 30, 2005 as compared to $36,897 for the
six months ended June 30, 2004. This increase is a result of an increase in
stock issuances to employees and officers aggregating $110,900 as compensation
for services and an increase in stock issuance to consultants and amortization
of deferred compensation aggregating $185,062. During the six months ended June
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.

o        an increase of $135,421, or approximately 84.6%, in other selling,
general and administrative expenses as  summarized below:


                                                Six Months Ended June 30,
                                              2005                      2004
                                         -------------          --------------

   Advertising and promotion              $   18,543             $     10,289
   Auto expense                               18,452                    7,018
   Health insurance                           16,296                   11,796
   Bad debt                                   19,000                        -
   Payroll taxes                              17,005                    7,336
   Settlement expense                         80,705                        -
   Telephone and communications               28,812                   23,626
   Travel and entertainment                   30,789                   22,964
   Other                                      65,842                   76,994
                                         -------------          --------------

                                           $ 295,444              $   160,023
                                         =============          ==============


                                      -17-
<page>



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

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

1) We increased our advertising expense by $8,254 or 80% in order to try to
increase public awareness of our company and our  brand.

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

3) We incurred increased health insurance costs due to an increase in the number
of employees.

4) We recorded an increase in bad debt expense related to uncollectible
third-party receivables.

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

6) In 2005, we recorded settlement expense $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.

7) We had a $5,186 increase in telephone and communication costs due to the
opening of our Texas office.

8) Travel and entertainment expenses increased $7,825 due to increased
sales-related travel.

9) Other selling, general and administrative expenses, which includes postage,
general insurance, and office supplies and expenses  decreased by $11,152 due
to cost cutting measures.

We reported a loss from operations of $970,467 for six months ended June 30,
2005 as compared to a loss from operations of $55,766 for six months ended June
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 $1,477,068, or approximately 39,867%, for
six months ended June 30, 2005 as compared to six months ended June 30, 2004.
Included in this net increase is:

         *        $18,863 of other income for the six months ended June 30, 2005
                  which was attributable to the reduction of accounts payable
                  over four years old that management has deemed forgiven;
         *        an increase of $45,216, or approximately 1,220%, in interest
                  expense for the six months ended June 30, 2005 as compared to
                  six months ended June 30, 2004 which reflects an increase in
                  our borrowings since the first quarter of fiscal 2004;
        *         an increase of $1,283,065 in loss from impairment of
                  marketable securities due to a other-than-temporary decline
                  in the market value of our marketable securities; and
         *        an increase of $167,926 on the loss from sale of marketable
                  securities which relates to the decline in the market value of
                  the Langley Park ordinary shares as described below.

         We reported a net loss of $2,451,240 for the six months ended June 30,
2005 as compared to a net loss of $59,471 for the six months ended June 30,
2004. For the six months ended June 30, 2005 we reported an other comprehensive
gain of $1,282,950 which represents a decrease in unrealized loss on marketable
securities resulting from the Langley Park transaction described below. We did
not have a comparable loss for the six months ended June 30, 2004. As a result
of the foregoing, our comprehensive loss for the six months ended June 30, 2005
was $1,168,290 as compared to a comprehensive loss of $59,471 for the six months
ended June 30, 2004.

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.

                                      -18-

<page>

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

         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.

       We currently have no material commitments for capital expenditures.




                                      -19-

<page>

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

         Net cash flows used in operating activities for the six months ended
June 30, 2005 was $503,424 as compared to $98,116 for the six months ended June
30, 2004. This change is primarily attributable to:

        *   an increase in our net loss of $2,391,769,

        *   an increase of $295,962 in non-cash stock based compensation
            recorded during the six months ended June 30, 2005, which includes
            $110,900 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), $124,975 representing the increase in
            value of shares issued to third-party consultants as compensation
            for services, and $60,087 from the amortization of deferred
            compensation,

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

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

        *   a decrease of $370,186 in accounts receivable,

        * An increase in our loss from impairment of marketable securities
of $1,283,065,

        * a decrease of $4,597 in change in other assets which relates to
assets acquired in the Meeting Technologies transaction,


        * an increase of $142,520 in accounts payable, and

        * a decrease of $14,436 in accrued expenses.

         We reported net cash flows provided by investing activities of $30,834
for the six months ended June 30, 2005 as compared to net cash used in investing
activities of $279 for the six months ended June 30, 2004, an increase of
$31,113. This increase is attributable to proceeds of $31,834 from the sale of
Langley Park ordinary shares.

         Net cash flows provided by financing activities was $744,889 for the
six months ended June 30, 2005 as compared to net cash provided by financing
activities of $87,319 for the six months ended June 30, 2004, an increase of
657,570. This change from the six months ended June 30, 2004 to the six months
ended June 30, 2005 is primarily attributable to an increase of $830,000 in
proceeds from loans payable and debentures payable offset by an increase in
repayments to Ms. Ralston, our acting CFO and principal shareholder of $19,430,
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 six months ended June 30,
2005 of $272,299 as compared to a net decrease in cash of $11,076 for the six
months ended June 30, 2004. At June 30, 2005 we had cash on hand of $279,344 and
a working capital deficit of $1,536,669. During the six months ended June 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 June 30, 2005, we had $12,946 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 $1,229,600
principal amount of short-term debt and debentures payable which is due to
unrelated third parties in fiscal 2006.

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. We
currently have cash to last us until around December 31, 2005. 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.

                                      -20-
<page>

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

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

         Our ability, however, to draw funds under the Standby Equity
Distribution Agreement is contingent 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.

         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.

Langley Park transaction

At June 30, 2005, we hold 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 June 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.
Management believes that the fair value of this investment is impaired and has
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 has been recorded as a realized loss in its consolidated statement
of operations.



                                      -21-
<page>

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

The remaining Investee shares (59,777 shares) are stated at market value based
on the most recently traded price of these securities at June 30, 2005 as a
current asset. Management believes that the fair value of this investment is
impaired and has 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 has been recorded as a realized loss
in its consolidated statement of operations. These Investee shares are
classified as available for sale at June 30, 2005. As of June 30, 2005,
accumulated 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 a component of Accumulated Other
Comprehensive loss in Shareholders' Deficit. 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.
During the six months ended June 30, 2005, we generated proceeds of $31,834
through the sale of a portion of the Langley Park ordinary shares we received in
this transaction. We entered into this transaction in order to provide capital
to finance our operations and meet our working capital requirements.

Critical Accounting Policies

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

Revenue Recognition - We follow the guidance of the Securities and Exchange
Commission's Staff Accounting Bulletin 104 for revenue recognition. In general,
we record revenue when persuasive evidence of an arrangement exists, services
have been rendered or product delivery has occurred, the sales price to the
customer is fixed or determinable, and collectibility is reasonably assured. The
following policies reflect specific criteria for the various revenues streams of
the Company:

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

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

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

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

Recent Accounting Pronouncements

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


                                      -22-
<page>

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.

         On November 16, 2005, the Company determined that it was restating its
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 its restricted and unrestricted investment in marketable securities.
Previously, the Company had presented its restricted and unrestricted investment
in marketable securities at a value of $155,983. As a result of a normal review
of its 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, the Company has determined that the fair value of the restricted
and unrestricted investment amounted to $24,866 as of June 30, 2005.
Consequently, in this Form 10-QSB/A the Company is restating its 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 its assets by $11,920 and
decreasing the stockholders' deficit by $11,920 as of June 30, 2005. The change
in carrying value of the Company's restricted and unrestricted investment in
marketable securities also had the effect of increasing its net loss by
$1,283,065 for the three-month and the six-month period ended June 30, 2005,
increasing its comprehensive loss by $166,219 for the three-month and the
six-month periods ended June 30, 2005, and increasing its loss per share by $.01
for the three-month and six-month periods ended June 30, 2005. The change in
carrying value of the Company's 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 its consolidated balance sheets,
statement of operations, and statements of cash flow, the Company determined
that there was a material weakness in its 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 assets
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     Certification of the President pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002
31.2     Certification of the Chief Financial Officer pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002
32.1     Certification of President Certification pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002
32.2     Certification of Chief Financial Officer Certification pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002


                                      -23-
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