AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2006

                           Registration No. 333-115749


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933



                                DIRECTVIEW, INC.
            (Exact name of registration as specified in its charter)



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


                        7700 West Camino Real, Suite 200
                            Boca Raton, Florida 33433
                                 (561) 750-9777
          (Address and Telephone Number of Principal Executive Offices)


                                DIRECTVIEW, INC.
                    2004 STOCK COMPENSATION PLAN (AS AMENDED)
                            (Full Title of the Plan)

                                    Copy to:

                                 Jeffrey Robbins
                                    President
                                DirectView, Inc.
                        7700 West Camino Real, Suite 200
                              Boca Raton, FL 33433
                                 (561) 750-9777

<PAGE>



                         CALCULATION OF REGISTRATION FEE
<table>
<caption>
                                                Proposed     Proposed
                                                 maximum      maximum
                                                 offering     aggregate      Amount of
  Title of securities        Amount to be        price per    offering     registration
   to be registered           registered           share       price           fee
------------------------  ------------------     ---------   ----------   ---------------
<s>                       <c>                   <c>          <c>          <c>
Common Stock, $.0001
par value per share (1)       20,000,000         $ 0.003     $60,000.00      $6.42

</table>



(1)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act, and is calculated upon the average of the bid and asked
         price of the securities on the Over-the-Counter-Bulletin Board on
         February 10, 2005.


         Pursuant to Rule 416, there are also being registered such additional
number of shares of common stock as may be issuable as a result of the
anti-dilution provisions of the options and warrants.




<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          This registration statement relates to separate prospectuses.

         Items 1 and 2 of this Part I, and the documents incorporated herein by
reference pursuant to Item 3 of Part II of this Form S-8, constitute the
prospectus relating to issuances to our employees, consultants and others of up
to 20,000,000 shares of common stock pursuant to our 2004 Stock Compensation
Plan, as Amended (the "Plan"). Pursuant to the requirements of Form S-8 and Rule
428, we will deliver or cause to be delivered to Plan participants any required
information as specified by Rule 428(b)(1). The second prospectus, referred to
as the reoffer prospectus, relates to the reoffer or resale of any shares that
are deemed to be control securities or restricted securities under the
Securities Act of 1933.

                                   PROSPECTUS

ITEM 1.  PLAN INFORMATION

         We established the Plan effective May 1, 2004, to provide us with
flexibility and to conserve our cash resources in compensating certain of our
technical, administrative and professional employees and consultants. The
issuance of shares under the Plan is restricted to persons and firms who are
closely-related to us and who provide services in connection with the
development and production of our products and services or otherwise in
connection with our business. The initial Plan authorized us to issue up to
20,000,000 shares of our common stock. Shares must be issued only for bona fide
services. Shares are awarded under the Plan pursuant to individually negotiated
compensation contracts or commitments as determined and/or approved by the Board
of Directors or compensation committee. The eligible participants include
directors, officers, employees and non-employee consultants and advisors. There
is no limit as to the number of shares that may be awarded under the Plan to a
single participant. On February 10, 2006, our Board of Directors increased the
number of shares available for issuance under the Plan by 20,000,000 shares up
to 40,000,000. We anticipate that a substantial portion of the shares to be
issued under the Plan will be issued as compensation to our employees,
directors, technical consultants and advisors who provide services in the
development and promotion of our various products and servicing and assisting
the Company in developing our internal infrastructure, our strategic planning,
and our acquisition and strategic alliance program.

         The Plan does not require restrictions on the transferability of shares
issued thereunder. However, such shares may be restricted as a condition to
their issuance where the Board of Directors deems such restrictions appropriate.
The Plan is not subject to the Employee Retirement Income Securities Act of 1974
("ERISA"). Restricted shares awarded under the Plan are intended to be fully
taxable to the recipient as earned income.

ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         We will provide without charge, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. These documents are incorporated by reference in the Section 10(a)
prospectus. We will also provide without charge, upon written or oral request,
all other documents required to be delivered to recipients pursuant to Rule
428(b). Any and all such requests shall be directed to the Company at its
principal office at 7700 West Camino Real, Suite 200, Boca Raton, Florida 33433,
attention: Chief Executive Officer.



<PAGE>


         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the Plan shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof.

Our principal offices are located at:

                        7700 West Camino Real, Suite 200
                            Boca Raton, Florida 33433
                            Telephone (561) 750-9777.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.



<PAGE>


                               REOFFER PROSPECTUS

                                DIRECTVIEW, INC.

                        20,000,000 SHARES OF COMMON STOCK
                               ($.0001 PAR VALUE)

         This prospectus forms a part of a registration statement, which
registers an aggregate of 20,000,000 shares of common stock issued or issuable
from time-to-time under the DirectView, Inc. 2004 Stock Compensation Plan, as
Amended.

         DirectView, Inc. is referred to in this prospectus as "DirectView," the
"Company," "we," "us" or "our." The 20,000,000 shares covered by this prospectus
are referred to as the "shares." Persons who are issued shares are sometimes
referred to as the "selling security holders."

         This prospectus also covers the resale of shares by persons who are our
"affiliates" within the meaning of federal securities laws. Affiliated selling
security holders may sell all or a portion of the shares from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock.

            We will not receive any proceeds from sales of shares by selling
security holders.

            These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

            This prospectus does not constitute an offer to sell securities in
any state to any person to whom it is unlawful to make such offer in such state.









                The date of this prospectus is February 14, 2006.


<PAGE>


                              AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 100 F Street, N.E.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

     - Annual Report on Form 10-KSB for the Year ended December 31, 2004.

     - Quarterly Report on Form 10-QSB for the Quarter ended March 31, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended June 30, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended September 30, 2005.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, DirectView, Inc., 7700 West
Camino Real, Suite 200, Boca Raton, Florida 33433.



<PAGE>


                                   THE COMPANY

INTRODUCTION

         We are a full-service provider of video conferencing services and
products. Our services include multipoint video conferencing, network
integration services, custom room design, staffing, document conferencing and
IP/web conferencing services. We offer our customers the convenience of
single-vendor sourcing for most aspects of their communications needs. We
distribute videoconference products and peripherals to organizations such as
professional service firms, investment banks, high tech companies, law firms,
state and local government agencies, investor relations firms, and other
domestic and multi-national companies.

         Video conferencing as a medium for business communications has provided
new opportunities to streamline complex business processes and to conduct
transactions more efficiently. As a result, sophisticated audio or video-enabled
interactive communications have become increasingly necessary as companies seek
to become more efficient and effective. We seek to employ the technical
knowledge of our management team to provide our clients with dynamic,
cost-effective solutions for a wide range of applications suitable for a variety
of industries. We have installation and integration experience with expertise in
one-on-one or large, multi-sided group meetings, and we currently have
installations ranging from very simple configurations to highly customized rooms
with multiple cameras, document presentation stands, recording devices,
scanners, and printers. We have provided services to clients including The New
York City Police Department, BellSouth, Burger King, Coca Cola, Tropicana, The
New York City Housing Authority, The New York Taxi and Limousine Commission, The
International Longshoremen's Association, The United States Courts, and the
Central Intelligence Agency.


             RISK FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS

         An investment in our common stock involves a significant degree of
risk. Among the risks associated with an investment in our common stock, and
among the factors that could cause our results of operations to differ
materially from that which we anticipate, are the following:

WE WILL REQUIRE ADDITIONAL CAPITAL TO PAY OUR OPERATION EXPENSES, GROW THROUGH
ACQUISITIONS AND OTHERWISE IMPLEMENT OUR BUSINESS PLAN. OUR AUDITORS HAVE
EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         While we have commenced generating revenues from operations, our
revenues are not sufficient to enable us to meet our operating expenses, expand
through the acquisition of other businesses, discharge current indebtedness and
otherwise implement our business plan. In the event we are unable to generate
sufficient revenues from operations for these purposes which is unlikely, we
will require additional capital. We have no commitments from any person to
provide us with additional capital and there is no assurance that additional
capital will be available to us on favorable terms or at all. In the event we
are unable to secure additional capital when required, we may be forced to
curtail, or possibly cease operations.

         Our consolidated financial statements, which are incorporated by
reference, are prepared assuming we will continue as a going concern. As noted
above, for the years ended December 31, 2004 and 2003, we incurred substantial
losses from operations, and negative cash flows from operations. While we are
attempting to increase sales, growth has not been significant enough to support
daily operations. There is no assurance that we will continue as a going
concern.

WE HAVE AN ACCUMULATED DEFICIT, AND WE ANTICIPATE CONTINUING LOSSES THAT WILL
RESULT IN SIGNIFICANT LIQUIDITY AND CASH FLOW PROBLEMS.

         We have incurred losses since our inception, and have an accumulated
deficit of approximately $10 million as of September 30, 2005. Our operations
have been financed primarily through the issuance of equity and debt. For the
years ended December 31, 2004 and 2003, we had comprehensive losses of
approximately $2,460,000 and approximately $6,000,000, respectively, and for the
year ended December 31, 2004, cash used in operations was approximately
$263,000. For the nine months ended September 30, 2005 (unaudited), we had a
comprehensive loss of $1,353,828 and cash used in operations of $624,968. Our
continued existence, however, is dependent upon, among other things, our ability
to raise capital and to market and sell our products and services successfully.
The financial statements do not include any adjustments to reflect future
adverse effects on the recoverability and classification of assets or amounts
and classification of liabilities that may result if we are not successful.

OUR AUDITORS HAVE EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN. IF WE WERE FORCED TO CEASE OUR BUSINESS AND OPERATIONS, YOU WOULD LOSE
YOUR INVESTMENT IN OUR COMPANY.

         Our revenues are not sufficient to enable us to meet our operating
expenses and otherwise implement our business plan. At September 30, 2005 we had
an accumulated deficit of $10,787,153 and the report of our independent
registered public accounting firm on our financial statements for the year ended
December 31, 2004 contains an explanatory paragraph raising doubt as to our
ability to continue as a going concern. Our consolidated financial statements
are prepared assuming we will continue as a going concern. While we are
attempting to increase sales, growth has not been significant enough to support
daily operations, there is no assurance that we will continue as a going
concern. If we are unable to continue as a going concern and were forced to
cease operations, it is likely that our stockholders would lose their investment
in our company.

OUR PRIMARY ASSETS AND A PLEDGE OF 250,000,000 SHARES OF OUR COMMON STOCK SERVE
AS COLLATERAL UNDER OUR 7% SECURED CONVERTIBLE DEBENTURES. IF WE SHOULD DEFAULT
ON THESE OBLIGATIONS, THE HOLDER COULD FORECLOSE ON THESE ASSETS AND WE WOULD BE
UNABLE TO CONTINUE OUR BUSINESS AND OPERATIONS.

         We have granted Highgate House Funds, Ltd., the holder of our
$1,000,000 principal amount 7% secured convertible debentures, a blanket
security interest in all of our assets and properties and pledged of 250,000,000
shares of our common stock as additional collateral for the debentures. If we
should default under the repayment provisions of the debentures, the holder
could seek to foreclose on our assets and the shares of pledged stock in an
effort to seek repayment under the obligations. In the event of a default, the
holder would be entitled to vote these pledged shares, which would then
represent approximately [46]% of our issued and outstanding common stock,
assuming no additional issuance of shares of our common stock, and Highgate
House Funds, Ltd. could be in a position to control our company. In addition, if
the holder was successful in foreclosing on our assets in the event of a default
under the debentures, we would be deprived of the use of those assets and unable
to conduct our business as it is presently conducted therefore our ability to
generate revenues and fund our ongoing operations would be materially adversely
affected.

THE VALUE OF THE MARKETABLE SECURITIES WE HOLD AS AN ASSET COULD DECLINE WHICH
WILL RESULT IN A REDUCTION IN THE AMOUNT OF CASH WE CAN ANTICIPATE TO RECEIVE
UPON LIQUIDATION OF THOSE SECURITIES.

         At September 30, 2005 we hold 720,226 ordinary shares of Langley Park
Investments, PLC, which were received pursuant to a stock exchange agreement
with that company, of which 660,449 shares are held in escrow and the remaining
59,777 shares are freely saleable by us. At the date of the stock exchange
agreement, the Langley Park ordinary shares were valued at $2,398,751, less the
value of the shares transferred to the placement agent for services rendered in
connection with this transaction. Based on the subsequent decline in the market
price of these shares, we are reflecting as of September 30, 2005 that the
investment has sustained a substantial loss. Under the terms of our agreement,
we have no guarantees as to the price of the Langley Park ordinary shares and no
right to receive additional shares based on the decline in the value of the
investment. It is possible that the value of these shares may decline further in
the future, in which event the value of our restricted investment will be
reduced further, and the benefit to our financial position may be substantially
reduced or eliminated.

WE FACE INTENSE COMPETITION IN THE VIDEO CONFERENCING SERVICES MARKET AND WE MAY
BE UNABLE TO COMPETE EFFECTIVELY.

         The market for video conferencing services is intensely competitive.
Because the barriers to entry are relatively low and the potential market is
large, we expect that many more companies will enter this market. These current
and future competitors may also offer services that perform better than ours.
Our current competitors include telecommunications companies and specialized
companies such as ours. Many of our current and potential competitors have
significantly longer operating histories and significantly greater managerial,
financial, marketing, technical and other competitive resources, as well as
greater name recognition, than we do. As a result, these competitors may be able
to adapt more quickly to new or emerging technologies and changes in customer
requirements and may be able to devote greater resources to the promotion and
sale of their competing costs, and internet technology will drive growth in
video services.

OUR PRODUCTS AND SERVICES AND/OR THE INTERNET MAY BECOME SUBJECT TO TRADITIONAL
TELECOMMUNICATIONS CARRIER REGULATION BY FEDERAL AND STATE AUTHORITIES, WHICH
WOULD INCREASE THE COST OF PROVIDING OUR PRODUCTS AND SERVICES AND MAY SUBJECT
US TO PENALTIES.

         Our products and services are not currently subject to regulation by
the Federal Communications Commission (FCC) or any state public service
commission because the services integrate traditional voice teleconferencing and
added value Internet services. The FCC and state public service commissions,
however, may require us to submit to traditional telecommunications carrier
regulations for our web conferencing service under the Communications Act of
1934, as amended, and various state laws or regulations as a provider of
telecommunications services. If the FCC or any state public service commission
seeks to enforce any of these laws or regulations against us, we could be
prohibited from providing the voice aspect of our web conferencing service until
we have obtained various federal and state licenses and filed tariffs. We
believe we would be able to obtain those licenses, although in some states,
doing so could significantly delay our ability to provide services. We also
would be required to comply with other aspects of federal and state laws and
regulations. Subjecting our web conferencing service to these laws and
regulations would increase our operating costs, could require restructuring of
those services to charge separately for the voice and Internet components, and
would involve on-going reporting and other compliance obligations. We also might
be subject to fines or forfeitures and civil or criminal penalties for
non-compliance. In addition, the tax treatment of activities on or relating to
the Internet is currently unsettled. A number of proposals have been made at the
federal, state and local levels and by foreign governments that could impose
taxes on the online sale of goods and services and other Internet activities.
Future federal and state laws imposing taxes on the provision of goods and
services over the Internet could make it substantially more expensive to operate
our business.

OUR CHAIRMAN IS THE SOLE HOLDER OF OUR SERIES 1 PREFERRED STOCK WHICH GIVES HER
VOTING CONTROL OF OUR COMPANY AND THE ABILITY TO SOLELY INFLUENCE ITS BUSINESS
AND DIRECTION.

         Our voting securities consist of shares of our common stock and our
Series 1 Preferred Stock. Holders of shares of our common stock are entitled to
one vote per share and the holder of shares of our Series 1 Preferred Stock is
entitled to 3,000 votes per share on all matters submitted to a vote of our
stockholders, with these classes of our voting securities voting together on all
matters submitted to a vote of our stockholders. Ms. Michele Ralston, our
Chairman, owns all 100,000 shares of outstanding Series 1 Preferred Stock which,
together with her common stock holdings, gives her voting rights at August 31,
2005 over approximately 68.1% of our voting securities. As a result of these
voting rights, notwithstanding that our common stockholders are entitled to vote
on matters submitted to our stockholders, Ms. Ralston presently has the power to
elect of all of our directors and strongly influence the business and direction
of our company.

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE REDUCED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND OTHER MATTERS.

         We are not subject to any law, rule or regulation requiring that we
adopt any of the corporate governance measures that are required by the rules of
national securities exchanges or Nasdaq such as independent directors, audit
committees and codes of ethics. It is possible that if we were to adopt some or
all of the corporate governance measures, stockholders would benefit from
somewhat greater assurances that internal corporate decisions were being made by
disinterested directors and that policies had been implemented to define
responsible conduct. Prospective investors should bear in mind our current lack
of corporate governance measures in formulating their investment decisions.

WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING AND OUR ABILITY TO HAVE THOSE CONTROLS ATTESTED TO BY OUR
INDEPENDENT AUDITORS.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. We are
currently evaluating the effect that the adoption of Section 404 will have on
our consolidated operating results and financial condition and cash flow
necessary to implement SOX 404 in order to allow our management to report on,
and our independent auditors attest to, our internal controls, as a required
part of our annual report on Form 10-KSB beginning with our report for the
fiscal year ended December 31, 2007.

         We expect to expend significant resources in developing the necessary
documentation and testing procedures required by SOX 404. We are unable at this
time to quantify the amount we will spend to develop the necessary documentation
and testing required by SOX 404, but such amount is likely to exceed the $30,000
we spent on audit fees for fiscal 2004. We do not presently have sufficient
resources to fund the documentation and testing required by SOX 404, and we do
not have available funds to engage qualified staff or consultants to assist us
with compliance issues as required in connection with our audit for the fiscal
year ended December 31, 2007.

         We are not currently aware of any significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a timely manner.
However, if we or our auditors identify any significant deficiency or material
weakness, our auditors may be unable to attest to our internal controls, and
investors and others may lose confidence in the reliability of our financial
statements and our ability to obtain equity or debt financing could suffer.

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our stockholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Nevada Revised Statutes also may
be deemed to have certain anti-takeover effects which include that control of
shares acquired in excess of certain specified thresholds will not possess any
voting rights unless these voting rights are approved by a majority of a
corporation's disinterested stockholders.

         In addition, our articles of incorporation authorize the issuance of up
to 5,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our board of directors, of which 100,000
shares of our Series 1 Preferred Stock were issued and outstanding at June 30,
2005. Our board of directors may, without stockholder approval, issue additional
classes of preferred stock with dividends, liquidation, conversion, voting or
other rights that could adversely affect the voting power or other rights of the
holders of our common stock.

WE ARE OPERATING IN AN EMERGING MARKET SEGMENT THAT MAY NOT FULLY DEVELOP IN
FUTURE PERIODS.

         Audio conferencing through the use of telephones is the predominate
method for business communications at the present time. The video conferencing
market is substantially smaller than the audio conferencing market because the
equipment is more difficult to use than a standard telephone, and the
transmission costs are more expensive. We expect that improvements in equipment,
increased familiarity with video, stable or declining transmission and equipment
will serve to increase the use of video conferencing services in future periods.
However, because this is an emerging market segment of the telecommunications
industry, if the market for video conferencing products and services does not
continue to expand at accelerated rates as a result of our relatively small size
and limited recourses we may never be able to capture any significant market
share.

OUR VIDEO CONFERENCING SERVICE MAY BECOME SUBJECT TO TRADITIONAL
TELECOMMUNI-CATIONS CARRIER REGULATION BY FEDERAL AND STATE AUTHORITIES, WHICH
WOULD INCREASE THE COST OF PROVIDING OUR SERVICES AND MAY SUBJECT US TO
PENALTIES.

         We believe our video conferencing service is not subject to regulation
by the Federal Communications Commission or any state public service commission
because the services integrate traditional voice teleconferencing and added
value Internet services. The FCC and state public service commissions, however,
may require us to submit to traditional telecommunications carrier regulations
for our video conferencing service under the Communications Act of 1934, as
amended, and various state laws or regulations as a provider of
telecommunications services. If the FCC or any state public service commission
seeks to enforce any of these laws or regulations against us, we could be
prohibited from providing the voice aspect of our video conferencing service
until we have obtained various federal and state licenses and filed tariffs. We
believe we would be able to obtain those licenses, although in some states,
doing so could significantly delay our ability to provide services. We also
would be required to comply with other aspects of federal and state laws and
regulations. Subjecting our video conferencing service to these laws and
regulations would increase our operating costs, could require restructuring of
those services to charge separately for the voice and Internet components, and
would involve on-going reporting and other compliance obligations. We also might
be subject to fines or forfeitures and civil or criminal penalties for
non-compliance.

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE ABSENCE OF WHICH SHAREHOLDERS MAY HAVE REDUCED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND OTHER MATTERS.

         We are not subject to any law, rule or regulation requiring that we
adopt any of the corporate governance measures that are required by the rules of
national securities exchanges or Nasdaq. It is possible that if we were to adopt
some or all of the corporate governance measures, shareholders would benefit
from somewhat greater assurances that internal corporate decisions were being
made by disinterested directors and that policies had been implemented to define
responsible conduct. Prospective investors should bear in mind our current lack
of corporate governance measures in formulating their investment decisions

OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB, BUT TRADING IN OUR STOCK IS
LIMITED.

         The market for our common stock is extremely limited and there are no
assurances an active market for our common stock will ever develop. Accordingly,
purchasers of our common stock cannot be assured any liquidity in their
investment.

BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE
OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY
AFFECT ITS LIQUIDITY.

         If the trading price of our common stock is less than $5.00 per share,
our common stock is considered a "penny stock," and trading in our common stock
is subject to the requirements of Rule 15g-9 under the Securities Exchange Act
of 1934. Under this rule, broker/dealers who recommend low-priced securities to
persons other than established customers and accredited investors must satisfy
special sales practice requirements. The broker/dealer must make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to the transaction.

         SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock," including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and its associated risks. These requirements severely limit the liquidity of
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities. In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER, WE CANNOT
PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN. EACH
PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF
AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH
ANALYSIS, AMONG OTHERS, THE RISK FACTORS DISCUSSED ABOVE.


<PAGE>


                                DIRECTVIEW, INC.
                    2004 STOCK COMPENSATION PLAN (AS AMENDED)

INTRODUCTION

         The following descriptions summarize certain provisions of our
DirectView, Inc. 2004 Stock Compensation Plan. This summary is not complete and
is qualified by reference to the full text of the Plan. A copy of the Plan has
been filed as an exhibit to the registration statement of which this prospectus
is a part. Each person receiving a Plan option or stock award under the Plan
should read the Plan in its entirety.

         On May 1, 2004, our Board of Directors authorized, and holders of a
majority of our outstanding common stock approved and adopted, the Plan covering
20,000,000 shares of common stock. As of May 10, 2004, no options and no
restricted stock grants had been granted or issued under the Plan. On February
10, 2006, our Board of Directors increased the number of shares available for
issuance under the Plan by 20,000,000 shares up to 40,000,000 shares.

         The purpose of the Plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give such persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. Our Board of Directors, or a
committee of the Board, will administer the Plan including, without limitation,
the selection of the persons who will be awarded stock grants and granted
options, the type of options to be granted, the number of shares subject to each
Option and the exercise price.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified options. In addition, the Plan allows for the inclusion of a
reload option provision, which permits an eligible person to pay the exercise
price of the option with shares of common stock owned by the eligible person and
receive a new option to purchase shares of common stock equal in number to the
tendered shares. Furthermore, compensatory stock amounts may also be issued. Any
incentive option granted under the Plan must provide for an exercise price of
not less than 100% of the fair market value of the underlying shares on the date
of grant, but the exercise price of any incentive option granted to an eligible
employee owning more than 10% of our outstanding common stock must not be less
than 110% of fair market value on the date of the grant. The term of each Plan
option and the manner in which it may be exercised is determined by the Board of
Directors or the committee, provided that no option may be exercisable more than
ten years after the date of its grant and, in the case of an incentive option
granted to an eligible employee owning more than 10% of the common stock, no
more than five years after the date of the grant.

ELIGIBILITY

         Our officers, directors, key employees and consultants are eligible to
receive stock grants and non-qualified options under the Plan. Only our
employees are eligible to receive incentive options.

ADMINISTRATION

         The Plan will be administered by our Board of Directors or an
underlying committee (the "Committee"). The Board of Directors or the Committee
determines from time to time those of our officers, directors, key employees and
consultants to whom stock grants or Plan options are to be granted, the terms
and provisions of the respective option agreements, the time or times at which
such options shall be granted, the type of options to be granted, the dates such
Plan options become exercisable, the number of shares subject to each option,
the purchase price of such shares and the form of payment of such purchase
price. All other questions relating to the administration of the Plan, and the
interpretation of the provisions thereof and of the related option agreements,
are resolved by the Board or Committee.


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THE SHARES SUBJECT TO AWARDS

         We have currently reserved 20,000,000 of our authorized but unissued
shares of common stock for issuance under the Plan, and a maximum of 20,000,000
shares may be issued, unless the Plan is subsequently amended (subject to
adjustment in the event of certain changes in our capitalization), without
further action by our Board of Directors and shareholders, as required. Subject
to the limitation on the aggregate number of shares issuable under the Plan,
there is no maximum or minimum number of shares as to which a stock grant or
Plan option may be granted to any person. Shares used for stock grants and Plan
options may be authorized and unissued shares or shares reacquired by us,
including shares purchased in the open market. Shares covered by Plan options
which terminate unexercised will again become available for grant as additional
options, without decreasing the maximum number of shares issuable under the
Plan, although such shares may also be used by us for other purposes.

         The Plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the Plan shall terminate as of a date
to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.

TERMS OF EXERCISE

         The Plan provides that the options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified by
the Committee or by the Board of Directors.

         The Plan provides that, with respect to incentive stock options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of common stock, with respect to which incentive stock options are
first exercisable by any option holder during any calendar year shall not exceed
$100,000.

EXERCISE PRICE

         The purchase price for shares subject to incentive stock options must
be at least 100% of the fair market value of our common stock on the date the
option is granted, except that the purchase price must be at least 110% of the
fair market value in the case of an incentive option granted to a person who is
a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the incentive option is granted, shares possessing more than 10% of the total
combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.

         The exercise price of non-qualified options shall be determined by the
Board of Directors or the Committee, but shall not be less than the par value of
our common stock on the date the option is granted. The per share purchase price
of shares issuable upon exercise of a Plan option may be adjusted in the event
of certain changes in our capitalization, but no such adjustment shall change
the total purchase price payable upon the exercise in full of options granted
under the Plan.
MANNER OF EXERCISE

         Plan options are exercisable by delivery of written notice to us
stating the number of shares with respect to which the option is being
exercised, together with full payment of the purchase price therefor. Payment
shall be in cash, checks, certified or bank cashier's checks, promissory notes
secured by the shares issued through exercise of the related options, shares of
common stock or in such other form or combination of forms which shall be
acceptable to the Board of Directors or the Committee, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board or Committee that such loan or guarantee is reasonably expected to benefit
us.

OPTION PERIOD

         All incentive stock options shall expire on or before the tenth
anniversary of the date the option is granted except as limited above. However,
in the case of incentive stock options granted to an eligible employee owning
more than 10% of the common stock, these options will expire no later than five
years after the date of the grant. Non-qualified options shall expire ten years
and one day from the date of grant unless otherwise provided under the terms of
the option grant.

TERMINATION

         All Plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (a)
while our employee or (b) within three months after termination of employment by
us because of disability, or retirement or otherwise, such options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date of death or termination of employment, by the person or persons to whom
the optionee's right under the option pass by will or applicable law, or if no
such person has such right, by his executors or administrators.

         In the event of termination of employment because of death while an
employee or because of disability, the optionee's options may be exercised not
later than the expiration date specified in the option or one year after the
optionee's death, whichever date is earlier, or in the event of termination of
employment because of retirement or otherwise, not later than the expiration
date specified in the option or one year after the optionee's death, whichever
date is earlier.

         If an optionee's employment by us terminates because of disability and
such optionee has not died within the following three months, the options may be
exercised, to the extent that the optionee shall have been entitled to do so at
the date of the termination of employment, at any time, or from time to time,
but not later than the expiration date specified in the option or one year after
termination of employment, whichever date is earlier.

         If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the options to the same extent that
the options were exercisable on the date of termination, for up to three months
following such termination, or on or before the expiration date of the options,
whichever occurs first. In the event that the optionee was not entitled to
exercise the options at the date of termination or if the optionee does not
exercise such options (which were then exercisable) within the time specified
herein, the options shall terminate.

         If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise the option shall
terminate not later than 90 days following the date of such termination of
employment.



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MODIFICATION AND TERMINATION OF PLANS

         The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any holder
of a stock grant or optionee who has prior thereto been granted options under
the Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of shares subject to this Plan (except for
adjustments due to changes in our capitalization), or (b) changing the
definition of "Eligible Person" under the Plan, may be effective unless and
until approved by our shareholders in the same manner as approval of this Plan
is required. Any such termination of the Plan shall not affect the validity of
any stock grants or options previously granted thereunder. Unless the Plan shall
theretofore have been suspended or terminated by the Board of Directors, the
Plan shall terminate on February 10, 2016.

FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on September 30, 2005. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the exercise price is an item
of tax preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an incentive stock option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the incentive option exercise price, provided that the option holder
has not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option is
exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is
treated as a short-term or long-term capital gain or loss, depending on how long
the shares are held. In the event of a Disqualifying Disposition, the incentive
stock option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return to
eliminate the tax preference item previously reported). We are not entitled to a
tax deduction upon either exercise of an incentive option or disposition of
stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.

         If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive stock
option, the exchange of the previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of stock grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
stock grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the stock grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the stock grant received once the
conditions to receipt of the stock grant are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of all shares issued under the Plan must be made in compliance
with federal and state securities laws. Our officers, directors and 10% or
greater shareholders, as well as certain other persons or parties who may be
deemed to be "affiliates" of ours under federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or other applicable exemption. Our officers,
directors and 10% and greater stockholders may also become subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                              SELLING SHAREHOLDERS

         As of the date of this prospectus, the names of our affiliates who have
received shares or options under our Plan, and who may desire to sell their
shares under this prospectus, are reflected below. These persons will be members
of our Board of Directors and/or officers of DirectView. In addition, other
options or stock grants may be made to affiliates which we are not able to
identify at this time. Before any of our affiliates sell any of his or her
shares received under the Plan, we will supplement this prospectus with the
required information regarding the names of the persons selling, the total
number of shares owned by these persons and the number of shares proposed to be
sold under this prospectus. Included among the options and restricted stock now
covered under our Plan will be the following awards to executives and/or
directors of DirectView:



                                                    Number
              Name                                 of Shares

              Jeff Robbins                         2,500,000
              Michele Ralston                      2,500,000
              Roger Ralston                       10,000,000

                              PLAN OF DISTRIBUTION

         The information under this heading includes resales of shares covered
by this prospectus by persons who are our "affiliates" as that term in defined
under federal securities laws.

         The shares covered by this prospectus may be resold and distributed
from time to time by the selling security holders in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holders in connection with sales of securities.

         The selling security holders may sell shares in one or more of the
following methods, which may include crosses or block transactions:

                -       through the "pink sheets", on the over-the-counter
                        Bulletin Board, or on such exchanges or over-the-counter
                        markets on which our shares may be listed from
                        time-to-time, in transactions which may include special
                        offerings, exchange distributions and/or secondary
                        distributions, pursuant to and in accordance with the
                        rules of such exchanges;

                -       in transactions other than on such exchanges or in the
                        over-the-counter market, or a combination of such
                        transactions, including sales through brokers, acting as
                        principal or agent, sales in privately negotiated
                        transactions, or dispositions for value, subject to
                        rules relating to sales by affiliates; or

                -       through the writing of options on our shares, whether or
                        not such options are listed on an exchange, or other
                        transactions requiring delivery of our shares, or the
                        delivery of our shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders who are affiliates of Genesis and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holders, or any other
broker-dealer, is acting as principal or agent for the selling security holders,
the compensation to be received by underwriters who may be selected by the
selling security holders, or any broker-dealer, acting as principal or agent for
the selling security holders and the compensation to be received by other
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker.

         We have advised the selling security holders that, at the time a resale
of the shares is made by or on behalf of a selling security holder, a copy of
this prospectus is to be delivered.

         We have also advised the selling security holders that during the time
as they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.

         Sales of securities by the selling security holders and us, or even the
potential of these sales, may have an adverse effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

GENERAL

         The following description of our capital stock and provisions of our
Articles of Incorporation is a summary thereof and is qualified by reference to
our Articles of Incorporation, as amended, copies of which have been filed as
exhibits to the registration statement of which this prospectus is a part. Our
authorized capital consists of 2,500,000,000 shares of common stock, par value
$.0001 per share, and 5,000,000 shares of preferred stock, par value $.0001 per
share, of which 100,000 shares have been designated as Series 1 Preferred Stock.
As of December 31, 2005, 538,560,090 shares of common stock and 100,000 shares
of Series 1 Preferred Stock were issued and outstanding. For the purposes of
issued and outstanding shares of our common stock we have excluded the
250,000,000 shares which have been issued and pledged as additional collateral
for the outstanding $1,000,000 principal amount 7% secured convertible
debentures. 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.

COMMON STOCK

         Holders of shares of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds,
legally available therefor. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per share
basis among the holders of our common stock.

         Each share of common stock entitles the holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any directors. Our
By-Laws require that only a majority of our issued and outstanding shares need
be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.



<PAGE>


PREFERRED STOCK

         We are authorized to issue 5,000,000 shares of preferred stock having
such designations, rights, preferences, powers and limitations as may be
determined by the board of directors at the time of designation. As of the date
of this prospectus we have designated 100,000 shares of this blank check
preferred stock as Series 1 Preferred Stock with the following rights and
preferences:

        o        each share has a liquidation preference of $.01 per share,

        o        the shares are not convertible into any other security,

        o        each share entitles the holder to 3,000 votes at any meeting of
                 our stockholders and such shares will vote together with our
                 common stockholders,

        o        the shares are not subject to redemption, and

        o        so long as the shares are outstanding we have agreed not to
                 alter or change the rights of the security in a manner which
                 would adversely affect the Series 1 Preferred Stock, create a
                 new class of preferred stock having preference over the Series
                 1 Preferred Stock, or take any action which would result in the
                  taxation of the holder under Section 305 of the Internal
                  Revenue Code.

COMMON STOCK PURCHASE WARRANT

         We have outstanding a common stock purchase warrant to purchase
4,000,000 shares of our common stock at an exercise price of $0.001 per share
which was issued to Highgate House Funds, Ltd. in connection with the sale of
the 7% secured convertible debentures. A description of this warrant is
contained later in this prospectus under "Selling Security Holders."

TRANSFER AGENT AND REGISTRANT

         The transfer agent and registrar for our common stock is Atlas Stock
Transfer, 5899 South State Street, Suite 24, Salt Lake City, Utah 84107. Our
transfer agent may be reached by telephone at (801) 266-7151.

                                     EXPERTS

         The consolidated financial statements of DirectView, Inc. as of
December 31, 2004, and for the year then ended, appearing in our Annual Report
on Form 10-KSB for the year ended December 31, 2004 have been audited by Sherb &
Co., LLP, Certified Public Accountant, as set forth in their report thereon and
are incorporated by reference in reliance upon the authority of such firm as
experts in auditing and accounting.

                                  LEGAL MATTERS

         The validity of the securities offered by this prospectus will be
passed upon for us by Schneider Weinberger & Beilly LLP, 2200 Corporate
Boulevard, N.W., Suite 210, Boca Raton, Florida 33431. Members of Schneider
Weinberger & Beilly LLP and their affiliates beneficially own an aggregate of
3,299,950 shares of our common stock.

                                 INDEMNIFICATION

         The Nevada General Corporation Law allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:

                  (a) the officer or director conducted himself or herself in
                  good faith;

                  (b) his or her conduct was in our best interests, or if the
                  conduct was not in an official capacity, that the conduct was
                  not opposed to our best interests; and

                  (c) in the case of a criminal proceeding, he or she had no
                  reasonable cause to believe that his or her conduct was
                  unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director is found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.


<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

     - Annual Report on Form 10-KSB for the Year Ended December 31, 2004.

     - Quarterly Report on Form 10-QSB for the Quarter ended March 31, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended June 30, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended September 30, 2005.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, DirectView, Inc., 7700 West
Camino Real, Suite 200, Boca Raton, Florida 33433.

ITEM 4.  DESCRIPTION OF SECURITIES

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada General Corporation Law allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:

         (a)      the officer or director conducted himself or herself in good
                  faith;

         (b       his or her conduct was in our best interests, or if the
                  conduct was not in an official capacity, that the conduct
                  was not opposed to our best interests; and

         (c)      in the case of a criminal proceeding, he or she had no
                  reasonable cause to believe that his or her conduct was
                  unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director is found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the Act,
consent to the imprinting of a legend on the securities restricting their
transferability except in compliance with applicable securities laws.

ITEM 8.  EXHIBITS

         5.1      Opinion of Schneider Weinberger & Beilly LLP*

         10.1     Amendment No. 1 to DirectView, Inc. 2004 Stock Compensation
                  Plan*

         23.1     Consent of Independent Certified Public Accountants*

         23.2     Consent of Schneider Weinberger & Beilly LLP (included in
                  Exhibit 5.1)


*Filed herewith.

ITEM 9.  UNDERTAKINGS

            (1)       To file,  during any period in which  offers or sales
                      are being made, a post-effective amendment to this
                      registration statement:


                (a)  To include any  prospectus  required by section  10(a)(3)
                     of the Securities  Act of 1933;

                (b)  To  reflect  in the  prospectus  any  facts or  events
                     arising  after  the  effective  date  of  the  registration
                     statement  (or  the  most  recent post-effective amendment
                     thereof) which,  individually or in the aggregate,
                     represent  a  fundamental  change  in  the  information
                     set  forth  in the registration  statement. Notwithstanding
                     the  foregoing,  any increase or decrease  in volume of
                     securities  offered (if the total  dollar  value of
                     securities  offered  would not exceed  that which was
                     registered)  and any deviation from the low or high end of
                     the estimated  maximum offering range may be  reflected in
                     the form of  prospectus  filed  with  the  Commission
                     pursuant  to Rule  424(b) if, in the  aggregate,  the
                     changes in volume and price represent no more than a 20%
                     change in the maximum aggregate offering  price set forth
                     in the  "Calculation  of  Registration  Fee"  table in the
                     effective registration statement;

               (c)   To include any material information with respect to
                     the plan of distribution not previously disclosed in
                     the registration statement or any material change to
                     such information in the registration statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 against such liabilities (other than the payment by the
registrant in the successful defense of an action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.


<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on February 14, 2006.

                                                     DIRECTVIEW, INC.


                                                    By: /s/ Jeffrey Robbins
                                                      --------------------------
                                                      Michael Perry
                                                      President


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                       Title                                 Date
--------------            --------------------------        --------------------

/s/ Jeffrey Robbins        President, Director and
--------------------       Principal Executive Officer        February 14, 2006
Jeffrey Robbins


                           Chairman of the Board,
/s/ Michele Ralston        Secretary, Treasurer, Acting
-------------------        Principal Accounting Officer
Michele Ralston            (Acting Chief Financial Officer)   February 14, 2006





<page>
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2006

                           Registration No. 333-115749

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                                DIRECTVIEW, INC.
            (Exact name of registration as specified in its charter)

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

                        7700 West Camino Real, Suite 200
                            Boca Raton, Florida 33433
                                 (561) 750-9777
          (Address and Telephone Number of Principal Executive Offices)

                                DIRECTVIEW, INC.
                    2004 STOCK COMPENSATION PLAN (AS AMENDED)
                            (Full Title of the Plan)

                                    Copy to:

                                 Jeffrey Robbins
                                    President
                                DirectView, Inc.
                        7700 West Camino Real, Suite 200
                              Boca Raton, FL 33433
                                 (561) 750-9777
CALCULATION OF REGISTRATION FEE
Proposed     Proposed
                                                 maximum      maximum
                                                 offering     aggregate      Amount of
  Title of securities        Amount to be        price per    offering     registration
   to be registered           registered           share       price           fee
------------------------  ------------------     ---------   ----------   ---------------
Common Stock, $.0001
par value per share (1)       20,000,000         $ 0.003     $60,000.00      $6.42
(1)      This calculation is made solely for the purpose of determining the
         registration fee pursuant to the provisions of Rule 457(h) under the
         Securities Act, and is calculated upon the average of the bid and asked
         price of the securities on the Over-the-Counter-Bulletin Board on
         February 10, 2005.

         Pursuant to Rule 416, there are also being registered such additional
number of shares of common stock as may be issuable as a result of the
anti-dilution provisions of the options and warrants.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          This registration statement relates to separate prospectuses.

         Items 1 and 2 of this Part I, and the documents incorporated herein by
reference pursuant to Item 3 of Part II of this Form S-8, constitute the
prospectus relating to issuances to our employees, consultants and others of up
to 20,000,000 shares of common stock pursuant to our 2004 Stock Compensation
Plan, as Amended (the "Plan"). Pursuant to the requirements of Form S-8 and Rule
428, we will deliver or cause to be delivered to Plan participants any required
information as specified by Rule 428(b)(1). The second prospectus, referred to
as the reoffer prospectus, relates to the reoffer or resale of any shares that
are deemed to be control securities or restricted securities under the
Securities Act of 1933.

                                   PROSPECTUS

ITEM 1.  PLAN INFORMATION

         We established the Plan effective May 1, 2004, to provide us with
flexibility and to conserve our cash resources in compensating certain of our
technical, administrative and professional employees and consultants. The
issuance of shares under the Plan is restricted to persons and firms who are
closely-related to us and who provide services in connection with the
development and production of our products and services or otherwise in
connection with our business. The initial Plan authorized us to issue up to
20,000,000 shares of our common stock. Shares must be issued only for bona fide
services. Shares are awarded under the Plan pursuant to individually negotiated
compensation contracts or commitments as determined and/or approved by the Board
of Directors or compensation committee. The eligible participants include
directors, officers, employees and non-employee consultants and advisors. There
is no limit as to the number of shares that may be awarded under the Plan to a
single participant. On February 10, 2006, our Board of Directors increased the
number of shares available for issuance under the Plan by 20,000,000 shares up
to 40,000,000. We anticipate that a substantial portion of the shares to be
issued under the Plan will be issued as compensation to our employees,
directors, technical consultants and advisors who provide services in the
development and promotion of our various products and servicing and assisting
the Company in developing our internal infrastructure, our strategic planning,
and our acquisition and strategic alliance program.

         The Plan does not require restrictions on the transferability of shares
issued thereunder. However, such shares may be restricted as a condition to
their issuance where the Board of Directors deems such restrictions appropriate.
The Plan is not subject to the Employee Retirement Income Securities Act of 1974
("ERISA"). Restricted shares awarded under the Plan are intended to be fully
taxable to the recipient as earned income.

ITEM 2.  COMPANY INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         We will provide without charge, upon written or oral request, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. These documents are incorporated by reference in the Section 10(a)
prospectus. We will also provide without charge, upon written or oral request,
all other documents required to be delivered to recipients pursuant to Rule
428(b). Any and all such requests shall be directed to the Company at its
principal office at 7700 West Camino Real, Suite 200, Boca Raton, Florida 33433,
attention: Chief Executive Officer.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         No person has been authorized by us to give any information or to make
any representation other than as contained in this prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by us. Neither the delivery of this prospectus nor any distribution
of the shares of common stock issuable under the terms of the Plan shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof.

Our principal offices are located at:

                        7700 West Camino Real, Suite 200
                            Boca Raton, Florida 33433
                            Telephone (561) 750-9777.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
REOFFER PROSPECTUS

                                DIRECTVIEW, INC.

                        20,000,000 SHARES OF COMMON STOCK
                               ($.0001 PAR VALUE)

         This prospectus forms a part of a registration statement, which
registers an aggregate of 20,000,000 shares of common stock issued or issuable
from time-to-time under the DirectView, Inc. 2004 Stock Compensation Plan, as
Amended.

         DirectView, Inc. is referred to in this prospectus as "DirectView," the
"Company," "we," "us" or "our." The 20,000,000 shares covered by this prospectus
are referred to as the "shares." Persons who are issued shares are sometimes
referred to as the "selling security holders."

         This prospectus also covers the resale of shares by persons who are our
"affiliates" within the meaning of federal securities laws. Affiliated selling
security holders may sell all or a portion of the shares from time to time in
the over-the-counter market, in negotiated transactions, directly or through
brokers or otherwise, and at market prices prevailing at the time of such sales
or at negotiated prices, but which may not exceed 1% of our outstanding common
stock.

            We will not receive any proceeds from sales of shares by selling
security holders.

            These securities have not been approved or disapproved by the
Securities and Exchange Commission nor has the Commission passed on the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

            This prospectus does not constitute an offer to sell securities in
any state to any person to whom it is unlawful to make such offer in such state.

                The date of this prospectus is February 14, 2006.
AVAILABLE INFORMATION

         We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, we file reports,
proxy statements and other information with the Securities and Exchange
Commission. Reports, proxy statements and other information filed with the
Commission can be inspected and copied at the public reference facilities of the
Commission at 100 F Street, N.E., Washington, D.C. 20549. Copies of this
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 100 F Street, N.E.,
Washington, D.C. 20549. The Commission also maintains a website on the Internet
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at
http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by us with the Commission are
incorporated herein by reference and made a part hereof:

     - Annual Report on Form 10-KSB for the Year ended December 31, 2004.

     - Quarterly Report on Form 10-QSB for the Quarter ended March 31, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended June 30, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended September 30, 2005.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, DirectView, Inc., 7700 West
Camino Real, Suite 200, Boca Raton, Florida 33433.
THE COMPANY

INTRODUCTION

         We are a full-service provider of video conferencing services and
products. Our services include multipoint video conferencing, network
integration services, custom room design, staffing, document conferencing and
IP/web conferencing services. We offer our customers the convenience of
single-vendor sourcing for most aspects of their communications needs. We
distribute videoconference products and peripherals to organizations such as
professional service firms, investment banks, high tech companies, law firms,
state and local government agencies, investor relations firms, and other
domestic and multi-national companies.

         Video conferencing as a medium for business communications has provided
new opportunities to streamline complex business processes and to conduct
transactions more efficiently. As a result, sophisticated audio or video-enabled
interactive communications have become increasingly necessary as companies seek
to become more efficient and effective. We seek to employ the technical
knowledge of our management team to provide our clients with dynamic,
cost-effective solutions for a wide range of applications suitable for a variety
of industries. We have installation and integration experience with expertise in
one-on-one or large, multi-sided group meetings, and we currently have
installations ranging from very simple configurations to highly customized rooms
with multiple cameras, document presentation stands, recording devices,
scanners, and printers. We have provided services to clients including The New
York City Police Department, BellSouth, Burger King, Coca Cola, Tropicana, The
New York City Housing Authority, The New York Taxi and Limousine Commission, The
International Longshoremen's Association, The United States Courts, and the
Central Intelligence Agency.

             RISK FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS

         An investment in our common stock involves a significant degree of
risk. Among the risks associated with an investment in our common stock, and
among the factors that could cause our results of operations to differ
materially from that which we anticipate, are the following:

WE WILL REQUIRE ADDITIONAL CAPITAL TO PAY OUR OPERATION EXPENSES, GROW THROUGH
ACQUISITIONS AND OTHERWISE IMPLEMENT OUR BUSINESS PLAN. OUR AUDITORS HAVE
EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         While we have commenced generating revenues from operations, our
revenues are not sufficient to enable us to meet our operating expenses, expand
through the acquisition of other businesses, discharge current indebtedness and
otherwise implement our business plan. In the event we are unable to generate
sufficient revenues from operations for these purposes which is unlikely, we
will require additional capital. We have no commitments from any person to
provide us with additional capital and there is no assurance that additional
capital will be available to us on favorable terms or at all. In the event we
are unable to secure additional capital when required, we may be forced to
curtail, or possibly cease operations.

         Our consolidated financial statements, which are incorporated by
reference, are prepared assuming we will continue as a going concern. As noted
above, for the years ended December 31, 2004 and 2003, we incurred substantial
losses from operations, and negative cash flows from operations. While we are
attempting to increase sales, growth has not been significant enough to support
daily operations. There is no assurance that we will continue as a going
concern.

WE HAVE AN ACCUMULATED DEFICIT, AND WE ANTICIPATE CONTINUING LOSSES THAT WILL
RESULT IN SIGNIFICANT LIQUIDITY AND CASH FLOW PROBLEMS.

         We have incurred losses since our inception, and have an accumulated
deficit of approximately $10 million as of September 30, 2005. Our operations
have been financed primarily through the issuance of equity and debt. For the
years ended December 31, 2004 and 2003, we had comprehensive losses of
approximately $2,460,000 and approximately $6,000,000, respectively, and for the
year ended December 31, 2004, cash used in operations was approximately
$263,000. For the nine months ended September 30, 2005 (unaudited), we had a
comprehensive loss of $1,353,828 and cash used in operations of $624,968. Our
continued existence, however, is dependent upon, among other things, our ability
to raise capital and to market and sell our products and services successfully.
The financial statements do not include any adjustments to reflect future
adverse effects on the recoverability and classification of assets or amounts
and classification of liabilities that may result if we are not successful.

OUR AUDITORS HAVE EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN. IF WE WERE FORCED TO CEASE OUR BUSINESS AND OPERATIONS, YOU WOULD LOSE
YOUR INVESTMENT IN OUR COMPANY.

         Our revenues are not sufficient to enable us to meet our operating
expenses and otherwise implement our business plan. At September 30, 2005 we had
an accumulated deficit of $10,787,153 and the report of our independent
registered public accounting firm on our financial statements for the year ended
December 31, 2004 contains an explanatory paragraph raising doubt as to our
ability to continue as a going concern. Our consolidated financial statements
are prepared assuming we will continue as a going concern. While we are
attempting to increase sales, growth has not been significant enough to support
daily operations, there is no assurance that we will continue as a going
concern. If we are unable to continue as a going concern and were forced to
cease operations, it is likely that our stockholders would lose their investment
in our company.

OUR PRIMARY ASSETS AND A PLEDGE OF 250,000,000 SHARES OF OUR COMMON STOCK SERVE
AS COLLATERAL UNDER OUR 7% SECURED CONVERTIBLE DEBENTURES. IF WE SHOULD DEFAULT
ON THESE OBLIGATIONS, THE HOLDER COULD FORECLOSE ON THESE ASSETS AND WE WOULD BE
UNABLE TO CONTINUE OUR BUSINESS AND OPERATIONS.

         We have granted Highgate House Funds, Ltd., the holder of our
$1,000,000 principal amount 7% secured convertible debentures, a blanket
security interest in all of our assets and properties and pledged of 250,000,000
shares of our common stock as additional collateral for the debentures. If we
should default under the repayment provisions of the debentures, the holder
could seek to foreclose on our assets and the shares of pledged stock in an
effort to seek repayment under the obligations. In the event of a default, the
holder would be entitled to vote these pledged shares, which would then
represent approximately [46]% of our issued and outstanding common stock,
assuming no additional issuance of shares of our common stock, and Highgate
House Funds, Ltd. could be in a position to control our company. In addition, if
the holder was successful in foreclosing on our assets in the event of a default
under the debentures, we would be deprived of the use of those assets and unable
to conduct our business as it is presently conducted therefore our ability to
generate revenues and fund our ongoing operations would be materially adversely
affected.

THE VALUE OF THE MARKETABLE SECURITIES WE HOLD AS AN ASSET COULD DECLINE WHICH
WILL RESULT IN A REDUCTION IN THE AMOUNT OF CASH WE CAN ANTICIPATE TO RECEIVE
UPON LIQUIDATION OF THOSE SECURITIES.

         At September 30, 2005 we hold 720,226 ordinary shares of Langley Park
Investments, PLC, which were received pursuant to a stock exchange agreement
with that company, of which 660,449 shares are held in escrow and the remaining
59,777 shares are freely saleable by us. At the date of the stock exchange
agreement, the Langley Park ordinary shares were valued at $2,398,751, less the
value of the shares transferred to the placement agent for services rendered in
connection with this transaction. Based on the subsequent decline in the market
price of these shares, we are reflecting as of September 30, 2005 that the
investment has sustained a substantial loss. Under the terms of our agreement,
we have no guarantees as to the price of the Langley Park ordinary shares and no
right to receive additional shares based on the decline in the value of the
investment. It is possible that the value of these shares may decline further in
the future, in which event the value of our restricted investment will be
reduced further, and the benefit to our financial position may be substantially
reduced or eliminated.

WE FACE INTENSE COMPETITION IN THE VIDEO CONFERENCING SERVICES MARKET AND WE MAY
BE UNABLE TO COMPETE EFFECTIVELY.

         The market for video conferencing services is intensely competitive.
Because the barriers to entry are relatively low and the potential market is
large, we expect that many more companies will enter this market. These current
and future competitors may also offer services that perform better than ours.
Our current competitors include telecommunications companies and specialized
companies such as ours. Many of our current and potential competitors have
significantly longer operating histories and significantly greater managerial,
financial, marketing, technical and other competitive resources, as well as
greater name recognition, than we do. As a result, these competitors may be able
to adapt more quickly to new or emerging technologies and changes in customer
requirements and may be able to devote greater resources to the promotion and
sale of their competing costs, and internet technology will drive growth in
video services.

OUR PRODUCTS AND SERVICES AND/OR THE INTERNET MAY BECOME SUBJECT TO TRADITIONAL
TELECOMMUNICATIONS CARRIER REGULATION BY FEDERAL AND STATE AUTHORITIES, WHICH
WOULD INCREASE THE COST OF PROVIDING OUR PRODUCTS AND SERVICES AND MAY SUBJECT
US TO PENALTIES.

         Our products and services are not currently subject to regulation by
the Federal Communications Commission (FCC) or any state public service
commission because the services integrate traditional voice teleconferencing and
added value Internet services. The FCC and state public service commissions,
however, may require us to submit to traditional telecommunications carrier
regulations for our web conferencing service under the Communications Act of
1934, as amended, and various state laws or regulations as a provider of
telecommunications services. If the FCC or any state public service commission
seeks to enforce any of these laws or regulations against us, we could be
prohibited from providing the voice aspect of our web conferencing service until
we have obtained various federal and state licenses and filed tariffs. We
believe we would be able to obtain those licenses, although in some states,
doing so could significantly delay our ability to provide services. We also
would be required to comply with other aspects of federal and state laws and
regulations. Subjecting our web conferencing service to these laws and
regulations would increase our operating costs, could require restructuring of
those services to charge separately for the voice and Internet components, and
would involve on-going reporting and other compliance obligations. We also might
be subject to fines or forfeitures and civil or criminal penalties for
non-compliance. In addition, the tax treatment of activities on or relating to
the Internet is currently unsettled. A number of proposals have been made at the
federal, state and local levels and by foreign governments that could impose
taxes on the online sale of goods and services and other Internet activities.
Future federal and state laws imposing taxes on the provision of goods and
services over the Internet could make it substantially more expensive to operate
our business.

OUR CHAIRMAN IS THE SOLE HOLDER OF OUR SERIES 1 PREFERRED STOCK WHICH GIVES HER
VOTING CONTROL OF OUR COMPANY AND THE ABILITY TO SOLELY INFLUENCE ITS BUSINESS
AND DIRECTION.

         Our voting securities consist of shares of our common stock and our
Series 1 Preferred Stock. Holders of shares of our common stock are entitled to
one vote per share and the holder of shares of our Series 1 Preferred Stock is
entitled to 3,000 votes per share on all matters submitted to a vote of our
stockholders, with these classes of our voting securities voting together on all
matters submitted to a vote of our stockholders. Ms. Michele Ralston, our
Chairman, owns all 100,000 shares of outstanding Series 1 Preferred Stock which,
together with her common stock holdings, gives her voting rights at August 31,
2005 over approximately 68.1% of our voting securities. As a result of these
voting rights, notwithstanding that our common stockholders are entitled to vote
on matters submitted to our stockholders, Ms. Ralston presently has the power to
elect of all of our directors and strongly influence the business and direction
of our company.

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE REDUCED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND OTHER MATTERS.

         We are not subject to any law, rule or regulation requiring that we
adopt any of the corporate governance measures that are required by the rules of
national securities exchanges or Nasdaq such as independent directors, audit
committees and codes of ethics. It is possible that if we were to adopt some or
all of the corporate governance measures, stockholders would benefit from
somewhat greater assurances that internal corporate decisions were being made by
disinterested directors and that policies had been implemented to define
responsible conduct. Prospective investors should bear in mind our current lack
of corporate governance measures in formulating their investment decisions.

WE MAY BE EXPOSED TO POTENTIAL RISKS RELATING TO OUR INTERNAL CONTROLS OVER
FINANCIAL REPORTING AND OUR ABILITY TO HAVE THOSE CONTROLS ATTESTED TO BY OUR
INDEPENDENT AUDITORS.

         As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), the Securities and Exchange Commission adopted rules requiring public
companies to include a report of management on the company's internal controls
over financial reporting in their annual reports, including Form 10-KSB. We are
currently evaluating the effect that the adoption of Section 404 will have on
our consolidated operating results and financial condition and cash flow
necessary to implement SOX 404 in order to allow our management to report on,
and our independent auditors attest to, our internal controls, as a required
part of our annual report on Form 10-KSB beginning with our report for the
fiscal year ended December 31, 2007.

         We expect to expend significant resources in developing the necessary
documentation and testing procedures required by SOX 404. We are unable at this
time to quantify the amount we will spend to develop the necessary documentation
and testing required by SOX 404, but such amount is likely to exceed the $30,000
we spent on audit fees for fiscal 2004. We do not presently have sufficient
resources to fund the documentation and testing required by SOX 404, and we do
not have available funds to engage qualified staff or consultants to assist us
with compliance issues as required in connection with our audit for the fiscal
year ended December 31, 2007.

         We are not currently aware of any significant deficiencies or material
weaknesses in our internal controls that we cannot remediate in a timely manner.
However, if we or our auditors identify any significant deficiency or material
weakness, our auditors may be unable to attest to our internal controls, and
investors and others may lose confidence in the reliability of our financial
statements and our ability to obtain equity or debt financing could suffer.

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKE-OVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.

         Provisions of our articles of incorporation and bylaws may be deemed to
have anti-takeover effects, which include when and by whom special meetings of
our stockholders may be called, and may delay, defer or prevent a takeover
attempt. In addition, certain provisions of the Nevada Revised Statutes also may
be deemed to have certain anti-takeover effects which include that control of
shares acquired in excess of certain specified thresholds will not possess any
voting rights unless these voting rights are approved by a majority of a
corporation's disinterested stockholders.

         In addition, our articles of incorporation authorize the issuance of up
to 5,000,000 shares of preferred stock with such rights and preferences as may
be determined from time to time by our board of directors, of which 100,000
shares of our Series 1 Preferred Stock were issued and outstanding at June 30,
2005. Our board of directors may, without stockholder approval, issue additional
classes of preferred stock with dividends, liquidation, conversion, voting or
other rights that could adversely affect the voting power or other rights of the
holders of our common stock.

WE ARE OPERATING IN AN EMERGING MARKET SEGMENT THAT MAY NOT FULLY DEVELOP IN
FUTURE PERIODS.

         Audio conferencing through the use of telephones is the predominate
method for business communications at the present time. The video conferencing
market is substantially smaller than the audio conferencing market because the
equipment is more difficult to use than a standard telephone, and the
transmission costs are more expensive. We expect that improvements in equipment,
increased familiarity with video, stable or declining transmission and equipment
will serve to increase the use of video conferencing services in future periods.
However, because this is an emerging market segment of the telecommunications
industry, if the market for video conferencing products and services does not
continue to expand at accelerated rates as a result of our relatively small size
and limited recourses we may never be able to capture any significant market
share.

OUR VIDEO CONFERENCING SERVICE MAY BECOME SUBJECT TO TRADITIONAL
TELECOMMUNI-CATIONS CARRIER REGULATION BY FEDERAL AND STATE AUTHORITIES, WHICH
WOULD INCREASE THE COST OF PROVIDING OUR SERVICES AND MAY SUBJECT US TO
PENALTIES.

         We believe our video conferencing service is not subject to regulation
by the Federal Communications Commission or any state public service commission
because the services integrate traditional voice teleconferencing and added
value Internet services. The FCC and state public service commissions, however,
may require us to submit to traditional telecommunications carrier regulations
for our video conferencing service under the Communications Act of 1934, as
amended, and various state laws or regulations as a provider of
telecommunications services. If the FCC or any state public service commission
seeks to enforce any of these laws or regulations against us, we could be
prohibited from providing the voice aspect of our video conferencing service
until we have obtained various federal and state licenses and filed tariffs. We
believe we would be able to obtain those licenses, although in some states,
doing so could significantly delay our ability to provide services. We also
would be required to comply with other aspects of federal and state laws and
regulations. Subjecting our video conferencing service to these laws and
regulations would increase our operating costs, could require restructuring of
those services to charge separately for the voice and Internet components, and
would involve on-going reporting and other compliance obligations. We also might
be subject to fines or forfeitures and civil or criminal penalties for
non-compliance.

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE ABSENCE OF WHICH SHAREHOLDERS MAY HAVE REDUCED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND OTHER MATTERS.

         We are not subject to any law, rule or regulation requiring that we
adopt any of the corporate governance measures that are required by the rules of
national securities exchanges or Nasdaq. It is possible that if we were to adopt
some or all of the corporate governance measures, shareholders would benefit
from somewhat greater assurances that internal corporate decisions were being
made by disinterested directors and that policies had been implemented to define
responsible conduct. Prospective investors should bear in mind our current lack
of corporate governance measures in formulating their investment decisions

OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB, BUT TRADING IN OUR STOCK IS
LIMITED.

         The market for our common stock is extremely limited and there are no
assurances an active market for our common stock will ever develop. Accordingly,
purchasers of our common stock cannot be assured any liquidity in their
investment.

BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE
OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY
AFFECT ITS LIQUIDITY.

         If the trading price of our common stock is less than $5.00 per share,
our common stock is considered a "penny stock," and trading in our common stock
is subject to the requirements of Rule 15g-9 under the Securities Exchange Act
of 1934. Under this rule, broker/dealers who recommend low-priced securities to
persons other than established customers and accredited investors must satisfy
special sales practice requirements. The broker/dealer must make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to the transaction.

         SEC regulations also require additional disclosure in connection with
any trades involving a "penny stock," including the delivery, prior to any penny
stock transaction, of a disclosure schedule explaining the penny stock market
and its associated risks. These requirements severely limit the liquidity of
securities in the secondary market because few broker or dealers are likely to
undertake these compliance activities. In addition to the applicability of the
penny stock rules, other risks associated with trading in penny stocks could
also be price fluctuations and the lack of a liquid market.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS WHICH MAY AFFECT US. MOREOVER, WE CANNOT
PREDICT WHETHER WE WILL SUCCESSFULLY EFFECTUATE OUR CURRENT BUSINESS PLAN. EACH
PROSPECTIVE PURCHASER IS ENCOURAGED TO CAREFULLY ANALYZE THE RISKS AND MERITS OF
AN INVESTMENT IN THE SHARES AND SHOULD TAKE INTO CONSIDERATION WHEN MAKING SUCH
ANALYSIS, AMONG OTHERS, THE RISK FACTORS DISCUSSED ABOVE.
DIRECTVIEW, INC.
                    2004 STOCK COMPENSATION PLAN (AS AMENDED)

INTRODUCTION

         The following descriptions summarize certain provisions of our
DirectView, Inc. 2004 Stock Compensation Plan. This summary is not complete and
is qualified by reference to the full text of the Plan. A copy of the Plan has
been filed as an exhibit to the registration statement of which this prospectus
is a part. Each person receiving a Plan option or stock award under the Plan
should read the Plan in its entirety.

         On May 1, 2004, our Board of Directors authorized, and holders of a
majority of our outstanding common stock approved and adopted, the Plan covering
20,000,000 shares of common stock. As of May 10, 2004, no options and no
restricted stock grants had been granted or issued under the Plan. On February
10, 2006, our Board of Directors increased the number of shares available for
issuance under the Plan by 20,000,000 shares up to 40,000,000 shares.

         The purpose of the Plan is to encourage stock ownership by our
officers, directors, key employees and consultants, and to give such persons a
greater personal interest in the success of our business and an added incentive
to continue to advance and contribute to us. Our Board of Directors, or a
committee of the Board, will administer the Plan including, without limitation,
the selection of the persons who will be awarded stock grants and granted
options, the type of options to be granted, the number of shares subject to each
Option and the exercise price.

         Plan options may either be options qualifying as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended, or
non-qualified options. In addition, the Plan allows for the inclusion of a
reload option provision, which permits an eligible person to pay the exercise
price of the option with shares of common stock owned by the eligible person and
receive a new option to purchase shares of common stock equal in number to the
tendered shares. Furthermore, compensatory stock amounts may also be issued. Any
incentive option granted under the Plan must provide for an exercise price of
not less than 100% of the fair market value of the underlying shares on the date
of grant, but the exercise price of any incentive option granted to an eligible
employee owning more than 10% of our outstanding common stock must not be less
than 110% of fair market value on the date of the grant. The term of each Plan
option and the manner in which it may be exercised is determined by the Board of
Directors or the committee, provided that no option may be exercisable more than
ten years after the date of its grant and, in the case of an incentive option
granted to an eligible employee owning more than 10% of the common stock, no
more than five years after the date of the grant.

ELIGIBILITY

         Our officers, directors, key employees and consultants are eligible to
receive stock grants and non-qualified options under the Plan. Only our
employees are eligible to receive incentive options.

ADMINISTRATION

         The Plan will be administered by our Board of Directors or an
underlying committee (the "Committee"). The Board of Directors or the Committee
determines from time to time those of our officers, directors, key employees and
consultants to whom stock grants or Plan options are to be granted, the terms
and provisions of the respective option agreements, the time or times at which
such options shall be granted, the type of options to be granted, the dates such
Plan options become exercisable, the number of shares subject to each option,
the purchase price of such shares and the form of payment of such purchase
price. All other questions relating to the administration of the Plan, and the
interpretation of the provisions thereof and of the related option agreements,
are resolved by the Board or Committee.
THE SHARES SUBJECT TO AWARDS

         We have currently reserved 20,000,000 of our authorized but unissued
shares of common stock for issuance under the Plan, and a maximum of 20,000,000
shares may be issued, unless the Plan is subsequently amended (subject to
adjustment in the event of certain changes in our capitalization), without
further action by our Board of Directors and shareholders, as required. Subject
to the limitation on the aggregate number of shares issuable under the Plan,
there is no maximum or minimum number of shares as to which a stock grant or
Plan option may be granted to any person. Shares used for stock grants and Plan
options may be authorized and unissued shares or shares reacquired by us,
including shares purchased in the open market. Shares covered by Plan options
which terminate unexercised will again become available for grant as additional
options, without decreasing the maximum number of shares issuable under the
Plan, although such shares may also be used by us for other purposes.

         The Plan provides that, if our outstanding shares are increased,
decreased, exchanged or otherwise adjusted due to a share dividend, forward or
reverse share split, recapitalization, reorganization, merger, consolidation,
combination or exchange of shares, an appropriate and proportionate adjustment
shall be made in the number or kind of shares subject to the Plan or subject to
unexercised options and in the purchase price per share under such options. Any
adjustment, however, does not change the total purchase price payable for the
shares subject to outstanding options. In the event of our proposed dissolution
or liquidation, a proposed sale of all or substantially all of our assets, a
merger or tender offer for our shares of common stock, the Board of Directors
may declare that each option granted under the Plan shall terminate as of a date
to be fixed by the Board of Directors; provided that not less than 30 days
written notice of the date so fixed shall be given to each participant holding
an option, and each such participant shall have the right, during the period of
30 days preceding such termination, to exercise the participant's option, in
whole or in part, including as to options not otherwise exercisable.

TERMS OF EXERCISE

         The Plan provides that the options granted thereunder shall be
exercisable from time to time in whole or in part, unless otherwise specified by
the Committee or by the Board of Directors.

         The Plan provides that, with respect to incentive stock options, the
aggregate fair market value (determined as of the time the option is granted) of
the shares of common stock, with respect to which incentive stock options are
first exercisable by any option holder during any calendar year shall not exceed
$100,000.

EXERCISE PRICE

         The purchase price for shares subject to incentive stock options must
be at least 100% of the fair market value of our common stock on the date the
option is granted, except that the purchase price must be at least 110% of the
fair market value in the case of an incentive option granted to a person who is
a "10% stockholder." A "10% stockholder" is a person who owns (within the
meaning of Section 422(b)(6) of the Internal Revenue Code of 1986) at the time
the incentive option is granted, shares possessing more than 10% of the total
combined voting power of all classes of our outstanding shares. The Plan
provides that fair market value shall be determined by the Board or the
Committee in accordance with procedures which it may from time to time
establish. If the purchase price is paid with consideration other than cash, the
Board or the Committee shall determine the fair value of such consideration to
us in monetary terms.

         The exercise price of non-qualified options shall be determined by the
Board of Directors or the Committee, but shall not be less than the par value of
our common stock on the date the option is granted. The per share purchase price
of shares issuable upon exercise of a Plan option may be adjusted in the event
of certain changes in our capitalization, but no such adjustment shall change
the total purchase price payable upon the exercise in full of options granted
under the Plan.
MANNER OF EXERCISE

         Plan options are exercisable by delivery of written notice to us
stating the number of shares with respect to which the option is being
exercised, together with full payment of the purchase price therefor. Payment
shall be in cash, checks, certified or bank cashier's checks, promissory notes
secured by the shares issued through exercise of the related options, shares of
common stock or in such other form or combination of forms which shall be
acceptable to the Board of Directors or the Committee, provided that any loan or
guarantee by us of the purchase price may only be made upon resolution of the
Board or Committee that such loan or guarantee is reasonably expected to benefit
us.

OPTION PERIOD

         All incentive stock options shall expire on or before the tenth
anniversary of the date the option is granted except as limited above. However,
in the case of incentive stock options granted to an eligible employee owning
more than 10% of the common stock, these options will expire no later than five
years after the date of the grant. Non-qualified options shall expire ten years
and one day from the date of grant unless otherwise provided under the terms of
the option grant.

TERMINATION

         All Plan options are nonassignable and nontransferable, except by will
or by the laws of descent and distribution, and during the lifetime of the
optionee, may be exercised only by such optionee. If an optionee shall die (a)
while our employee or (b) within three months after termination of employment by
us because of disability, or retirement or otherwise, such options may be
exercised, to the extent that the optionee shall have been entitled to do so on
the date of death or termination of employment, by the person or persons to whom
the optionee's right under the option pass by will or applicable law, or if no
such person has such right, by his executors or administrators.

         In the event of termination of employment because of death while an
employee or because of disability, the optionee's options may be exercised not
later than the expiration date specified in the option or one year after the
optionee's death, whichever date is earlier, or in the event of termination of
employment because of retirement or otherwise, not later than the expiration
date specified in the option or one year after the optionee's death, whichever
date is earlier.

         If an optionee's employment by us terminates because of disability and
such optionee has not died within the following three months, the options may be
exercised, to the extent that the optionee shall have been entitled to do so at
the date of the termination of employment, at any time, or from time to time,
but not later than the expiration date specified in the option or one year after
termination of employment, whichever date is earlier.

         If an optionee's employment shall terminate for any reason other than
death or disability, optionee may exercise the options to the same extent that
the options were exercisable on the date of termination, for up to three months
following such termination, or on or before the expiration date of the options,
whichever occurs first. In the event that the optionee was not entitled to
exercise the options at the date of termination or if the optionee does not
exercise such options (which were then exercisable) within the time specified
herein, the options shall terminate.

         If an optionee's employment shall terminate for any reason other than
death, disability or retirement, all right to exercise the option shall
terminate not later than 90 days following the date of such termination of
employment.
MODIFICATION AND TERMINATION OF PLANS

         The Board of Directors or Committee may amend, suspend or terminate the
Plan at any time. However, no such action may prejudice the rights of any holder
of a stock grant or optionee who has prior thereto been granted options under
the Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the aggregate number of shares subject to this Plan (except for
adjustments due to changes in our capitalization), or (b) changing the
definition of "Eligible Person" under the Plan, may be effective unless and
until approved by our shareholders in the same manner as approval of this Plan
is required. Any such termination of the Plan shall not affect the validity of
any stock grants or options previously granted thereunder. Unless the Plan shall
theretofore have been suspended or terminated by the Board of Directors, the
Plan shall terminate on February 10, 2016.

FEDERAL INCOME TAX EFFECTS

         The following discussion applies to the Plan and is based on federal
income tax laws and regulations in effect on September 30, 2005. It does not
purport to be a complete description of the federal income tax consequences of
the Plan, nor does it describe the consequences of state, local or foreign tax
laws which may be applicable. Accordingly, any person receiving a grant under
the Plan should consult with his own tax adviser.

         The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974 and is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

         An employee granted an incentive stock option does not recognize
taxable income either at the date of grant or at the date of its timely
exercise. However, the excess of the fair market value of common stock received
upon exercise of the incentive stock option over the exercise price is an item
of tax preference under Section 57(a)(3) of the Code and may be subject to the
alternative minimum tax imposed by Section 55 of the Code. Upon disposition of
stock acquired on exercise of an incentive stock option, long-term capital gain
or loss is recognized in an amount equal to the difference between the sales
price and the incentive option exercise price, provided that the option holder
has not disposed of the stock within two years from the date of grant and within
one year from the date of exercise. If the incentive option holder disposes of
the acquired stock (including the transfer of acquired stock in payment of the
exercise price of an incentive stock option) without complying with both of
these holding period requirements ("Disqualifying Disposition"), the option
holder will recognize ordinary income at the time of such Disqualifying
Disposition to the extent of the difference between the exercise price and the
lesser of the fair market value of the stock on the date the incentive option is
exercised (the value six months after the date of exercise may govern in the
case of an employee whose sale of stock at a profit could subject him to suit
under Section 16(b) of the Securities Exchange Act of 1934) or the amount
realized on such Disqualifying Disposition. Any remaining gain or loss is
treated as a short-term or long-term capital gain or loss, depending on how long
the shares are held. In the event of a Disqualifying Disposition, the incentive
stock option tax preference described above may not apply (although, where the
Disqualifying Disposition occurs subsequent to the year the incentive stock
option is exercised, it may be necessary for the employee to amend his return to
eliminate the tax preference item previously reported). We are not entitled to a
tax deduction upon either exercise of an incentive option or disposition of
stock acquired pursuant to such an exercise, except to the extent that the
option holder recognized ordinary income in a Disqualifying Disposition.

         If the holder of an incentive stock option pays the exercise price, in
full or in part, with shares of previously acquired common stock, the exchange
should not affect the incentive stock option tax treatment of the exercise. No
gain or loss should be recognized on the exchange, and the shares received by
the employee, equal in number to the previously acquired shares exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously acquired shares. The employee will not, however, be
able to utilize the old holding period for the purpose of satisfying the
incentive stock option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding period which commences as of the date the common stock is issued to
the employee upon exercise of the incentive option. If an exercise is effected
using shares previously acquired through the exercise of an incentive stock
option, the exchange of the previously acquired shares will be considered a
disposition of such shares for the purpose of determining whether a
Disqualifying Disposition has occurred.

         In respect to the holder of non-qualified options, the option holder
does not recognize taxable income on the date of the grant of the non-qualified
option, but recognizes ordinary income generally at the date of exercise in the
amount of the difference between the option exercise price and the fair market
value of the common stock on the date of exercise. However, if the holder of
non-qualified options is subject to the restrictions on resale of common stock
under Section 16 of the Securities Exchange Act of 1944, such person generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the difference between the option exercise price
and the fair market value of the common stock at the end of the six-month
period. Nevertheless, such holder may elect within 30 days after the date of
exercise to recognize ordinary income as of the date of exercise. The amount of
ordinary income recognized by the option holder is deductible by us in the year
that income is recognized.

         In connection with the issuance of stock grants as compensation, the
recipient must include in gross income the excess of the fair market value of
the property received over the amount, if any, paid for the property in the
first taxable year in which beneficial interest in the property either is
"transferable" or is not subject to a "substantial risk of forfeiture." A
substantial risk of forfeiture exists where rights and property that have been
transferred are conditioned, directly or indirectly, upon the future performance
(or refraining from performance) of substantial services by any person, or the
occurrence of a condition related to the purpose of the transfer, and the
possibility of forfeiture is substantial if such condition is not satisfied.
Stock grants received by a person who is subject to the short swing profit
recovery rule of Section 16(b) of the Securities Exchange Act of 1934 is
considered subject to a substantial risk of forfeiture so long as the sale of
such property at a profit could subject the stockholder to suit under that
section. The rights of the recipient are treated as transferable if and when the
recipient can sell, assign, pledge or otherwise transfer any interest in the
stock grant to any person. Inasmuch as the recipient would not be subject to the
short swing profit recovery rule of Section 16(b) of the Securities Exchange Act
of 1934 and the stock grant, upon receipt following satisfaction of condition
prerequisites to receipt, will be presently transferable and not subject to a
substantial risk of forfeiture, the recipient would be obligated to include in
gross income the fair market value of the stock grant received once the
conditions to receipt of the stock grant are satisfied.

RESTRICTIONS UNDER SECURITIES LAWS

         The sale of all shares issued under the Plan must be made in compliance
with federal and state securities laws. Our officers, directors and 10% or
greater shareholders, as well as certain other persons or parties who may be
deemed to be "affiliates" of ours under federal securities laws, should be aware
that resales by affiliates can only be made pursuant to an effective
registration statement, Rule 144 or other applicable exemption. Our officers,
directors and 10% and greater stockholders may also become subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                              SELLING SHAREHOLDERS

         As of the date of this prospectus, the names of our affiliates who have
received shares or options under our Plan, and who may desire to sell their
shares under this prospectus, are reflected below. These persons will be members
of our Board of Directors and/or officers of DirectView. In addition, other
options or stock grants may be made to affiliates which we are not able to
identify at this time. Before any of our affiliates sell any of his or her
shares received under the Plan, we will supplement this prospectus with the
required information regarding the names of the persons selling, the total
number of shares owned by these persons and the number of shares proposed to be
sold under this prospectus. Included among the options and restricted stock now
covered under our Plan will be the following awards to executives and/or
directors of DirectView:

                                                    Number
              Name                                 of Shares

              Jeff Robbins                         2,500,000
              Michele Ralston                      2,500,000
              Roger Ralston                       10,000,000

                              PLAN OF DISTRIBUTION

         The information under this heading includes resales of shares covered
by this prospectus by persons who are our "affiliates" as that term in defined
under federal securities laws.

         The shares covered by this prospectus may be resold and distributed
from time to time by the selling security holders in one or more transactions,
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more broker-dealers for resale of these shares as
principals, at market prices existing at the time of sale, at prices related to
existing market prices, through Rule 144 transactions or at negotiated prices.
Usual and customary or specifically negotiated brokerage fees or commissions may
be paid by the selling security holders in connection with sales of securities.

         The selling security holders may sell shares in one or more of the
following methods, which may include crosses or block transactions:

                -       through the "pink sheets", on the over-the-counter
                        Bulletin Board, or on such exchanges or over-the-counter
                        markets on which our shares may be listed from
                        time-to-time, in transactions which may include special
                        offerings, exchange distributions and/or secondary
                        distributions, pursuant to and in accordance with the
                        rules of such exchanges;

                -       in transactions other than on such exchanges or in the
                        over-the-counter market, or a combination of such
                        transactions, including sales through brokers, acting as
                        principal or agent, sales in privately negotiated
                        transactions, or dispositions for value, subject to
                        rules relating to sales by affiliates; or

                -       through the writing of options on our shares, whether or
                        not such options are listed on an exchange, or other
                        transactions requiring delivery of our shares, or the
                        delivery of our shares to close out a short position.

         Any such transactions may be effected at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

         In making sales, brokers or dealers used by the selling security
holders may arrange for other brokers or dealers to participate. The selling
security holders who are affiliates of Genesis and others through whom such
securities are sold may be "underwriters" within the meaning of the Securities
Act for the securities offered, and any profits realized or commission received
may be considered underwriting compensation. Information as to whether an
underwriter(s) who may be selected by the selling security holders, or any other
broker-dealer, is acting as principal or agent for the selling security holders,
the compensation to be received by underwriters who may be selected by the
selling security holders, or any broker-dealer, acting as principal or agent for
the selling security holders and the compensation to be received by other
broker-dealers, in the event the compensation of other broker-dealers is in
excess of usual and customary commissions, will, to the extent required, be set
forth in a supplement to this prospectus. Any dealer or broker participating in
any distribution of the shares may be required to deliver a copy of this
prospectus, including the supplement, if any, to any person who purchases any of
the shares from or through a dealer or broker.

         We have advised the selling security holders that, at the time a resale
of the shares is made by or on behalf of a selling security holder, a copy of
this prospectus is to be delivered.

         We have also advised the selling security holders that during the time
as they may be engaged in a distribution of the shares included herein they are
required to comply with Regulation M of the Exchange Act. With certain
exceptions, Regulation M precludes any selling security holders, any affiliated
purchasers and any broker-dealer or other person who participates in the
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security which is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchase made in order to stabilize the price of a security in connection
with the distribution of that security.

         Sales of securities by the selling security holders and us, or even the
potential of these sales, may have an adverse effect on the market price for
shares of our common stock.

                            DESCRIPTION OF SECURITIES

GENERAL

         The following description of our capital stock and provisions of our
Articles of Incorporation is a summary thereof and is qualified by reference to
our Articles of Incorporation, as amended, copies of which have been filed as
exhibits to the registration statement of which this prospectus is a part. Our
authorized capital consists of 2,500,000,000 shares of common stock, par value
$.0001 per share, and 5,000,000 shares of preferred stock, par value $.0001 per
share, of which 100,000 shares have been designated as Series 1 Preferred Stock.
As of December 31, 2005, 538,560,090 shares of common stock and 100,000 shares
of Series 1 Preferred Stock were issued and outstanding. For the purposes of
issued and outstanding shares of our common stock we have excluded the
250,000,000 shares which have been issued and pledged as additional collateral
for the outstanding $1,000,000 principal amount 7% secured convertible
debentures. 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.

COMMON STOCK

         Holders of shares of common stock are entitled to share, on a ratable
basis, such dividends as may be declared by the board of directors out of funds,
legally available therefor. Upon our liquidation, dissolution or winding up,
after payment to creditors, our assets will be divided pro rata on a per share
basis among the holders of our common stock.

         Each share of common stock entitles the holders thereof to one vote.
Holders of common stock do not have cumulative voting rights which means that
the holders of more than 50% of the shares voting for the election of directors
can elect all of the directors if they choose to do so, and, in such event, the
holders of the remaining shares will not be able to elect any directors. Our
By-Laws require that only a majority of our issued and outstanding shares need
be represented to constitute a quorum and to transact business at a
stockholders' meeting. Our common stock has no preemptive, subscription or
conversion rights and is not redeemable by us.
PREFERRED STOCK

         We are authorized to issue 5,000,000 shares of preferred stock having
such designations, rights, preferences, powers and limitations as may be
determined by the board of directors at the time of designation. As of the date
of this prospectus we have designated 100,000 shares of this blank check
preferred stock as Series 1 Preferred Stock with the following rights and
preferences:

        o        each share has a liquidation preference of $.01 per share,

        o        the shares are not convertible into any other security,

        o        each share entitles the holder to 3,000 votes at any meeting of
                 our stockholders and such shares will vote together with our
                 common stockholders,

        o        the shares are not subject to redemption, and

        o        so long as the shares are outstanding we have agreed not to
                 alter or change the rights of the security in a manner which
                 would adversely affect the Series 1 Preferred Stock, create a
                 new class of preferred stock having preference over the Series
                 1 Preferred Stock, or take any action which would result in the
                  taxation of the holder under Section 305 of the Internal
                  Revenue Code.

COMMON STOCK PURCHASE WARRANT

         We have outstanding a common stock purchase warrant to purchase
4,000,000 shares of our common stock at an exercise price of $0.001 per share
which was issued to Highgate House Funds, Ltd. in connection with the sale of
the 7% secured convertible debentures. A description of this warrant is
contained later in this prospectus under "Selling Security Holders."

TRANSFER AGENT AND REGISTRANT

         The transfer agent and registrar for our common stock is Atlas Stock
Transfer, 5899 South State Street, Suite 24, Salt Lake City, Utah 84107. Our
transfer agent may be reached by telephone at (801) 266-7151.

                                     EXPERTS

         The consolidated financial statements of DirectView, Inc. as of
December 31, 2004, and for the year then ended, appearing in our Annual Report
on Form 10-KSB for the year ended December 31, 2004 have been audited by Sherb &
Co., LLP, Certified Public Accountant, as set forth in their report thereon and
are incorporated by reference in reliance upon the authority of such firm as
experts in auditing and accounting.

                                  LEGAL MATTERS

         The validity of the securities offered by this prospectus will be
passed upon for us by Schneider Weinberger & Beilly LLP, 2200 Corporate
Boulevard, N.W., Suite 210, Boca Raton, Florida 33431. Members of Schneider
Weinberger & Beilly LLP and their affiliates beneficially own an aggregate of
3,299,950 shares of our common stock.

                                 INDEMNIFICATION

         The Nevada General Corporation Law allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:

                  (a) the officer or director conducted himself or herself in
                  good faith;

                  (b) his or her conduct was in our best interests, or if the
                  conduct was not in an official capacity, that the conduct was
                  not opposed to our best interests; and

                  (c) in the case of a criminal proceeding, he or she had no
                  reasonable cause to believe that his or her conduct was
                  unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director is found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents listed below are incorporated by reference in the
Registration Statement. All documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part thereof
from the date of filing of such documents.

     - Annual Report on Form 10-KSB for the Year Ended December 31, 2004.

     - Quarterly Report on Form 10-QSB for the Quarter ended March 31, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended June 30, 2005.

     - Quarterly Report on Form 10-QSB for the Quarter ended September 30, 2005.

         All reports and documents filed by us pursuant to Section 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document, which also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this prospectus.

         We hereby undertake to provide without charge to each person, including
any beneficial owner, to whom a copy of the prospectus has been delivered, on
the written request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by reference in this
prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, DirectView, Inc., 7700 West
Camino Real, Suite 200, Boca Raton, Florida 33433.

ITEM 4.  DESCRIPTION OF SECURITIES

         A description of the Registrant's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Nevada General Corporation Law allows us to indemnify each of our
officers and directors who are made a party to a proceeding if:

         (a)      the officer or director conducted himself or herself in good
                  faith;

         (b       his or her conduct was in our best interests, or if the
                  conduct was not in an official capacity, that the conduct
                  was not opposed to our best interests; and

         (c)      in the case of a criminal proceeding, he or she had no
                  reasonable cause to believe that his or her conduct was
                  unlawful.

         We may not indemnify our officers or directors in connection with a
proceeding by or in our right, where the officer or director was adjudged liable
to us, or in any other proceeding, where our officer or director is found to
have derived an improper personal benefit.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Persons eligible to receive grants under the Plan will have an existing
relationship with us and will have access to comprehensive information about us
to enable them to make an informed investment decision. The recipient must
express an investment intent and, in the absence of registration under the Act,
consent to the imprinting of a legend on the securities restricting their
transferability except in compliance with applicable securities laws.

ITEM 8.  EXHIBITS

         5.1      Opinion of Schneider Weinberger & Beilly LLP*

         10.1     Amendment No. 1 to DirectView, Inc. 2004 Stock Compensation
                  Plan*

         23.1     Consent of Independent Certified Public Accountants*

         23.2     Consent of Schneider Weinberger & Beilly LLP (included in
                  Exhibit 5.1)

*Filed herewith.

ITEM 9.  UNDERTAKINGS

            (1)       To file,  during any period in which  offers or sales
                      are being made, a post-effective amendment to this
                      registration statement:

                (a)  To include any  prospectus  required by section  10(a)(3)
                     of the Securities  Act of 1933;

                (b)  To  reflect  in the  prospectus  any  facts or  events
                     arising  after  the  effective  date  of  the  registration
                     statement  (or  the  most  recent post-effective amendment
                     thereof) which,  individually or in the aggregate,
                     represent  a  fundamental  change  in  the  information
                     set  forth  in the registration  statement. Notwithstanding
                     the  foregoing,  any increase or decrease  in volume of
                     securities  offered (if the total  dollar  value of
                     securities  offered  would not exceed  that which was
                     registered)  and any deviation from the low or high end of
                     the estimated  maximum offering range may be  reflected in
                     the form of  prospectus  filed  with  the  Commission
                     pursuant  to Rule  424(b) if, in the  aggregate,  the
                     changes in volume and price represent no more than a 20%
                     change in the maximum aggregate offering  price set forth
                     in the  "Calculation  of  Registration  Fee"  table in the
                     effective registration statement;

               (c)   To include any material information with respect to
                     the plan of distribution not previously disclosed in
                     the registration statement or any material change to
                     such information in the registration statement;

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 against such liabilities (other than the payment by the
registrant in the successful defense of an action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its
counsel, the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, on February 14, 2006.

                                                     DIRECTVIEW, INC.

                                                    By: /s/ Jeffrey Robbins
                                                      --------------------------
                                                      Michael Perry
                                                      President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                       Title                                 Date
--------------            --------------------------        --------------------

/s/ Jeffrey Robbins        President, Director and
--------------------       Principal Executive Officer        February 14, 2006
Jeffrey Robbins

                           Chairman of the Board,
/s/ Michele Ralston        Secretary, Treasurer, Acting
-------------------        Principal Accounting Officer
Michele Ralston            (Acting Chief Financial Officer)   February 14, 2006