UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act ~~of 1934~~

Date of Report (Date of earliest event reported): ~~August~~January 82, ~~2022~~2024

~~Direct Investment~~DIRECT ~~Holdings~~INVESTMENT ~~Group~~HOLDINGS ~~Inc~~GROUP, INC. (Exact Name of Registrant as Specified in its Charter)

(Exact name of registrant as specified in its charter)

Nevada	000-11777	95-6799846
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Nevada	000-11777	95-6799846
150 S. Pine Island Rd., Suite 300 Plantation, Florida	33324
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

150 S. Pine Island Rd, Suite 300 Plantation FL	33324
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code

855-456-9782

~~Registrant’s telephone~~N/A ~~number~~(Former name or former address, ~~including~~if ~~area~~changed ~~code~~since ~~(855~~last report) ~~456-9782~~

~~N/A~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

~~(Former name~~¨ orWritten ~~former~~communications ~~address,~~pursuant ifto ~~changed~~Rule ~~since~~425 ~~last~~under ~~report~~the Securities Act (17 CFR 230.425)

~~Check the~~¨ ~~appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any~~ of the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

~~☐ Written~~¨ Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

~~☐ Soliciting~~¨ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~☐ Pre-commencement~~Securities ~~communications~~ registered pursuant to ~~Rule~~Section ~~14d-2~~12(b) ~~under~~ of the ~~Exchange~~ Act ~~(17 CFR 240~~.~~14d-2(b))~~

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 per share	FEPI	None

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, No Par Value FEPI None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐ ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

~~Direct~~Section ~~Investment~~4 ~~Holdings~~– ~~Group,~~Matters ~~Inc~~Related to Accountants and Financial Statements.

Item 84.01 ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

A(a) By letter ~~Note~~dated ~~And~~January ~~Mortgage~~2, in2024, Swalm & Associates (“Swalm”) notified the ~~amount~~President ofand ~~$290,903.00~~Treasurer ~~originally~~and the Chief Financial ~~owed~~Officer toof Direct ~~Mortgage~~Investment ~~Investors~~Holdings Group, Inc., a(the ~~Nevada~~“Company” ~~corporation~~or ~~based~~the on“Issuer” anor ~~April~~“FEPI”) 8,that ~~2022~~effective immediately ~~transaction,~~Swalm was ~~assigned~~ceasing byits ~~instrument~~services ~~dated August~~as 5,independent ~~2022~~registered ~~and~~public ~~recorded~~accountants ~~August~~for 8the Company, ~~2022~~a decision due in part to ~~Direct~~the upcoming ~~Investment~~retirement ~~Holdings~~of ~~Group~~the principal of Swalm, ~~Inc~~Edward S. Swalm, CPA. The notice has the effect of a ~~Nevada~~resignation ~~corporation,~~and ~~which~~advises isthat Swalm will cooperate with the ~~publicly~~Company’s ~~reporting entity~~new ~~filing~~independent ~~this~~registered ~~8-k~~public accountants. ~~The~~Swalm ~~stated~~had ~~consideration~~served as the Company’s independent registered public accounting firm for each of the ~~transfer~~fiscal ~~was~~years ~~$10.00~~ended December 31, 2021 through 2022 Swalm’s report on the Company’s financial statements for the preceding two fiscal years (and ~~other~~all ~~good~~prior years) was not qualified in any respect as to any matter, nor did the opinions contain and ~~valuable~~adverse ~~consideration~~opinion or disclaimer of opinion.

The ~~terms~~Company has provided a copy of ~~the~~this ~~transfer~~disclosure ~~were~~to asSwalm ~~follows:~~to ~~This~~furnish ~~mortgage receivable~~the ~~for~~Company ~~$290,903~~with ~~was~~a ~~purchased~~letter byaddressed to the ~~Company~~Commission instating ~~August~~whether 5,Swalm ~~2022,~~agrees with ~~effective~~the ~~against~~statements ~~third~~made ~~parties~~by ~~with~~the ~~recording~~Company asin ofthis ~~August~~disclosure 8and, ~~2022,~~ ~~for~~if ~~face~~not, ~~value~~stating ~~from~~the ~~Direct~~respects ~~Mortgage~~in ~~Investors,~~which ~~Inc.~~Swalm adoes ~~related~~not ~~party~~agree. The ~~note~~January 2, ~~bears~~2024 ~~interest~~Swalm atresignation ~~4.25%~~letter ~~with~~is aattached ~~30-year~~as ~~term~~an ~~and~~Exhibit ~~the payee~~to isthis ~~not~~Current aReport ~~related~~on ~~party~~Form 8-K.

Section 9. Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this Report:

Exhibit Designation		Description of Exhibit
99.5*		Letter dated January 2, 2024 to the Company from Swalm & Associates, P.C.
101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

* Furnished herewith

SIGNATURES

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

	Direct Investment Holdings Group Inc.
	(Registrant)
Date 08/08/2022	/s/ James Anderson
	(Signature)*
*Print name and title of the signing officer under his signature.	James Anderson, President

Dated: March 1, 2024

	DIRECT INVESTMENT HOLDINGS GROUP INC.


	By:	/s/ R. James Anderson
		R. James Anderson,
		President and Treasurer

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