UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 247, 2020 (~~January~~February 173, 2020)

DIRECTVIEW HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-53741

04-3053538

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

21218 Saint Andrews Blvd., Suite 323

Boca Raton, FL 33433

(Address of principal executive offices)

(561) 750-9777

(Registrant’s telephone number, including area code)

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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under 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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		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. [ ]

Item 1.01 Entry into a Material Definitive Agreement.

On ~~January~~February 173, 2020, the Board of Directors of DirectView Holdings, Inc., a Nevada corporation (the “Company”), ~~issued~~approved a ~~two~~consulting ~~demand~~agreement ~~promissory notes~~ (the “~~Notes~~Consulting Agreement”~~) to~~ ~~certain~~or ~~debt holders~~“Agreement”), ~~with~~dated anJanuary ~~aggregate principal amount of $250~~1,~~000.~~ ~~The~~2020 ~~Notes~~between ~~accrue interest at~~ the ~~rate of 18% per annum,~~ ~~payable~~Company inand ~~cash~~Vine onAdvisors ~~the~~LLP ~~earlier~~(“Vine”) ofwhere ~~December 17, 2020, together with accrued interest. A minimum of six-months of interest is guaranteed. Each holder of~~ the ~~Notes~~Company ~~may~~retained ~~demand~~Vine ~~repayment~~to ofprovide ~~its Note~~CFO ~~at any time~~advisory, inoutsourced ~~whole or in part~~accounting, and ~~upon~~financial ~~three~~reporting ~~business~~services ~~days~~(“Professional ~~prior written notice, without penalty~~Services”).

IfIn aconnection ~~Note~~with isthe ~~repaid~~Consulting ~~(i)~~Agreement, ~~prior~~Vine agreed to 91participate ~~calendar~~in ~~days from~~ the ~~date~~management of ~~issuance,~~ the Company iswith ~~required~~Steven toM. ~~repay~~Plumb ~~one~~servicing as ~~hundred~~Chief ~~and~~Financial ~~nine percent~~Officer ~~(109%)~~in ofconsideration for the ~~aggregate~~Company’s ~~principal~~agreement ~~balance~~to ~~and~~pay ~~interest~~Vine ~~due~~for on the ~~Note~~Professional ~~outstanding~~Services asrendered under of the ~~date~~Agreement ofbased ~~repayment~~on ~~(ii)~~Vine’s ~~between 91-120~~standard ~~calendar~~firm ~~days~~billing ~~from~~rates. ~~the~~The ~~date~~term of ~~issuance,~~ the ~~Company~~Consulting Agreement is ~~required~~three ~~to repay one hundred and fifteen percent~~ (~~115%~~3) ~~of the~~months. ~~aggregate~~Unless ~~principal~~canceled ~~balance~~by ~~and~~either ~~interest~~party ~~due~~by onwritten ~~the~~notice ~~Note~~ten ~~outstanding as of the date of repayment~~ (~~iii~~10) ~~121 calendar~~ days orprior ~~more from~~to the ~~date~~end of ~~issuance,~~any ~~the~~term ~~Company is required to repay one hundred and twenty-four percent (124%)~~ of the ~~aggregate~~Agreement, ~~principal balance and interest due on~~ the ~~Note~~Agreement ~~outstanding~~will automatically asrenew offor ~~the~~successive ~~date~~three of(3) ~~repayment~~month periods.

InThe ~~addition,~~foregoing description of the ~~Notes~~Consulting ~~provide~~Agreement ~~that~~is ~~all~~qualified ~~accrued~~in ~~and~~its ~~unpaid~~entirety ~~interest~~by ~~thereon~~reference ~~may~~to bethe ~~converted~~full ~~into~~text of the ~~Company’s~~Consulting Agreement, ~~next~~a ~~equity or~~form ~~debt~~of ~~securities~~which ~~offering~~is onattached aas ~~dollar-for-dollar~~Exhibit ~~basis~~10.1 onto ~~such~~this ~~subscription~~Current ~~terms~~Report on Form 8-K, and ~~conditions~~which asis ~~provided~~incorporated ~~for~~herein in its ~~such~~entirety ~~offering~~by reference.

~~Upon~~Item ~~the~~5.02 ~~occurrence~~Departure of anDirectors ~~event~~or ofCertain ~~default~~Officers; ~~under~~Election ~~the Notes, the Company must repay to the Note holders a default penalty equal to two percent (2%)~~ of ~~the~~Directors; ~~face~~Appointment ~~amount~~ of ~~such~~Certain ~~Notes~~Officers; ~~per~~Compensatory ~~month during the period of default, in addition to the payment of all other~~Arrangements ~~amounts, costs, fees and expenses due in respect~~ of ~~the~~Certain ~~Notes~~Officers.

~~Item~~(d) ~~2.03~~Election ~~Creation~~ of ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Director

AsEmmit ~~disclosed above under Item 1~~J.~~01,~~ ~~the~~McHenry ~~Company issued the Notes on January 17, 2020. The information disclosed above under Item 1.01 is incorporated herein by reference.~~

~~Item~~On 5February 3, 2020, the board of directors (the “Board”) of the Company appointed Emmit J.03 ~~Amendments~~McHenry toas ~~Articles~~a member of ~~Incorporation~~the Board, effective February 3, 2020. Mr. McHenry will hold office until his successor is elected and qualified or ~~Bylaws;~~until ~~Change~~he is removed from office in ~~Fiscal~~accordance ~~Year~~with the Company’s bylaws. It has not been determined whether Mr. McHenry will be named to any Board committees.

OnThere ~~January~~are ~~24,~~no ~~2020,~~arrangements ~~the~~or ~~Company~~understandings ~~filed~~between ~~its~~Mr. ~~Amended~~McHenry and ~~Restated~~any ~~Certificate~~other ofpersons ~~Designation~~pursuant of Preferences, Rights and Limitations of Series B 10% Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to ~~its Series~~which Bhe ~~10%~~was ~~Convertible~~appointed ~~Preferred Stock (the “Preferred Stock”). A copy of the Certificate of Designation is included~~ as ~~Exhibit~~a ~~3.1 to this Current Report on Form 8-K. The Company received an investment of $50,000 from its Chief Executive Officer~~member ~~in connection with the issuance~~ of the ~~Preferred Stock~~Board.

Mr. McHenry and the Company entered into an invitation letter, dated February 3, 2020, in connection with Mr. McHenry’s appointment (the “McHenry Invitation Letter”). Pursuant to the terms of the McHenry Invitation Letter, Mr. McHenry agreed to make himself available on an as-needed basis for Board meetings by conference call, to execute written consents, and for such other related matters as the Company may reasonably request. The Company and Mr. McHenry agreed to discuss compensation for Board service at a future date.

There are no family relationships between any of the Company’s directors or officers and Mr. McHenry. There are no related party transactions involving Mr. McHenry that are reportable under Item 404(a) of Regulation S-K.

Judith Muhlberg

Also on February 3, 2020, the Board appointed Judith Muhlberg as a member of the Board, effective February 3, 2020. Ms. Muhlberg will hold office until her successor is elected and qualified or until she is removed from office in accordance with the Company’s bylaws. It has not been determined whether Ms. Muhlberg will be named to any Board committees.

There are no arrangements or understandings between Ms. Muhlberg and any other persons pursuant to which she was appointed as a member of the Board.

Ms. Muhlberg and the Company entered into an invitation letter, dated February 3, 2020, in connection with Ms. Muhlberg’s appointment (the “Muhlberg Invitation Letter”). Pursuant to the terms of the Muhlberg Invitation Letter, Ms. Muhlberg agreed to make herself available on an as-needed basis for Board meetings by conference call, to execute written consents, and for such other related matters as the Company may reasonably request. The Company and Ms. Muhlberg agreed to discuss compensation for Board service at a future date.

There are no family relationships between any of the Company’s directors or officers and Ms. Muhlberg. There are no related party transactions involving Ms. Muhlberg that are reportable under Item 404(a) of Regulation S-K.

(c) Election of Officer

Steven M. Plumb

On February 3, 2020, the Board appointed Steven M. Plumb to the role of Chief Financial Officer, effective February 3, 2020. Mr. Plumb will perform the services and duties that are normally and customarily associated with the Chief Financial Officer position, as well as other duties as the Board reasonably determines.

Steven M. Plumb CPA, 60, has been the Chief Financial Officer of CorVitals of Texas, Inc., a private medical device company, since December 2018. He has served as the Chief Financial Officer of Yippy, Inc. (YIPI) from January 2010 to present. From May 2013 through February 2019, Mr. Plumb was the Chief Financial Officer of ProBility Media Corp. Prior to serving in such executive roles, Mr. Sullivan held executive, auditor, directorship, consulting and/or ownership positions at Bering Exploration, Inc., Complexa, Inc., ADB International Group, Inc., Galaxy Media & Marketing Corp, Oncolin Therapeutics, Inc., Striker Oil & Gas, Inc, HoustonPharma, Inc., Hyperdynamics Corp., ADVENTRX Pharmaceuticals, Inc., Clear Financial Solutions, Inc., PriceWaterhouseCoopers and KPMG. Mr. Plumb has a Bachelor of Business Administration degree from the University of Texas at Austin, Austin, Texas.

A description of the Consulting Agreement between Vine and the Company, pursuant to which Mr. Plumb was appointed an executive officer, is disclosed above in Item 1.01 and is incorporated herein in its entirety by this reference.

There are no family relationships between any of the Company’s directors or officers and Mr. Plumb. There are no related party transactions involving Mr. Plumb reportable under Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B 10% Convertible Preferred Stock
Exhibit 10.1		Form of Consulting Agreement

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 thereunto duly authorized.

	DIRECTVIEW HOLDINGS, INC.
Date: January 24, 2020	/s/ Gerry Czarnecki
Date: February 7, 2020	/s/ Gerry Czarnecki
	Name:	Gerry Czarnecki
	Title:	Chief Executive Officer

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