UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~Securities~~PURSUANT ~~Exchange~~TO ~~Act~~SECTION of13 ~~1934~~OR 15(d) OF THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): July 8, 2020 (June 30, 2020)~~1934

Date of Report (Date of Earliest Event Reported): July 21, 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~~No.)

301 Yamato Road., Suite 1240

301 Yamoto Road, Suite 1240, Boca Raton, FL		33431
(Address of principal executive offices)		(Zip Code)

~~Boca~~(561) ~~Raton, FL 33431~~886-0219

(Address of principal executive offices)

(561) 293-3726

(Registrant’s telephone number, including area code)

(Former name if changed since last report)

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~~ITEM 54.0201 ~~Departure~~CHANGES ofIN ~~Directors~~REGISTRANT’S orCERTIFYING ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~ACCOUNTANT.

~~On June 30, 2020, the Board of Directors~~ (~~the “Board”~~a) ofDismissal ~~DirectView Holdings, Inc. (the “Company”) appointed Mark D. Harris to the roles~~ of ~~President~~Assurance and Chief Operating Officer, effective June 30, 2020. Mr. Harris will perform the services and duties that are normally and customarily associated with the President and Chief Operating Officer positions, as well as other duties as the Board reasonably determines.Dimension

~~Mark~~On D.July ~~Harris~~21, 542020, ~~currently~~the ~~serves~~Board ~~as President and Chief Revenue Officer~~ of ~~Virtual~~Directors ~~Surveillance, LLC and ApexCCCTV, LLC, both wholly owned subsidiaries~~ of ~~the~~DirectView ~~Company. From 2008 to 2015~~Holdings, MrInc. ~~Harris~~(the ~~joined~~“Registrant” ~~Convergys~~or ~~Corporation as Senior Vice President, Global Technology Services, where he led service and support functions for~~ the ~~Convergys Interaction Technology division. In 2015, Mark acquired two companies: Virtual Surveillance, LLC (“Virtual Surveillance~~‘Company”) dismissed ~~and~~Assurance ~~ApexCCTV,~~Dimensions ~~LLC~~ (“~~ApexCCTV~~AD”)~~. Virtual~~ ~~Surveillance, an integrator of security products and low voltage technology such~~ as ~~security cameras, access control, structure cabling, WiFi and A/V, enables~~ its ~~clients~~independent toregistered ~~cost-effectively~~public ~~have~~accounting ~~a single vendor that can provide services across their geographically dispersed locations~~firm. ApexCCTV is an e-commerce site that specializes in security technology. Mark served as owner and President of both Virtual Surveillance and ApexCCTV until 2017 when both companies were purchased by the Company, where he continued to serve as President and then most recently as Chief Revenue Officer of both Virtual Surveillance and ApexCCTV.

~~There~~The ~~are~~report noof ~~arrangements~~AD oron ~~understandings~~the ~~between~~Company’s ~~Mr.~~financial ~~Harris~~statements for the fiscal years ended December 31, 2018 and 2017 did not contain any ~~other~~adverse ~~persons~~opinion ~~pursuant~~or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles. The report did include an explanatory paragraph about the uncertainty as to the Registrant’s ability to continue as a going concern. During the period of AD’s engagement as the Company’s independent registered public accounting firm through July 21, 2020 (the “Engagement Period”), there were no disagreements as defined in Item 304 of Regulation S-K with AD on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, heif ~~was~~not ~~appointed~~resolved to the satisfaction of AD, would have caused it to make reference in connection with any opinion to the subject matter of the disagreement. Further, during the Engagement Period, there were no reportable events (as ~~President~~defined ~~and~~in ~~Chief~~Item ~~Operating~~304(a)(1)(v) ~~Officer~~of Regulation S-K).

~~There~~The ~~are~~Registrant nohas ~~family~~provided ~~relationships~~AD ~~between~~with ~~any~~a copy of this Report prior to its filing with the ~~Company’s~~SEC ~~directors~~and requested AD to furnish the Registrant with a letter addressed to the SEC, stating whether or ~~officers~~not ~~and~~it ~~Mr.~~agrees ~~Harris~~with the statements made above. ~~There~~A ~~are~~copy noof ~~related~~AD’s ~~party~~letter ~~transactions~~dated ~~involving~~July ~~Mr.~~21, ~~Harris~~2020, ~~reportable~~confirming ~~under~~its agreement with the disclosures in this Item ~~404(a)~~401 ofis ~~Regulation~~attached Sas Exhibit 16.1 to this Form 8-K.

(b)

Engagement of MaloneBailey, LLP (“MaloneBailey”)

On July 21, 2020, the Board of Directors appointed MaloneBailey, LLP (“MaloneBailey”), an independent registered public accounting firm which is registered with, and governed by the rules of, the Public Company Accounting Oversight Board, as our independent registered public accounting firm. During our two most recent fiscal years through December 31, 2018, neither us nor anyone on our behalf consulted MaloneBailey regarding either (1) the application of accounting principles to a specified transaction regarding us, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable

(b) Pro forma financial information.

Not applicable

(c) Shell company transactions.

Not applicable

(d) Exhibits

Exhibit

No.

Description of Exhibit

16.1

Letter from Assurance Dimensions

SIGNATURES

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

	DIRECTVIEW HOLDINGS, INC.
	PROBILITY MEDIA CORPORATION
Date: July 8, 2020		/s/ Gerry Czarnecki
Dated: July 22, 2020	By:	/s/ Gerald Czarnecki
	Name:	~~Gerry~~Gerald Czarnecki
	Title:	Chief Executive Officer

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