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): ~~July 21~~ June 27, ~~2020~~2022

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 No.)

301 Yamoto Road, Suite 1240, Boca Raton, FL		33431
651 NW 53rd Street, Suite 125, Boca Raton, FL		33487
(Address of principal executive offices)		(Zip Code)

(561) ~~886~~ 293-~~0219~~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~~☐ Soliciting ~~registered~~material pursuant to ~~Section~~Rule 14a-12~~(b)~~ ofunder the Exchange Act: (17 CFR 240.14a-12)

~~Title~~☐ Pre-commencement communications ofpursuant ~~each~~to ~~class~~Rule ~~Trading Symbol~~14d-2(sb) ~~Name~~under ofthe ~~each~~Exchange ~~exchange~~Act on(17 ~~which~~CFR ~~registered None None None~~240.14d-2(b))

~~Indicate~~☐ Pre-commencement bycommunications ~~check~~pursuant ~~mark~~to ~~whether the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§ 230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act ~~of 1934~~ (§17 CFR 240.~~12b~~13e-~~2 of this chapter~~4(c).)

~~Emerging Growth~~ITEM ~~Company~~4.01 ~~[ ]~~CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

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) Dismissal of ~~the~~MaloneBailey, ~~Exchange~~LLP ~~Act. [ ]~~(“MaloneBailey”)

~~ITEM~~On January 31, 2022, the 4Board of Directors of DirectView Holdings, Inc.01 ~~CHANGES~~(the IN“Registrant” ~~REGISTRANT’S~~or ~~CERTIFYING~~the ~~ACCOUNTANT~~‘Company”) dismissed MaloneBailey as its independent registered public accounting firm.

During the period of MaloneBailey’s engagement as the Company’s independent registered public accounting firm through January 31, 2022 (athe “Engagement Period”), ~~Dismissal~~there were no disagreements as defined in Item 304 of ~~Assurance~~Regulation ~~Dimension~~S-K with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, 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 defined in Item 304(a)(1)(v) of Regulation S-K).

~~On July~~The ~~21,~~Registrant ~~2020,~~has ~~the~~provided MaloneBailey ~~Board~~with ofa ~~Directors~~copy of ~~DirectView~~this ~~Holdings,~~Report ~~Inc.~~prior (to its filing with the “SEC and requested MaloneBailey to furnish the Registrant” with a letter addressed to the SEC, stating whether or not it agrees with the ~~‘Company”) dismissed~~statements ~~Assurance~~made ~~Dimensions~~above. ~~(“AD”)~~A ascopy of MaloneBailey’s letter dated June 27, 2022, confirming its ~~independent~~agreement ~~registered~~with ~~public~~the ~~accounting~~disclosures ~~firm~~in this Item 4.01 is attached as Exhibit 16.1 to this Form 8-K.

~~The report~~(b) ofEngagement ~~AD on the Company’s financial statements for the fiscal years ended December 31, 2018 and 2017 did not contain any adverse opinion or disclaimer~~ of ~~opinion~~WWC, ~~nor was it qualified or modified as to audit scope or accounting principles~~P. ~~The report did include an explanatory paragraph about the uncertainty as to the Registrant’s ability to continue as a going concern~~C. ~~During the period of AD’s engagement as the Company’s independent registered public accounting firm through July 21, 2020~~ (~~the~~ “~~Engagement Period~~WWC”), 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, if not 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 defined in Item 304(a)(1)(v) of Regulation S-K).

~~The~~On February 3, 2022, the ~~Registrant~~Board ~~has~~of ~~provided~~Directors ADappointed ~~with~~WWC, aP.C. ~~copy~~(“WWC”), ofan ~~this~~independent ~~Report~~registered ~~prior~~public toaccounting ~~its~~firm ~~filing~~which is registered with, and governed by the ~~SEC~~rules ~~and~~of, ~~requested~~the ADPublic toCompany ~~furnish~~Accounting ~~the~~Oversight ~~Registrant~~Board, as our independent registered public accounting firm. During ~~with~~our atwo ~~letter~~most ~~addressed~~recent tofiscal ~~the~~years ~~SEC~~through December 31, ~~stating~~2018, ~~whether~~neither orus ~~not~~nor itanyone ~~agrees~~on ~~with~~our ~~the~~behalf ~~statements~~consulted ~~made~~WWC ~~above.~~regarding Aeither ~~copy~~(1) the application of ~~AD’s~~accounting ~~letter dated~~principles ~~July~~to 21a specified transaction regarding us, ~~2020~~either completed or proposed, ~~confirming~~or ~~its~~the ~~agreement~~type ~~with~~of audit opinion that might be rendered on our financial statements; or (2) any matter regarding us that was either the ~~disclosures~~subject of a disagreement (as defined in ~~this~~Item 304(a)(1)(iv) of Regulation S-K and related instructions to Item ~~401~~304 isof ~~attached~~Regulation S-K) or a reportable event (as ~~Exhibit~~defined ~~16.~~in Item 304(a)(1)(v) toof ~~this~~Regulation ~~Form 8~~S-K).

~~(b)~~Item ~~Engagement~~9.01 ofFinancial ~~MaloneBailey,~~Statements ~~LLP~~and ~~(“MaloneBailey”)~~Exhibits

~~On July 21, 2020, the Board of Directors appointed MaloneBailey, LLP~~ (~~“MaloneBailey”~~a), anFinancial 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 abusinesses ~~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)~~acquired.

2Not applicable

~~Item 9.01~~(b) ~~Financial~~Pro ~~Statements~~forma ~~and~~financial ~~Exhibits~~information.

~~(a) Financial~~Not ~~statements of businesses acquired.~~applicable

~~Not applicable~~(c) Shell company transactions.

~~(b) Pro~~Not ~~forma financial information.~~applicable

~~Not applicable~~(d) Exhibits

Exhibit No.		Description of Exhibit
16.1		Letter from MaloneBailey

~~Not applicable~~2

~~(d) Exhibits~~SIGNATURES

Exhibit No.		Description of Exhibit
16.1		Letter from Assurance Dimensions

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 hereunto duly authorized.

	PROBILITY MEDIA CORPORATION

Dated: June 29, 2022	By:	/s/ Gerald Czarnecki
		Name: Gerald Czarnecki
		Title: Chief Executive Officer

~~SIGNATURES~~4

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 hereunto duly authorized.

	PROBILITY MEDIA CORPORATION
Dated: July 22, 2020	By:	/s/ Gerald Czarnecki
	Name:	Gerald Czarnecki
	Title:	Chief Executive Officer

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