AND EXCHANGE COMMISSION
(Amendment No. 1)
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of Report (Date of Earliest Event Reported): July 21, 2020
name of registrant as specified in its charter)
or other jurisdiction
Yamoto Road, Suite 1240, Boca Raton, FL
of principal executive offices)
telephone number, including area code)
name if changed since last report)|
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
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).
Growth Company [ ]
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. [ ]
Amendment No. 1 to the Current Report on Form 8-K filed on July 22, 2020 (the “Original Form 8-K”) amends the
signature line to reflect the correct company name. The company name above the officers signature on the Original Form 8-K was
mistakenly listed as ProBility Media Corporation rather than Direct View Holdings, Inc. No other changes have been made to the
Original Form 8-K.
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
of Assurance Dimension |
July 21, 2020, the Board of Directors of DirectView Holdings, Inc. (the “Registrant” or the ‘Company”)
dismissed Assurance Dimensions (“AD”) as its independent registered public accounting firm.
report of 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, 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, 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).
Registrant has provided AD with a copy of this Report prior to its filing with the SEC and requested AD to furnish the Registrant
with a letter addressed to the SEC, stating whether or not it agrees with the statements made above. A copy of AD’s letter
dated July 21, 2020, confirming its agreement with the disclosures in this Item 401 is attached as Exhibit 16.1 to this Form 8-K.
of MaloneBailey, LLP (“MaloneBailey”) |
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).
9.01 Financial Statements and Exhibits
Financial statements of businesses acquired.
Pro forma financial information.
Shell company transactions.
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.
VIEW HOLDINGS, INC.
July 22, 2020