U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Form
10-Q



Quarterly Report Under

the Securities Exchange Act of 1934



For Quarter Ended: March 31,
2015



Commission File Number: 333-187554



MOTIVATING
THE MASSES, INC.

(Exact name of small
business issuer as specified in its charter)



|Nevada                                         |  | 88-0410660           
|---------------------------------------------- |  | ---------------------
|(State of other jurisdiction of incorporation) |  | (IRS Employer ID No.)



2121 Palomar Airport Road, Suite 300

Carlsbad, California 92011

(Address of principal executive offices)



(760) 931-9400

(Issuer’s Telephone Number)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes x  No  ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x 
No  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filer                       |  ̈ | Accelerated filer         |  ̈
|--------------------------------------------- | - | ------------------------- | -
|                                              |   |                           |  
|Non-accelerated filer                         |  ̈ | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                           |  



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  Yes  ̈ No x



The number of shares of the registrant’s only class of
common stock issued and outstanding as of May 13, 2015, was 15,646,300 shares.

1





TABLE OF CONTENTS



PART I.

FINANCIAL INFORMATION



|         |  |                                                                                                                 |  | Page No. | 
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | -------- | 
|         |  |                                                                                                                 |  |          | 
|Item 1.  |  | Financial Statements                                                                                            |  |          | 
|         |  | Condensed Balance Sheet as of March 31, 2015 (Unaudited) and December 31, 2014 (Audited)                        |  | 3        | 
|         |  | Condensed Statement of Operations for the Three Month Period Ended March 31, 2015 and 2014 (Unaudited)          |  | 4        | 
|         |  | Condensed Statement of Cash Flows for the for the Three Month Periods Ended March 31, 2015 and 2014 (Unaudited) |  | 5        | 
|         |  | Notes to Unaudited Condensed Financial Statements                                                               |  | 6        | 
|Item 2.  |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation.        |  | 13       | 
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk.                                                     |  | 16       | 
|Item 4.  |  | Controls and Procedures.                                                                                        |  | 16       | 
|         |  |                                                                                                                 |  |          | 
|         |  | PART II                                                                                                         |  |          | 
|         |  | OTHER INFORMATION                                                                                               |  |          | 
|         |  |                                                                                                                 |  |          | 
|Item 1.  |  | Legal Proceedings                                                                                               |  | 17       | 
|Item 1A. |  | Risk Factors                                                                                                    |  | 17       | 
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                     |  | 17       | 
|Item 3.  |  | Defaults Upon Senior Securities                                                                                 |  | 17       | 
|Item 4.  |  | Mine Safety Disclosures                                                                                         |  | 17       | 
|Item 5.  |  | Other Information                                                                                               |  | 17       | 
|Item 6.  |  | Exhibits                                                                                                        |  | 17       | 
|         |  | Signatures                                                                                                      |  | 18       | 





2







PART I – FINANCIAL INFORMATION



ITEM 1.	FINANCIAL STATEMENTS



|MOTIVATING THE MASSES, INC
|--------------------------
|CONDENSED BALANCE SHEETS  



|                                                                      |  |             |                       |   |              |  
|--------------------------------------------------------------------- |  | ----------- | --------------------- | - | ------------ | -
|                                                                      |  | (Unaudited) |                       |   | (Audited)    |  
|                                                                      |  | March 31,   |                       |   | December 31, |  
|                                                                      |  | 2015        |                       |   | 2014         |  
|ASSETS                                                                | 
|                                                                      |  |             |                       |   |              |  
|Current Assets:                                                       |  |             |                       |   |              |  
|Cash                                                                  |  | $           | -                     |   |              | $
|Restricted cash                                                       |  |             | 10,600                |   |              |  
|Accounts receivable, net                                              |  |             | 501,741               |   |              |  
|Prepaid expenses                                                      |  |             | 72,917                |   |              |  
|Other receivable                                                      |  |             | 156,854               |   |              |  
|Total Current Assets                                                  |  |             | 742,112               |   |              |  
|                                                                      |  |             |                       |   |              |  
|Property and equipment, net                                           |  |             | 25,785                |   |              |  
|                                                                      |  |             |                       |   |              |  
|Other Assets:                                                         |  |             |                       |   |              |  
|Deposits                                                              |  |             | 51,618                |   |              |  
|Intellectual property                                                 |  |             | 1,836                 |   |              |  
|Total Other Assets                                                    |  |             | 53,454                |   |              |  
|                                                                      |  |             |                       |   |              |  
|Total Assets                                                          |  | $           | 821,351               |   |              | $
|                                                                      |  |             |                       |   |              |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                  | 
|                                                                      |  |             |                       |   |              |  
|Current Liabilities:                                                  |  |             |                       |   |              |  
|Bank overdraft                                                        |  | $           | 6,314                 |   |              |  
|Accounts payable and accrued expenses                                 |  |             | 52,106                |   |              |  
|Deferred revenue                                                      |  |             | 584,832               |   |              |  
|Line of credit                                                        |  |             | 6,627                 |   |              |  
|Total Current Liabilities                                             |  |             | 649,879               |   |              |  
|                                                                      |  |             |                       |   |              |  
|Total Liabilities                                                     |  |             | 649,879               |   |              |  
|                                                                      |  |             |                       |   |              |  
|Stockholders' Equity:                                                 |  |             |                       |   |              |  
|Preferred stock, $0.001 Par value, 1,000,000 shares authorized,       |  |             |                       |   |              |  
|No shares issued and outstanding                                      |  |             | -                     |   |              |  
|Common stock, $0.001 Par value, 75,000,000 shares authorized          |  |             |                       |   |              |  
|15,666,300 and 15,624,300 shares issued and outstanding, respectively |  |             | 15,647                |   |              |  
|Stock subscription receivable                                         |  |             | (11,000               | ) |              |  
|Additional paid in capital                                            |  |             | 2,550,827             |   |              |  
|Accumulated deficit                                                   |  |             | (2,384,002            | ) |              |  
|Total Stockholders' Equity                                            |  |             | 171,472               |   |              |  
|                                                                      |  |             |                       |   |              |  
|Total Liabilities and Stockholders' Equity                            |  |             | $            821,351, |   |              | $
|                                                                      |  |             |                       |   |              |  



The accompanying notes are an integral part of these unaudited condensed financial statements.





3









|MOTIVATING THE MASSES, INC.       
|----------------------------------
|CONDENSED STATEMENTS OF OPERATIONS
|(Unaudited)                       



|                                                |  | For the Three Months Ended |           
|----------------------------------------------- |  | -------------------------- | ----------
|                                                |  | March 31,                  |           
|                                                |  | 2015                       |           
|                                                |  |                            |           
|Revenues                                        |  | $                          | 871,797   
|Costs of services                               |  |                            | 297,394   
|                                                |  |                            |           
|Gross Margin                                    |  |                            | 574,403   
|                                                |  |                            |           
|Operating Expenses:                             |  |                            |           
|Bad debt expense                                |  |                            | (5,897    
|Consulting                                      |  |                            | 138,675   
|General and administrative                      |  |                            | 168,485   
|Professional fees                               |  |                            | 25,000    
|Wages and other compensation                    |  |                            | 249,560   
|Total Operating Expenses                        |  |                            | 575,822   
|                                                |  |                            |           
|Income (Loss) from Operations                   |  |                            | (1,419    
|                                                |  |                            |           
|Other Income (Expense):                         |  |                            |           
|Interest expense                                |  |                            | -         
|Interest income                                 |  |                            | -         
|Gain on sale of assets                          |  |                            | -         
|Total Other Income (Expense)                    |  |                            | -         
|                                                |  |                            |           
|Net Income (Loss) Before Income Taxes           |  |                            | (1,419    
|                                                |  |                            |           
|Provision for Income Taxes                      |  |                            | -         
|                                                |  |                            |           
|Net Income (Loss)                               |  | $                          | (1,419    
|                                                |  |                            |           
|Net Income (Loss) per Share - Basic and Diluted |  | $                          | (0.00     
|                                                |  |                            |           
|Weighted average number of shares               |  |                            |           
|outstanding - Basic and Diluted                 |  |                            | 15,646,300
|                                                |  |                            |           



|The accompanying notes are an integral part of these unaudited condensed financial statements.
|----------------------------------------------------------------------------------------------



4











|MOTIVATING THE MASSES, INC.       
|----------------------------------
|CONDENSED STATEMENTS OF CASH FLOWS
|(Unaudited)                       



|                                                                                                             |  |                            |         |   |      |  
|------------------------------------------------------------------------------------------------------------ |  | -------------------------- | ------- | - | ---- | -
|                                                                                                             |  | For the Three Months Ended |        
|                                                                                                             |  | March 31,                  |        
|                                                                                                             |  | 2015                       |         |   | 2014 |  
|OPERATING ACTIVITIES:                                                                                        |  |                            |         |   |      |  
|Net income for the Period                                                                                    |  | $                          | (1,419  | ) |      | $
|Adjustments to reconcile net income to net cash                                                              |  |                            |         |   |      |  
|provided by operating activities:                                                                            |  |                            |         |   |      |  
|Depreciation and amortization                                                                                |  |                            | 3,250   |   |      |  
|Gain on sale of property and equipment                                                                       |  |                            | -       |   |      |  
|Bad debt expense (recovery)                                                                                  |  |                            | (5,897  | ) |      |  
|Changes in operating assets and liabilities                                                                  |  |                            |         |   |      |  
|Accounts receivables                                                                                         |  |                            | (67,363 | ) |      |  
|other receivable                                                                                             |  |                            | (53,657 | ) |      |  
|Prepaid expenses                                                                                             |  |                            | 37,731  |   |      |  
|Deferred revenue                                                                                             |  |                            | 157,303 |   |      |  
|Deposits                                                                                                     |  |                            | (5,400  | ) |      |  
|Accounts payable & accrued expenses                                                                          |  |                            | (94,611 | ) |      |  
|Net cash used in operating activities                                                                        |  |                            | (30,062 | ) |      |  
|                                                                                                             |  |                            |         |   |      |  
|INVESTING ACTIVITIES:                                                                                        |  |                            |         |   |      |  
|Purchase of property and equipment                                                                           |  |                            | -       |   |      |  
|Proceeds from sale of property and equipment                                                                 |  |                            | -       |   |      |  
|Net cash used in investing activities                                                                        |  |                            | -       |   |      |  
|                                                                                                             |  |                            |         |   |      |  
|FINANCING ACTIVITIES:                                                                                        |  |                            |         |   |      |  
|Repayments on note payable                                                                                   |  |                            | -       |   |      |  
|Proceeds from line of credit                                                                                 |  |                            | 21,927  |   |      |  
|Repayments on line of credit                                                                                 |  |                            | (22,388 | ) |      |  
|Bank overdraft                                                                                               |  |                            | 6,314   |   |      |  
|Proceeds from issuance of common stock, net of stock subscription receivable and net of stock offering costs |  |                            | 11,000  |   |      |  
|Net cash provided by financing activities                                                                    |  |                            | 16,853  |   |      |  
|                                                                                                             |  |                            |         |   |      |  
|Net Decrease in Cash                                                                                         |  |                            | (13,210 | ) |      |  
|                                                                                                             |  |                            |         |   |      |  
|Cash at beginning of period                                                                                  |  |                            | 13,210  |   |      |  
|                                                                                                             |  |                            |         |   |      |  
|Cash at end of period                                                                                        |  | $                          | -       |   |      | $
|                                                                                                             |  |                            |         |   |      |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                            |  |                            |         |   |      |  
|Cash paid during period:                                                                                     |  |                            |         |   |      |  
|Interest                                                                                                     |  | $                          | -       |   |      | $
|Franchise and income taxes                                                                                   |  | $                          | -       |   |      | $
|                                                                                                             |  |                            |         |   |      |  



The accompanying notes are an integral part of these unaudited condensed financial statements.





5









MOTIVATING THE MASSES, INC.

Notes to Unaudited Financial Statements







NOTE 1 - ORGANIZATION AND DESCRIPTION
OF BUSINESS



Motivating the Masses, Inc. (the “Company”)
was incorporated under the laws of the state of Nevada on September 2, 1998. The Company was founded by Lisa S. Nichols for the
purpose of providing high quality resources for business coaching, and professional and management development techniques both
on the local and national scale.



The Company’s products and services
revolve around the personal life coaching program written and developed by their CEO Lisa Nichols. The program sells as a package
of books and DVD’s at their local and national training seminars, and on the Company’s website. The Company has contract
rights to the sales of the product. The Company, through their CEO and a core team of coaches, also provide training and development
programs through local and national seminars, on-site employee training, public and private speaking engagements, and customized
life-coaching programs.



In February of 2013, the Company amended
its Articles of Incorporation to provide for an increase in its’ authorized share capital. The authorized common stock increased
to 75,000,000 shares at a par value of $0.001 per share.



NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of presentation



These unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments
of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations
for the interim periods presented in this Quarterly Report on Form 10-Q have been included. Operating results for the interim periods
are not necessarily indicative of financial results for the full year. These unaudited consolidated financial statements should
be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2014. In preparing these financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial
statements and the reported amount of revenues and expenses during the reporting periods.



Use of estimates



The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those
estimates. Such estimates include management’s assessments of the carrying value of certain assets, useful lives of assets,
and related depreciation and amortization methods applied.



Concentration of Credit Risk



Financial instruments that potentially
subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. During the three months
period ended March 31, 2015, the Company may have had cash deposits that exceeded Federal Deposit Insurance Corporation (“FDIC”)
insurance limits. The Company maintains its cash balances at high quality financial institutions to mitigate this risk. The Company
performs ongoing credit evaluations of its customers and generally does not require collateral. The Company records an allowance
for doubtful accounts in accordance with the procedures discussed below. Past-due amounts are written off against the allowance
for doubtful accounts when collections are believed to be unlikely and all collection efforts have ceased.







6









MOTIVATING THE MASSES, INC.

Notes to Unaudited Financial Statements







Cash



The Company considers all highly liquid
investments with an original maturity of six months or less when purchased to be cash equivalents. As of March 31, 2015 and December
31, 2014, the Company had no cash equivalents.



Restricted Cash



As of March 31, 2015 and December 31, 2014,
the Company classified cash balance of $10,600 as restricted cash which was required by a bank as collateral for our line of credit.
December 31, 2014 amount has been reclassified for consistency with the current period presentation. These reclassifications had
no effect on the reported results of operations.



Fair value of financial instruments



The Company adopted the provisions of FASB
ASC 820 (the “Fair Value Topic”) which defines fair value, establishes a framework for measuring fair value under GAAP,
and expands disclosures about fair value measurements.



The Fair Value Topic defines fair value
as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It
requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. It also establishes
a fair value hierarchy, which prioritizes the valuation inputs into six broad levels.



The following fair value hierarchy is used
to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:



A) Market approach—Uses prices and
other relevant information generated by market transactions involving identical or comparable assets or liabilities. Prices may
be indicated by pricing guides, sale transactions, market trades, or other sources;



B) Cost approach—Based on the amount
that currently would be required to replace the service capacity of an asset (replacement cost); and



C) Income approach—Uses valuation techniques to convert
future amounts to a single present amount based on current market expectations about the future amounts (includes present value
techniques, and option-pricing models). Net present value is an income approach where a stream of expected cash flows is discounted
at an appropriate market interest rate.



Level 1: Quoted market prices
available in active markets for identical assets or liabilities as of the reporting date. An active market for an asset or liability
is a market in which transactions for the asset or liability occur with significant frequency and volume to provide pricing information
on an ongoing basis.



Level 2: Observable inputs other
than Level 1 inputs. Example of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
prices for identical assets or liabilities in markets that are not active.



Level 3: Unobservable inputs based
on the Company’s assessment of the assumptions that are market participants would use in pricing the asset or liability.



The carrying amount of the Company’s
financial assets and liabilities, such as cash, prepaid expenses, accounts payable, accrued expenses, and deferred revenue approximate
their fair value because of the short maturity of those instruments.



The Company had no assets and/or liabilities
measured at fair value on a recurring basis at March 31, 2015 and December 31, 2014, respectively, using the market and income
approaches.



Accounts Receivable and Allowance
for Doubtful Accounts



Accounts receivable related to the products
and services sold are recorded at the time revenue is recognized, and are presented on the balance sheet net of allowance for doubtful
accounts. The ultimate collection of the receivable may not be known for several months after services have been provided and billed.





7









MOTIVATING THE MASSES, INC.

Notes to Unaudited Financial Statements





The Company has established an allowance
for doubtful accounts based upon factors pertaining to the credit risk of specific customers, analyses of current and historical
cash collections, and the aging of receivables. Delinquent accounts are written-off when the likelihood for collection is remote
and/or when the Company believes collection efforts have been fully exhausted and the Company does not intend to devote any additional
efforts in an attempt to collect the receivable. The Company adjusts their allowance for doubtful accounts balance on a quarterly
basis.



Property and Equipment



Property and equipment are recorded at
cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred.
Depreciation is computed by the straight-line method over the assets estimated useful life of six (3) years for equipment, (5)
years for automobile, and (7) years for furniture and fixtures. Upon sale or retirement of property and equipment, the related
cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.



Identifiable Intangible Assets



As of March 31, 2015 and December 31, 2014,
$1,836, respectively of costs related to acquiring intellectual property have been capitalized. It has been determined that the
intellectual property has an indefinite useful life and is not subject to amortization. However, the intellectual property will
be reviewed for impairment annually or more frequently if impairment indicators arise.



Impairment of long-lived assets



The Company follows paragraph 360-10-05-4
of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, such as intellectual
property, are required to be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable.



The Company assesses the recoverability
of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or
group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if
any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using
the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined
to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book
values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.



The Company determined that there were
no impairments of long-lived assets as of March 31, 2015 and December 31, 2014.





Commitments and contingencies



The Company follows subtopic 450-20 of
the FASB Accounting Standards Codification to report accounting for contingencies.  Liabilities for loss contingencies
arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability
has been incurred and the amount of the assessment can be reasonably estimated.



Revenue recognition



The Company follows paragraph 605-10-S99-1
of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or
realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:
(i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. In addition, the Company records
allowances for accounts receivable that are estimated to not be collected.



A portion of the Company’s revenues
are from coaching and/or training services provided under contracts that are greater than one month in length. These contracts
are billed in total at the onset of the contact period, and to the extent that billings exceed revenue earned, the Company will
record such amount as deferred revenue until the revenue is earned. We recognize revenue on these contracts in the period the coaching
and/or training services are provided under the contract. Expenses associated with providing the coaching and/or training services
are recognized in the period the services are provided which coincides with when the revenue is earned.





8









MOTIVATING THE MASSES, INC.

Notes to Unaudited Financial Statements







Income taxes



The Company follows Section 740-10-30 of
the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the fiscal year in which the temporary differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the
assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.



The Company adopted section 740-10-25 of
the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section
740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded
in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured
based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting
in interim periods and requires increased disclosures. The Company had no material adjustments to its assets and/or liabilities
for unrecognized income tax benefits according to the provisions of Section 740-10-25.



Stock-Based Compensation



In December 2004, the FASB issued FASB
Accounting Standards Codification No. 718, Compensation – Stock Compensation.  Under FASB Accounting
Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements
based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are
required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based
awards, share appreciation rights and employee share purchase plans.  As such, compensation cost is measured on the date
of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of
the option grant.  The Company applies this statement prospectively.



Equity instruments (“instruments”)
issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards
Codification No. 718.  FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employeesdefines
the measurement date and recognition period for such instruments.  In general, the measurement date is when either a (a) performance
commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are
vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each
particular grant as defined in the FASB Accounting Standards Codification.



The Company has one stock-based compensation
agreement as of March 31,2015. This agreement began November 1, 2014 and is for consulting services to the Board of Directors and
the Executive Committee. Haytarr, LLC provides consulting services to the Board and Executive Committee for a term of one year
beginning November 1, 2014 for 250,000 at a value of $125,000.



Net income (loss)per share



The Company computes basic and diluted
earnings per share amounts pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic earnings per share
is computed by dividing net income (loss) available to common shareholders, by the weighted average number of shares of common
stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share is
computed by dividing net income (loss) available to common shareholders by the diluted weighted average number of shares of common
stock during the period. The diluted weighted average number of common shares outstanding is the basic weighted number of shares
adjusted as of the first day of the year for any potentially diluted debt or equity.



There were no potentially dilutive shares
outstanding as of March 31, 2015 and December 31, 2014, respectively.





9









MOTIVATING THE MASSES, INC.

Notes to Unaudited Financial Statements





Subsequent events



The Company follows the guidance in Section
855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent
events through the date when the financial statements were issued.



Recently issued accounting pronouncements



We have decided to take advantage of the
exemptions provided to emerging growth companies under the JOBS Act and as a result our financial statements may not be comparable
to companies that comply with public company effective dates. We may take advantage of exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies, including not being required to comply with
the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, delay compliance with new or revised accounting
standards that have different effective dates for public and private companies until they are made applicable to private companies.



Company management does not believe that
any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying
financial statements.



Reliance on Key Personnel and Consultants



The Company is heavily dependent on the
continued active participation of their current executive officers, employees and key personnel. The loss of any of the senior
management or key employees could significantly and negatively impact the business until adequate replacements can be identified
and put in place.



NOTE 3 - GOING CONCERN



These financial statements have been prepared
in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course of business. The Company's ability to continue
as a going concern is contingent upon its ability to achieve and maintain profitable operations, and the Company’s ability
to raise additional capital as required.



These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.



NOTE 4 – ACCOUNTS RECEIVABLE



Accounts receivable at March 31, 2015 and December 31, 2014
consisted of the following:



|                                      |  | March 31, 2015 |         |   | December 31, 2014 |  
|------------------------------------- |  | -------------- | ------- | - | ----------------- | -
|Accounts receivable                   |  | $              | 528,148 |   |                   | $
|Less: Allowance for doubtful accounts |  |                | (26,407 | ) |                   |  
|                                      |  | $              | 501,741 |   |                   | $



For the three months ended March 31, 2015
and 2014, the Company recorded bad debt recovery of $(5,897) and $9,525, respectively. In the quarter ended March 31, 2015, the
Company wrote off $199 of uncollectible customer accounts using the allowance method of accounting. This resulted in a reduction
of both accounts receivable and allowance for doubtful accounts in the amounts of $199.



NOTE 5 – PROPERTY AND EQUIPMENT



Fixed assets, stated at cost, less accumulated
depreciation at March 31, 2015 and December 31, 2014, consisted of the following:



|                               |  | March 31, 2015 |         |   | December 31, 2014 |  
|------------------------------ |  | -------------- | ------- | - | ----------------- | -
|Equipment                      |  | $              | 56,712  |   |                   | $
|Furniture & Fixtures           |  |                | 16,904  |   |                   |  
|Less: Accumulated Depreciation |  |                | (47,831 | ) |                   |  
|Net Fixed Assets               |  | $              | 25,785  |   |                   | $





10









MOTIVATING THE MASSES, INC.

Notes to Unaudited Financial Statements





Depreciation expense



Depreciation expense for the three months
ended March 31, 2015 and December 31, 2014 was $3,250 and $5,091 respectively.



NOTE 6 – LINE OF CREDIT



In October of 2012, the Company entered
into a revolving line of credit with a financial institution in the amount of $10,000. The line of credit carries an interest rate
of 6.00%, and is collateralized by certain assets of the Company. As of March 31, 2015 and December 31, 2014, the balance owed
was $6,627 and $7,088 respectively.



NOTE 7 – DEFERRED REVENUES



A portion of the Company’s revenues
are from coaching and/or training services provided under contracts that are greater than one month in length. These contracts
are billed in total at the onset of the contact period, and to the extent that billings exceed revenue earned, the Company will
record such amount as deferred revenue until the revenue is earned. We recognize revenue on these contracts in the period the
coaching and/or training services are provided under the contract. Expenses associated with providing the coaching and/or training
services are recognized in the period the services are provided which coincides with when the revenue is earned and recognized.



As of March 31, 2015 and December 31, 2014,
the Company has a deferred revenues balance of $584,832 and $427,529.



NOTE 8 – COMMITMENTS &
CONTINGENCIES



Service Agreement



On April 25, 2014, the Company entered
into a Contracted Services Agreement (“CSA”) with The Steve Harvey Companies (“TSHC”) which was effective
March 8, 2014. Pursuant to the CSA, the Company will participate in six conferences with TSHC in various U.S. locations through
August 2014 and are participating in the development of additional programs to leverage books and other produces marketed by TSHC.
The CSA requires TSHC to pay us $250,000 on a payment plan as follows; 3/8/14 $50,000, 5/1/14 $50,000, 7/1/14 $50,000, 8/1/14 $50,000,
9/30/14 $50,000. The Company has received the $50,000 March payment. The Company will receive 30% allocation of revenue from developed
products with TSHC. In May of 2014, the company elected to change the payment option election to Option No. 2 in the contract.
This Option No. 2 allowed for the balance due of $200,000 to be paid in full on August 30, 2014. As of September 30, 2014, the
Company is owed $200,000 by TSHC. See Note 11, subsequent event footnote, disclosure regarding payment of $75,000 in October. This
contract has been completed and paid with the exception of an outstanding balance of $50,000 which will be paid in Q2 of 2015.



Lease



The Company currently occupies office space
at 2121 Palomar Airport Road, Carlsbad, California. The Company signed an eleven month sublease agreement starting September 1,
2011 to July 31, 2012 for $3,159 per month. In July of 2012, the Company signed a new three year lease for the same office space
starting August 1, 2012, for $3,127 a month for the first year, $5,686 a month for the second year, and $5,844 a month for the
third year.



Minimum future rental payments under the
agreement are as follows:





|2015 | $22,744
|---- | -------
|     |        

NOTE 9 – RELATED PARTY TRANSACTIONS



Employment Agreement



On January 1, 2015, the Company signed
employment agreements with its three officers who also make up the Board of Directors. Each employment agreement is for one year
starting January 1, 2015. The employment agreement with the Company’s Chief Executive Officer Lisa Nichols calls for an annual
salary of $225,000. The employment agreement with the Company’s President and Chief Operating Officer Susie Carder calls
for an annual salary of $200,000. The employment agreement with the Company’s Chief Financial Officer Alex Henderson was
dated October 15, 2014 and calls for an annual salary of $100,000. The employment agreements to the three officers stipulate a
potential bonus at the discretion of the Board of Directors.





11









MOTIVATING THE MASSES, INC.

Notes to Unaudited Financial Statements







NOTE 10 – STOCKHOLDERS’
EQUITY



Common and Preferred Shares authorized



The Company was incorporated on September
2, 1998, at which time the Company authorized 3,000,000 shares of Common Stock with $0.001 par value and 1,000,000 shares of Preferred
Stock with $0.001 par value.





Preferred Stock - There are 1,000,000 shares
of authorized preferred stock, par value $0.001 per share, with no shares of preferred stock issued or outstanding.



Common Stock - There are 75,000,000 shares
of authorized common stock, par value $0.001 per share, with 15,666,300 and 15,624,300 issued and outstanding as of March 31, 2015
and December 31, 2014, respectively. Each holder of common stock is entitled to one vote for each share held. During three months
period ended March 31, 2015, we did not repurchase any shares of our common stock.



In the three months ended March 31, 2015,
the Company issued 22,000 common shares for $11,000 cash.



NOTE 11 – SUBSEQUENT EVENTS



On April 3, 2015, the Company issued “Loyalty Shares”
to it’s current investors in the amount of 696,890 shares..

12





PART I.



ITEM 2.    MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion
should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with,
and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform
Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange
Commission. Forward looking statements are statements not based on historical information and which relate to future operations,
strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are
beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and
contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward
looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.



Overview
and History



Motivating the Masses,
Inc., a Nevada corporation (we, us, our, or the “Company”) was incorporated in the State of Nevada on September 2,
1998 to engage in providing top-quality professional development and coaching services to its clientele. The Company’s products
and services revolve around the personal and businesscoaching programs written and developed by their CEO Lisa
Nichols. The program sells as a package of books and DVD’s at their local and national training seminars, and on the Company’s
website. The Company has contract rights to the sales of the product. The Company, through its CEO and a core team of coaches,
also provides training and development programs through local and national seminars, on-site employee training, public and private
speaking engagements, and customized life-coaching programs.



We qualify as an “emerging
growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be required to:



| | · | have an auditor report on our internal controls over
financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | · | comply with any requirement that may be adopted by
the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report
providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | submit certain executive compensation matters to shareholder
advisory votes, such as “say-on-pay” and “say-on-frequency;” and
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | · | disclose certain executive compensation related items
such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median
employee compensation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words,
an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements
may therefore not be comparable to those of companies that comply with such new or revised accounting standards.



We
will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first
fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated
filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary
shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal
quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year
period.



We
also qualify as a smaller reporting company under Rule 12b-2 of the Securities Exchange Act of 1934, as amended. As a smaller reporting
company and so long as we remain a smaller reporting company, we benefit from similar exemptions and exclusions as an emerging
growth company. In the event that we cease to be an emerging growth company as a result of a lapse of the five year period, but
continue to be a smaller reporting company, we would continue to be subject to similar exemptions available to emerging growth
company until such time as we were no longer a smaller reporting company.







13







The Company is in negotiations to hire a
new Director of Coaching, Sean Smith. The Company is also negotiating a purchase of Sean’s database and programs which will
be purchased for a yet determined amount of shares of the Company. The attorney for the Company is currently working on the agreement
with Sean Smith. The Company anticipates this agreement to be complete by the end of second quarter 2015.





Our principal place
of business is located at 2121 Palomar Airport Road, Suite 300, Carlsbad, California 92011.  Our phone number is 760-931-9400.



We have not been subject
to any bankruptcy, receivership or similar proceeding.



Results of Operations



Revenues



Revenues for the three months ended March
31, 2015 were $871,797 compared to $685,300 for the three months ended March 31, 2014 which was an increase of $186,497, or 27%.
The increase in revenues was mainly due to an increase in sales from training workshop seminars and events. Moreover, toward the
end of 2013, the Company developed a product series named World Class Speakers Alliance which we have begun selling with much success
in our events since inception and throughout the three months ended March 31, 2015.



The Company generates a significant amount
of their revenue from holding event seminars and/or multi-day conferences which are usually held during the last nine months of
each calendar year. Due to the seasonal timing when these event seminars and/or multi day conferences are held, the Company will
recognize a significant amount of their revenue in the later part of each year. As a result of these seminars and/or multi day
conferences, the Company is able to generate multi-month (anywhere from two to twelve months in term) consulting contracts. Therefore,
the revenues reported for the first quarter ended March 31, 2015, when annualized, may be substantially lower than the revenues
reported for the full fiscal year.



Cost of Revenues



The gross margin for the three months ended
March 31, 2015 was 66% of sales compared to 68% for the three months ended March 31, 2014. The slight decrease in gross margin
was due to a couple of factors. One factor was that the event locations in the first three months of 2015 required higher costs
of travel to get to. Another factor was an added event in January of 2015 which increased the company’s sales but also increased
the event costs. These factors contributed to the overall decrease in Gross Margin as the sales derived from these events will
be recognized via Deferred Revenue over the next few months but the costs associated with the events were incurred in the month
they were booked.



Operating Activities



For the three months ended March 31,
2015 and 2014



For the three months ended March 31, 2015
we had as net loss of $1,419 as compared to net income $19,007 for the three months ended March 31, 2014. The net decrease of $20,426,
in part, was due to the increase in operating expenses as noted below.



Operating expenses were $575,822 for the
three months ended March 31, 2015 compared to $444,448 for the three months ended March 31, 2014, which was an increase of $131,374.
The increase in operating expenses was due to an increase in consulting expenses as noted below. The Company also had expenses
associated with additional new events occurring in Q1 2015.



Bad debt recovery was ($5,897) for the
three months ended March 31, 2015 as compared to $9,525 for the three months ended March 31, 2014. Which was a decrease of 15,422.
No significant write-offs detected in first quarter 2015.



Consulting expense was $138,675 for the
three months ended March 31, 2015 as compared to $96,148 for the three months ended March 31, 2014, resulting in an increase of
$42,527. The increase was due to adding compliance consultants, PR firm, attorneys and regulatory guidance consultants as a part
of the company being a publicly reporting company and being guided to trade publicly.





14









Professional fees were $25,000 for the
three months ended March 31, 2015 as compared to $27,400 for the three months ended March 31, 2014, resulting in a decrease of
$2,400. The decrease was minimal as our professional services such as accounting, auditing and legal are fairly constant.



Wages and other compensation were $249,560
for the three months ended March 31, 2015 as compared to $205,592 for the three months ended March 31, 2014, resulting in an increase
of $43,968. The increase was due to the company expanding operations including personnel by adding a customer services position
and increases in executive salaries.



Liquidity and Capital Resources



Our cash balance is $0 as of March 31,
2015 as compared to $13,210 as of December 31, 2014. This was due to a large delayed customer payment. The company subsequently
received the payment in April 2015.



As of March 31, 2015, total current assets
were $742,112 compared to $666,137 at December 31 2014. The increase of $67,363 in current assets is mainly a result of an increase
in accounts receivable due to an increase of sales in the first quarter of 2015.



As of March 31, 2015, total current liabilities
were $649,879 as compared to $581,334 on December 31, 2014. The increase in our current liabilities is mainly due to the increase
in deferred revenues which represents income to be recognized in the future as services are provided.



During the three months ended March 31,
2015, net cash used by operating activities was $30,063 consisting of $79,156 increase in accounts receivable, $15,422 decrease
in bad debt, $37,731 decrease in pre-paid expenses, $157,303 increase in deferred revenues, $5,400 decrease in deposits and $94,611
decrease in accounts payable. For the same three months ended March 31, 2014, net cash used by operating activities was $42,245,
consisting of $234,679 increase in accounts receivable, $9,525 increase in bad debt, $9,825 increase in pre-paid expenses, $180,389
increase in deferred revenue, and $11,953 increase in accounts payable.



Net cash used in investing activities for
the three months ended March 31, 2015 was $0. Net cash increased in investing activities for the three months March 31, 2014 was
$8,403.



Net cash provided from financing activities
for the three months ended March 31, 2015, were $16,853 consisting of $11,000 in net proceeds from the private sale of common shares.
Net cash provided from financing activities for the three months ended March 31, 2014 was $24,663.



The Company’s management is reviewing
new ways to cut costs and increase revenues so they can increase operational efficiency in the future. The Company plans to increase
the utilization of their website with users and have increased material that will be sold online in the form of instructional videos
and webinars that will incrementally increase revenues without increasing costs.  The costs are being incurred now through
the creation of the technology but the revenues will be realized in the years to come with very minimal costs in the form of website
hosting and video hosting.



Because we are currently
subject to the reporting requirements of the Exchange Act of 1934, we expect that we will incur ongoing expenses associated with
professional fees for accounting, legal and other expenses for annual reports and proxy statements.  We estimate that these
costs could range up to $200,000 per year for the next few years and will be higher if our business volume and activity increases.



To date, our operations
have been limited and we have only generated relatively limited revenues. We believe that our principal difficulty has been the
lack of available capital to operate and expand our business.  We believe we need additional funding for working
capital and general and administrative expense.   Although we have recently executed an Investment Banking Agreement
with Andrew Garrett, Inc., a FINRA member broker dealer, as of the date of this Report we have no commitment from any investor
to provide us with the necessary funding and there can be no assurances we will obtain such funding in the future.  Failure
to obtain this additional financing will have a material negative impact on our ability to generate profits in the future.



Inflation



Although our operations
are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations
during the three-month period ended March 31, 2015.





15









Critical Accounting Estimates



The discussion and
analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical
accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition
and results of operations and that require management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effects of matters that are inherently uncertain.



Off-Balance Sheet Arrangements



We do not have any
off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.



ITEM 3.  QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



We are a smaller reporting
company and are not required to provide the information under this item pursuant to Regulation S-K.



ITEM 4. CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls
and Procedures



Management maintains
“disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission
rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer/Chief
Financial Officer, to allow timely decisions regarding required disclosure.



In connection with
the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of our
Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2015.



Based on that evaluation,
management concluded, that our disclosure controls and procedures may not have been effective in recording, processing, summarizing,
and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s
rules and forms. After the period covered by this Report, we terminated our prior auditors, certain consultants and our counsel
and have engaged new independent auditors and counsel as well as an investment bank to assist us on a going forward basis.



Changes in Internal Controls over
Financial Reporting



As of the end of the
period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter
ended March 31, 2015, that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting subsequent to the date of management’s last evaluation. However, as disclosed hereinabove, subsequent to the period
covered by this Report, we terminated our prior auditors, certain consultants and our counsel and have engaged new independent
auditors and counsel as well as an investment bank to assist us on a going forward basis. These changes are expected to ensure
that our disclosure controls and procedures will be effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms subsequent
to the taking of such actions.





16







PART II. OTHER
INFORMATION



Item 1. Legal Proceedings



We are not currently
a party to any legal proceeding, nor are we aware of any threatened actions.



Item 1A. Risk Factors



As a smaller reporting
company, we are not required to provide the information required by this Item.



Item 2.  Unregistered Sales of
Equity Securities and Use of Proceeds



On January 5, 2015, the Company issued 22,000 unregistered common
shares to Lee Richter for $11,000 cash.The shares issued to Ms. Richter were restricted in their transfer as required by
the Securities Act. The foregoing transactions were conducted pursuant to Regulation D under the Securities Act of 1933, as amended
(the “Act”). Accordingly they were exempt under section 4(1) of the Act. Each investor indicated the investor’s
investment intent and an appropriate legend was placed on the certificates for the investor’s shares. There was no general
solicitation





Item 3. Defaults upon Senior Securities



None.





Item 4. Mine Safety Disclosures.



None.





Item 5. Other Information



None.



Item 6. Exhibits



The following exhibits
are included with this report.



|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer                                
|32.1 |  | Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                    
|32.2 |  | Principal Financial and Accounting Officer Certification pursuant to Section 906  of the Sarbanes-Oxley Act of 2002.



17







SIGNATURES



Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized on May 20, 2015.



| | MOTIVATING THE MASSES,
    INC.                                                      
| | -------------------------------------------------------------------------------------
| |                                                                                      
| |                                                                                      
| | By:                                                                                  
| | Lisa Nichols, Principal Executive
    Officer                                        
| |                                                                                      
| |                                                                                      
| | By:                                                                                  
| | Alex Henderson, Principal Accounting
    Officer and 
    Principal Financial Officer









18