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: June
30, 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 þ  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 þ 
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 | þ
|(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 August 19, 2015, was 16,333,190 shares.











TABLE OF CONTENTS





|         |                                                                                                                       |  | Page No.
|-------- | --------------------------------------------------------------------------------------------------------------------- |  | --------
|         |                                                                                                                       |  |         
|         | PART I. FINANCIAL INFORMATION                                                                                         |  |         
|         |                                                                                                                       |  |         
|Item 1.  | Unaudited Condensed Interim Financial Statements                                                                      |  | 3       
|         | Condensed Balance Sheet as of June 30, 2015 (Unaudited) and December 31, 2014 (Audited)                               |  | 3       
|         | Condensed Statement of Operations for the Three and Six Month Periods Ended June 30, 2015 and 2014 (Unaudited)        |  | 4       
|         | Condensed Statement of Cash Flows for the for the Three and Six Month Period Ended June 30, 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     |                                                                                                                       |  |         
|         |                                                                                                                       |  |         
|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 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) |            |   |              |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | ------------ | -
|                                                                                                                                       |  | June 30,    |            |   | December 31, |  
|                                                                                                                                       |  | 2015        |            |   | 2014         |  
|ASSETS                                                                                                                                 |  |             |            |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|Current Assets:                                                                                                                        |  |             |            |   |              |  
|Cash                                                                                                                                   |  | $           | 264,658    |   |              | $
|Restricted cash                                                                                                                        |  |             | 10,600     |   |              |  
|Accounts receivable, net                                                                                                               |  |             | 417,885    |   |              |  
|Prepaids                                                                                                                               |  |             | 54,167     |   |              |  
|Other receivable                                                                                                                       |  |             | 56,196     |   |              |  
|Total Current Assets                                                                                                                   |  |             | 803,506    |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|Property and equipment, net                                                                                                            |  |             | 28,652     |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|Other Assets:                                                                                                                          |  |             |            |   |              |  
|Deposits                                                                                                                               |  |             | 6,429      |   |              |  
|Intellectual property                                                                                                                  |  |             | 1,836      |   |              |  
|Total Other Assets                                                                                                                     |  |             | 8,265      |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|Total Assets                                                                                                                           |  | $           | 840,423    |   |              | $
|                                                                                                                                       |  |             |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                   |  |             |            |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|Current Liabilities:                                                                                                                   |  |             |            |   |              |  
|Accounts payable and accrued expenses                                                                                                  |  | $           | 51,230     |   |              | $
|Deferred revenue                                                                                                                       |  |             | 528,912    |   |              |  
|Line of credit                                                                                                                         |  |             | 4,128      |   |              |  
|Total Current Liabilities                                                                                                              |  |             | 584,270    |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|Total Liabilities                                                                                                                      |  |             | 584,270    |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|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 16,343,190 and 15,624,300 shares
    issued and outstanding, respectively |  |             | 16,343     |   |              |  
|Stock subscription receivable                                                                                                          |  |             | (11,000    | ) |              |  
|Additional paid in capital                                                                                                             |  |             | 2,898,575  |   |              |  
|Accumulated deficit                                                                                                                    |  |             | (2,647,765 | ) |              |  
|Total Stockholders' Equity                                                                                                             |  |             | 256,153    |   |              |  
|                                                                                                                                       |  |             |            |   |              |  
|Total Liabilities and Stockholders' Equity                                                                                             |  | $           | 840,423    |   |              | $



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



3







MOTIVATING THE MASSES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                                  |  | For the Three Months Ended |            |  | For the Six Months Ended |  
|----------------------------------------------------------------- |  | -------------------------- | ---------- |  | ------------------------ | -
|                                                                  |  | June 30,                   |            |  | June 30,                 |  
|                                                                  |  | 2015                       |            |  | 2014                     |  
|                                                                  |  |                            |            |  |                          |  
|Revenues                                                          |  | $                          | 1,300,677  |  |                          | $
|Costs of services                                                 |  |                            | 519,357    |  |                          |  
|                                                                  |  |                            |            |  |                          |  
|Gross Profit                                                      |  |                            | 781,320    |  |                          |  
|                                                                  |  |                            |            |  |                          |  
|Operating Expenses:                                               |  |                            |            |  |                          |  
|Bad debt                                                          |  |                            | 17,600     |  |                          |  
|Consulting                                                        |  |                            | 162,326    |  |                          |  
|General and administrative                                        |  |                            | 157,032    |  |                          |  
|Professional fees                                                 |  |                            | 71,795     |  |                          |  
|Wages and other compensation                                      |  |                            | 287,886    |  |                          |  
|Total Operating Expenses                                          |  |                            | 696,639    |  |                          |  
|                                                                  |  |                            |            |  |                          |  
|Income from Operations                                            |  |                            | 84,681     |  |                          |  
|                                                                  |  |                            |            |  |                          |  
|Net Income Before Income Taxes                                    |  |                            | 84,681     |  |                          |  
|                                                                  |  |                            |            |  |                          |  
|Income Taxes                                                      |  |                            | -          |  |                          |  
|                                                                  |  |                            |            |  |                          |  
|Net Income                                                        |  | $                          | 84,681     |  |                          | $
|                                                                  |  |                            |            |  |                          |  
|Net Income per Share - Basic and Diluted                          |  | $                          | 0.00       |  |                          | $
|                                                                  |  |                            |            |  |                          |  
|Weighted average number of shares outstanding - Basic and Diluted |  |                            | 16,320,216 |  |                          |  



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



4







MOTIVATING THE MASSES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                              |  | For the Six Months Ended |        
|----------------------------------------------------------------------------- |  | ------------------------ | -------
|                                                                              |  | June 30,                 |        
|                                                                              |  | 2015                     |        
|OPERATING ACTIVITIES:                                                         |  |                          |        
|Net income for the Period                                                     |  | $                        | 83,261 
|Adjustments to reconcile net income to net cash used in operating activities: |  |                          |        
|Depreciation and amortization                                                 |  |                          | 7,022  
|Changes in operating assets and liabilities                                   |  |                          |        
|Accounts receivables                                                          |  |                          | 10,597 
|Other receivable                                                              |  |                          | 47,001 
|Prepaid expenses                                                              |  |                          | 56,481 
|Deferred revenue                                                              |  |                          | 101,383
|Deposits                                                                      |  |                          | 39,790 
|Accounts payable & accrued expenses                                           |  |                          | (95,488
|Net cash provided by (used in) operating activities                           |  |                          | 250,047
|                                                                              |  |                          |        
|INVESTING ACTIVITIES:                                                         |  |                          |        
|Purchase of property and equipment                                            |  |                          | (6,639 
|Net cash used in investing activities                                         |  |                          | (6,639 
|                                                                              |  |                          |        
|FINANCING ACTIVITIES:                                                         |  |                          |        
|Proceeds from line of credit                                                  |  |                          | 49,123 
|Repayments on line of credit                                                  |  |                          | (52,083
|Common stock issued for cash                                                  |  |                          | 11,000 
|Net cash provided by financing activities                                     |  |                          | 8,040  
|                                                                              |  |                          |        
|Net Increase (Decrease) in Cash                                               |  |                          | 251,448
|                                                                              |  |                          |        
|Cash at beginning of period                                                   |  |                          | 13,210 
|                                                                              |  |                          |        
|Cash at end of period                                                         |  | $                        | 264,658
|                                                                              |  |                          |        
|Cash paid during period:                                                      |  |                          |        
|Interest                                                                      |  | $                        | -      
|Franchise and income taxes                                                    |  | $                        | -      
|Royalty stock dividends                                                       |  | $                        | 348,444



5







MOTIVATING THE MASSES,
INC.

Notes to Unaudited
Condensed 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 condensed interim 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 condensed interim financial
statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on date. In preparing these unaudited condensed
interim 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 unaudited condensed interim financial statements and the reported amount of revenues and
expenses during the reporting periods.



Use of estimates



The preparation of unaudited condensed interim
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 unaudited condensed interim 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 six months period
ended June 30, 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.



Cash



The Company considers all highly liquid investments
with an original maturity of 90 days or less when purchased to be cash equivalents. As of June 30, 2015 and December 31, 2014,
the Company had no cash equivalents.



6







MOTIVATING THE MASSES, INC.

Notes to Unaudited Condensed Financial Statements



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 June 30, 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.



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. The quarterly adjustment to allowance for doubtful accounts is calculated at 5% of Accounts Receivable and adjusted to
reflect this amount.



7







MOTIVATING THE MASSES, INC.

Notes to Unaudited Condensed Financial Statements



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 (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 June 30, 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 ASC350 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 June 30, 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 contract 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.



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.



8







MOTIVATING THE MASSES,
INC.

Notes to Unaudited
Condensed Financial Statements



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.



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 June 30, 2015 and December 31, 2014, respectively.



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.



9







MOTIVATING THE MASSES, INC.

Notes to Unaudited Condensed Financial Statements



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
unaudited condensed financial statements.



NOTE 3 - GOING CONCERN



These unaudited condensed 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 unaudited condensed 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 June 30, 2015 and December 31, 2014 consisted
of the following:



|                                          |  | June 30, 2015 |         |   | December 31, 2014 |  
|----------------------------------------- |  | ------------- | ------- | - | ----------------- | -
|Accounts receivable                       |  | $             | 464,182 |   |                   | $
|Less: Allowance for doubtful
    accounts |  |               | (46,297 | ) |                   |  
|                                          |  | $             | 417,885 |   |                   | $



For the three months ended June 30, 2015 and 2014, the Company
recorded bad debt expense of $17,600 and $18,954, respectively. For the six months ended June 30, 2015 and 2014, the Company recorded
bad debt expense of $11,703 and 28,480, respectively.



In the year ended December 31, 2014, the Company
wrote off $207,176 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 $207,176. The Company adjusts it’s Allowance
for Doubtful Accounts based on 5% of Accounts Receivable and adjusts Quarterly. As of the six months ended June 30, 2015, the
Company adjusted it’s allowance for doubtful accounts to 10% to better align with year end adjustments. There were no write
offs for the six month period ended June 30, 2015.



NOTE 5 – PROPERTY AND EQUIPMENT



Fixed assets, stated at cost, less accumulated
depreciation at June 30, 2015 and December 31, 2014, consisted of the following:



|                               |  | June 30, 2015 |         |   | December 31, 2014 |  
|------------------------------ |  | ------------- | ------- | - | ----------------- | -
|Equipment                      |  | $             | 63,351  |   |                   | $
|Furniture & Fixtures           |  |               | 16,905  |   |                   |  
|Less: Accumulated Depreciation |  |               | (51,604 | ) |                   |  
|Net Fixed Assets               |  | $             | 28,652  |   |                   | $



Depreciation expense



Depreciation expense for the three months
ended June 30, 2015 and June 30, 2014 was $3,773 and $2,767, respectively. Depreciation expense for the six months ended June
30, 2015 and 2014 was $7,022, and $7,857 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 June 30, 2015 and December 31, 2014, the balance owed
was $4,128 and $7,088 respectively.



10







MOTIVATING THE MASSES, INC.

Notes to Unaudited Condensed Financial Statements



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 June 30, 2015 and December 31, 2014,
the Company has a deferred revenues balance of $528,912 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 2014 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. This contract has been completed and paid with the exception of an outstanding balance
of $50,000 which will be paid in Q3 of 2015.



Lease



The Company currently occupies office space
at 2121 Palomar Airport Road, Carlsbad, California. The Company signed an eleven month lease agreement starting September 1, 2011
to July 31, 2012 for $3,159 per month. In July of 2012, the Company renewed the 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:



The Company is currently holding over in their
current space as they survey other spaces to relocate. The current holdover rate is 150% of the previous base rent, or $8,766
per month on a month to month basis.



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 Condensed 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 16,333,190 and 15,624,300 issued and outstanding as of June 30, 2015
and December 31, 2014, respectively. Each holder of common stock is entitled to one vote for each share held. During six months
period ended June 30, 2015, we did not repurchase any shares of our common stock.



In the six months ended June 30, 2015, the
Company issued 696,890 common shares as a stock dividend to current shareholders as loyalty shares based on their investment on
March 31, 2015 at fair value.





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







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 June 30,
2015 were $1,300,677 compared to $987, 922 for the three months ended June 30, 2014 which was an increase of $314,994, or 31.96%.
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 June 30, 2015.



Revenues for the six months ended June 30,
2015 were $2,172,474 compared to $1,673, 222 for the six months ended June 30, 2014 which was an increase of $501,491, or 30%.
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 June 30, 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 second quarter ended June 30, 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
June 30, 2015 was 60.07% of sales compared to 63.18% for the three months ended June 30, 2014. The slight decrease in gross margin
was due to a couple of factors. One factor was the addition of Sean Smith as a coach which assisted in increasing revenues but
also increased the coaching expenses. Nicole Roberts Jones also increased her coaching clients and revenue which increased overall
coaching commission by 25%. These factors contributed to the overall decrease in Gross Margin as the costs were more of a one-to-one
revenue model as opposed to a one-to-many model. Our company strategy is to increase these coaches clients into a one-to-many
model, or group coaching.



The gross margin for the six months ended
June 30, 2015 was 62.4% of sales compared to 65% for the six months ended June 30, 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. Another factor was the addition of Sean Smith as a coach which assisted in increasing revenues but also increased
the coaching expenses. Nicole Roberts Jones also increased her coaching clients and revenue which increased overall coaching commission
by 25%. These factors contributed to the overall decrease in Gross Margin as the costs were more of a one-to-one revenue model
as opposed to a one-to-many model. Our company strategy is to increase these coaches clients into a one-to-many model, or group
coaching. 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



Total operating income for the three months
ended June 30, 2015 was $84,681 as compared to $169,140 for the three months ended June 30, 2014, which was a decrease of $83,394.
Total operating income for the six months ended June 30, 2015 was $83,261 as compared to $188,147 for the six months ended June
30, 2014, which was a decrease of $103,288. The reason for the decrease was mainly due to the Company having incurred more consulting
expense, wages and other compensation expense, and professional expense.



14







Operating expenses were $696,639 for the three
months ended June 30, 2015 compared to $455,354 for the three months ended June 30, 2014, which was an increase of $241,285. Operating
expenses were $1,272,462 for the six months ended June 30, 2015 compared to $899,832 for the six months ended June 30, 2014, which
was an increase of 372,630. The reason for the increase was mainly due to the Company having incurred more consulting expense,
wages and other compensation expense, and professional expense.



Bad debt expense was 17,600 for the three
months ended June 30, 2015 as compared to $18,955 for the three months ended June 30, 2014. Which was a decrease of 1,355. Bad
debt expense was $11,703 for the six months ended June 30, 2015 as compared to $28,480 for the six months ended June 30, 2014,
which was a decrease of $16,777. The reason for the decrease is due to the reduction in Accounts Receivable.



Consulting expense was $162,326 for the three
months ended June 30, 2015 as compared to $104,002 for the three months ended June 30, 2014, resulting in an increase of $58,324.
The increase was due to the addition of adding compliance consultants, PR firm, attorneys and regulatory guidance consultants.
Consulting expense was $332,251 for the six months ended June 30, 2015 as compared to $200,150, resulting in an increase of $166,899.
The increase was due to the addition of adding compliance consultants, PR firm, attorneys and regulatory guidance consultants.



Professional fees were $71,795 for the three
months ended June 30, 2015 as compared to $15,500 for the three months ended June 30, 2014, resulting in an increase of $52,295.
The increase was due to increasing the professional services such as accounting, auditing and legal. Professional fees were $113,055
for the six months ended June 30, 2015 as compared to $42,900 for the six months ended June 30, 2014, resulting in an increase
of $4,453. The increase was due to adding professional consultants relating to legal compliance and auditing.



Wages and other compensation were $287,886
for the three months ended June 30, 2015 as compared to $141,329 for the three months ended June 30, 2014, resulting in an increase
of $146,557. The increase was due to the company expanding operations. The company added a customer service position and other
increase is due to increase in executive salaries. Wages and other compensation were $537,445 for the six months ended June 30,
2015 as compared to $346, 921 for the six months ended June 30, 2014, resulting in an increase of $190,524. The increase was due
to the company expanding operations. The company added a customer service position and other increase is due to increase in executive
salaries.



Liquidity and Capital Resources



Our cash balance is $275,258 as of June 30,
2015 as compared to $23,810 as of December 31, 2014.



As of June 30, 2015, total current assets
were $803,506 compared to $666,137 at December 31 2014. The increase of $137,369 in current assets is mainly a result of an increase
in accounts receivable due to an increase of sales in the first two quarters of 2015.



As of June 30, 2015, total current liabilities
were $584,270 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 six months ended June 30, 2015,
net cash provided by operating activities was $250,047 consisting of $10,597 decrease in accounts receivable, $56,481 decrease
in prepaids, $101,383 increase in deferred revenues, $39,790 decrease in deposits and $98,448 decrease in accounts payable. For
the same six months ended June 30, 2014, net cash used by operating activities was $292,762, consisting of $569,380 increase in
accounts receivable, $200 increase in bad debt, $3,325 increase in prepaids, $124,579 increase in deferred revenue, $39,623 increase
in deposits and $2,697 decrease in accounts payable.



Net cash used in investing activities for
the six months ended June 30, 2015 was $6,639. Net cash used in investing activities for the six months June 30, 2014 was $11,995.



Net cash provided from financing activities
for the six months ended June 30, 2015, were $8,040 consisting of $11,000 in net proceeds from the private sale of common shares.
Net cash provided from financing activities for the six months ended June 30, 2014 was mainly due to $173,056 from the private
sale of common shares.



15







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 is in the process
of restructuring its compensation plan in a way to reduce cash expense while incentivizing increased sales. At the moment, they
are reviewing a number of stock option and equity plans. 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 June 30, 2015.



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. Note 2 above 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.



16







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 June 30, 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
June 30, 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.



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



None.



Item 3. Defaults upon Senior Securities



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 August 19, 2015.



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



18