MNMT Motivating The Masses Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1 to

FORM 10-Q/A

 

(Mark One)

 

þ

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2015

 

Or

 

¨

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from __________ to __________

 

Motivating the Masses, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada	333-187554	88-0410660
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

2121 Palomar Airport Rd,. Ste. 300, Carlsbad, CA 92011

(Address of principal executive offices) (Zip code)

 

760-931-9400

(Registrant’s telephone number, including area code)

 

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 requirement 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 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.  (Check one):

 

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

 

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

 

The number of shares of the registrant’s only class of common stock issued and outstanding as of September 18, 2015, was 16,383,190 shares.

 

 

Explanatory Note

 

The purpose of this Amendment No. 1 to Motivating the Masses, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission on August 28, 2015 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

The purpose of this Amendment No. 1 to Motivating the Masses, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the Securities and Exchange Commission on August 28, 2015 (the “Form 10-Q”), is to also furnish Exhibit 10.1 and 10.2 to the Form 10-Q. Exhibit 10.1 to this report provides the Common Stock Repurchase Agreement between the Company and Mr. Corso dated July 29, 2015. Exhibit 10.2 to this Report is a copy of the August 8, 2015 Board Resolution approving the issuance of 40,000 shares of the Company’s common stock to Alex Henderson.

 

The Company is also including subsequent events disclosures in the financial statements for the quarterly period ended June 30, 2015. These items are listed below in Item 5.

 

Item 5. Other Information

 

On April 24, 2015, the Board of Directors of the Company unanimously approved a resolution terminating the Company’s consulting agreement with Stephen Corso and cancelling the issuance of all securities that were issued by the Company to Mr. Corso. The termination of Mr. Corso was effected when the Company learned that Mr. Corso had caused a Current Report on Form 8-K to be filed on behalf of the Company on April 20, 2015, without the Company’s approval.

 

On April 29, 2015 The Company sent Mr. Corso a notice of termination notifying him of the foregoing.

 

On May 5, 2015 the Company sent a letter to the United States Securities and Exchange Commission notifying it of the filing of the April 20, 2015 Current Report on Form 8-k without the Company’s permission.

 

On July 29, 2015, the Company and Mr. Corso executed a Common Stock Repurchase Agreement pursuant to which the Company acquired the 1,500,000 shares of the Company’s common stock owned by Mr. Corso for aggregate consideration of $150. A copy of the Common Stock Repurchase Agreement is annexed hereto as Exhibit 10.1.

 

On August 8, 2015, the Company issued 40,000 new shares of common stock to Alex Henderson for services valued at $20,000. These shares were issued for services rendered from January 18, 2013 to July, 31, 2015. A copy of the Minutes of the Board of Directors approving the issuance of shares to Mr. Henderson is annexed hereto as Exhibit 10.2

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify disclosures made in the original Form 10-Q.

 

 

ITEM 6.

EXHIBITS

 

Exhibit Number		Description of Exhibit
10.1		Repurchase Agreement between the Company and Stephen Corso dated July 29, 2015
10.2		Board of Directors minutes for Shares issuance to Alex Henderson dated August 8, 2015
31.1		Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)
31.2		Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

EX-101.INS		XBRL INSTANCE DOCUMENT
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

 

SIGNATURES

 

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

 

	MOTIVATING THE MASSES, INC.
DATE: September 21, 2015	By:	/s/ Lisa S. Nichols
		Lisa S. Nichols
		Chief Executive Officer

 

 

DATE: September 21, 2015	By:	/s/ Alex Henderson
		Alex Henderson
		Chief Financial Officer

 

 

 

Exhibit 10.1

 

COMMON STOCK REPURCHASE AGREEMENT

 

THIS COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of July 29, 2015 by and between Motivating the Masses, Inc., a Nevada corporation (the “Company”), and Steven Corso (the “Stockholder”).

 

RECITALS

 

WHEREAS, the Stockholder is the holder of 1,500,000 shares of the Company’s common stock (the “Common Stock”); and

 

WHEREAS, the Stockholder desires to sell, and the Company desires to repurchase, shares of Common Stock (the “Shares”) on the terms and subject to the conditions set forth in this Agreement (the “Repurchase”).

 

NOW, THEREFORE, in consideration of the promises, covenants and agreements herein contained, the parties agree as follows:

  

AGREEMENT

 

SECTION 1. REPURCHASE OF SHARES.

 

1.1 Repurchase. At the Closing (as defined below), the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell, assign and transfer to the Company, all of the Stockholder’s right, title and interest in and to the Shares for an aggregate repurchase price of $150 (the “Repurchase Amount”). Upon the execution of this Agreement, the Stockholder shall execute an Assignment Separate from Certificate, in the form attached hereto as Exhibit A (the “Stock Assignment”), and at the Closing shall deliver the Stock Assignment and the stock certificate representing the Shares (or an affidavit of lost certificate in lieu of the stock certificate representing the Shares). Upon consummation of this Agreement, the Company shall cancel such stock certificate and shall issue a new stock certificate to the Stockholder representing the balance of the Stockholder’s unpurchased shares. The Repurchase Amount shall be paid by cash, check, or wire transfer of immediately available funds to an account or accounts to be designated by the Stockholder.

 

1.2 Closing. The closing of the Repurchase (the “Closing”) shall take place at the offices of the Company on the date hereof, or at such other time and place as the parties hereto shall mutually agree.

 

1.3 Termination of Rights as the Stockholder. Upon payment of the Repurchase Amount, the Shares shall cease to be outstanding for any and all purposes, and the Stockholder shall no longer have any rights as a holder of the Shares, including any rights that the Stockholder may have had under the Company’s Certificate of Incorporation or otherwise.

 

1.4 Withholding Rights. The Company shall be entitled to deduct and withhold from the Repurchase Amount such amounts as it may be required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of foreign, state or local tax law. To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Stockholder.

 

 

SECTION 2. REPRESENTATIONS AND WARRANTIES.

 

In connection with the transactions provided for hereby, the Stockholder represents and warrants to the Company as follows:

 

2.1 Ownership of Shares. The Stockholder has good and marketable right, title and interest (legal and beneficial) in and to all of the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying for the Shares in accordance with this Agreement, the Company will acquire good and marketable title to the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.

 

2.2 Authorization. The Stockholder has all necessary power and authority to execute, deliver and perform the Stockholder’s obligations under this Agreement and all agreements, instruments and documents contemplated hereby and to sell and deliver the Shares being hereunder, and this Agreement constitutes a valid and binding obligation of the Stockholder.

 

2.3 No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach by the Stockholder of, or constitute a default by the Stockholder under, any agreement, instrument, decree, judgment or order to which the Stockholder is a party or by which the Stockholder may be bound.

 

2.4 Experience and Evaluation. By reason of the Stockholder’s business or financial experience or the business or financial experience of the Stockholder’s professional advisers who are unaffiliated with the Company and who are not compensated by the Company, the Stockholder has the capacity to protect the Stockholder’s own interests in connection with the sale of the Shares to the Company, The Stockholder is capable of evaluating the potential risks and benefits of the sale hereunder of the Shares. The Stockholder is an “Accredited Investor” and was an “Accredited Investor” at the time the Investor acquired the Shares from the Company.

 

2.5 Access to Information. The Stockholder has received all of the information that the Stockholder considers necessary or appropriate for deciding whether to sell the Shares hereunder and perform the other transactions contemplated hereby. The Stockholder further represents that the Stockholder has had an opportunity to ask questions and receive answers from the Company regarding the business, properties, prospects and financial condition of the Company and to seek from the Company such additional information as the Stockholder has deemed necessary to verify the accuracy of any such information furnished or otherwise made available to the Stockholder by or on behalf of the Company.

 

2.6 No Future Participation. The Stockholder acknowledges that the Stockholder will have no future participation in any Company gains, losses, profits or distributions with respect to the Shares. If the Shares increase in value by any means, or if the Company’s equity becomes freely tradable and increases in value, the Stockholder acknowledges that the Stockholder is voluntarily forfeiting any opportunity to share in any resulting increase in value from the Shares.

 

 

2.7 Tax matters. The Stockholder has had an opportunity to review with the Stockholder’s tax advisers the federal, state, local and foreign tax consequences of the Repurchase and the transactions contemplated by this Agreement. The Stockholder is relying solely on such advisers and not on any statements or representations of the Company or any of its agents. The Stockholder understands that the Stockholder (and not the Company) shall be responsible for the Stockholder’s tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.

 

SECTION 3. SUCCESSORS AND ASSIGNS.

 

Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

SECTION 4. GOVERNING LAW.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, except the choice-of-law provisions thereof.

 

SECTION 5. ENTIRE AGREEMENT.

 

This Agreement contains the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof, except as expressly referred to herein.

 

SECTION 6. AMENDMENTS AND WAIVERS.

 

Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Stockholder and the Company.

 

SECTION 7. FURTHER ACTION.

 

Each party hereto agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.

 

SECTION 8. SURVIVAL.

 

The representations and warranties herein shall survive the Closing.

 

SECTION 9. SEVERABILITY.

 

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

 

SECTION 10. NOTICES.

  

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile, if sent during normal business hours of the recipient or, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 10).

  

SECTION 11. COUNTERPARTS.

 

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  

IN WITNESS WHEREOF, each of the parties has executed this Stock Repurchase Agreement as of the day and year first above written.

 

	COMPANY
	Motivating the Masses, Inc.
	By:	/s/ Susie Carder
	Name:	Susie Carder
	Title:	COO
	STOCKHOLDER:
		Steven J Corso
	Address:	5782 Shasta Drive
		Encinitas, Ca. 92024

 

  

ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED, the Stockholder hereby sells, assigns and transfers unto Motivating the Masses, Inc. (the “Company”) 1,500,000 shares of the Company’s common stock standing in the Stockholder’s name on the books of the Company and represented by Certificate Number herewith irrevocably constitute and the Company as the Stockholder’s attorney-in-fact, to transfer such stock on the books of the Company with full power of substitution in the premises.

 

 

Dated: 7/29/15

 

	STOCKHOLDER
	/s/ Steven J. Corso

 

This Assignment Separate from Certificate was executed pursuant to the terms of that certain Stock Repurchase Agreement by and between Motivating the Masses, Inc. and the Stockholder dated July 29, 2015.

 

 

 

Exhibit 10.2

 

UNANIMOUS WRITTEN CONSENT

OF THE MEMBERS OF THE

BOARD OF DIRECTORS

OF

MOTIVATING THE MASSES, INC.,

a Nevada corporation

 

August 8, 2015

 

 

The undersigned, being all of the directors of Motivating The Masses, Inc., a Nevada corporation (the “Corporation”), acting pursuant to authority granted by the California Corporation Law, hereby consent to and adopt the following recitals and resolutions by unanimous written consent with the same force and effect as if unanimously adopted at a duly convened meeting of the Board of Directors of the Corporation.

 

WHEREAS, the Board of Directors desires to issue shares for Stock for Services to Alex Henderson for services performed up to July 31, 2015, and;

 

WHEREAS, These shares will be issued as a stock for services;

 

NOW, THEREFORE, it is unanimously

 

RESOLVED, that the following shares be issued to the associated shareholders:

 

Alex Henderson

40,000

 

RESOLVED FURTHER, that the proper Officers of the Corporation be and thereby are authorized and directed on behalf of the Corporation, to make and file such certificates, reports or other instruments as may be required by law to be filed in any State in which said Officers shall find it necessary or expedient to file the same to register or authorize the Corporation to transact business in such state; and it is

 

RESOLVED FURTHER, that this Written Consent may be executed in one or more counterparts, each of which shall be an original and all of which together shall be one and the same instrument. This Written Consent shall be filed in the Minute Book of the Corporation and become a part of the records of the Corporation.

 

 

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Members of the Board of Directors effective this 8^th day of August 2015.

 

		MOTIVATING THE MASSES, INC.
		Lisa S. Nichols, Director
		Susie Carder, Director

 

 

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lisa Nichols and Alex Henderson, certify that:

 

1.          I have reviewed this Form 10-Q of Motivating the Masses, Inc.;

 

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

 

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

 

(c)        Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)        Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)        Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

September 21, 2015	By:	/s/ Lisa Nichols
	Lisa Nichols, Chief Executive Officer (Principal Executive Officer)
September 21, 2015	By:	/s/ Alex Henderson
	Alex Henderson, Chief Financial Officer (Principal Financial Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lisa Nichols and Alex Henderson, certify that:

 

1.          I have reviewed this Form 10-Q of Motivating the Masses, Inc.;

 

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

 

4.          The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)        Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)        Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

 

(c)        Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.          The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)        All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)        Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

September 21, 2015	By:	/s/ Lisa Nichols
	Lisa Nichols, Chief Executive Officer (Principal Executive Officer)
September 21, 2015	By:	/s/ Alex Henderson
	Alex Henderson, Chief Financial Officer (Principal Financial Officer)

 

 

Exhibit 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Motivating the Masses, Inc. for the fiscal quarter ending June 30, 2015, I, Lisa Nichols, Chief Executive Officer of Motivating the Masses, Inc. and Alex Henderson, Chief Financial Officer of Motivating the Masses, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

 

1.          Such Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.          The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of Motivating the Masses, Inc.

 

 

September 21, 2015	By:	/s/ Lisa Nichols
	Lisa Nichols, Chief Executive Officer (Principal Executive Officer)
September 21, 2015	By:	/s/ Alex Henderson
	Alex Henderson, Chief Financial Officer (Principal Financial Officer)

 

 

 

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the accompanying Quarterly Report on Form 10-Q of Motivating the Masses, Inc. for the fiscal quarter ending June 30, 2015, I, Lisa Nichols, Chief Executive Officer of Motivating the Masses and Alex Henderson, Chief Financial Officer of Motivating the Masses, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

 

1.          Such Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.          The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of Motivating the Masses, Inc.

 

 

September 21, 2015	By:	/s/ Lisa Nichols
	Lisa Nichols, Chief Executive Officer (Principal Executive Officer)
September 21, 2015	By:	/s/ Alex Henderson
	Alex Henderson, Chief Financial Officer (Principal Financial Officer)