UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION STATEMENT
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
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Check the appropriate box:
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Preliminary Information Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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MOTIVATING
THE MASSES, INC.
(Name
of Registrant as Specified In Its Charter)
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Payment of Filing Fee (Check the
appropriate box):
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title of each class of securities
to which investment applies:
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(2)
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Aggregate number of securities to which investment
applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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MOTIVATING
THE MASSES, INC.
5950
La Place Court, Suite 160
Carlsbad,
California 92008
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
the Shareholders of Motivating The Masses, Inc.:
Motivating
The Masses, Inc. (“we,” “us,” “our,” “MNMT” or the “Company”) will
hold its Annual Meeting of Shareholders for fiscal year ended December 31, 2016 (“Annual Meeting of Shareholders”)
at 5950 La Place Court, Suite 160, Carlsbad, California 92008, on July 31, 2017 (the “Meeting Date”), at 3:00 p.m.
(Pacific Standard Time). Shareholders of the Company as of June 5, 2017 (the “Record Date”) may attend the meeting
in person or telephonically by dialing in at 1-408-638-0968; access code: 277 819 9990. We are holding the meeting for the following
purposes:
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1)
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To elect members
of the Board of Directors;
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2)
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To transact such
other business as may properly come before the meeting and any postponement or adjournment thereof.
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This
Notice of Annual Meeting of Shareholders and the attached Information Statement dated May 1, 2017 should be read in conjunction
with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, which is also provided herein. Collectively,
these documents contain all of the information and disclosures required in connection with the 2017 Annual Meeting of Shareholders.
Copies of all these materials can be found on the Company’s website at
http://www.motivatingthemasses.com/
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By Order of the Board of Directors,
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/s/
Lisa Nichols
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Lisa Nichols, Chief Executive Officer
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May 1, 2017
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INFORMATION
STATEMENT
For
the Annual Meeting of Shareholders to be held on
July
31, 2017
at
5950 La Place Court, Suite 160, Carlsbad, California 92008
at
3:00 p.m. (Pacific Standard Time)
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INTRODUCTION
This
Information Statement is being filed with the Securities and Exchange Commission (the “SEC”) and available to
the shareholders of Motivating The Masses, Inc., a Nevada corporation, on or about May 1, 2017. This Information Statement
relates to our resolutions to (a) elect members of the Board of Directors for the coming year; and (b) transact such other business as may properly
come before the meeting and any postponement or adjournment thereof.
These
resolutions have been adopted by our Board of Directors on May 1, 2017 in accordance with statutes governing Nevada corporations
and will be presented at the Annual Meeting of Shareholders.
A
majority of our outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law.
Our
majority shareholders who beneficially own 59.82% of our outstanding voting shares of Common Stock, have voted via written consent
on May 1, 2017 in favor of Proposal 1 included herein. No other votes are required or necessary to adopt the resolutions described
in this Information Statement.
We
are not asking you for a proxy and you are requested not to send us a proxy.
Dissenters’
Right of Appraisal
Our
shareholders do not have dissenters’ rights of appraisal with respect to the proposals to be considered at the Annual Meeting
of Shareholders.
Other
Business
As
of the date hereof, our management has no knowledge of any business other than that described in the notice for the Annual Meeting
that will be presented for consideration at the Annual Meeting of Shareholders.
BENEFICIAL
OWNERSHIP AND OTHER MATTERS
Record
Date
The
record date for determining the shareholders entitled to vote at the Annual Meeting of Shareholders is the close of business on
June 5, 2017 (the “Record Date”), at which time we expect to have issued and outstanding 16,250,734 shares of Common
Stock which are owned by 120 shareholders of record.
Beneficial
Ownership
The
following table sets forth information known to us as of the Record Date relating to the beneficial ownership of shares of our
common stock by:
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▪
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each person who is known
by us to be the beneficial owner of more than 5% of our outstanding common stock;
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each director;
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each named executive officer; and
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all named executive officers and directors as a group.
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Unless
otherwise indicated, the business address of each person listed is in care of 5950 La Place Court, Suite 160, Carlsbad, California
92008. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all
shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of
exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable
within 60 days of the Record Date. Except as otherwise indicated, the persons listed below have sole voting and investment power
with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of the date of this Annual
Report by each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock,
each of our directors and named executive officers, and all of our directors and executive officers as a group.
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Title
of Class
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Name
and Address of Beneficial
Owner
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Number
of Shares
Beneficially Owned
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Percent
of
Class (1)
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Officers and Directors
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Common Stock
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Lisa Nichols, CEO and Director
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6,721,500
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41.36
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Common Stock
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Susie Carder, Director
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3,000,000
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18.46
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%
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Common Stock
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Alma Diversified Holdings LLC (2)
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1,365,000
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7.75
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%
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Common Stock
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Scott Ryder, Treasurer, Secretary and CFO
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0
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0
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%
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Common Stock
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All directors and named executive officers as
a group (3 persons)
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9,721,500
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59.82
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(1)
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Percentage of beneficial ownership
of our common stock is based on 16,250,734 shares of common stock outstanding as of the date of the filing. We expect that
the total outstanding shares of common stock will stay the same as of the Record Date.
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(2)
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In connection with the Common Stock Purchase Warrants issued to Andrew Garrett, Inc. on January 22, 2016, for purchase of
up to 1,950,000 shares of the Company’s common stock, Andrew Garrett, Inc. subsequently authorized the Company to cancel
the original warrant and reallocate a warrant to purchase up to 1,365,000 shares to Alma Diversified Holdings LLC and a warrant
to purchase up to 585,000 shares to SDR Diversified Holdings LLC. The percentage of ownership of Alma Diversified Holdings
LLC’s stock is based on a total of 17,615,734 shares of common stock, assuming the full conversion of all the warrants
it owns.
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Changes
in Control
Our
management is not aware of any arrangements which may result in “changes in control” as that term is defined by the
provisions of Item 403(c) of Regulation S-K.
PROPOSAL 1
PROPOSAL FOR THE ELECTION OF DIRECTORS
The Board of Directors is comprised of
only one class. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected
and qualified, or until their earlier death, retirement, resignation or removal. There are no family relationships among our directors
and executive officers. Provided below are brief descriptions of the business experience of each director during the past five
years and an indication of directorships held by each director in other companies subject to the reporting requirements under the
Federal securities laws.
If any director nominee named in this Information
Statement shall become unable or decline to serve (an event which the Board of Directors does not anticipate), a substitute may
be nominated and elected.
Information with Respect to Director Nominees
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Name
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Age
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Current Position with the Company
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Lisa Nichols
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50
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Chief Executive Officer and Director
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Susie Carder
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52
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Director
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Lisa Nichols, Chief Executive Officer
and Director
Lisa Nichols is the founder of the Company.
She is a best-selling author, a popular public speaker and a powerful coach. Ms. Nichols has been honored with many awards in recognition
for her empowering work, including the Humanitarian Award from South Africa, the Ambassador of Good Will Award, Emotional Literacy
award, The Legoland Foundation’s Heart of Learning Award. The Mayor of Henderson, Nevada has proclaimed November 20th as
Motivating the Teen Spirit Day. And recently the Mayor of Houston, Texas proclaimed May 9th as Lisa Nichols day for her dedication
to service, philanthropy and healing. Her book, No Matter What! hit 6 bestsellers list, including the New York Times list. Lisa
graduated from Dorsey High School in 1984.
Susie Carder, Director
Susie Carder has been instrumental in the
development of the Company’s systems, procedures, company culture, revenue streams, and service delivery for the past 10
years as a consultant and/or as an Executive Coach to the founder Lisa Nichols. Ms. Carder is an expert in providing companies
with training, organizational development, management leadership development, and growth solutions. As CEO of Salon Training International
from 1995 to 2010, she gained expertise in operations management, finance, sales accountabilities systems, and marketing, and she
led the company to increase its revenues and investment opportunities. Susie graduated from Marvista High School in 1982.
Pursuant to our Bylaws, this proposal can
be approved at the meeting by a majority of the votes cast at the election, either in person or by proxy.
Our shareholders who beneficially own
a majority of our outstanding voting shares of Common Stock have voted via written consent in favor of this proposal as of May
1, 2017. We are not asking you for a proxy for this proposal and you are requested not to send us a proxy.
Executive Officer(s)
Our executive officers who do not serve as directors and/or
who are not nominees for election as directors are:
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Name
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Age
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Current Position with the Company
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Scott Ryder
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48
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Chief Financial Officer, Treasurer and Secretary
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Scott M. Ryder Jr., Chief Financial
Officer, Treasurer and Secretary
Scott Ryder served as the Company’s
Chief Financial Officer since October 15, 2015. He is responsible for the Company’s accounting, investor relations, financial
decision support, financial planning & analysis, internal audit, tax, human resources and information technology. Prior to
joining the Company, Mr. Ryder served as Chief Financial Officer of The ManKind Project USA from 2014 to 2016, a renowned global
non-profit charitable organization whose high-profile work empowers men worldwide to missions of service on behalf of their communities.
From 2000 to 2012, he served as Head of Operations, Investment Banking Group for D.A. Davidson & Company, a full-service investment
firm with $45 billion in client assets under management, and as Chief Operating Officer/Chief Compliance Officer for McGladrey
Capital Markets LLC (Costa Mesa). Mr. Ryder earned his Master of Business Administration from the Paul Merage School of Business,
University of California, Irvine, in 2000 and Bachelor of Arts in Economics from the University of Redlands in 1991.
GOVERNANCE OF THE COMPANY
Board Committees
Due to our lack of operations and size,
we do not have an audit committee. Furthermore, since we are not currently listed on a national securities exchange, we are not
subject to any listing requirements mandating the establishment of any particular committees. For these same reasons, we did not
have any other separate committees during the fiscal year ended December 31, 2016. All functions of a nominating committee, audit
committee and compensation committee were performed by our whole board of directors. Our board of directors may undertake a review
of the need for these committees in the future.
Director Independence
We do not currently have any independent
directors and none of our directors qualifies as an “audit committee financial expert.”
Code of Ethics
We have adopted a Code of Ethics that applies to all employees,
including our officers and directors.
Directors Attendance at Meetings
During fiscal year ended December 31, 2016,
the Board held two meetings. None of the directors attended fewer than 75% of the total number of Board of Directors meeting or
the Board committee(s) of which he or she was a member during fiscal year 2016.
We intend to schedule a Board meeting in
conjunction with our Annual Meeting and expect that our directors will attend, absent a valid reason, such as a schedule conflict.
Shareholder Communications with Directors
Shareholders of the Company who want to communicate with our
Board or any individual director can write to:
Motivating the Masses, Inc.
5950 La Place Court, Suite 160
Carlsbad, California 92008
Attn: Management
Your letter should indicate that you are
a shareholder of the Company. Depending on the subject matter, the management will:
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Forward the communication
to the Director or Directors to whom it is addressed;
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Attempt to handle the
inquiry directly, for example where it is a request for information about the Company or it is a stock-related matter; or
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Not forward the communication
if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
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At each Board meeting, a member of management
presents a summary of all communications received since the last meeting that were not forwarded and makes those communications
available to the Directors on request.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires
our officers, directors and persons who own more than 10% of any class of our securities registered under Section 12(g) of the
Exchange Act to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies
of such reports furnished to us or written representations that no other reports were required, we believe that all filing requirements
of Section 16(a) applicable to our officers, directors and 10% stockholders during the fiscal year ended December 31, 2016 were
complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not entered into any transactions
during the last two fiscal years with any director, executive officer, director nominee, 5% or more shareholder, nor have we entered
into transactions with any member of the immediate families of the foregoing person (include spouse, parents, children, siblings,
and in-laws) nor is any such transaction proposed, except as follows:
Employment Agreement
On January 1, 2015, the Company entered
into employment agreements with Lisa Nichols, Chief Executive Officer, Susie Carder, then Chief Operating Officer and Alex Anderson,
then Chief Financial Officer. Each employment agreement was for one year starting from January 1, 2015. Pursuant to their employment
agreements, Ms. Nichols shall receive an annual salary of $225,000, Ms. Carder an annual salary of $200,000, and Mr. Anderson an
annual salary of $100,000. On October 12, 2015, the Company entered into an employment agreement with Scott Ryder as the Company’s
Chief Financial Officer to replace Mr. Anderson. Pursuant to his employment agreement, Mr. Ryder receives an annual salary of $150,000.
The employment agreements for the officers stipulate a potential bonus at the discretion of the Board of Directors. In the year
ended December 31, 2016, the Company paid a bonus of $231,077 to Ms. Nichols our CEO, $152,555 to Ms. Carder our President and
COO, and $33,350 to Mr. Henderson our former CFO.
On May 1, 2016, the Company executed employment
agreements with Lisa Nichols, Chief Executive Officer and Susie Carder, then Chief Operating Officer, both of who also serve on
the Company’s Board of Directors. On October 6, 2016 the employment agreement with Scott Ryder, Chief Financial Officer,
automatically renewed for another year. Pursuant to their employment agreements, Ms. Nichols shall receive an annual salary of
$225,000, Ms. Carder an annual salary of $200,000, and Mr. Ryder an annual salary of $150,000.
On October 17, 2016, Susie Carder tendered
her resignation as President and Chief Operating Officer of the Company. On the same day, the Company and Ms. Carder entered into
an independent contractor agreement regarding Ms. Carder’s role as a consultant to the Company. As of the date of this filing,
Ms. Carder is a director and consultant of the Company.
Other than disclosed above, there have
been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item
404 of Regulation S-K.
Review, Approval and Ratification of Related Party Transactions
We currently have not adopted formal rules and procedures to
review, approve and ratify related party transactions. We may consider adopting such in the future.
LEGAL PROCEEDINGS
From time to time, we may be involved in
litigation relating to claims arising out of our operations in the normal course of business. We are currently not aware of any
pending or threatened legal proceeding that, if determined in a manner adverse to us, could have a material adverse effect on our
business and operations.
EXECUTIVE AND DIRECTOR COMPENSATION
The table set forth below summarizes the
annual and long-term compensation for services in all capacities to us payable to our principal executive officers during the years
ended December 31, 2016 and December 31, 2015.
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Summary Compensation Table
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Name and
Principal
Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)
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Total
($)
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Lisa Nichols, CEO and Director
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2016
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225,000
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152,002
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—
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—
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—
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—
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152,002
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377,022
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2015
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225,000
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231,077
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—
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—
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—
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—
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231,077
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456,077
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Susie Carder, President, COO and a Director (1)
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2016
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225,000
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32,705
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—
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—
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—
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—
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32,705
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149,372
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2015
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200,000
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152,555
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—
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—
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—
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—
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152,555
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352,555
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Alex Henderson, Treasurer, CFO and a Director (2)
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2016
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—
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—
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—
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—
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—
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—
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—
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—
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2015
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80,000
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33,350
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25,000
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—
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—
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—
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58,350
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138,350
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Scott Ryder, Treasurer, Secretary and CFO (3)
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2016
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150,000
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40,874
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—
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—
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—
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—
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40,874
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190,874
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2015
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34,375
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—
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—
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—
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—
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—
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—
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34,375
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(1)
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Susie Carder was the Company’s President and Chief Operating Officer until October 17, 2016 when she tendered her resignation.
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(2)
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Alex Henderson was appointed as Chief Financial Officer and a Director of the Company in November of 2013; and resigned in October 2015.
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(3)
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Scott Ryder was appointed as Chief Financial Officer on October 12, 2015.
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Employment Agreement
On January 1, 2015, the Company entered
into employment agreements with Lisa Nichols, Chief Executive Officer, Susie Carder, Chief Operating Officer and Alex Anderson,
then Chief Financial Officer. Each employment agreement is for one year starting from January 1, 2015. Pursuant to their employment
agreements, Ms. Nichols shall receive an annual salary of $225,000, Ms. Carder an annual salary of $200,000, and Mr. Anderson an
annual salary of $100,000. On October 12, 2015, the Company entered into an employment agreement with Scott Ryder as the Company’s
Chief Financial Officer to replace Mr. Anderson. Pursuant to his employment agreement, Mr. Ryder receives an annual salary of $150,000.
The employment agreements for the officers stipulate a potential bonus at the discretion of the Board of Directors. In the year
ended December 31, 2015, the Company paid a bonus of $231,077 to Ms. Nichols our CEO, $152,555 to Ms. Carder our President and
COO, and $33,350 to Mr. Henderson our former CFO.
On May 1, 2016, the Company executed employment
agreements with Lisa Nichols, Chief Executive Officer and Susie Carder, then Chief Operating Officer, both of who also serve on
the Company’s Board of Directors. On October 6, 2016 the employment agreement with Scott Ryder, Chief Financial Officer,
automatically renewed for another year. Pursuant to their employment agreements, Ms. Nichols shall receive an annual salary of
$225,000, Ms. Carder an annual salary of $200,000, and Mr. Ryder an annual salary of $150,000. In the year ended December 31, 2016,
the Company paid a bonus of $152,002 to Ms. Nichols our CEO, $32,705 to Ms. Carder our President and COO, and $40,874 to Mr. Ryder
our CFO.
On October 17, 2016, Susie Carder tendered
her resignation as President and Chief Operating Officer of the Company. On the same day, the Company and Ms. Carder entered into
an independent contractor agreement regarding Ms. Carder’s role as a consultant to the Company. As of the date of this filing,
Ms. Carder is a director and consultant of the Company.
OUTSTANDING EQUITY AWARDS
The Company’s 2016 Equity Incentive
Plan was adopted by the Board of Directors on April 26, 2016 and approved by its shareholders holding a majority of the Company’s
shares of common stock via written consent on April 26, 2016. No incentive awards were made during the year ended December 31,
2016.
STOCK OPTIONS.
No grants of stock options or stock appreciation rights were
made during the year ended December 31, 2016.
LONG TERM INCENTIVE PLANS.
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers.
COMPENSATION OF DIRECTORS
There have been no payments or equity awards issued to any of
our directors for their services as directors for the fiscal year ended December 31, 2016.
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Independent Public Accountants
On April 24, 2015, the Company notified
Terry L. Johnson, CPA (“Johnson”), its then independent accountant since January 20, 2014, that Johnson was dismissed
as its independent registered accountant, after learning that Johnson had ceased operations as described in the Division of Corporation
Finance Financial Reporting Manual.
On May 6, 2015, the Company engaged Anton
& Chia, LLP (“Anton & Chia”) to act as the Company’s independent registered public accountant beginning
immediately and, specifically, to (i) perform a review of the Company’s interim financial statements and Form 10-Q filings
for the three quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 in accordance with the requirements of SAS No.
100; and (ii) to audit the balance sheet of the Company as of December 31, 2016 and the related statement of operations, stockholders’
equity and cash flows for the year ended December 31, 2016.
The Company is currently in the process
of seeking and engaging a new independent registered public accountant, which may or may not be finalized prior to the Annual
Shareholder Meeting. Once a new candidate is identified, the Company plans to seek the approval from the Board of Directors and
shareholders who beneficially own a majority of our outstanding voting shares of Common Stock via written consent.
Audit Fees
The aggregate audit fees billed for the
fiscal years ended December 31, 2016 and 2015 pertaining to the audit of our annual financial statements and review of our quarterly
financial statements were $111,851 and $66,700, respectively.
Audit-Related Fees
No such fees were incurred in fiscal year 2016.
All Other Fees
No other fees were incurred in fiscal year 2016.
Is shareholder vote required to approve the appointment
of an independent registered public accountant?
Shareholder ratification of the appointment
of our independent auditors is not required by the Company’s bylaws or otherwise. However, we normally submit this proposal
to the shareholders as a matter of good corporate practice. Approval of this proposal requires the affirmative vote of a majority
of the votes cast on the proposal. If the appointment of an independent registered public accountant is not ratified, the Board of Directors will reconsider
the appointment. Even if the appointment is ratified, the Board of Directors in its discretion may direct the appointment of a
different independent audit firm at any time during the year if it is determined that such change would be in best interests of
the Company and its shareholders.
We are currently seeking a candidate for our independent auditors, which may or may not be identified prior to the Annual Shareholder Meeting. When a candidate is identified and approved by our Board of Directors and shareholders who beneficially own a majority of our outstanding voting shares of Common Stock via written consent, we plan to file a Current Report on Form 8-K to disclose the appointment. We are not asking you for a proxy in connection with such appointment and you are requested not to send us a proxy.
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SHAREHOLDER PROPOSALS FOR ANNUAL MEETING
OF FISCAL YEAR 2017
Any shareholder who intends to present
a proposal at Annual Meeting of Shareholders for fiscal year ended December 31, 2017 must ensure that the proposal is received
by the Company at 5950 La Place Court, Suite 160, Carlsbad, California 92008 no later than
September 30, 2017
, if the proposal
is submitted for inclusion in our proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of
1934.
ADDITIONAL INFORMATION
We file annual, quarterly and current reports,
information statements and other information with the SEC. Our Annual Report on Form 10-K for the fiscal year ended December 31,
2016 was filed with the SEC on April 14, 2017, a copy of which is being provided to you accompanying this Information Statement.
on You may read and copy any other documents we file with the SEC at the SEC’s public reference room located at 100 F Street,
N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the SEC’s public reference
rooms. Our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov or at our website at
http://www.motivatingthemasses.com/
.
THIS INFORMATION STATEMENT IS DATED MAY
1, 2017. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ABOVE, UNLESS EXPRESSLY PROVIDED, AND THE MAILING OF THIS INFORMATION STATEMENT TO SHAREHOLDERS DOES NOT CREATE ANY IMPLICATION
TO THE CONTRARY.
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By Order of the Board of Directors,
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/s/
Lisa Nichols
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Lisa Nichols, Chief Executive Officer
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May 1, 2017
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Grafico Azioni Motivating The Masses (CE) (USOTC:MNMT)
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