UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): ~~September 25~~December 18, 2017

MOTIVATING THE MASSES, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-187554	88-0410660
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

5950 La Place Court, Suite 160 Carlsbad, California			92008
(Address of principal executive offices)			(Zip Code)

	(760) 931-9400
	(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~¨ Soliciting~~☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

~~SECTION~~Section 1 4 – ~~MATTERS~~Registrant’s ~~RELATED~~Business TOand ~~ACCOUNTANTS AND FINANCIALS STATEMENTS~~Operations

~~ITEM 4~~Item 1.~~02.~~01 Entry into ~~NON-RELIANCE~~a ONMaterial ~~PREVIOUSLY~~Definitive ~~ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.~~Agreement

On December ~~September 25~~18, 2017, ~~the Board of Directors of~~ Motivating The Masses, Inc. (the “Company”) ~~concluded~~entered ~~that~~into ~~the~~a ~~Company’s previously~~Revenue ~~issued financial~~Based Factoring Agreement and ~~statements for~~a ~~the~~Security ~~years~~Agreement ~~ended~~and ~~December~~Guaranty 31(collectively, ~~2015~~the ~~and~~“Loan ~~December~~Agreements”) 31with Strategic Funding Source, ~~2016~~Inc. ~~and~~(“SFS”) to ~~for~~borrow $202,000 (the ~~quarters~~“Loan”) ~~ended~~from ~~March~~SFS. ~~31,~~Pursuant ~~2015,~~to ~~June~~the 30Loan Agreements, ~~2015,~~ ~~September~~in ~~30,~~the ~~2015,~~consideration ~~March~~of ~~31,~~the ~~2016~~Loan, ~~June~~the 30Company agrees to sell, ~~2016~~assigns and ~~September~~transfers ~~30,~~to ~~2016~~SFS ~~(collectively,~~all of the ~~“Restated~~Company’s ~~Periods”)~~future receipts, accounts, contract rights and other obligations ~~should~~arising nofrom ~~longer~~or berelating ~~relied~~to ~~upon~~the ~~because~~payment of monies from the Company’s ~~did~~customers’ ~~not~~and/or ~~properly~~other ~~account~~third ~~for~~party ~~(a)~~payors ~~the~~made by ~~potential~~cash, ~~for~~check, ~~rescission~~electronic transfer or other form of ~~certain~~monetary ~~common~~payment in the ordinary course of the Company’s business, ~~stock~~until ~~issuances~~such time as the amount of $277,750 ~~and~~has ~~(b)~~been ~~non-cash~~paid ~~charges~~to ~~associated~~SFS. ~~with~~The ~~certain~~Company ~~stock-based~~is ~~compensation~~required ~~(warrants~~to ~~and~~repay ~~common~~a ~~stock)~~daily amount of $1,232 to SFS.

The Company ~~plans~~grants to ~~file~~SFS ana ~~amendment~~security tointerest ~~its~~in all personal property of the Company, including all accounts, chattel paper, cash, ~~SEC~~deposit ~~filings~~accounts, ~~which~~documents, ~~will~~equipment, ~~include~~general ~~restated~~intangibles, ~~financial~~instruments, ~~information~~inventory, ~~for~~or investment property, and all proceeds of such property. Lisa Nichols, the ~~Restated~~Company’s ~~Periods~~founder and Chief Executive Officer, asprovides ~~follows:~~personal guaranty under the Loan Agreements to SFS on the Company’s performance of all of the representations, warranties, covenants made by the Company in the Loan Agreements.

·The proceeds ~~Due~~of to the ~~potential~~loan ~~for~~will ~~rescission~~be ofused ~~certain~~by ~~common~~the ~~stock~~Company ~~issuances,~~to pay the ~~impacted~~expenses ~~common~~related ~~stock~~to ~~will~~restating ~~now~~its befinancial ~~recorded~~statements asfor ~~temporary~~certain periods ~~equity~~in 2015 and 2016, ~~rather~~as ~~than~~previously ~~permanent~~disclosed ~~equity,~~in a Current Report on Form 8-K filed by the ~~balance~~Company ~~sheet~~on September 26, 2017.

·Section 2 ~~The~~– ~~grant~~Financial date value of certain warrants issued to a financial advisor will be recorded as a non-cash charge to the income statement, which will increase the accumulated deficit with an offsetting increase in additional-paid-in-capital on the balance sheet.Information

·Item 2.03, ~~Certain~~Creation ~~common~~of ~~stock issuances were originally recorded similar to~~ a ~~stock~~Direct ~~dividend,~~Financial ~~which~~Obligation ~~directly~~or ~~increased~~an ~~the~~Obligation ~~accumulated~~under ~~deficit by the issuance date value of the common stock, with~~ an ~~offsetting increase in common stock (at par value) and additional~~Off-~~paid-in-capital~~Balance ~~(the~~Sheet ~~remainder),~~Arrangement ~~which~~of ~~was the appropriate treatment on the balance sheet, but now~~ a ~~corresponding non-cash charge will be recorded to the income statement.~~Registrant

The information ~~Company~~set ~~believes~~forth itabove isunder ~~premature~~Item to1.01 ~~quantify the~~is ~~amount~~hereby ofincorporated ~~the~~by ~~restatements~~reference atinto ~~the~~this ~~current~~Item ~~time~~2.03.

~~The Company has discussed the restatements with its prior independent registered public accounting firm, Anton & Chia LLP, and its current independent registered public accounting firm, Marcum LLP.~~SIGNATURES

~~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 hereunto duly authorized.

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 hereunto duly authorized.

	MOTIVATING THE MASSES, INC.

Date: December 21, 2017	By:	/s/ Lisa Nichols
		Name: Lisa Nichols
		Title: Chief Executive Officer

	MOTIVATING THE MASSES, INC.
Date: September 26, 2017	By:	/s/ Scott Ryder
		Name: Scott Ryder
		Title: Chief Financial Officer

Filing Compare · MOTIVATING THE MASSES INC