UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM 10-Q/A

(Mark One)

For the quarterly period ended June 30, 2015

Or

For the transition period from __________ to __________

Motivating the Masses, Inc.

(Exact name of registrant as specified in its charter)

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):

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.

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.