MNMT Motivating The Masses Inc (CE)

Item 4.01 Changes in Registrant’s Certifying Accountant.

Motivating The Masses, Inc. (the “Company”) recently conducted a selection process to determine the Company’s independent registered public accounting firm. On May 4, 2017, the Company entered into an agreement with Marcum LLP (“Marcum”), pursuant to which Marcum will be engaged as the Company’s independent registered public accounting firm to conduct quarterly reviews for the periods ended March 31, 2017, June 30, 2017 and September 30, 2017 and annual audit for the fiscal year ended December 31, 2017. The engagement of Marcum was approved by the Company’s board of directors on May 8, 2017.

On May 4, 2017, the Company informed Anton & Chia LLP (“Anton & Chia”), its current independent registered public accounting firm, of the termination of the engagement of Anton & Chia and the new engagement of Marcum.

The reports of Anton & Chia on the Company’s financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for an emphasis of a matter paragraph regarding a going concern uncertainty.

During the fiscal years ended December 31, 2016 and 2015, and in the subsequent interim period through May 4, 2017, there were: (a) no disagreements with Anton & Chia on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to the satisfaction of Anton & Chia, would have caused Anton & Chia to make reference to the matter in their reports on the financial statements for such years; and (b) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company has provided a copy of the foregoing disclosures to Anton & Chia and requested that Anton & Chia furnish it with a letter addressed to the Securities and Exchange Commission stating whether Anton & Chia agrees with the above statements. A copy of Anton & Chia’s letter, dated May 8, 2017, is filed as Exhibit 16.1 to this Form 8-K.

During the two most recent fiscal years and in the subsequent interim period through May 4, 2017, neither the Company nor anyone on its behalf has consulted with Marcum with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement or a reportable event, each as described in Regulation S-K Item 304(a)(1)(v).