Nevada
|
77-0664193
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
PART I - FINANCIAL INFORMATION
|
|||
ITEM 1.
|
FINANCIAL STATEMENTS.
|
3 | |
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
27 | |
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
|
33 | |
ITEM 4.
|
CONTROLS AND PROCEDURES.
|
33 | |
PART II - OTHER INFORMATION
|
|||
ITEM 1.
|
LEGAL PROCEEDINGS.
|
34 | |
ITEM 1A.
|
RISK FACTORS.
|
34 | |
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
34 | |
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES.
|
35 | |
ITEM 4.
|
(REMOVED AND RESERVED).
|
35 | |
ITEM 5.
|
OTHER INFORMATION.
|
35 | |
ITEM 6.
|
EXHIBITS.
|
36 |
March 31, 2011
|
December 31, 2010
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 333,373 | $ | 43,704 | ||||
Accounts receivable
|
2,020,985 | 426,761 | ||||||
Prepaid stock compensation
|
737,821 | 893,240 | ||||||
Inventory
|
31,011 | - | ||||||
Other current assets
|
12,507 | 42,605 | ||||||
Total Current Assets
|
3,135,697 | 1,406,310 | ||||||
Property and equipment
|
382,029 | 138,551 | ||||||
Prepaid stock compensation
|
938,347 | 1,088,131 | ||||||
Other assets
|
104,533 | 87,989 | ||||||
Total Assets
|
$ | 4,560,606 | $ | 2,720,981 | ||||
Liabilities and Stockholders' Deficit
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued liabilites
|
$ | 3,613,919 | $ | 3,155,701 | ||||
Common stock payable
|
522,000 | - | ||||||
Debt
|
381,071 | 289,488 | ||||||
Derivative liabilities
|
2,149,429 | 622,944 | ||||||
Deferred revenue
|
- | 75,733 | ||||||
Due to factor
|
- | 71,783 | ||||||
Total Current Liabilities
|
6,666,419 | 4,215,649 | ||||||
Long Term Liabilities:
|
||||||||
Debt
|
25,027 | 250,000 | ||||||
Total Liabilities
|
6,691,446 | 4,465,649 | ||||||
Stockholders' Deficit
|
||||||||
Series A, Convertible Preferred Stock, $0.001 par value; 10,000,000 shares
|
||||||||
authorized, none issued and outstanding
|
- | - | ||||||
Common Stock, $0.001 par value; 500,000,000 shares authorized,
|
||||||||
167,610,888 and 118,649,439 issued and outstanding
|
167,611 | 118,649 | ||||||
Additional paid-in capital
|
24,588,910 | 20,012,122 | ||||||
Accumulated deficit
|
(26,887,360 | ) | (21,875,438 | ) | ||||
Total Stockholders' Deficit
|
(2,130,839 | ) | (1,744,667 | ) | ||||
Total Liabilities and Stockholders' Deficit
|
$ | 4,560,606 | $ | 2,720,981 |
Three Months Ended March 31,
|
||||||||
2011
|
2010
|
|||||||
Sales
|
$ | 3,517,774 | $ | 1,258,588 | ||||
Cost of sales
|
2,324,208 | 873,632 | ||||||
Gross profit
|
1,193,566 | 384,956 | ||||||
General and administrative expenses
|
2,280,791 | 2,636,612 | ||||||
Loss from operations
|
(1,087,225 | ) | (2,251,656 | ) | ||||
Other expenses
|
||||||||
Interest expense
|
(518,922 | ) | (358,060 | ) | ||||
Derivative expense
|
(1,359,369 | ) | - | |||||
Change in fair value of derivative liabilities
|
(131,717 | ) | - | |||||
Loss on settlement of accounts payable
|
(1,914,689 | ) | - | |||||
Total other expense
|
(3,924,696 | ) | (358,060 | ) | ||||
Net loss
|
$ | (5,011,922 | ) | $ | (2,609,716 | ) | ||
Net loss per common share - basic and dilutive
|
$ | (0.03 | ) | $ | (0.10 | ) | ||
Weighted average number of common shares outstanding
|
||||||||
during the period - basic and dilutive
|
146,560,444 | 26,113,000 | ||||||
MusclePharm Corporation and Subsidiary
|
|||
Consolidated Statements of Cash Flows
|
|||
(unaudited)
|
Three Months Ended March 31,
|
||||||||
2011
|
2010
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net loss
|
$ | (5,011,922 | ) | $ | (2,609,716 | ) | ||
Adjustments to reconcile net loss to net cash
|
||||||||
used in operating activities:
|
||||||||
Depreciation and amortization
|
10,345 | 3,067 | ||||||
Bad debt (recovery)
|
(13,801 | ) | 1,889 | |||||
Stock issued for services - third parties
|
70,431 | 1,039,500 | ||||||
Amortization of prepaid stock based compensation
|
533,203 | - | ||||||
Amortization of debt discount and debt issue costs
|
485,237 | 334,133 | ||||||
Derivative expense
|
1,359,369 | - | ||||||
Change in fair value of derivative liabilities
|
131,717 | - | ||||||
Loss on settlement of accounts payable
|
1,914,689 | - | ||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease in:
|
||||||||
Accounts receivable
|
(1,580,423 | ) | (325,306 | ) | ||||
Prepaid and other
|
30,098 | 12,720 | ||||||
Inventory
|
(31,011 | ) | (53,811 | ) | ||||
Deposits
|
- | 32,115 | ||||||
Other current Assets
|
- | (2,268 | ) | |||||
Accounts payable and accrued liabilities
|
1,314,846 | 780,551 | ||||||
Deferred revenue
|
(75,733 | ) | 181,498 | |||||
Due to factor
|
(5,853 | ) | - | |||||
Net Cash Used In Operating Activities
|
(868,808 | ) | (605,628 | ) | ||||
Cash Flows From Investing Activities:
|
||||||||
Purchases of property and equipment
|
(253,823 | ) | (650 | ) | ||||
Net Used In Investing Activities
|
(253,823 | ) | (650 | ) | ||||
Cash Flows From Financing Activities:
|
||||||||
Repayment of debt - related party
|
- | (14,615 | ) | |||||
Proceeds from issuance of debt
|
1,482,000 | 620,893 | ||||||
Debt issue costs
|
(69,700 | ) | - | |||||
Net Cash Provided By Financing Activities
|
1,412,300 | 606,278 | ||||||
Net increase in cash
|
289,669 | - | ||||||
Cash at beginning of period
|
43,704 | - | ||||||
Cash at end of period
|
$ | 333,373 | $ | - | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest
|
$ | 54,215 | $ | 754 | ||||
Cash paid for taxes
|
$ | - | $ | - | ||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Stock issued for future services - third parties
|
$ | 228,000 | $ | - | ||||
Debt discount recorded on convertible debt accounted for as a derivative liability
|
$ | 224,531 | $ | - | ||||
Recogntion of stock purchase warranrs as discount to debt
|
$ | 863,440 | $ | 99,603 | ||||
Stock issued to settle debt - third parties
|
$ | 903,850 | $ | - | ||||
Conversion of notes to common stock
|
$ | 437,500 | $ | 6 | ||||
Conversion of notes to common stock payable
|
$ | 522,000 | $ | - | ||||
Reclassification of derivative liability to additional paid in capital
|
$ | 189,132 | $ | - | ||||
Beneficial conversion feature - convertible debt
|
$ | - | $ | 366,000 | ||||
Note 1 Nature of Operations and Basis of Presentation
|
Note 2 Summary of Significant Accounting Policies
|
Accounts receivable
|
$
|
2,123,286
|
$
|
542,863
|
||||
Less: allowance for doubtful accounts
|
(102,301
|
)
|
( 116,102
|
)
|
||||
Accounts receivable – net
|
$
|
2,020,985
|
$
|
426,761
|
Customer
|
2011
|
2010
|
||||||
A
|
34
|
%
|
40
|
%
|
||||
B
|
14
|
%
|
24
|
%
|
||||
C
|
11
|
%
|
-
|
%
|
||||
D
|
10
|
%
|
11
|
%
|
·
|
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
·
|
Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
·
|
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
|
March 31,
2011
|
December 31,
2010
|
||||||||
Derivative liabilities
|
Level 2
|
$
|
2,149,429
|
$
|
622,944
|
2011
|
2010
|
|||||||
Sales
|
$
|
3,671,215
|
$
|
1,370,902
|
||||
Discounts
|
153,441
|
112,314
|
||||||
Sales – net
|
$
|
3,517,774
|
$
|
1,258,588
|
Customer
|
2011
|
2010
|
||||||
A
|
41
|
%
|
12
|
%
|
||||
B
|
9
|
%
|
15
|
%
|
||||
C
|
4
|
%
|
18
|
%
|
||||
D
|
4
|
%
|
38
|
%
|
2011
|
2010
|
|||||
$
|
1,143,358
|
$
|
1,237,972
|
2011
|
2010
|
|||||||
Stock options (exercise price - $0.50/share)
|
2,767,500
|
-
|
||||||
Warrants (exercise price - $0.025 - $1.50/share)
|
16,310,000
|
-
|
||||||
Convertible debt
|
46,504,410
|
2,202,000
|
||||||
Total common stock equivalents
|
65,581,910
|
2,202,000
|
·
|
seeking additional third party debt and/or equity financing,
|
·
|
continue with the implementation of the business plan,
|
·
|
increase product prices as well as reducing discounts and free samples,
|
·
|
obtain manufacturing agreements which provide for lower production costs,
|
·
|
generate new sales from international customers; and
|
·
|
allocate sufficient resources to continue with advertising and marketing efforts
|
March 31, 2011
|
December 31, 2010
|
Estimated Useful Life
|
|||||||
Leasehold improvements
|
$
|
133,371
|
$
|
67,760
|
*
|
||||
Furniture and fixtures
|
243,517
|
55,305
|
3 years
|
||||||
Displays
|
32,057
|
32,057
|
5 years
|
||||||
Website
|
11,462
|
11,462
|
3 years
|
||||||
420,407
|
166,584
|
||||||||
Less: Accumulated depreciation and amortization
|
(38,378
|
)
|
(28,033
|
)
|
|||||
$
|
382,029
|
$
|
138,551
|
March 31,
2011
|
December 31,
2010
|
|||||||
Convertible debt –secured – derivative liabilities
|
$
|
1,250,000
|
$
|
380,000
|
||||
Conventional convertible debt – secured
|
80,000
|
225,000
|
||||||
Less: debt discount
|
(987,151
|
)
|
(331,261
|
)
|
||||
Convertible debt – net
|
342,849
|
273,739
|
||||||
Secured debt
|
-
|
187,500
|
||||||
Unsecured debt
|
63,249
|
78,249
|
||||||
Total debt
|
406,098
|
539,488
|
||||||
Less: current portion
|
(381,071
|
)
|
(289,488
|
)
|
||||
Long term debt
|
$
|
25,027
|
$
|
250,000
|
(A)
|
Convertible Debt – Secured – Derivative Liabilities
|
Amount of Principal Raised
|
|||||||
Interest Rate
|
8% - 12% | ||||||
Default interest rate
|
15% - 22% | ||||||
Maturity
|
January 30, 2011 to March 29, 2014
|
||||||
Conversion terms 1
|
Average 10 day trade pricing divided by 200% of outstanding principal balance
|
$ | 677,000 | ||||
Conversion terms 2
|
Lesser of: Average of the lowest 2 closing prices of the 5 days preceding conversion date or $0.025/share
|
$ | 525,000 | ||||
Conversion terms 3
|
60% of the average of the lowest 3 closing prices in the 10 days preceding conversion date
|
$ | 130,000 | ||||
Conversion terms 4
|
$ 0.03 | $ | 100,000 | ||||
Conversion terms 5
|
65% of the average of the lowest 3 closing prices in the 30 days preceding conversion
|
$ | 50,000 | ||||
$ | 1,482,000 |
The following is a summary of the Company’s secured debt:
|
||||
Convertible debt – secured – derivative liabilities – December 31, 2010
|
$
|
380,000
|
||
Issuance of convertible debt – secured – derivative liabilities
|
1,482,000
|
|||
Conversions of convertible debt to common stock
|
(90,000
|
)
|
||
Conversions of convertible debt to common stock payable
|
(522,000
|
)
|
||
Convertible debt - secured – derivative liabilities – March 31, 2011
|
$
|
1,250,000
|
(B)
|
Conventional Convertible Debt - Secured
|
The following is a summary of the Company’s secured debt:
|
||||
Conventional convertible debt - secured – December 31, 2010
|
$
|
225,000
|
||
Settlement of debt through issuance of common stock
|
(145,000
|
)
|
||
Conventional convertible debt - secured – March 31, 2011
|
$
|
80,000
|
(C)
|
Secured Debt
|
The following is a summary of the Company’s secured debt:
|
||||
Secured debt – December 31, 2010
|
$
|
187,500
|
||
Settlement of debt through issuance of common stock
|
(187,500
|
)
|
||
Secured debt – March 31, 2011
|
$
|
-
|
(D)
|
Unsecured Debt
|
(E)
|
Debt Issue Costs
|
Debt issue costs – net – December 31, 2010
|
$
|
34,404
|
||
Issue costs paid during three months ended March 31, 2011
|
69,700
|
|||
Amortization of debt issue costs – March 31, 2011
|
(53,156
|
)
|
||
Debt issue costs – net – March 31, 2011
|
$
|
50,948
|
(F)
|
Debt Discount
|
Debt discount balance at December 31, 2010
|
$
|
331,261
|
||
Discount recorded for convertible notes issued during three months ended March 31, 2011
|
1,087,971
|
|||
Accretion of debt discount to interest expense during the three months ended March 31, 2011
|
(432,081
|
)
|
||
Debt discount balance at March 31, 2011
|
$
|
987,151
|
Derivative liability balance at December 31, 2010
|
$
|
622,944
|
||
Fair value at the commitment date for convertible notes issued during three months ended March 31, 2011
|
1,583,900
|
|||
Reclassification of derivative liability to additional paid in capital
|
(189,132
|
)
|
||
Fair value mark to market adjustment
|
131,717
|
|||
Derivative liability balance at March 31, 2011
|
$
|
2,149,429
|
Commitment Date
|
Remeasurement Date
|
|||||||
Expected dividends
|
0
|
%
|
0
|
%
|
||||
Expected volatility
|
150-180
|
%
|
180
|
%
|
||||
Expected term: conversion feature
|
0.50 – 3 years
|
0.06 – 3 years
|
||||||
Risk free interest rate
|
0.11% - 2.76
|
%
|
0.11 – 1.16
|
%
|
(A)
|
Common Stock
|
Transaction Type
|
Quantity
|
Valuation
|
Loss on
Settlement of Debt
|
Range of
Value per Share
|
|||||||||||
Settlement of accounts payable and accrued expenses (1)
|
25,740,865
|
$
|
2,209,284
|
$
|
1,362,254 |
$
|
0.03–0.101
|
||||||||
Conversion of secured debt (Note 5 (C))
|
7,500,000
|
$
|
437,500
|
$
|
250,000 |
$
|
0.058 – 0.059
|
||||||||
Conversion of conventional convertible debt secured and accrued interest (Note 5(B))
|
5,255,050
|
$
|
371,970
|
$
|
217,373 |
$
|
0.060 – 0.101
|
||||||||
Conversion of convertible debt secured with derivative liability (Note 5(A))
|
3,208,080
|
$
|
90,000
|
$
|
- |
$
|
0.024 – 0.036
|
||||||||
Conversion of unsecured debt (Note 5(D))
|
387,196
|
$
|
39,107
|
$
|
24,107 |
$
|
0.101
|
||||||||
Contract settlement (Note 8(A))
|
2,187,666
|
$
|
126,885
|
$
|
60,955 |
$
|
0.058
|
||||||||
Services – rendered (3)
|
1,182,592
|
$
|
70,431
|
$
|
- |
$
|
0.052–0.069
|
||||||||
Services – prepaid stock compensation (2)
|
3,500,000
|
$
|
228,000
|
$
|
- |
$
|
0.06–0.08
|
||||||||
Total
|
48,961,449
|
$
|
3,573,177
|
$ | 1,914,689 |
$
|
0.024–0.101
|
(1)
|
Settlement of Accounts Payable and Accrued Expense and Loss on Settlement
|
(2)
|
Prepaid Stock Compensation
|
Short-Term
|
Long-Term
|
Total
|
||||||||||
Prepaid stock compensation - – December 31, 2010
|
$ | 893,240 | $ | 1,088,131 | $ | 1,981,371 | ||||||
Prepaid issuances of stock for services
|
150,000 | 78,000 | 228,000 | |||||||||
Reclassification from long-term to short-term
|
227,784 | (227,784 | ) | - | ||||||||
Amortization of prepaid stock compensation
|
(533,203 | ) | - | (533,203 | ) | |||||||
Prepaid stock compensation – March 31, 2011
|
$ | 737,821 | $ | 938,347 | $ | 1,676,168 |
(3)
|
Stock Issued for Services
|
Exercise price
|
$
|
0.50
|
||
Expected dividends
|
0
|
%
|
||
Expected volatility
|
74.8
|
%
|
||
Risk fee interest rate
|
1.4
|
%
|
||
Expected life of option
|
2.5 years
|
|||
Expected forfeitures
|
0
|
%
|
Options
|
Weighted Average Exercise
Price
|
Weighted Average Remaining Contractual
Life
|
Aggregate Intrinsic
Value
|
||||
Balance – December 31, 2010 – outstanding
|
2,767,500
|
$ 0.50
|
$ -
|
||||
Balance – December 31, 2010 – exercisable
|
2,767,500
|
$ 0.50
|
|
$ -
|
|||
Granted
|
-
|
$ -
|
|||||
Exercised
|
-
|
$ -
|
|||||
Forfeited
|
-
|
$ -
|
|||||
Balance – March 31, 2011 – outstanding
|
2,767,500
|
$ 0.50
|
1.50 years
|
$ -
|
|||
Balance - March 31, 2011 – exercisable
|
2,767,500
|
$ 0.50
|
1.50 years
|
$ -
|
|||
Grant date fair value of options granted – 2011
|
$ -
|
||||||
Weighted average grant date fair value – 2011
|
$ -
|
||||||
Outstanding options held by related parties – 2011
|
2,000,000
|
||||||
Exercisable options held by related parties – 2011
|
2,000,000
|
||||||
Fair value of stock options granted to related parties - 2011
|
$ -
|
Exercise price
|
$0.025 - $0.065
|
|||
Expected dividends
|
0
|
%
|
||
Expected volatility
|
180
|
%
|
||
Risk fee interest rate
|
1.16
|
%
|
||
Expected life of warrants
|
2.5 to 3.51 years
|
|||
Expected forfeitures
|
0
|
%
|
Warrants
|
Weighted Average Exercise Price
|
|||||||
Outstanding – December 31, 2010
|
750,000 | $ | 1.50 | |||||
Exercisable – December 31, 2010
|
750,000 | $ | 1.50 | |||||
Granted
|
15,560,000 | $ | 0.03 | |||||
Exercised
|
- | $ | - | |||||
Forfeited/Cancelled
|
- | $ | - | |||||
Outstanding – March 31, 2011
|
16,310,000 | $ | 0.10 | |||||
Exercisable – March 31, 2011
|
16,310,000 | $ | 0.10 |
Warrants Outstanding | Warrants Exercisable | ||||
Range of
exercise price
|
Number
Outstanding
|
Weighted Average
Remaining
Contractual Life
(in years)
|
Weighted
Average
Exercise Price
|
Number
Exercisable
|
Weighted Average
Exercise Price
|
$0.025- $1.50
|
16,310,000
|
3.23 years
|
$0.10
|
16,310,000
|
$0.10
|
(A)
|
Factoring Agreement
|
(B)
|
Litigations, Claims and Assessments
|
Quantity
|
||||||||||||
Common stock payable
|
9,717,821 | $ | 329,000 | $ | 0.025 - $0.043 | |||||||
Convertible debt
|
5,279,476 | $ | 157915 | $ | 0.027 - $0.030 | |||||||
Total
|
14,997,297 | $ | 486,915 |
●
|
Interest rate 8% - 12%,
|
●
|
Notes are due between 20 days and 3 years from issuance,
|
●
|
Conversion rates equal to a variable percentage by applying a specified formula that utilizes the average of quoted closing prices; and
|
●
|
Unsecured
|
|
1.
|
Increase our distribution and sales;
|
|
2.
|
Continue aggressive marketing campaign to further build upon our brand and market awareness and recognition;
|
|
3.
|
Conduct additional testing of the safety and efficacy of our products; and
|
|
4.
|
Hire additional key employees to continue to strengthen the Company.
|
|
|
Three months ended
|
|
|||||
|
|
March 31,
2011
|
March 31,
2010
|
|
||||
Sales
|
$
|
3,517,774
|
$
|
1,258,588
|
||||
Gross profit
|
$
|
1,193,566
|
$
|
384,956
|
||||
General and administrative expenses
|
$
|
(2,280,791
|
) |
$
|
2,636,612
|
|||
Loss from operations
|
$
|
(1,087,225
|
)
|
$
|
(2,251,656
|
)
|
||
Other expenses
|
$
|
(3,924,696
|
)
|
$
|
(358,060
|
)
|
||
Net Loss
|
$
|
(5,011,922
|
)
|
$
|
(2,609,716
|
)
|
||
Loss per common share – basic and diluted
|
$
|
(0.03
|
)
|
$
|
(0.10
|
)
|
|
March 31,
2011
(unaudited)
|
December 31,
2010
(audited)
|
Increase/Decrease
|
|
||||||||
Current Assets
|
$
|
3,135,697
|
$
|
1,406,310
|
$
|
1,729,387
|
||||||
Current Liabilities
|
$
|
6,666,419
|
$
|
4,215,649
|
$
|
2,450,770
|
|
|||||
Working Capital (Deficit)
|
$
|
(3,530,722
|
)
|
$
|
(2,809,339
|
)
|
$
|
(721,383
|
)
|
|
·
|
seeking additional third party debt and/or equity financing;
|
|
·
|
continue with the implementation of the business plan;
|
|
·
|
increase product prices as well as reducing discounts and free samples;
|
|
·
|
obtain manufacturing agreements which provide for lower production costs;
|
|
·
|
generate new sales from international customers; and
|
|
·
|
allocate sufficient resources to continue with advertising and marketing efforts.
|
ITEM 1A.
|
RISK FACTORS.
|
·
|
Proposal One
:
|
Votes For
|
Votes Against
|
Abstentions
|
||
76,195,594
|
227,392
|
52,000
|
·
|
Proposal Two
:
|
Votes For
|
Votes Against
|
Abstentions
|
||
76,192,344
|
230,642
|
52,000
|
Exhibit
No.
|
Description
|
|
3.1 | Amended Articles of Incorporation * | |
10.1
|
Sponsorship Agreement, dated January 18, 2011, by and between MusclePharm Corporation and The Cincinnati Reds LLC (as filed as Exhibit 10.1 on Form 8-K, dated January 24, 2011).
|
|
31.1
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *
|
|
31.2
|
Certification of Principal Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *
|
|
32.1
|
Certification of 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 Principal Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|
MUSCLEPHARM CORPORATION
|
|||
Date: May 23, 2011
|
By:
|
/s/ Brad J. Pyatt
|
|
Name: Brad J. Pyatt
|
|||
Title: Chief Executive Officer
|
|||
Principal Executive Officer
|
|||
Date: May 23, 2011
|
By:
|
/s/ Lawrence S. Meer
|
|
Name: Lawrence S. Meer
|
|||
Title: Chief Financial Officer
|
|||
Principal Financial Officer
|
1.
|
I have reviewed this Form 10-Q of MusclePharm Corporation;
|
||||
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.
|
Along with the Principal Accounting Officer, I am 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 principles;
|
||||
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 financing 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.
|
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.
|
||||
Date: May 23, 2011
|
By:
|
/s/ Brad J. Pyatt
|
|||
Brad J. Pyatt
|
|||||
Principal Executive Officer
MusclePharm Corporation
|
1.
|
I have reviewed this Form 10-Q of MusclePharm Corporation;
|
||||
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.
|
Along with the Principal Executive Officer, I am 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 principles;
|
||||
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 financing 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.
|
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.
|
||||
Date: May 23, 2011
|
By:
|
/s/ Lawrence S. Meer
|
|||
Lawrence S. Meer
|
|||||
Principal Accounting Officer
MusclePharm Corporation
|
(1)
|
Such Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, 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 quarter ended March 31, 2011, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 23, 2011
|
By:
|
/s/ Brad J. Pyatt
|
|
Brad J. Pyatt
|
|||
Principal Executive Officer
MusclePharm Corporation
|
|||
(1)
|
Such Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, 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 quarter ended March 31, 2011, fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: May 23, 2011
|
By:
|
/s/ Lawrence S. Meer
|
|
Lawrence S. Meer
|
|||
Principal Accounting Officer
MusclePharm Corporation
|