Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): April 17, 2012



(Exact Name of Registrant as Specified in Charter)


Nevada   000-53166   77-0664193
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


4721 Ironton Street, Building A

Denver, Colorado 80239  

(Address of Principal Executive Offices)

(303) 396-6100  

(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 ( see General Instruction A.2. below):


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


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


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


o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).




Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.


On April 17, 2012, our board of directors adopted a Code of Ethics and Corporate Governance Guidelines. We have attached a copy of our Code of Ethics as an exhibit to this report and incorporate by reference herein.


Item 8.01 Other Events


Establishment of Board Committees and Charters


On April 17, 2012, our board of directors established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee; and adopted the respective Committee Charters.


As set forth in the press release discussed below and attached hereto as an exhibit, the Company intends to establish in the next couple months a five member board, with three independent directors. Upon reorganizing the board, the Company will appoint directors to the new committees set forth in the preceding paragraph.


Press Release Regarding Corporate Initiatives


On April 18, 2012, the Company issued a press release regarding the corporate actions discussed in this report, along with updating investors regarding other corporate initiatives and future plans, including:


· Adoption of a new stock trading policy for employees and contractors;
· Adoption of a hotline policy;
· Establishment of an audit pre-approval policy for the Audit Committee;
· Preparation of an Employee Stock Incentive Plan to be submitted for approval to the Company's shareholders; and
· Engagement of Strategic Apex Group, LLC of Los Angeles, an executive and board compensation consulting firm, to review, analyze and compare the Company's executive compensation policies and structure with competitors and industry peers for the purpose of devising and recommending new compensation plans and agreements for Company senior executives.


A copy of the press release is attached hereto as Exhibit 99.1.



Item 9.01.  Financial Statements and Exhibits.


(d) Exhibits


The Exhibits listed below are furnished as Exhibits to this Current Report on Form 8-K.


Exhibit No. Description
14 Code of Ethics
99.1 Press release issued April 17, 2012





   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.


Dated: April 23, 2012           
    By:   /s/ Brad J. Pyatt  
        Brad J. Pyatt, Chief Executive Officer







Code of Ethics


Chairman, CEO, Presidents, Financial Officers, and Executive Management


Muscle Pharm Corp. Chairman, CEO, senior financial officers and executive management (together “Executive Officers”) hold important and elevated roles in corporate governance. They are uniquely capable and empowered to ensure that shareholders and employees interests are protected and preserved.


This Code of Ethics provides principles to which these officers are expected to adhere and which they are expected to advocate. The principles of this Code of Ethics are aligned to and apply to those officers in addition to the Code of Conduct.


This Code of Ethics has been approved by the Audit Committee and is published on the Muscle Pharm Corp. website.


Any change to this Code of Ethics and any explicit or implicit waiver from it for these officers may be made only with the approval of the Audit Committee and will be appropriately disclosed in accordance with applicable law and regulations. Violations may subject these officers to disciplinary action including termination of employment.



The Executive Officers will:


1. Act with honesty and integrity, including ethically handling actual or apparent conflicts of interest between their personal, financial or commercial interests and their responsibility to Muscle Pharm Corp.;


2. Make full, fair, accurate, timely and understandable disclosure in all reports and documents that Muscle Pharm Corp. files with or submits to shareholders, government authorities and stock exchanges or otherwise makes public;


3. Act on good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated;


4. Respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose and not use such confidential information for personal advantage;


5. Comply with all laws and regulations applicable to Muscle Pharm Corp.’s businesses and to Muscle Pharm Corp.’s relationship with its shareholders;


6. Report known or suspected violations of this Code of Ethics to the Audit Committee, and


7. Ensure that their actions comply not only with the letter but the spirit of this Code of Ethics and foster a culture in which compliance with the law and Muscle Pharm Corp.’s policies is at the core of Muscle Pharm Corp. activities.








Denver – April 18, 2012 -- MusclePharm Corporation (OTCBB: MSLP), a nutritional supplement company focusing on active lifestyles, today provided an update regarding to its business and corporate activities .


The Company is finalizing agreements with two top U.S. retail chain stores to supply MusclePharm supplements and its MMA Elite branded product. These two chains have more than 9,000 stores combined nationwide. In addition to its recent entry into Canada, MusclePharm is utilizing capital to expand sales and distribution into international markets, initially focusing on the European Union, the United Kingdom, Brazil and the Middle East.


The Company’s Board of Directors met on Tuesday April 17, 2012 at company headquarters in Denver. Jeremy Deluca, president and chief marketing officer, and John Bluher, executive vice president and chief operating officer, attended the meeting. The Board of Directors has resolved or adopted the following measures:


· To establish a five member board, with three independent directors, by no later than May 31, 2012. Board invitation letters and directors and officers questionnaire forms were approved;
· Charters for the Compensation Committee, Audit Committee, Nominating and Corporate Governance Committee;
· A new stock trading policy for employees and contractors was adopted;
· A hotline policy was adopted;
· Corporate Governance guidelines and a Code of Ethics were adopted;
· An audit pre-approval policy for the Audit Committee was established; and
· A form for an Omnibus 2012 Employee Stock Incentive Plan and forms of performance-based awards were adopted.


The Board engaged Strategic Apex Group, LLC of Los Angeles, an executive and board compensation consulting firm, to review, analyze and compare MusclePharm’s executive compensation policies and structure with competitors and industry peers. As part of the engagement, Strategic Apex Group has been tasked with devising a new plan that fairly compensates the Company’s executives based on performance and provides long-term incentives, grows executive ownership and aligns compensation with growth of margins and net income.


The Company said that senior executives Brad Pyatt, Cory Gregory, and Jeremy Deluca have agreed to release their current compensation agreements, which were entered into last year, and execute new agreements effective May 1, 2012 for the current year. Strategic Apex Group will provide analysis on a market based compensation plan to implement for the Company’s executives.


“We now have a business plan, capital plan and corporate plan in place for 2012 that reflect the Company’s current stage of growth and development,” said, John Bluher, chief operating officer of MusclePharm. “We are not only focused on growing our business but also moving as effectively as possible to qualify for listing on a national stock exchange. T he recently announced retirement of all of our convertible notes, combined with the addition of several new customers and the Board’s recent actions have rapidly moved the Company toward achieving our goals.”





MusclePharm is a healthy life-style company that develops and manufactures a full line of NSF International and Informed Choice approved nutritional supplements that are free of banned substances. Based on years of research at the MusclePharm Sports Science Center, the products are created through an advanced six-stage research protocol involving the expertise of top nutritional scientists and field tested by more than one hundred elite professional athletes from various professional sports leagues including the National Football League, Mixed Martial Arts and Major League Baseball. The Company's products address all categories of an active lifestyle, including muscle building, weight loss and maintaining general fitness through a daily nutritional supplement regimen. MusclePharm is sold in more than 120 countries and available in over 10,000 U.S. retail outlets, including Dick’s Sporting Goods, GNC, Vitamin Shoppe, Vitamin World and Walmart. MusclePharm products also are sold through more than 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. For more information, please visit www.musclepharm.com .




The information contained herein includes forward-looking statements. These statements include, but are not limited to, future events or to future financial performance, including challenges which may be faced in connection with the Company’s growth and seeking a future listing on a national stock exchange, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Undue reliance should not be placed on forward-looking statements, since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Readers are encouraged to read the Company’s reports filed with the SEC, including its Form 10-K for the year ended December 31, 2011, for a description of these uncertainties. MusclePharm assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.


For more information, contact:


Cory Gregory, President





PondelWilkinson Inc.

Roger Pondel/Robert Jaffe



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