UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 12b-25
 
NOTIFICATION OF LATE FILING
OMB APPROVAL
 
OMB Number: 3235-0058
 
Expires: April 30, 2012
 
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SEC FILE NUMBER
 
000-53166
   
 
CUSIP NUMBER
 
627335102
 
(Check one):
 
o Form 10-K o  Form 20-F o  Form 11-K  ý  Form 10-Q o  Form 10-D o  Form N-SAR o  Form N-CSR
     
   
For Period Ended:
June 30, 2011
     
   
o   Transition Report on Form 10-K
     
   
o   Transition Report on Form 20-F
     
   
o   Transition Report on Form 11-K
     
   
o   Transition Report on Form 10-Q
     
   
o   Transition Report on Form N-SAR
     
   
For the Transition Period Ended:

 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
PART I — REGISTRANT INFORMATION
 
MusclePharm Corporation

Full Name of Registrant
 

 Former Name if Applicable
 
 
4271 Ironton Street

 Address of Principal Executive Office (Street and Number)
 
 
 Denver, CO 80239

 City, State and Zip Code
 
 
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PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
ý
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

ý
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

o
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III — NARRATIVE
 
Registrant was not able to obtain all information prior to filing date and management could not complete the required financial statements and Management's Discussion and Analysis of such financial statements without undue hardship and expense to the Registrant by August 15, 2011.
 
PART IV — OTHER INFORMATION
 
(1)
 
Name and telephone number of person to contact in regard to this notification
         
Brad J. Pyatt
 
(303)
 
396-6100
(Name)
 
(Area Code)
 
(Telephone Number)
 
(2)
 
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
   
Yes ý     No o
     
(3)
 
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
   
Yes o     No ý
     
   
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 
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MUSCLEPHARM CORPORATION
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

         
Date:
August 16, 2011
By:
/s/ Brad J. Pyatt
     
Name: Brad J. Pyatt
     
Title: Chief Executive Officer
 
 
 
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