SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2012
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________to ______________
Commission File Number: 000-53166
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
4721 Ironton Street, Building A
Denver, Colorado 80239
(Address of principal executive offices and zip code)
(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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or 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:
|Large accelerated filer||o||Accelerated filer||o|
|Non-accelerated filer||o||Smaller reporting company||x|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 8, 2012, there were 2,287,373,504 shares outstanding of the registrant’s common stock.
The sole purpose of this Amendment No. 1 (this “Amendment”) to MusclePharm Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, filed with the Securities and Exchange Commission on November 13, 2012 (the “Form 10-Q”), is to furnish Exhibit 101, which provides the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in Part I, Item 1 of the Form 10-Q.
No other modifications or changes have been made to the Form 10-Q. This Amendment 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 or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6. Exhibits.
|31.1*||Rule 13 (A) – 14(A) Certification of Principal Executive Officer|
|31.2*||Rule 13 (A) – 14(A) Certification of Principal Financial Officer|
|32.1*||Section 1350 Certification of Principal Executive Officer|
|32.2*||Section 1350 Certification of Principal Financial Officer|
|101.INS**||XBRL Instance Document|
|101.SCH**||XBRL Taxonomy Extension Schema|
|101.CAL**||XBRL Taxonomy Extension Calculation Linkbase|
|101.DEF**||XBRL Taxonomy Extension Definition Linkbase|
|101.LAB**||XBRL Taxonomy Extension Label Linkbase|
|101.PRE**||XBRL Taxonomy Extension Presentation Linkbase|
* These exhibits were previously included in MusclePharm Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, filed with the Securities and Exchange Commission on November 13, 2012.
** In accordance with Regulation S-T, the XBRL-related information on Exhibit No. 101 to this Quarterly Report on Form 10-Q shall be deemed “furnished” herewith and not “filed.”
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.
|Date: November 16, 2012||By:||/s/ Brad J. Pyatt|
|Name: Brad J. Pyatt|
|Title: Chief Executive Officer and President
(Principal Executive Officer)
|Date: November 16, 2012||By:||/s/ L. Gary Davis|
|Name: L. Gary Davis|
Title: Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)