UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number:  3235-0058
		Expires:  April 30, 2012
	Washington, D.C.  20549	Estimated average burden
		Hours per response   2.50
	FORM 12b-25
		SEC FILE NUMBER
		000-53166
	NOTIFICATION OF LATE FILING
		CUSIP NUMBER
		627335102

 

(Check One):    x Form 10-K    ¨ Form 20-F    ¨ Form 11-K    ¨ Form 10-Q    ¨ Form 10-D    ¨ Form N-SAR    ¨ Form N-CSR

 

For Period Ended:  December 31, 2011

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ 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, Colorado 80239

City, State and Zip Code

 

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)

 

x	(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N- CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
¨	(c)  The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

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 by March 30, 2012.

 

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 x  No¨

 

(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 ¨  Nox

 

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.

 

 

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	March 30, 2012	By.	/s/ Brad J. Pyatt
			Name: Brad J. Pyatt
			Title: Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.