Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Groussman Mark
2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2012
3. Issuer Name and Ticker or Trading Symbol
MusclePharm Corp [MSLP]
(Last)
(First)
(Middle)
4721 IRONTON STREET, BUILDING A
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DENVER, CO 80239
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 7,500,000 (1)
I
Owns 100% of record holder - corporation

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant 07/13/2012 07/13/2017 Common Stock 3,750,000 $ 0.01 I Owns 100% of record holder - corporation

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Groussman Mark
4721 IRONTON STREET, BUILDING A
DENVER, CO 80239
  X      

Signatures

/s/ Mark Groussman 07/24/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In addition, pursuant to a consulting agreement with the Issuer, the Reporting Person has the right to receive additional shares of common stock equal to 4.2% of the Company on a fully diluted (as-converted) basis. The shares are to be issued upon the Issuer's completion of a contemplated reverse stock split. As the amount of shares to be issued is indeterminate at this time, the Reporting Person intends to report the issuance on Form 4 within two business days of issuance.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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