MUSCLEPHARM CORPORATION
4721 Ironton Street, Building A
Denver, CO 80239
May 10, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-5010
Attn: Amy Reischauer
Re: | MusclePharm Corporation |
Post-effective Amendment No. 1 to |
Registration Statement on Form S-1
Filed April 19, 2013
File No. 333-179515
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, MusclePharm (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on May 13, 2013, or as soon thereafter as possible.
The Company hereby acknowledges the following:
· | that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
· | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
· | the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
MusclePharm Corporation | |||
By: | /s/ Brad Pyatt | ||
Name: Brad Pyatt | |||
Title: Co-Chairman, CEO and President |