CUSIP No. 637335102
ITEM 1. SECURITY AND ISSUER.
The security upon which this report is based is the common stock, par value $0.001, of MusclePharm Corporation, a Nevada corporation (the “Company”), with its principal place of business located at 4721 Ironton Street, Building A, Denver, CO 90839.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Cory J. Gregory, who is hereinafter sometimes referred to as the “Reporting Person.” Currently, Mr. Gregory is the President and Director of the Company. His principal place of business is located at 4721 Ironton Street, Building A, Denver, CO 90839. His telephone number is (303) 396-6100.
During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years which would make him subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a share exchange agreement, dated February 1, 2010 (the “Share Exchange Agreement”), in connection with a reverse transaction of the Company with Muscle Pharm LLC (the “Merger”), the Reporting Person was issued 7,833,014 shares of Company’s common stock.
An additional 5,000,000 shares of the Company’s common stock were issued to the Reporting Person on October 18, 2010, as bonus compensation. Such issuance was authorized by the Company’s board of directors.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition by the Reporting Person of beneficial ownership of the shares of the Company’s common stock resulted from (i) the Merger and (ii) a bonus awarded by the Company’s board of directors.
Except as set forth herein, the Reporting Person has no plans or proposals which would relate to or result in:
|
(a)
|
The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
|
|
(b)
|
An extraordinary corporate transaction; such as a merger reorganization or liquidation involving the Company or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
|
|
(d)
|
Any change of the present board of directors or management of the Company including any plans or proposals to change the number or term of directors to fill any existing vacancies on the board.
|
|
(e)
|
Any material change in the present capitalization or dividend policy of the Company;
|
|
(f)
|
Changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
|
|
(g)
|
Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
|
|
(h)
|
Causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association
|
|
(i)
|
A class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
|
|
(j)
|
Any action similar to any of those enumerated above.
|
The Reporting Person reserves the right from time to time to acquire or dispose of shares of the Company’s common stock, or to formulate other purposes, plans or proposals regarding the Company or securities of the Company held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
|
(a)
|
As of the date hereof, the Reporting Person has beneficial ownership of 12,833,014 shares of the issued and outstanding common stock of the Company (the “Common Shares”). Such amount represents 9.83% of the total issued and outstanding shares of the Company’s common stock as of the date hereof.
|
|
(b)
|
The Reporting Person holds sole voting and dispositive power over the Common Shares of the Company as issued to the Reporting Person.
|
|
(c)
|
Except as disclosed above, the Reporting Person has not effectuated any transaction in the Common Shares during the past 60 days.
|
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the Share Exchange Agreement and except as described elsewhere herein, to the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person or any officers and directors and any other person, with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibits
Exhibit No.
|
|
Description
|
|
|
|
1
|
|
Share Exchange Agreement, dated February 1, 2010, by and between Tone in Twenty, Inc. and Muscle Pharm LLC (as filed as Exhibit 2.1 on Form 8-K, filed with the SEC on February 2, 2010
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 14, 2011
By:
|
/s/ Cory J. Gregory
|
|
Cory J. Gregory
|