MUSCLEPHARM CORPORATION
4721 IRONTON STREET, BUILDING A
DENVER, CO 80239
TEL: (702) 583-7790
October 9, 2012
VIA EDGAR
Jeffrey Riedler
Assistant Director
U.S. Securities & Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | MusclePharm Corporation |
Post-Effective Amendment to Registration Statement on Form S-1 (the “Registration Statement”)
Filed on August 30, 2012
File No. 333-178427
Dear Mr. Riedler:
MusclePharm Corporation (the “Company”) respectfully requests, pursuant to Rule 461 under the Securities Act of 1933, as amended, that the U.S. Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement so that it may become effective at 3:00pm Eastern Daylight Time on October 11, 2012, or as soon thereafter as practicable. The Company would also appreciate telephone notice of such effectiveness to Joseph M. Lucosky at (732) 395-4402.
In connection with the Company’s request for acceleration of effectiveness of the Registration Statement, the Company acknowledges the following:
| (1) | 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; |
| (2) | 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 |
| (3) | The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States. |
Very truly yours,
| |||||
| MUSCLEPHARM CORPORATION | |||||
| By: | /s/ Brad J. Pyatt | ||||
| Name: Brad J. Pyatt | |||||
| Title: Chief Executive Officer | |||||
