AEGIS CAPITAL CORP.
810 Seventh Avenue
New York, New York 10019
December 28, 2012
VIA EDGAR AND TELECOPY
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey Riedler
| Re: | MusclePharm Corporation (the “Company”) File No. 333-184625 Registration Statement on Form S-1 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Aegis Capital Corp., as representative of the placement agents, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 2:00 p.m., Eastern Time, on Monday, December 31, 2012, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each placement agent, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
| Very truly yours, | |||
| AEGIS CAPITAL CORP. | |||
| By: | /s/ Kevin C. McKenna | ||
| Name: Kevin C. McKenna | |||
| Title: Chief Compliance Officer | |||
