MusclePharm (MSLPQ) 10-Q/A 15 Nov 13 2013 Q3 Quarterly report (amended) Financial data

Document_And_Entity_Informatio

Document And Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 14, 2013
Document Information [Line Items]	'	'
Entity Registrant Name	'MusclePharm Corp	'
Entity Central Index Key	'0001415684	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Smaller Reporting Company	'
Trading Symbol	'MSLP	'
Entity Common Stock, Shares Outstanding	'	8,865,990
Document Type	'10-Q	'
Amendment Flag	'true	'
Document Period End Date	30-Sep-13	'
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2013	'
Amendment Description	'The sole purpose of this Amendment No. 1 (this “Amendment”) to MusclePharm Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on November 14, 2013 (the “Form 10-Q”), is to correct a typographical error in Note 15 of the Consolidated Financial Statements. Specifically, Note 15, Subsection (E) was changed to indicate that in November, the Company sold an aggregate of 5,000,000 shares of common stock in Biozone Laboratories, instead of the previously disclosed 1,000,000 shares. No other modifications or changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.	'

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Assets	'	'
Cash	$5,683,656	$0
Cash - restricted	0	9,148
Debt Securities	925,574	0
Accounts receivable - net	10,911,439	3,302,344
Derivative instrument	1,692,351	0
Inventory	9,633,164	257,975
Prepaid giveaways	592,422	358,800
Prepaid stock compensation	3,368,692	44,748
Prepaid sponsorship fees	692,536	6,249
Deferred equity costs	0	698,500
Other assets	907,881	272,117
Total current assets	34,407,715	4,949,881
Property and equipment - net	1,668,944	1,356,364
Debt issue costs - net	0	335,433
Prepaid stock compensation	5,171,400	0
Other assets	299,404	125,049
Total Assets	41,547,463	6,766,727
Liabilities and Stockholders' Equity	'	'
Accounts payable and accrued liabilities	16,543,261	11,721,205
Customer deposits	356,469	336,211
Debt - net	70,456	4,463,040
Derivative liabilities	1,895,085	0
Total current liabilities	18,865,271	16,520,456
Long Term Liabilities:	'	'
Debt - net	0	4,523
Other	7,554	0
Total Liabilities	18,872,825	16,524,979
Commitments and Contingencies	'	'
Stockholders' Equity:	'	'
Common Stock, $0.001 par value; 100,000,000 shares authorized, 8,915,911 and 2,778,404 issued and 8,865,990 and 2,747,308 outstanding	8,916	2,778
Treasury Stock, at cost; 49,921 and 31,096 shares	-564,515	-460,978
Additional paid-in capital	101,025,625	54,817,341
Accumulated deficit	-77,839,103	-64,109,476
Accumulated other comprehensive income (loss)	43,571	-7,917
Total Stockholders’ Equity	22,674,638	-9,758,252
Total Liabilities and Stockholders’ Equity	41,547,463	6,766,727
Series A Convertible Preferred Stock [Member]	'	'
Stockholders' Equity:	'	'
Preferred Stock	0	0
Series B Preferred Stock [Member]	'	'
Stockholders' Equity:	'	'
Preferred Stock	0	0
Series C Convertible Preferred Stock [Member]	'	'
Stockholders' Equity:	'	'
Preferred Stock	0	0
Series D Convertible Preferred Stock [Member]	'	'
Stockholders' Equity:	'	'
Preferred Stock	$144	$0

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets [Parenthetical] (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Dec. 31, 2012
			Series A Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member]	Series B Preferred Stock [Member]	Series B Preferred Stock [Member]	Series C Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member]	Series D Convertible Preferred Stock [Member]	Series D Convertible Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	'	'	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00
Preferred stock, shares authorized	'	'	5,000,000	5,000,000	0	51	500	500	1,600,000	1,600,000
Preferred stock, shares issued	'	'	0	0	51	51	190	190	1,500,000	0
Preferred stock, shares outstanding	'	'	0	0	0	51	0	0	144,000	0
Common Stock, par value (in dollars per share)	$0.00	$0.00	'	'	'	'	'	'	'	'
Common Stock, shares authorized	100,000,000	100,000,000	'	'	'	'	'	'	'	'
Common Stock, shares issued	8,915,911	2,778,404	'	'	'	'	'	'	'	'
Common Stock, shares outstanding	8,865,990	2,747,308	'	'	'	'	'	'	'	'
Treasury Stock, shares	49,921	31,096	'	'	'	'	'	'	'	'

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Sales - gross	$31,080,225	$20,627,691	$84,519,744	$58,799,563
Discounts and sales allowances	-5,736,257	-2,053,965	-11,134,551	-8,235,817
Sales - Net	25,343,968	18,573,726	73,385,193	50,563,746
Cost of sales	17,937,768	14,507,761	49,900,891	40,345,528
Gross profit	7,406,200	4,065,965	23,484,302	10,218,218
Advertising and promotion	4,043,064	2,599,691	9,635,642	6,576,531
General and administrative	1,936,610	1,141,435	5,000,831	3,146,029
Professional and R&D fees	2,429,361	2,881,235	10,452,208	3,776,033
Salaries and benefits	3,869,945	1,254,417	6,730,813	2,922,072
Total operating expenses	12,278,980	7,876,778	31,819,494	16,420,665
Loss from operations	-4,872,780	-3,810,813	-8,335,192	-6,202,447
Other income (expense)	'	'	'	'
Derivative expense	0	-1,922,763	-96,913	-4,409,214
Change in fair value of derivative liabilities	305,421	4,403,875	-5,466,542	5,900,749
Gain (loss) on settlement of accounts payable and debt	67,489	-1,510,613	392,144	-4,452,439
Gain on derivative instrument	444,059	0	444,059	0
Accretion of note discount	115,429	0	115,429	0
Interest expense	-1,302	-3,265,053	-782,747	-6,812,255
Foreign currency transaction (gain) loss	-4,152	14,342	-9,865	12,769
Other income	0	16,988	10,000	35,411
Total other income (expense) - net	926,944	-2,263,224	-5,394,435	-9,724,979
Net loss	-3,945,836	-6,074,037	-13,729,627	-15,927,426
Other comprehensive income	'	'	'	'
Net change in foreign currency translation	-13,027	-33,163	-6,950	7,556
Net change in debt securities	58,438	0	58,438	0
Total other comprehensive (loss) income	45,411	-33,163	51,488	7,556
Total comprehensive loss	($3,900,425)	($6,107,200)	($13,678,139)	($15,919,870)
Net loss per share available to common stockholders - basic and diluted (in dollars per share)	($0.47)	($3.21)	($2.07)	($9.62)
Weighted average number of common shares outstanding during the period - basic and diluted (in shares)	8,475,084	1,894,202	6,626,125	1,656,218

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows From Operating Activities:	'	'
Net loss	($13,729,627)	($15,927,426)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:	'	'
Depreciation	510,890	325,185
Bad debt	158,578	9,490
Amortization of prepaid stock and deferred compensation	9,828,760	718,173
Amortization of debt discount	0	6,086,521
Amortization of debt issue costs	335,433	286,523
Accretion of note discount	-115,429	0
Derivative expense	96,913	4,409,214
Change in fair value of derivative liabilities	5,466,542	-5,900,749
Change in fair value of derivative assets	-444,059	0
Changes in operating assets and liabilities:	'	'
Restricted cash balance	9,148	-74,202
Accounts receivable	-7,767,673	-1,478,270
Prepaid and other	-3,549,221	-339,088
Inventory	-9,608,811	-396,873
Increase (decrease) in:	'	'
Accounts payable and accrued liabilities	11,127,500	8,384,755
Customer deposits	20,258	921,675
Other	7,554	0
Net Cash (Used In) Provided by Operating Activities	-8,045,389	286,825
Cash Flows From Investing Activities:	'	'
Purchase of convertible promissory note and warrant	-2,000,000	0
Purchase of property and equipment	-825,164	-899,823
Proceeds from disposal of property and equipment	1,694	0
Purchase of trademark	-104,725	-35,000
Net Cash Used In Investing Activities	-2,928,195	-934,823
Cash Flows From Financing Activities:	'	'
Proceeds from issuance of debt	0	4,823,950
Debt issue costs	0	-166,950
Repayment of debt	-4,397,107	-5,241,234
Repurchase of common stock (treasury stock)	-103,537	-460,978
Proceeds from issuance of preferred stock	12,000,000	0
Proceeds from issuance of common stock and warrants	10,827,501	1,660,760
Stock issuance costs	-1,662,667	0
Net Cash Provided Financing Activities	16,664,190	615,548
Cash Flows From Equity Activities:	'	'
Effect of exchange rates on cash and cash equivalents	-6,950	7,556
Net Cash (Used In) Provided by Equity Activities	-6,950	7,556
Net increase (decrease) in cash	5,683,656	-24,894
Cash at beginning of period	0	659,764
Cash at end of period	5,683,656	634,870
Supplemental disclosures of cash flow information:	'	'
Cash paid for interest	410,846	423,705
Cash paid for taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:	'	'
Stock issued for future services - third parties	13,879,997	1,001,519
Warrants issued in conjunction with equity issuances	8,175,459	427,759
Debt discount recorded on convertible and unsecured debt accounted for as a derivative liability	0	3,554,672
Stock issued to settle accounts payable and accrued expenses - third parties	5,760,887	1,392,143
Conversion of convertible debt and accrued interest for common stock	0	1,069,402
Stock issued for executive and board compensation	152,412	4,667,764
Reclassification of derivative liability to additional paid in capital	11,688,463	9,759,079
Stock issued to settle accrued liabilities	0	384,500
Change in fair value of debt securities in other comprehensive income	58,438	0
Stock issued to settle contracts	155,365	3,932
Conversion Of Series C Preferred Stock [Member]	'	'
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:	'	'
(Gain) loss on settlement of accounts payable, debt and conversion of Series C preferred stock	($392,144)	$3,261,897

Nature_of_Operations_and_Basis

Nature of Operations and Basis of Presentation	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Business Description and Basis of Presentation [Text Block]	'
	Note 1: Nature of Operations and Basis of Presentation
	Nature of Operations
	MusclePharm Corporation (the “Company”, “we”, “our”, or “MusclePharm”), was incorporated in the state of Nevada on August 4, 2006 under the name Tone in Twenty for the purpose of engaging in the business of providing personal fitness training using isometric techniques. The Company is headquartered in Denver, Colorado.
	MusclePharm currently manufactures and markets a wide-ranging variety of high-quality sports nutrition products.
	Basis of Presentation
	The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), as amended for interim financial information.
	The financial information as of December 31, 2012 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and filed with the SEC on April 1, 2013. The unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2012 and 2011.
	Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the nine months ended September 30, 2013 are not necessarily indicative of results for the full fiscal year.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Significant Accounting Policies [Text Block]	'
	Note 2: Summary of Significant Accounting Policies
	Principles of Consolidation
	The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiary MusclePharm Canada Enterprises Corp (“MusclePharm Canada”). MusclePharm Canada began operations in April of 2012. All intercompany accounts and transactions between MusclePharm Corporation and MusclePharm Canada have been eliminated upon consolidation.
	Use of Estimates
	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
	Making estimates requires management to exercise significant judgment. It is reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates.
	Risks and Uncertainties
	The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, industry adverse publicity and other risks, including the potential risk of business failure.
	Cash and Cash Equivalents
	The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. At September 30, 2013 and December 31, 2012, respectively, the Company had no cash equivalents.
	Accounts Receivable and Allowance for Doubtful Accounts
	Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms. Prior to July 1, the accounts receivable were sent directly to the Company’s third party manufacturer and netted with any outstanding liabilities to the manufacturer.  Subsequent to July 1, the Company took over the receipt and processing of accounts receivable. The Company periodically evaluates the collectability of its accounts receivable and considers the need to establish an allowance for doubtful accounts based upon historical collection experience and specific customer information. Accordingly, the actual amounts could vary from the recorded allowances. There is also a review of customer discounts at the period end and an accrual made for discounts earned but not yet received by quarter end.
	Management reserves for bad debt expense based on the aging of accounts receivable.  Bad debt expense is classified under general & administrative expense in the Consolidated Statement of Operations.
	The Company does not charge interest on past due receivables. Receivables are determined to be past due based on the payment terms of the original invoices. Accounts receivable consisted of the following at September 30, 2013 and December 31, 2012:
			As of			As of
			September 30, 2013			December 31, 2012
	Accounts receivable		$	11,833,677		$	4,416,193
	Less: allowance for discounts			-750,000			-1,088,720
	Less: allowance for doubtful accounts			-172,238			-25,129
	Accounts receivable – net		$	10,911,439		$	3,302,344
	At September 30, 2013 and December 31, 2012, the Company had the following concentrations of accounts receivable with significant customers:
	Customer		As of September 30, 2013				As of December 31, 2012
	A			20	%			24	%
	B			16	%			6	%
	C			15	%			20	%
	Inventory
	Inventory is valued at the lower of cost or market value. Product-related inventories are primarily maintained using the First-In First-Out method.
	Prepaid Giveaways
	Prepaid giveaways represent non-inventory sample items, which are given away to aid in promotion of the brand.
	Prepaid Sponsorship Fees
	Prepaid sponsorship fees represents fees paid in connection with future advertising to be received.
	Property and Equipment
	Property and equipment are stated at cost and depreciated to their estimated residual value over their estimated useful lives. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are relieved from the accounts and the resulting gains or losses are included in operating income in the Consolidated Statements of Operations. Repairs and maintenance costs are expensed as incurred. Depreciation is provided using the straight-line method for all property and equipment.
	Website Development Costs
	Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated useful life of the asset.
	Long-Lived Assets
	The Company reviews long-lived assets for impairment whenever events or changes in circumstances, such as service discontinuance or technological obsolescence, indicate that the carrying amount of the long-lived asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If the comparison indicates that impairment is present, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the asset. During the nine months ended September 30, 2013 and 2012, the Company recorded no impairment expense.
	Fair Value of Financial Instruments
	The Company measures assets and liabilities at fair value based on an expected exit price which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements contains a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
	The following are the hierarchical levels of inputs to measure fair value:
		·	Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
		·	Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
		·	Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.
	The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
			As of September 30, 2013			As of December 31, 2012
	Assets
	Debt securities (Level 2)		$	925,574		$	-
	Derivative instruments – Biozone warrants (Level 2)			1,692,351			-
				2,617,925			-
	Liabilities
	Derivative liabilities (Level 2)		$	1,895,085		$	-
	The Company’s financial instruments consisted primarily of marketable securities, accounts receivable, notes receivable, accounts payable and accrued liabilities, and debt. The Company’s debt approximates fair value based upon current borrowing rates available to the Company for debt with similar maturities. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of September 30, 2013 and December 31, 2012, respectively, due to the short-term nature of these instruments.
	Due to the thinly traded nature of the underlying stock of the debt securities and derivative instrument above, the Company has classified them as Level 2 inputs, and has employed a lattice pricing model for valuation purposes.  Refer to Notes 5 and 6 for further details of the valuation.
	Debt Securities
	The Company classifies its investment securities as either held-to-maturity, available-for-sale or trading. The Company’s debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported in shareholders’ equity under accumulated other comprehensive income (loss).  See Note 5 for further discussion of the Company’s debt securities.
	Revenue Recognition
	The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) product has been shipped or delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.
	Depending on individual customer agreements, sales are recognized either upon shipment of products to customers or upon delivery. For all of our Canadian sales, which represent 3% of total sales, recognition occurs upon shipment.
	The Company has determined that advertising related credits that are granted to customers fall within the guidance of ASC No. 605-50-55 (“Revenue Recognition” – Customer Payments and Incentives – Implementation Guidance and Illustrations). The guidance indicates that, absent evidence of benefit to the vendor, appropriate treatment requires netting these types of payments against revenues and not expensing as advertising expense.
	The Company records sales allowances and discounts as a direct reduction of sales.
	Sales for the three and nine months ended September 30, 2013 and 2012 were as follows:
			Three Months Ended September 30,						Nine Months Ended September 30,
			2013			2012			2013		2012
Sales		$	31,080,225		$	20,627,691		$	84,519,744	$	58,799,563
Discounts			-5,736,257			-2,053,965			-11,134,551		-8,235,817
Sales - Net		$	25,343,968		$	18,573,726		$	73,385,193	$	50,563,746
The Company has an informal seven day right of return for products. There were nominal returns for the three and nine months ended September 30, 2013 and 2012.
For the nine months ended September 30, 2013 and 2012, the Company had the following concentrations of revenues with significant customers:
		Nine Months Ended September 30,
Customer		2013				2012
A			28	%			39	%
B			9	%			8	%
C			5	%			10	%
Licensing Income and Royalty Revenue
On May 5, 2011, the Company granted an exclusive indefinite license to market, manufacture, design and sell the Company’s existing apparel line. The licensee paid an initial fee of $250,000 in June 2011, and will pay the Company a 10% net royalty based on its net income at the end of each fiscal year. To date, no royalty revenue has been earned by the Company.
Cost of Sales
Cost of sales represents costs directly related to the production, manufacturing and freight of the Company’s products.
Shipping and Handling
Prior to March 1, 2013 MusclePharm used a manufacturer from Tennessee to ship directly to our customers.  After that date, MusclePharm took control of the shipping and began shipping products from a previously leased, 152,000 square foot distribution center in Franklin, Tennessee.
Prior to June 30, 2013, our products were transported from our manufacturer to the MusclePharm distribution center, but title did not pass from the manufacturer until loaded on the truck for shipment to the customer.   As a result, MusclePharm did not take title to our products.
On July 1, 2013, the Company terminated a distribution agreement dated November 17, 2010 with one of our key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of our products.  In connection with the termination of the agreement, the Company took control of customer order fulfillment through our Franklin, Tennessee warehouse.  The facility is operated with the Company’s equipment and employees.
The Company also uses a manufacturer in New York for the manufacture of one of the Company’s products.  These orders are typically large and heavy and are drop shipped directly to our customers at the time of order.  Costs associated with these shipments are recorded in cost of sales.
For Canadian sales, the product is shipped from our Canadian warehouse to our customers. Costs associated with the shipments are recorded in cost of sales.
Advertising and Promotion Expenses
Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways.  Advertising expenses are recognized in the month that the advertising appears while costs associated with trade show events are expensed when the event occurs.  Costs related to promotional giveaways are expensed when the product is either given out at a promotional event or shipped to the customer.
A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts.  Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions.  Generally, endorsement payments are expensed straight-line over the term of the contract after giving recognition to periodic performance compliance provisions of the contract.  Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period to which the prepayment applies.
Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports (e.g. winning a championship).  The Company records expense for these payments when the endorser achieves the specific achievement.
Advertising and promotion expense for the three and nine months ended September 30, 2013 and 2012 were as follows:
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
Advertising		$	4,043,064		$	2,599,691		$	9,635,642	$	6,576,531
Beneficial Conversion Feature
For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount.
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt.
Accounts payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the Company’s trade payables as well as amounts estimated by management for future liability payments that relate to the current accounting period. Management reviews these estimates periodically to determine their reasonableness and fair presentation.
Debt
The Company defines short term debt as any debt payment due less than one year from the date of the financial statements. Long term debt is defined as any debt payment due more than one year from the date of the financial statements. Refer to Note 7 for further disclosure of debt liabilities.
Derivative Instruments
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in equity instruments and warrants granted, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes or lattice option-valuation models. In assessing the convertible equity instruments, management determines if the convertible equity instrument is conventional convertible equity and further if the beneficial conversion feature requires separate measurement.
Once derivative instruments are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using a Black-Scholes or lattice option-pricing model. Once a derivative liability ceases to exist any remaining fair value is reclassified to additional paid-in capital if redeemed or through earnings if forfeited or expired.
Deferred Equity Costs
The Company may pay costs related to the underwriting and offering of equity securities. These costs are treated as a reduction to equity capital raised and recorded in equity when the share issuances are recorded. Until the shares are recorded or until offering is aborted, these costs will be held on the balance sheet as a deferred asset.
Debt Issue Costs and Debt Discount
The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Original Issue Discount
For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount and additional paid-in capital at an amount not to exceed gross proceeds raised, reducing the face amount of the debt, and is amortized to interest expense over the life of the debt.
Share-Based Payments
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.
Earnings (loss) Per Share
Net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
The Company uses an “if converted” method to determine whether there is a dilutive effect of outstanding option and warrant contracts. For the three months and nine months ended September 30, 2013 and 2012 the Company reflected net loss and a dilutive net loss, respectively, and the effect of considering any common stock equivalents would have been anti-dilutive for these periods. Therefore, separate computation of diluted earnings (loss) per share is not presented.
The Company has the following common stock equivalents for the nine months ended September 30, 2013 and 2012, respectively:
		Nine Months Ended September 30,
		2013			2012
Stock options (exercise price - $425/share)			472			1,847
Warrants (exercise price $4 – $1,275/share)			288,089			4,990
Convertible debt (exercise price $17/share)			-			2,471
Total common stock equivalents			288,561			9,308
In the above table, some of the outstanding instruments from 2013 and 2012 contain ratchet provisions that would cause variability in the exercise price at the balance sheet date. As a result, common stock equivalents could change at each reporting period.
Foreign Currency
MusclePharm began operations in Canada in April of 2012. The Canadian Dollar was determined to be the functional currency as the majority of the transactions related to the day to day operations of the business are exchanged in Canadian Dollars. At the end of the period, the financial results of the Canadian operation are translated into United States Dollars, which is our reporting currency, and added to the U.S. operations for consolidated company financial results. The revenue and expense items are translated using the average rate for the period and the assets and liabilities at the end of period rate. Transactions that have completed the accounting cycle and resulted in a gain or loss related to translation are recorded in realized gain or loss due to foreign currency translation under other income expense on the income statement. Transactions that have not completed their accounting cycle but appear to have gain or loss due to the translation process are recorded as unrealized gain or loss due to translation and held in the equity section on the balance sheet until such date the accounting cycle of the transaction is complete and the actual realized gain or loss is recognized.
Reclassification
The Company has reclassified certain prior period amounts to conform to the current period presentation. These reclassifications had no effect on the financial position, results of operations or cash flows for the periods presented.

Property_and_Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'
Property, Plant and Equipment Disclosure [Text Block]	'
	Note 3: Property and Equipment
	Property and equipment consisted of the following at September 30, 2013 and December 31, 2012:
		As of September 30, 2013		As of December 31, 2012		Estimated Useful Life
	Furniture, fixtures and gym equipment	$	1,666,922	$	1,323,998	From 36 to 60 months
	Leasehold improvements		752,968		563,204	From 20 to 66 months
	Vehicles		391,365		100,584	5 years
	Displays		32,057		32,057	5 years
	Website		11,462		11,462	3 years
	Total		2,854,774		2,031,305
	Less: Accumulated depreciation and amortization		-1,185,830		-674,941
		$	1,668,944	$	1,356,364

Inventory

Inventory	9 Months Ended
	Sep. 30, 2013
Inventory Disclosure [Abstract]	'
Inventory Disclosure [Text Block]	'
	Note 4:  Inventory
	On July 1, 2013, the Company terminated a Distribution Agreement dated November 17, 2010 with one of our key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of our products as more fully discussed in the “Shipping and Handling” section of Note 2 above.  In connection with the termination of the agreement, we purchased an aggregate $4,664,421 of product inventory, and the Company took over control of customer order fulfillment through our Franklin, Tennessee warehouse.
	Inventory consisted of the following at September 30, 2013 and December 31, 2012:
		As of September 30, 2013	As of December 31, 2012
	Product Inventory	9,633,164	257,975
	The Company reserves for obsolete and slow moving inventory based on the age of the product as determined by the expiration date.  Products within one year of their expiration dates are considered for reserve purposes.  Historically, we have had minimal returns, and any damaged packaging is sent back to the manufacturer for replacement.  The Company has determined that an inventory reserve was immaterial as of September 30, 2013.

Debt_Securities

Debt Securities	9 Months Ended
	Sep. 30, 2013
Investments, Debt and Equity Securities [Abstract]	'
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]	'
	Note 5:  Debt Securities
	On August 26, 2013, the Company purchased, for an aggregate $2,000,000, a secured convertible promissory note from Biozone Pharmaceuticals, Inc.  (“Biozone”) (OTC:BZNE) that matures one year from the date of issuance, and certain derivative instruments (Note 6), the value of which was recorded as a discount to the note to be accreted over the note’s term.  In addition, a change of control put option was identified but is not recorded as a derivative because the value was determined to be deminimus. The promissory note bears interest at a rate of 10% per annum, is convertible at any time prior to the maturity date into 10,000,000 shares of Biozone common stock at the conversion rate of $0.20 per share, and contains certain put and call features.  The Company’s ability to convert into Biozone Common Stock is restricted by a beneficial ownership limitation of 4.99% of the number of the common stock outstanding after giving effect to the issuance of  common stock issuable upon conversion.  This conversion limit can be changed by the Company upon at least 60 days’ notice.
	The Company has classified this note as a Level 2 available-for-sale security and has engaged an independent third party firm to value the note and its embedded conversion features each reporting period.  Changes in the reported value of the note will be included as a component of other comprehensive income.  The note had a fair value on the purchase date of $1,955,462, which was purchased at a $44,538 premium.  The premium has been netted against the discount of $1,248,292 attributable to the derivative instrument and will be accreted to interest income over the stated maturity of the note.  The debt security is recorded at fair value net of any recorded discount not yet accreted.  As of September 30, 2013, the portion of the discount not yet accreted was $1,132,863.
	The following table summarizes the Company’s marketable securities activity for the nine months ended September 30, 2013:
		Convertible
		Note
	FV of debt security on 8/26/13	$	1,955,462
	Premium on purchase date		44,538
	Discount for value of derivative instrument		-1,248,292
	Accretion of net discount		115,428
	Unrealized gain in OCI		58,438
	Balance – September 30, 2013	$	925,574
	See Note 15(c) for subsequent event related to this debt security.

Derivative_Instrument

Derivative Instrument	9 Months Ended
	Sep. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'
Derivative Instruments and Hedging Activities Disclosure [Text Block]	'
	Note 6: Derivative Instrument
	In conjunction with the purchase of the convertible promissory note discussed in Note 5, the Company received a callable warrant to purchase up to 10,000,000 shares of Biozone at an exercise price of $0.40 with an expiration date of 10 years from the date of issuance.  The initial value of the warrant was $1,248,292 and was recorded as a discount against the note.  The Company’s ability to exercise the warrant is limited by a beneficial ownership limitation of 4.99% of the number of the common shares outstanding in Biozone after giving effect to the exercise of the warrant.
	The Company has classified the warrant as Level 2 inputs, and engaged an independent third party firm to value the warrant.  The warrant was valued using a binomial lattice pricing model where the option value is calculated using a backward induction process.
	This model considers price volatility, time, and dilutive effect of exercising.  The pricing model assumes a volatility of 70% at the dates of purchase and period end.
	The following table summarizes the Company’s derivative asset activity for the nine months ended September 30, 2013:
	Balance – December 31, 2012	$	-
	Purchases		1,248,292
	Sales		-
	Realized gain (loss)		-
	Unrealized gain (loss)		444,059
	Balance – September 30, 2013	$	1,692,351

Debt

Debt	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Debt Disclosure [Text Block]	'
	Note 7: Debt
	At September 30, 2013 and December 31, 2012, debt consists of the following:
			As of September 30, 2013			As of December 31, 2012
	Auto loan - secured		$	5,856			15,380
	Unsecured debt			64,600			4,452,183
	Less: debt discount			-			-
	Unsecured debt - net			64,600			4,452,183
	Total debt			70,456			4,467,563
	Less: current portion			-70,456			-4,463,040
	Long term debt		$	-		$	4,523
	Debt in default of $64,600 at September 30, 2013 and December 31, 2012 is included as a component of short-term debt.
	Future annual principal payments for the above debt are as follows:
	Years Ending December 31,
	2013 (3 months)		$	66,967
	2014			3,489
	Total annual principal payments		$	70,456
	Convertible Debt – Secured - Derivative Liabilities
	During the year ended December 31, 2012, the Company issued convertible debt totaling $519,950. The convertible debt includes the following terms:
				Year Ended
				December 31, 2012
				Amount of
				Principal Raised
	Interest Rate				8% - 10%
	Default interest rate				0% - 20%
	Maturity				January 3, 2012 to October 11, 2014
	Conversion terms 1	62% of lowest trade price for the last 7 trading days			100,000
	Conversion terms 2	65% of the lowest trade price in the 30 trading days previous to the conversion			19,950
	Conversion terms 3	35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.			400,000
				$	519,950
	The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at the conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 8 regarding accounting for derivative liabilities.
	(A) Unsecured Debt
	Unsecured debt consisted of the following activity and terms:
	Balance - December 31, 2012		$	4,452,183
	Repayments			-4,387,583
	Balance – September 30, 2013		$	64,600
	(B) Vehicle Loan
	Vehicle loan debt consisted of the following activity and terms:
						Interest Rate			Maturity
	Balance - December 31, 2012		$	15,380			6.99	%	26 payments of $1,008
	Repayments			-9,524
	Balance – September 30, 2013		$	5,856
	(C) Debt Issue Costs
	During the nine months ended September 30, 2013 and September 30, 2012, the Company paid debt issue costs totaling $0 and  $166,950, respectively.
	For the year ended December 31, 2012, the Company issued 22,633 warrants as cost associated with a debt raise. The initial derivative liability value of $427,759 was recorded as debt issue costs and derivative liability.
	The following is a summary of the Company’s debt issue costs for the nine months ended September 30, 2013 and year ended December 31, 2012 as follows:
			2013			2012
	Debt issue costs		$	335,433		$	851,923
	Accumulated amortization of debt issue costs			-335,433			-516,490
	Debt issue costs – net		$	-		$	335,433
	During the nine months ended September 30, 2013 and 2012, the Company amortized $335,433 and $286,523, respectively, in debt issue costs.

Derivative_Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'
Derivatives and Fair Value [Text Block]	'
	Note 8: Derivative Liabilities
	The Company identified conversion features embedded within consulting agreements and Series D Preferred Stock issued in 2013. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability as the Company could not determine if a sufficient number of shares would be available to settle all transactions.
	The fair value of the conversion feature is summarized as follows:
	Derivative liability - December 31, 2012	$	-
	Fair value at the commitment date for equity instruments		8,175,459
	Fair value at the commitment date for warrants issued		96,913
	Fair value mark to market adjustment for equity instruments		5,408,089
	Fair value mark to market adjustment for warrants		58,453
	Conversion instruments exercised or settled		-11,843,829
	Derivative liability – September 30, 2013	$	1,895,085
	The Company recorded the day 1 value of derivative contracts associated with the Series D preferred stock issuance against gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the offering. The Company recorded a derivative expense of $96,913 and $4,409,214 for the nine months ended September 30, 2013 and 2012, respectively.
	The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions:
		Commitment Date			Re-measurement Date
	Expected dividends		0	%		0	%
	Expected volatility		118% - 123	%		72	%
	Expected term:		1 year			1 year
	Risk free interest rate		0.14% - 0.15	%		0.1	%

Restricted_Stock

Restricted Stock	9 Months Ended
	Sep. 30, 2013
Schedule Of Share Based Compensation Restricted Stock and Restricted Stock Units [Abstract]	'
Compensation and Employee Benefit Plans [Text Block]	'
	Note 9: Restricted Stock
	In November 2012, the Company granted our former Executive Vice President and Co-Chairman, Mr. John H. Bluher, 70,589 restricted stock units through a restricted stock unit agreement. Each restricted stock unit represents a contingent right to receive one share of the Company’s common stock upon vesting. The value of this award at the grant date was $245,400 and will be amortized over the vesting periods such that each tranche of restricted stock units will be fully amortized at the date of vesting. The restricted stock units vest in one tranche of 23,529 on January 1, 2013 and two tranches of 23,530 shares on January 1, 2014 and December 1, 2014. As of September 30, 2013, 23,529 restricted stock units have vested and the unamortized portion of this award is $102,418. See Note 15(A) for further discussion on Mr. Bluher’s rights to receive restricted stock pursuant to his separation agreement.
	In November 2012, the Company granted the Chief Financial Officer, Mr. L. Gary Davis, 58,824 restricted stock units through a restricted stock unit agreement. Each restricted stock unit represents a contingent right to receive one share of the Company’s common stock upon vesting. The value of this award at the grant date was $204,500 and will be amortized over the vesting periods such that each tranche of restricted stock units will be fully amortized at the date of vesting. The restricted stock units vest in three tranches of 19,608 shares each on January 1, 2013 and 2014, and December 1, 2014. As of September 30, 2013, 19,608 restricted stock units have vested and the unamortized portion of this award is $85,348.
	In June 2013, the Company approved a restricted stock award to certain key employees, officers and directors for 1,550,000 cumulative shares. The awarded shares were issued upon the award’s approval with ownership rights to be conveyed upon vesting. The value of this award at the grant date was $17,065,500. Of these shares, the Company estimates that 1,500,200 shares will fully vest for a total value of $16,517,202. This amount will be amortized over the vesting periods such that each tranche’s estimated shares of restricted stock will be fully amortized at the dates of vesting. The Company will periodically review this estimate for reasonableness and make adjustments as appropriate. The award vests in two tranches with 17% vesting December 31, 2013 and the remaining 83% vesting December 31, 2015 with the exception of certain executives under employment agreements that terminate prior to December 31, 2015. These awards will be amortized over the remaining term of their employment agreements. As of September 30, 2013, zero shares have vested, 2,500 shares have been returned and the unamortized portion of this award is $15,066,634.
	Total compensation expense for these awards recognized during the nine months ended September 30, 2013 was $1,588,068 and is included in General and Administrative expenses.

Stockholders_Equity

Stockholders' Equity

9 Months Ended

Sep. 30, 2013

Stockholders' Equity Note [Abstract]

'

Stockholders' Equity Note Disclosure [Text Block]

'

Note 10: Stockholders’ Equity

The Company has three and four separate series of authorized preferred stock at September 30, 2013 and December 31, 2012, respectively:

On November 26, 2012, the Company (i) effected a 1-for-850 reverse stock split of our common stock, including a proportionate reduction in the number of authorized shares of our common stock from 2.36 billion shares to 2.8 million shares of common stock, and (ii) amended our articles of incorporation to increase the number of authorized shares of common stock (post reverse stock split) from 2,941,177 to 100 million effective November 27, 2012.  All share and per share amounts in this document have been changed to give effect to the reverse stock split.

(A) Series A Convertible Preferred Stock

This class of stock has the following provisions:

·

Non-voting,

·

No rights to dividends,

·

No liquidation value, and

·

Convertible into 200 shares of common stock.

(B) Series B Preferred Stock (Related Parties)

In August 2011, the Company issued an aggregate of 51 shares of Series B Preferred Stock to two of its officers. The Company accounted for the share issuance at par value as there was no future economic value that could be associated with the issuance.  In September 2013, the outstanding 51 shares of Series B Preferred Stock were returned to the Company and retired.  Pursuant to the certificate of designation, these shares were added back to general preferred stock pool upon their surrender and are not available for reissuance as Series B Preferred Stock without a new designation.

This class of stock has the following provisions:

⋅

Voting rights entitling the holders to an aggregate 51% voting control,

⋅

No rights to dividends,

⋅

Stated value of $0.001 per share,

⋅

Liquidation rights entitle the receipt of net assets on a pro-rata basis with the holders of our common stock, and

⋅

Non-convertible.

(C) Series C Convertible Preferred Stock

In October 2011, the Company issued 190 shares of Series C Convertible Preferred Stock, having a fair value of $190,000. Of the total shares issued, 100 shares were issued for $100,000 ($1,000 / share). The remaining 90 shares were issued for services rendered having a fair value of $90,000 ($1,000 / share), based upon the stated value per share. In March 2012, all 190 shares were converted into 22,353 shares of the Company’s common stock at a conversion price of $0.0085 per share and a loss of $614,984.

This class of stock has the following provisions:

⋅

Stated Value - $1,000 per share,

⋅

Non-voting,

⋅

Liquidation rights entitle an amount equal to the stated value, plus any accrued and unpaid dividends,

⋅

As long as any Series C, Convertible Preferred Stock is outstanding, the Company is prohibited from executing various corporate actions without the majority consent of the holders of Series C, Convertible Preferred Stockholders authorization; and

⋅

Convertible at the higher of (a) $0.01 or (b) such price that is a 50% discount to market using the average of the low two closing bid prices, five days preceding conversion.

Due to the existence of an option to convert at a variable amount, the Company treated this series of preferred stock as a derivative liability due to the potential for settlement in a variable quantity of shares. Additionally, the Company computed the fair value of the derivative liability at the commitment date and re-measurement date, which was $293 and $175, respectively, using the Black-Scholes assumptions below. This transaction is analogous to a dividend with a direct charge to retained earnings.

(D) Series D Convertible Preferred Stock

In January 2013 the board of directors authorized 1,600,000 shares of Series D convertible preferred stock.  Between January 16, 2013 and February 4, 2013, the Company entered into separate subscription agreements with certain investors in connection with the offering, pursuant to which the Company sold an aggregate of 1,500,000 shares of Preferred Stock for aggregate gross proceeds of approximately $12 million. Pursuant to the Certificate of Designation of the Series D Convertible Preferred Stock filed with the Nevada Secretary of State on January 11, 2013 (the “Certificate of Designation”), each share of Preferred Stock is convertible into two shares of common stock, subject to adjustment as set forth in the Certificate of Designation.

The shares of Series D have the following provisions:

⋅

Voting rights based on number of common shares of conversion option;

⋅

Initially no rights to dividends;

⋅

Liquidation rights entitle an amount equal to the stated value, plus any accrued and unpaid dividends; and

⋅

Convertible into 2 shares of common stock, subject to adjustment.

(E) Common Stock

During the nine months ended September 30, 2013, the Company issued the following common stock:

Transaction Type

Quantity

Valuation

Range of Value

(#)

($)

per Share

($)

Conversion of Series D preferred stock to common stock

2,712,000

11,688,642

2.80 – 7.54

Cash and warrants

1,191,332

10,559,332

8.26 – 10.50

Executive/Board of Director compensation

71,664

302,379

3.48 – 6.00

Stock issued for services and to settle liabilities

2,162,511

19,796,250

4.02 – 12.99

Total

6,137,507

42,346,603

2.80 – 12.99

The fair value of all stock issuances above is based upon either the quoted closing trading price on the date of issuance, the value of derivative instrument at the date of conversion, contract value where the fair value was stated by the contract, or net proceeds from capital raised after giving effect to the cost of capital raised.

(F) Stock Options

The Company applied fair value accounting for all shares based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-valuation model. The Black-Scholes assumptions used when the options were issued in the year ended December 31, 2010 are as follows:

Exercise price

$

425

Expected dividends

0

%

Expected volatility

74.8

%

Risk fee interest rate

1.4

%

Expected life of option

5 years

Expected forfeiture

0

%

The following is a summary of the Company’s stock option activity:

Options

Weighted Average

Weighted Average

Aggregate Intrinsic

Exercise Price

Remaining

Value

Contractual Life

Balance – December 31, 2012

1,847

$

425

2.25 years

-

Granted

-

Exercised

-

Forfeited/Cancelled

-1,375

$

425

Balance – September 30, 2013 – outstanding

472

$

425

1.50 years

-

Balance – September 30, 2013 – exercisable

472

$

425

1.50 years

-

Outstanding options held by related parties – 2013

-

Exercisable options held by related parties – 2013

-

(G) Stock Warrants

All warrants issued during the nine months ended September 30, 2013 were accounted for as derivative liabilities. See Note 8.

During the nine months ended September 30, 2013, the Company entered into convertible equity agreements. As part of these agreements, the Company issued warrants to convert 1,500,000 shares of Series D preferred stock into 3,000,000 shares of common stock.

A summary of warrant activity for the Company for the nine months ended September 30, 2013 is as follows:

Number of Warrants

Weighted Average Exercise Price

Outstanding – December 31, 2012

89

$

1,275

Granted

3,040,000

4.09

Exercised/settled

-2,752,000

4.09

Balance as September 30, 2013

288,089

$

4.39

Warrants Outstanding

Warrants Exercisable

Range of

Number

Weighted Average

Weighted Average

Number

Weighted

Intrinsic Value

Exercise Prices

Outstanding

Remaining

Exercise Price

Exercisable

Average

Contractual Life (in

Exercise Price

years)

$4 - $1,275

288,089

1

$

4.39

288,089

$

4.39

1,726,845

(H) Treasury Stock

During the nine months ended September 30, 2013, the Company repurchased 18,825 shares of its common stock for the total sum of $260,000 as part of a settlement.  Of this amount, $103,537 or $5.50 per share was considered repurchase of securities and $156,463 was recorded as a loss on settlement. The Company records the value of its common stock held in treasury at cost. The Company has not cancelled or retired these shares, and they remain available for reissuance. The Company has a stock repurchase plan in place but has suspended it indefinitely.

(I)  Consulting Agreement

On July 19, 2012, the Company entered into consulting agreements with two outside consulting firms to provide services related to the capital restructuring of the Company.  These agreements were subsequently amended in March of 2013and again in April of the same year. During the three and nine month period ended September 30, 2013, the Company recognized expense related to the GRQ and Melechdavid agreements of $423,261 and $7,015,076, respectively which are classified under Professional and R&D fees in the Consolidated Statement of Operations.  The Company’s obligations under the GRQ and Melechdavid agreements were completely satisfied as of July 12, 2013 and the agreements have not been renewed or extended.

Commitments_Contingencies_and_

Commitments, Contingencies and Other Matters	9 Months Ended
	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]	'
Commitments and Contingencies Disclosure [Text Block]	'
	Note 11: Commitments, Contingencies and Other Matters
	(A) Operating Lease
	The Company has various non-cancelable leases with terms expiring through 2017.
	Future minimum annual lease payments for the above leases are approximately as follows:
	Years Ending December 31,
	2013 (3 months)		$	130,987
	2014			569,618
	2015			391,069
	2016			79,860
	2017			19,965
	Total minimum lease payments		$	1,191,499
	Rent expense for the nine months ended September 30, 2013 and 2012, was $446,943 and $231,560, respectively.
	(B) Capital Leases
	In August 2013, Company entered into a lease agreement for the lease of certain equipment to be used by the Company. The agreement stipulates 36 monthly payments of $410.24 and provides for an automatic transfer of ownership at lease end. The interest rate implicit in this lease is 9.5%.
	As of September 30, 2013 and December 31, 2012, the Company had an outstanding balance on capital leases of $11,440, and $0, respectively.  Future minimum lease payments are as follows:
	Years Ending December 31,
	2013 (3 months)		$	1,231
	2014			4,923
	2015			4,923
	2016			3,282
	Total minimum lease payments		$	14,359
	(C) Legal Matters
	From time to time, the Company is or may become involved in various legal proceedings that arise in the ordinary course of business or otherwise. Legal proceedings are subject to inherent uncertainties as to timing, outcomes, costs, expenses and time expenditures by the Company’s management and others on behalf of the Company. Although there can be no assurance, based on information currently available the Company’s management believes that the outcome of legal proceedings that are pending or threatened against the Company will not have a material effect on the Company’s financial condition. However, the outcome of any of these matters is neither probable nor reasonably estimable.
	As of September 30, 2013, the Company was a party defendant in the following legal proceedings, each of which the Company: (a) believes is without merit; and (b) intends to defend vigorously:
		·	The Tawnsaura Group, LLC v MusclePharm Corporation, Case No: 8:12-cv-01476-JVS-RNB in the United States District Court for the Central District of California.   Date instituted: September 12, 2012. Plaintiff alleges patent infringement for MusclePharm's use of Citrulline Malate in its products.  To date, Plaintiff has filed against over 70 different manufacturers of dietary supplements and sports nutrition products. MusclePharm is part of a joint defense group and believes this case is without merit due to the existence of prior art.  The Company reached a settlement with the Tawnsaura Group effective October 1, 2013 for $5,000.  This settlement is included in General and administrative expenses in the Consolidated Statement of Operations.
		⋅	William Bossung and Bishop Equity Partners LLC v. MusclePharm Corporation, Clark County, Nevada District Court. Date instituted: January 17, 2012. Plaintiff alleges that additional monetary payments are due in respect of a settlement for outstanding warrants. The Company reached a settlement with William Bossung and Bishop Equity Partners LLC effective September 30, 2013 for 25,000 shares of fully vested restricted shares of MusclePharm Common Stock. The full value of the settlement of $255,500 is included in General and administrative expense in the Consolidated Statement of Operations.
		·	Nageen Dehesh v MusclePharm Corporation, Case No: SC120793 in the Superior Court of the State of California, County of Los Angeles West District. Date instituted:  May 30, 2012.  Plaintiff alleges she is owed payment for introducing MusclePharm to investors and/or raising capital. Plaintiff is not a licensed broker dealer and there was no agreement between the parties.
	In July 2013 Harcol sent written correspondence to MusclePharm alleging infringement of a certain patent by MusclePharm and was contemplating legal action against the Company.  MusclePharm denies any infringement of the patent in question, and in an effort to avoid the risk and expense of litigation, reached a settlement with Harcol effective October 1, 2013.  The settlement provided for a payment of $65,000 in exchange for an exclusive, perpetual, irrevocable, fully-paid up, royalty free license under the patent in question.  The payment of $65,000 is included as a component of General and Administrative expenses in the Consolidated Statement of Operations.
	(D) Payroll Taxes
	As of September 30, 2013, accounts payable and accrued expenses included $78,081 pertaining to accrued payroll taxes. The taxes represent employee withholdings that have yet to be remitted to the taxing agencies.
	(E) Product Liability
	As a manufacturer of nutritional supplements and other consumer products that are ingested by consumers, the Company may be subject to various product liability claims. Although we have not had any material claims to date, it is possible that current and future product liability claims could have a material adverse effect on our business or financial condition, results of operations or cash flows. The Company currently maintains product liability insurance with a deductible/retention of $10,000 per claim with an aggregate cap on retained loss of $5,000,000. At September 30, 2013, the Company had not recorded any accruals for product liability claims.
	(F) Other Liabilities and Regulatory Matters
	Subsequent to December 31, 2012, the Company determined that it may have potential liabilities related to the filing of certain informational returns required by governmental authorities.  Management has developed a plan to address these matters and does not currently expect a significant adverse impact on its financial position or results of operations.
	(G) W-2 Correction
	In 2012, the Company issued three executives stock as part of their performance based compensation.  This compensation was not included in their 2012 earnings and the Company is now preparing to correct this matter by issuing revised Form W-2 earnings statements to each of these executives related to the 2012 stock compensation. No determination can be made as to the impact this will have on the Company, but is believed to be immaterial.
	(H) SEC Investigation
	The Company, following requests for information received by MusclePharm from the Denver Regional Office of the Securities and Exchange Commission (the “Staff”), is reviewing its reports for the 2010 and 2011 fiscal years, which were included in financial statements issued for the 2010 and 2011 fiscal years. The Company and its auditors for the fiscal years 2010 and 2011 have voluntarily provided information to the Staff and are cooperating with Staff requests. The principal areas of the Company’s internal review relate to internal controls, disclosures of related party transactions, settlements of claims including share issuances, executive compensation, and disclosure of perquisites. The Company was recently informed that the Staff has issued a formal order of investigation of the Company. There can be no assurance that these are the only subject matters of concern, what the nature or amounts in question will be, or that these are the only periods under review.

Defined_Contribution_Plan

Defined Contribution Plan	9 Months Ended
	Sep. 30, 2013
Compensation and Retirement Disclosure [Abstract]	'
Pension and Other Postretirement Benefits Disclosure [Text Block]	'
	Note 12: Defined Contribution Plan
	The Company established a 401(k) Plan (the “401(k) Plan”) for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age and who have completed one year of entry service are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, of up to $17,500 for 2013 (subject to make-up contributions) in the form of voluntary payroll deductions. The Company may make discretionary contributions. During the nine months ended September 30, 2013 and 2012 the Company’s matching contribution was $44,940 and $34,313, respectively.

Related_Party_Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2013
Related Party Transactions [Abstract]	'
Related Party Transactions Disclosure [Text Block]	'
	Note 13: Related Party Transactions
	The Chief Executive Officer of one of our major customers is the brother of our President of Sales and Marketing.  Our Chief Financial Officer also indirectly owns 1.75% of the Chief Executive Officer’s equity interest in such customer. We do not offer preferential pricing of our products to this customer based on these relationships.
	On August 26, 2013, we entered into a Securities Purchase Agreement with BioZone Pharmaceuticals, Inc. (“Biozone”) pursuant to which we bought (i) $2,000,000 of a 10% secured convertible promissory notes (the “Note”) and (ii) a warrant to purchase 10,000,000 shares of the Seller’s common stock, at an exercise price of $0.40 per share, for an aggregate purchase price of $2,000,000. Dr. Phillip Frost, a significant investor in the Company and a member of its scientific advisory board, is the Chairman and CEO of OPKO Health, Inc. (“OPKO”), and is the trustee of Frost Gamma Investments Trust (“Frost Gamma”). Each of Dr. Frost, OPKO, and Frost Gamma are significant shareholders in Biozone.

Endorsement_Agreement

Endorsement Agreement	9 Months Ended
	Sep. 30, 2013
Endorsement Agreement [Abstract]	'
Endorsement Agreement [Text Block]	'
	Note 14: Endorsement Agreement
	On July 26, 2013, the Company entered into an Endorsement Licensing and Co-Branding Agreement by and among, the Company, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc. Under the terms of the Agreement, Mr. Arnold Schwarzenegger will endorse the Company’s products and a special Arnold Schwarzenegger product line of between 4 and 8 products will be marketed under Mr. Schwarzenegger’s name and likeness.
	As part of this agreement, the Company is obligated to make minimum royalty payments until sales meet certain pre-determined thresholds at which time the Company will pay a percentage of net sales of the Arnold product line. For the three months and nine month’s ended September 30, 2013, the company recognized $3,680,504 in net sales of the Arnold product line, which did not meet the minimum sales threshold for royalty payments. For the three and nine month’s ended September 30, 2013, the Company recognized $365,591 of expense for minimum royalties under the agreement. Payments for minimum royalty payments are included as a component of Advertising and promotion expense in the Consolidated Statement of Operations. Future payments in excess of the minimum royalty will be recorded as a component of Cost of Goods Sold.
	In connection with this agreement, the Company also issued Marine MP, LLC 780,000 fully vested restricted shares of common stock. As of September 30, 2013, the amount of unamortized stock compensation expense related to this agreement was $8,018,400. The current and non-current portions of this unamortized stock compensation is included as a component of Prepaid Stock Compensation in the Consolidated Balance Sheet.

Subsequent_Events

Subsequent Events	9 Months Ended
	Sep. 30, 2013
Subsequent Events [Abstract]	'
Subsequent Events [Text Block]	'
	Note 15: Subsequent Events
	(A)  Board of Directors and Corporate Officer Changes
	On October 16, 2013, the Company hired Sydney Rollock as our Chief Marketing Officer.  There is no family relationship between Mr. Rollock and any of our other officers and directors.  There are no understandings or arrangements between Mr. Rollock and any other person pursuant to which Mr. Rollock was selected as an officer.
	On October 17, 2013, Mr. John H. Bluher resigned his position as Executive Vice President of the Company. Mr. Bluher will continue to serve on the Company’s Board of Directors until December 31, 2013.
	Simultaneously with Mr. Bluher’s resignation as an employee of the Company, Mr. Bluher and the Company entered into a Separation and Release of Claims Agreement pursuant to which Mr. Bluher ended his employment with the Company. Pursuant to the Release Agreement, Mr. Bluher shall receive (i) all unpaid base salary plus unused vacation time, (ii) $150,000, (iii) reimbursement for group health insurance for 12 months, and (iv) all unvested restricted stock units owned by Mr. Bluher pursuant to a previously executed RSU Agreement and previously executed Restricted Stock Agreements (as both are defined the Release Agreement) in exchange for releasing and discharging the Company and its affiliates and subsidiaries from any and all claims of any kind arising out of, or related to, his employment and separation from employment with the Company.
	Mr. Bluher’s resignation was not as a result of any disagreements with the Company’s operations, policies or practices.
	(B)  Related Party Transactions
	On October 16, 2013, the Company entered into an office lease agreement with Frost Real Estate Holdings, LLC, a Florida limited liability company owned by Dr. Phillip Frost. Pursuant to the lease, the Company will rent 1,437 square feet of office space in Florida for an initial term of three years, with an option to renew for an additional three year term. Total lease commitments under the initial term of the lease are $142,923.
	(C)  Note Conversion
	On October 24, 2013, the Company converted $1,000,000 of the convertible note (discussed in Note 5) into 5,000,000 shares of Biozone common stock.  Additionally, Biozone repaid the remaining principal balance and approximately $32,000 in interest to the Company.
	(D)  Biozone Acquisition
	On November 12, 2013 the Company’s newly formed wholly-owned subsidiary, Biozone Laboratories, Ltd., entered into an asset purchase agreement (“APA”) with BioZone Pharmacueticals, Inc., pursuant to which the company acquired all assets associated with QuSomes, Intense C Serum PM and EquaSomes drug delivery technology and the name “Biozone”.  The closing of the purchase of the Seller’s assets is subject to certain conditions precedent including delivery of a fairness opinion to the Company and the Seller by their respective financial advisors, and the Seller’s shareholders’ approval of the transaction and is expected to occur prior to December 31, 2013.
	(E)  Security Purchases and Sales
	On November 7, 2013, the Company purchased, from Fuse Science, Inc. (OTCBB:DROP) (“Fuse”): (i) a 10% senior secured convertible promissory note in the principal amount of $200,000 to mature 60 days after issuance, and (ii) warrants to purchase 6,666,000 shares of Fuse common stock at an exercise price of $0.06 per share.
	In November, the Company sold an aggregate of 5,000,000 shares of common stock in Biozone Laboratories, Ltd. for gross proceeds $1,500,000.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

'

Consolidation, Policy [Policy Text Block]

'

Principles of Consolidation

The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiary MusclePharm Canada Enterprises Corp (“MusclePharm Canada”). MusclePharm Canada began operations in April of 2012. All intercompany accounts and transactions between MusclePharm Corporation and MusclePharm Canada have been eliminated upon consolidation.

Use of Estimates, Policy [Policy Text Block]

'

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates.

Risks and Uncertainties [Policy Text Block]

'

Risks and Uncertainties

The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory, industry adverse publicity and other risks, including the potential risk of business failure.

Cash and Cash Equivalents, Policy [Policy Text Block]

'

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. At September 30, 2013 and December 31, 2012, respectively, the Company had no cash equivalents.

Accounts Receivable and Allowance For Doubtful Accounts [Policy Text Block]

'

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms. Prior to July 1, the accounts receivable were sent directly to the Company’s third party manufacturer and netted with any outstanding liabilities to the manufacturer.  Subsequent to July 1, the Company took over the receipt and processing of accounts receivable. The Company periodically evaluates the collectability of its accounts receivable and considers the need to establish an allowance for doubtful accounts based upon historical collection experience and specific customer information. Accordingly, the actual amounts could vary from the recorded allowances. There is also a review of customer discounts at the period end and an accrual made for discounts earned but not yet received by quarter end.

Management reserves for bad debt expense based on the aging of accounts receivable.  Bad debt expense is classified under general & administrative expense in the Consolidated Statement of Operations.

The Company does not charge interest on past due receivables. Receivables are determined to be past due based on the payment terms of the original invoices. Accounts receivable consisted of the following at September 30, 2013 and December 31, 2012:

As of

As of

September 30, 2013

December 31, 2012

Accounts receivable

$

11,833,677

$

4,416,193

Less: allowance for discounts

-750,000

-1,088,720

Less: allowance for doubtful accounts

-172,238

-25,129

Accounts receivable – net

$

10,911,439

$

3,302,344

At September 30, 2013 and December 31, 2012, the Company had the following concentrations of accounts receivable with significant customers:

Customer

As of September 30, 2013

As of December 31, 2012

A

20

%

24

%

B

16

%

6

%

C

15

%

20

%

Inventory, Policy [Policy Text Block]

'

Inventory

Inventory is valued at the lower of cost or market value. Product-related inventories are primarily maintained using the First-In First-Out method.

Prepaid Giveways [Policy Text Block]

'

Prepaid Giveaways

Prepaid giveaways represent non-inventory sample items, which are given away to aid in promotion of the brand.

Prepaid Sponsorship Fees [Policy Text Block]

'

Prepaid Sponsorship Fees

Prepaid sponsorship fees represents fees paid in connection with future advertising to be received.

Property, Plant and Equipment, Policy [Policy Text Block]

'

Property and Equipment

Property and equipment are stated at cost and depreciated to their estimated residual value over their estimated useful lives. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are relieved from the accounts and the resulting gains or losses are included in operating income in the Consolidated Statements of Operations. Repairs and maintenance costs are expensed as incurred. Depreciation is provided using the straight-line method for all property and equipment.

Website Development Cost [Policy Text Block]

'

Website Development Costs

Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated useful life of the asset.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

'

Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances, such as service discontinuance or technological obsolescence, indicate that the carrying amount of the long-lived asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If the comparison indicates that impairment is present, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the asset. During the nine months ended September 30, 2013 and 2012, the Company recorded no impairment expense.

Fair Value of Financial Instruments, Policy [Policy Text Block]

'

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements contains a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

·

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

·

Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·

Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

As of September 30, 2013

As of December 31, 2012

Assets

Debt securities (Level 2)

$

925,574

$

-

Derivative instruments – Biozone warrants (Level 2)

1,692,351

-

2,617,925

-

Liabilities

Derivative liabilities (Level 2)

$

1,895,085

$

-

The Company’s financial instruments consisted primarily of marketable securities, accounts receivable, notes receivable, accounts payable and accrued liabilities, and debt. The Company’s debt approximates fair value based upon current borrowing rates available to the Company for debt with similar maturities. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of September 30, 2013 and December 31, 2012, respectively, due to the short-term nature of these instruments.

Due to the thinly traded nature of the underlying stock of the debt securities and derivative instrument above, the Company has classified them as Level 2 inputs, and has employed a lattice pricing model for valuation purposes.  Refer to Notes 5 and 6 for further details of the valuation.

Debt Securities [Policy Text Block]

'

Debt Securities

The Company classifies its investment securities as either held-to-maturity, available-for-sale or trading. The Company’s debt securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported in shareholders’ equity under accumulated other comprehensive income (loss).  See Note 5 for further discussion of the Company’s debt securities.

Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure [Policy Text Block]

'

Revenue Recognition

The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) product has been shipped or delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured.

Depending on individual customer agreements, sales are recognized either upon shipment of products to customers or upon delivery. For all of our Canadian sales, which represent 3% of total sales, recognition occurs upon shipment.

The Company has determined that advertising related credits that are granted to customers fall within the guidance of ASC No. 605-50-55 (“Revenue Recognition” – Customer Payments and Incentives – Implementation Guidance and Illustrations). The guidance indicates that, absent evidence of benefit to the vendor, appropriate treatment requires netting these types of payments against revenues and not expensing as advertising expense.

The Company records sales allowances and discounts as a direct reduction of sales.

Sales for the three and nine months ended September 30, 2013 and 2012 were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2013

2012

2013

2012

Sales

$

31,080,225

$

20,627,691

$

84,519,744

$

58,799,563

Discounts

-5,736,257

-2,053,965

-11,134,551

-8,235,817

Sales - Net

$

25,343,968

$

18,573,726

$

73,385,193

$

50,563,746

The Company has an informal seven day right of return for products. There were nominal returns for the three and nine months ended September 30, 2013 and 2012.

For the nine months ended September 30, 2013 and 2012, the Company had the following concentrations of revenues with significant customers:

Nine Months Ended September 30,

Customer

2013

2012

A

28

%

39

%

B

9

%

8

%

C

5

%

10

%

Licensing Income and Royalty Revenue [Policy Text Block]

'

Licensing Income and Royalty Revenue

On May 5, 2011, the Company granted an exclusive indefinite license to market, manufacture, design and sell the Company’s existing apparel line. The licensee paid an initial fee of $250,000 in June 2011, and will pay the Company a 10% net royalty based on its net income at the end of each fiscal year. To date, no royalty revenue has been earned by the Company.

Cost of Sales, Policy [Policy Text Block]

'

Cost of Sales

Cost of sales represents costs directly related to the production, manufacturing and freight of the Company’s products.

Shipping and Handling Cost, Policy [Policy Text Block]

'

Shipping and Handling

Prior to March 1, 2013 MusclePharm used a manufacturer from Tennessee to ship directly to our customers.  After that date, MusclePharm took control of the shipping and began shipping products from a previously leased, 152,000 square foot distribution center in Franklin, Tennessee.

Prior to June 30, 2013, our products were transported from our manufacturer to the MusclePharm distribution center, but title did not pass from the manufacturer until loaded on the truck for shipment to the customer.   As a result, MusclePharm did not take title to our products.

On July 1, 2013, the Company terminated a distribution agreement dated November 17, 2010 with one of our key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of our products.  In connection with the termination of the agreement, the Company took control of customer order fulfillment through our Franklin, Tennessee warehouse.  The facility is operated with the Company’s equipment and employees.

The Company also uses a manufacturer in New York for the manufacture of one of the Company’s products.  These orders are typically large and heavy and are drop shipped directly to our customers at the time of order.  Costs associated with these shipments are recorded in cost of sales.

For Canadian sales, the product is shipped from our Canadian warehouse to our customers. Costs associated with the shipments are recorded in cost of sales.

Advertising Costs, Policy [Policy Text Block]

'

Advertising and Promotion Expenses

Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways.  Advertising expenses are recognized in the month that the advertising appears while costs associated with trade show events are expensed when the event occurs.  Costs related to promotional giveaways are expensed when the product is either given out at a promotional event or shipped to the customer.

A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts.  Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions.  Generally, endorsement payments are expensed straight-line over the term of the contract after giving recognition to periodic performance compliance provisions of the contract.  Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period to which the prepayment applies.

Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports (e.g. winning a championship).  The Company records expense for these payments when the endorser achieves the specific achievement.

Advertising and promotion expense for the three and nine months ended September 30, 2013 and 2012 were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2013

2012

2013

2012

Advertising

$

4,043,064

$

2,599,691

$

9,635,642

$

6,576,531

Beneficial Conversion Feature [Policy Text Block]

'

Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount.

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt.

Accounts Payable and Accrued Liabilities [Policy Text Block]

'

Accounts payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the Company’s trade payables as well as amounts estimated by management for future liability payments that relate to the current accounting period. Management reviews these estimates periodically to determine their reasonableness and fair presentation.

Debt, Policy [Policy Text Block]

'

Debt

The Company defines short term debt as any debt payment due less than one year from the date of the financial statements. Long term debt is defined as any debt payment due more than one year from the date of the financial statements. Refer to Note 7 for further disclosure of debt liabilities.

Derivatives, Policy [Policy Text Block]

'

Derivative Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in equity instruments and warrants granted, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes or lattice option-valuation models. In assessing the convertible equity instruments, management determines if the convertible equity instrument is conventional convertible equity and further if the beneficial conversion feature requires separate measurement.

Once derivative instruments are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using a Black-Scholes or lattice option-pricing model. Once a derivative liability ceases to exist any remaining fair value is reclassified to additional paid-in capital if redeemed or through earnings if forfeited or expired.

Deferred Equity Costs Policy [Policy Text Block]

'

Deferred Equity Costs

The Company may pay costs related to the underwriting and offering of equity securities. These costs are treated as a reduction to equity capital raised and recorded in equity when the share issuances are recorded. Until the shares are recorded or until offering is aborted, these costs will be held on the balance sheet as a deferred asset.

Debt Issue Costs and Debt Discount [Policy Text Block]

'

Debt Issue Costs and Debt Discount

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Original Issue Discount [Policy Text Block]

'

Original Issue Discount

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount and additional paid-in capital at an amount not to exceed gross proceeds raised, reducing the face amount of the debt, and is amortized to interest expense over the life of the debt.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

'

Share-Based Payments

Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.

Earnings Per Share, Policy [Policy Text Block]

'

Earnings (loss) Per Share

Net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

The Company uses an “if converted” method to determine whether there is a dilutive effect of outstanding option and warrant contracts. For the three months and nine months ended September 30, 2013 and 2012 the Company reflected net loss and a dilutive net loss, respectively, and the effect of considering any common stock equivalents would have been anti-dilutive for these periods. Therefore, separate computation of diluted earnings (loss) per share is not presented.

The Company has the following common stock equivalents for the nine months ended September 30, 2013 and 2012, respectively:

Nine Months Ended September 30,

2013

2012

Stock options (exercise price - $425/share)

472

1,847

Warrants (exercise price $4 – $1,275/share)

288,089

4,990

Convertible debt (exercise price $17/share)

-

2,471

Total common stock equivalents

288,561

9,308

In the above table, some of the outstanding instruments from 2013 and 2012 contain ratchet provisions that would cause variability in the exercise price at the balance sheet date. As a result, common stock equivalents could change at each reporting period.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

'

Foreign Currency

MusclePharm began operations in Canada in April of 2012. The Canadian Dollar was determined to be the functional currency as the majority of the transactions related to the day to day operations of the business are exchanged in Canadian Dollars. At the end of the period, the financial results of the Canadian operation are translated into United States Dollars, which is our reporting currency, and added to the U.S. operations for consolidated company financial results. The revenue and expense items are translated using the average rate for the period and the assets and liabilities at the end of period rate. Transactions that have completed the accounting cycle and resulted in a gain or loss related to translation are recorded in realized gain or loss due to foreign currency translation under other income expense on the income statement. Transactions that have not completed their accounting cycle but appear to have gain or loss due to the translation process are recorded as unrealized gain or loss due to translation and held in the equity section on the balance sheet until such date the accounting cycle of the transaction is complete and the actual realized gain or loss is recognized.

Reclassification, Policy [Policy Text Block]

'

Reclassification

The Company has reclassified certain prior period amounts to conform to the current period presentation. These reclassifications had no effect on the financial position, results of operations or cash flows for the periods presented.

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]	'
Schedule Of Accounts Receivable [Table Text Block]	'
	The Company does not charge interest on past due receivables. Receivables are determined to be past due based on the payment terms of the original invoices. Accounts receivable consisted of the following at September 30, 2013 and December 31, 2012:
		As of			As of
		September 30, 2013			December 31, 2012
	Accounts receivable	$	11,833,677		$	4,416,193
	Less: allowance for discounts		-750,000			-1,088,720
	Less: allowance for doubtful accounts		-172,238			-25,129
	Accounts receivable – net	$	10,911,439		$	3,302,344
Concentration Percentage Of Accounts Receivable With Customer [Table Text Block]	'
	At September 30, 2013 and December 31, 2012, the Company had the following concentrations of accounts receivable with significant customers:
	Customer	As of September 30, 2013				As of December 31, 2012
	A		20	%			24	%
	B		16	%			6	%
	C		15	%			20	%
Schedule of Derivative Liabilities at Fair Value [Table Text Block]	'
	The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):
		As of September 30, 2013			As of December 31, 2012
	Assets
	Debt securities (Level 2)	$	925,574		$	-
	Derivative instruments – Biozone warrants (Level 2)		1,692,351			-
			2,617,925			-
	Liabilities
	Derivative liabilities (Level 2)	$	1,895,085		$	-
Schedule Of Sales [Table Text Block]	'
	Sales for the three and nine months ended September 30, 2013 and 2012 were as follows:
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
	Sales	$	31,080,225		$	20,627,691		$	84,519,744	$	58,799,563
	Discounts		-5,736,257			-2,053,965			-11,134,551		-8,235,817
	Sales - Net	$	25,343,968		$	18,573,726		$	73,385,193	$	50,563,746
Schedule Of Concentrations Of Revenues With Customers [Table Text Block]	'
	For the nine months ended September 30, 2013 and 2012, the Company had the following concentrations of revenues with significant customers:
		Nine Months Ended September 30,
	Customer	2013				2012
	A		28	%			39	%
	B		9	%			8	%
	C		5	%			10	%
Schedule Of Advertising Expense [Table Text Block]	'
	A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts.  Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions.  Generally, endorsement payments are expensed straight-line over the term of the contract after giving recognition to periodic performance compliance provisions of the contract.  Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period to which the prepayment applies.
	Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports (e.g. winning a championship).  The Company records expense for these payments when the endorser achieves the specific achievement.
	Advertising and promotion expense for the three and nine months ended September 30, 2013 and 2012 were as follows:
		Three Months Ended September 30,						Nine Months Ended September 30,
		2013			2012			2013		2012
	Advertising	$	4,043,064		$	2,599,691		$	9,635,642	$	6,576,531
Schedule Of Common Stock Equivalents [Table Text Block]	'
	The Company has the following common stock equivalents for the nine months ended September 30, 2013 and 2012, respectively:
		Nine Months Ended September 30,
		2013			2012
	Stock options (exercise price - $425/share)		472			1,847
	Warrants (exercise price $4 – $1,275/share)		288,089			4,990
	Convertible debt (exercise price $17/share)		-			2,471
	Total common stock equivalents		288,561			9,308

Property_and_Equipment_Tables

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2013
Property, Plant and Equipment [Abstract]	'
Property, Plant and Equipment [Table Text Block]	'
	Property and equipment consisted of the following at September 30, 2013 and December 31, 2012:
		As of September 30, 2013		As of December 31, 2012		Estimated Useful Life
	Furniture, fixtures and gym equipment	$	1,666,922	$	1,323,998	From 36 to 60 months
	Leasehold improvements		752,968		563,204	From 20 to 66 months
	Vehicles		391,365		100,584	5 years
	Displays		32,057		32,057	5 years
	Website		11,462		11,462	3 years
	Total		2,854,774		2,031,305
	Less: Accumulated depreciation and amortization		-1,185,830		-674,941
		$	1,668,944	$	1,356,364

Inventory_Tables

Inventory (Tables)	9 Months Ended
	Sep. 30, 2013
Inventory Disclosure [Abstract]	'
Schedule of Inventory, Current [Table Text Block]	'
	Inventory consisted of the following at September 30, 2013 and December 31, 2012:
		As of September 30, 2013	As of December 31, 2012
	Product Inventory	9,633,164	257,975

Debt_Securities_Tables

Debt Securities (Tables)	9 Months Ended
	Sep. 30, 2013
Investments, Debt and Equity Securities [Abstract]	'
Marketable Securities [Table Text Block]	'
	The following table summarizes the Company’s marketable securities activity for the nine months ended September 30, 2013:
		Convertible
		Note
	FV of debt security on 8/26/13	$	1,955,462
	Premium on purchase date		44,538
	Discount for value of derivative instrument		-1,248,292
	Accretion of net discount		115,428
	Unrealized gain in OCI		58,438
	Balance – September 30, 2013	$	925,574

Derivative_Instrument_Tables

Derivative Instrument (Tables)	9 Months Ended
	Sep. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'
Schedule of Derivative Assets at Fair Value [Table Text Block]	'
	The following table summarizes the Company’s derivative asset activity for the nine months ended September 30, 2013:
	Balance – December 31, 2012	$	-
	Purchases		1,248,292
	Sales		-
	Realized gain (loss)		-
	Unrealized gain (loss)		444,059
	Balance – September 30, 2013	$	1,692,351

Debt_Tables

Debt (Tables)	9 Months Ended
	Sep. 30, 2013
Debt Disclosure [Abstract]	'
Schedule Of Long Term Debt [Table Text Block]	'
	At September 30, 2013 and December 31, 2012, debt consists of the following:
			As of September 30, 2013			As of December 31, 2012
	Auto loan - secured		$	5,856			15,380
	Unsecured debt			64,600			4,452,183
	Less: debt discount			-			-
	Unsecured debt - net			64,600			4,452,183
	Total debt			70,456			4,467,563
	Less: current portion			-70,456			-4,463,040
	Long term debt		$	-		$	4,523
Schedule Of Future Annual Principal Payments Of Debt [Table Text Block]	'
	Future annual principal payments for the above debt are as follows:
	Years Ending December 31,
	2013 (3 months)		$	66,967
	2014			3,489
	Total annual principal payments		$	70,456
Schedule Of Secured Debt Terms And Activity [Table Text Block]	'
	During the year ended December 31, 2012, the Company issued convertible debt totaling $519,950. The convertible debt includes the following terms:
				Year Ended
				December 31, 2012
				Amount of
				Principal Raised
	Interest Rate				8% - 10%
	Default interest rate				0% - 20%
	Maturity				January 3, 2012 to October 11, 2014
	Conversion terms 1	62% of lowest trade price for the last 7 trading days			100,000
	Conversion terms 2	65% of the lowest trade price in the 30 trading days previous to the conversion			19,950
	Conversion terms 3	35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.			400,000
				$	519,950
Schedule Of Unsecured Debt Activity and Terms [Table Text Block]	'
	Unsecured debt consisted of the following activity and terms:
	Balance - December 31, 2012		$	4,452,183
	Repayments			-4,387,583
	Balance – September 30, 2013		$	64,600
Schedule Of Auto Loan Activity and Terms [Table Text Block]	'
	Vehicle loan debt consisted of the following activity and terms:
						Interest Rate			Maturity
	Balance - December 31, 2012		$	15,380			6.99	%	26 payments of $1,008
	Repayments			-9,524
	Balance – September 30, 2013		$	5,856
Schedule Of Debt Issue Costs [Table Text Block]	'
	The following is a summary of the Company’s debt issue costs for the nine months ended September 30, 2013 and year ended December 31, 2012 as follows:
			2013			2012
	Debt issue costs		$	335,433		$	851,923
	Accumulated amortization of debt issue costs			-335,433			-516,490
	Debt issue costs – net		$	-		$	335,433

Derivative_Liabilities_Tables

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]	'
Schedule Of Fair Value Of Derivative Instruments Conversion Feature [Table Text Block]	'
	The fair value of the conversion feature is summarized as follows:
	Derivative liability - December 31, 2012	$	-
	Fair value at the commitment date for equity instruments		8,175,459
	Fair value at the commitment date for warrants issued		96,913
	Fair value mark to market adjustment for equity instruments		5,408,089
	Fair value mark to market adjustment for warrants		58,453
	Conversion instruments exercised or settled		-11,843,829
	Derivative liability – September 30, 2013	$	1,895,085
Schedule Of Derivative Liabilities Fair Value Assumptions At Commitment and Re-Measurement Date [Table Text Block]	'
	The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions:
		Commitment Date			Re-measurement Date
	Expected dividends		0	%		0	%
	Expected volatility		118% - 123	%		72	%
	Expected term:		1 year			1 year
	Risk free interest rate		0.14% - 0.15	%		0.1	%

Stockholders_Equity_Tables

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2013
Stockholders' Equity Note [Abstract]	'
Schedule of Stockholders Equity [Table Text Block]	'
	During the nine months ended September 30, 2013, the Company issued the following common stock:
	Transaction Type		Quantity			Valuation			Range of Value
			(#)			($)			per Share
									($)
	Conversion of Series D preferred stock to common stock			2,712,000			11,688,642			2.80 – 7.54
	Cash and warrants			1,191,332			10,559,332			8.26 – 10.50
	Executive/Board of Director compensation			71,664			302,379			3.48 – 6.00
	Stock issued for services and to settle liabilities			2,162,511			19,796,250			4.02 – 12.99
	Total			6,137,507			42,346,603			2.80 – 12.99
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	'
	The Company applied fair value accounting for all shares based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-valuation model. The Black-Scholes assumptions used when the options were issued in the year ended December 31, 2010 are as follows:
	Exercise price	$	425
	Expected dividends		0	%
	Expected volatility		74.8	%
	Risk fee interest rate		1.4	%
	Expected life of option		5 years
	Expected forfeiture		0	%
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]	'
	The following is a summary of the Company’s stock option activity:
			Options			Weighted Average			Weighted Average			Aggregate Intrinsic
						Exercise Price			Remaining			Value
									Contractual Life
	Balance – December 31, 2012			1,847		$	425			2.25 years			-
	Granted			-
	Exercised			-
	Forfeited/Cancelled			-1,375		$	425
	Balance – September 30, 2013 – outstanding			472		$	425			1.50 years			-
	Balance – September 30, 2013 – exercisable			472		$	425			1.50 years			-
	Outstanding options held by related parties – 2013			-
	Exercisable options held by related parties – 2013			-
Schedule Of Warrants Activity [Table Text Block]	'
	A summary of warrant activity for the Company for the nine months ended September 30, 2013 is as follows:
			Number of Warrants			Weighted Average Exercise Price
	Outstanding – December 31, 2012			89		$	1,275
	Granted			3,040,000			4.09
	Exercised/settled			-2,752,000			4.09
	Balance as September 30, 2013			288,089		$	4.39
	Warrants Outstanding												Warrants Exercisable
	Range of			Number			Weighted Average			Weighted Average			Number		Weighted		Intrinsic Value
	Exercise Prices			Outstanding			Remaining			Exercise Price			Exercisable		Average
							Contractual Life (in								Exercise Price
							years)
	$4 - $1,275				288,089			1		$	4.39			288,089	$	4.39		1,726,845

Committments_Contingencies_and

Committments, Contingencies and Other Matters (Tables)	9 Months Ended
	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]	'
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]	'
	Future minimum annual lease payments for the above leases are approximately as follows:
	Years Ending December 31,
	2013 (3 months)	$	130,987
	2014		569,618
	2015		391,069
	2016		79,860
	2017		19,965
	Total minimum lease payments	$	1,191,499
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]	'
	Future minimum lease payments are as follows:
	Years Ending December 31,
	2013 (3 months)	$	1,231
	2014		4,923
	2015		4,923
	2016		3,282
	Total minimum lease payments	$	14,359

Summary_of_Significant_Account3

Summary of Significant Accounting Policies (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Accounts receivable	$11,833,677	$4,416,193
Less: allowance for discounts	-750,000	-1,088,720
Less: allowance for doubtful accounts	-172,238	-25,129
Accounts receivable - net	$10,911,439	$3,302,344

Summary_of_Significant_Account4

Summary of Significant Accounting Policies (Details 1)	Sep. 30, 2013	Dec. 31, 2012
Customer A [Member]	'	'
Concentration Percentage Of Accounts Receivable With Customers	20.00%	24.00%
Customer B [Member]	'	'
Concentration Percentage Of Accounts Receivable With Customers	16.00%	6.00%
Customer C [Member]	'	'
Concentration Percentage Of Accounts Receivable With Customers	15.00%	20.00%

Summary_of_Significant_Account5

Summary of Significant Accounting Policies (Details 2) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Assets	'	'
Debt securities (Level 2)	$925,574	$0
Derivative instruments - Biozone warrants (Level 2)	1,692,351	0
Assets, Fair Value Disclosure, Total	2,617,925	0
Liabilities	'	'
Derivative liabilities (Level 2)	1,895,085	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]	'	'
Assets	'	'
Derivative instruments - Biozone warrants (Level 2)	1,692,351	0
Liabilities	'	'
Derivative liabilities (Level 2)	$1,895,085	$0

Summary_of_Significant_Account6

Summary of Significant Accounting Policies (Details 3) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Sales	$31,080,225	$20,627,691	$84,519,744	$58,799,563
Discounts	-5,736,257	-2,053,965	-11,134,551	-8,235,817
Sales - Net	$25,343,968	$18,573,726	$73,385,193	$50,563,746

Summary_of_Significant_Account7

Summary of Significant Accounting Policies (Details 4)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Customer A [Member]	'	'
Concentration percentage of revenue with customers	28.00%	39.00%
Customer B [Member]	'	'
Concentration percentage of revenue with customers	9.00%	8.00%
Customer C [Member]	'	'
Concentration percentage of revenue with customers	5.00%	10.00%

Summary_of_Significant_Account8

Summary of Significant Accounting Policies (Details 5) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Advertising	$4,043,064	$2,599,691	$9,635,642	$6,576,531

Summary_of_Significant_Account9

Summary of Significant Accounting Policies (Details 6)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Total common stock equivalents	288,561	9,308
Employee Stock Option [Member]	'	'
Total common stock equivalents	472	1,847
Warrant [Member]	'	'
Total common stock equivalents	288,089	4,990
Convertible Debt [Member]	'	'
Total common stock equivalents	0	2,471

Recovered_Sheet1

Summary of Significant Accounting Policies (Details Textual) (USD $)	1 Months Ended	9 Months Ended
	Jun. 30, 2011	Sep. 30, 2013	Sep. 30, 2012
Shipping and Handling Description	'	'Prior to March 1, 2013 MusclePharm used a manufacturer from Tennessee to ship directly to our customers. After that date, MusclePharm took control of the shipping and began shipping products from a previously leased, 152,000 square foot distribution center in Franklin, Tennessee.	'
Percentage Of Royalty Based Net Income	10.00%	'	'
License Costs	$250,000	'	'
Stock Option Exercised Price Per Share (in dollars per share)	'	$425	$425
Minimum Warrants Exercised Price Per Share (in dollars per share)	'	$4	$4
Maximum Warrants Exercised Price Per Share (in dollars per share)	'	$1,275	$1,275
Maximum Convertible Debt Exercised Price Per Share (in dollars per share)	'	$17	$17

Property_and_Equipment_Details

Property and Equipment (Details) (USD $)	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Furniture, fixtures and gym equipment	$1,666,922	$1,323,998
Leasehold improvements	752,968	563,204
Total	2,854,774	2,031,305
Less: Accumulated depreciation and amortization	-1,185,830	-674,941
Property, Plant and Equipment, Net	1,668,944	1,356,364
Furniture and Fixtures [Member]	'	'
Estimated Useful Life	'From 36 to 60 months	'
Leasehold Improvements [Member]	'	'
Estimated Useful Life	'From 20 to 66 months	'
Vehicles [Member]	'	'
Property, Plant and Equipment, Other, Gross	391,365	100,584
Property, Plant and Equipment, Useful Life (in years)	'5 years	'
Displays [Member]	'	'
Property, Plant and Equipment, Other, Gross	32,057	32,057
Property, Plant and Equipment, Useful Life (in years)	'5 years	'
Website [Member]	'	'
Property, Plant and Equipment, Other, Gross	$11,462	$11,462
Property, Plant and Equipment, Useful Life (in years)	'3 years	'

Inventory_Details

Inventory (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Product Inventory	$9,633,164	$257,975

Inventory_Details_Textual

Inventory (Details Textual) (USD $)	Sep. 30, 2013
Other Inventory, Purchased Goods, Gross	$4,664,421

Debt_Securities_Details

Debt Securities (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Balance - September 30, 2013	$925,574	'	$925,574	'	$0
Accretion of net discount	115,429	0	115,429	0	'
Convertible Debt [Member]	'	'	'	'	'
Balance - September 30, 2013	1,955,462	'	1,955,462	'	'
Premium on purchase date	'	'	44,538	'	'
Discount For Value Of Derivative Instrument	'	'	-1,248,292	'	'
Accretion of net discount	'	'	115,428	'	'
Unrealized gain in OCI	'	'	58,438	'	'
Balance - September 30, 2013	$925,574	'	$925,574	'	'

Debt_Securities_Details_Textua

Debt Securities (Details Textual) (USD $)	12 Months Ended				1 Months Ended	9 Months Ended
	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013	Aug. 26, 2013	Aug. 31, 2013	Sep. 30, 2013	Aug. 26, 2013
			Biozone Pharmaceuticals [Member]	Biozone Pharmaceuticals [Member]	Biozone Pharmaceuticals [Member]	Biozone Pharmaceuticals [Member]	Biozone Pharmaceuticals [Member]
					secured convertible promissory note [Member]	secured convertible promissory note [Member]	secured convertible promissory note [Member]
Notes, Loans and Financing Receivable, Net, Current, Total	'	'	'	'	'	'	$2,000,000
Debt Instrument, Interest Rate, Stated Percentage	'	'	'	'	'	'	10.00%
Debt Conversion, Converted Instrument, Shares Issued	519,950	'	'	'	10,000,000	10,000,000	'
Debt Instrument, Convertible, Conversion Price	'	'	'	'	'	'	$0.20
Equity Method Investment, Ownership Percentage	'	'	4.99%	4.99%	'	'	'
Note Discount Not Yet Accreted	'	$1,132,863	'	'	'	'	'

Derivative_Instrument_Details

Derivative Instrument (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Balance - December 31, 2012	$0
Purchases	1,248,292
Sales	0
Realized gain (loss)	0
Unrealized gain (loss)	444,059
Balance - September 30, 2013	$1,692,351

Derivative_Instrument_Details_

Derivative Instrument (Details Textual) (USD $)	9 Months Ended	12 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Aug. 26, 2013	Aug. 31, 2013	Sep. 30, 2013
			Biozone Pharmaceuticals [Member]	Biozone Pharmaceuticals [Member]	Biozone Pharmaceuticals [Member]	Biozone Pharmaceuticals [Member]
					secured convertible promissory note [Member]	secured convertible promissory note [Member]
Debt Conversion, Converted Instrument, Shares Issued	'	519,950	'	'	10,000,000	10,000,000
Investment Warrants, Exercise Price	'	'	$0.40	'	'	'
Warrants Expiration Term	'10 years	'	'	'	'	'
Payments to Acquire Trading Securities Held-for-investment	$1,248,292	'	'	'	'	'
Equity Method Investment, Ownership Percentage	'	'	4.99%	4.99%	'	'
Fair Value Assumptions, Weighted Average Volatility Rate	70.00%	'	'	'	'	'

Debt_Details

Debt (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Auto loan - secured	$5,856	$15,380
Unsecured debt	64,600	4,452,183
Less: debt discount	0	0
Unsecured debt - net	64,600	4,452,183
Total debt	70,456	4,467,563
Less: current portion	-70,456	-4,463,040
Long term debt	$0	$4,523

Debt_Details_1

Debt (Details 1) (USD $)	Sep. 30, 2013
2013 (3 months)	$66,967
2014	3,489
Total annual principal payments	$70,456

Debt_Details_2

Debt (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012
Maturity	'January 3, 2012 to October 11, 2014
Proceeds from Convertible Debt	$519,950
Conversion Terms One [Member]	'
Proceeds from Convertible Debt	100,000
Description Of Convertible Debt Secured Derivative Liabilities	'62% of lowest trade price for the last 7 trading days
Conversion Terms Two [Member]	'
Proceeds from Convertible Debt	19,950
Description Of Convertible Debt Secured Derivative Liabilities	'65% of the lowest trade price in the 30 trading days previous to the conversion
Conversion Terms Three [Member]	'
Proceeds from Convertible Debt	$400,000
Description Of Convertible Debt Secured Derivative Liabilities	'35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.
Maximum [Member]	'
Interest Rate	10.00%
Default interest rate	20.00%
Minimum [Member]	'
Interest Rate	8.00%
Default interest rate	0.00%

Debt_Details_3

Debt (Details 3) (USD $)	9 Months Ended
	Sep. 30, 2013
Balance - December 31, 2012	$4,452,183
Repayments	-4,387,583
Balance - September 30, 2013	$64,600

Debt_Details_4

Debt (Details 4) (USD $)	12 Months Ended		9 Months Ended
	Dec. 31, 2012	Sep. 30, 2013	Sep. 30, 2013
			Vehicle Loan [Member]
Balance - December 31, 2012	'	$5,856	$15,380
Repayments	'	'	-9,524
Balance - September 30, 2013	$15,380	$5,856	$5,856
Interest Rate	'	'	6.99%
Maturity	'January 3, 2012 to October 11, 2014	'	'26 payments of $1,008

Debt_Details_5

Debt (Details 5) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Debt issue costs	$335,433	$851,923
Accumulated amortization of debt issue costs	-335,433	-516,490
Debt issue costs - net	$0	$335,433

Debt_Details_Textual

Debt (Details Textual) (USD $)	9 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Debt Default, Short-term Debt, Amount	$64,600	'	$64,600
Debt Conversion, Converted Instrument, Shares Issued (in shares)	'	'	519,950
Debt issue costs	0	166,950	'
Amortization of debt issue costs	335,433	286,523	'
Warrants Purchase Common Stock	'	'	22,633
Warrants issued in conjunction with debt issue costs	'	'	$427,759

Derivative_Liabilities_Details

Derivative Liabilities (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Derivative liability - December 31, 2012	$0
Fair value at the commitment date for equity instruments	8,175,459
Fair value at the commitment date for warrants issued	96,913
Fair value mark to market adjustment for equity instruments	5,408,089
Fair value mark to market adjustment for warrants	58,453
Conversion instruments exercised or settled	-11,843,829
Derivative liability - September 30, 2013	$1,895,085

Derivative_Liabilities_Details1

Derivative Liabilities (Details 1)	9 Months Ended
	Sep. 30, 2013
Commitment Date [Member]	'
Expected dividends	0.00%
Expected term:	'1 year
Commitment Date [Member] | Maximum [Member]	'
Expected volatility	123.00%
Risk free interest rate	0.15%
Commitment Date [Member] | Minimum [Member]	'
Expected volatility	118.00%
Risk free interest rate	0.14%
Re Measurement Date [Member]	'
Expected dividends	0.00%
Expected volatility	72.00%
Expected term:	'1 year
Risk free interest rate	0.10%

Derivative_Liabilities_Details2

Derivative Liabilities (Details Textual) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivative expense	$0	$1,922,763	$96,913	$4,409,214

Restricted_Stock_Details_Textu

Restricted Stock (Details Textual) (USD $)	9 Months Ended			1 Months Ended	9 Months Ended	1 Months Ended		1 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Nov. 30, 2012	Sep. 30, 2013	Nov. 30, 2012	Sep. 30, 2013	Jun. 30, 2013	Jun. 30, 2013	Sep. 30, 2013
		December 31, 2013 [Member]	December 31, 2015 [Member]	Chief Operating Officer [Member]	Chief Operating Officer [Member]	Chief Financial Officer [Member]	Chief Financial Officer [Member]	key employees officers and directors [Member]	key employees officers and directors [Member]	key employees officers and directors [Member]
		Subsequent Event [Member]	Subsequent Event [Member]						Restricted Stock [Member]	Restricted Stock [Member]
Stock Issued During Period, Shares, Issued For Services (in shares)	2,162,511	'	'	70,589	'	58,824	'	'	'	'
Stock Issued During Period, Value, Issued For Services	$19,796,250	'	'	$245,400	'	$204,500	'	'	'	'
Shares Vesting In Next Twelve Months Number	'	'	'	'	23,529	'	19,608	'	'	'
Shares Vesting In Year One Number	'	'	'	'	23,530	'	19,608	'	'	'
Shares Vesting In Year Two Number	'	'	'	'	0	'	19,608	'	'	'
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	'	'	'	'	23,529	'	'	'	'	'
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized	15,066,634	'	'	'	102,418	'	85,348	'	'	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	'	'	'	'	'	'	'	'	1,550,000	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	'	'	'	'	'	'	'	'	1,500,200	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	'	'	'	'	'	'	'	'	16,517,202	'
Stock Issued During Period, Value, Restricted Stock Award, Gross	'	'	'	'	'	'	'	17,065,500	'	'
Restricted stock agreement grant vesting percentage	'	17.00%	83.00%	'	'	'	'	'	'	'
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares	'	'	'	'	'	'	'	'	'	2,500
Share-based Compensation, Total	$1,588,068	'	'	'	'	'	'	'	'	'

Stockholders_Equity_Details

Stockholders' Equity (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Conversion of Series D preferred stock to common stock, Quantity	2,712,000
Cash and warrants, Quantity	1,191,332
Executive/Board of Director compensation, Quantity	71,664
Stock issued for services and to settle liabilities, Quantity	2,162,511
Total, Quantity	6,137,507
Conversion of Series D Preferred Stock to common stock, Valuation	$11,688,642
Cash and warrants, Valuation	10,559,332
Executive/Board of Director compensation, Valuation	302,379
Stock issued for services and to settle liabilities, Valuation	19,796,250
Total, Valuation	$42,346,603
Minimum [Member]	'
Conversion of Series D Preferred Stock to common stock, Range of Value per share	$2.80
Cash and warrants, Range of Value per share	$8.26
Executive/Board of Director compensation, Range of Value per share	$3.48
Stock issued for services and to settle liabilities, Range of Value per Share	$4.02
Total, Range of Value per Share	$2.80
Maximum [Member]	'
Conversion of Series D Preferred Stock to common stock, Range of Value per share	$7.54
Cash and warrants, Range of Value per share	$10.50
Executive/Board of Director compensation, Range of Value per share	$6
Stock issued for services and to settle liabilities, Range of Value per Share	$12.99
Total, Range of Value per Share	$12.99

Stockholders_Equity_Details_1

Stockholders' Equity (Details 1) (USD $)	9 Months Ended
	Sep. 30, 2013
Exercise price	$425
Expected dividends	0.00%
Expected volatility	74.80%
Risk fee interest rate	1.40%
Expected life of option	'5 years
Expected forfeiture	0.00%

Stockholders_Equity_Details_2

Stockholders' Equity (Details 2) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Options Balance (in shares)	1,847	'
Options Granted (in shares)	0	'
Options Exercised (in shares)	0	'
Options Forfeited/Cancelled (in shares)	-1,375	'
Options Balance, outstanding (in shares)	472	1,847
Options exercisable, (in shares)	472	'
Outstanding options held by related parties	0	'
Exercisable options held by related parties	0	'
Weighted Average Exercise Price Balance (in dollars per share)	$425	'
Weighted Average Exercise Price Forfeited/Cancelled (in dollars per share)	$425	'
Weighted Average Exercise Price Balance, outstanding (in dollars per share)	$425	$425
Weighted Average Exercise Price exercisable (in dollars per share)	$425	'
Balance, Weighted Average Remaining Contractual Life	'1 year 6 months	'2 years 3 months
Weighted Average Remaining Contractual Life exercisable (years)	'1 year 6 months	'
Aggregate Intrinsic Value, Balance	$0	$0
Aggregate Intrinsic Value exercisable	0	'
Aggregate Intrinsic Value, Balance, Outstanding	$0	'

Stockholders_Equity_Details_3

Stockholders' Equity (Details 3) (USD $)	Dec. 31, 2012	Dec. 31, 2012	Sep. 30, 2013
	Minimum [Member]	Maximum [Member]	Warrant [Member]
Number of Warrants, Outstanding Balance (in shares)	'	'	89
Number of Warrants, Granted (in shares)	'	'	3,040,000
Number of Warrants, Exercised/settled (in shares)	'	'	-2,752,000
Number of Warrants, Outstanding Balance (in shares)	'	'	288,089
Weighted Average Exercise Price, Balance (in dollars per share)	$4	$1,275	$1,275
Weighted Average Exercise Price, Granted (in dollars per share)	'	'	$4.09
Weighted Average Exercise Price, Exercised/settled (in dollars per share)	'	'	$4.09
Weighted Average Exercise Price, Balance (in dollars per share)	$4	$1,275	$4.39
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years)	'	'	'1 year
Warrants Exercisable, Numbers Exercisable (in shares)	'	'	288,089
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share)	'	'	$4.39
Warrants Exercisable, Intrinsic Value	'	'	$1,726,845
Warrant Outstanding Weighted Average Exercise Price	'	'	$4.39
Warrant Outsatnding Number Oustanding	'	'	288,089

Stockholders_Equity_Details_Te

Stockholders' Equity (Details Textual) (USD $)

1 Months Ended

9 Months Ended

3 Months Ended

9 Months Ended

1 Months Ended

1 Months Ended

1 Months Ended

9 Months Ended

Feb. 04, 2013

Nov. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Nov. 30, 2012

Sep. 30, 2013

Dec. 31, 2012

Aug. 31, 2011

Sep. 30, 2013

Dec. 31, 2012

Aug. 01, 2011

Oct. 24, 2013

Oct. 31, 2011

Sep. 30, 2013

Dec. 31, 2012

Sep. 30, 2013

Jan. 31, 2013

Dec. 31, 2012

Grq [Member]

Melechdavid [Member]

Commitment Date [Member]

Re Measurement Date [Member]

Series A Convertible Preferred Stock [Member]

Series A Convertible Preferred Stock [Member]

Series A Convertible Preferred Stock [Member]

Series B Preferred Stock [Member]

Series B Preferred Stock [Member]

Series B Preferred Stock [Member]

Series B Preferred Stock [Member]

Series C Convertible Preferred Stock [Member]

Series C Convertible Preferred Stock [Member]

Series C Convertible Preferred Stock [Member]

Series C Convertible Preferred Stock [Member]

Series D Convertible Preferred Stock [Member]

Series D Convertible Preferred Stock [Member]

Series D Convertible Preferred Stock [Member]

Description Of Class Of Stock Provision

'

'

'

'

'

'

'

'

'This class of stock has the following provisions: Non-voting, No rights to dividends, No liquidation value, and Convertible into 200 shares of common stock.

'

'

'This class of stock has the following provisions: ⋅ Voting rights entitling the holders to an aggregate 51% voting control, ⋅ No rights to dividends, ⋅ Stated value of $0.001 per share, ⋅ Liquidation rights entitle the receipt of net assets on a pro-rata basis with the holders of our common stock, and ⋅ Non-convertible.

'

'

'

'

'This class of stock has the following provisions: ⋅ Stated Value - $1,000 per share, ⋅ Non-voting, ⋅ Liquidation rights entitle an amount equal to the stated value, plus any accrued and unpaid dividends, ⋅ As long as any Series C, Convertible Preferred Stock is outstanding, the Company is prohibited from executing various corporate actions without the majority consent of the holders of Series C, Convertible Preferred Stockholders authorization; and ⋅ Convertible at the higher of (a) $0.01 or (b) such price that is a 50% discount to market using the average of the low two closing bid prices, five days preceding conversion.

'

'

'The shares of Series D have the following provisions: ⋅ Voting rights based on number of common shares of conversion option; ⋅ Initially no rights to dividends; ⋅ Liquidation rights entitle an amount equal to the stated value, plus any accrued and unpaid dividends; and ⋅ Convertible into 2 shares of common stock, subject to adjustment.

'

'

Stockholders' Equity, Reverse Stock Split

'

'On November 26, 2012, the Company (i) effected a 1-for-850 reverse stock split of our common stock, including a proportionate reduction in the number of authorized shares of our common stock from 2.36 billion shares to 2.8 million shares of common stock, and (ii) amended our articles of incorporation to increase the number of authorized shares of common stock (post reverse stock split) from 2,941,177 to 100 million effective November 27, 2012.

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Stock issued to settle accounts payable and due to factor

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$190,000

'

'

'

'

'

Stock Issued During Period Shares New Issues For Cash

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

100

'

'

'

'

'

Stock Issued During Period Value New Issues For Cash

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

100,000

'

'

'

'

'

Stock Issued During Period Price Per Share For Cash

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$1,000

'

'

'

'

'

Stock Issued During Period Shares New Issues For Services

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

90,000

90

'

'

'

'

'

Stock Issued During Period Value New Issues For Services

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

90,000

'

'

'

'

'

Stock Issued During Period Price Per Share For Services

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$1,000

'

'

'

'

'

Conversion to common stock

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

190

'

'

'

'

'

Stock Issued During Period Shares Conversion Of Convertible Securities Price Per Share

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

$0.01

'

'

'

'

'

Stock Issued During Period Shares Conversion Of Convertible Securities Loss

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

614,984

'

'

'

'

'

Derivative expense

'

'

'

'

'

'

293

175

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Common Shares Issuable Upon Conversion Of Warrants (in shares)

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

3,000,000

'

'

Conversion Of Warrants To Purchase Shares

'

'

1,500,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Stock Repurchased During Period, Shares

'

'

18,825

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Stock Repurchased During Period, Value

'

'

260,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Payments for Repurchase of Common Stock

'

'

103,537

460,978

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Stock Repurchased During Period Per Share

'

'

$5.50

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Preferred stock, shares authorized

'

'

'

'

'

'

'

'

'

5,000,000

5,000,000

'

0

51

51

'

'

500

500

1,600,000

1,600,000

1,600,000

Number Of Shares Sold Under Subscription Agreement

1,500,000

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Gain Loss On Repurchase Of Common Stock

'

'

156,463

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Proceeds from Issuance of Preferred Stock and Preference Stock

'

'

12,000,000

0

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Stock Issued During Period, Shares, New Issues

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

190

'

'

'

'

'

Date Of Agreement

'

'

'

'

19-Jul-12

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

General and Administrative Expense

'

'

'

'

$423,261

$7,015,076

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

'

Committments_Contingencies_and1

Committments, Contingencies and Other Matters (Details) (USD $)	Sep. 30, 2013
Years Ending Dec. 31	'
2013 (3 months)	$130,987
2014	569,618
2015	391,069
2016	79,860
2017	19,965
Total minimum lease payments	$1,191,499

Commitments_Contingencies_and_1

Commitments, Contingencies and Other Matters (Details 1) (USD $)	Sep. 30, 2013
Years Ending December 31	'
2013 (3 months)	$1,231
2014	4,923
2015	4,923
2016	3,282
Total minimum lease payments	$14,359

Committments_Contingencies_and2

Committments, Contingencies and Other Matters (Details Textual) (USD $)	1 Months Ended	9 Months Ended
	Aug. 31, 2013	Sep. 30, 2013	Sep. 30, 2012
Operating Lease Expire Term	'	'2017	'
Operating Leases, Rent Expense, Net	'	$446,943	$231,560
Accrued Payroll Taxes	'	78,081	'
Product Liability Insurance Deduction	'	10,000	'
Aggregate Product Liability Retained Loss	'	5,000,000	'
Capital Leases, Future Minimum Payments, Net Minimum Payments, Total	'	410.24	'
Percentage Of Interest Rate Implicit On Lease	9.50%	'	'
Capital Lease Obligations	'	11,440	0
Litigation Settlement, Expense	'	5,000	'
Litigation Settlement, Amount	'	65,000	'
William Bossung And Bishop Equity Partners LLC [Member]	'	'	'
Litigation Settlement, Expense	'	$255,000	'
Restricted Stock [Member] | William Bossung And Bishop Equity Partners LLC [Member]	'	'	'
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Vested In Period	'	25,000	'

Defined_Contribution_Plan_Deta

Defined Contribution Plan (Details Textual) (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Noncash Contribution Expense	$17,500	'
Defined Contribution Plan, Employer Discretionary Contribution Amount	$44,940	$34,313

Related_Party_Transactions_Det

Related Party Transactions (Details Textual)	1 Months Ended	9 Months Ended
	Aug. 26, 2013	Sep. 30, 2013
		Chief Financial Officer [Member]
Percentage Of Equity Interest	'	1.75%
Securities Purchase Under Agreement Description	'(i) $2,000,000 of a 10% secured convertible promissory notes (the “Note”) and (ii) a warrant to purchase 10,000,000 shares of the Seller’s common stock, at an exercise price of $0.40 per share, for an aggregate purchase price of $2,000,000. Dr. Phillip Frost, a significant investor in the Company and a member of its scientific advisory board, is the Chairman and CEO of OPKO Health, Inc. (“OPKO”), and is the trustee of Frost Gamma Investments Trust (“Frost Gamma”). Each of Dr. Frost, OPKO, and Frost Gamma are significant shareholders in Biozone.	'

Endorsement_Agreement_Details_

Endorsement Agreement (Details Textual) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Marine MP LLC [Member]	'	'
Prepaid Expense	$8,018,400	$8,018,400
Restricted Stock [Member] | Marine MP LLC [Member]	'	'
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Vested In Period	'	780,000
Minimum [Member]	'	'
Number Of Products Endorsed	'	4
Maximum [Member]	'	'
Number Of Products Endorsed	'	8
Arnold Product Line [Member]	'	'
Sales Revenue, Goods, Net	3,680,504	3,680,504
Royalty Expense	$365,591	$365,591

Subsequent_Events_Details_Text

Subsequent Events (Details Textual) (USD $)	1 Months Ended	9 Months Ended		12 Months Ended	1 Months Ended	9 Months Ended
	Feb. 04, 2013	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Oct. 24, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013
					Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]	Biozone Laboratories Ltd [Member]	Fuse Science Inc [Member]	Fuse Science Inc [Member]
						acre	John H Bluher [Member]	Subsequent Event [Member]	Subsequent Event [Member]	Subsequent Event [Member]
										Senior Secured Convertible Promissory note [Member]
Proceeds from Issuance of Common Stock	'	'	'	'	'	'	'	$1,500,000	'	'
Officers Compensation	'	'	'	'	'	'	150,000	'	'	'
Area of Land	'	'	'	'	'	1,437	'	'	'	'
Initial Offering Period	'	'	'	'	'	'three years	'	'	'	'
Conversion Of Convertible Debt and Accrued Interest For Common Stock	'	0	1,069,402	'	1,000,000	'	'	'	'	'
Debt Conversion, Converted Instrument, Shares Issued	'	'	'	519,950	5,000,000	'	'	'	'	'
Proceeds from Interest Received	'	'	'	'	'	32,000	'	'	'	'
Contractual Obligation, Total	'	'	'	'	'	142,923	'	'	'	'
Number Of Shares Sold Under Subscription Agreement	1,500,000	'	'	'	'	'	'	5,000,000	'	'
Common Stock Exercise Price Per Share	'	'	'	'	'	'	'	'	$0.06	'
Debt Instrument, Interest Rate, Stated Percentage	'	'	'	'	'	'	'	'	'	10.00%
Debt Instrument, Face Amount	'	'	'	'	'	'	'	'	$200,000	'
Conversion Of Warrants To Purchase Shares	'	1,500,000	'	'	'	'	'	'	6,666,000	'
Debt Instrument, Maturity Date, Description	'	'	'	'January 3, 2012 to October 11, 2014	'	'	'	'	'mature 60 days after issuance	'