Attached files
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| EX-16.1 - MusclePharm Corp | v208241_ex16-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 10, 2011
MusclePharm
Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-53166
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77-0664193
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(State or Other Jurisdiction
of incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification Number)
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4721
Ironton Street
Denver,
Colorado 80239
(Address
of Principal Executive Offices)
(800)
210-7369
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01 Changes
in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On January 10, 2011, the board of directors of
MusclePharm Corporation (the “Company”) dismissed Schumacher &
Associates, Inc. (“Schumacher”),
as the Company’s independent registered public accounting
firm.
Schumacher’s report on the
financial statements for the fiscal years ended December 31, 2009 and 2008 and
through January 10, 2011, contained no adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principle, except that the report contained a modification to the effect that
there was substantial doubt as to the Company’s ability to continue as a going
concern. During the fiscal years ended December 31, 2009 and 2008 and through
January 10, 2011, there were no disagreements with Schumacher on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Schumacher, would have
caused it to make reference to the subject matter of the disagreements in its
reports on the financial statements for such year. During the fiscal years ended
December 31, 2009 and 2008 and through January 10, 2011, there were no
reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company has provided a copy of the above disclosures to Schumacher and requested Schumacher to provide it with a
letter addressed to the U.S. Securities and Exchange Commission stating whether
or not Schumacher agrees
with the above disclosures. A copy of Schumacher’s letter, dated
January 18, 2011, confirming its agreement with the disclosures in this Item
4.01 is attached as Exhibit 16.1 to this Form 8-K.
(b) New Independent Registered Public
Accounting Firm
On January 10, 2011, the board of directors of the
Company approved the engagement of Berman & Co., P.A., Certified Public
Accountants, Boca Raton, Florida (“Berman”), as the Company’s new independent
registered public accounting firm.
During the fiscal year ended
December 31, 2009, and the subsequent interim
period prior to the engagement of Berman, the Company has not consulted Berman
regarding (i) the application of accounting principles to any specified
transaction, either completed or proposed, (ii) the type of audit opinion
that might be rendered on the Company’s financial statements, or (iii) any
matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(v)) or a reportable event (as defined in
Item 304(a)(1)(v)).
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
of Schumacher & Associates, Inc., dated January 18,
2011
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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MUSCLEPHARM
CORPORATION
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Date:
January 18, 2011
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By:
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/s/ Brad
Pyatt
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Brad
Pyatt
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Chief
Executive Officer
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