Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Articles of Incorporation

On March 26, 2012, MusclePharm Corporation (the "Company") filed an amendment to the Company's articles of incorporation with the Secretary of State of the State of Nevada, to increase the Company's authorized common stock from one billion (1,000,000,000) shares of common stock, par value $0.001 per share, to two billion five hundred million (2,500,000,000) shares of common stock, par value $0.001 per share.

Item 8.01. Other Events.

In January 2012, the Company instituted a convertible debt retirement program (the "Program), pursuant to which the Company initiated a buy-back all of its outstanding convertible promissory notes (the "Notes"). Under the Program, the Company has used cash flow from operations and mezzanine financing to retire the Notes. As of the date hereof, the Company has retired an aggregate of $5,523,327 of derivative debt, with (i) $3,045,577 in cash and (ii) 55,000,000 shares of the Company's common stock. Over the past ninety days the Company has reduced its derivative debt and related derivative liability exposure on the balance sheet by $5,523,327.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1* Amendment to the Articles of Incorporation, dated March 26, 2012

*Filed herewith