SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

 

 

MusclePharm Corporation

 

(Name of Issuer)

 

COMMON STOCK, $0.001 par value

 

(Title of Class of Securities)

 

627335102

 

(CUSIP Number)

 

Copy to:

Harvey Kesner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 28, 2013

 

(Date of Event Which Requires Filing of This Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
xRule 13d-1(c)
¨Rule 13d-1(d)

 

 
 

 

CUSIP No. 627335102

 

1

 

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Barry Honig 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States 

NUMBER OF SHARES BENEFICIALLY

5

SOLE VOTING POWER

 

12,500

OWNED BY
EACH
REPORTING

6

SHARED VOTING POWER

 

384,641(1)

PERSON
WITH

7

SOLE DISPOSITIVE POWER

 

12,500

 

8

SHARED DISPOSITIVE POWER

 

384,641(1) 

9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

397,141(1) 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.83% (based on 6,816,159 shares of common stock issued and outstanding as of March 31, 2013) 

12

TYPE OF REPORTING PERSON*

 

IN 

 

(1)Includes 384,641 shares of common stock held by GRQ Consultants, Inc. (“GRQ Consultants”). Mr. Honig is the President of GRQ Consultants, and in such capacity, has voting and dispositive power over the securities held by GRQ Consultants.

 

 
 

 

CUSIP No. 627335102

 

1

 

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GRQ Consultants, Inc.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

NUMBER OF SHARES BENEFICIALLY

5

SOLE VOTING POWER

 

0

OWNED BY
EACH
REPORTING

6

SHARED VOTING POWER

 

384,641

PERSON
WITH

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

384,641

9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

384,641

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.64% (based on 6,816,159 shares of common stock issued and outstanding as of March 31, 2013)

12

TYPE OF REPORTING PERSON*

 

OO

 

 
 

 

Item 1(a).Name of Issuer:

 

MusclePharm Corporation

 

Item 1(b).Address of Issuer's Principal Executive Offices:

 

4721 Ironton Street, Building A

Denver, CO 90839

 

Item 2(a).Name of Person Filing.

 

The statement is filed on behalf of Barry Honig and GRQ Consultants, Inc. (“GRQ Consultants” ).

 

Item 2(b).Address of Principal Business Office or, if None, Residence.

 

555 South Federal Highway #450, Boca Raton, FL 33432

 

Item 2(c).Citizenship.

 

United States/Florida

 

Item 2(d).Title of Class of Securities.

 

Common Stock, par value $0.001 per share.

 

Item 2(e).CUSIP Number.

 

627335102

 

Item 3.Type of Person

 

Not applicable.

 

Item 4.Ownership.

 

(a) Amount beneficially owned: 397,141(1).

 

(b) Percent of class: 5.83%.

 

(c) Number of shares as to which Mr. Honig has:

 

(i) Sole power to vote or to direct the vote: 12,500.

 

(ii) Shared power to vote or to direct the vote: 384,641(1).

 

(iii) Sole power to dispose or to direct the disposition of: 12,500.

 

(iv) Shared power to dispose or to direct the disposition of: 384,641(1).

 

(1)Includes 384,641 shares of common stock held by GRQ Consultants. Mr. Honig is the President of GRQ Consultants, and, in such capacity, has voting and dispositive power over the securities held by GRQ Consultants.

 

Number of shares as to which GRQ Consultants has:

 

(i) Sole power to vote or to direct the vote: 0.

 

(ii) Shared power to vote or to direct the vote: 384,641.

 

(iii) Sole power to dispose or to direct the disposition of: 0.

 

(iv) Shared power to dispose or to direct the disposition of: 384,641.

 

 
 

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

    GRQ Consultants, Inc.  
       
       
Date: April 11, 2013 By:  /s/ Barry Honig  
    Barry Honig  
    President  
       
       
Date: April 11, 2013 By:  /s/ Barry Honig  
    Barry Honig