Muscle Pharm Corporation (MSLPQ)

[tarkless]

No dilution??? Dilution has been the biggest problem us shareholders have had to deal with from these three clowns in "management" they dilute relentlessly which is why we are sitting here at 1.5cents.

I'm not going to give my opinions on wether its a buy at this level or not...cos honestly i dont know.... but just so you dont invest thinking they wont dilute this thing into the ground (more than they already have) just look at their quarterly report http://musclepharm.com/sites/default/files/musclepharm_corp_10ka_20110927.pdf for period ending June 2011.

Just glancing at the "Unregistered Sale of Equity" starting page 36 shows how they love to dilute the stock. Just look at the ridiculous dilution from only 3 months! and this is typical of them....this wasnt a particularly dilutive 3 months for these guys.

buy the stock if you like it......sell it if you dont..... but just realise that its the constant and extremely irresponsible way that these guys dilute their stock that has caused us to be sitting here at such a low PPS and also such a low market cap.

i would advise anyone looking to make any decisions on MSLP to read their reports thoroughly and realise what they have been doing to raise money and what they spend their money on before making any decisions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On April 6, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on April 6, 2011, the Company directed its transfer agent to issue and deliver to the
third party 2,000,000 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $50,000.
On April 15, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on April 15, 2011, the Company directed its transfer agent to issue and deliver to the
third party 2,000,000 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $58,644.
On April 15, 2011, the Company issued 100,000 shares of the Company’s common stock to a consultant for services to be rendered at a fair value
of $8,100 ($0.081/share), based upon the quoted closing price trading price on the date of issuance. The issuance of such securities was exempt from
registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On April 27, 2011, a convertible noteholder converted $8,225 in principal into 350,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On April 27, 2011, the Company raised gross proceeds of $40,000 through the sale of a (6 months) convertible note at a conversion price of 60% of the
average of the lowest three closing prices in the ten days preceding a conversion date. The notes bear interest at annual rates of between 8% - 10%. The
issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On April 27, 2011, the Company raised gross proceeds of $40,000 through the sale of a (6 months) convertible note at a conversion price of 60% of the
average of the lowest three closing prices in the ten days preceding a conversion date. The notes bear interest at annual rates of between 8% - 10%. The
issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On April 28, 2011, a convertible noteholder converted $25,208 in principal into 892,326 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On April 29, 2011, a convertible noteholder converted $25,170 in principal into 923,685 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On April 30, 2011, the Company issued 319,149 shares of the Company’s common stock to a consultant for services to be rendered at a fair value
of $15,000 ($0.047/share), based upon contract value. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder.
ITEM 1A. RISK FACTORS.
36
On May 1, 2011, the Company issued 3,723,404 shares of the Company’s common stock to a consultant for services to be rendered at a fair value
of $175,000 ($0.047/share), based upon the quoted closing price trading price on the date of issuance. The issuance of such securities was exempt from
registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 1, 2011, the Company issued 500,000 shares of the Company’s common stock to a consultant for services to be rendered at a fair value
of $23,500 ($0.047/share), based upon the quoted closing price trading price on the date of issuance. The issuance of such securities was exempt from
registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 2, 2011, a convertible noteholder converted $25,219 in principal into 951,667 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 6, 2011, the Company raised gross proceeds of $125,000 through the sale of a (6 month) convertible note at a conversion price equal to the
lesser of (i) the average of the lowest two closing prices during the five days preceding a conversion date or (ii) $0.025/share. The notes bear interest at
an annual rate of 12%. The Company also issued 5,000,000 common stock purchase warrants with an exercise price of $0.03 per share to certain
accredited investors. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D
promulgated thereunder.
On May 11, 2011, a convertible noteholder converted $36,400 in principal into 1,400,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 11, 2011, a convertible noteholder converted $36,400 in principal into 1,400,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 12, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on May 12, 2011, the Company directed its transfer agent to issue and deliver to the
third party 3,023,040 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $75,576.
On May 17, 2011, a convertible noteholder converted $10,228 in principal into 417,467 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 17, 2011, a convertible noteholder converted $10,228 in principal into 417,467 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 17, 2011, a convertible noteholder converted $2,018 in principal into 82,834 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $10,067 in principal into 402,667 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $40,088 in principal into 1,083,450 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $10,024 in principal into 237,256 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
37
On May 19, 2011, a convertible noteholder converted $9,018 in principal into 243,722 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $10,022 in principal into 230,388 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $50,110 in principal into 1,186,025 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $25,110 in principal into 865,848 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $25,110 in principal into 865,848 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $5,034 in principal into 165,048 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $25,170 in principal into 825,241 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $10,068 in principal into 335,598 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $5,140 in principal into 102,805 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, a convertible noteholder converted $15,102 in principal into 554,199 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 19, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on May 19, 2011, the Company directed its transfer agent to issue and deliver to the
third party 4,031,853 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $100,796.
On May 20, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on May 20, 2011, the Company directed its transfer agent to issue and deliver to the
third party 3,774,744 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $83,044.
On May 24, 2011, a convertible noteholder converted $39,000 in principal into 1,500,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 27, 2011, a convertible noteholder converted $25,000 in principal into 1,250,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
38
On May 31, 2011, a convertible noteholder converted $78,000 in principal into 3,000,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On May 31, 2011, the Company issued 333,333 shares of the Company’s common stock to a consultant for services to be rendered at a fair value
of $15,000 ($0.045/share), based upon contract value. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder.
On May 31, 2011, the Company raised gross proceeds of $10,000 through the sale of a (1 Month) convertible notes at a conversion price of the average
10 day trade pricing divided by 200% of the outstanding principal balance. The notes bear interest at a rate of 8%. The issuance of such securities was
exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 2, 2011, a convertible noteholder converted $125,345 in principal into 3,679,355 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 2, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on June 2, 2011, the Company directed its transfer agent to issue and deliver to the
third party 4,932,500 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $98,650.
On June 3, 2011, a convertible noteholder converted $15,000 in principal into 625,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 3, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on June 3, 2011, the Company directed its transfer agent to issue and deliver to the
third party 2,777,777 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $50,000.
On June 7, 2011, the Company issued a noteholder 402,667 shares of the Company’s common stock in consideration for an extension of the
noteholder’s note. The issuance was recorded as interest at a fair value of $14,778 ($0.037/share) based upon the quoted closing price of the Company’s
common stock on the date of issuance. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and
Regulation D promulgated thereunder.
On June 8, 2011, a convertible noteholder converted $50,000 in principal into 2,840,910 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 9, 2011, a convertible noteholder converted $63,473 in principal into 3,100,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 14, 2011, the Company raised gross proceeds of $40,000 through the sale of a (9 months) convertible note at a conversion price of 60% of the
average of the lowest three closing prices in the ten days preceding a conversion date. The notes bear interest at annual rates of between 8% - 10%. The
issuance of such securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 20, 2011, a convertible noteholder converted $50,000 in principal into 4,132,232 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
39
On June 20, 2011, a convertible noteholder converted $71,663 in principal into 4,500,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 23, 2011, a convertible noteholder converted $47,775 in principal into 3,000,000 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 27, 2011, the Company issued securities exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) of the
Securities Act, to a third party fund. Pursuant to this transaction, on June 27, 2011, the Company directed its transfer agent to issue and deliver to the
third party 3,636,363 shares of the Company’s common stock subject to adjustment, in satisfaction of a debt in the amount of $40,000.
On June 29, 2011, a convertible noteholder converted $15,000 in principal into 955,414 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 29, 2011, a convertible noteholder converted $20,000 in principal into 1,273,885 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 30, 2011, a convertible noteholder converted $6,600 in principal into 417,722 shares of the Company’s common stock. The issuance of such
securities was exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.
On June 30, 2011, the Company issued 500,000 shares of the Company’s common stock to a consultant for services to be rendered at a fair value
of $15,000 ($0.030/share), based upon contract value. The issuance of such securities was exempt from registration pursuant to Section 4(2) of the
Securities Act and Regulation D promulgated thereunder.