Muscle Pharm Corporation (MSLPQ)

[euc]

We estimate that our net proceeds from the sale of the common stock offered
pursuant to this prospectus will be approximately $ million, or
approximately $ million if the underwriters exercise in full their
option to purchase additional shares, based upon the public offering
price of $ per share and after deducting the underwriting discount
and the estimated offering expenses that are payable by us.

We currently intend to use the net proceeds that we receive in this offering
as follows: (i) $3.6 million for working capital; (ii) $3.4 million for
repayment of our outstanding debt balance principal amount of debt held by
non-affiliated parties, which will be due upon completion of this offering
(as set forth below), (iii) to pay interest of approximately $0.1 million,
representing interest payable, (iv) $1.4 million for aged accounts payable;
(v) $6.0 million for inventory and related items; (vi) $2.0 million for
international marketing development; and (vii) and the remainder for general
corporate purposes.

Our outstanding indebtedness that will be repaid is as follows:

Principal Amount Interest Rate Maturity
($000’s) (per annum) Date

1,703 15 % October 2013
270 12 % July 2013
401 15 % July 2013
451 15 % August 2013
200 15 % April 2013
158 15 % May 2013
117 15 % June 2013
40 15 % September 2013