mpharm_8k.htm
UNITED
STATES
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): March 1, 2010
MusclePharm
Corporation
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
000-53166
|
77-0664193
|
|
(State
or Other Jurisdiction of incorporation)
|
(Commission
File No.)
|
(I.R.S.
Employer Identification Number)
|
3390
Peoria St., #307, Aurora, CO 80010
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (800) 210-7369
Tone
in Twenty
(Former
name or former address, if changed since last report)
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):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal
of Seale and Beers, CPAs.
On March 1, 2010 (the "Dismissal
Date"), the Board of Directors of MusclePharm Corporation (formerly "Tone in
Twenty") (the "Registrant") determined to dismiss Seale and Beers, CPAs, its
independent registered public accounting firm.
The report of Seale and Beers, CPAs on
the audited financial statements of the Registrant for the fiscal years ended
August 31, 2009 and 2008 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles, except a going concern qualification on the Registrant's
financial statements for the fiscal years ended August 31, 2009 and
2008.
During the Registrant's two most recent
fiscal years, the subsequent interim periods thereto, and through the Dismissal
Date, there were no disagreements (as defined in Item 304 of Regulation S-K)
with Seale and Beers, CPAs 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 Seale and Beers, CPAs,
would have caused it to make reference in connection with its opinion to the
subject matter of the disagreement. Further, during the Registrant's
two most recent fiscal years, the subsequent interim periods thereto, and
through the Dismissal Date, there were no reportable events (as defined in Item
304(a)(1)(v) of Regulation S-K).
The Registrant provided Seale and
Beers, CPAs with a copy of this Report prior to its filing with the Securities
and Exchange Commission (the SEC") and requested Seale and Beers, CPAs to
furnish the Registrant with a letter addressed to the SEC, stating whether or
not it agrees with the statements made above and, if not, stating the respects
in which they do not agree. A copy of such letter, dated March 2,
2010, is filed as Exhibit 16.1 to this Report.
(b) Engagement
of Schumacher & Associates, Inc.
On March 1, 2010 (the "Engagement
Date"), the Registrant's Board of Directors approved the appointment of
Schumacher & Associates, Inc. as the Registrant's independent registered
public accounting firm. During the Registrant's two most recent
fiscal years, the subsequent interim periods thereto, and through the Engagement
Date, neither the Registrant nor anyone on its behalf consulted Schumacher &
Associates, Inc. regarding either (1) the application of accounting principles
to a specified transaction regarding the Company, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements; or (2) any matter regarding the Company that was either the subject
of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and
related instructions to Item 304 of Regulation S-K) or a reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 1, 2010, our Board of
Directors determined to change our fiscal year end from August 31 to December
31, which will coincide with the fiscal year end of Muscle Pharm, LLC which we
acquired on February 18, 2010. We plan to file a Transition Report on
Form 10-K to cover the transition period from September 1, 2009 to December 31,
2009.
Item 9.01 Financial Statements, Pro
Forma Financial Information and Exhibits.
(d) Exhibits
No. Exhibit
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16.1
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Letter
from Seale and Beers, CPAs, dated March 2, 2010, to the Securities and
Exchange Commission regarding statements included in this Form
8-K
|
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
MusclePharm Corporation
By:/s/ Brad J.
Pyatt
Name: Brad J.
Pyatt
Title: President
Dated: March
2, 2010