Change in Directors or Principal Officers

Item 5.02 Departure of Directors and Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 30, 2010, Todd Huss resigned as the Company's Chief Financial Officer.
(c) On June 30, 2010, the Company promoted Lawrence S. Meer to the position of Chief Financial Officer and promoted Leonard K. Armenta from the position of Chief Operating Officer to the position of Executive Vice President. The Company also hired Shawn Wingate to serve as the Company's Chief Operating Officer on June 30, 2010.

Lawrence S. Meer, age 49, has served as Director of Finance of the Company since October 2009. From January 2009 until September 2009 he worked as an accounting consultant and from 2002 until December 2008 he served as the President and CFO of Color It, Inc., a textile finishing company in Miami, Florida.

Leonard K. Armenta, Jr., age 33, served as the Chief Operations Officer of the Company from February 18, 2010 until June 30, 2010, and as Chief Operating Officer of Muscle Pharm, LLC since September 1, 2009. He has been working for Muscle Pharm part time since July 2008 and full time since June 2009 where he has been working in the sales, marketing and manufacturing areas of the business. From 2000 until June, 2009 he worked for Colorado Sports Innovations as a sales and marketing consultant. From 1997 until 2000 he was a sales representative for Select Investor Relations.

Michael Shawn Wingate, age 34, joined the Company as Chief Operating Officer on June 30, 2010. From June 2004 until April 2010 he served as Director of Operations for Isatori Technologies LLC, a company which sells nutritional supplements, in Golden, Colorado. From 1998 through 2002 he worked for Experimental and Applied Sciences (EAS) as Project Manager.