On May 31, 2019, Plante & Moran, PLLC (“Plante Moran”), the independent auditor for MusclePharm Corporation (the “Company”), notified the Company that it had made the decision to resign as the Company’s auditor, effective immediately.

The Company’s financial statements for the years ended December 31, 2017 and 2016 were audited by EKS&H LLLP (“EKS&H”), which was acquired by Plante Moran during October 2018. The reports of EKS&H on the Company’s consolidated financial statements for the years ended December 31, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Plante Moran resigned prior to the completion of the audit for the year ended December 31, 2018.

During the years ended December 31, 2018 and 2017 and the interim period ended May 31, 2019, there were no: (i) disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with EKS&H or Plante Moran on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EKS&H or Plante Moran, would have caused EKS&H or Plante Moran to make reference to the subject matter of the disagreement in connection with its report; or (ii) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K), except as referenced below.

In connection with performing its audit of the Company’s financial statements for the year ended December 31, 2018, Plante Moran advised the Audit Committee of the Board of Directors of the Company that (i) the internal controls necessary for the Company to develop reliable financial statements do not exist, and (ii) information has come to its attention that (1) has made it unwilling to be associated with the financial statements prepared by management because of multiple material weaknesses in internal control over financial reporting, extraordinary attempts to mislead the Plante Moran engagement team and allegations of noncompliance with laws and regulations, (2) if further investigated, may materially impact the fairness or reliability of the financial statements for the year ended December 31, 2018 or cause it to be unwilling to be associated with the Company’s financial statements and (3) it has concluded materially impacts the reliability of previously issued financial statements for 2018. Due to Plante Moran’s resignation, it did not expand the scope of its audit or conduct further investigation and the issues raised were not resolved to its satisfaction prior to its resignation.

The Audit Committee has discussed the foregoing matters with Plante Moran. The Company has authorized Plante Moran to respond fully to the inquiries of any successor accountant concerning the subject matter of the items described herein. The Company does not comment in this Form 8-K on the reportable events described above, except that it takes exception to certain of the reportable events, and will describe any material weaknesses identified and related remedial measures to be taken in an amended Form 10-Q for the quarter ended September 30, 2018 and its Form 10-K for the year ended December 31, 2018, both of which the Company intends to file as soon as practicable.

The Company provided Plante Moran with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Plante Moran furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of Plante Moran’s letter dated June [6], 2019 is filed as Exhibit 16.1 hereto.

The Company intends to announce the appointment of a new independent auditor in a subsequent filing made to the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

MusclePharm Corp Exhibit
EX-16.1 2 mslp_ex161.htm LETTER DATED JUNE 6,…
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About MusclePharm Corporation (OTCMKTS:MSLP)

MusclePharm Corporation is a performance lifestyle company. The Company develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a range of powders, capsules, tablets and gels. The Company’s portfolio of brands targets various types of fitness enthusiasts, including professional, combat sport, weight training, bodybuilding, running, basketball, soccer, cross fit, golf, tennis, volleyball and other active lifestyle activities. The MusclePharm Sport Series includes supplements that cover the needs of athletes, including their workout needs. MusclePharm Hybrid Series products include Assault, Amino1 and Combat Protein Powder. FitMiss products are designed and formulated for the active woman’s lifestyle utilizing ingredients that cover the range of busy women’s needs, including weight loss, multi-vitamins, protein shakes, detox, skin care and pre-workout energy mixes. MusclePharm Core products include BCAA 3:1:2, CLA Core and Fish Oil.