imcc13g_mslp.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934

MusclePharm Corporation
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

­­__627335102__
(CUSIP Number)

June 29, 2011
(Date of Event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
q
Rule 13d-1(b)

þ
Rule 13d-1(c)

q
Rule 13d-1(d)


*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 
The information required in the remainder of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

SCHEDULE 13G
             
 
CUSIP No. 627335102
 
  1 
  
Names of reporting persons
 
Inter-Mountain Capital Corp. (36-4075407)
  2
  
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
  
SEC use only
 
4
  
Citizenship or place of organization
 
Delaware
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  5 
  
Sole voting power
 
14,817,246* 
  
  6
  
Shared voting power 
  NA
  
  7
  
Sole dispositive power
 
14,817,246*  
  
8
  
Shared dispositive power 
NA
9
  
Aggregate amount beneficially owned by each reporting person
 
14,817,246*
10
  
Check box if the aggregate amount in Row 9 excludes certain shares (see instructions)  ¨
 
11
  
Percent of class represented by amount in Row 9
 
9.99% *
12
  
Type of reporting person (see instructions)
 
CO
 
* On the date of the event which requires filing of this Schedule 13G, Inter-Mountain Capital Corp. had rights (i) to convert the outstanding balance of that certain Company Note dated June 29, 2011 (the “Note”) into shares of the Issuer’s common stock with a par value of $0.001 (the “Common Stock”), and (ii) to purchase Common Stock pursuant to that certain Warrant to Purchase Shares of Common Stock dated June 29, 2011 (the “Warrant” together with the Note, the “Transaction Documents”); such Transaction Documents are described in the Issuer’s Current Report on Form 8-K filed on July 8, 2011.  The exercise of such rights is subject to a 9.99% Cap (as defined in the Transaction Documents), which limits the issuance of Common Stock to Inter-Mountain Capital Corp. as more fully described in the Transaction Documents.  But for the 9.99% Cap, the full exercise of such rights would have resulted in Inter-Mountain Capital Corp. having beneficial ownership of Common Stock in excess of the 9.99% Cap; the 9.99% Cap provides that the maximum number of shares of Common Stock that are issuable to Inter-Mountain Capital Corp. and/or beneficially owned by Inter-Mountain Capital Corp. is 14,817,246 shares, based on 148,320,775 outstanding shares of Common Stock of the Issuer as of May 22, 2011, as reported by the Issuer on its quarterly report on Form 10-Q filed on May 23, 2011.



SCHEDULE 13G
             
 
CUSIP No. 627335102
 
  1 
  
Names of reporting persons
 
JFV Holdings, Inc. (36-4426825)
  2
  
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
  
SEC use only
 
4
  
Citizenship or place of organization
 
Illinois
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  5 
  
Sole voting power
 
14,817,246* 
  
  6
  
Shared voting power 
  NA
  
  7
  
Sole dispositive power
 
14,817,246*  
  
8
  
Shared dispositive power 
NA
9
  
Aggregate amount beneficially owned by each reporting person
 
14,817,246*
10
  
Check box if the aggregate amount in Row 9 excludes certain shares (see instructions)  ¨
 
11
  
Percent of class represented by amount in Row 9
 
9.99% *
12
  
Type of reporting person (see instructions)
 
CO
 
* Reporting person JFV Holdings, Inc. is the sole shareholder of reporting person Inter-Mountain Capital Corp.

On the date of the event which requires filing of this Schedule 13G, Inter-Mountain Capital Corp. had rights (i) to convert the outstanding balance of that certain Company Note dated June 29, 2011 (the “Note”) into shares of the Issuer’s common stock with a par value of $0.001 (the “Common Stock”), and (ii) to purchase Common Stock pursuant to that certain Warrant to Purchase Shares of Common Stock dated June 29, 2011 (the “Warrant” together with the Note, the “Transaction Documents”); such Transaction Documents are described in the Issuer’s Current Report on Form 8-K filed on July 8, 2011.  The exercise of such rights is subject to a 9.99% Cap (as defined in the Transaction Documents), which limits the issuance of Common Stock to Inter-Mountain Capital Corp. as more fully described in the Transaction Documents.  But for the 9.99% Cap, the full exercise of such rights would have resulted in Inter-Mountain Capital Corp. having beneficial ownership of Common Stock in excess of the 9.99% Cap; the 9.99% Cap provides that the maximum number of shares of Common Stock that are issuable to Inter-Mountain Capital Corp. and/or beneficially owned by Inter-Mountain Capital Corp. is 14,817,246 shares, based on 148,320,775 outstanding shares of Common Stock of the Issuer as of May 22, 2011, as reported by the Issuer on its quarterly report on Form 10-Q filed on May 23, 2011.

 
 
SCHEDULE 13G
             
 
CUSIP No. 627335102
 
  1 
  
Names of reporting persons
 
John M. Fife
  2
  
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
  
SEC use only
 
4
  
Citizenship or place of organization
 
United States of America
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  5 
  
Sole voting power
 
14,817,246* 
  
  6
  
Shared voting power 
  NA
  
  7
  
Sole dispositive power
 
14,817,246*  
  
8
  
Shared dispositive power 
NA
9
  
Aggregate amount beneficially owned by each reporting person
 
14,817,246*
10
  
Check box if the aggregate amount in Row 9 excludes certain shares (see instructions)  ¨
 
11
  
Percent of class represented by amount in Row 9
 
9.99% *
12
  
Type of reporting person (see instructions)
 
IN
 
* Reporting person John M. Fife is the sole shareholder of reporting person JFV Holdings, Inc., which is the sole shareholder of reporting person Inter-Mountain Capital Corp.

On the date of the event which requires filing of this Schedule 13G, Inter-Mountain Capital Corp. had rights (i) to convert the outstanding balance of that certain Company Note dated June 29, 2011 (the “Note”) into shares of the Issuer’s common stock with a par value of $0.001 (the “Common Stock”), and (ii) to purchase Common Stock pursuant to that certain Warrant to Purchase Shares of Common Stock dated June 29, 2011 (the “Warrant” together with the Note, the “Transaction Documents”); such Transaction Documents are described in the Issuer’s Current Report on Form 8-K filed on July 8, 2011.  The exercise of such rights is subject to a 9.99% Cap (as defined in the Transaction Documents), which limits the issuance of Common Stock to Inter-Mountain Capital Corp. as more fully described in the Transaction Documents.  But for the 9.99% Cap, the full exercise of such rights would have resulted in Inter-Mountain Capital Corp. having beneficial ownership of Common Stock in excess of the 9.99% Cap; the 9.99% Cap provides that the maximum number of shares of Common Stock that are issuable to Inter-Mountain Capital Corp. and/or beneficially owned by Inter-Mountain Capital Corp. is 14,817,246 shares, based on 148,320,775 outstanding shares of Common Stock of the Issuer as of May 22, 2011, as reported by the Issuer on its quarterly report on Form 10-Q filed on May 23, 2011.
 
 

 
ITEM 1
(a)
 
 
Name of Issuer:
 
MusclePharm Corporation
 
 
(b) 
Address of Issuer’s Principal Executive Offices:
 
4721 Ironton Street, Building A
Denver, CO 90839
 
ITEM 2
(a)
Name of Person Filing:
 
This report is filed by Inter-Mountain Capital Corp., JFV Holdings, Inc., and John M. Fife with respect to the shares of Common Stock, $0.001 par value per share, of the Issuer that are directly beneficially owned by Inter-Mountain Capital Corp. and indirectly beneficially owned by the other reporting and filing person (the “Shares”).
 
(b) 
Address of Principal Business Office, or, if None, Residence:
 
The address of the principal business office of each reporting and filing person is:
303 East Wacker Drive, Suite 1200, Chicago, IL 60601

 
(c)
Citizenship:
 
Inter-Mountain Capital Corp. is a Delaware corporation
JFV Holdings, Inc. is an Illinois corporation
John M. Fife is a United States citizen.

 
(d)
Title of Class of Securities:
 
Common Stock, $0.001 par value per share.

 
(e)
CUSIP Number:
 
627335102

ITEM 3:
If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 
a.
Broker or dealer registered under Section 15 of the Exchange Act.

 
b.
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
c.
Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 
d.
Investment company registered under Section 8 of the Investment Company Act.

 
e.
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

 
f.
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

 
g.
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 
h.
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

 
i.
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

 
j.
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 


ITEM 4:
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a) 
Amount beneficially owned: See Item 9 of the cover pages.
 
 
(b) 
Percent of class:  See Item 11 of the cover pages.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i) 
Sole power to vote or to direct the vote:  See Item 5 of the cover pages.

 
(ii) 
Shared power to vote or to direct the vote:  See Item 6 of the cover pages.

 
(iii) 
Sole power to dispose or to direct the disposition of:  See Item 7 of the cover pages.
 
 
(iv) 
Shared power to dispose or to direct the disposition of:  See Item 8 of the cover pages.

 
ITEM 5: 
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following box: 

ITEM 6: 
Ownership of More than Five Percent on Behalf of Another Person.

N/A 
 
ITEM 7:
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
N/A
 
ITEM 8:
Identification and Classification of Members of the Group.
 
N/A
 
ITEM 9:
Notice of Dissolution of Group.
 
N/A
 
ITEM 10: 
Certifications.
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated:  January 12, 2012
INTER-MOUNTAIN CAPITAL CORP.
BY: John M. Fife, its President
 
 
/s/ Jonathan K. Hansen
JONATHAN K. HANSEN,
by power of attorney
 
 
 
Dated:  January 12, 2012
JFV HOLDINGS, INC.
BY: John M. Fife, its President
 
 
/s/ Jonathan K. Hansen
JONATHAN K. HANSEN,
by power of attorney
 
 
 
Dated:  January 12, 2012
JOHN M. FIFE
 
/s/ Jonathan K. Hansen
JONATHAN K. HANSEN,
by power of attorney
 
 

 

ANNEX 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of MusclePharm Corporation, and further agree that this Joint Filing Agreement be included as an Annex to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement on the date(s) written below.


Dated:  January 12, 2012
INTER-MOUNTAIN CAPITAL CORP.
BY: John M. Fife, its President
 
 
/s/ Jonathan K. Hansen
JONATHAN K. HANSEN,
by power of attorney
 
 
 
Dated:  January 12, 2012
JFV HOLDINGS, INC.
BY: John M. Fife, its President
 
 
/s/ Jonathan K. Hansen
JONATHAN K. HANSEN,
by power of attorney
 
 
 
Dated:  January 12, 2012
JOHN M. FIFE
 
/s/ Jonathan K. Hansen
JONATHAN K. HANSEN,
by power of attorney