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                             September 17, 2021

       Ryan Drexler
       Chief Executive Officer
       MusclePharm Corp
       4500 Park Granada
       Suite 202
       Calabasas, CA 91302

                                                        Re: MusclePharm Corp
                                                            Form 10-K filed
March 29, 2021
                                                            Form 10-Q filed
August 16, 2021
                                                            File No. 0-53166

       Dear Mr. Drexler:

               We have limited our review of your filings to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your
disclosures. Please respond to
       these comments within ten business days by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response. After reviewing
your response to these
       comments, we may have additional comments.

       Form 10-Q filed August 16, 2021

       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       22

   1.                                                   Please provide more
specific and prominent discussion and analysis of the supply
                                                        shortages, including
quantified data and analysis of the impact on your operations, as well
                                                        as known and
anticipated events and trends that may impact your future operations.
                                                        Discuss your response
for managing these events. Please also address the expected impact
                                                        on your liquidity and
capital resources. Refer to Item 303(c) of Regulation S-K and Items
                                                        303(b)(1)(i) and
303(b)(2)(ii).
       Gross Profit, page 25

   2.                                                   Please disclose the
impact on gross margin that was caused by the significant decrease in
                                                        discounts and sales
allowances as a percentage of gross revenue.
 Ryan Drexler
FirstName LastNameRyan   Drexler
MusclePharm  Corp
Comapany 17,
September NameMusclePharm
              2021           Corp
September
Page 2    17, 2021 Page 2
FirstName LastName
Selling, General and Administrative, page 26

3.       Please explain why bad debt expense increased by 169% whereas net
receivables
         decreased by 26%. Any material changes in the aging of receivables
and/or the credit
         quality of major accounts should be clearly disclosed.
Form 10-K filed March 29, 2021

Revenue, net, page 21

4.       Please disclose the extent to which the increase in sales prices
offset the decline in 2020
         sales volumes. See Item 303(b)(2)(iii) of Regulation S-K.
Interest Expense, page 24

5.       Please disclose the extent the change in interest expense between
periods was impacted by
         changes in interest rates and by changes in outstanding debt amounts.
Also, please
         quantify the amount of the reported interest reversal recognized in
2020. See Item 303(b)
         of Regulation S-K.
Cash Flows, page 25

6.       Please disclose why your accounts receivable increased 56% whereas
your revenue
         decreased by 19%. Absent a substantive explanation, it is unclear
whether there has been a
         material decrease in the credit quality of your receivables portfolio
or whether there was a
         change in the application of your revenue recognition policy. In this
regard, we note that
         the increase in receivables had a material adverse impact on your
operating cash flow. The
         disproportionate change in inventory should also be explained. See
Section 501.03 of the
         Financial Reporting Codification.
Non-GAAP Adjusted EBITDA, page 30

7.       You state that this measure "is useful in measuring the Company   s
cash available for
         operations." Since this is a liquidity measure, please disclose the
reconciliation to GAAP
         operating cash flows. See Item 10(e)(1)(i)(B) of Regulation S-K. In
addition, explain why
         bad debt expense is excluded given that it is a normal and recurring
operating expense that
         reflects the net amount of reported revenue you expect to collect in
cash.
Statements of Operations, page F-5

8.       There appears to be an inconsistency in the manner that you present
expense categories.
         Specifically, most of your expenses are classified by function (cost
of revenue, advertising
         and promotion, SG&A, etc.) but the salaries and professional fees are
classified by nature.
         The presentation should be consistent otherwise it is unclear whether
the reported
         functional expense amounts are understated since they presumably
exclude the
         corresponding amounts of salaries and professional fees. Please
revise.
 Ryan Drexler
MusclePharm Corp
September 17, 2021
Page 3
4Excelsior Matter, page F-28

9.       We understand that you recognized a $1.2 million gain based on the
calculated present
         value of your $3.6 million long-term payment obligation. Given the
materiality of this
         gain to your reported operating results, please tell us how you
determined the appropriate
         discount rate for this liability and the authoritative accounting
guidance that supports your
         assumption.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff. You may contact Al Pavot at 202.551.3738 or
Terence O'Brien at
202.551.3355 with any questions.



FirstName LastNameRyan Drexler                                 Sincerely,
Comapany NameMusclePharm Corp
                                                               Division of
Corporation Finance
September 17, 2021 Page 3                                      Office of Life
Sciences
FirstName LastName