MSHF / MediaShift, Inc. - SEC申報文件，年度報告，委任書

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 22, 2019 MediaShift, Inc.

LETTER

June 17, 2014 Via E-mail David Grant Chief Executive Officer MediaShift, Inc. 20062 S.W. Birch Street, Suite 220 Newport Beach, California 92660 Re: MediaShift, Inc. Form 10-K for the Year Ended December 31, 2013 Filed April 15, 2014 File No. 1-32438 Dear Mr. Grant We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do n

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MediaShift, Inc. 20062 S.W. Birch Street, Suite 220 Newport Beach, California 92660 June 11, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 ATTN: Larry Spirgel, Assistant Director Robert S. Littlepage, Accountant Branch Chief Christie Wong, Staff Accountant Celeste M. Murphy, Legal Branch Chief Gregory Dundas, A

Annual Report - AMENDMENT #2

10-KA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment #2 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissions file number 001-32438

LETTER

June 3, 2014 Via E-mail David Grant Chief Executive Officer MediaShift, Inc. 20062 S.W. Birch Street, Suite 220 Newport Beach, California 92660 Re: MediaShift, Inc. Form 10-K for the Year Ended December 31, 2013 Filed April 15, 2014 File No. 1-32438 Dear Mr. Grant: We have limited our review of your filing to the issue we have addressed in our comment. Please respond to this letter within ten busi

Annual Report - AMENDMENT #1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissions file number 001-32438 Med

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissions file number 001-32438 MediaShift, Inc. (Exa

MEDIASHIFT TO CEASE MAKING PERIODIC SEC FILINGS

MEDIASHIFT TO CEASE MAKING PERIODIC SEC FILINGS NEWPORT BEACH, Calif., April 7, 2014 – MediaShift, Inc. (OTCBB: MSHF), a next-generation digital advertising technology company, today announced its decision to file a Form 15 with the Securities and Exchange Commission (the "SEC") and cease filing reports and other forms with the SEC. The Company is eligible to deregister its securities because it h

- CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32438 MediaShift, Inc. (Exact name of registrant as specified in its ch

- FORM 12B-25

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: August 31, 2015 Washington, D.

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on March 28, 2014 Registration No.

- APPLICATION FOR WITHDRAWAL ON FORM RW

MediaShift, Inc. 20062 S.W. Birch Street, Suite 220 Newport Beach, CA 92660 March 28, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Filing Desk Re: MediaShift Inc./Application for Withdrawal on Form RW for Registration Statement on Form S-1 (File No. 333-188899) Ladies and Gentlemen: MediaShift, Inc. (the “Compa

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 28, 2014 MediaShift, Inc.

MEDIASHIFT ANNOUNCES INTENT TO DEREGISTER AS A REPORTING COMPANY

MEDIASHIFT ANNOUNCES INTENT TO DEREGISTER AS A REPORTING COMPANY NEWPORT BEACH, Calif.

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-32438 MediaShift, Inc (Exact Name of Registra

- AMENDMENT #2

Registration No. 333-188899 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MediaShift, Inc. (Exact name of registrant as specified in its charter) Nevada 7310 20-1373949 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (

2013 STOCK INCENTIVE PLAN

2013 STOCK INCENTIVE PLAN The 2013 STOCK INCENTIVE PLAN (the “Plan”) of Mediashift, Inc.

- AMENDMENT #1

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MediaShift, Inc. (Exact name of registrant as specified in its charter) Nevada 7310 20-1373949 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S.

EX-4.2

8% CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

Registration Statement - REGISTRATION STATEMENT

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MediaShift, Inc. (Exact name of registrant as specified in its charter) Nevada 7310 20-1373949 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific

MEDIASHIFT NAMES RICK BARAN CHIEF FINANCIAL OFFICER Former CFO of Clear Channel Media and Entertainment Tapped to Accelerate Company Growth and Capitalize on New Market Opportunities

Converted by EDGARwiz MEDIASHIFT NAMES RICK BARAN CHIEF FINANCIAL OFFICER Former CFO of Clear Channel Media and Entertainment Tapped to Accelerate Company Growth and Capitalize on New Market Opportunities NEWPORT BEACH, Calif.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 14, 2013 MediaShift, Inc.

Financial Statements and Exhibits, Other Events -

unsaved:///newpage2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 6, 2013 MediaShift, Inc. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporati

JMG EXPLORATION INC. ANNOUNCES THAT NAME CHANGE TO MEDIASHIFT, INC, ONE FOR TWO REVERSE SPLIT, TRADING SYMBOL CHANGE AND INCREASED AUTHORIZED SHARES ARE NOW EFFECTIVE

Converted by EDGARwiz JMG EXPLORATION INC. ANNOUNCES THAT NAME CHANGE TO MEDIASHIFT, INC, ONE FOR TWO REVERSE SPLIT, TRADING SYMBOL CHANGE AND INCREASED AUTHORIZED SHARES ARE NOW EFFECTIVE GLENDALE, Calif., March 12, 2013 /PRNewswire/ - JMG Exploration, Inc. (JMGE), doing business as MediaShift, a leading digital advertising technology company that monetizes private Internet networks while offerin

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits -

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 12, 2013 MediaShift, Inc.

JMG EXPLORATION SHAREHOLDERS APPROVE NAME CHANGE TO MEDIASHIFT, INCREASE IN AUTHORIZED SHARES, AND 1 FOR 2 REVERSE SPLIT Ad Technology Company Operates AdVantage Networks and Travora as Subsidiaries

CEO Position JMG EXPLORATION SHAREHOLDERS APPROVE NAME CHANGE TO MEDIASHIFT, INCREASE IN AUTHORIZED SHARES, AND 1 FOR 2 REVERSE SPLIT Ad Technology Company Operates AdVantage Networks and Travora as Subsidiaries Glendale, Calif.

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 4, 2013 JMG Exploration, Inc.

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

Converted by EDGARwiz ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.

LETTER

February 13, 2013 Via E-mail Mr. Justin W. Yorke Chief Executive Officer JMG Exploration, Inc. 600 North Brand Boulevard, Suite 230 Glendale, California 91203 Re: JMG Exploration, Inc. Preliminary Information Statement on Schedule 14C Filed September 28, 2012 File No. 1-32438 Dear Mr. Yorke: We have completed our review of your filings. We remind you that our comments or changes to disclosure in r

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Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets -

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 6, 2013 JMG Exploration, Inc.

Lock-Up Agreement

Converted by EDGARwiz Lock-Up Agreement February 6, 2013 Travora Networks, Inc. 600 Brand Blvd., Suite 230 Glendale, CA 91203 Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement, dated February 6, 2013 (the “Purchase Agreement”), by and among JMG Exploration, Inc., a Nevada corporation, Travora Networks, Inc., a Delaware corporation (the “Purchaser”), and Travora Media

PARENT CO. OF DIGITAL ADVERTISING TECH PROVIDER ADVANTAGE NETWORKS ACQUIRES TRAVORA MEDIA Both will Operate as Subsidiaries Under Parent Company, MediaShift, Creating one of the Largest On-the-Go Audience Platforms

CEO Position PARENT CO. OF DIGITAL ADVERTISING TECH PROVIDER ADVANTAGE NETWORKS ACQUIRES TRAVORA MEDIA Both will Operate as Subsidiaries Under Parent Company, MediaShift, Creating one of the Largest On-the-Go Audience Platforms Glendale, Calif. – Feb. 11, 2013 – JMG Exploration, Inc. (OTCBB: JMGE), soon to be renamed MediaShift, Inc., has completed its second acquisition in the digital advertising

ASSET PURCHASE AGREEMENT by and among TRAVORA NETWORKS, INC. JMG EXPLORATION, INC. TRAVORA MEDIA, INC. DATED February 6, 2013 TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT by and among TRAVORA NETWORKS, INC. JMG EXPLORATION, INC. and TRAVORA MEDIA, INC. DATED February 6, 2013 TABLE OF CONTENTS Page SECTION 1 DESCRIPTION OF TRANSACTION 1 1.1 Agreement to Purchase and Sell 1 1.2 Excluded Assets 2 1.3 Assumption of Assumed Liabilities 2 1.4 Excluded Liabilities 3 1.5 Consents and Waivers; Further Assurances. 3 SECTION 2 PURCHASE PRICE; ADJUSTME

Travora Networks, Inc. 600 North Brand Blvd., Suite 230 Glendale, CA 91203

Travora Networks, Inc. 600 North Brand Blvd., Suite 230 Glendale, CA 91203 February 6, 2013 Eastward Capital Partners V, L.P. 432 Cherry Street West Newton, MA 02465 Re: Master Lease Agreement No. 527 dated as of January 13, 2012, by and between Travora Media, Inc. (“ Travora”) and Eastward Capital Partners V, L.P. (“Eastward”) (the “ Master Lease Agreement”) and the Rental Schedule and Acceptance

MASTER LEASE AGREEMENT (the “Master Lease”)

Ethan Frome MASTER LEASE AGREEMENT (the “Master Lease”) Dated as of January 13, 2012 Master Lease No.

8% CONVERTIBLE PROMISSORY NOTE

Converted by EDGARwiz THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

JMG EXPLORATION, INC. WARRANT A TO PURCHASE COMMON STOCK No. A-_______________ ______________, 2013 Void After July 31, 2013

Warrant to purchase Common Stock THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

JMG EXPLORATION, INC. WARRANT B TO PURCHASE COMMON STOCK No. B-_______________ ______________, 2013 Void After July 31, 2014

Warrant to purchase Common Stock THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT February 6, 2013

Converted by EDGARwiz ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT February 6, 2013 This Assignment of Intellectual Property Agreement (the “Agreement”) is entered into by and among Travora Media, Inc.

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Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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Converted by EDGARwiz Law Offices of Aaron A. Grunfeld & Associates 1100 Glendon Avenue, Suite 850 Los Angeles, California 90024 Tel. (310) 788-7577 Email: [email protected] February 5, 2013 United States Securities and Exchange Commission Division of Corporation Finance SEC Headquarters 100 F Street, NE Washington, DC 20549 Attention: Alexandra M. Ledbetter, Staff Attorney Re: JMG Explora

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive P

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 3, 2012 JMG Exploration, Inc.

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Table of Contents SCHEDULE 14C INFORMATION Amendment No. 1 Information Statement Pursuant to Section 14(c) of The Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement JMG Exploration, Inc. (Name of Registrant as Specified in its Charter) Pay

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Law Offices of Aaron A. Grunfeld & Associates 1100 Glendon Avenue, Suite 850 Los Angeles, California 90024 Tel. (310) 788-7577 Email: [email protected] December 7, 2012 United States Securities and Exchange Commission Division of Corporation Finance SEC Headquarters 100 F Street, NE Washington, DC 20549 Attention: Alexandra M. Ledbetter, Staff Attorney Re: JMG Exploration, Inc. Revised Pre

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Converted by EDGARwiz JMG EXPLORATION, INC. 600 North Brand Boulevard, Suite 230 Glendale, California 91203 (818) 649-5710 (818) 649-5709 - FAX December 7, 2012 United States Securities and Exchange Commission Division of Corporation Finance SEC Headquarters100 F Street, NEWashington, DC 20549 Attention: Alexandra M. Ledbetter, Staff Attorney Re: JMG Exploration, Inc. Revised Preliminary Informati

Other Events

8-K 1 advnjmgspinoff8kedgarfinal.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 21, 2012 JMG Exploration, Inc. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation

LETTER

November 27, 2012 Via E-mail Mr. Justin W. Yorke Chief Executive Officer JMG Exploration, Inc. 180 South Lake Ave., Seventh Floor Pasadena, CA 91101 Re: JMG Exploration, Inc. Revised Preliminary Information Statement on Schedule 14C Filed November 9, 2012 File No. 1-32438 Dear Mr. Yorke: We have reviewed your filing and your letter dated November 8, 2012, and we have the following comments. In som

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Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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Converted by EDGARwiz JMG EXPLORATION, INC. 600 North Brand Boulevard, Suite 230 Glendale, California 91203 (818) 649-5710 (818) 649-5709 - FAX November 8, 2012 United States Securities and Exchange Commission Division of Corporation Finance SEC Headquarters 100 F Street, NE Washington, DC 20549 Attention: Alexandra M. Ledbetter, Staff Attorney Re: JMG Exploration, Inc. (“JMG” or the “registrant”)

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PRE 14C 1 jmgexploration14cahma1108.htm SCHEDULE 14C INFORMATION Amendment No. 1 Information Statement Pursuant to Section 14(c) of The Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement JMG Exploration, Inc. (Name of Registrant as Specifi

LETTER

October 25, 2012 Via E-mail Mr. Justin W. Yorke Chief Executive Officer JMG Exploration, Inc. 180 South Lake Ave., Seventh Floor Pasadena, CA 91101 Re: JMG Exploration, Inc. Preliminary Information Statement on Schedule 14C Filed September 28, 2012 File No. 1-32438 Dear Mr. Yorke: We have limited our review of your filing to those issues we have addressed in our comments. In some of our comments,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 10, 2012 JMG Exploration, Inc.

Financial Statements and Exhibits, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 29, 2012 JMG Exploration, Inc.

MSHF / MediaShift, Inc. / Yorke Justin W Passive Investment

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 JMG Exploration Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 46621A109 (CUSIP Number) August 29, 2012 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

MSHF / MediaShift, Inc. / KIRBY CHARLES Activist Investment

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) JMG Exploration Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 46621A109 (CUSIP Number) Charles F. Kirby PO Box 3087 Greenwood Village, CO 80155-3087 (303) 222-1214 (Name, Address and Telephone Number of P

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Table of Contents SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of The Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement JMG Exploration, Inc.

Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)

Converted by EDGARwiz ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.

JMG EXPLORATION, INC. VOTING AGREEMENT

Converted by EDGARwiz JMG EXPLORATION, INC. VOTING AGREEMENT THIS VOTING AGREEMENT is made and entered into as of [August 31], 2012, by and among JMG Exploration, Inc., a Nevada corporation (the “Company”), and those certain stockholders of the Company listed on Schedule A attached hereto as the same may be amended from time to time to include transferees thereof (the “Key Holders”). In considerat

LOCK-UP AGREEMENT

EX-10 5 jmgeadvantagelockupconformed.htm LOCK-UP AGREEMENT Dated as of August 31, 2012 Ladies and Gentlemen: This Lock-Up Agreement (this “Lock-Up Agreement”) is being entered into by and between JMG Exploration Inc., a Nevada corporation (the “Parent”) and the undersigned holder (the “Undersigned”) of ADVN Capital Stock (as defined below) in connection with the following matters: A. Parent, along

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Promulgated Thereunder JMG EXPLORATION, INC. (Exact name of registrant as specified in Charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 001-32438 600 N. Brand Boulevard, Suite 230 2

Amended and Restated Agreement and Plan of Merger Dated effective as of August 29, 2012 JMG Exploration, Inc., a Nevada corporation, Ad-Vantage Acquisition Inc., a Delaware Corporation, Ad-Vantage Networks, Inc., a Delaware corporation AMENDED AND RE

Converted by EDGARwiz Amended and Restated Agreement and Plan of Merger Dated effective as of August 29, 2012 by and among JMG Exploration, Inc.

JMG Exploration, Inc. Acquires Ad-Vantage Networks, Inc.

Converted by EDGARwiz PRESS RELEASE JMG Exploration, Inc. Acquires Ad-Vantage Networks, Inc. Glendale, Calif. - (BUSINESS WIRE) – Aug. 31, 2012 – JMG Exploration, Inc. (OTCBB: JMGE), a Nevada corporation (JMG), announced today that it acquired Ad-Vantage Networks, Inc. (ADVN), a Delaware corporation based in Glendale, California, pursuant to a merger of JMG's wholly owned subsidiary with ADVN (the

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 29, 2012 JMG Exploration, Inc.

(PURSUANT TO NRS 78.1955)

AM78 1955Designationpk.pdf ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 20120595721-84 Filing Date and Time 08/28/20128:53 AM Entity Number C18667-2004 1. Na

FINANCING and security AGREEMENT

FINANCING AND SECURITY AGREEMENT FINANCING and security AGREEMENT THIS FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made and entered as of July 10, 2012 (the “Effective Date”) by and among Ad-Vantage Networks, Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

unsaved:///newpage2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 12, 2012 JMG Exploration, Inc. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization)

FORM OF PATENT SECURITY AGREEMENT

Converted by EDGARwiz FORM OF PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”), dated as of July , 2012, is entered into by and between Ad-Vantage Networks, Inc.

Agreement and Plan of Merger dated as of July, 2012 JMG Exploration, Inc., a Nevada corporation, Ad-Vantage Acquisition Inc., a Delaware Corporation, Ad-Vantage Networks, Inc., a Delaware corporation AGREEMENT AND PLAN OF MERGER

Converted by EDGARwiz Agreement and Plan of Merger dated as of July, 2012 by and among JMG Exploration, Inc.

AD-VANTAGE NETWORKS, INC. SENIOR SECURED PROMISSORY NOTE

Standard Paper Sizes & Orientations THIS SENIOR SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

JMG Exploration Inc. Signs Merger Agreement to Acquire Ad-Vantage Networks, Inc.

Converted by EDGARwiz FOR IMMEDIATE RELEASE JMG Exploration Inc. Signs Merger Agreement to Acquire Ad-Vantage Networks, Inc. Pasadena, California – July 12, 2012– The Board of Directors of JMG Exploration Inc., (“JMG” or the “Company”) (OTCBB:JMGE) announced today that the Company has entered into a definitive agreement to acquire Ad-Vantage Networks, Inc., a development stage corporation that is

MSHF / MediaShift, Inc. / FREDERICK GARY - JMG EXPLORATION, INC Passive Investment

SC 13G/A 1 jmg13ga4060112.htm JMG EXPLORATION, INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* JMG EXPLORATION, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 46621A109 (CUSIP Number) June 1, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

JOINT FILING AGREEMENT

EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (this “Agreement”) is dated as of May 8, 2012, by and among Charles F.

MSHF / MediaShift, Inc. / KIRBY CHARLES Activist Investment

UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) JMG Exploration Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 46621A109 (CUSIP Number) Charles F. Kirby PO Box 3087 Greenwood Village, CO 80155-3087 (303) 222-1214 (Name, Address and Telephone Number of P

[Signature Page Follows]

April 13, 2012 April 20, 2012 JMG Exploration, Inc. 180 South Lake Avenue Seventh Floor Pasadena, CA 91101 Attention: Mr. Justin Yorke CEO Dear Mr. Yorke: We are pleased to submit this non-binding Term Sheet with respect to the transaction described below wherein JMG Exploration, Inc., a company whose stock is quoted on the Over the Counter Pink Sheets (“JMG”), and Ad-Vantage Networks, Inc. (“Ad-V

JMG Exploration Inc. Signs Non-Binding Letter of Intent to Acquire Ad-Vantage Networks, Inc.

Converted by EDGARwiz FOR IMMEDIATE RELEASE JMG Exploration Inc. Signs Non-Binding Letter of Intent to Acquire Ad-Vantage Networks, Inc. . Pasadena, California - April 20, 2012– The Board of Directors of JMG Exploration Inc., (“JMG” or the “Company”) (OTCBB:JMGE) announced today that the Company has entered into a non-binding letter of intent to acquire Ad-Vantage Networks, Inc., a development sta

Financial Statements and Exhibits, Other Events -

unsaved:///newpage2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 20, 2012 JMG Exploration, Inc. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organizati

Financial Statements and Exhibits, Other Events -

unsaved:///newpage2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 20, 2012 JMG Exploration, Inc. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization

JMG Exploration Inc. Signs Non-Binding Letter of Intent to Acquire Ad-Vantage Networks, Inc.

Converted by EDGARwiz FOR IMMEDIATE RELEASE JMG Exploration Inc. Signs Non-Binding Letter of Intent to Acquire Ad-Vantage Networks, Inc. . Pasadena, California - April 20, 2012– The Board of Directors of JMG Exploration Inc., (“JMG” or the “Company”) (OTCBB:JMGE) announced today that the Company has entered into a non-binding letter of intent to acquire Ad-Vantage Networks, Inc., a development sta

MSHF / MediaShift, Inc. / FREDERICK GARY - JMG EXPLORATION INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* JMG EXPLORATION, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 46621A109 (CUSIP Number) January 19, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

Other Events -

unsaved:///newpage2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 3, 2012 JMG Exploration, Inc. (Exact name of Registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organizatio