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.

(Exact name of Registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

001-32438

(Commission File Number)

20-1373949

(IRS employer

identification no.)


20062 S.W. Birch Street, Suite 220 Newport Beach, CA	92660
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:	(888) 996-7887

_______________________

(Registrant’s former name or former address, if changed since last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On February 28, 2014, MediaShift, Inc. (the “Company”) issued a press release announcing that its Board of Directors has unanimously approved the voluntary deregistration of the Company’s securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon the consummation of the next equity financing round in which the Company raises at least $10 million.. A copy of the Company’s February 28, 2014 press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Exhibits.

(d) Exhibits. The following exhibit is attached to this Current Report on Form 8-K:


Exhibit No.		Description
99.1		Press Release, dated February 28, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	MediaShift, Inc.

Dated: February 28, 2014	By: /s/ David Grant
	David Grant
	Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated February 28, 2014.

MediaShift, Inc. 8-K