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 “Company”), hereby requests, pursuant to Rule 477 of the Securities Act of 1933, as amended (“Securities Act”) that the Company’s Registration Statement on Form S-1 (File No. 333-188899), initially filed with the Securities and Exchange Commission (“SEC”) on May 28, 2013, as thereafter amended, together with all exhibits and amendments thereto (“Registration Statement”), be withdrawn effective immediately. No securities have been issued or sold under the Registration Statement. The Registration Statement has not been declared effective by the SEC.
The Company has determined at this time not to proceed with the offering due to its intention to deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, and requests that the SEC consent to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477 of the Securities Act. The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the SEC in connection with the filing of the Registration Statement be credited for future use.
Accordingly, we request that the SEC issue an order granting the withdrawal of the Registration Statement (“Order”) effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to Mark L. Skaist, Esq. of Stradling Yocca Carlson & Rauth, P.C., via email at mskaist@sycr.com or via facsimile at (949) 823-5117. It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the SEC unless, within fifteen days after such date, the Company receives notice from the SEC that this application will not be granted.
If you have any questions, please contact our attorney, Mark L. Skaist, Esq. at (949) 725-4117.
Sincerely,
MEDIASHIFT, INC.
By: /s/ David Grant
David Grant
Chief Executive Officer
cc: Mark L. Skaist, Esq.
