Mediashift (MSHFQ) 10-K/A 18 Apr 14 2013 FY Annual report (amended) Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Document and Entity Information	'	'
Entity Registrant Name	'MediaShift, Inc.	'
Document Type	'10-K	'
Document Period End Date	31-Dec-13	'
Amendment Flag	'false	'
Entity Central Index Key	'0001299967	'
Current Fiscal Year End Date	'--12-31	'
Entity Common Stock, Shares Outstanding	22,498,527	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Current Reporting Status	'Yes	'
Entity Voluntary Filers	'No	'
Entity Well-known Seasoned Issuer	'No	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'FY	'
Entity Public Float	'	$26,863,268

Balance_Sheets

Balance Sheets (USD $)	Dec. 31, 2013	Dec. 31, 2012
Current Assets	'	'
Cash and cash equivalents	$93,809	$902,701
Accounts receivable, net	1,929,932	6,240
Prepaid expenses	95,533	57,625
Total Current Assets	2,119,274	966,566
Property and equipment, net of depreciation	446,099	163,819
Discontinued operations: assets held for sale	10,542	10,542
Patents, net	296,790	215,070
Deposits	118,250	10,250
Other assets	1,905	434
Total Assets	2,992,860	1,366,681
Current Liabilities	'	'
Accounts Payable and accrued expenses	3,895,880	294,632
Note Payable, less discount	2,579,662	'
Liabilities directly associated with assets held for sale	379,422	378,296
Total Current Liabilities	6,854,964	672,928
Long-Term Liabilities	'	'
Note Payable, less discount	1,603,865	249,707
Total Long-Term Liabilities	1,603,865	249,707
Total Liabilities	8,458,829	922,635
Commitments and Contingencies	'	'
Stockholders' Equity	'	'
Class M Preferred Stock value	'	1,700
Common Stock value	22,499	5,543
Additional Paid in Capital	28,296,419	10,430,087
Accumulated deficit	-33,784,887	-9,993,284
Total Stockholders' Equity	-5,465,969	444,046
Total Liabilities and Shareholders' Equity	$2,992,860	$1,366,681

Balance_Sheets_parenthetical

Balance Sheets (parenthetical) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Balance Sheets	'	'
Debt discount, note payable, current	$222,605	'
Debt discount, note payable	'	$750,292
Series A Preferred stock, par value	$0.00	$0.00
Series B Preferred stock, par value	$0.00	$0.00
Class M Preferred stock, par value	$0.01	$0.01
Class M Preferred stock, shares issued	169,974	169,974
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	100,000,000	25,000,000
Common stock, shares issued	22,498,527	2,771,705

Statements_of_Operations

Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Continuing Operations	'	'
Revenues	$6,952,652	$12,780
Cost of goods sold	-5,187,834	-9,237
Gross profit	1,764,818	3,543
Expenses:	'	'
General and administrative expenses	12,252,906	5,394,313
Depreciation and amortization	349,259	25,729
Research and development expense	402,457	202,703
Total expenses	13,004,622	5,622,745
Total operating loss	-11,239,804	-5,619,202
Other income and Expense	'	'
Interest income	52	'
Interest expense	-1,583,789	-83,141
Fair value adjustment on derivative liability	-659,787	'
Loss on debt extinguishment	-4,991,513	'
Loss on impairment	-5,408,709	'
Other income	1,378,767	'
Total other income and expense	-11,264,979	-83,141
Net loss before taxes	-14,716,131	-5,702,343
Taxes	-4,025	-2,000
Net loss from continuing operations	-22,508,808	-5,704,343
Discontinued Operations:	'	'
Gain from discontinued operations	'	6,450
Net loss	-22,508,808	-5,697,893
Less: deemed dividend on warrant extensions	'	-3,384,730
Net loss applicable to common shareholders	($22,508,808)	($9,082,623)
Basic and diluted weighted average shares outstanding	18,482,996	4,428,229
(Loss) per share applicable to common shareholders - basic and diluted - from continuing operations	($1.22)	($1.29)
(Loss) per share applicable to common shareholders - basic and diluted - from discontinued operations	'	'
Net (loss) per share applicable to common shareholders - basic and diluted	($1.22)	($1.29)

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
OPERATING	'	'
Net (loss)	($22,508,808)	($5,697,893)
Adjustments to reconcile net loss to cash flows from operating activities:	'	'
Stock based compensation	1,775,687	2,865,603
Depreciation and amortization	349,259	25,729
Fair value of common stock and common stock warrants issued for services rendered	270,185	'
Loss on derivative liability	659,787	'
Loss on debt extinguishment	4,991,513	'
Gain on contingent liability	-1,382,828	'
Loss on impairment	5,408,709	'
Sale of Nileguide	100,000	'
Loss on disposal of fixed assets	16,865	'
Depletion and accretion	'	2,740
Amortization of note discount	814,929	68,209
Changes in operating assets and liabilities, net of balances from business combinations:	'	'
(Increase) in accounts receivable	792,308	-3,658
(Increase) in other assets	-1,471	-434
(Increase) in prepaid expenses	-32,908	-44,448
(Increase) in deposits	-108,000	-10,250
Increase in accounts payable and accrued expenses	1,354,349	87,563
Increase in liabilities associated with assets held for sale	1,126	32,210
Cash used in operating activities	-7,499,298	-2,674,629
INVESTING	'	'
Purchases of property and equipment	328,976	162,873
Net cash paid in acquisition of certain assets of Travora Media Inc.	804,451	'
Patent costs	89,703	94,501
Cash used in investing activities	-1,223,130	-257,374
FINANCING	'	'
Loan proceeds	9,122,344	1,000,000
Line of credit, net	114,524	'
Payments on note payable	1,790,000	'
Net cash from JMG	'	1,509,736
Net cash from exercise of warrants and options	466,668	74,497
Net proceeds from issuance of preferred stock	'	602,000
Cash provided by financing activities	7,913,536	3,186,233
Net (decrease) increase in cash and cash equivalents	-808,892	254,230
Cash and cash equivalents, beginning of period	902,701	648,471
Cash and cash equivalents, end of period	93,809	902,701
Supplemental Disclosures of Cash Flow Information:	'	'
Cash paid for interest	319,534	14,932
Cash paid for income taxes	4,025	2,000
Non Cash Transactions:	'	'
Extinguishment of debt via issuance of stock	11,604,760	'
Dividend of affiliated entity	'	20,894
Extension of warrant expiration date - deemed dividend	$1,282,795	$3,384,730

Statements_of_Stockholders_Equ

Statements of Stockholders' Equity (USD $)	Preferred Stock	Class M Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance, amount at Dec. 31, 2011	$5,684	'	$10,431	$1,642,742	($910,661)	$748,196
Beginning Balance, shares at Dec. 31, 2011	5,683,899	'	5,215,583	'	'	'
Series C Preferred stock issued, shares	528,070	'	'	'	'	'
Series C Preferred stock issued, value	528	'	'	601,472	'	602,000
Exercise of warrants, shares	168,651	'	'	'	'	'
Exercise of warrants, value	169	'	'	26,394	'	26,563
Exercised options, shares	'	'	135,302	'	'	'
Exercised options, value	'	'	271	47,663	'	47,934
Stock based compensation	'	'	'	2,865,603	'	2,865,603
Net equity acquired in JMG merger, shares	'	'	2,729,205	'	'	'
Net equity acquired in JMG merger, value	'	'	5,458	1,048,576	'	1,054,034
Conversion of Class M Preferred, shares	-6,380,620	169,974	-5,308,385	'	'	'
Conversion of Class M Preferred, value	-6,381	1,700	-10,617	15,298	'	'
Dividends	'	'	'	-20,894	'	-20,894
Beneficial conversion feature on convertible note	'	'	'	818,503	'	818,503
Extension of warrants	'	'	'	3,384,730	-3,384,730	'
Net income (loss) for the period	'	'	'	'	-5,697,893	-5,697,893
Ending Balance, amount at Dec. 31, 2012	'	1,700	5,543	10,430,087	-9,993,284	444,046
Ending Balance, shares at Dec. 31, 2012	'	169,974	2,771,705	'	'	'
Exercise of warrants, shares	'	'	116,667	'	'	'
Exercise of warrants, value	'	'	117	466,551	'	466,668
Exercised options, shares	'	'	1,864	'	'	'
Exercised options, value	'	'	2	-2	'	'
Stock based compensation	'	'	'	1,775,687	'	1,775,687
Conversion of Class M Preferred, shares	'	-169,974	16,997,388	'	'	'
Conversion of Class M Preferred, value	'	-1,700	16,997	-15,297	'	'
Extension of warrants	'	'	'	1,282,795	-1,282,795	'
Par adjustment stock split	'	'	-2,771	2,771	'	'
Issuance of warrant with debt	'	'	'	2,481,493	'	2,481,493
Issuance of shares to extinguish debt, shares	'	'	2,610,903	'	'	'
Issuance of shares to extinguish debt, value	'	'	2,611	11,602,149	'	11,604,760
Issuance of replacement warrants	'	'	'	270,185	'	270,185
Net income (loss) for the period	'	'	'	'	-22,508,808	-22,508,808
Ending Balance, amount at Dec. 31, 2013	'	'	$22,499	$28,296,419	($33,784,887)	($5,465,969)
Ending Balance, shares at Dec. 31, 2013	'	'	22,498,527	'	'	'

Principal_Business_Activities

Principal Business Activities	12 Months Ended
	Dec. 31, 2013
Notes	'
Principal Business Activities	'
	1.  Principal Business Activities:
	Organization and Business
	MediaShift, Inc. (the "Company") originally incorporated under the laws of the state of Nevada in July 2004 as JMG Exploration, Inc. (“JMG”).  At a Special Meeting of Shareholders (the "Meeting") of JMG Exploration, Inc held on March 4, 2013, JMG shareholders approved the following:
	·    An increase in the authorized number of shares of common stock from 25,000,000 to 100,000,000 (the “Authorized Share Increase”);
	·    A change in the name from JMG Exploration, Inc. to MediaShift, Inc. (the “Name Change”); and
	·    A reverse stock split of common stock of one share for every two (1-for-2) shares outstanding.
	All share and per share information, including earnings per share, in this Form 10-K have been retroactively adjusted to reflect this reverse stock split and certain items in prior period financial statements have been revised to conform to the current presentation.
	All continuing operations are being conducted by MediaShift’s wholly owned subsidiaries, Ad-Vantage Networks, Inc. (“AdVantage”) and Travora Networks, Inc. (“TNI”). AdVantage provides digital advertising software and service solutions that enable access providers and network operators to generate advertising revenues on their free and fee-based networks. TNI operates a leading digital advertising network, where it engages in the marketing and selling of online advertiser ads to travel service providers through a proprietary network of web publishers.
	TNI was formed on January 14, 2013 as a Delaware Corporation. TNI acquired assets from Travora Media., Inc. related to Travora Media’s ad network business in an Asset Purchase Agreement which was effective on February 1, 2013 and which closed February 6, 2013 and therefore the financial information presented as December 31, 2013 represents only eleven months of TNI operations.
	Liquidity and Going Concern
	The Company faces certain risks and uncertainties which are present in many emerging technology companies regarding product development, future profitability, ability to obtain future capital, protection of patents and property rights, competition, rapid technological change, government regulations, recruiting and retaining key personnel, and third party vendors and manufacturers.
	The Company's consolidated financial statements for the year ended December 31, 2013 have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has historically reported net losses, including a net loss of $22,508,808 for the year ended December 31, 2013, and negative cash flows from operations of $7,499,298 for the year ended December 31, 2013. The Company believes that it will be able to obtain additional financing from existing related parties through December 31, 2014 if necessary.  However, no assurance can be given that the company will be able to obtain additional financing from existing related parties.  This raises substantial doubt about the Company's ability to continue as a going concern.
	As of December 31, 2013, the Company had an accumulated deficit of $33,784,887. The Company anticipates being active in capital markets in 2014 to increase our working capital position.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2013
Notes	'
Summary of Significant Accounting Policies	'
	2. Summary of Significant Accounting Policies
	These financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States.
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.
	Presentation
	The accompanying consolidated financial statements include the accounts of MediaShift, Inc. and our subsidiaries Ad-Vantage Networks, Inc and Travora Networks, Inc. Intercompany balances have been eliminated in consolidation. On March 4, 2013, the Company announced the effectiveness of a one-for-two reverse stock split. All share and per share information, including earnings per share, in this Form 10-K have been retroactively adjusted to reflect this reverse stock split and certain items in prior period financial statements have been revised to conform to the current presentation. Our net loss is equivalent to our comprehensive loss so we have not presented a separate statement of comprehensive loss.
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
	Cash and Cash Equivalents
	The Company considers all highly liquid investments with a maturity at the date of purchase of three months or less to be cash equivalents.
	Cash Concentration
	The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The company has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on cash.
	Fair value of Financial Instruments
	The estimated fair values are determined at discrete points in time based on relevant market information.  These estimates involve uncertainties and cannot be determined with precision. The estimated fair values of all financial instruments on the Company's balance sheets were determined by using available market information and appropriate valuation methodologies.  Fair value is described as the amount at which the instrument could be exchanged in a current transaction between informed willing parties, other than a forced liquidation.  However, considerable judgment is required in interpreting market data to develop the estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.  The Company does not have any off balance sheet financial instruments.
	Trade accounts receivable, accounts payable and certain other current assets and liabilities are reported on the balance sheet at carrying value which approximates fair value due to the short-term maturities of these instruments.
	The fair value of the Company’s debt is estimated based on current rates offered to the Company for similar debt and approximates carrying value.
	Property and Equipment
	Depreciation of property and equipment is provided for by the straight-line method over the three to seven year estimated useful lives of the related assets. Leasehold improvements are amortized over the lesser of the assets’ useful lives or the remaining term of the lease.
	Impairment of Long-Lived Assets
	When assets are placed into service, we make estimates with respect to their useful lives that we believe are reasonable. However, factors such as competition, regulation, or environmental matters could cause us to change our estimates, thus impacting the future calculation of depreciation and depletion. We evaluate long-lived assets for potential impairment by identifying whether indicators of impairment exist and, if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss, if any, to be recorded is equal to the amount by which a long-lived asset’s carrying value exceeds its fair value. Estimates of future discounted cash flows and fair values of assets require subjective assumptions with regard to future operating results and actual results could differ from those estimates.
	Intangible Assets
	The Company evaluates intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets and other long-lived assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.
	After an analysis of the current and forecasted financial future of the Travora subsidiary, it was determined that the intangible asset was impaired and it was necessary to write off the asset.  Forecasted revenue from Travora is not expected to generate profitability over the foreseeable life of the asset.  While the Company believes that the subsidiary still has strategic value to the overall value of Mediashift, on a standalone basis it cannot achieve the forecasted financial returns required to maintain the anticipated asset value booked at the time of the acquisition.  In accordance with GAAP, the Company has written off the asset and recorded an Impairment of $5,408,709.
	Patents
	Legal costs, patent registration fees, and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.
	Revenue Recognition
	The Company recognizes revenue when persuasive evidence of an arrangement exits, collection of the related receivable is reasonably assured, the fees are fixed or determinable, and as services are provided.  Income is recognized as earned when an ad is either placed for viewing by a visitor to a member network publisher or internet access providers’ proprietary networks or when the customer “clicks through” on the ad, depending on the terms with the individual advertisers.  In certain cases, the Company records revenue based on industry accepted information from third parties.  The Company accrues any revenue sharing percentage with the network provider at the same time. For Wi-Fi Providers, the Company records revenue net of the revenue sharing agreements.
	Concentration of Credit Risk
	The Company conducts business with companies in Canada, New Zealand, England, Europe and Australia as part of its ongoing advertising business. This results in a number of receivables denominated in the currencies of those countries, with about $325,000 in receivables outstanding at any time. The company does not engage in hedging activities to offset the risk of exchange rate fluctuations on these payables. During 2013, the company incurred foreign exchange losses of $31,408.
	Allowance for Doubtful Accounts
	The allowance is established through a provision for bad debts charged to expense. Receivables are charged against the allowance for uncollectible accounts when management believes that collectability is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on an evaluation of the collectability of accounts receivable, overall accounts receivable quality, review of specific problem accounts receivable, and current economic conditions that may affect the customer’s ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. Recoveries of receivables previously written off are recorded when received.  The company has recorded an allowance for doubtful accounts of $119,949 for December 31, 2013.
	The company also estimates an allowance for sales credits based on historical credits.  The allowance for sales credits is the Company’s best estimate of expected future reductions in advertisers’ payment obligations for delivered services.
	Income Taxes
	The Company accounts for income taxes using the asset and liability method of accounting for deferred income taxes.
	The provision for income taxes includes federal and state income taxes currently payable and deferred taxes resulting from temporary differences between the financial statement and tax bases of assets and liabilities.  Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
	With respect to uncertain tax positions, the Company would recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits to be recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company’s reassessment of its tax positions did not have a material impact on its results of operations and financial position.
	Advertising
	Advertising costs are charged to expense as incurred and were $370,207 and $64,205 for 2013 and 2012 respectively.
	Research and Development
	Research and development costs are expensed as incurred and were $402,457 and $202,703 for 2013 and 2012 respectively.
	Stock-based compensation
	The Company accounts for the cost of Director/employee/adviser services received in exchange for the award of common stock options or warrants based on the fair value of the award on the date of grant. The fair value of each stock option grant or warrant was estimated on the date of grant using the Black-Scholes option-pricing model. The expected life assumption is based on the expected life assumptions of similar entities. Expected volatility is based on actual share price volatility of the Company’s stock of the preceding twelve months. The risk-free interest rate is the yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the input to the Black-Scholes model. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods as options vest, if actual forfeitures differ from those estimates.
	The Company recognizes stock-based compensation expense as a component of salary and other compensation expenses in the statements of operations and was $1,775,687 and $4,205,730 for 2013 and 2012 respectively.
	Fair Value Measurements
	The fair value hierarchy established by ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in valuation techniques into three levels as follows:
	·    Level 1 - Observable inputs - unadjusted quoted prices in active markets for identical assets and liabilities;
	·    Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data; and
	·    Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable.
	Net Loss per Common Share
	Loss per share ("EPS") is computed based on weighted average number of common shares outstanding and excludes any potential dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock, which would then share in the earnings of the Company. The shares issuable upon the exercise of stock options and warrants are excluded from the calculation of net loss per share for the years ended December 31, 2013 and 2012 because their effect would be antidilutive. The following shares were accordingly excluded from the net income/loss per share calculation.
		Years ended
		December 31,
		2013	2012
	Stock warrants	4,817,533	2,131,276
	Stock options	5,679,374	402,500
	Stock options - Class M	-	18,650
	Total shares excluded	10,496,907	2,552,426
	Business Combination - Acquisition of Ad Network Assets of Travora Media
	On February 6, 2013, Travora Networks, Inc. (“TNI”), a wholly owned subsidiary of MediaShift, Inc. executed an asset purchase agreement with Travora Media, Inc. (“Travora” or “Seller”) to acquire Travora’s digital advertising network business, which was effective on February 1, 2013.  Activity from February 1st to February 6th was immaterial. Headquartered in New York City, Travora provides an established publishing network, advertiser and agency relationships, and an experienced ad sales and ad operations team. Travora represents over 300 established travel brands across desktop, tablet, and mobile platforms.  Travora achieved revenues of approximately $13.0 million and $10.9 million in 2011 and 2012 respectively. TNI retained approximately 20 of Travora’s former employees and will continue to operate out of New York City.
	The acquisition was accounted for using the acquisition method of accounting.  Accordingly, the assets acquired and liabilities assumed were measured at their estimated fair value at the acquisition date.  Travora’s results of operations will be included in the Company’s consolidated financial statements from February 1, 2013.
	The preliminary allocation of the purchase price based on the fair value of the acquired assets, less liabilities assumed, as of February 6, 2013, amounted to $5,782,828. An additional adjustment of $304,451 was made subsequent to February 6, 2013, therefore the total consideration was $6,087,279.
	The fair value of the consideration to Seller is as follows:
	Cash consideration to Seller		$804,451
	Payment of Eastward Capital Partners debt		1,750,000
Assumption of Eastward Capital Partners debt		2,250,000
Balance of consideration to be paid in MediaShift common stock	700,000
Less allowance for audit expenses	-70,000
Less amount of Aged Accounts Payable	-138,000
Less estimated reduction for Target Working Capital deficiency	-592,000	-100,000
		4,704,451
Contingent consideration:
Earn-out consideration for publisher retention		67,747
Earn-out consideration for revenue targets		1,315,081
Total consideration		$6,087,279
As part of the purchase price paid in the transaction, TNI assumed Seller’s $4,000,000 obligations to Eastward Capital Partners.
The significant identifiable tangible assets acquired include primarily accounts receivable and property, plant and equipment.  Intangible assets include contracts, business relationships, trademarks and domain names.
Earnout Consideration
As part of the acquisition, TNI agreed to issue additional cash to the sellers, contingent upon TNI meeting certain operating performance targets: publisher retention goals for 360 days following the acquisition date and revenue goals for the year ending December 31, 2013. As discussed in “Contingent Earnout Liabilities - Travora Earnout Consideration”, the estimated fair value of the contingency was $1,382,828 on the acquisition date and $0 as of December 31, 2013. Changes are recorded as a gain or loss on the Contingent Liability and are included in Other Income on the Income Statement.  The changes were a gain of $1,382,828 for the year ending December 31, 2013.
The following table summarizes the fair value of the assets acquired and the liabilities assumed in thousands:
Accounts receivable	$	2,716
Prepaid expenses & deposits		5
Fixed assets		91
Intangible assets		5,727
Accounts payable		-1,856
Other accrued expense		-596
Net assets acquired	$	6,087
Intangible Assets
Mediashift management determined the estimated fair value of intangibles acquired based on the methods described below. Based on the preliminary assessment, the acquired intangible asset categories, fair value and amortization periods, generally on a straight line basis are as follows:
	Fair		Amortization
	Value at		Period
	2/6/13
Trademark Portfolio	$856,890		Indefinite
Publisher Relationships	3,573,596		15 years
Goodwill	1,296,387		N/A
Total Intangible	$5,726,873
·    The fair value of the Trademark portfolio was determined based on the “relief from royalty” method, an approach under which fair value is estimated to be the present value of royalties saved because we own the intangible asset and therefore do not have to pay a royalty for its use.  The fair value for the publisher relationships was determined based on the “excess earning method”, of income approach.  Estimated discounted cash flows associated with existing customers and projects were based on historical and market participant data.
·      The Company amortizes the intangible assets over the estimated useful lives noted above. For the publisher relationship assets, as the pattern of consumption of the economic benefits of the intangible assets cannot be reliably determined, the Company amortizes these acquired intangible assets over their estimated useful lives on a straight-line basis. Amortization commences once the asset has been placed in service.
·    After an analysis of the current and forecasted financial future of the Travora subsidiary, it was determined that the intangible asset was impaired and it was necessary to write off the asset.  Forecasted revenue from Travora is not expected to generate profitability over the foreseeable life of the asset.  While the Company believes that the subsidiary still has strategic value to the overall value of Mediashift, on a standalone basis it cannot achieve the forecasted financial returns required to maintain the anticipated asset value booked at the time of the acquisition.  In accordance with GAAP, the Company has written off the asset and recorded an Impairment of $5,408,709.
The significant identifiable tangible assets acquired include primarily accounts receivable and fixed assets.  The Company determined that the book value of accounts receivable reflected fair value of those assets.  The Company determined the book value of the fixed assets reflected fair value of those assets.
The following pro forma information for the period ending December 31, 2013 and 2012 presents the results of operations as if the TNI acquisition had occurred January 1, 2012. The supplemental pro forma information has been adjusted to include:
·    the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment, based on the purchase price allocation;
·    the pro forma impact of interest expense on the assumption of the Eastward Debt of $2,250,000
The pro forma results are presented for illustrative purposes only and are not necessarily indicative of or intended to represent the results that would have been achieved had the transaction been completed on January 1, 2012 or that may be achieved in the future.  The pro forma results do not reflect any operating efficiencies and associated cost savings that the Company may, or may not, achieve with respect to the combined companies.
	Year ended
	December 31,
	2013	2012
Revenues	7,568,147	10,893,929
Income (Loss) from continuing operations, before provision for income taxes	-22,694,661	-6,677,799
Income (Loss) from continuing operations	-22,698,686	-6,699,142
Net Income (Loss)	-22,698,686	-10,077,422
Weighted average common shares outstanding:
Basic	18,482,996	4,428,229
Diluted	18,482,996	4,428,229
Earnings per share:
Basic - Income (Loss) from continuing operations	-1.23	-1.51
Basic - Net Income (Loss)	-1.23	-1.51
Diluted - Income (Loss) from continuing operations	-1.23	-1.51
Diluted - Net Income (Loss)	-1.23	-1.51
Contingent Earnout Liabilities - Travora Earnout Consideration
As part of the Travora Networks, Inc. (“TNI”) acquisition on February 6, 2013, the Company agreed to issue additional cash to the sellers, contingent upon TNI meeting certain publisher retention goals and revenue performance targets.
Publisher Retention Earnout Payments
The Seller shall be entitled to receive, in two installments, Publisher Retention Earnout Payments equaling, in the aggregate, up to $1,000,000.   In the event that the number of Publishers retained by TNI for the initial 180 day period following the Closing Date is equal to or exceeds eighty-five percent (85%) of the Baseline Number of Publishers, the Company shall pay to the Seller an amount equal to the product of $500,000 multiplied by a fraction, the numerator of which is the actual number of Publishers retained by the Company and the denominator of which is the Baseline Number of Publishers.
In the event that the number of Publishers retained by the Company for the second 180 day period following the Closing Date is equal to or exceeds the Baseline Number of Publishers, the Company shall pay to the Seller an amount equal to the product of $500,000 multiplied by a fraction, the numerator of which is the actual number of Publishers retained and the denominator of which is Baseline Number of Publishers.
Notwithstanding the foregoing, if any three (3) of the Seller’s Major Publishers, in the aggregate, cease doing business with TNI during the initial publisher retention earnout period, then no initial publisher retention earnout payment or second publisher retention earnout payment shall be paid to the Seller and if during the second publisher retention earnout period, then no second publisher retention earnout payment shall be paid to the Seller.
The estimated fair value of the Publisher Retention Earnout Payments contingent earnout consideration on the acquisition date was $67,747 and $0 as of December 31, 2013.  Changes are recorded as a gain or loss on the Contingent Liability and are included in Other Income on the Income Statement.  The changes were a gain of $67,747 as of December 31, 2013.
Revenue Goal Earnout Payments
The Seller shall be entitled to receive, in two installments, Revenue Goal Earnout Payments equaling, in the aggregate, up to $2,000,000.  In the event that Ad Network Revenue for the period beginning on January 1, 2013 and ending on June 30, 2013 is equal to or exceeds $5,159,700, the Company shall pay to the Seller an amount equal to the lesser of the product of $1,000,000 multiplied by a fraction, the numerator of which is the actual Ad Network Revenue achieved during the Initial Revenue Goal Earnout Period and the denominator of which is $5,733,000 and $1,000,000.
In the event that Ad Network Revenue for the period beginning on July 1, 2013 and ending on December 31, 2013 is equal to or exceeds $6,407,100, the Company shall pay to the Seller an amount equal to the lesser of the product of $1,000,000 multiplied by a fraction, the numerator of which is the actual Ad Network Revenue achieved during the Second Revenue Goal Earnout Period and the denominator of which is $7,119,000 and $1,000,000.
The estimated fair value of the Revenue Goal Earnout Payments contingent consideration on the acquisition date was $1,315,081 and $0 as of December 31, 2013. Changes are recorded as a gain or loss on the Contingent Liability and are included in Other Income on the Income Statement.  The changes were a gain of $1,315,081 for the year ending December 31, 2013.
New Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement (“ASU 2011-04”), which amended ASC 820, Fair Value Measurements (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the disclosure requirements. ASU 2011-04 will be effective for us beginning January 1, 2012. The adoption of ASU 2011-04 did not have a material effect on our financial statements or disclosures.
Management evaluates events occurring to the date of the financial statements in determining the accounting for and disclosure of transactions and events that affect the financial statements. Subsequent events have been evaluated through April 15, 2014, which is the date financial statements were available to be issued.  Management has determined that the events noted in Note 11 required disclosure.

Property_and_Equipment_Note

Property and Equipment, Note	12 Months Ended
	Dec. 31, 2013
Notes	'
Property and Equipment, Note	'
	3.  Property and Equipment
	Property and equipment, at cost, consists of the following:
		December 31,
		2013	2012
	Furniture and fixtures	179,555	$16,609
	Computer and office equipment	345,968	168,818
	Leasehold improvements	66,988	6,396
	Accumulated depreciation	-146,412	-28,004
	Property and equipment, net of depreciation	446,099	$163,819

Patents_Note

Patents, Note	12 Months Ended
	Dec. 31, 2013
Notes	'
Patents, Note	'
	4.  Patents
	The Company has filed for domestic and international patent protection on its technology. In the United States, three patents have been issued and eight are pending. Internationally, no patents have been issued. Patents, at cost, consist of the following:
		December 31,
		2013	2012
	Patents	$301,868	$215,070
	Accumulated amortization	-5,078	-
	Patents, net of amortization	$296,790	$215,070

Commitments_and_Contingencies_

Commitments and Contingencies, Note	12 Months Ended
	Dec. 31, 2013
Notes	'
Commitments and Contingencies, Note	'
	5. Commitments and Contingencies
	Operating Leases - In January 2012, the Company entered into an operating lease agreement that commenced February 2012 for its offices in Glendale, California which expires on February 19, 2014. On February 7, 2014, the lease was extended to February 15, 2015.  On April 3, 2013, the Company entered into an operating lease agreement that commenced on May 16, 2013 for its offices in New York, New York which expires on June 15, 2018.  On April 4, 2013, the Company entered into an operating lease agreement that commenced April, 2013 for its corporate office in Newport Beach, California which expires on April 30, 2014.
	Future minimum lease commitments are as follows:
	Years ending December 31,	Amount
	2014	351,172
	2015	240,342
	2016	232,640
	2017	239,620
	2018	111,038
		$1,174,812

Note_Payable_and_Convertible_N

Note Payable and Convertible Note and Warrants	12 Months Ended
	Dec. 31, 2013
Notes	'
Note Payable and Convertible Note and Warrants	'
	6.  Note Payable and Convertible Note and Warrants
	8% Convertible Promissory Notes
	During March of 2013, we received $6,944,350 pursuant to a private placement of 8% convertible promissory notes (the “8% Notes”). On March 20, 2013, the Company’s Board of Directors authorized an increase from maximum proceeds of $7,000,000 to maximum proceeds of $8,500,000, with a new closing date of April 5, 2013, subject to a ten business day extension at the Company’s option. As of the final closing date of April 19, 2013, a total of $7,767,344 in proceeds had been raised. On March 27, 2013, the Company exercised its option to convert all principal and accrued interest received prior to the end of the quarter to common shares (see below). On April 26, 2013, the Company exercised its option to convert all principal received following the end of the quarter and prior to the final closing date of the financing to common shares.  A total of $2,250,000 of the proceeds was used to finance the Travora acquisition. The Company used the balance of the proceeds to finance the remaining financial commitments pursuant to the Travora acquisition and for working capital purposes. The terms of the 8% Notes are as follows:
	·    Bearing interest at 8% per annum,
	·    Principal and interest due and payable on or before February 15, 2015,
	·    Prepayable by the Company upon 30 days’ notice,
	·    The 8% Notes are convertible into MediaShift common stock at the rate of $3.00 per share subject to antidilution provisions which provide that if the Company issues securities at a price below the conversion price of the 8% Notes, the conversion price will be reduced to the lower amount,
	·    The 8% Notes may be converted at any time prior to maturity date at the option of the holder or the Company, and
	·    8% Note holders received warrants to purchase MediaShift common stock in an amount equal to the number of shares the 8% Notes are convertible into. Half of the warrants are exercisable at $4.00 per share up to July 31, 2013 and half are exercisable at $6.00 per share up to July 31, 2014.
	The maximum number of common shares that may be issued through, as applicable, the conversion of the 8% Notes and accrued interest and the exercise of the warrants which were sold in this private placement, is 5,193,346 shares.  The 8% Notes were offered and sold by officers and directors of the Company who received no remuneration for the sale of the securities, as well as by three placement agents who received commission of 6% of principal raised by those agents. Sales of the 8% Notes were made pursuant to Section 4(a)(5) and Section 4(a)(2) of the Securities Act, and Rule 506 promulgated thereunder, solely to “accredited investors” as defined in Rule 501(a) of Regulation D.  The securities sold in this transaction were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
	The 8% Note’s conversion feature was determined to be an embedded derivative liability and therefore was bifurcated from the note and recorded at fair value at issuance and is required to be adjusted to fair value at the end of each reporting period. The collective fair value of the conversion feature at the date of issuance calculated using the Black Scholes model totaled $3,114,596. The Company recorded the fair value of the conversion feature as a contra liability offsetting the respective term loan amounts and a corresponding derivative liability, that will be marked to market at each reporting period. The 8% Notes were issued with two year warrants to purchase an aggregate of 1,294,557 common shares at $4.00 per share and 1,294,557 common shares at $6.00. The warrants are exercisable immediately after issuance and expire in 2 years. The fair value of the warrants of $4,368,649 was calculated using the Black-Scholes option pricing model at the date of issuance using the following assumptions: dividend yield of 0%, expected volatility ranging from 173% to 235%, risk free interest rate ranging from 0.09% to 0.20%, and a contractual life of two years. The Company recorded the relative fair value of the warrants of $2,203,761 to loan warrant discount as a contra liability offsetting the respective term loan amounts. The total discount attributable to the issuance of the 8% Notes was $4,928,713.  The debt discount that was amortized was $484,271, and was included as interest expense on the Income Statement. On March 27, 2013, and April 26, 2013, the 8% Notes were extinguished by the company, on those dates the collective fair value of the conversion feature was $3,114,596. Accordingly, the Company recorded the change in fair value of $659,787 as a loss on derivative liabilities for the six month period ended June 30, 2013. The 8% Notes were extinguished via the issuance of 2,610,903 shares of common stock with a fair value of $11,604,760.  The net carry value of the related debt and conversion feature was $6,613,014.  Accordingly the company recorded a $4,991,513 loss on extinguishment of debt.
	On July 25, 2013, the Company received consent from the Board of Directors to approve an extension of the $4 warrants of the 8% Convertible Notes from July 31, 2013 to July 31, 2014.  In addition, any warrants exercised on or before September 20, 2013 were granted a new warrant to purchase additional common stock at $4 per share on or before July 31, 2014.  The fair value of the warrants extension of $1,282,795 was calculated using the Black-Scholes option pricing model.  116,667 warrants were exercised and replaced, which resulted in net proceeds of $466,668.  The fair value of the warrant replacement of $270,185 was calculated using the Black-Scholes option pricing model.
	In November 2013, the Company issued $50,000 in a two year 8% convertible note to one investor.  The 8% Note was issued with a conversion price of the lesser of $3.50 per share or the product of .90 and the next financing price.  It also included the right to receive an additional ½ of a Warrant for every 3.50 invested in common shares at $3.50 per share.  The warrants were exercisable immediately after issuance and expire in 2 years. The fair value of the warrants of $15,438 was calculated using the Black-Scholes option pricing model at the date of issuance using the following assumptions: dividend yield of 0%, expected volatility of 151%, risk free interest rate of 0.34% and a contractual life of two years. The Company recorded the fair value of the warrants of $15,438 to loan warrant discount as a contra liability offsetting the respective term loan amounts on the Balance Sheet.
	10% Convertible Notes
	On November 5, 2012, the Company issued an aggregate of $500,000 in two year 10% convertible notes (the “10% Notes”) to two investors, and on November 7, 2012 the Company issued an aggregate of $500,000 in two year 10% convertible notes to three additional investors. The 10% Notes may be prepaid by the Company with fifteen days’ notice, and may be converted into the Company’s common stock at the lesser of 80% of the Company’s fair market value at the time of conversion or $8.00 per share. The 10% Notes were issued with two year warrants to purchase an aggregate of 100,000 common shares at $6.50 per share. The warrants are exercisable immediately after issuance and expire in 2 years. The fair value of the warrants of $284,251 was calculated using the Black-Scholes option pricing model at the date of issuance using the following assumptions: dividend yield of 0%, expected volatility of 102% and 104%, risk free interest rate of 0.28% and 0.27% and a contractual life of two years. The Company recorded the fair value of the warrants of $284,251 to loan warrant discount as a contra liability offsetting the respective term loan amounts on the Balance Sheet.
	The fair value of the conversion feature on December 31, 2012 calculated using the Black Scholes model totaled $534,251 and is reflected as a discount to the 10% Notes. The discount attributable to the issuance date aggregate fair value of the conversion options and warrants, totaling $750,292, was amortized using the straight line interest method over the term of the 10% Notes. The intrinsic value of the conversion option in the 10% Notes totaling $534,251 was calculated in accordance with ASC 470 and recorded, on the issuance date, as additional paid in capital and a corresponding reduction of the carrying value of the 10% Notes.  The discount remaining was $222,605 and $750,292 as of December 31, 2013 and 2012 respectively.
	On September 16, 2013, the Company issued $35,000 in a one year 10% convertible note to one investor. The 10% Notes may be prepaid by the Company with fifteen days’ notice, and may be converted into the Company’s common stock  at $3.50 provided the per share trading price of the Common Stock is at least $6.00 per share for five consecutive trading days prior to such conversion. The 10% Notes were issued with one year warrants to purchase ½ of a Warrant for every 3.50 invested of common shares at $4.00 per share. The warrants are exercisable immediately after issuance and expire in 1 year. The fair value of the warrants of $5,686 was calculated using the Black-Scholes option pricing model at the date of issuance using the following assumptions: dividend yield of 0%, expected volatility of 155%, risk free interest rate of 0.04% and a contractual life of one year. The Company recorded the fair value of the warrants of $5,686 to loan warrant discount as a contra liability offsetting the respective term loan amounts on the Balance Sheet.
	In October of 2013, the Company issued $175,000 in a one year 10% convertible notes to four investors.  The 10% Notes may be prepaid by the Company with fifteen days’ notice, and may be converted into the Company’s common stock  at $3.50 provided the per share trading price of the Common Stock is at least $6.00 per share for five consecutive trading days prior to such conversion. The 10% Notes were issued with one year warrants to purchase ½ of a Warrant for every 3.50 invested of common shares at $3.50 per share. The warrants are exercisable immediately after issuance and expire in 1 year. The fair value of the warrants of $29,080 was calculated using the Black-Scholes option pricing model at the date of issuance using the following assumptions: dividend yield of 0%, expected volatility of 134% - 136% , risk free interest rate of 0.10% - 0.16% and a contractual life of one year. The Company recorded the fair value of the warrants of $29,080 to loan warrant discount as a contra liability offsetting the respective term loan amounts on the Balance Sheet.
	10% Promissory Notes
	On November 19, 2013, the Company issued $100,000 in a 10% promissory notes to one investor.  The 10% Notes may be prepaid in whole or in part at any time without premium, penalty or prior written notice. The 10% interest accrues monthly.
	12% Promissory Notes
	On September 17, 2013, the Company issued $500,000 in a 90 day 12% promissory notes to two investors.  The 12% Notes may be prepaid in whole or in part at any time without premium, penalty or prior written notice.  The 12% interest is payable monthly.  The principal amount is due and payable December 17, 2013, provided, however, that a payment of $250,000 is due on the date the Company raises $1,000,000 in debt or equity capital; and provided, further, that the balance of the Principal Amount is due on the date the Company raises $2,000,000 in debt or equity capital.
	In November and December of 2013, the Company issued $495,000 in 12% promissory notes with various investors.  The 12% Notes may be prepaid in whole or in part at any time without premium, penalty or prior written notice.  The 12% interest accrues monthly.
	The aggregate amount of principal maturities for the next five years follows:
	Years ending December 31,	Amount
	2014	$2,579,662
	2015	1,163,639
	2016	440,226
		$4,183,527
	Line of Credit
	In March 2011, the Company entered into a lending facility that provides for advances of up to $500,000 with interest at 12% per annum payable monthly. The facility was provided by an investor in our preferred stock.  On September 17, 2013, the line of credit expired, and no advances are available. As of December 31, 2012, there was no balance outstanding on the facility.
	In June 2013, the Company entered into a loan agreement that provides for advances of up to $250,000 with interest at 10% per annum payable monthly, plus an origination fee of 2.5% added to the principal amount.  As of December 31, 2013, there was no balance outstanding on the agreement.
	In November 2013, the Company approved a line of credit against the outstanding Accounts Receivable of up to $2,500,000.  The terms of the line include interest of 1.75% per month on the outstanding balance, and a $1,000 origination fee.  There is no prepayment penalty.  As of December 31, 2013 there was a $114,524 balance outstanding on the agreement.

Stockholders_Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2013
Notes	'
Stockholders' Equity	'
	7.  Stockholders’ Equity
	Common Stock
	The Company is authorized to issue up to 100,000,000 shares of Common Stock (increased to 100,000,000 effective March 4, 2013.)  As of December 31, 2013, there are 22,498,527 shares of Common Stock issued and outstanding. The holders of our Common Stock are entitled to one vote per share. The holders of our Class M Preferred Stock are entitled to 200 votes for each Class M Preferred share they own on all matters to be voted on by the stockholders. All shares of Common Stock and Series M Preferred Stock are entitled to participate in any distributions or dividends that may be declared by the Board of Directors, subject to any preferential dividend rights of outstanding shares of our Preferred Stock. Subject to prior rights of creditors, all shares of Common Stock are entitled, in the event of our liquidation, dissolution or winding up, to participate ratably in the distribution of all our remaining assets. Our Common Stock has no preemptive or conversion rights or other subscription rights.
	Series M Preferred Stock
	In connection with the AdVantage merger and pursuant to the filing of a Certificate of Designation with the Nevada Secretary of State on August 28, 2012, the Board of Directors of the Company authorized the issuance of Class M Preferred Stock. Pursuant to the Merger Agreement, the Company agreed to issue shares of its Class M Preferred to the AdVantage Owners in exchange for the shares of AdVantage common stock and preferred stock (and to issue new options for shares of AdVantage common stock underlying AdVantage options).
	Holders of the Class M Preferred were entitled, on a post-Automatic Conversion basis, to the same rights and privileges, including voting rights, as holders of our common stock. The holders of our Class M Preferred Stock were entitled to 100 votes per share and one vote per common share on a post-Automatic Conversion and post-Reverse Stock Split basis on all matters to be voted on by the stockholders.  Pursuant to the Merger Agreement, the Company increased the number of shares of common stock that the Company is authorized to issue from 25,000,000 shares to 100,000,000 shares (the “Authorized Share Increase”). The Authorized Share Increase was affected by the Company filing an amendment to its Articles of Incorporation pursuant to a special meeting of shareholders on March 4, 2013.  Upon the effectiveness of the Authorized Share Increase on March 4, 2013, all of the issued and outstanding shares of Class M Preferred automatically converted into shares of the Company’s common stock at the Exchange Ratio of 100:1.
	Warrants and Options
	As of December 31, 2013, we have the following warrants and options outstanding:
	Common Stock Warrants
	Warrant summary	Number	Exercise price	Maximum	Expiration Date
		of warrants		proceeds
		outstanding
	Warrants issued in the preferred stock private placement	184,625	$12.00	2,215,500	2/28/14
	Warrants issued upon conversion of preferred stock	869,750	$   8.50	7,392,875	2/28/14
	Warrants issued our initial public offering	881,901	$10.00	8,819,010	2/28/14
	Warrants issued to our underwriters	95,000	$14.00	1,330,000	2/28/14
	Warrants issued with 10% convertible notes	100,000	$   6.50	650,000	11/5/14
	Warrants issued with 8% convertible notes	1,294,557	$   4.00	5,178,228	7/31/14
	Warrants issued with 8% convertible notes	1,294,557	$   6.00	7,767,342	7/31/14
	Warrants issued with 10% convertible notes	5,000	$   4.00	20,000	9/16/14
	Warrants issued with 12% promissory notes	60,000	$   4.00	240,000	9/17/14
	Warrants issued with 10% convertible notes	7,500	$   3.50	26,250	10/4/15
	Warrants issued with 10% convertible notes	10,000	$   3.50	35,000	10/14/15
	Warrants issued with 10% convertible notes	7,500	$   3.50	26,250	10/30/15
	Warrants issued with 10% convertible notes	7,143	$   3.50	25,000	11/11/15
	Total	4,817,533	various	33,725,455	various
	Options
	The Ad-Vantage Board of Directors adopted the Ad-Vantage Plan in September 2010. The Ad-Vantage Plan provided long-term incentives to employees, members of the Board, and advisers and consultants of the Company who were able to contribute towards the creation of or have created stockholder value by providing them stock options and other stock and cash incentives. Provisions such as vesting, repurchase and exercise conditions and limitations were determined by the Ad-Vantage Board of Directors on the grant date. The total number of shares that could be issued pursuant to the Ad-Vantage Plan could not exceed 1,250,000 shares, subject to adjustment in the event of certain recapitalizations, reorganizations, and similar transactions.
	As of December 31, 2012, 1,115,521 options had been granted under the Ad-Vantage Plan, and 929,917 remained outstanding at the time of the Merger, at which time they were exchanged for 92,991.70 Class M Preferred Options. No options will be granted under the Ad-Vantage Plan following the Merger.
	Deemed Dividend
	On July 31, 2013, the Board of Directors authorized and extended the expiration date of the outstanding warrants to July 31, 2014.  Except as so extended all other provisions of each class of warrants have not been altered or otherwise amended.  A deemed dividend of $1,282,795 for this extension of the warrant expiration dates was calculated using the Black-Scholes option-pricing model.  On November 21, 2012, the Board of Directors authorized and extended the expiration date of the outstanding warrants to February 28, 2014. Except as so extended all other provisions of each class of warrants have not been altered or otherwise amended. A deemed dividend of $3,384,730 for this extension of the warrant expiration dates was calculated using the Black-Scholes option-pricing model.

Income_Taxes_Note

Income Taxes, Note	12 Months Ended
	Dec. 31, 2013
Notes	'
Income Taxes, Note	'
	8.  Income Taxes
	MediaShift files income tax returns in the U.S. federal jurisdiction and the states of California, New York, Florida, Georgia and Illinois. There are currently no income tax examinations underway for these jurisdictions.
	MediaShift provides deferred income taxes for differences between the tax reporting bases and the financial reporting bases of assets and liabilities. Provision for (benefit from) income taxes from continuing operations consists of the following:
		2013		2012
	Current:
	Federal	$	-	$	-
	State		4,025		2,400
			4,025		2,400
	Deferred:
	Federal		-6,132,778		-1,870,543
	State		-466,407		-320,837
	Valuation allowance		6,599,185		2,191,380
			-		-
	Total	$	4,025	$	2,400
	The benefit from income taxes differs from the amount computed by applying the federal statutory income tax rate to losses from continuing operations before income taxes. The sources and tax effects of the differences are as follows:
		2013	2012
	Statutory Rate	34.00%	34.00%
	State Income Taxes, Net of Federal Benefit	3.65%	5.80%
	Permanent items	0.00%	-15.70%
	Change in valuation allowance	-35.03%	-24.10%
	Prior year true up	0.00%	-0.10%
	Other	-2.62%	0.10%
	Tax Rate	0.00%	0.00%
	Deferred income taxes on the balance sheet result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax liability at December 31 are as follows:
		2013		2012
	Deferred tax assets:
	Bad debt allowance	$	62,056	$	14,076
	Compensation accruals		54,631		27,577
	Accrued expenses		33,120		24,546
	Other - Current		1,020		-
	Subtotal Current	$	150,827	$	66,199
	Stock based compensation	$	155,016	$	1,096,204
	Depreciation		33,535		3,248
	NOL carryforwards		13,191,864		1,385,620
	NOL carryforwards - JMG		-		7,404,603
	Property basis difference		416,921		416,917
	Intangibles		1,598,809		-
	Issuance of convertible debt		2,260,520		-
	Other - Noncurrent		37,405		31,277
	Subtotal Noncurrent	$	17,694,070	$	10,337,869
	Deferred tax liabilities:
	Current:
	State tax		-6,248		-
	Other		-1,983		-
	Subtotal Current	$	-8,231		-
	Non-current
	State tax	$	-833,412		-
	Subtotal Noncurrent		-833,412		-
	Net deferred tax asset/(liabilities)	$	17,003,254	$	10,404,068
	Valuation allowance		-17,003,254		-10,404,068
		$	-	$	-
	A full valuation allowance has been provided against the Company's deferred tax assets at December 31, 2013, as the Company believes it is more likely than not that sufficient taxable income will not be generated to realize these temporary differences.
	As of December 31, 2013, the Company has net operating losses for federal and state income tax purposes of approximately $12.1M which are available to offset future taxable income and which will begin to expire in 2031.
	The Company provides for uncertain tax positions when such tax positions do not meet the recognition thresholds or measurement standards as set forth in ASC Topic 740 "Income Taxes" regarding accounting for uncertainty in income taxes.  Amounts for uncertain tax positions are adjusted in periods when new information becomes available or when positions are effectively settled.  There are no unrecognized benefits related to uncertain income tax positions as of December 31, 2009.  The Company does not anticipate that there will be material change in the balance of unrecognized tax benefits within the next 12 months.
	Under accounting for uncertainty in income taxes, evaluation of a tax position is a two-step process.  The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based upon the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of the benefit to be recognized in the financial statements.  A tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon the ultimate settlement.
	Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met.  Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.
	Interest and penalties associated with unrecognized tax benefits are recorded in nonoperating income and expenses and selling, general and administrative expenses, respectively.
	As of December 31, 2013, the general statute of limitation is open for tax years begins with tax year ended 2009 and 2010 for federal and state income tax purposes, respectively.

Related_Party_Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2013
Notes	'
Related Party Transactions	'
	9.  Related Party Transactions
	The Company utilizes the programming services of a company managed by its Chief Technology Officer. Payments to this company were $148,734 and $198,492 for the years ended December 31, 2013 and 2012, respectively.

Discontinued_Operations_Note

Discontinued Operations, Note	12 Months Ended
	Dec. 31, 2013
Notes	'
Discontinued Operations, Note	'
	10.  Discontinued Operations
	In connection with the Merger, the Company continues to have nominal assets on its books related to the Oil and Gas business.  MediaShift is continuing to pursue spinning off the O&G Operations for the benefit of the Company’s pre-Merger stockholders as soon as may be practicable.
	Effective November 21, 2012, our Board of Directors authorized management to pursue a spin-off of the O&G Operations following management’s determination that the O&G Operations were not material to the Company’s operations, assets or future commercial activity and we expect the following outline of steps to occur in connection with the proposed spin-off: (i) the O&G Operations, including all related assets and liabilities, will be contributed to a new corporation, to be domiciled in Nevada ("JMG  Oil") in exchange for 500,000 shares of JMG Oil, (ii) thereafter JMG Oil intends to issue 4,500,000 of its shares to unrelated accredited investors for $50,000 and certain indemnities relating to the O&G Operations, (iii) the Company proposes to spin off its 500,000 shares of JMG Oil to its stockholders as of immediately before the Merger (the “Pre-Merger Stockholders”).  JMG Oil will bear the costs and expenses of these transactions.  We expect this transaction to occur sometime in 2014.

Subsequent_Events

Subsequent Events	12 Months Ended
	Dec. 31, 2013
Notes	'
Subsequent Events	'
	11.  Subsequent Events
	We filed April 7, 2014 to deregister our common stock under the Exchange Act and become a non-reporting company under the Exchange Act.  The Company filed with the SEC a Form 15, Notice of Termination of Registration and Suspension of Duty to File, to terminate its reporting obligations under the Exchange Act.  With the filing of the Form 15, our obligation to file reports, and other information under the Exchange Act, such as Forms 10-K, 10-Q and 8-K has be suspended.  The deregistration of the Company’s common stock under the Exchange Act will become effective 90 days after the date on which the Form 15 was filed.  The Company is eligible to deregister under the Exchange Act because its common stock was held of record by fewer than 300 persons. Delisting and deregistration of the Company's common stock could negatively affect the liquidity and trading prices of our common stock.
	In the first Quarter of 2014, the Company issued $1,025,000 in 12% debt, and $250,000 in 8% Convertible Notes.  In April, the company issued another $80,000 in 12% debt.
	As part of the Companies capital raising plans, the Company has engaged the services of a number of outside firms to generate the necessary working capital requirements.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies: Presentation (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Presentation	'
	Presentation
	The accompanying consolidated financial statements include the accounts of MediaShift, Inc. and our subsidiaries Ad-Vantage Networks, Inc and Travora Networks, Inc. Intercompany balances have been eliminated in consolidation. On March 4, 2013, the Company announced the effectiveness of a one-for-two reverse stock split. All share and per share information, including earnings per share, in this Form 10-K have been retroactively adjusted to reflect this reverse stock split and certain items in prior period financial statements have been revised to conform to the current presentation. Our net loss is equivalent to our comprehensive loss so we have not presented a separate statement of comprehensive loss.

Summary_of_Significant_Account2

Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Use of Estimates	'
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Summary_of_Significant_Account3

Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Cash and Cash Equivalents, Policy	'
	Cash and Cash Equivalents
	The Company considers all highly liquid investments with a maturity at the date of purchase of three months or less to be cash equivalents.

Summary_of_Significant_Account4

Summary of Significant Accounting Policies: Cash Concentration (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Cash Concentration	'
	Cash Concentration
	The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The company has not experienced any losses in such accounts and does not believe that it is exposed to any significant credit risk on cash.

Summary_of_Significant_Account5

Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Fair Value of Financial Instruments	'
	Fair value of Financial Instruments
	The estimated fair values are determined at discrete points in time based on relevant market information.  These estimates involve uncertainties and cannot be determined with precision. The estimated fair values of all financial instruments on the Company's balance sheets were determined by using available market information and appropriate valuation methodologies.  Fair value is described as the amount at which the instrument could be exchanged in a current transaction between informed willing parties, other than a forced liquidation.  However, considerable judgment is required in interpreting market data to develop the estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.  The Company does not have any off balance sheet financial instruments.
	Trade accounts receivable, accounts payable and certain other current assets and liabilities are reported on the balance sheet at carrying value which approximates fair value due to the short-term maturities of these instruments.
	The fair value of the Company’s debt is estimated based on current rates offered to the Company for similar debt and approximates carrying value.

Summary_of_Significant_Account6

Summary of Significant Accounting Policies: Property and Equipment, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Property and Equipment, Policy	'
	Property and Equipment
	Depreciation of property and equipment is provided for by the straight-line method over the three to seven year estimated useful lives of the related assets. Leasehold improvements are amortized over the lesser of the assets’ useful lives or the remaining term of the lease.

Summary_of_Significant_Account7

Summary of Significant Accounting Policies: Impairment of Long-lived Assets (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Impairment of Long-lived Assets	'
	Impairment of Long-Lived Assets
	When assets are placed into service, we make estimates with respect to their useful lives that we believe are reasonable. However, factors such as competition, regulation, or environmental matters could cause us to change our estimates, thus impacting the future calculation of depreciation and depletion. We evaluate long-lived assets for potential impairment by identifying whether indicators of impairment exist and, if so, assessing whether the long-lived assets are recoverable from estimated future undiscounted cash flows. The actual amount of impairment loss, if any, to be recorded is equal to the amount by which a long-lived asset’s carrying value exceeds its fair value. Estimates of future discounted cash flows and fair values of assets require subjective assumptions with regard to future operating results and actual results could differ from those estimates.

Summary_of_Significant_Account8

Summary of Significant Accounting Policies: Intangible Assets, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Intangible Assets, Policy	'
	Intangible Assets
	The Company evaluates intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets and other long-lived assets is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends, and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.
	After an analysis of the current and forecasted financial future of the Travora subsidiary, it was determined that the intangible asset was impaired and it was necessary to write off the asset.  Forecasted revenue from Travora is not expected to generate profitability over the foreseeable life of the asset.  While the Company believes that the subsidiary still has strategic value to the overall value of Mediashift, on a standalone basis it cannot achieve the forecasted financial returns required to maintain the anticipated asset value booked at the time of the acquisition.  In accordance with GAAP, the Company has written off the asset and recorded an Impairment of $5,408,709.

Summary_of_Significant_Account9

Summary of Significant Accounting Policies: Patents, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Patents, Policy	'
	Patents
	Legal costs, patent registration fees, and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.

Recovered_Sheet1

Summary of Significant Accounting Policies: Revenue Recognition (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Revenue Recognition	'
	Revenue Recognition
	The Company recognizes revenue when persuasive evidence of an arrangement exits, collection of the related receivable is reasonably assured, the fees are fixed or determinable, and as services are provided.  Income is recognized as earned when an ad is either placed for viewing by a visitor to a member network publisher or internet access providers’ proprietary networks or when the customer “clicks through” on the ad, depending on the terms with the individual advertisers.  In certain cases, the Company records revenue based on industry accepted information from third parties.  The Company accrues any revenue sharing percentage with the network provider at the same time. For Wi-Fi Providers, the Company records revenue net of the revenue sharing agreements.

Recovered_Sheet2

Summary of Significant Accounting Policies: Concentration of Credit Risk (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Concentration of Credit Risk	'
	Concentration of Credit Risk
	The Company conducts business with companies in Canada, New Zealand, England, Europe and Australia as part of its ongoing advertising business. This results in a number of receivables denominated in the currencies of those countries, with about $325,000 in receivables outstanding at any time. The company does not engage in hedging activities to offset the risk of exchange rate fluctuations on these payables. During 2013, the company incurred foreign exchange losses of $31,408.

Recovered_Sheet3

Summary of Significant Accounting Policies: Allowance For Doubtful Accounts (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Allowance For Doubtful Accounts	'
	Allowance for Doubtful Accounts
	The allowance is established through a provision for bad debts charged to expense. Receivables are charged against the allowance for uncollectible accounts when management believes that collectability is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on an evaluation of the collectability of accounts receivable, overall accounts receivable quality, review of specific problem accounts receivable, and current economic conditions that may affect the customer’s ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. Recoveries of receivables previously written off are recorded when received.  The company has recorded an allowance for doubtful accounts of $119,949 for December 31, 2013.
	The company also estimates an allowance for sales credits based on historical credits.  The allowance for sales credits is the Company’s best estimate of expected future reductions in advertisers’ payment obligations for delivered services.

Recovered_Sheet4

Summary of Significant Accounting Policies: Income Taxes, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Income Taxes, Policy	'
	Income Taxes
	The Company accounts for income taxes using the asset and liability method of accounting for deferred income taxes.
	The provision for income taxes includes federal and state income taxes currently payable and deferred taxes resulting from temporary differences between the financial statement and tax bases of assets and liabilities.  Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
	With respect to uncertain tax positions, the Company would recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits to be recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. The Company’s reassessment of its tax positions did not have a material impact on its results of operations and financial position.

Recovered_Sheet5

Summary of Significant Accounting Policies: Advertising, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Advertising, Policy	'
	Advertising
	Advertising costs are charged to expense as incurred and were $370,207 and $64,205 for 2013 and 2012 respectively.

Recovered_Sheet6

Summary of Significant Accounting Policies: Research and Development (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Research and Development	'
	Research and Development
	Research and development costs are expensed as incurred and were $402,457 and $202,703 for 2013 and 2012 respectively.

Recovered_Sheet7

Summary of Significant Accounting Policies: Stock-based Compensation, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Stock-based Compensation, Policy	'
	Stock-based compensation
	The Company accounts for the cost of Director/employee/adviser services received in exchange for the award of common stock options or warrants based on the fair value of the award on the date of grant. The fair value of each stock option grant or warrant was estimated on the date of grant using the Black-Scholes option-pricing model. The expected life assumption is based on the expected life assumptions of similar entities. Expected volatility is based on actual share price volatility of the Company’s stock of the preceding twelve months. The risk-free interest rate is the yield currently available on U.S. Treasury zero-coupon issues with a remaining term approximating the expected term used as the input to the Black-Scholes model. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods as options vest, if actual forfeitures differ from those estimates.
	The Company recognizes stock-based compensation expense as a component of salary and other compensation expenses in the statements of operations and was $1,775,687 and $4,205,730 for 2013 and 2012 respectively.

Recovered_Sheet8

Summary of Significant Accounting Policies: Fair Value Measurements (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Fair Value Measurements	'
	Fair Value Measurements
	The fair value hierarchy established by ASC 820 “Fair Value Measurements and Disclosures” prioritizes the inputs used in valuation techniques into three levels as follows:
	·    Level 1 - Observable inputs - unadjusted quoted prices in active markets for identical assets and liabilities;
	·    Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data; and
	·    Level 3 - Unobservable inputs - includes amounts derived from valuation models where one or more significant inputs are unobservable.

Recovered_Sheet9

Summary of Significant Accounting Policies: Net Loss Per Common Share, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Net Loss Per Common Share, Policy	'
	Net Loss per Common Share
	Loss per share ("EPS") is computed based on weighted average number of common shares outstanding and excludes any potential dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock, which would then share in the earnings of the Company. The shares issuable upon the exercise of stock options and warrants are excluded from the calculation of net loss per share for the years ended December 31, 2013 and 2012 because their effect would be antidilutive. The following shares were accordingly excluded from the net income/loss per share calculation.
		Years ended
		December 31,
		2013	2012
	Stock warrants	4,817,533	2,131,276
	Stock options	5,679,374	402,500
	Stock options - Class M	-	18,650
	Total shares excluded	10,496,907	2,552,426

Recovered_Sheet10

Summary of Significant Accounting Policies: Business Combination, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Business Combination, Policy	'
	Business Combination - Acquisition of Ad Network Assets of Travora Media
	On February 6, 2013, Travora Networks, Inc. (“TNI”), a wholly owned subsidiary of MediaShift, Inc. executed an asset purchase agreement with Travora Media, Inc. (“Travora” or “Seller”) to acquire Travora’s digital advertising network business, which was effective on February 1, 2013.  Activity from February 1st to February 6th was immaterial. Headquartered in New York City, Travora provides an established publishing network, advertiser and agency relationships, and an experienced ad sales and ad operations team. Travora represents over 300 established travel brands across desktop, tablet, and mobile platforms.  Travora achieved revenues of approximately $13.0 million and $10.9 million in 2011 and 2012 respectively. TNI retained approximately 20 of Travora’s former employees and will continue to operate out of New York City.
	The acquisition was accounted for using the acquisition method of accounting.  Accordingly, the assets acquired and liabilities assumed were measured at their estimated fair value at the acquisition date.  Travora’s results of operations will be included in the Company’s consolidated financial statements from February 1, 2013.
	The preliminary allocation of the purchase price based on the fair value of the acquired assets, less liabilities assumed, as of February 6, 2013, amounted to $5,782,828. An additional adjustment of $304,451 was made subsequent to February 6, 2013, therefore the total consideration was $6,087,279.
	The fair value of the consideration to Seller is as follows:
	Cash consideration to Seller		$804,451
	Payment of Eastward Capital Partners debt		1,750,000
	Assumption of Eastward Capital Partners debt		2,250,000
	Balance of consideration to be paid in MediaShift common stock	700,000
	Less allowance for audit expenses	-70,000
	Less amount of Aged Accounts Payable	-138,000
	Less estimated reduction for Target Working Capital deficiency	-592,000	-100,000
			4,704,451
	Contingent consideration:
	Earn-out consideration for publisher retention		67,747
	Earn-out consideration for revenue targets		1,315,081
	Total consideration		$6,087,279
	As part of the purchase price paid in the transaction, TNI assumed Seller’s $4,000,000 obligations to Eastward Capital Partners.
	The significant identifiable tangible assets acquired include primarily accounts receivable and property, plant and equipment.  Intangible assets include contracts, business relationships, trademarks and domain names.

Recovered_Sheet11

Summary of Significant Accounting Policies: Earnout Consideration, Policy (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Earnout Consideration, Policy	'
	Earnout Consideration
	As part of the acquisition, TNI agreed to issue additional cash to the sellers, contingent upon TNI meeting certain operating performance targets: publisher retention goals for 360 days following the acquisition date and revenue goals for the year ending December 31, 2013. As discussed in “Contingent Earnout Liabilities - Travora Earnout Consideration”, the estimated fair value of the contingency was $1,382,828 on the acquisition date and $0 as of December 31, 2013. Changes are recorded as a gain or loss on the Contingent Liability and are included in Other Income on the Income Statement.  The changes were a gain of $1,382,828 for the year ending December 31, 2013.
	The following table summarizes the fair value of the assets acquired and the liabilities assumed in thousands:
	Accounts receivable	$	2,716
	Prepaid expenses & deposits		5
	Fixed assets		91
	Intangible assets		5,727
	Accounts payable		-1,856
	Other accrued expense		-596
	Net assets acquired	$	6,087

Recovered_Sheet12

Summary of Significant Accounting Policies: Intangible Assets, Policy (2) (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Intangible Assets, Policy (2)	'
	Intangible Assets
	Mediashift management determined the estimated fair value of intangibles acquired based on the methods described below. Based on the preliminary assessment, the acquired intangible asset categories, fair value and amortization periods, generally on a straight line basis are as follows:
		Fair		Amortization
		Value at		Period
		2/6/13
	Trademark Portfolio	$856,890		Indefinite
	Publisher Relationships	3,573,596		15 years
	Goodwill	1,296,387		N/A
	Total Intangible	$5,726,873
	·    The fair value of the Trademark portfolio was determined based on the “relief from royalty” method, an approach under which fair value is estimated to be the present value of royalties saved because we own the intangible asset and therefore do not have to pay a royalty for its use.  The fair value for the publisher relationships was determined based on the “excess earning method”, of income approach.  Estimated discounted cash flows associated with existing customers and projects were based on historical and market participant data.
	·      The Company amortizes the intangible assets over the estimated useful lives noted above. For the publisher relationship assets, as the pattern of consumption of the economic benefits of the intangible assets cannot be reliably determined, the Company amortizes these acquired intangible assets over their estimated useful lives on a straight-line basis. Amortization commences once the asset has been placed in service.
	·    After an analysis of the current and forecasted financial future of the Travora subsidiary, it was determined that the intangible asset was impaired and it was necessary to write off the asset.  Forecasted revenue from Travora is not expected to generate profitability over the foreseeable life of the asset.  While the Company believes that the subsidiary still has strategic value to the overall value of Mediashift, on a standalone basis it cannot achieve the forecasted financial returns required to maintain the anticipated asset value booked at the time of the acquisition.  In accordance with GAAP, the Company has written off the asset and recorded an Impairment of $5,408,709.
	The significant identifiable tangible assets acquired include primarily accounts receivable and fixed assets.  The Company determined that the book value of accounts receivable reflected fair value of those assets.  The Company determined the book value of the fixed assets reflected fair value of those assets.
	The following pro forma information for the period ending December 31, 2013 and 2012 presents the results of operations as if the TNI acquisition had occurred January 1, 2012. The supplemental pro forma information has been adjusted to include:
	·    the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment, based on the purchase price allocation;
	·    the pro forma impact of interest expense on the assumption of the Eastward Debt of $2,250,000
	The pro forma results are presented for illustrative purposes only and are not necessarily indicative of or intended to represent the results that would have been achieved had the transaction been completed on January 1, 2012 or that may be achieved in the future.  The pro forma results do not reflect any operating efficiencies and associated cost savings that the Company may, or may not, achieve with respect to the combined companies.
		Year ended
		December 31,
		2013	2012
	Revenues	7,568,147	10,893,929
	Income (Loss) from continuing operations, before provision for income taxes	-22,694,661	-6,677,799
	Income (Loss) from continuing operations	-22,698,686	-6,699,142
	Net Income (Loss)	-22,698,686	-10,077,422
	Weighted average common shares outstanding:
	Basic	18,482,996	4,428,229
	Diluted	18,482,996	4,428,229
	Earnings per share:
	Basic - Income (Loss) from continuing operations	-1.23	-1.51
	Basic - Net Income (Loss)	-1.23	-1.51
	Diluted - Income (Loss) from continuing operations	-1.23	-1.51
	Diluted - Net Income (Loss)	-1.23	-1.51

Recovered_Sheet13

Summary of Significant Accounting Policies: Contingent Earnout Liabilities (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
Contingent Earnout Liabilities	'
	Contingent Earnout Liabilities - Travora Earnout Consideration
	As part of the Travora Networks, Inc. (“TNI”) acquisition on February 6, 2013, the Company agreed to issue additional cash to the sellers, contingent upon TNI meeting certain publisher retention goals and revenue performance targets.
	Publisher Retention Earnout Payments
	The Seller shall be entitled to receive, in two installments, Publisher Retention Earnout Payments equaling, in the aggregate, up to $1,000,000.   In the event that the number of Publishers retained by TNI for the initial 180 day period following the Closing Date is equal to or exceeds eighty-five percent (85%) of the Baseline Number of Publishers, the Company shall pay to the Seller an amount equal to the product of $500,000 multiplied by a fraction, the numerator of which is the actual number of Publishers retained by the Company and the denominator of which is the Baseline Number of Publishers.
	In the event that the number of Publishers retained by the Company for the second 180 day period following the Closing Date is equal to or exceeds the Baseline Number of Publishers, the Company shall pay to the Seller an amount equal to the product of $500,000 multiplied by a fraction, the numerator of which is the actual number of Publishers retained and the denominator of which is Baseline Number of Publishers.
	Notwithstanding the foregoing, if any three (3) of the Seller’s Major Publishers, in the aggregate, cease doing business with TNI during the initial publisher retention earnout period, then no initial publisher retention earnout payment or second publisher retention earnout payment shall be paid to the Seller and if during the second publisher retention earnout period, then no second publisher retention earnout payment shall be paid to the Seller.
	The estimated fair value of the Publisher Retention Earnout Payments contingent earnout consideration on the acquisition date was $67,747 and $0 as of December 31, 2013.  Changes are recorded as a gain or loss on the Contingent Liability and are included in Other Income on the Income Statement.  The changes were a gain of $67,747 as of December 31, 2013.
	Revenue Goal Earnout Payments
	The Seller shall be entitled to receive, in two installments, Revenue Goal Earnout Payments equaling, in the aggregate, up to $2,000,000.  In the event that Ad Network Revenue for the period beginning on January 1, 2013 and ending on June 30, 2013 is equal to or exceeds $5,159,700, the Company shall pay to the Seller an amount equal to the lesser of the product of $1,000,000 multiplied by a fraction, the numerator of which is the actual Ad Network Revenue achieved during the Initial Revenue Goal Earnout Period and the denominator of which is $5,733,000 and $1,000,000.
	In the event that Ad Network Revenue for the period beginning on July 1, 2013 and ending on December 31, 2013 is equal to or exceeds $6,407,100, the Company shall pay to the Seller an amount equal to the lesser of the product of $1,000,000 multiplied by a fraction, the numerator of which is the actual Ad Network Revenue achieved during the Second Revenue Goal Earnout Period and the denominator of which is $7,119,000 and $1,000,000.
	The estimated fair value of the Revenue Goal Earnout Payments contingent consideration on the acquisition date was $1,315,081 and $0 as of December 31, 2013. Changes are recorded as a gain or loss on the Contingent Liability and are included in Other Income on the Income Statement.  The changes were a gain of $1,315,081 for the year ending December 31, 2013.

Recovered_Sheet14

Summary of Significant Accounting Policies: New Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 2013
Policies	'
New Accounting Pronouncements	'
	New Accounting Pronouncements
	In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Fair Value Measurement (“ASU 2011-04”), which amended ASC 820, Fair Value Measurements (“ASC 820”), providing a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the application of existing fair value measurement and expands the disclosure requirements. ASU 2011-04 will be effective for us beginning January 1, 2012. The adoption of ASU 2011-04 did not have a material effect on our financial statements or disclosures.
	Management evaluates events occurring to the date of the financial statements in determining the accounting for and disclosure of transactions and events that affect the financial statements. Subsequent events have been evaluated through April 15, 2014, which is the date financial statements were available to be issued.  Management has determined that the events noted in Note 11 required disclosure.

Recovered_Sheet15

Summary of Significant Accounting Policies: Net Loss Per Common Share, Policy: Schedule of Securities Excluded from Computation of Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Securities Excluded from Computation of Earnings Per Share	'
		Years ended
		December 31,
		2013	2012
	Stock warrants	4,817,533	2,131,276
	Stock options	5,679,374	402,500
	Stock options - Class M	-	18,650
	Total shares excluded	10,496,907	2,552,426

Recovered_Sheet16

Summary of Significant Accounting Policies: Intangible Assets, Policy (2): Schedule of Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Intangible Assets	'
		Fair	Amortization
		Value at	Period
		2/6/13
	Trademark Portfolio	$856,890	Indefinite
	Publisher Relationships	3,573,596	15 years
	Goodwill	1,296,387	N/A
	Total Intangible	$5,726,873

Property_and_Equipment_Note_Sc

Property and Equipment, Note: Schedule of Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Property and Equipment	'
		December 31,
		2013	2012
	Furniture and fixtures	179,555	$16,609
	Computer and office equipment	345,968	168,818
	Leasehold improvements	66,988	6,396
	Accumulated depreciation	-146,412	-28,004
	Property and equipment, net of depreciation	446,099	$163,819

Patents_Note_Schedule_of_Paten

Patents, Note: Schedule of Patents, Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Patents, Intangible Assets	'
		December 31,
		2013	2012
	Patents	$301,868	$215,070
	Accumulated amortization	-5,078	-
	Patents, net of amortization	$296,790	$215,070

Commitments_and_Contingencies_1

Commitments and Contingencies, Note: Schedule of Future Minimum Payments for Operating Leases (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Future Minimum Payments for Operating Leases	'
	Years ending December 31,	Amount
	2014	351,172
	2015	240,342
	2016	232,640
	2017	239,620
	2018	111,038
		$1,174,812

Note_Payable_and_Convertible_N1

Note Payable and Convertible Note and Warrants: Schedule of principal maturities (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of principal maturities	'
	Years ending December 31,	Amount
	2014	$2,579,662
	2015	1,163,639
	2016	440,226
		$4,183,527

Stockholders_Equity_Schedule_o

Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Stockholders' Equity Note, Warrants	'
	Warrant summary	Number	Exercise price	Maximum	Expiration Date
		of warrants		proceeds
		outstanding
	Warrants issued in the preferred stock private placement	184,625	$12.00	2,215,500	2/28/14
	Warrants issued upon conversion of preferred stock	869,750	$   8.50	7,392,875	2/28/14
	Warrants issued our initial public offering	881,901	$10.00	8,819,010	2/28/14
	Warrants issued to our underwriters	95,000	$14.00	1,330,000	2/28/14
	Warrants issued with 10% convertible notes	100,000	$   6.50	650,000	11/5/14
	Warrants issued with 8% convertible notes	1,294,557	$   4.00	5,178,228	7/31/14
	Warrants issued with 8% convertible notes	1,294,557	$   6.00	7,767,342	7/31/14
	Warrants issued with 10% convertible notes	5,000	$   4.00	20,000	9/16/14
	Warrants issued with 12% promissory notes	60,000	$   4.00	240,000	9/17/14
	Warrants issued with 10% convertible notes	7,500	$   3.50	26,250	10/4/15
	Warrants issued with 10% convertible notes	10,000	$   3.50	35,000	10/14/15
	Warrants issued with 10% convertible notes	7,500	$   3.50	26,250	10/30/15
	Warrants issued with 10% convertible notes	7,143	$   3.50	25,000	11/11/15
	Total	4,817,533	various	33,725,455	various

Income_Taxes_Note_Schedule_of_

Income Taxes, Note: Schedule of Components of Income Tax Expense (Benefit) (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Components of Income Tax Expense (Benefit)	'
		2013		2012
	Current:
	Federal	$	-	$	-
	State		4,025		2,400
			4,025		2,400
	Deferred:
	Federal		-6,132,778		-1,870,543
	State		-466,407		-320,837
	Valuation allowance		6,599,185		2,191,380
			-		-
	Total	$	4,025	$	2,400

Income_Taxes_Note_Schedule_of_1

Income Taxes, Note: Schedule of Income Tax Rates (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Income Tax Rates	'
		2013	2012
	Statutory Rate	34.00%	34.00%
	State Income Taxes, Net of Federal Benefit	3.65%	5.80%
	Permanent items	0.00%	-15.70%
	Change in valuation allowance	-35.03%	-24.10%
	Prior year true up	0.00%	-0.10%
	Other	-2.62%	0.10%
	Tax Rate	0.00%	0.00%

Income_Taxes_Note_Schedule_of_2

Income Taxes, Note: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2013
Tables/Schedules	'
Schedule of Deferred Tax Assets and Liabilities	'
		2013		2012
	Deferred tax assets:
	Bad debt allowance	$	62,056	$	14,076
	Compensation accruals		54,631		27,577
	Accrued expenses		33,120		24,546
	Other - Current		1,020		-
	Subtotal Current	$	150,827	$	66,199
	Stock based compensation	$	155,016	$	1,096,204
	Depreciation		33,535		3,248
	NOL carryforwards		13,191,864		1,385,620
	NOL carryforwards - JMG		-		7,404,603
	Property basis difference		416,921		416,917
	Intangibles		1,598,809		-
	Issuance of convertible debt		2,260,520		-
	Other - Noncurrent		37,405		31,277
	Subtotal Noncurrent	$	17,694,070	$	10,337,869
	Deferred tax liabilities:
	Current:
	State tax		-6,248		-
	Other		-1,983		-
	Subtotal Current	$	-8,231		-
	Non-current
	State tax	$	-833,412		-
	Subtotal Noncurrent		-833,412		-
	Net deferred tax asset/(liabilities)	$	17,003,254	$	10,404,068
	Valuation allowance		-17,003,254		-10,404,068
		$	-	$	-

Principal_Business_Activities_

Principal Business Activities (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Net loss for the year	$22,508,808	'
Negative cash flows from operations	7,499,298	'
Accumulated deficit:	$33,784,887	$9,993,284

Recovered_Sheet17

Summary of Significant Accounting Policies: Intangible Assets, Policy (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Details	'
Impairment recorded	$5,408,709

Recovered_Sheet18

Summary of Significant Accounting Policies: Concentration of Credit Risk (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Details	'
Foreign exchange losses	$31,408

Recovered_Sheet19

Summary of Significant Accounting Policies: Allowance For Doubtful Accounts (Details) (USD $)	Dec. 31, 2013
Details	'
Allowance for doubtful accounts	$119,949

Recovered_Sheet20

Summary of Significant Accounting Policies: Advertising, Policy (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Advertising costs	$370,207	$64,205

Recovered_Sheet21

Summary of Significant Accounting Policies: Research and Development (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Research and development costs	$402,457	$202,703

Recovered_Sheet22

Summary of Significant Accounting Policies: Stock-based Compensation, Policy (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Stock-based compensation expense	$1,775,687	$4,205,730

Recovered_Sheet23

Summary of Significant Accounting Policies: Net Loss Per Common Share, Policy: Schedule of Securities Excluded from Computation of Earnings Per Share (Details)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Shares excluded from the net income/loss per share calculation	10,496,907	2,552,426
Stock warrants excluded	'	'
Shares excluded from the net income/loss per share calculation	4,817,533	2,131,276
Stock options excluded	'	'
Shares excluded from the net income/loss per share calculation	5,679,374	402,500
Stock options, Class M, excluded	'	'
Shares excluded from the net income/loss per share calculation	'	18,650

Recovered_Sheet24

Summary of Significant Accounting Policies: Intangible Assets, Policy (2): Schedule of Intangible Assets (Details) (USD $)	Feb. 06, 2013
Intangible assets, fair value	$5,726,873
Trademark Portfolio	'
Intangible assets, fair value	856,890
Publisher Relationships	'
Intangible assets, fair value	3,573,596
Goodwill-	'
Intangible assets, fair value	$1,296,387

Property_and_Equipment_Note_Sc1

Property and Equipment, Note: Schedule of Property and Equipment (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Accumulated depreciation	($146,412)	($28,004)
property and equipment, net	446,099	163,819
Furniture and Fixtures	'	'
Property and equipment, gross	179,555	16,609
Computer Equipment	'	'
Property and equipment, gross	345,968	168,818
Leaseholds and Leasehold Improvements	'	'
Property and equipment, gross	$66,988	$6,396

Patents_Note_Schedule_of_Paten1

Patents, Note: Schedule of Patents, Intangible Assets (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Patents - gross	$301,868	$215,070
Accumulated amortization of patents	-5,078	'
Patents - net	$296,790	$215,070

Commitments_and_Contingencies_2

Commitments and Contingencies, Note: Schedule of Future Minimum Payments for Operating Leases (Details) (USD $)	Dec. 31, 2013
Details	'
Future minimum lease commitments, 2014	$351,172
Future minimum lease commitments, 2015	240,342
Future minimum lease commitments, 2016	232,640
Future minimum lease commitments, 2017	239,620
Future minimum lease commitments, 2018	111,038
Future minimum lease commitments due, total	$1,174,812

Note_Payable_and_Convertible_N2

Note Payable and Convertible Note and Warrants (Details) (USD $)	1 Months Ended			2 Months Ended	0 Months Ended					0 Months Ended	1 Months Ended
	Nov. 30, 2013	Jun. 30, 2013	Mar. 31, 2011	Apr. 19, 2013	Sep. 16, 2013	Nov. 07, 2012	Nov. 05, 2012	Dec. 31, 2013	Dec. 31, 2012	Sep. 17, 2013	Dec. 31, 2013
				8% Convertible Promissory Notes	10% Convertible Notes	10% Convertible Notes	10% Convertible Notes	10% Convertible Notes	10% Convertible Notes	12% Promissory Notes	12% Promissory Notes
Proceeds from debt offering	'	'	'	$8,500,000	$175,000	$500,000	$500,000	'	'	$500,000	$495,000
Debt discount	'	'	'	'	'	'	'	222,605	750,292	'	'
Line of credit entered	$2,500,000	$250,000	$500,000	'	'	'	'	'	'	'	'

Note_Payable_and_Convertible_N3

Note Payable and Convertible Note and Warrants: Schedule of principal maturities (Details) (USD $)	Dec. 31, 2013
Details	'
Amount of principal maturities, 2014	$2,579,662
Amount of principal maturities, 2015	1,163,639
Amount of principal maturities, 2016	440,226
Amount of principal maturities, total	$4,183,527

Stockholders_Equity_Details

Stockholders' Equity (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Common stock authorized	100,000,000	25,000,000
Common stock issued and outstanding	22,498,527	2,771,705
Options outstanding under plan	'	929,917
Deemed dividend	$3,384,730	'

Stockholders_Equity_Schedule_o1

Stockholders' Equity: Schedule of Stockholders' Equity Note, Warrants (Details)	Dec. 31, 2013
Details	'
Number of warrants outstanding	4,817,533

Income_Taxes_Note_Schedule_of_3

Income Taxes, Note: Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
State (current)	$4,025	$2,400
Federal (deferred)	-6,132,778	-1,870,543
State (deferred)	-466,407	-320,837
Valuation allowance for income tax expense/benefit	6,599,185	2,191,380
Income taxes	$4,025	$2,400

Income_Taxes_Note_Schedule_of_4

Income Taxes, Note: Schedule of Income Tax Rates (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Statutory Rate	34.00%	34.00%
State income taxes	3.65%	5.80%
Permanent items	$0	($0.16)
Change in valuation allowance	-35.03%	-24.10%
Prior year true up	0.00%	-0.10%
Other adjustments	($0.03)	$0.00

Income_Taxes_Note_Schedule_of_5

Income Taxes, Note: Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012
Details	'	'
Deferred Tax Assets, Net of Valuation Allowance, Current	$150,827	$66,199
Deferred Tax Assets, Net of Valuation Allowance	17,694,070	10,337,869
Deferred Tax Liabilities, Net, Current	-8,231	'
Deferred Tax Liabilities, Net	-833,412	'
Deferred Tax Assets, Net	17,003,254	10,404,068
Deferred Tax Assets, Valuation Allowance	($17,003,254)	($10,404,068)

Income_Taxes_Note_Details

Income Taxes, Note (Details) (USD $)	Dec. 31, 2013
In Millions, unless otherwise specified
Details	'
Operating Loss Carryforwards	$12.10

Related_Party_Transactions_Det

Related Party Transactions (Details) (Chief Technology Officer, USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Chief Technology Officer	'	'
Payments to related parties for services	$148,734	$198,492

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	0 Months Ended	3 Months Ended
	Apr. 15, 2014	Mar. 31, 2014
Details	'	'
Debt issued	$80,000	$1,025,000