UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 4, 2013
JMG Exploration, Inc.
(Exact name of Registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 001-32438 (Commission File Number) | 20-1373949 (IRS employer identification no.) | ||
600 Brand Blvd., Suite 230, Glendale, CA | 91203 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: | (818) 649-5710 | |||
(Registrant’s former name or former address, if changed since last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At a Special Meeting of Shareholders (the "Meeting") of JMG Exploration, Inc (the "Company") held on March 4, 2013, the registrant's shareholders approved the following:
·
An increase in the authorized number of shares of the Company’s common stock from 25,000,000 to 100,000,000;
·
A change in the name of the Company from JMG Exploration, Inc. to MediaShift, Inc. in order to more accurately reflect the Company’s business ; and
·
A reverse stock split of the Company’s common stock of one share for every two (1-for-2) shares outstanding
Each of the matters presented at the special meeting of the shareholders was adopted and ratified by holders of more than 80% of the outstanding aggregate voting power of the registrant. No votes were cast against any of the proposals.
Item 7.01 - Regulation FD Disclosure
On March 4, 2013, we issued a press release announcing the results of the special meeting of the shareholders disclosing that shareholders had overwhelmingly adopted each of the items discussed above. A copy of that press release is furnished as Exhibit 99.1 hereto.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
No. |
| Description |
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3.3 |
| Amendment to Articles of Incorporation dated March 4, 2013. |
99.1 |
| Press Release, issued on March 4, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JMG Exploration, Inc. | |
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| |
Dated: March 5, 2013 | By: | /s/ David Eastman |
| David Eastman | |
| Chief Financial Officer | |
ROSS MILLER Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) |
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of corporation:
JMG Exploration, Inc.
2.
The articles have been amended as follows:
Article First has been amended to read, in its entirety, as follows:
The name of the corporation is MEDIASHIFT, INC.
Article Third has been amended to read, in its entirety, as follows:
The corporation is authorized to issue two classes of capital stock to be designated respectively “common” and “preferred.” The total amount of capital stock the corporation is authorized to issue is 110,000,000, with a $0.001 par value, of which the corporation is authorized to issue 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. The capital stock herein authorized may be issued from time to time in one or more series, the class, the number of shares, the designation and the rights, preferences, privileges and restrictions, within any limits and restrictions herein stated, shall be fixed and determined, for any wholly unissued series of capital stock authorized herein, by the Board of Directors. The Board of Directors within the limits and restrictions stated herein and in any resolution or resolutions of the Board of Directors originally fixing the class, the number of shares constituting any class and/or series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such class and/or series subsequent to the issue of shares of that class and/or series. In case the number of shares of any class and/or series shall be so decrease, the shares constituting the decrease shall resume the status they had prior to the adoption of the resolution originally fixing the number of shares of that series.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 80%
4.
Effective date of filing: (optional) Date: March 11, 2013 Time: 9:00 AM
5.
Signature: (required)
|
/s/David Easton |
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Signature of Officer |
Filing Fee: $175.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
Nevada Secretary of State Stock Designation
This form must be accompanied by appropriate fees.
Revised: 3-6-09
JMG EXPLORATION SHAREHOLDERS APPROVE NAME CHANGE TO MEDIASHIFT, INCREASE IN AUTHORIZED SHARES, AND 1 FOR 2 REVERSE SPLIT
Ad Technology Company Operates AdVantage Networks and Travora as Subsidiaries
Glendale, Calif. – March 4, 2013 – JMG Exploration, Inc. (OTCBB: JMGE), doing business as MediaShift, a leading digital advertising technology company that monetizes private Internet networks while offering advertisers access to a rapidly growing audience platform targeting on-the-go consumers, announced that at a special meeting of stockholders held today at its corporate headquarters in Glendale, California, stockholders approved:
·
Changing the company’s name to MediaShift, Inc. in order to more accurately reflect the company’s focus on advertising technologies;
·
Increasing the authorized number of shares of the company’s common stock from 25,000,000 to 100,000,000, and
·
Implementing a reverse stock split of the company’s common stock of one share for every two (1-for-2) shares outstanding.
These actions, along with a new trading symbol for the common stock to be announced, will become effective upon regulatory approvals and filings.
“These shareholder actions confirm the Company’s transition to a leader in next generation digital advertising,” said David Grant, CEO of MediaShift.
David Eastman, MediaShift’s CFO, added, “We’d also like to remind our shareholders that the expiration date of our common stock warrants previously scheduled to expire in January 2013 was extended to February 28, 2014, as disclosed in a Form 8-k filed with the SEC on November 28, 2012. While the warrants will be subject to the reverse split, all other terms of the warrants were unchanged”.
AdVantage Networks, a wholly-owned subsidiary, enables operators of private Internet networks to monetize their audiences through one of the fastest growing distributed ad technology platforms in the world. AdVantage Networks expects to deploy its technology through hotels and airports across North America and other key global destinations in 2013.
MediaShift recently acquired Travora, a leading travel ad network, and is leveraging the ad technology of AdVantage Networks to enhance Travora’s offerings with more robust tech-based solutions for advertisers and publishers. With over 30 million unique visitors per month, Travora and AdVantage Networks will offer advertisers
one of the largest audience platforms targeting on-the-go consumers.
To learn more visit: www.mediashift.com.
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About MediaShift
MediaShift is a digital advertising technology company that monetizes private Internet networks while offering advertisers access to one of the fastest growing audience platforms targeting on-the-go consumers. Through AdVantage Networks, a wholly-owned subsidiary, patented technology enables operators of private Internet networks to monetize their audiences through one of the fastest growing distributed ad technology platforms in the world. Through Travora, another wholly-owned subsidiary, advertisers can access a leading global travel ad network and leverage rich data profiles for exceptional audience segmentation, across multiple devices, while gaining unmatched data insights.
Media Contacts:
Nicole Jordan
nicole@radixcollective.com
(310) 988-9157