UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

 AMENDMENT NO. 1

(Mark One)

For the fiscal year ended December 31, 2014

or

For the transition period from: _____________ to _____________

Commission file number: 000-54348

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

      .  Yes   X .    No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

      .  Yes   X .    No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     

  X .  Yes       .  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  

  X .  Yes       .  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this  chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or  information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

      .  Yes      X .  No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price as of the last business day of the registrant’s most recently completed third quarter (2014) was approximately $8,072,622 (73,387,476 x $.11). For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

 As of February 12, 2015 there were 141,944,156 shares of Common Stock, par value $0.001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

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Explanatory Note

We are filing this Amendment No. 1 on Form 10-K/A to amend and restate in their entirety the following in our Annual Report on Form 10-K for the year ended December 31, 2014 as originally filed with the Securities and Exchange Commission on February 12, 2015 (the “Original Form 10-K”): (i) Item 5 of Part II “Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities,” (ii) Item 15 of Part IV “Exhibits, Financial Statement Schedules,” and (iii) the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, and 32.1. Specifically, we are correcting (i) the inadvertent omission from Item 5 of Part II of the Original Form 10-K of information regarding unregistered sales of shares of our common stock completed during 2014 as described below in the amended and restated Item 5 of Part II, and (ii) the inadvertent omission from Item 15 of Part IV of information regarding, and a form of, the subscription agreement pursuant to which such sales were made.  No other portions of such Items as set forth in the Original Form 10-K, and no other Items of the Original Form 10-K, were affected by such omissions.  This report on Form 10-K/A is presented as of the filing date of the Original Form 10-K and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the foregoing corrections.

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PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Our Common Stock is quoted on the Over-the-Counter Bulletin Board (OTC Bulletin Board) under the symbol “RVUE”. The following table sets forth the high and low sales prices for our Common Stock for the periods indicated, as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

___________

The last reported sales price of our Common Stock on the OTC Bulletin Board on December 31, 2014 was $.10 and on February 12, 2015 the last reported sales price was $08.

Holders

According to the records of our transfer agent, as of December 31, 2014, there were 72 holders of record of our Common Stock, which number does not reflect beneficial stockholders who hold their stock in nominee or “street” name through various brokerage firms.

Dividend Policy

We have never declared or paid cash dividends on our Common Stock, and we do not intend to pay any cash dividends on our Common Stock in the foreseeable future. Rather, we expect to retain future earnings (if any) to fund the operation and expansion of our business and for general corporate purposes.

Securities Authorized for Issuance under Equity Compensation Plans

The following table presents information regarding options outstanding under our compensation plans as of December 31, 2014:

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Recent Sales of Unregistered Securities/Recent Purchase of Securities.

On July 17, 2014, the Company sold an aggregate of 4,428,571 shares of its common stock to four individuals and a trust, all of whom qualified as accredited investors, for an aggregate cash purchase price of $310,000.  On December 15, 2014, the Company sold 166,667 shares of its common stock to one individual accredited investor, for an aggregate cash purchase price of $15,000. All such shares were issued to such investors without registration in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by the Company not involving any public offering, and Rule 506(b) promulgated thereunder, as a transaction by the Company not involving any public offering and involving only accredited investors.  A copy of the form of the subscription agreement for the foregoing sales is attached as Exhibit 10.23.

We did not repurchase any shares of our Common Stock during the year ended December 31, 2014.

PART IV

Item 15. Exhibits, Financial Statement Schedules

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

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*       Indicates management contract or compensatory plan or arrangement.

**    Filed herewith.

***  Furnished herewith.  

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, this 8th day of June, 2015.

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EXHIBIT INDEX

*       Indicates management contract or compensatory plan or arrangement.

**    Filed herewith.

***  Furnished herewith.

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