10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

¨            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number: 000-54348

RVUE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	94-3461079
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)

10740B West Grand Avenue
Franklin Park , IL 60131	(855) 261-8370
(Address of principal executive offices,	(Registrant’s telephone number,
including zip code)	including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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. Yes ¨ No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). Yes ¨ No þ

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.

Large accelerated filer  ¨	Accelerated filer ¨
Non-accelerated filer  ¨  (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on August 15, 2013 is as follows:

Class	Number of Shares
Common Stock: $0.001 Par Value	116,878,620

RVUE HOLDINGS, INC.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Condensed Consolidated Balance Sheets – March 31,2013 and December 31, 2012	1
	Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2013 and 2012	2
	Condensed Consolidated Statements of Stockholders’ Equity – Three Months Ended March 31, 2013	3
	Condensed Consolidated Statements of Cash Flows –Three Months Ended March 31,2013 and 2012	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4.	Controls and Procedures.	19
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings.	20
Item 1A.	Risk Factors.	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities.	21
Item 4.	Mine Safety Disclosures.	21
Item 5.	Other Information.	21
Item 6.	Exhibits.	22

rVUE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2013		2012
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	741,758	$	848,174
Accounts receivable		50,628		163,074
Prepaid expenses		32,106		56,380
Total current assets		824,492		1,067,628
Property and equipment, net		3,866		8,548
Software development costs		32,725		23,232
Deposits		13,410		13,510
	$	874,493	$	1,112,918
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	102,782	$	154,600
Accrued expenses		333,949		389,848
Subscription investment payable		-		270,000
Accrued stock-based compensation		748,000		-
Deferred revenue		11,975		11,975
Total current liabilities		1,196,706		826,423
Commitments and contingencies (Note 9)
Stockholders' equity/(deficit):
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; none      issued or outstanding		-		-
Common stock, $0.001 par value per share; 140,000,000 shares authorized at March      31, 2013 and December 31, 2012; 111,528,620 issued and outstanding at March      31, 2013 and 100,691,954 at December 31, 2012, respectively		111,529		100,692
Additional paid-in capital		10,434,949		9,802,786
Accumulated deficit		(10,868,691)		(9,616,983)
Total stockholders' equity/(deficit)		(322,213)		286,495
	$	874,493	$	1,112,918

1

 

rVUE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Three Months Ended March 31,
	2013		2012
Revenue
rVue advertising revenue	$	79,289	$	16,319
Network		58,225		115,169
		137,514		131,488
Costs and expenses
Cost of revenue		64,843		56,209
Selling, general and administrative expenses		1,311,131		927,847
Depreciation and amortization		13,472		123,668
Interest income		(224)		(136)
Interest expense		-		296,483
Change in fair value of derivative		-		443,711
Loss on early extinguishment of debt		-		17,456
		1,389,222		1,865,238
Loss before provision for income taxes		(1,251,708)		(1,733,750)
Provision for income taxes		-		-
Net loss	$	(1,251,708)	$	(1,733,750)
Net loss per common share - basic and diluted	$	(0.01)	$	(0.05)
Shares used in computing net loss per share:
Basic and diluted		109,000,990		37,663,796

 

2

rVUE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(unaudited)

									Additional
	Preferred Stock				Common Stock				Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit		Total
Balance, December 31, 2012		-		-		100,691,954	$	100,692	$	9,802,786	$	(9,616,983)	$	286,495
Common stock issued for compensation and services		-		-		836,666	$	837	$	124,663		-	$	125,500
		-		-								-		-
												-
Common stock issued		-		-		10,000,000	$	10,000	$	507,500		-	$	517,500
		-		-								-
		-		-		-		-				-
		-		-		-		-				-
Net loss		-		-		-		-		-		(1,251,708)	$	(1,251,708)
Balance, March 31, 2013		-	$	-		111,528,620	$	111,529	$	10,434,949	$	(10,868,691)	$	(322,213)

3

rVUE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Three Months Ended March 31,
	2013		2012
Operating activities
Net loss	$	(1,251,708)	$	(1,733,750)
Adjustments to reconcile net loss to net cash     used in operating activities:
Depreciation and amortization		13,472		123,668
Stock-based compensation expense		748,000		15,620
Common stock issued for services		40,833		95,000
Convertible loan interest		-		296,361
Change in fair value of derivative instruments		-		443,711
Loss on early extinguishment of debt		-		17,456
Changes in operating assets and liabilities:
Accounts receivable		112,446		88,779
Prepaid expenses		24,274		45,870
Accounts payable		(51,818)		(23,133)
Accrued expenses		(40,232)		(10,995)
Cash used in operating activities		(404,733)		(641,413)
Investing activities
Payments for property, equipment and software development		(18,283)		(57,364)
Change in deposits		100		(100)
Cash used in investing activities		(18,183)		(57,464)
Financing activities
Proceeds from convertible notes		-		935,000
Proceeds from the issuance of common stock		316,500		-
Cash provided by financing activities		316,500		935,000
Increase (decrease) in cash and cash equivalents		(106,416)		236,123
Cash and cash equivalents, beginning of period		848,174		19,917
Cash and cash equivalents, end of period	$	741,758	$	256,040

See supplemental non-cash information in Note 11.

4

RVUE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 – Summary of Significant Accounting Policies

rVue Holdings, Inc., formerly known as Rivulet International, Inc. (“We”, “rVue” or the “Company”), was incorporated in the State of Nevada on November 12, 2008. We are an advertising technology company that has developed and operates an integrated advertising exchange and digital distribution platform – rVue – for the Digital Out-of-Home (“DOOH”) industry.

Basis of Presentation and Preparation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, fair values of financial instruments, useful lives of capitalized software development costs and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. In the opinion of the Company’s management, all adjustments (including normal recurring adjustments) considered necessary to present fairly the unaudited condensed consolidated financial statements have been made. 

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the year ended December 31, 2012, included in our Annual Report on Form 10-K (the “2012 Form 10-K”).

The unaudited condensed consolidated statement of operations for the three months ended March 31, 2013 is not necessarily indicative of the results that may be expected for the entire year.

Note 2 – Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have sustained losses and experienced negative cash flows from operations since inception, and have an accumulated deficit of $10,868,691 at March 31, 2013. These factors raise substantial doubt about our ability to continue to operate in the normal course of business. We have funded our activities to date almost exclusively from equity and debt financings.

We will continue to require substantial funds to continue development of our core business. Management’s plans in order to help meet our operating cash flow requirements include (i) financing activities such as private placements of common stock, and issuances of debt and convertible debt instruments, (ii) staff reductions, (iii) a hiring and expansion freeze, and (iv) the establishment of strategic relationships which we believe will lead to the generation of additional revenue opportunities.

While we believe that we will be successful in obtaining the necessary financing to fund our operations, there are no assurances that such additional funding will be achieved or that we will succeed in our future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Note 3 - Loss Per Common Share

Basic and diluted loss per common share is computed by dividing the loss by the weighted average number of common shares outstanding for the period. Since the Company incurred losses attributable to common stockholders during the three months ended March 31, 2013 and 2012, diluted loss per common share has not been computed by giving effect to all potentially dilutive common shares that were outstanding during the three months ended March 31, 2013 and 2012. Dilutive common shares include incremental shares issuable upon the exercise of stock options and warrants to the extent that the average fair value of the Company’s common stock for each period is greater than the exercise price of the derivative securities.

5

RVUE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table sets forth the computation of basic and diluted loss per common share:

	Three Months Ended
	March 31,
	2013		2012
Numerator:
Net loss	$	(1,251,708)	$	(1,733,750)
Denominator:
Weighted-average shares outstanding		109,000,990		37,663,796
Effect of dilutive securities (1)		-		-
Weighted-average diluted shares		109,000,990		37,663,796
Basic and diluted loss per share	$	(0.01)	$	(0.05)

(1) The following stock options, warrants and convertible notes outstanding as of March 31 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive:

	Three Months Ended
	March 31
	2013		2012
Stock options		-		405,312
Warrants		-		361,460
Convertible notes		-		6,180,365
		-		6,947,137

Note 4 – Financial Instruments

Cash and cash equivalents

The following table summarizes the fair value of the Company’s cash and cash equivalents as of March 31, 2013 and December 31, 2012:

	March 31,		December 31,
	2013		2012
Cash	$	15,346	$	17,193
Cash equivalents - money market funds		726,412		830,981
Total cash and cash equivalents	$	741,758	$	848,174

Accounts Receivable

We sell our services directly to our customers. We generally do not require collateral from our customers; however, we will require collateral in certain instances to limit credit risk. Accounts receivable from two of our customers accounted for 44.1%, and 39.1% of total accounts receivable at March 31, 2013, and accounts receivable from one of our customers accounted for 85.5% of total accounts receivable at December 31, 2012, respectively. We had no allowance for doubtful accounts at either March 31, 2013 or at December 31, 2012.

6

RVUE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

 Note 5 – Fair Value Measurements

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable:

Level 1 - Quoted prices for identical instruments in active markets.

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable directly or indirectly.

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

We are responsible for the valuation process and as part of this process we used data from an outside source to establish fair value. We performed due diligence to understand the inputs used or how the data was calculated or derived, and we corroborated the reasonableness of external inputs in the valuation process.

Assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and December 31, 2012 were as follows:

	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
March 31,2013
Assets:
Cash equivalents - money market funds	$	726,412	$	-	$	-	$	726,412
December 31, 2012
Assets:
Cash equivalents - money market funds	$	830,981	$	-	$	-	$	830,981

The fair value of the money market funds, classified as Level 1, utilized quoted prices in active markets. The Company had no Level 2 and Level 3 assets or liabilities at March 31, 2013 and December 31, 2012.

The Company had level 3 derivative liabilities at March 31, 2012 as a result of a conversion feature contained in a Promissory Note Agreement, as well as related stock warrants. These transactions are more fully described in Note 9 of the Company’s annual report on Form 10-K filed for the year ended December 31, 2012. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three month period ended March 31, 2012:

Balance, January 1, 2012	$	100,900
Purchases		1,114,827
Settlements		(76,700)
Realized and unrealized (gains) losses included in earnings		520,411
Balance at March 31, 2012		1,659,438

7

RVUE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 6 – Condensed Consolidated Financial Statement Details

The following tables show the Company’s condensed consolidated financial statement details as of March 31, 2013 and December 31, 2012:

Prepaid expenses	March 31, 2013		December 31, 2012
Insurance	$	9,198	$	16,978
Licenses and subscriptions		12,220		13,332
Prepaid Rent		4,341		12,964
Services		-		12,500
Other		6,347		606
	$	32,106	$	56,380

Property and Equipment	Estimated Useful Lives		March 31,		December 31,
	(Years)		2013		2012
Computers and software		2 - 5	$	86,977	$	86,977
Furniture and equipment		3		22,573		22,573
Gross property and equipment				109,550		109,550
Less accumulated depreciation				(105,684)		(101,002)
Net property and equipment			$	3,866	$	8,548

Depreciation expense was $4,681 and $ 9,172 for the three months ended March 31, 2013 and 2012, respectively.

Software Development Costs	Estimated Useful Lives		March 31		December 31,
	(Months)		2013		2012
Software development costs		18	$	1,079,806	$	1,061,522
Less accumulated amortization				(1,047,081)		(1,038,290)
Net software development costs			$	32,725	$	23,232

Amortization expense was $8,791 and $114,496 for the three months ended March 31, 2013 and 2012, respectively.
 

Accrued Expenses			December 31,
	March 31, 2013		2012
Investor relations fees	$	-	$	5,600
Personnel costs		19,923		52,191
Directors fees		28,375		144,667
Professional fees		23,305		69,724
Deferred rent		4,341		8,682
Network costs		37,517		44,209
Stock issuance costs		69,000
Other		33,988		37,275
Consulting fees		117,500		27,500
	$	333,949	$	389,848

8

RVUE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 7 - Income Taxes

There is no income tax benefit for the losses for the three-month period ended March 31, 2013 and 2012, respectively, since management has determined that the realization of the net deferred tax asset is not more likely than not to be realized and has created a valuation allowance for the entire amount of such benefit.

Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. At December 31, 2012, we had no unrecognized tax benefits, or any tax related interest or penalties. There were no changes in unrecognized tax benefits during the period ended March 31, 2013. We did not recognize any interest or penalties during 2012 related to unrecognized tax benefits, or through the period ended March 31 2013.

Note 8 - Stockholders’ Equity and Stock Based Compensation

Equity Awards

Stock Option Activity

A summary of the Company’s stock option activity for the three-month period ended March 31, 2013 is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2012		2,326,667	$	0.24		7.80		-
Options granted		-		-
Options exercised		-		-
Options forfeited		(501,667)	$	0.22
Balance at March 31, 2013		1,825,000	$	0.24		7.02	$	-
Exercisable at March 31, 2013		1,825,000	$	0.24		7.02	$	-
Expected to vest after March 31, 2013		-	$				$	-

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable. The aggregate intrinsic value excludes the effect of stock options that have a zero or negative intrinsic value.

Stock-Based Compensation

Stock-based compensation cost for stock options is estimated at the grant date based on the fair-value as calculated by the Black-Scholes Merton (“BSM”) option-pricing model. The BSM option-pricing model incorporates various assumptions including expected volatility, expected life and interest rates.  The Company’s computation of expected life is determined based on the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its equity shares have been publicly traded. The interest rate is based on the U.S. Treasury Yield curve in effect at the time of grant. The Company’s computation of expected volatility is based on comparable companies’ average historical volatility. The Company does not expect to pay dividends. While the Company believes these estimates are reasonable, the estimated compensation expense would increase if the expected life was increased or a higher expected volatility was used. The Company recognizes stock-based compensation cost as expense on a straight-line basis over the requisite service period.

We did not grant any options during the three-month period ended March 31, 2013 or 2012.

9

RVUE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

On March 29, 2013, the Board approved payment of 4.4 million shares to Michael Mullarkey, a director, as compensation for serving as CEO and CFO after the prior CEO and CFO both left the Company in 2012. Mr. Mullarkey held those temporary positions until April 11, 2013, when a CEO was appointed. Mr. Mullarkey resigned from the Company’s board of directors effective May 31, 2013. The share award was contingent upon the accomplishment of certain objectives set by the board of directors. The accomplishment of the objectives was determined in the first quarter of 2013, and the resulting expense of $748,000 was recorded during the three months ended March 31, 2013.

In addition, the Company issued an aggregate of 816,667 shares to officers and directors in lieu of cash compensation resulting in additional director fee expense of $40,833 during the three months ended March 31, 2013.

Note 9 – Commitments and Contingencies

Other Off-Balance Sheet Commitments

We leased our Ft. Lauderdale office space for our corporate headquarters and technology group under a non-cancelable operating lease which expired June 30, 2013.

Our corporate headquarters are now located in Franklin Park, IL, where we occupy approximately 1,700 square feet of office space from Cortina, Inc. Cortina, which is owned by a friend of a former director, is letting us utilize the unoccupied space at no charge. This facility accommodates our principal sales, marketing, operations, finance and administrative activities. On July 1, 2013 we moved to a smaller space in Fort Lauderdale - approximately 600 square feet – under a 12 month lease at a rate of approximately $1,700 a month. 

Contingencies

We are subject to certain legal proceedings that have not been adjudicated, which are discussed in Part II, Item 1 of this Form 10-Q under the heading “Legal Proceedings”. In the opinion of management, the Company does not have probable liability related to these legal proceedings that would materially adversely affect our financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. If we fail to prevail in any of these legal matters, the operating results of a particular reporting period could be materially adversely affected.

Note 10 - Related Party Transactions and Certain Other Transactions

In March 2011, we entered into a Consulting/Services Agreement to facilitate the marketing and promotion of direct TV advertised products with Acorn, an entity that is wholly owned by Robert Roche, a stockholder and director of ours who beneficially owns 35% of our outstanding shares of Common Stock as of August 15, 2013. We did not record any significant revenue under this contract in either of the three-month period ended March 31, 2013 or 2012.

We paid consulting fees of $48,000 during the year ended December 31, 2012 to a consultant who was appointed by our board of directors.

10

RVUE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

In January 2012, in connection with the sale of the New Notes, we agreed to reimburse an investor (the “Lead Investor”) $65,000 for costs and expenses incurred by it (including, without limitation, legal and administrative fees) payable in cash or shares of our Common Stock at our election. On February 8, 2012, we issued 325,000 shares of our Common Stock to the Lead Investor as payment. Robert Roche, who is the sole stockholder of Acorn, is the grantor of the trust that controls the majority member of the Lead Investor. His sister is the manager of both the Lead Investor and the majority member of the Lead Investor. Mr. Roche disclaims any beneficial ownership of securities held by the Lead Investor as he does not have voting or dispositive powers over such securities. In addition another one of our directors is a minority member of the Lead Investor.

Note 11 – Supplemental Non-Cash Information

During the three months ended March 31, 2013, the Company accrued for fees associated with the equity raised in 2013 which will be paid in future issuance of common stock totaling $42,000 and issuance of warrants totaling $27,000. Additionally, in 2013, the Company reversed the accrued director fees balance of $81,667 upon the issuance of shares to officers and directors in lieu of cash compensation.

There were no non-cash transactions noted during the three months ended March 31, 2012.

11

Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This section and other parts of this Form 10-Q contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those Risk Factors discussed in Part II, Item 7, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”). The following discussion should be read in conjunction with the 2012 Form 10-K and the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Available Information

The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) are filed with the SEC. Such reports and other information filed by the Company with the SEC are available on the Company’s website at www.rvue.com when such reports are available on the SEC website. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

Executive Overview

We operate rVue, a demand-side platform (“DSP”) for planning, buying and managing DOOH and place-based media advertising. We provide an online, internet based DSP that connects advertisers and/or advertising agencies with third party DOOH media or networks, that allows the advertiser to create a targeted advertising campaign and media plan, and negotiate that media plan simultaneously with all the third-party networks selected. Through our strategic media services group, we execute complete campaigns on behalf of advertising clients or their agencies.

The rVue DSP is accessible via the Internet. Through rVue, once an advertising campaign has been agreed to between the advertiser and the DOOH network owner, the DOOH networks receive the display advertising to be shown on their installed base of digital media displays. rVue allows programming and advertising to be customized for display in specific venues, at specific times, and for demographic targeting. We provide the tools for advertisers and advertising agencies to customize campaigns for details as specific as location, customer preference, product availability, current events and other needs. We provide Proof- of-Play analytics and the network statistics necessary to monitor advertising on the networks and assist in evaluating the performance or refinements required for an advertising campaign, in some cases real time. Furthermore, rVue’s integrated analytics provide insight and opportunities for advertisers and agencies to extend the reach, impact and engagement of future campaigns.

As of March 31, 2013, 200+ networks comprising approximately 900,000 screens and delivering over 250 million daily impressions representing the top 50 market areas were accessible through rVue. Through our strategic media services group, we execute complete campaigns on behalf of advertising clients or their agencies.

12

We believe that consumers who are mobile are increasingly difficult to reach via traditional analog media platforms such as television, print and radio. Interaction with these consumers via multiple DOOH platforms has advantages. Advertisers desire, for example, to send pre-programmed, customized messages to specific geographic or demographic targets throughout the life of an advertising campaign. This can be achieved via the Internet, and we believe will increasingly be achieved through digital displays located along roadsides, on trains and buses and train platforms and bus stations, in elevators, in government offices, schools, restaurants and bars. All of these DOOH platforms are aggregated for advertiser and advertising agencies via the rVue DSP.

Similar models have been successfully deployed for Internet DSP’s, through Internet ad networks and exchanges that utilize similar services to sell banner and other advertising by websites and Internet publishers with excess inventory to monetize their assets. For example, Yahoo's Right Media Exchange leverages Yahoo's advertisers to assist publishers in monetizing available Internet advertising inventory. Our services provide a digital advertising solution that streamlines the process of planning, buying and optimizing display advertising on DOOH display networks. rVue is designed to simplify the process of buying and selling digital display ads while connecting all the market players — networks, advertisers, agencies, partners and developers — from a unified platform to do business more efficiently and effectively.

We provide network services and receive fees under contract or on a monthly basis, from Accenture. We provide monitoring and troubleshooting services on a 24/7 basis to Accenture for a private display network that they own under a contract for which we receive $11,975 per month. We expect to continue to receive revenue from these services to Accenture through 2013, but consider this non-core revenue. The primary forward strategy of our business is to earn transaction fees and margin from rVue technology and strategic media services, as discussed elsewhere herein.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Note 1, “Summary of Significant Accounting Policies” of this Form 10-Q and in the Notes to Consolidated Financial Statements in the Company’s 2012 Form 10-K describes the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material.

Management believes the Company’s critical accounting policies and estimates are those related to software development costs, derivative instruments, revenue recognition, stock-based compensation and income taxes. Management considers these policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Audit Committee of the Company’s Board of Directors.

13

Results of Operations

Three Months Ended March 31, 2013 and 2012:

Our unaudited results of operations for the three-month periods ended March 31, 2013 and 2012 were as follows:

	For the Three Months Ended March 31,
	2013		2012
Revenue
rVue fees	$	79,289	$	16,319
Network		58,225		115,169
		137,514		131,488
Costs and expenses
Cost of revenue		64,843		56,209
Selling, general and administrative expenses		1,311,131		927,847
Depreciation and amortization		13,472		123,668
Interest income		(224)		(136)
Interest expense		-		296,483
Change in fair value of derivative		-		443,711
Loss on early extinguishment of debt		-		17,456
		1,389,222		1,865,238
Loss before provision for income taxes		(1,251,708)		(1,733,750)
Provision for income taxes		-		-
Net loss	$	(1,251,708)	$	(1,733,750)
Net loss per common share - basic and diluted	$	(0.01)	$	(0.05)
Shares used in computing net loss per share:
Basic and diluted		109,000,990		37,663,796

Revenue

Revenue was $137,514 for the three-month period ended March 31, 2013 compared to $131,488 for the three-month period ended March 31, 2012, a $6,026 increase, or 4.6%. We earned revenue as follows:

	Three Months ended March 31,
Revenue Category	2013		2012		$ Change		% Change
rVue Revenue – Core Fees	$	79,289	$	16,319	$	62,970		385.9	%
Network Revenue – Non Core Fees		58,225		115,169		(56,944)		-49.4	%
Total Revenue	$	137,514	$	131,488	$	6,026		4.6	%

rVue Revenue – Core fees

We earn transaction fees from advertisers and agencies for placing advertising with networks through rVue and generate advertising revenue from advertisers who engage us to execute campaigns through managed services. The transaction fee is a percentage of the advertising dollars spent on campaigns, which varies based upon the level of targeting, reporting and other assistance we provide. We act, in certain transactions, as a principal to purchase advertising on behalf of a client who issues a purchase order for the strategic media services we provide. We contract in our name with the networks to purchase the necessary space and time to execute the campaign. In these instances, we assume the full financial risk of the campaign and are liable to the networks for the cost of network space and time.

14

rVue fees were $79,289 for the three-month period ended March 31, 2013, a $62,970 improvement over the $16,319 rVue fees for the three-month period ended March 31, 2012. While the majority of our revenue historically has been from network services and license fees, the development of the rVue platform and generating revenue and fees from the rVue platform is the focus of our business. As the rVue platform gains traction with advertisers and agencies, we expect to generate additional revenue and fees in 2013 from advertisers and agencies for placing advertising with DOOH networks through rVue. This is the focus of our business and the area in which we expect to generate the majority of our revenue in 2013 and beyond. We cannot assure you that advertisers or agencies will accept the rVue platform as their platform of choice for placing advertising with DOOH networks.

Network Revenue – Non-core fees

Network revenue was $58,225 for the three-month period ended March 31, 2013; a $56,944, or 49.4%, decrease compared to the $115,169 for the three-month period ended March 31, 2012. We earned fixed monthly fees of $11,975 from one client and fees from special projects from one client. We expect to continue to receive revenue from these services to this client for the remainder of 2013, but we do not intend to pursue additional network-related service opportunities as the focus of our business is the rVue platform.

Cost of Revenue

Cost of revenue consists primarily of expenses for the purchase of advertising impressions from third-party networks, the cost to deliver network services the cost of producing content for our network clients.

Cost of revenue was $64,843 for the three-month period ended March 31, 2013 compared to $56,209 for the three-month period ended March 31, 2012, and a $8,643 increase, or 15.4%, and was comprised of:

	Three Months Ended
	March 31,
	2013		2012		$ Change		% Change
Compensation and benefits	$	1,349	$	41,150	$	(39,801)		-96.7	%
Stock-based compensation expense				593		(593)		-100	%
Network services		180		3,880		(3,700)		-95.4	%
rVue operations		63,314		10,586		52,728		498	%
Total	$	64,843	$	56,209	$	8,634		15.4	%

The increase in cost of revenue is attributable to a $6,026 increase in sales compared to March 31, 2012, and the change in revenue category mix. The increase in core related revenues increases the cost of network expenses which are recorded in rVue operations. The substantial decrease in compensation and benefits is due to head count reduction for the non-core related services.

Selling, general and administrative expenses

Selling, general and administrative expenses (“SG&A”) were $1,311,131 for the three-month period ended March 31, 2013, compared to $927,847 for the three-month period ended March 31, 2012, a $383,284 increase, or 41.3%. Changes by major component of SG&A are:

	Three Months Ended
	March 31,
	2013		2012		$ Change		% Change
Compensation and benefits	$	135,438	$	476,259	$	(340,821)		-71.6	%
Stock-based compensation expense		748,000		15,027		732,973		4,877.7	%
Facility expense		35,063		46,842		(11,779)		-25.1	%
Communications expense		31,616		19,748		11,868		60.1	%
Debt issuance expense		0		65,000		(65,000)		-100.0	%
Travel expense		19,776		18,114		1,662		9.2	%
Advertising and marketing expense		65,905		13,108		52,797		402.8	%
Investor relations and investment banking fees		707		107,628		(106,921)		-99.3	%
Professional and consulting fees		247,327		136,241		111,086		81.5	%
Office support and supply expense		27,299		29,880		(2,581)		-8.6	%
Total	$	1,311,131	$	927,847	$	383,284		41.3	%

15

Compensation and benefits decreased $340,821, or 71.6% for the three months ended March 31, 2013 when compared to the three months ended March 31, 2012. This change was due to a $39,076 reduction in the amount of payroll costs being capitalized for software development, a reduction in payroll of $275,113 due to staff reductions that were implemented in the three months ended March 31, 2013, a $50,286 reduction in the vacation accrual for recent staff reductions, a $26,947 reduction in healthcare costs due to staff reductions and a reduction of payroll tax expense of $27,551 due to lower payroll costs.

Stock-based compensation expense increase relates to a board approved one time, performance based payment to a former director who served as the interim CEO and CFO for approximately one year.

Advertising and marketing expense increased by $52,797 or 402.8%, in the three-month period ended March 31, 2013, when compared to the three-month period ended March 31, 2012. This increase is a result of rVue’s investment in new product development.

Investor relations and investment banking fees for the three-month period ended March 31, 2013 decreased $106,921, or 99.3%, when compared to the three-month period ended March 31, 2012. The Company ended its agreement with its investor relations representative to reduce its operating costs.

Professional and consulting fees for the three-month period ended March 31, 2013 increased $111,086, or 81.5%, compared to the three-month period ended March 31, 2012. Consulting fees increased approximately $100,800 due to consulting fees paid to former CEO Jason Kates, as prescribed in his separation agreement, legal fees decreased $13,686, fees related to SEC filings and Sarbanes-Oxley work decreased $7,474 and directors’ fees increased $36,567 while accounting and other fees decreased $5,121.

Depreciation and amortization

Depreciation was $4,681 for the three-month period ended March 31, 2013 compared to $9,172 for the three-month period ended March 31, 2012, a $4,491 decline, or 49.0%. For the three-month period ended March 31, 2013, amortization expense for software development was $8,791, compared to $114,496 for the three-month period ended March 31, 2012, a $105,705 decline, or 92.3%. The large decrease in depreciation and amortization expense for software development costs is due to the costs being amortized over an 18 month period with minimal additions since December 31, 2011.

Interest income

Interest income was $224 for the three-month period ended March 31, 2013 compared to $136 for the three-month period ended March 31, 2012, an $88 increase, or 64.7%. Interest income is a function of cash on hand.

Interest expense

	Three Months Ended
	March 31,
	2013		2012
Interest on convertible notes	$	-	$	14,337
Original issue discount		-		282,136
	$	-	$	296,483

We issued Notes in November 2011 and New Notes in January and May 2012. The interest on these notes accrued at 6% per annum. The original issue discount represents the amortization of the initial value of the embedded derivative components of the Notes and New Notes. These Notes were converted into shares of our common stock on September 10, 2012.

16

Liquidity and Capital Resources

As of March 31, 2013, we had cash and cash equivalents totaling $741,758. Since our inception, we have incurred net losses, and at March 31, 2013, we had an accumulated deficit of $ 10,868,691 and total stockholders’ deficit of $322,213. We expect to continue to incur losses in fiscal 2013. There is no guarantee that we will ultimately be able to generate sufficient revenue or reduce our costs in the anticipated time frame to achieve and maintain profitability and have sustainable cash flows.

We did not have any material commitments for capital expenditures at March 31, 2013. We have budgeted capital expenditures of approximately $50,000 for fiscal 2013, primarily capitalized labor for software development. Any required expenditure will be completed through internally generated funding or from proceeds from the sale of common or preferred stock, or borrowings.

We did not have any significant elements of income or loss not arising from continuing operations in the three-month periods ended March 31, 2013 and 2012. While our business is marginally seasonal, we do not expect this seasonality to have a material adverse effect on our results of operations or cash flows.

Cash used in operating activities

Net cash used in operating activities totaled $404,733 for the three-month period ended March 31, 2013 compared to $641,413 for the three-month period ended March 31, 2012. In the three-month period ended March 31, 2013, cash was used to fund a net loss of $1,251,708, reduced by depreciation of $13,472, stock-based compensation expense of $748,000, common stock issued for services valued at $40,833, and decreased due to changes in operating assets and liabilities totaling $44,670.

In the three-month period ended March 31, 2012, cash was used to fund a net loss of $1,733,750, reduced by depreciation of $123,668, stock-based compensation expense of $15,620 and common stock issued for services valued at $95,000, convertible loan interest of $296,361, a net change in fair value of derivative liabilities of $443,711, loss on early extinguishment of debt of $17,456 and changes in operating assets and liabilities totaling $100,521.

Cash used in investing activities

Net cash used in investing activities totaled $18,183 for the three-month period ended March 31, 2013 compared to $57,464 of net cash used in investing activities in the three-month period ended March 31, 2012. In the three-month period ended March 31, 2013, cash used in investing activities consisted of $18,283 for software development costs and a decrease in deposits of $100. In the three-month period ended March 31, 2012, cash used in investing activities consisted of $57,364 for software development costs and $100 for deposits.

Cash from financing activities

Net cash provided by financing activities totaled $316,500 for the three-month period ended March 31, 2013 were the proceeds from the sale of common stock. For the three-month period ended March 31, 2012, net cash provided by financing activities totaled $935,000 and were the proceeds from the sale of the New Notes.

Financial condition

As of March 31, 2013, we had a working capital deficit of $372,214, an accumulated deficit of $10,868,691and total stockholders’ deficit of $322,213, compared to a working capital surplus of $241,205, an accumulated deficit of $9,616,983 and total stockholders’ equity of $286,495 at December 31, 2012. The improvement's in our financial condition was due to the proceeds from the sale of $586,500 of stock during the quarter and the reduction of losses compared to the prior year’s quarter.

We believe that with the cash we have on hand and the cash we expect to raise through future securities issuances, that we will have sufficient funds available to cover our cash requirements through the next twelve months. We further expect that key strategic relationships that we have entered into and that we expect to enter into will lead to additional revenue opportunities.

At December 31, 2012 our registered independent public accounting firm expressed substantial doubt as to our ability to continue as a going concern because, since inception, we have incurred substantial losses and negative cash flows from operations. This concern will be addressed by focusing on revenue growth in the coming months. In addition, management will review projected second half (2013) losses against cash on hand and consider raising capital if required.

17

Off-Balance Sheet Arrangements

Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities.

18

Item 3.           Quantitative And Qualitative Disclosures About Market Risk.

Not applicable.

Item 4.   Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2013, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During the second half of 2012 and first quarter of 2013, several management positions within the Company had experienced transitions. This led to a lack of timely filing of certain of the Company’s required filings with the SEC. Current management is in the process of returning the Company to a current filing status with the SEC.

Inherent Limitations Over Internal Controls

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:

(i)           pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the Company’s assets;

(ii)          provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and

(iii)         provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the Company’s principal executive officer and principal financial officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the three-month period ended March 31, 2013 which were identified in connection with management’s evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

PART II – OTHER INFORMATION

Item 1.           Legal Proceedings.

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business.

On or about February 22, 2012, Brooke Capital Investments LLC commenced an action in the Circuit Court of the 17th Judicial District in Broward County, Florida, alleging that we owe them 750,000 shares of our common stock for services rendered in connection with an amended Investor Relations Consulting Agreement that we entered into with Brooke. On February 11, 2013, the case was dismissed with prejudice pursuant to the Order Approving and Adopting Joint Stipulation of Dismissal with Prejudice.

On or about March 8, 2011, Viewpoint Securities, Inc. commenced an action in the Circuit Court of the 17th Judicial District in Broward County, Florida, alleging that we owe them a placement agent fee of $210,000 and warrants to purchase 175,167 shares of our common stock for purported services rendered in connection with our December 2010 private placement. On July 29, 2011, we answered their Second Amended Complaint and asserted various defenses to the claims asserted therein. Additionally, we filed a Counterclaim for rescission of the Agreement. On January 9, 2012, Viewpoint filed an amended answer to our counterclaim. We believe the case is without merit and are vigorously defending ourselves in connection therewith. In the opinion of management, we do not believe that we have a probable liability related to this legal proceeding that would materially adversely affect our financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. If we fail to prevail in this legal matter, the operating results of a particular reporting period could be materially adversely affected.

On or about September 14, 2012, Casville Investments, Ltd, MBC Investment, SA, and Watkins International, Ltd., shareholders of Argo Digital Solutions, Inc., asserted claims individually and derivatively on behalf of Argo against rVue Holdings, Inc., Jason M. Kates, Richard J. Sullivan, David A. Loppert, World Capital Markets, Inc., and Solutions, Inc. in the United States District Court for the Southern District of New York. The plaintiffs allege that they were injured as a result of the alleged mismanagement of Argo and the May 2010 asset purchase transaction between Argo, rVue, Inc. and rVue Holdings, Inc. On December 21, 2012, we moved to dismiss the Complaint on various grounds and moved to transfer the case from New York to Florida .The Court has yet to rule on our motion to dismiss the case on other grounds. We believe the case is without merit and are vigorously defending ourselves in connection therewith. In the opinion of management, we do not believe that we have a probable liability related to this legal proceeding that would materially adversely affect our financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. If we fail to prevail in this legal matter, the operating results of a particular reporting period could be materially adversely affected.

20

Item 1A.        Risk Factors.

Not applicable.

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds.

In January 2013, the Company sold an aggregate of 9,000,000 shares of its common stock to a group of seven investors for an aggregate cash purchase price of $540,000.  They were issued to the investors without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by the Company not involving any public offering, and Rule 506 promulgated thereunder.

On February 5, 2013, the Company sold 1,000,000 shares of its common stock to Mark Pacchini, our current Chief Executive Officer and acting Chief Financial Officer, for a cash purchase price of $60,000.  The shares were issued to the Mr. Pacchini without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act, as a transaction by the Company not involving any public offering.

On February 15, 2013, the Company issued 300,000, 350,000 and 166,666 shares of its common stock to Robert Chimbel, Patrick O’Donnell and Robert Roche, respectively, as compensation for services provided to the Company by serving on its Board of Directors.  The shares were issued to the directors without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act, as a transaction by the Company not involving any public offering.

On February 15, 2013, the Company issued 20,000 shares of its common stock to DRC Partners, LLC (“DRC”), as compensation for services provided to the Company.  The shares were issued to DRC without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act, as a transaction by the Company not involving any public offering.

Item 3.           Defaults Upon Senior Securities.

None.

Item 4.           Mine Safety Disclosures.

Not applicable.

Item 5.           Other Information.

None.

21

Item 6.           Exhibits.

(a)    Index to Exhibits 

Exhibit No.	Exhibit Description
31.1*	Rule 13a-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a) Certification of Chief Financial Officer.
32.1**	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
EX-101.INS *	XBRL Instance Document
EX-101.SCH *	XBRL Taxonomy Extension Schema Document
EX-101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
EX-101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
EX-101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

*    Filed herewith.

**  Furnished herewith.

22

SIGNATURE

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.

	rVue Holdings, Inc.
	(Registrant)
Date: August 20, 2013	By:	/s/ Mark P. Pacchini
		Acting Chief Financial Officer
		(Duly Authorized Officer and
		Principal Financial Officer)

23

EXHIBIT INDEX
Exhibit No.	Exhibit Description
31.1*	Rule 13a-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a) Certification of Chief Financial Officer.
32.1**	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
EX-101.INS *	XBRL Instance Document
EX-101.SCH *	XBRL Taxonomy Extension Schema Document
EX-101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document
EX-101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB *	XBRL Taxonomy Extension Label Linkbase Document
EX-101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

*    Filed herewith.

**  Furnished herewith.

24

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  

I, Mark P. Pacchini, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of rVue Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2013	/s/ Mark P. Pacchini
	Mark P. Pacchini
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark P. Pacchini certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of rVue Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 20, 2013	/s/Mark P. Pacchini
	Mark P. Pacchini
	Acting Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of rVue Holdings, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark P. Pacchini, Chief Executive Officer and acting Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Mark P. Pacchini

Mark P. Pacchini

Chief Executive Officer

Date: August 20, 2013

/s/ Mark P. Pacchini

Mark P. Pacchini

Acting Chief Financial Officer

Date: August 20, 2013

A signed original of this written statement required by Section 906 has been provided to rVue Holdings, Inc. and will be retained by rVue Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Supplemental Non-Cash Information

3 Months Ended

Mar. 31, 2013

Supplemental Non Cash Information [Abstract]

Supplemental Non Cash Information [Text Block]

Note 11 – Supplemental Non-Cash Information

During the three months ended March 31, 2013, the Company accrued for fees associated with the equity raised in 2013 which will be paid in future issuance of common stock totaling $42,000 and issuance of warrants totaling $27,000. Additionally, in 2013, the Company reversed the accrued director fees balance of $81,667 upon the issuance of shares to officers and directors in lieu of cash compensation.

There were no non-cash transactions noted during the three months ended March 31, 2012.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenue
rVue advertising revenue	$ 79,289	$ 16,319
Network	58,225	115,169
Revenues	137,514	131,488
Costs and expenses
Cost of revenue	64,843	56,209
Selling, general and administrative expenses	1,311,131	927,847
Depreciation and amortization	13,472	123,668
Interest income	(224)	(136)
Interest expense	0	296,483
Change in fair value of derivative	0	443,711
Loss on early extinguishment of debt	0	17,456
Operating Expenses	1,389,222	1,865,238
Loss before provision for income taxes	(1,251,708)	(1,733,750)
Provision for income taxes	0	0
Net loss	$ (1,251,708)	$ (1,733,750)
Net loss per common share - basic and diluted (in dollars per share)	$ (0.01)	$ (0.05)
Shares used in computing net loss per share:
Basic and diluted (in shares)	109,000,990	37,663,796

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Financial Instruments

3 Months Ended

Mar. 31, 2013

Investments, All Other Investments [Abstract]

Financial Instruments Disclosure [Text Block]

Note 4 – Financial Instruments

Cash and cash equivalents

The following table summarizes the fair value of the Company’s cash and cash equivalents as of March 31, 2013 and December 31, 2012:

	March 31,		December 31,
	2013		2012
Cash	$	15,346	$	17,193
Cash equivalents - money market funds		726,412		830,981
Total cash and cash equivalents	$	741,758	$	848,174

Accounts Receivable

We sell our services directly to our customers. We generally do not require collateral from our customers; however, we will require collateral in certain instances to limit credit risk. Accounts receivable from two of our customers accounted for 44.1%, and 39.1% of total accounts receivable at March 31, 2013, and accounts receivable from one of our customers accounted for 85.5% of total accounts receivable at December 31, 2012, respectively. We had no allowance for doubtful accounts at either March 31, 2013 or at December 31, 2012.

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Going Concern (Details Textual) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Accumulated deficit	$ (10,868,691)	$ (9,616,983)

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Basis of Presentation and Preparation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, fair values of financial instruments, useful lives of capitalized software development costs and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. In the opinion of the Company’s management, all adjustments (including normal recurring adjustments) considered necessary to present fairly the unaudited condensed consolidated financial statements have been made. 

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the year ended December 31, 2012, included in our Annual Report on Form 10-K (the “2012 Form 10-K”).

The unaudited condensed consolidated statement of operations for the three months ended March 31, 2013 is not necessarily indicative of the results that may be expected for the entire year.

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Financial Instruments (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Cash and cash equivalents	$ 741,758	$ 848,174
Cash [Member]
Cash and cash equivalents	15,346	17,193
Money Market Funds [Member]
Cash and cash equivalents	$ 726,412	$ 830,981

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Loss Per Common Share (Details 1)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	6,947,137
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	405,312
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	361,460
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	6,180,365

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Stockholders' Equity and Stock Based Compensation (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013
Contingent Expense	$ 748,000
Stock Issued During Period, Value, New Issues	517,500
Director [Member]
Stock Issued During Period, Shares, New Issues	816,667
Stock Issued During Period, Value, New Issues	40,833
Michael Mullarkey [Member]
Stock Issued During Period, Shares, Issued For Services	4,400,000
Preferred Stock [Member]
Stock Issued During Period, Shares, Issued For Services	0
Stock Issued During Period, Shares, New Issues	0
Stock Issued During Period, Value, New Issues	0
Common Stock [Member]
Stock Issued During Period, Shares, Issued For Services	836,666
Stock Issued During Period, Shares, New Issues	10,000,000
Stock Issued During Period, Value, New Issues	$ 10,000

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Condensed Consolidated Financial Statement Details (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Prepaid expenses
Insurance	$ 9,198	$ 16,978
Licenses and subscriptions	12,220	13,332
Prepaid Rent	4,341	12,964
Services	0	12,500
Other	6,347	606
Prepaid Expenses	32,106	56,380
Property and Equipment
Computers and software	86,977	86,977
Furniture and equipment	22,573	22,573
Gross property and equipment	109,550	109,550
Less accumulated depreciation and amortization	(105,684)	(101,002)
Estimated Useful Lives, Furniture and equipment	3 years
Net property and equipment	3,866	8,548
Software Development Costs
Software development costs	1,079,806	1,061,522
Less accumulated amortization	(1,047,081)	(1,038,290)
Net software development costs	32,725	23,232
Estimated Useful Lives, Software	18 months
Accrued Expenses
Investor Relations Fees	0	5,600
Personnel costs	19,923	52,191
Directors fees	28,375	144,667
Professional fees	23,305	69,724
Deferred rent	4,341	8,682
Network costs	37,517	44,209
Stock issuance costs	69,000
Other	33,988	37,275
Consulting fees	117,500	27,500
Accrued Expenses	$ 333,949	$ 389,848
Maximum [Member]
Property and Equipment
Computer and Software Useful Life	5 years
Minimum [Member]
Property and Equipment
Computer and Software Useful Life	2 years

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Loss Per Common Share (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Numerator:
Net loss	$ (1,251,708)	$ (1,733,750)
Denominator:
Weighted-average shares outstanding	109,000,990	37,663,796
Effect of dilutive securities (1)	0	0
Weighted-average diluted shares (in shares)	109,000,990	37,663,796
Basic and diluted loss per share (in dollars per share)	$ (0.01)	$ (0.05)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating activities
Net loss	$ (1,251,708)	$ (1,733,750)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	13,472	123,668
Stock-based compensation expense	748,000	15,620
Common stock issued for services	40,833	95,000
Convertible loan interest	0	296,361
Change in fair value of derivative instruments	0	443,711
Loss on early extinguishment of debt	0	17,456
Changes in operating assets and liabilities:
Accounts receivable	112,446	88,779
Prepaid expenses	24,274	45,870
Accounts payable	(51,818)	(23,133)
Accrued expenses	(40,232)	(10,995)
Cash used in operating activities	(404,733)	(641,413)
Investing activities
Payments for property, equipment and software development	(18,283)	(57,364)
Change in deposits	100	(100)
Cash used in investing activities	(18,183)	(57,464)
Financing activities
Proceeds from convertible notes	0	935,000
Proceeds from the issuance of common stock	316,500	0
Cash provided by financing activities	316,500	935,000
Increase (decrease) in cash and cash equivalents	(106,416)	236,123
Cash and cash equivalents, beginning of period	848,174	19,917
Cash and cash equivalents, end of period	$ 741,758	$ 256,040

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Going Concern

3 Months Ended

Mar. 31, 2013

Going Concern [Abstract]

Going Concern [Text Block]

Note 2 – Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have sustained losses and experienced negative cash flows from operations since inception, and have an accumulated deficit of $10,868,691 at March 31, 2013. These factors raise substantial doubt about our ability to continue to operate in the normal course of business. We have funded our activities to date almost exclusively from equity and debt financings.

We will continue to require substantial funds to continue development of our core business. Management’s plans in order to help meet our operating cash flow requirements include (i) financing activities such as private placements of common stock, and issuances of debt and convertible debt instruments, (ii) staff reductions, (iii) a hiring and expansion freeze, and (iv) the establishment of strategic relationships which we believe will lead to the generation of additional revenue opportunities.

While we believe that we will be successful in obtaining the necessary financing to fund our operations, there are no assurances that such additional funding will be achieved or that we will succeed in our future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

 Note 5 – Fair Value Measurements

Fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs, with the highest priority given to Level 1, as these are the most transparent or reliable:

Level 1 - Quoted prices for identical instruments in active markets.

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable directly or indirectly.

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

We are responsible for the valuation process and as part of this process we used data from an outside source to establish fair value. We performed due diligence to understand the inputs used or how the data was calculated or derived, and we corroborated the reasonableness of external inputs in the valuation process.

Assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and December 31, 2012 were as follows:

	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
March 31,2013
Assets:
Cash equivalents - money market funds	$	726,412	$	-	$	-	$	726,412
December 31, 2012
Assets:
Cash equivalents - money market funds	$	830,981	$	-	$	-	$	830,981

The fair value of the money market funds, classified as Level 1, utilized quoted prices in active markets. The Company had no Level 2 and Level 3 assets or liabilities at March 31, 2013 and December 31, 2012.

The Company had level 3 derivative liabilities at March 31, 2012 as a result of a conversion feature contained in a Promissory Note Agreement, as well as related stock warrants. These transactions are more fully described in Note 9 of the Company’s annual report on Form 10-K filed for the year ended December 31, 2012. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three month period ended March 31, 2012:

Balance, January 1, 2012	$	100,900
Purchases		1,114,827
Settlements		(76,700)
Realized and unrealized (gains) losses included in earnings		520,411
Balance at March 31, 2012		1,659,438

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Loss Per Common Share

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Note 3 - Loss Per Common Share

Basic and diluted loss per common share is computed by dividing the loss by the weighted average number of common shares outstanding for the period. Since the Company incurred losses attributable to common stockholders during the three months ended March 31, 2013 and 2012, diluted loss per common share has not been computed by giving effect to all potentially dilutive common shares that were outstanding during the three months ended March 31, 2013 and 2012. Dilutive common shares include incremental shares issuable upon the exercise of stock options and warrants to the extent that the average fair value of the Company’s common stock for each period is greater than the exercise price of the derivative securities.

The following table sets forth the computation of basic and diluted loss per common share:

	Three Months Ended
	March 31,
	2013		2012
Numerator:
Net loss	$	(1,251,708)	$	(1,733,750)
Denominator:
Weighted-average shares outstanding		109,000,990		37,663,796
Effect of dilutive securities (1)		-		-
Weighted-average diluted shares		109,000,990		37,663,796
Basic and diluted loss per share	$	(0.01)	$	(0.05)

(1) The following stock options, warrants and convertible notes outstanding as of March 31 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive:

	Three Months Ended
	March 31
	2013		2012
Stock options		-		405,312
Warrants		-		361,460
Convertible notes		-		6,180,365
		-		6,947,137

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Financial Instruments (Details Textual)	Mar. 31, 2013	Dec. 31, 2012
Customer One [Member]
Entity Wide Accounts Receivable Major Customer Percentage	44.10%	85.50%
Customer Two [Member]
Entity Wide Accounts Receivable Major Customer Percentage	39.10%

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Condensed Consolidated Financial Statement Details (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Depreciation	$ 4,681	$ 9,172
Amortization	$ 8,791	$ 114,496

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Supplemental Non-Cash Information (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013
Non Cash Future Issuance Of Common Stock	$ 42,000
Non Cash Future Issuance Of Warrants	27,000
Non Cash Issuance Of Shares To Officers In Lieu Of Cash	$ 81,667

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CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $)	Mar. 31, 2013	Dec. 31, 2012
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	140,000,000	140,000,000
Common stock, shares issued	111,528,620	100,691,954
Common stock, shares outstanding	111,528,620	100,691,954

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Stockholders' Equity and Stock Based Compensation

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

Note 8 - Stockholders’ Equity and Stock Based Compensation

Equity Awards

Stock Option Activity

A summary of the Company’s stock option activity for the three-month period ended March 31, 2013 is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2012		2,326,667	$	0.24		7.80		-
Options granted		-		-
Options exercised		-		-
Options forfeited		(501,667)	$	0.22
Balance at March 31, 2013		1,825,000	$	0.24		7.02	$	-
Exercisable at March 31, 2013		1,825,000	$	0.24		7.02	$	-
Expected to vest after March 31, 2013		-	$				$	-

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable. The aggregate intrinsic value excludes the effect of stock options that have a zero or negative intrinsic value.

Stock-Based Compensation

Stock-based compensation cost for stock options is estimated at the grant date based on the fair-value as calculated by the Black-Scholes Merton (“BSM”) option-pricing model. The BSM option-pricing model incorporates various assumptions including expected volatility, expected life and interest rates.  The Company’s computation of expected life is determined based on the simplified method as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its equity shares have been publicly traded. The interest rate is based on the U.S. Treasury Yield curve in effect at the time of grant. The Company’s computation of expected volatility is based on comparable companies’ average historical volatility. The Company does not expect to pay dividends. While the Company believes these estimates are reasonable, the estimated compensation expense would increase if the expected life was increased or a higher expected volatility was used. The Company recognizes stock-based compensation cost as expense on a straight-line basis over the requisite service period.

We did not grant any options during the three-month period ended March 31, 2013 or 2012.

On March 29, 2013, the Board approved payment of 4.4 million shares to Michael Mullarkey, a director, as compensation for serving as CEO and CFO after the prior CEO and CFO both left the Company in 2012. Mr. Mullarkey held those temporary positions until April 11, 2013, when a CEO was appointed. Mr. Mullarkey resigned from the Company’s board of directors effective May 31, 2013. The share award was contingent upon the accomplishment of certain objectives set by the board of directors. The accomplishment of the objectives was determined in the first quarter of 2013, and the resulting expense of $748,000 was recorded during the three months ended March 31, 2013.

In addition, the Company issued an aggregate of 816,667 shares to officers and directors in lieu of cash compensation resulting in additional director fee expense of $40,833 during the three months ended March 31, 2013.

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $)	Total	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance at Dec. 31, 2012	$ 286,495	$ 0	$ 100,692	$ 9,802,786	$ (9,616,983)
Balance (in shares) at Dec. 31, 2012		0	100,691,954
Common stock issued for compensation and services	125,500	0	837	124,663	0
Common stock issued for compensation and services (in shares)		0	836,666
Common stock issued	517,500	0	10,000	507,500	0
Common stock issued (in shares)		0	10,000,000
Net loss	(1,251,708)	0	0	0	(1,251,708)
Balance at Mar. 31, 2013	$ (322,213)	$ 0	$ 111,529	$ 10,434,949	$ (10,868,691)
Balance (in shares) at Mar. 31, 2013		0	111,528,620

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 741,758	$ 848,174
Accounts receivable	50,628	163,074
Prepaid expenses	32,106	56,380
Total current assets	824,492	1,067,628
Property and equipment, net	3,866	8,548
Software development costs	32,725	23,232
Deposits	13,410	13,510
Assets	874,493	1,112,918
Liabilities and Stockholders' Equity
Accounts payable	102,782	154,600
Accrued expenses	333,949	389,848
Subscription investment payable	0	270,000
Accrued stock-based compensation	748,000	0
Deferred revenue	11,975	11,975
Total current liabilities	1,196,706	826,423
Commitments and contingencies (Note 9)
Stockholders' equity/(deficit):
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized; none issued or outstanding	0	0
Common stock, $0.001 par value per share; 140,000,000 shares authorized at March 31, 2013 and December 31, 2012; 111,528,620 issued and outstanding at March 31, 2013 and 100,691,954 at December 31, 2012, respectively	111,529	100,692
Additional paid-in capital	10,434,949	9,802,786
Accumulated deficit	(10,868,691)	(9,616,983)
Total stockholders' equity/(deficit)	(322,213)	286,495
Liabilities and Stockholders Equity	$ 874,493	$ 1,112,918

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Fair Value Measurements (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Assets:
Cash equivalents - money market funds	$ 741,758	$ 848,174	$ 256,040	$ 19,917
Money Market Funds [Member]
Assets:
Cash equivalents - money market funds	726,412	830,981
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Cash equivalents - money market funds	726,412	830,981
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Assets:
Cash equivalents - money market funds	0	0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Assets:
Cash equivalents - money market funds	$ 0	$ 0

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Stockholders' Equity and Stock Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of the Company’s stock option activity for the three-month period ended March 31, 2013 is as follows:

	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at December 31, 2012		2,326,667	$	0.24		7.80		-
Options granted		-		-
Options exercised		-		-
Options forfeited		(501,667)	$	0.22
Balance at March 31, 2013		1,825,000	$	0.24		7.02	$	-
Exercisable at March 31, 2013		1,825,000	$	0.24		7.02	$	-
Expected to vest after March 31, 2013		-	$				$	-

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Commitments and Contingencies (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013 sqft
Lease Expiration Date	Jun. 30, 2013
Area of Land	1,700
Fort Lauderdale [Member] | Subsequent Event [Member]
Area of Land	600
Operating Leases Rent Expense Per Month	$ 1,700
Lease Period	12
Franklin Park, II [Member]
Description of Lessor Leasing Arrangements, Operating Leases	Our corporate headquarters are now located in Franklin Park, IL, where we occupy approximately 1,700 square feet of office space from Cortina, Inc. Cortina, which is owned by a friend of a former director, is letting us utilize the unoccupied space at no charge. This facility accommodates our principal sales, marketing, operations, finance and administrative activities

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Related Party Transactions and Certain Other Transactions (Details Textual) (USD $)	1 Months Ended		12 Months Ended
	Feb. 29, 2012	Jan. 31, 2012	Dec. 31, 2012	Aug. 15, 2013 Acorn [Member] Subsequent Event [Member]
Consultation Fee Paid, Related Party			$ 48,000
Expenses Reimbursed, Related Party		$ 65,000
Stock Issued During Period Shares Payment Of Expenses	325,000
Investment Owned, Percent of Net Assets				35.00%

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Tax Disclosure [Text Block]

Note 7 - Income Taxes

There is no income tax benefit for the losses for the three-month period ended March 31, 2013 and 2012, respectively, since management has determined that the realization of the net deferred tax asset is not more likely than not to be realized and has created a valuation allowance for the entire amount of such benefit.

Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations. At December 31, 2012, we had no unrecognized tax benefits, or any tax related interest or penalties. There were no changes in unrecognized tax benefits during the period ended March 31, 2013. We did not recognize any interest or penalties during 2012 related to unrecognized tax benefits, or through the period ended March 31 2013.

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Fair Value Measurements (Details 1) (USD $)	3 Months Ended
	Mar. 31, 2012
Balance, January 1, 2012	$ 100,900
Purchases	1,114,827
Settlements	(76,700)
Realized and unrealized (gains) losses included in earnings	520,411
Balance at March 31, 2012	$ 1,659,438

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Related Party Transactions and Certain Other Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 10 - Related Party Transactions and Certain Other Transactions

In March 2011, we entered into a Consulting/Services Agreement to facilitate the marketing and promotion of direct TV advertised products with Acorn, an entity that is wholly owned by Robert Roche, a stockholder and director of ours who beneficially owns 35% of our outstanding shares of Common Stock as of August 15, 2013. We did not record any significant revenue under this contract in either of the three-month period ended March 31, 2013 or 2012.

We paid consulting fees of $48,000 during the year ended December 31, 2012 to a consultant who was appointed by our board of directors.

In January 2012, in connection with the sale of the New Notes, we agreed to reimburse an investor (the “Lead Investor”) $65,000 for costs and expenses incurred by it (including, without limitation, legal and administrative fees) payable in cash or shares of our Common Stock at our election. On February 8, 2012, we issued 325,000 shares of our Common Stock to the Lead Investor as payment. Robert Roche, who is the sole stockholder of Acorn, is the grantor of the trust that controls the majority member of the Lead Investor. His sister is the manager of both the Lead Investor and the majority member of the Lead Investor. Mr. Roche disclaims any beneficial ownership of securities held by the Lead Investor as he does not have voting or dispositive powers over such securities. In addition another one of our directors is a minority member of the Lead Investor.

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Condensed Consolidated Financial Statement Details

3 Months Ended

Mar. 31, 2013

Condensed Consolidated Financial Statement Details [Abstract]

Condensed Consolidated Financial Statement Details [Text Block]

Note 6 – Condensed Consolidated Financial Statement Details

The following tables show the Company’s condensed consolidated financial statement details as of March 31, 2013 and December 31, 2012:

Prepaid expenses	March 31, 2013		December 31, 2012
Insurance	$	9,198	$	16,978
Licenses and subscriptions		12,220		13,332
Prepaid Rent		4,341		12,964
Services		-		12,500
Other		6,347		606
	$	32,106	$	56,380

Property and Equipment	Estimated Useful Lives		March 31,		December 31,
	(Years)		2013		2012
Computers and software		2 - 5	$	86,977	$	86,977
Furniture and equipment		3		22,573		22,573
Gross property and equipment				109,550		109,550
Less accumulated depreciation				(105,684)		(101,002)
Net property and equipment			$	3,866	$	8,548

Depreciation expense was $4,681 and $ 9,172 for the three months ended March 31, 2013 and 2012, respectively.

Software Development Costs	Estimated Useful Lives		March 31		December 31,
	(Months)		2013		2012
Software development costs		18	$	1,079,806	$	1,061,522
Less accumulated amortization				(1,047,081)		(1,038,290)
Net software development costs			$	32,725	$	23,232

Amortization expense was $8,791 and $114,496 for the three months ended March 31, 2013 and 2012, respectively.
 

Accrued Expenses			December 31,
	March 31, 2013		2012
Investor relations fees	$	-	$	5,600
Personnel costs		19,923		52,191
Directors fees		28,375		144,667
Professional fees		23,305		69,724
Deferred rent		4,341		8,682
Network costs		37,517		44,209
Stock issuance costs		69,000
Other		33,988		37,275
Consulting fees		117,500		27,500
	$	333,949	$	389,848

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 1 – Summary of Significant Accounting Policies

rVue Holdings, Inc., formerly known as Rivulet International, Inc. (“We”, “rVue” or the “Company”), was incorporated in the State of Nevada on November 12, 2008. We are an advertising technology company that has developed and operates an integrated advertising exchange and digital distribution platform – rVue – for the Digital Out-of-Home (“DOOH”) industry.

Basis of Presentation and Preparation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, fair values of financial instruments, useful lives of capitalized software development costs and property and equipment, fair values of stock-based awards, income taxes, and contingent liabilities, among others. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. In the opinion of the Company’s management, all adjustments (including normal recurring adjustments) considered necessary to present fairly the unaudited condensed consolidated financial statements have been made. 

The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the year ended December 31, 2012, included in our Annual Report on Form 10-K (the “2012 Form 10-K”).

The unaudited condensed consolidated statement of operations for the three months ended March 31, 2013 is not necessarily indicative of the results that may be expected for the entire year.

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Stockholders' Equity and Stock Based Compensation (Details) (USD $)	3 Months Ended	12 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Balance - Number of Options	2,326,667
Options granted - Number of Options	0
Options exercised - Number of Options	0
Options forfeited - Number of Options	(501,667)
Balance - Number of Options	1,825,000	2,326,667
Exercisable at March 31, 2013 - Number of Options	1,825,000
Expected to vest after March 31, 2013 - Number of Options	0
Balance - Weighted Average Exercise Price Per Share (in dollars per share)	$ 0.24
Options granted - Weighted Average Exercise Price Per Share (in dollars per share)	$ 0
Options exercised - Weighted Average Exercise Price Per Share (in dollars per share)	$ 0
Options forfeited - Weighted Average Exercise Price Per Share (in dollars per share)	$ 0.22
Balance - Weighted Average Exercise Price Per Share (in dollars per share)	$ 0.24	$ 0.24
Exercisable at March 31, 2013 - Weighted Average Exercise Price Per Share (in dollars per share)	$ 0.24
Balance - Weighted Average Remaining Contractual Term	7 years 7 days	7 years 9 months 18 days
Exercisable at March 31, 2013 - Weighted Average Remaining Contractual Term	7 years 7 days
Balance - Aggregate Intrinsic Value	$ 0
Balance - Aggregate Intrinsic Value	0	0
Exercisable at March 31, 2013 - Aggregate Intrinsic Value	0
Expected to vest after March 31, 2013 - Aggregate Intrinsic Value	$ 0

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Loss Per Common Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the computation of basic and diluted loss per common share:

	Three Months Ended
	March 31,
	2013		2012
Numerator:
Net loss	$	(1,251,708)	$	(1,733,750)
Denominator:
Weighted-average shares outstanding		109,000,990		37,663,796
Effect of dilutive securities (1)		-		-
Weighted-average diluted shares		109,000,990		37,663,796
Basic and diluted loss per share	$	(0.01)	$	(0.05)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following stock options, warrants and convertible notes outstanding as of March 31 2013 and 2012 were not included in the computation of dilutive loss per share because the net effect would have been anti-dilutive:

	Three Months Ended
	March 31
	2013		2012
Stock options		-		405,312
Warrants				361,460
Convertible notes		-		6,180,365
		-		6,947,137

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 9 – Commitments and Contingencies

Other Off-Balance Sheet Commitments

We leased our Ft. Lauderdale office space for our corporate headquarters and technology group under a non-cancelable operating lease which expired June 30, 2013.

Our corporate headquarters are now located in Franklin Park, IL, where we occupy approximately 1,700 square feet of office space from Cortina, Inc. Cortina, which is owned by a friend of a former director, is letting us utilize the unoccupied space at no charge. This facility accommodates our principal sales, marketing, operations, finance and administrative activities. On July 1, 2013 we moved to a smaller space in Fort Lauderdale - approximately 600 square feet – under a 12 month lease at a rate of approximately $1,700 a month. 

Contingencies

We are subject to certain legal proceedings that have not been adjudicated, which are discussed in Part II, Item 1 of this Form 10-Q under the heading “Legal Proceedings”. In the opinion of management, the Company does not have probable liability related to these legal proceedings that would materially adversely affect our financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. If we fail to prevail in any of these legal matters, the operating results of a particular reporting period could be materially adversely affected.

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Condensed Consolidated Financial Statement Details (Tables)

3 Months Ended

Mar. 31, 2013

Condensed Consolidated Financial Statement Details [Abstract]

Condensed Consolidated Financial Statement Details [Table Text Block]

The following tables show the Company’s condensed consolidated financial statement details as of March 31, 2013 and December 31, 2012:

Prepaid expenses	March 31, 2013		December 31, 2012
Insurance	$	9,198	$	16,978
Licenses and subscriptions		12,220		13,332
Prepaid Rent		4,341		12,964
Services		-		12,500
Other		6,347		606
	$	32,106	$	56,380

Property and Equipment	Estimated Useful Lives		March 31,		December 31,
	(Years)		2013		2012
Computers and software		2 - 5	$	86,977	$	86,977
Furniture and equipment		3		22,573		22,573
Gross property and equipment				109,550		109,550
Less accumulated depreciation				(105,684)		(101,002)
Net property and equipment			$	3,866	$	8,548

Depreciation expense was $4,681 and $ 9,172 for the three months ended March 31, 2013 and 2012, respectively.

Software Development Costs	Estimated Useful Lives		March 31		December 31,
	(Months)		2013		2012
Software development costs		18	$	1,079,806	$	1,061,522
Less accumulated amortization				(1,047,081)		(1,038,290)
Net software development costs			$	32,725	$	23,232

Amortization expense was $8,791 and $114,496 for the three months ended March 31, 2013 and 2012, respectively.
 

Accrued Expenses			December 31,
	March 31, 2013		2012
Investor relations fees	$	-	$	5,600
Personnel costs		19,923		52,191
Directors fees		28,375		144,667
Professional fees		23,305		69,724
Deferred rent		4,341		8,682
Network costs		37,517		44,209
Stock issuance costs		69,000
Other		33,988		37,275
Consulting fees		117,500		27,500
	$	333,949	$	389,848

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping [Table Text Block]

The following table summarizes the fair value of the Company’s cash and cash equivalents as of March 31, 2013 and December 31, 2012:

	March 31,		December 31,
	2013		2012
Cash	$	15,346	$	17,193
Cash equivalents - money market funds		726,412		830,981
Total cash and cash equivalents	$	741,758	$	848,174

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Document And Entity Information	3 Months Ended
	Mar. 31, 2013	Aug. 15, 2013
Document Information [Line Items]
Entity Registrant Name	RVUE HOLDINGS, INC.
Entity Central Index Key	0001455206
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	RVUE
Entity Common Stock, Shares Outstanding		116,878,620
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and December 31, 2012 were as follows:

	Quoted Prices in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
March 31,2013
Assets:
Cash equivalents - money market funds	$	726,412	$	-	$	-	$	726,412
December 31, 2012
Assets:
Cash equivalents - money market funds	$	830,981	$	-	$	-	$	830,981

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three month period ended March 31, 2012:

Balance, January 1, 2012	$	100,900
Purchases		1,114,827
Settlements		(76,700)
Realized and unrealized (gains) losses included in earnings		520,411
Balance at March 31, 2012		1,659,438