UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  X .

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

For the quarterly period ended June 30, 2014

      .

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 000-54870

MARILYNJEAN INTERACTIVE INC.

(Exact name of registrant as specified in its charter)

Nevada		41-2281199
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.

2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722

(Address of principal executive offices) (zip code)

(604) 630-9302

(Registrant’s telephone number, including area code)

N/A

(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  X . No      .

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  X . No      .

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

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APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 194,528,352 common shares issued and outstanding as at August 12, 2014 ⁽¹⁾

⁽¹⁾

Does not include the 106,651,250 common shares of the Company that are reserved for issuance and issuable upon the redemption at any time by the holders of 106,651,250 Class B Exchangeable Preferred shares (the “Exchangeable Preferred Shares”) in the capital of MarilynJean Holdings Inc., a wholly-owned subsidiary of the Company. Each Exchangeable Preferred Share is convertible into one common share in the capital of the Company on a one-for-one basis.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	17
Item 4. Controls and Procedures.	17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	18
Item 1A. Risk Factors	18
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
SIGNATURES	23

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Our unaudited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the unaudited consolidated interim financial statements for the quarter ended June 30, 2014 include all adjustments necessary in order to ensure that the unaudited consolidated interim financial statements are not misleading.

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MARILYNJEAN INTERACTIVE INC.

June 30, 2014

(Expressed in US dollars)

(unaudited)

		Index
Consolidated Balance Sheets		6
Consolidated Statements of Operations		7
Consolidated Statements of Cash Flows		8
Notes to the Consolidated Financial Statements		9

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MARILYNJEAN INTERACTIVE INC.

Consolidated Balance Sheets

(Expressed in US dollars)

	June 30, 2014 $	December 31, 2013 $
	(unaudited)
ASSETS
Current Assets
Cash	22,768	56,715
Amounts receivable	2,645	2,650
Total Current Assets	25,413	59,365
Restricted cash (Note 3)	–	2,351
Oil and gas properties (Note 4)	50,000	50,000
Total Assets	75,413	111,716
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	57,115	46,897
Accrued liabilities	15,726	13,350
Loans payable (Note 5)	55,993	56,174
Due to related parties (Note 6)	65,016	65,016
Total Liabilities	193,850	181,437
Going Concern (Note 1)
Stockholders’ Deficit
Preferred stock Authorized: 200,000,000 shares, par value $0.001 Issued and outstanding: nil	–	–
Common stock Authorized: 500,000,000 shares, par value $0.001 Issued and outstanding: 194,528,352 shares	194,528	194,528
Additional paid-in capital	216,444	216,444
Share subscriptions receivable	(1,038)	(1,038)
Accumulated other comprehensive income	16,354	16,603
Deficit	(544,725)	(496,258)
Total Stockholders’ Deficit	(118,437)	(69,721)
Total Liabilities and Stockholders’ Deficit	75,413	111,716

(The accompanying notes are an integral part of these consolidated financial statements)

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MARILYNJEAN INTERACTIVE INC.

Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

	Three Months Ended June 30, 2014 $	Three Months Ended June 30, 2013 $	Six Months Ended June 30, 2014 $	Six Months Ended June 30, 2013 $
Revenue	–	734	–	1,661
			–
Cost of goods sold	–	1,166	–	1,981
Gross Margin	–	(432)	–	(320)
Operating Expenses
Advertising and promotion	–	30,087	986	39,647
Consulting fees	8,000	–	13,000	–
Foreign exchange loss	2,567	9,446	356	11,538
General and administrative	207	37,112	3,408	41,631
Management fees (Note 6)	–	27,496	2,462	36,423
Professional fees	11,680	32,292	25,059	70,592
Rent	–	2,051	–	4,134
Website costs	–	8,222	618	13,211
Total Operating Expenses	22,454	146,706	45,889	217,176
Loss Before Other Expense	(22,454)	(147,138)	(45,889)	(217,496)
Other Expense
Interest expense	(1,300)	(1,335)	(2,578)	(3,140)
Net Loss	(23,754)	(148,473)	(48,467)	(220,636)
Net Loss Per Share, Basic and Diluted	–	–	–	–
Weighted Average Shares Outstanding	194,528,352	106,764,319	194,528,352	106,764,319

(The accompanying notes are an integral part of these consolidated financial statements)

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MARILYNJEAN INTERACTIVE INC.

Consolidated Statements of Cash Flows

(Expressed in US dollars)

(unaudited)

	Six Months Ended June 30, 2014 $	Six Months Ended June 30, 2013 $
Operating Activities
Net loss for the period	(48,467)	(220,636)
Changes in operating assets and liabilities:
Amounts receivable	194	10,623
Accounts payable	9,060	44,004
Accrued liabilities	1,876	23,558
Net Cash Used in Operating Activities	(37,337)	(142,451)
Investing Activities
Restricted cash	2,351	–
Net cash acquired on recapitalization	–	267,058
Net Cash Provided by Investing Activities	2,351	267,058
Effect of Exchange Rate Changes on Cash	1,039	9,033
Increase (Decrease) in Cash	(33,947)	133,640
Cash, Beginning of Period	56,715	17,731
Cash, End of Period	22,768	151,371
Supplemental Disclosures:
Interest paid	–	–
Income taxes paid	–	–

(The accompanying notes are an integral part of these consolidated financial statements)

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MARILYNJEAN INTERACTIVE INC.

Notes to the consolidated financial statements

June 30, 2014

(Expressed in US dollars)

(unaudited)

1.

Nature of Operations and Continuance of Business

The accompanying consolidated interim financial statements of MarilynJean Interactive Inc. (the “Company”) should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. In the opinion of management, the accompanying financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As at June 30, 2014, the Company has not generated significant revenues, has a working capital deficit of $168,437, and has an accumulated deficit of $544,725. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.

Summary of Significant Accounting Principles

(a)

Principles of Consolidation

These consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, MarilynJean Holdings Inc. and MarilynJean Media Inc. All inter-company accounts and transactions have been eliminated.

(b)

Interim Consolidated Financial Statements

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

(c)

Recent Accounting Pronouncements

The Company has limited operations and is considered to be in the development stage. In the period ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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3.

Restricted Cash

Restricted cash represents cash pledged as security for the Company’s credit cards. These credit card accounts were closed as at June 30, 2014.

4.

Oil and Gas Properties

(a)

On July 25, 2010, the Company purchased a 1.57% working interest in an unproved property located in Franklin County, Illinois for $25,000.

(b)

On December 17, 2010, the Company purchased a 3% working interest in an unproved property located in Franklin County, Illinois for $25,000.

5.

Loans Payable

(a)

As at June 30, 2014, the Company has a loan payable of $24,148 (Cdn$25,767) (2013 - $24,226 (Cdn$25,767) which bears interest at the Bank of Canada prime rate plus 2% per annum, due on April 17, 2014, and is secured by a general security agreement.

(b)

As at June 30, 2014, the Company has a loan payable of $22,473 (Cdn$23,980) (2013 - $22,546 (Cdn$23,980)) which bears interest at Bank of Canada prime rate plus 2% per annum, is unsecured, and due on May 28, 2014.

(c)

As at June 30, 2014, the Company has a loan payable of $9,372 (Cdn$10,000) (2013 - $9,402 (Cdn$10,000)) which bears interest at the Bank of Canada prime rate plus 2% per annum, is unsecured, and due on December 7, 2014.

6.

Related Party Transactions

(a)

As at June 30, 2014, the Company was indebted to a former director of the Company in the amount of $65,016 (December 31, 2013 - $65,016), of which $64,500 bears interest at the Bank of Canada prime rate plus 2%, is unsecured, and due on demand, and the remaining $516 is non-interest bearing, unsecured, and due on demand.

(b)

During the six months ended June 30, 2014, the Company incurred management fees of $2,462 (2013 - $18,212) to the former Chief Executive Officer of the Company.

(c)

During the six months ended June 30, 2014, the Company incurred management fees of $nil (2013 - $18,211) to the former Chief Financial Officer of the Company.

7.

Share Purchase Warrants

The following table summarizes the continuity of share purchase warrants:

	Number of warrants	Weighted average exercise price $
Balance, December 31, 2013 and June 30, 2014	31,789,125	0.83

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8.

Share Purchase Warrants (continued)

As at June 30, 2014, the following share purchase warrants were outstanding:

Number of warrants	Exercise price $	Expiry date
10,596,375	0.50	July 31, 2014
21,192,750	1.00	July 31, 2014
31,789,125

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

·

The availability and adequacy of our cash flow to meet our requirements;

·

Economic, competitive, demographic, business and other conditions in our local and regional markets;

·

Changes or developments in laws, regulations or taxes in our industry;

·

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

·

Competition in our industry;

·

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

·

Changes in our business strategy, capital improvements or development plans;

·

The availability of additional capital to support capital improvements and development; and

·

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Foreign Currency and Exchange Rates

All amounts in this quarterly report are stated in United States dollars unless otherwise indicated.

In this quarterly report, the terms “we”, “us”, “our”, “the Company” and “MarilynJean” mean MarilynJean Interactive Inc. and its subsidiaries.

Corporate Overview

We were incorporated in the State of Nevada on April 6, 2010. Following incorporation, we were engaged in the acquisition, exploration and development of prospective resource properties. However, we were not successful in developing our oil and gas interests and thus began to investigate other business opportunities in order to maximize shareholder value. As a result, on March 25, 2013, we entered into a share exchange agreement (the “Share Exchange Agreement”) with MarilynJean Media Inc. (“MJM”), a private company incorporated under the laws of British Columbia, which closed on March 28, 2013.

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Following the closing of the Share Exchange Agreement, our company decided to focus on MJM’s business, which is the business of operating a members-only private sale ecommerce website providing reduced retail prices on baby and children’s brands of apparel, toys and accessories. With the commencement of the new business operated through MJM, our board of directors decided to seek out opportunities to divest our company of all assets related to our oil and gas business. Although our company has not entered into any negotiations or agreements related to such divestiture, our board of directors has instructed management to seek out viable options related to the sale and disposition of such assets.

Acquisition of MarilynJean Media Inc.

On March 28, 2013, we acquired 100% of the issued and outstanding common shares of MJM (the “Transaction”). MJM operates a members-only private sale ecommerce website providing reduced retail prices on baby and children’s brands of apparel, toys and accessories. Pursuant to the Transaction, we issued a total of 75,000,000 restricted shares of common stock to the former shareholders of MJM, equating to one share of common stock in the capital of our company for every issued common share of MJM.

Pursuant to the Transaction, the Canadian shareholders of MJM sold 106,651,250 common shares in the capital of MJM to MarilynJean Holdings Inc., our wholly-owned subsidiary, in consideration for the issuance of 106,651,250 Exchangeable Preferred Shares to such Canadian shareholders on a one-for-one basis. The Exchangeable Preferred Shares are redeemable by the holders and, in certain circumstances, by our company, into common shares of our company on a one-for-one basis in accordance with the terms of a share exchange agreement, trust agreement and support agreement. The Exchangeable Preferred Shares were issued to MJM shareholders resident in Canada in order to minimize any adverse tax consequences for such shareholders.

Additionally, on the closing date of the Transaction, the non-Canadian shareholders of MJM sold 75,000,000 common shares in the capital of MJM to our company in consideration for the issuance of 75,000,000 common shares in the capital of our company on a one-for-one basis.

Finally, on the closing of the Transaction, we issued 106,651,250 Series A Special Voting shares (the “Special Voting Shares”) to Chester Ku, a former director of our company, as a trustee (the “Trustee”) in accordance with the terms of a share exchange agreement and trust agreement. Pursuant to the terms of the trust agreement, the parties created the trust for the benefit of the holders of the Exchangeable Preferred Shares to enable the Trustee to exercise the voting rights of such shareholders until such time as they choose to redeem their Exchangeable Preferred Shares and receive common shares of our company on such redemption, and to allow the Trustee to hold certain exchange rights in respect of the Exchangeable Preferred Shares. The Special Voting Shares entitle the Trustee to exercise one vote per Special Voting Share, with the number of Special Voting Shares outstanding being equal to the number of Exchangeable Preferred Shares outstanding during the term of the agreement.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three and six months ended June 30, 2014, which are included herein.

	Three Months Ended June 30, 2014 $	Three Months Ended June 30, 2013 $	Six Months Ended June 30, 2014 $	Six Months Ended June 30, 2013 $
Revenue	–	734	–	1,661
Cost of goods sold	–	1,166	–	1,981
Gross margin	–	(432)	–	(320)
Total operating expenses	22,454	146,706	45,889	217,176
Interest expense	1,300	1,335	2,578	3,140

We recorded a net loss of $23,754 for the quarter ended June 30, 2014 compared to $148,473 for the quarter ended June 30, 2013. We have an accumulated deficit of $544,725 since inception.

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Revenues

We have had $nil in revenues for the quarter ended June 30, 2014 compared to $734 for the quarter ended June 30, 2013.

Expenses

Our operating expenses for the fiscal quarter ended June 30, 2014 and 2013 are outlined below:

	Three Months Ended June 30, 2014 $	Three Months Ended June 30, 2013 $	Six Months Ended June 30, 2014 $	Six Months Ended June 30, 2013 $
Operating Expenses
Advertising and promotion	–	30,087	986	39,647
Consulting fees	8,000	–	13,000	–
Foreign exchange loss	2,567	9,446	356	11,538
General and administrative	207	37,112	3,408	41,631
Management fees	–	27,496	2,462	36,423
Professional fees	11,680	32,292	25,059	70,592
Rent	–	2,051	–	4,134
Website costs	–	8,222	618	13,211
Total Operating Expenses	22,454	146,706	45,889	217,176

Three months ended June 30, 2014 compared to three months ended June 30, 2013

Advertising and promotion costs decreased to nil for the three months ended June 30, 2014 from $30,087 for the three months ended June 30, 2013, due to decreased marketing and advertising expenditures.

Consulting fees increased to $8,000 for the three months ended June 30, 2014 from nil for the three months ended June 30, 2013. Payments were made to consultants in connection with the operation of some aspects of our company’s business following the resignation of prior management. Accordingly, and following such resignations, management fees decreased to nil for the three months ended June 30, 2014 from $27,496 for the three months ended June 30, 2013.

General and administrative costs decreased to $207 for the three months ended June 30, 2014 from $37,112 for the three months ended June 30, 2013, due to decreased administrative and office costs.

Professional fees decreased to $11,680 for the three months ended June 30, 2014 from $32,292 for the three months ended June 30, 2013, when additional legal expenses were incurred in connection with our acquisition of MJM.

Rent decreased to $nil for the three months ended June 30, 2014 from $2,051 for the three months ended June 30, 2013 due to our company terminating our prior rent agreement.

Website costs decreased to nil for the three months ended June 30, 2014 from $8,222 for the three months ended June 30, 2013, due to decreased website maintenance costs incurred.

Six months ended June 30, 2014 compared to six months ended June 30, 2013

Advertising and promotion costs decreased to $986 for the six months ended June 30, 2014 from $39,647 for the six months ended June 30, 2013, due to decreased marketing and advertising expenditures.

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Consulting fees increased to $13,000 for the six months ended June 30, 2014 from nil for the six months ended June 30, 2013. Payments were made to consultants in connection with the operation of some aspects of our company’s business following the resignation of prior management. Accordingly, and following such resignations, management fees decreased to $2,462 for the six months ended June 30, 2014 from $36,423 for the three months ended June 30, 2013.

General and administrative costs decreased to $3,408 for the six months ended June 30, 2014 from $41,631 for the six months ended June 30, 2013, due to decreased administrative and office costs.

Professional fees decreased to $25,059 for the six months ended June 30, 2014 from $70,592 for the six months ended June 30, 2013, when additional legal expenses were incurred in connection with our acquisition of MJM.

Rent decreased to $nil for the six months ended June 30, 2014 from $4,134 for the three months ended June 30, 2013 due to our company terminating our prior rent agreement.

Website costs decreased to $618 for the six months ended June 30, 2014 from $13,211 for the six months ended June 30, 2013, due to decreased website maintenance costs incurred.

Liquidity and Capital Resources

We are in the early stages of our business and we are not self-sustainable from a cash perspective. We are required to fund our operating activities from the generation of financing activities, and we rely on a combination of equity and debt financings.

Our financial condition as at June 30, 2014 and December 31, 2013 and the changes between those periods for the respective items are summarized as follows:

Working Capital

	As at June 30, 2014	As at December 31, 2013
Current Assets	25,413	59,365
Current Liabilities	193,850	181,437
Working Capital (Deficit)	(168,437)	(122,072)

Our current assets decreased by 57% primarily due to operating expenses incurred in the current fiscal quarter. The net working capital deficit position increased by 38% because of expenditures undertaken during the current fiscal quarter, and increases in accounts payable.

Cash Flows

	Six Months Ended June 30, 2014 $	Six Months Ended June 30, 2013 $
Net Cash Used in Operating Activities	(37,337)	(142,451)
Net Cash Provided by Investing Activities	2,351	267,058
Effect of Exchange Rate Changes on Cash	1,039	9,033
Increase (Decrease) in Cash	(33,947)	133,640

During the six months ended June 30, 2014, we used net cash in operating activities in the amount of $37,337. The cash used in the current period by our operating activities was primarily represented by professional fees and our administrative costs.

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Disclosure of Outstanding Share Data

Exchangeable Preferred Shares

Pursuant to the Transaction, we issued 106,651,250 Exchangeable Preferred Shares in the capital of MarilynJean Holdings Inc., a private British Columbia corporation wholly-owned by us to certain former shareholders of MJM. Each Exchangeable Preferred Share can be exchanged for one common share of our company subject to the rights and restrictions of the Exchangeable Preferred Shares.

Additional Disclosure for Venture Issuers Without Significant Revenue

	Unaudited three months
	ended June 30,
	2014			2013
General and Administration Expenses	$	207		$	37,112

Going Concern

The accompanying unaudited consolidated financial statements for the fiscal quarter ended June 30, 2014 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated substantial revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of June 30, 2014, we had cash of $22,768 and a working capital deficit of $168,437. These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditors’ report on our most recent audited financial statements. The financial statements do not include any adjustments that might result from the outcome of that uncertainty.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We recorded a net loss of $23,754 for the quarter ended June 30, 2014, and have an accumulated deficit of $544,725 since inception. As of June 30, 2014 we had cash of $22,768 (December 31, 2013 - $56,715). We anticipate continuing to rely on equity sales of our common shares or shareholder loans in order to continue to fund our business operations and/or exercises of the warrants comprising a portion of the units we previously registered. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Recently Issued Accounting Pronouncements

The Company has limited operations and is considered to be in the development stage. In the period ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal accounting officer to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, and in light of the weaknesses identified in our annual report on Form 10-K, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective.

Changes in internal control over financial reporting

Except as disclosed below, there were no changes in our internal control as of June 30, 2014, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Risks Related To Our Business

If we do not obtain additional financing, we will not be able to conduct our business operations to the extent that we become profitable.

Our current operating funds will cover the initial stages of our business plan; however, we only recently commenced operations and have generated limited revenue to date. We will require significant additional funds to execute and grow our business and we will incur significant legal and accounting costs necessary to maintain a public corporation. We currently do not have any arrangements for financing in place and we may not be able to obtain financing when required. We believe the only source of funds that would be realistic is through a loan from our directors and officers and the sale of equity capital.

We cannot offer any assurance as to our future financial results. You may lose your entire investment.

We have not received substantial income from operations to date and future financial results are uncertain. We cannot assure you that we can operate in a profitable manner. The Company has an accumulated deficit of $544,725 from inception to June 30, 2014. Even if we obtain future revenues sufficient to expand operations, increased cost of goods sold and marketing expenses will impair or prevent us from generating profitable returns. We recognize that if we are unable to generate significant revenues from our business development, we will not be able to earn profits or continue operations. There is limited history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate significant revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

Our independent auditor has indicated that there is substantial doubt about our ability to continue as a going concern, if true, you could lose your investment.

Our independent auditor has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history, working capital deficiency and the fact that we have generated only limited revenues to date. Potential investors should be aware that there are difficulties associated with operating a new business, and the high rate of failure associated with this fact. We have incurred a net loss of $23,754 for the quarter ended June 30, 2014. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our website. These factors raise substantial doubt that we will be able to continue as a going concern.

Our limited operating experience and limited brand recognition in new markets may limit our expansion strategy and cause our business and growth to suffer.

Our future growth depends, to an extent, on our expansion efforts. We have limited experience with regulatory environments and market practices outside of Canada, and we may not be able to penetrate or successfully operate in any new market. We may also encounter difficulty expanding into new markets because of limited brand recognition leading to delayed acceptance of products distributed by our company by customers in these new markets. Our failure to develop new markets or disappointing growth outside of existing markets will harm our business and results of operations.

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Our sales and profitability may decline as a result of increasing product costs and decreasing selling prices.

Our business is subject to significant pressure on pricing and costs caused by many factors, including intense competition, constrained sourcing capacity, pressure from consumers to reduce the prices we charge for our products and changes in consumer demand. These factors may cause us to experience increased costs, reduce our sales prices to consumers or experience reduced sales in response to increased prices, any of which could have a material adverse effect on our financial conditions, operating results and cash flows.

If we are unable to anticipate consumer preferences and successfully introduce new, innovative and updated products, we may not be able to maintain or increase our sales and profitability.

Our success depends on our ability to identify product trends as well as to anticipate and react to changing consumer demands in a timely manner. All of our products are subject to changing consumer preferences that cannot be predicted with certainty. If we are unable to introduce new products in a timely manner or our new products are not accepted by our customers, our competitors may introduce similar products in a more timely fashion. Failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower sales and excess inventory levels. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to introduce innovative, high-quality products. Our failure to effectively introduce new products that are accepted by consumers could have a material adverse effect on our financial condition.

The fluctuating cost of distributed products could increase our cost of goods sold and cause our results of operations and financial condition to suffer.

Our costs for products that we distribute are affected by, among other things, weather, consumer demand, speculation on the commodities market, the relative valuations and fluctuations of the currencies of producer versus consumer countries and other factors that are generally unpredictable and beyond our control. Increases in the cost of the products we distribute could have a material adverse effect on our cost of goods sold, results of operations, financial condition and cash flows.

We rely on third-party suppliers to provide products that are distributed by our company, and we have limited control over them and may not be able to obtain quality products on a timely basis or in sufficient quantity.

We do not manufacture our products or the raw materials for them and rely instead on third-party suppliers. Many of the specialty products we distribute are technically advanced products developed and manufactured by third parties and may be available, in the short-term, from only one or a very limited number of sources. We may experience a significant disruption in the supply of such products from current sources or, in the event of a disruption, we may be unable to locate alternative suppliers of comparable quality at an acceptable price, or at all. In addition, if we experience significant increased demand, or if we need to replace an existing supplier, we may be unable to locate additional suppliers of products or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our requirements or to fill our orders in a timely manner. Identifying a suitable supplier is an involved process that requires us to become satisfied with their quality control, responsiveness and service, financial stability and labor and other ethical practices. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from other participants in our supply chain. Any delays, interruption or increased costs in the supply of our products could have an adverse effect on our ability to meet customer demand for such products and result in lower net revenue and income from operations both in the short and long term.

The success of our business depends on the continued use and growth of the internet as a commerce platform.

The existence and growth of our service depends on the continued acceptance of the internet as a commerce platform for individuals and enterprises. The internet could possibly lose its viability as a tool to pay for online services by the adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service. The acceptance and performance of the internet has been harmed by viruses, worms, and spy-ware. If for some reason the internet was no longer widely accepted as a tool to pay for online services, the demand for our service would be significantly reduced, which would harm or cause our business to fail.

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We will rely on a third-party for hosting and maintenance of our website. Any mismanagement or service interruptions could significantly harm our business

Our website is hosted and maintained by a third party hosting service. Any mismanagement, service interruptions, or damage to the data of our company or our customers, could result in the loss of customers, or other harm to our business.

We may be exposed to liability for infringing intellectual property rights of other companies

Our success will, in part, depend on our ability to operate without infringing on the proprietary rights of others. Although we have conducted searches and are not aware of any trademarks which our company might infringe, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to the great amount of time lost, in defending any trademark infringement suits or in asserting any trademark rights, in suit with another party.

Risks Related to our Common Stock

Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 500,000,000 shares of common stock, of which 194,528,352 common shares are issued and outstanding as of June 30, 2014. Our board of directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges of such shares, without consent of any of our shareholders. Consequently, our shareholders may experience more dilution in their ownership of our stock in the future.

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our shareholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board quotation system. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the NYSE. Accordingly, shareholders may have difficulty reselling any of their shares.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for start-up internet based companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

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Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Since the beginning of the fiscal interim period ended June 30, 2014, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in an annual report on Form 10-K, a quarterly report on Form 10-Q or a current report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

Exhibit No.	Description	Filing
(3)	Articles of Incorporation and Bylaws
3.01	Articles of Incorporation	Filed with the SEC on October 28, 2010 as part of our Registration Statement on Form S-1.
3.01a	Certificate of Amendment dated October 5, 2010	Filed with the SEC on October 28, 2010 as part of our Registration Statement on Form S-1.
3.01b	Certificate of Change	Filed with the SEC on June 4, 2012 as part of our Current Report on Form 8-K.
3.01c	Certificate of Designation dated March 26, 2013	Filed with the SEC on March 26, 2013 as part of our Current Report on Form 8-K
3.02	Bylaws	Filed with the SEC on October 28, 2010 as part of our Registration Statement on Form S-1.
3.03	Articles of Merger dated April 4, 2013	Filed with the SEC on April 8, 2013 as part of our Current Report on Form 8-K
(10)	Material Contracts
10.01	Share Exchange Agreement with Marilyn Jean Media, Inc. dated March 25, 2013	Filed with the SEC on March 26, 2013 as part of our Current Report on Form 8-K
10.02	Voting and Exchange Trust Agreement dated March 28, 2013 among our company, MarilynJean Holdings Inc. and Chester Ku	Filed with the SEC on April 3, 2013 as part of our Current Report on Form 8-K
10.03	Exchangeable Share Support Agreement dated March 28, 2013 between our company and MarilynJean Holdings Inc.	Filed with the SEC on April 3, 2013 as part of our Current Report on Form 8-K
10.04	Consulting and Professional Services Agreement dated October 1, 2012 between Jason Carvalho and MarilynJean Media Inc.	Filed with the SEC on April 3, 2013 as part of our Current Report on Form 8-K
(21)	Subsidiaries
21.1	Marilyn Jean Media Inc. (British Columbia)
21.2	MarilynJean Holdings Inc. (British Columbia)
(31)	Section 302 Certification
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Peter Janosi
(32)	Section 906 Certification
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002
99.1	Audit Committee Charter	Filed with the SEC on April 15, 2014 as part of our Annual Report on Form 10-K
(101)	XBRL
101.INS**	XBRL INSTANCE DOCUMENT
101.SCH**	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL**	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF**	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB**	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE**	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Filed herewith

**Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MARILYNJEAN INTERACTIVE INC.

/s/ Peter Janosi

By: Peter Janosi

President, Chief Executive Officer, Chief Financial

Officer, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

Dated: August 14, 2014

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