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

March 31, 2016

Or

      .

TRANSITION REPORT UNDER 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 of incorporation or organization)				(IRS Employer Identification No.)
2360 Corporate Circle, Suite 400, Henderson NV			89074-7722
(Address of principal executive offices)			(Zip Code)
702-290-8649
(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 small 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		X .
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)  Yes   X . No       .

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.                                                                                Yes       . No       .

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.

173,345,352 common shares issued and outstanding as of July 15, 2016

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

3

Item 1.

Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

14

Item 4.

Controls and Procedures

14

PART II – OTHER INFORMATION

15

Item 1.

Legal Proceedings

15

Item 1A

Risk Factors

15

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15

Item 3.

Defaults Upon Senior Securities

15

Item 4.

Mine Safety Disclosures

15

Item 5.

Other Information

15

Item 6.

Exhibits

16

SIGNATURES

17

2

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PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

Our unaudited condensed interim 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 condensed interim consolidated financial statements for the quarter ended March 31, 2016 include all adjustments necessary in order to ensure that the unaudited interim consolidated financial statements are not misleading.

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MARILYNJEAN INTERACTIVE INC.

Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in US dollars)

(unaudited)

4

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MARILYNJEAN INTERACTIVE INC.

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

		March 31, 2016		December 31, 2015
		(unaudited)
ASSETS
Current Assets
Cash	$	11,055	$	19,022
Amounts receivable		2,176		2,039
Total Current Assets	$	13,231	$	21,061
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	28,210	$	27,307
Accrued liabilities		39,491		34,772
Loans payable (Note 3)		57,183		54,287
Notes payable (Note 4)		233,941		233,941
Due to related parties (Note 5)		109,916		109,916
Total Current Liabilities		468,741		460,223
Notes payable, net of unamortized discount of $19,447 and    $21,776, respectively (Note 4)		56,718		54,389
Total Liabilities		525,459		514,612
Nature of Operations and Continuance of Business (Note 1)
Stockholders’ Deficit
Preferred stock Authorized: 200,000,000 shares, par value $0.001 Issued and outstanding: nil shares		–		–
Common stock Authorized: 500,000,000 shares, par value $0.001 Issued and outstanding: 173,345,352 shares		173,345		173,345
Share subscriptions receivable		(1,038)		(1,038)
Accumulated other comprehensive income		49,570		52,793
Deficit		(734,105)		(718,651)
Total Stockholders’ Deficit		(512,228)		(493,551)
Total Liabilities and Stockholders’ Deficit	$	13,231	$	21,061

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

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MARILYNJEAN INTERACTIVE INC.

Condensed Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

		Three Months Ended March 31, 2016		Three Months Ended March 31, 2015
				(Restated -
				Note 6)
Expenses
Consulting	$	-	$	3,000
Foreign exchange loss		816		21,518
General and administrative		8,220		6,436
Professional fees		1,700		4,909
Total Expenses		10,736		35,863
Loss Before Other Expense		(10,736)		(35,863)
Other Expense
Interest expense		(4,718)		(4,340)
Net Loss	$	(15,454)	$	(40,203)
Net Loss Per Share, Basic and Diluted	$	–	$	–
Weighted Average Shares Outstanding		173,345,352		173,345,352

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

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MARILYNJEAN INTERACTIVE INC.

Condensed Consolidated Statements of Cash Flows

(Expressed in US dollars)

(unaudited)

		Three Months Ended March 31, 2016		Three Months Ended March 31, 2015
				(Restated -
				Note 6)
Operating Activities
Net loss for the period	$	(15,454)	$	(40,203)
Items not involving cash:
Accretion of discount on notes payable		2,329		1,947
Changes in operating assets and liabilities:
Amounts receivable		–		204
Accounts payable		903		(3,766)
Accrued liabilities		4,719		1,582
Net Cash Used in Operating Activities		(7,503)		(40,236)
Financing Activities
Proceeds from loans payable		–		20,000
Net Cash Provided by Financing Activities		–		20,000
Effect of Exchange Rate Changes on Cash		(464)		24,779
Increase (Decrease) in Cash		(7,967)		4,543
Cash, Beginning of Period		19,022		6,078
Cash, End of Period	$	11,055	$	10,621
Supplement Disclosures:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

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

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MARILYNJEAN INTERACTIVE INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in US dollars)

(unaudited)

1.

Nature of Operations and Continuance of Business

Future Energy Corp. (the “Company”) was incorporated in the State of Nevada on April 6, 2010.  The name was changed to MarilynJean Interactive Inc. on April 4, 2013.

The Company had previously been in the exploration stage since its formation and had not commenced any exploration activities. On March 25, 2013, the Company entered into a share exchange agreement with MarilynJean Media Inc. (“MJM”).  The Company is currently evaluating various business opportunities.  

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. During the period ended March 31, 2016, the Company has not generated significant revenue, has a working capital deficit of $455,510, and has an accumulated deficit of $734,105. 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 consolidated 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)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

3.

Loans Payable

(a)

As at March 31, 2016, the Company has a loan payable of $19,868 (Cdn$25,767) (December 31, 2015 - $18,619 (Cdn$25,767)) which bears interest at the Bank of Canada prime rate plus 2% per annum, is secured by a general security agreement, and due on demand.

(b)

As at March 31, 2016, the Company has a loan payable of $18,490 (Cdn$23,980) (December 31, 2015 - $17,328 (Cdn$23,980)) which bears interest at Bank of Canada prime rate plus 2% per annum, is unsecured, and due on demand.

(c)

As at March 31, 2016, the Company has a loan payable of $7,711 (Cdn$10,000) (December 31, 2015 - $7,226 (Cdn$10,000)) which bears interest at the Bank of Canada prime rate plus 2% per annum, is unsecured, and due on demand.

(d)

As at March 31, 2016, the Company has a loan payable of $11,114 (December 31, 2015 - $11,114) which bears no interest, is unsecured, and is due on demand.

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MARILYNJEAN INTERACTIVE INC.

Notes to the Condensed Consolidated Financial Statements

March 31, 2016

(Expressed in US dollars)

(unaudited)

4.

Notes Payable

(a)

On January 17, 2014, MarilynJean Holdings Inc., a wholly-owned subsidiary of the Company, entered into agreements with the shareholders of the 106,651,250 shares of exchangeable preferred stock which it had issued pursuant to the share exchange agreement with MarilynJean Media Inc. which closed on March 28, 2013. As a result of the agreements, the 106,651,250 shares of exchangeable preferred stock were cancelled and returned to treasury in exchange for promissory notes totalling $153,941. The promissory notes are non-interest bearing, unsecured, and due upon the Company completing a financing for proceeds of at least $375,000.

(b)

On January 17, 2014, the Company issued promissory notes totalling $156,165 pursuant to agreements entered into with certain shareholders. Of the promissory notes issued, $76,165 bear interest at the Royal Bank of Canada prime rate plus 2%, are unsecured, and due on December 31, 2017. The Company recorded a discount of $37,026 on these notes payable and records accretion expense over the term of the note up to its face value of $76,165. During the period ended March 31, 2016, the Company recorded accretion expense of $2,329 (2015 - $1,947) increasing the carrying value of the notes to $56,718 (December 31, 2015 - $54,389). The remaining $80,000 is non-interest bearing, unsecured, and due upon the Company completing a financing for proceeds of at least $375,000.

5.

Related Party Transactions

As at March 31, 2016, the Company was indebted to a significant shareholder of the Company in the amount of $109,916 (December 31, 2015 - $109,916), Of this amount, $25,000 bears interest at 2%, $39,500 bears interest at the Bank of Canada prime rate plus 2%, $20,000 bears interest at 12%, and $25,416 is non-interest bearing. All amounts are unsecured and due on demand.

6.

Restatement

The Company has restated its consolidated financial statements for the quarter ended March 31, 2015 to reflect the accretion of the discount and interest on the promissory notes issued on January 17, 2014 relating to the Company’s 6,000,000 shares of common stock and MarilynJean Holdings Inc.’s 106,651,250 shares of exchangeable preferred stock that were cancelled and returned to treasury in exchange for promissory notes. This restatement resulted in an increase to net loss of $2,845 with no change in net loss per share.

The impact of the restatement for the three months ended March 31, 2015 is summarized below:

Consolidated Statement of Operations

	Three Months Ended March 31, 2015
		As Reported		Adjustment		As Restated
Other Expense
Interest expense	$	(1,495)	$	(2,845)	$	(4,340)
Net Loss	$	(37,358)	$	(2,845)	$	(40,203)

Consolidated Statement of Cash Flows

	Three Months Ended March 31, 2015
		As Reported		Adjustment		As Restated
Operating activities
Net loss	$	(37,358)	$	(2,845)	$	(40,203)
Items not involving cash:
Accretion of discount on notes payable		–		1,947		1,947
Changes in operating assets and liabilities:
Accrued liabilities		684		898		1,582
Net cash used in operating activities	$	(40,236)	$	–	$	(75,682)

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our unaudited consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our unaudited consolidated financial statements and the notes thereto included elsewhere herein.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (US$) and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Marilynjean Interactive Inc., and wholly-owned subsidiaries, MarilynJean Holdings Inc. and MarilynJean Media Inc., unless otherwise indicated.

General 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 with MarilynJean Media Inc. (“MJM”), a private company incorporated under the laws of British Columbia, which closed on March 28, 2013.

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. Management is still evaluating opportunities with respect to the MJM’s business including a possible sale or transfer.

While we maintain the MJM business, we are also exploring a transition to the Bitcoin and crypto-currency business. We are looking to partner with an established Bitcoin exchange in order to offer integrated currency exchange services both online and through our ATMs.

Bitcoin is a digital currency that uses cryptography combined with a public ownership and transaction ledger to provide the first truly safe means of transferring property over the internet.  Bitcoin may be used to buy things electronically, like any other currency, which are also traded digitally.  What makes Bitcoin different from conventional money is that it is decentralized. No single institution or country controls the Bitcoin network.

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Bitcoin automatic teller machines (“ATMs”) are appearing in Seattle (WA), Austin (TX) and Vancouver (BC).  We are also looking at partnering with manufacturers that use open source software with the objective of expanding beyond traditional ATM offerings of simply purchasing or selling Bitcoins.

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.

On September 22, 2015, our subsidiary cancelled and returned to treasury all 106,651,250 Exchangeable Preferred Shares, pursuant to Return to Treasury Agreements entered into with each shareholder (effective date of January 17, 2014). The shareholders voluntarily agreed for our subsidiary to cancel the shares and return them to treasury, in consideration for the issuance to the shareholders promissory notes in the aggregate amount of $153,941. The promissory notes are due and payable upon our company completing a financing for gross proceeds of not less than $375,000.

Our Current Business

We are in the business of developing safe and accessible products and services for users of Bitcoin and other crypto-currencies.  We are currently exploring partnership and acquisition opportunities in this space.   With the commencement of this business operated through MJM, our board of directors has 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. Management is still evaluating opportunities with respect to the MJM’s business including a possible sale or transfer.

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Results of Operations

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the periods ended March 31, 2016 and 2015 which are included herein.

Our operating results for the periods ended March 31, 2016 and 2015 are summarized as follows:

		Three Months Ended March 31,
		2016		2015
Revenue	$	Nil	$	Nil
Total Operating Expenses	$	10,736	$	35,863
Interest Expense	$	4,718	$	4,340

We recorded a net loss of $15,454 for the quarter ended March 31, 2016 compared to $40,203 for the quarter ended March 31, 2015.  

Revenues

We have had $nil in revenues for the quarter ended March 31, 2016 and March 31, 2015.

Expenses

Our operating expenses for the quarter ended March 31, 2016 and March 31, 2015 are outlined below:

		Three Months Ended March 31,
		2016		2015
Operating Expenses
Consulting fees	$	Nil	$	3,000
Foreign exchange loss		816		21,518
General and administrative		8,220		6,436
Professional fees		1,700		4,909
	$	10,736	$	35,863

For the three months ended March 31, 2016 we had total operating expenses of $10,736 compared to $35,863 for the three months ended March 31, 2015. The decrease in operating expenses was primarily due decreases in consulting fees, foreign exchange loss, and professional fees.

Liquidity and Capital Resources

Working Capital

		At March 31, 2016				At December 31, 2015
Current Assets	$	13,231			$	21,061
Current Liabilities		468,741				460,223
Working Capital (Deficit)	$	(455,510)			$	(439,162)

Cash Flows

		Three months Ended March 31,
		2016			2015
Net cash used in operating activities	$	(7,503)		$	(40,236)
Net cash provided by financing activities		Nil			20,000
Effect of exchange rate changes on cash		(464)			24,779
Increase (decrease) in cash	$	(7,967)		$	4,543

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Net cash used in our operating activities during the three months ended March 31, 2016 was $7,503, as compared to net cash used in operating activities of $40,236 for the three months ended March 31, 2015.

Net cash provided by financing activities in the three months ended March 31, 2016 was $Nil, compared to $20,000 in financing activities in the three months ended March 31, 2015. The difference in the cash provided by financing activities during the three months ended March 31, 2016 compared to the three months ended March 31, 2015 was due to no proceeds from loans payable in the three months ended March 31, 2016.

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.

 

On September 22, 2015 our subsidiary cancelled and returned to treasury all 106,651,250 Exchangeable Preferred Shares, pursuant to Return to Treasury Agreements entered into with each shareholder. The shareholders voluntarily agreed for our subsidiary to cancel the shares and return them to treasury, in consideration for the issuance to the shareholders promissory notes in the aggregate amount of $153,941. The promissory notes are due and payable upon our company completing a financing for gross proceeds of not less than $375,000.

Going Concern

The accompanying unaudited consolidated financial statements for the fiscal quarter ended March 31, 2016 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 March 31, 2016, we had cash of $11,055 and a working capital deficit of $455,510. 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 consolidated financial statements. The consolidated 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 anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. 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 business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Critical Accounting Policies

Our condensed 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 consolidated 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.

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We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements for the year ended December 31, 2015. 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, as amended and are not required to provide the information under this item.

Recent Accounting Pronouncements

Our company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and our company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Off-Balance Sheet Arrangements

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, 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 president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

During the period covered by this report there were no changes in our internal control over financial reporting that 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, existing 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 beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.

Risk Factors

As a “smaller reporting company” we are not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

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

*Filed herewith.

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SIGNATURES

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

		MARILYNJEAN INTERACTIVE INC.
		(Registrant)
Dated:  July 20, 2016	By:	/s/ Peter Janosi
	Name:	Peter Janosi
		President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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