Basis of Presentation

The accompanying financial statements of Convenience TV 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 March 31, 2012. In the opinion of management, the accompanying consolidated 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 financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. 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. As at June 30, 2012, the Company has not generated significant revenue, has a working capital deficit of $254,389, and has an accumulated deficit of $1,467,238 since inception. 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.

The Company will need additional working capital to continue or to be successful in any future business activities. Management plans to seek debt or equity financing, or a combination of both, to raise the necessary working capital.

Recent Accounting Pronouncements

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.

Property and Equipment

Convertible Debt

On January 14, 2011, the Company issued a $42,500 convertible note which bears interest at 8% per annum and matured on October 18, 2011. The note is convertible into shares of common stock 180 days after the date of issuance (July 13, 2011) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. On July 25, 2011, the conversion rate was amended to 31% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date of conversion. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.

Convertible Debt (continued)

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $29,105 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. On July 13, 2011, the Company recorded a derivative liability of $60,250 and a further discount of $13,395 which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $42,500. As at June 30, 2012, $42,500 had been accreted increasing the carrying value of the convertible note to $42,500. During the period ended June 30, 2012, the Company issued 101,048,265 shares of common stock pursuant to the conversion of $33,500. During the period ended June 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $26,049 and as of June 30, 2012, the fair value of the conversion option derivative liability was $21,100.

On July 26, 2011, the Company issued a $37,500 convertible note which bears interest at 8% per annum and matured on April 30, 2012. The note is convertible into shares of common stock 180 days after the date of issuance (January 22, 2012) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $37,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $37,500.

On October 6, 2011, the conversion rate was amended to be 35% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date of conversion. In accordance with ASC 470-60, “Debt - Troubled Debt Restructurings by Debtors”, the Company determined that the creditor did not grant a concession as the only modification to the debt was the decrease in the conversion price. The modification was then analyzed under ASC 470-50, “Debt - Modifications and Extinguishments”. The change of the fair value of the conversion feature was greater than 10% of the carrying value of the debt. As a result, in accordance with ASC 470-50, the Company deemed the terms of the amendment to be substantially different and treated the July 26, 2011 convertible note extinguished and exchanged for new convertible note. The Company recorded a loss on extinguishment of debt of $34,871.

Prior to the modification, the Company recorded $2,629 of accretion expense related to the original convertible debt, and the carrying value of the original note was $2,629 at October 6, 2011. In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $37,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the modified convertible note. The Company records accretion expense over the term of the modified convertible note up to its face value of $37,500. As at June 30, 2012, the Company recorded $37,500 of accretion expense related to the modified convertible note increasing the carrying value of the convertible note to $37,500.

On January 22, 2012, the Company recorded a derivative liability of $37,500. During the period ended June 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $26,801 and as of June 30, 2012, the fair value of the conversion option derivative liability was $76,358.

On October 12, 2011, the Company issued a $32,500 convertible note which bears interest at 8% per annum and matured on July 17, 2012. The note is convertible into shares of common stock 180 days after the date of issuance (April 10, 2012) at a conversion rate of 35% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $32,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $32,500. As at June 30, 2012, $23,206 had been accreted increasing the carrying value of the convertible note to $23,206.

Convertible Debt (continued)

On April 10, 2012, the Company recorded a derivative liability of $32,500. During the period ended June 30, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $18,607 and as of June 30, 2012, the fair value of the conversion option derivative liability was $51,107.

On March 29, 2012, the Company issued a $32,500 convertible note which bears interest at 8% per annum and matures on January 2, 2013. The note is convertible into shares of common stock 180 days after the date of issuance (September 25, 2012) at a conversion rate of 45% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $19,087 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $32,500. As at June 30, 2012, $4,287 had been accreted increasing the carrying value of the convertible note to $17,700.

On June 11, 2012, the Company issued a $14,000 convertible note which bears interest at 8% per annum and matures on March 13, 2013. The note is convertible into shares of common stock 180 days after the date of issuance (December 8, 2012) at a conversion rate of 45% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.

In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $14,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $14,000. As at June 30, 2012, $1,224 had been accreted increasing the carrying value of the convertible note to $1,224.

The Company paid $10,000 in financing costs relating to the above convertible debt. As at June 30, 2012, the Company had deferred financing costs of $1,819 (March 31, 2012 – $1,236).

Derivative Liabilities

The conversion options of the convertible debt disclosed in Notes 4(a), (b) and (c) are required to record a derivative at their estimated fair values on each balance sheet date with changes in fair value reflected in the statement of operations.

The fair values of the derivative liability for the January 14, 2011, July 26, 2011 and October 12, 2011 convertible notes were $60,250, $37,500 and $32,500 on vesting, respectively. The fair values as at June 30, 2012 and March 31, 2012, are as follows:

Derivative Liabilities (continued)

The Company uses the Black-Scholes option pricing model to calculate the fair values of the derivative liabilities. The following table shows the assumptions used in the calculations:

Related Party Transactions

As at June 30, 2012, the Company is owed $19,161 (March 31, 2012 – $19,161) from a company under common control which is unsecured, non-interest bearing and due on demand.

As at June 30, 2012, the Company owes $1,500 (March 31, 2012 – $2,500) to the President of the Company, which is unsecured, non-interest bearing and due on demand.

During the three months ended June 30, 2012, the Company paid $nil (2011 - $10,500) in management fees to a company controlled by the President of the Company.

During the three months ended June 30, 2012, the Company paid $454 (2011 - $10,500) in management fees to the Chief Financial Officer of the Company.

Common Stock

Share transactions for the period ended June 30, 2012:

On April 16, 2012, the Company issued 8,474,576 shares of common stock pursuant to the conversion of $5,000 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $16,398 on the date of conversion and was recorded as additional paid-in capital.

On April 25, 2012, the Company issued 6,250,000 shares of common stock pursuant to the conversion of $3,000 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $8,847 on the date of conversion and was recorded as additional paid-in capital.

On May 3, 2012, the Company issued 9,722,222 shares of common stock pursuant to the conversion of $3,500 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $9,848 on the date of conversion and was recorded as additional paid-in capital.

On May 17, 2012, the Company issued 8,974,359 shares of common stock pursuant to the conversion of $3,500 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $9,100 on the date of conversion and was recorded as additional paid-in capital.

On May 24, 2012, the Company issued 6,060,606 shares of common stock pursuant to the conversion of $2,000 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $6,265 on the date of conversion and was recorded as additional paid-in capital.

Common Stock (continued)

On May 31, 2012, the Company issued 9,333,333 shares of common stock pursuant to the conversion of $2,800 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $8,826 on the date of conversion and was recorded as additional paid-in capital.

On June 11, 2012, the Company issued 15,862,069 shares of common stock pursuant to the conversion of $4,600 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $14,957 on the date of conversion and was recorded as additional paid-in capital.

On June 18, 2012, the Company issued 18,275,862 shares of common stock pursuant to the conversion of $5,300 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $15,516 on the date of conversion and was recorded as additional paid-in capital.

On June 27, 2012, the Company issued 18,095,238 shares of common stock pursuant to the conversion of $3,800 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $10,493 on the date of conversion and was recorded as additional paid-in capital.

Stock Options

A summary of the Company’s stock option activity is as follows:

As at June 30, 2012, the weighted average remaining contractual life was 1.3 years and there was no unrecognized compensation costs related to non-vested share-based compensation.

Commitment

On May 1, 2012, the Company entered into a joint venture agreement with Autumn Peach Worldwide Inc. (“Autumn Peach”), a British Virgin Islands corporation, wherein the parties agreed to create a joint venture to market and distribute Culinary Truths brand products and to provide digital marketing devices to promote sales. Autumn Peach is in the business of producing natural spices under the brand name of Culinary Truths and wishes to market and distribute the products in North America. Pursuant to the terms of the joint venture agreement, the Company will receive a commission of 10% for products sold and will pay Autumn Peach 20% of the net billing advertising revenue. The initial term of the joint venture agreement is 5 years, with annual renewals based upon mutually acceptable terms.

Subsequent Event

Subsequent to June 30, 2012, the Company converted $11,000 of the convertible note payable described in Note 4(a) into 46,013,986 shares of the Company’s common stock.

Acquisition Agreement with Global Fusion Media Inc., dated April 1, 2010 (incorporated by reference to our Current Report on Form 8-K filed on May 11, 2010).

(i) Articles of Incorporation; (ii) By-laws

Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on February 2, 2009).

By-laws (incorporated by reference to our Registration Statement on Form S-1 filed on February 2, 2009).

Certificate of Amendment filed with the Nevada Secretary of State on May 4, 2010 (incorporated by reference to our Registration Statement on Form S-1 filed on February 2, 2009).

Certificate of Amendment filed with the Nevada Secretary of State on July 20, 2011 (incorporated by reference to our Current Report on Form 8-K filed on July 26, 2011).

Material Contracts

Acquisition Agreement between our company and Global Fusion Media Inc. dated April 1, 2010 (incorporated by reference to our Current Report on Form 8-K filed on April 9, 2010).

Share Cancellation Agreement with Rhonda Esparza dated May 4, 2010 (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 18, 2010).

Project Joint Venture Agreement between our company and Autumn Peach Worldwide Inc. (incorporated by reference to our Current Report on Form 8-K filed on May 7, 2012).

Code of Ethics

Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 31, 2010).

Subsidiaries of Registrant

C-Store Networks LLC

Rule 13a-14(a)/15d-14(a) Certifications

Section 302 Certification under Sarbanes-Oxley Act of 2002 of Norman Knowles

Section 302 Certification under Sarbanes-Oxley Act of 2002 of Greg Trevor

Section 1350 Certifications

Section 906 Certification under Sarbanes-Oxley Act of 2002 of Norman Knowles

Section 906 Certification under Sarbanes-Oxley Act of 2002 of Greg Trevor

Interactive Data Files

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.