UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington~~COMMISSION Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2011~~2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ~~1934~~

1934

For the transition period from [ ] to [ ]

Commission file number 000-54210

CONVENIENCE TV INC. (Exact name of registrant as specified in its charter)

Nevada	30-0518293
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)
248 Main Street, Venice, CA	90291
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (877~~.943.3210~~) 331-8777

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.00001 par value (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes[ [ ] No[ x [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes[ [ ] No[ x [X]

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 last 90 days. Yes[ [X] No[ x [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 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 if disclosure of delinquent filers ~~pursuant~~ pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not ~~contained~~ contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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 [ ] Smaller reporting company [ x 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 [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on September 30, ~~2010~~2011 was $5283,~~025,325~~830 based on a $0.~~1475~~0069 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.57 222,~~760~~112,~~141~~615 common shares as of ~~June~~July 2712, ~~2011~~2012.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	912
Item 2.	Properties	912
Item 3.	Legal Proceedings	913
Item 4.	~~[Removed~~Mine ~~and~~Safety ~~Reserved]~~Disclosures	913
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	913
Item 6.	Selected Financial Data	1015
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1115
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1419
Item 8.	Financial Statements and Supplementary Data	1419
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1622
Item 9A.	Controls and Procedures	1622
Item 9B.	Other Information	1723
Item 10.	Directors, Executive Officers and Corporate Governance	1723
Item 11.	Executive Compensation	2127
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2330
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2431
Item 14.	Principal Accounting Fees and Services	2431
Item 15.	Exhibits, Financial Statement Schedules	2433

PART I

Item 1. Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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 annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms we", "us", "our" and "our company" mean Convenience TV Inc. and our wholly owned subsidiary C-Store Networks LLC., unless otherwise indicated.

General Overview

We were incorporated in Nevada on December 4, 2008, under the name "Costa Rica Paradise Inc.", to engage in the business of real estate investment consulting with respect to properties located in Costa Rica. On April 23, 2010 our board of directors authorized a change in name to “Convenience TV Inc.” and a forward split of our common stock on a basis of 7 for 1 which became effective with the OTC Bulletin Board on June 15, 2010. On May 5, 2010 we experienced a change of control upon the closing of an acquisition of C-Store Networks LLC. Our statutory registered agent in Nevada is National Registered Agents Inc. of NV located at 1000 East William Street, Suite 204, Carson City, Nevada 89701. Our business office is located at 248 Main Street, Venice, CA, 90219 and our telephone number is 310-566-3696.

Effective July 20, 2011, our authorized shares of common stock increased from 100,000,000 to 600,000,000 shares of common stock, par value of $0.00001 per share. Our ~~Current~~preferred ~~Business~~stock remains unchanged.

WeOur ~~are~~Current ~~engaged~~Business ~~in the provision of advertising services through a network of in-location televisions installed at various convenience store locations.~~

~~Principal~~We ~~Products~~are engaged in the provision of advertising services through a network of in-location televisions installed at various convenience store locations.

WeOn ~~will~~May ~~pursue~~1, ~~exclusive~~2012, ~~agreements~~we ~~with~~entered into a ~~variety~~joint ~~of convenience~~venture ~~store~~agreement ~~operators to provide them~~ with Autumn ~~in-location~~Peach ~~television~~Worldwide ~~network advertising~~Inc., ~~We have~~ a ~~relationship~~British ~~with~~Virgin ~~Universal~~Islands ~~Distributing Co. Ltd.~~corporation, ~~to organize~~wherein ~~location acquisitions. Universal currently has representatives who~~the ~~focus~~parties ~~mainly~~are onmutually ~~the~~interested ~~convenience~~in ~~store~~creating ~~industry~~a ~~with~~joint aventure ~~variety~~to ofmarket ~~products.~~and ~~Universal~~distribute ~~covers~~Culinary ~~approximately~~Truths 40brand ~~states.~~products ~~Our~~and ~~advertising network is designed~~ to ~~deliver~~ ~~both~~provide ~~entertaining~~digital ~~content and targeted advertising on a demographic~~marketing ~~basis~~devices to ~~each~~promote ~~retail location~~sales. InAutumn ~~addition~~Peach ~~our~~is ~~advertising~~in ~~network~~the ~~delivers promotional~~business ~~advertising~~of ~~tied~~producing tonatural spices ~~products~~under ~~within~~ the ~~retail~~brand ~~location.~~name ~~The programming~~of ~~can~~Culinary beTruths ~~up-dated quickly~~ and iswishes ~~tailored~~ to ~~meet~~market ~~the specific~~and ~~clients’~~distribute ~~need~~the ~~for~~products ~~increased~~in ~~sales,~~North ~~customer enjoyment and brand reinforcement~~America.

WePursuant ~~customize~~to the ~~installation~~terms atof ~~each~~the ~~store~~joint ~~depending~~venture onagreement, the ~~particular~~parties ~~store’s~~have ~~configuration~~agreed ~~and~~to ~~size.~~that Inour ~~general,~~company wewill ~~install~~receive ~~one~~a 42commission ~~inch LCD screen in the highest traffic area~~ of ~~the~~10% ~~store (generally in the cooler~~per ~~section)~~sale ~~and~~for ~~one~~products 32sold ~~inch~~by ~~LCD~~us ~~screen~~or inour ~~the~~affiliates, ~~cash~~that ~~area.~~our ~~Currently,~~company wewill ~~purchase~~supply ~~the~~its ~~screens~~expertise ~~from~~in LGscreen ~~and~~placement ~~our~~within ~~playback~~the ~~computers~~designated ~~are purchased from Dell~~locations, ~~however~~that weAutumn ~~are~~Peach’s ~~constantly~~distributors ~~reviewing~~will ~~the~~be ~~products~~responsible offor ~~all~~the ~~screen~~ordering and ~~computer~~payment ~~manufacturers~~of toequipment ~~ensure~~as required, that we ~~receive~~will ~~the~~pay ~~best~~Autumn ~~price~~Peach ~~possible.~~20% Weof ~~contract~~the ~~out~~net ~~our in-store~~billing ~~installations~~advertising torevenue, ~~several~~and ~~independent~~that ~~installation~~the ~~companies.~~initial Weterm ~~sign~~of ~~a 5 year agreement with~~ the ~~location~~joint ~~owner~~venture ~~that~~agreement shall ~~contains~~be ~~a 3 to~~ 5 ~~year~~years, ~~renewal~~with ~~option. The~~annual ~~renewal~~renewals isbased atupon ~~our~~mutually ~~sole~~acceptable ~~discretion~~terms.

WePrincipal supply all of the equipment and programming as well as advertising sales on a revenue sharing basis. Revenue from advertising sales for our convenience store network is split with the location on a net basis (after all costs of the network are deducted). Revenue splits vary from customer to customer. Products

We ~~generate~~will ~~revenues~~pursue ~~mainly~~exclusive ~~through~~agreements ~~the~~with ~~sale~~a ofvariety ~~advertisements~~of onconvenience ~~our~~store ~~advertising~~operators to provide them with in-location television network advertising. ~~which~~We ishave ~~displayed~~a onrelationship ~~screens~~with ~~throughout~~Universal ~~convenience~~Distributing Co. Ltd., to ~~store~~organize ~~locations~~location acquisitions. ~~SeeSaw~~Universal ~~Networks~~currently has ~~developed~~representatives who focus mainly on the convenience store industry with a ~~costing~~variety ~~formula~~of ~~for~~products. ~~advertisements~~Universal oncovers ~~our~~approximately 40 states. Our advertising network asis ~~one~~designed ofto deliver both entertaining content and targeted advertising on a demographic basis to each retail location. In addition our ~~primary~~advertising network delivers promotional advertising tied to products within the retail location. The ~~distributors~~programming can be up-dated quickly and is tailored to meet the specific clients’ need for increased sales, customer enjoyment and brand reinforcement.

~~Our~~We ~~network~~customize the installation at each store depending on the particular store’s ~~monthly~~configuration ~~average~~and ofsize. ~~active~~In ~~viewers~~general, iswe ~~discounted~~install one 42 inch byLCD ~~40%~~screen ~~then~~in ~~divided~~the byhighest ~~1,000~~traffic toarea ~~reach~~of ~~what~~the isstore ~~called~~(generally ~~“Customers~~in ~~Per~~the ~~Thousand”~~cooler ~~(CPM~~section). ~~That~~and ~~number~~one is32 ~~then~~inch ~~multiplied~~LCD byscreen in the ~~rate~~cash ~~charged~~area. toCurrently, we purchase the screens Adfrom ~~Buyer~~LG ~~(the~~and our playback computers are purchased from Dell, however we ~~CPM~~are ~~Rate)~~constantly reviewing the products of all screen and computer manufacturers to ~~determine~~ensure that we receive the ~~revenue~~best ~~generated~~price ~~per~~possible. ~~month,~~We ~~per~~contract out our in-store installations to several independent installation companies. We sign a 5 year agreement with the location owner that contains a 3 to 5 year renewal option. The renewal is at our sole discretion.

We ~~receive~~supply all of the equipment and programming as well as advertising sales on a revenue sharing basis. Revenue from ~~two~~advertising ~~main~~sales ~~and~~for our ~~two~~convenience ~~ancillary~~store ~~sources:~~network is split with the location on a net basis (after all costs of the network are deducted). Revenue splits vary from customer to customer.

~~Main:~~5

~~Advertising~~We ~~Sales~~generate revenues mainly through the sale of advertisements on our advertising network -which ~~nationally~~is ~~contracted~~displayed toon ~~Outcast~~screens ~~Media~~throughout convenience ~~Inc~~store locations. ~~and~~ SeeSaw Networks; ~~and~~has developed a costing formula for advertisements on our network as one of our primary advertising distributors.

~~Physical~~Our ~~Product~~network’s ~~Sales~~monthly –average Weof ~~receive~~active aviewers ~~commissions~~is ondiscounted by ~~products~~40% ~~sold~~then divided by 1,000 to ~~the~~reach what is called “Customers Per Thousand” ~~stores~~(CPM). ~~from~~That ~~those~~number ~~companies~~is ~~wishing~~then tomultiplied ~~promote~~by ~~their~~the ~~new~~rate ~~products~~charged onto athe ~~direct basis~~Ad ifBuyer we(the CPM ~~place~~Rate) ~~products~~to ~~within~~determine ~~store~~the ~~which~~revenue ~~did~~generated ~~not~~per ~~previously~~month, ~~sell~~per ~~them~~store.

5We receive revenue from two main and two ancillary sources:

~~Ancillary~~Main:

~~Digital~~Advertising ~~Downloads~~Sales ofon ~~ringtones, songs and games – customers who purchase one of these products due to~~ our ~~advertising do so using a a special code which signifies our~~ network as; ~~the origin of the purchase~~ and ~~we receive~~ ~~commissions for this purchase;~~
~~Outbound~~Physical ~~Text~~Product ~~Messaging~~Sales ~~campaigns~~ – We ~~are~~receive ~~paid~~ a ~~percentage~~commissions ~~for~~on ~~each~~products ~~text~~sold to the ~~message~~stores ~~sent~~from bythose acompanies ~~customer~~wishing ~~when~~to ~~they~~promote ~~participate~~their innew aproducts ~~promotion~~on ~~being~~a direct ~~advertised~~basis onif ~~our~~we ~~network.~~place products within store which did not previously sell them.

~~Content~~Ancillary: ~~and Advertisements~~

~~Content~~Digital isDownloads ~~an extremely important element to the success~~ of ~~our advertising network. It must be current~~ringtones, ~~relevant~~songs and ~~entertaining~~games so– ascustomers towho ~~attract~~ purchase ~~viewers.~~one ~~The national average~~ of athese ~~customer’s~~products ~~dwell~~due ~~time~~to ~~within~~our ~~a convenience~~advertising ~~store~~do isso ~~approximately~~using 6a ~~minutes~~special code ~~per~~which ~~visit.~~signifies ~~We split~~ our network ~~programming~~ ~~into 3 minute segments of both advertising and entertaining content such~~ as ~~movie trailers, music videos, extreme sports, outdoors shows, and trivia. An added feature is~~ the ~~ability~~origin toof ~~sell branded content or “advertainment”, which is~~ the ~~combination~~purchase ~~of entertainment~~ and ~~advertising~~we ~~into~~receive ~~one~~ commissions ~~content~~for ~~piece.~~this purchase;
~~Our~~Outbound ~~content~~Text ~~strategy~~Messaging ~~was~~campaigns ~~developed~~– ~~during an initial 9 month testing phase.~~ We ~~tested:~~are ~~remote~~paid ~~management~~a ~~software;~~percentage ~~internet~~for ~~connectivity; and,~~each ~~developed installation criteria. In addition, we tested different types of~~text ~~content,~~ message ~~various~~sent ~~lengths~~by ofa ~~content~~customer ~~playtime,~~when ~~the~~they ~~process~~participate ~~of receiving and~~ in~~-putting~~ ~~store promotions and, the development of~~ a ~~system~~promotion ~~that would deliver~~being ~~those~~ advertised ~~promotions~~on inour ~~a timely manner back to the~~ network.

WeContent ~~currently~~and ~~have~~Advertisements ~~arrangements with content owners that allow us to provide a continuous content mix to our network.~~

~~Our~~Content ~~management~~is ~~will take~~ an ~~active~~extremely ~~role~~important inelement ~~selling~~to the ~~advertising~~ ~~for~~success ~~the~~of our advertising network. ~~They~~It ~~will~~must ~~also~~be ~~work~~current, ~~with~~relevant ~~agencies~~and toentertaining ~~ensure~~so ~~that~~as to ~~the~~attract ~~network~~viewers. isThe ~~available~~national toaverage ~~all~~of ~~levels~~a ofcustomer’s ~~purchasing.~~dwell Intime ~~order~~within toa convenience ~~expose~~store is approximately 6 minutes per visit. We split our network programming into 3 minute segments of both advertising ~~network~~and toentertaining ~~potential~~content such ~~corporate~~as ~~clients~~movie ~~who~~trailers, ~~wish~~music tovideos, ~~include~~extreme ~~their~~sports, outdoors shows, and ~~marketing~~trivia. ~~items~~An onadded ~~our~~feature ~~network~~is the ability to sell branded content or “advertainment”, wewhich ~~have~~is ~~made~~the ~~arrangements~~combination ~~with~~of ~~certain~~entertainment adand advertising into ~~selling~~one ~~groups:~~content piece.

~~Outcast~~Our –content astrategy ~~mixed~~was ~~media~~developed ~~advertising~~during ~~company~~an ~~can~~initial ~~sell~~9 ~~our~~month testing ~~advertising~~phase. We tested: remote management software; internet connectivity; ~~network~~and, ~~time~~developed toinstallation ~~clients~~criteria. ~~interested~~In ~~access~~addition, towe ~~both~~tested ~~gas~~different ~~pump~~types ~~and~~of content, various lengths of content playtime, the process of receiving and in-putting store promotions and, the development of a system that would deliver those promotions in a timely manner back to the network.

~~See~~We ~~Saw~~currently ~~Networks~~have ~~Inc.~~arrangements –with ~~SeeSaw~~content ~~accumulates~~owners ~~networks~~that ~~under their sales~~allow ~~umbrella~~us to ~~deliver~~provide ~~national~~a ~~footprints~~continuous ~~for~~content ~~their~~mix ~~media~~to ~~buyers~~our network.

~~Media~~Our ~~Rich~~management ~~Marketing~~will –take ~~Media~~an ~~Rich~~active isrole ~~a product placement and sponsorship marketing company specializing~~ in ~~partnering~~selling ~~brands with television, radio and~~the ~~online~~advertising ~~media~~for ~~outlets.~~the ~~The company has placed products on shows in prime time to local television programming~~network. ~~The~~They ~~company~~will ~~has~~also ~~worked~~work with TVagencies ~~programs~~to onensure that ~~ABC~~the ~~and~~network ~~Fox,~~is ~~syndicated~~available ~~programs~~to ~~such~~all ~~as:~~levels ~~Regis~~of ~~and~~purchasing. ~~Kelly;~~In ~~The~~order ~~Ellen~~to ~~Degeneres~~expose our ~~Show;~~advertising ~~NASCAR~~network ~~Angels;~~to ~~and~~potential ~~The~~corporate ~~Today~~clients ~~Show;~~who aswish ~~well~~to asinclude ~~cable networks including~~their ~~Fox~~marketing ~~News~~items ~~Channel,~~on ~~MSNBC~~our ~~and CNN~~network.

6Media Rich Marketing – Media Rich is a product placement and sponsorship marketing company specializing in partnering brands with television, radio and online media outlets. The company has placed products on shows in prime time to local television programming. The company has worked with TV programs on ABC and Fox, syndicated programs such as: Regis and Kelly; The Ellen Degeneres Show; NASCAR Angels; and The Today Show; as well as cable networks including Fox News Channel, MSNBC and CNN.

~~Markets~~6

WeMarkets sell our services primarily to companies looking to advertise their products on our convenience store network. Frequently these companies hire advertising placement agents and these agents are generally our intermediaries between the actual customers.

~~Frost~~We &sell ~~Sullivan,~~our aservices ~~global~~primarily ~~growth~~to ~~consulting~~companies ~~firm,~~looking to ~~estimates~~advertise ~~that~~their byproducts ~~the~~on ~~year~~our ~~2010,~~convenience store network. Frequently these companies hire advertising onplacement ~~U.S.~~agents and ~~Canadian~~these ~~networked displays~~agents ~~will~~are begenerally aour intermediaries ~~$3.7~~between ~~billion-a-year~~the ~~business~~actual customers.

~~Jonathan~~Frost ~~Barnard~~& Sullivan, ~~head~~a ofglobal ~~publications~~growth atconsulting ~~ZenithOptimedia~~firm, ~~forecasts~~ estimates that ~~outdoor~~by ~~advertising~~the ~~will grow 7 percent next~~ year 2012, ~~from~~advertising ~~$6.9 billion~~on ~~to $7~~U.~~4 billion~~S. ~~"New digital displays are making out-of-home more eye-catching~~ and ~~attractive,~~Canadian ~~and~~networked ~~because~~displays ~~they can~~ will be ~~updated~~a ~~very~~$1 ~~quickly they open up out~~billion-ofa-~~home~~year tobusiness ~~time-sensitive~~at ~~campaigns.~~a Wecompound ~~forecast~~growth ~~cinema~~rate ~~and out-~~of~~-home~~ ~~grow~~more athan ~~total of 17 percent each between 2010 and 2013~~20%."

Jonathan Barnard, ~~says~~head aof ~~similar~~publications ~~system~~at ~~introduced in European markets~~ZenithOptimedia, ~~several~~forecasts ~~years~~that ~~ago~~outdoor ~~led~~advertising towill agrow ~~noticeable~~7 ~~gain~~percent innext ~~spending~~year, ~~with~~from ~~buyers~~$6.9 billion ~~and~~to ~~planners pleased~~$7.4 ~~with~~billion. ~~the~~"New ~~medium's~~digital ~~new~~displays ~~accountability.~~are ~~ZenithOptimedia~~making ~~predicts~~out-of-home ~~that~~more ~~digital~~eye-catching and ~~alternative~~attractive, ~~media~~and ~~together~~because ~~will~~they ~~grow~~can atbe aupdated ~~rate~~very quickly they open up out-of-home 10to ~~percent~~time-sensitive ~~next~~campaigns. We forecast cinema and ~~year,~~out-of-home ~~with~~grow ~~many~~a ~~new~~total ~~advertisers~~of ~~trying~~17 ~~them~~percent ~~out~~each ~~for~~between ~~the~~2010 ~~first~~and ~~time~~2013."

WeBarnard ~~have~~says ~~targeted~~a similar system introduced in European markets several years ago led to a noticeable gain in spending, with buyers and planners pleased with the ~~convenience~~medium's ~~store~~new ~~market~~accountability. ~~for~~ZenithOptimedia ~~these~~predicts that ~~reasons:~~digital and alternative media together will grow at a rate of 10 percent next year, with many new advertisers trying them out for the first time.

~~Overwhelming~~We ~~number~~have oftargeted ~~locations~~the ~~overall~~convenience ~~(167,000+);~~store market for these reasons:

~~Large~~Overwhelming ~~In-Store~~number ~~traffic~~of –locations ~~national~~overall ~~average 1500 people per day~~(167,000+);
~~Easy~~Large toIn-Store ~~establish~~traffic a– ~~large~~national ~~“captive~~average ~~audience~~1500 “.people per day;
~~Minimal~~Easy ~~deployment~~to ~~costs~~establish asa ~~targeted~~large ~~stores~~“captive ~~are~~audience ~~on average 2000 sq~~“. ~~ft.~~
~~Large~~Minimal ~~“Male~~deployment ~~Audience”~~costs inas ~~the~~targeted ~~hard~~stores toare ~~reach~~on ~~18-44~~average ~~age~~2000 ~~group;~~sq. ft.
~~Multiple~~Large ~~Vendors~~“Male asAudience” ~~Advertising~~in ~~Prospects.~~the hard to reach 18-44 age group;
~~Competition~~Multiple Vendors as Advertising Prospects.

WeCompetition ~~face competition from various advertising companies ranging from small, private businesses to large, state-sponsored enterprises.~~

~~Many~~We offace ~~our~~competition ~~competitors~~from ~~have~~various ~~longer~~advertising ~~operating~~companies ~~histories, better~~ranging ~~brand~~from ~~recognition~~small, ~~and~~private ~~greater~~businesses ~~financial~~to ~~resources~~large, ~~than~~state-sponsored ~~we do~~enterprises. ~~In order for us to successfully compete in our industry we will need to:~~

~~develop~~Many ~~highly~~of ~~marketable~~our ~~content~~competitors have longer operating histories, better brand recognition and ~~sales~~greater ~~strategies;~~financial resources than we do. In order for us to successfully compete in our industry we will need to:

~~continue~~7 ~~developing our relationships with major advertising companies and sales agencies; and~~

~~increase~~develop ~~our~~highly ~~financial~~marketable ~~resources.~~content and sales strategies;
~~However,~~continue ~~there~~developing ~~can~~our berelationships ~~no assurance that even if we do these things we will be able to compete effectively~~ with ~~the~~major ~~other~~advertising companies inand sales ~~our~~agencies; and ~~industry.~~
Weincrease ~~believe that we will be able to compete effectively in~~ our ~~industry~~ ~~because~~financial ~~of a successful placement strategy and focus on in-store advertising in convenience stores~~resources. ~~We believe our competitive advantages of our advertising network are:~~

~~Greater~~However, ~~message~~there ~~impact~~can bybe ~~using~~no ~~full-motion,~~assurance ~~full-color~~that ~~video;~~even if we do these things we will be able to compete effectively with the other companies in our industry.

~~The~~We ~~ability~~believe that we will be able to ~~change~~compete ~~the~~effectively ~~message~~in ~~faster,~~our industry ~~more~~because ~~easily~~of a successful placement strategy and ~~less~~focus ~~expensively~~on in-store ~~than~~advertising ~~replacing~~in ~~printed~~convenience ~~signage~~stores. ~~and~~We ~~point~~believe our competitive advantages of ~~sale~~our advertising ~~material;~~network are:

7Greater message impact by using full-motion, full-color video;
The ability to change the message ~~based~~faster, onmore ~~time~~easily ofand ~~day,~~less ~~day~~expensively than ofreplacing ~~week~~printed -signage ~~even due~~and topoint ~~weather;~~of sale material;
The ability to ~~efficiently~~change ~~and~~the ~~inexpensively~~message ~~provide~~based ~~regional~~on time of day, ~~local~~day ~~and~~of week - even ~~even~~due ~~site-specific~~to ~~programming~~weather;
~~Reduces~~The ~~the~~ability ~~length~~to ofefficiently ~~time~~and ~~required~~inexpensively toprovide ~~deploy~~regional, ~~new~~local ~~promotional~~and even ~~programs~~site-specific programming;
~~Offer~~Reduces ~~product~~the ~~partners~~length aof ~~more~~time ~~relevant/cost-effective~~required ~~merchandising~~to deploy new promotional programs; ~~platform;~~
~~Ability~~Offer toproduct ~~reduce~~partners ~~merchandising~~a ~~clutter~~more byrelevant/cost-effective ~~promoting multiple products and~~merchandising ~~perishables in the store and at the right time.~~ platform;
~~However,~~Ability as we are a newly-established company, we face the same problems as other new companies starting up in an industry, such as lack of available funds. Our competitors may be substantially larger and better funded than us, and have significantly longer histories of research, operation and development than us. In addition, they may develop similar technologies to ~~ours and~~reduce ~~use~~merchandising ~~the~~clutter ~~same~~by ~~methods~~promoting asmultiple weproducts do and ~~generally be able to respond more quickly~~ to perishables ~~new or emerging technologies and changes~~ in ~~legislation and regulations relating to~~ the ~~industry.~~store ~~Additionally,~~and ~~our~~at ~~competitors may devote greater resources to~~ the ~~development,~~right ~~promotion and sale of their products or services than we do~~time. ~~Increased competition could also result in loss of key personnel, reduced margins or loss of market share, any of which could harm our business.~~

~~Intellectual~~However, ~~Property~~as we are a newly-established company, we face the same problems as other new companies starting up in an industry, such as lack of available funds. Our competitors may be substantially larger and better funded than us, and have significantly longer histories of research, operation and development than us. In addition, they may develop similar technologies to ours and use the same methods as we do and generally be able to respond more quickly to new or emerging technologies and changes in legislation and regulations relating to the industry. Additionally, our competitors may devote greater resources to the development, promotion and sale of their products or services than we do. Increased competition could also result in loss of key personnel, reduced margins or loss of market share, any of which could harm our business.

WeIntellectual ~~have~~Property ~~not filed for any protection of our name or trademark. We own all content on our website: http://www.cstorenet.com/.~~

~~Employees~~We ~~and~~have ~~Consultants~~not filed for any protection of our name or trademark. We own all content on our website: http://www.cstorenet.com/.

AsEmployees ~~of June 27, 2011, we had no employees other than our directors~~ and ~~officers.~~Consultants

~~Government~~As ~~Regulations~~of July 12, 2012, we had no employees other than our directors and officers.

WeGovernment ~~are~~Regulations ~~not aware of any government regulations which would have a significant impact on our operations.~~

~~Environmental~~We ~~Regulations~~are not aware of any government regulations which would have a significant impact on our operations.

WeEnvironmental ~~are~~Regulations not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

~~While~~We ~~our~~are ~~intended~~not ~~projects~~aware ~~and~~of ~~business~~any ~~activities~~material doviolations ~~not~~of environmental ~~currently~~permits, ~~violate~~licenses ~~any~~or ~~laws,~~approvals ~~any~~that ~~regulatory~~have ~~changes~~been ~~that~~issued ~~impose~~with ~~additional~~respect to our ~~restrictions~~operations. orWe ~~requirements~~expect onto uscomply orwith onall ~~our~~applicable ~~potential~~laws, ~~customers~~rules ~~could~~and ~~adversely~~regulations ~~affect~~relating usto ~~by increasing~~ our ~~operating~~business, ~~costs~~and orat ~~decreasing~~this ~~demand~~time, ~~for~~we ~~our products~~do ornot ~~services,~~anticipate ~~which~~incurring ~~could~~any material ~~have~~capital aexpenditures ~~material~~to ~~adverse~~comply ~~effect~~with onany ~~our~~environmental ~~results~~regulations or ofother ~~operations~~requirements.

~~REPORTS~~8 ~~TO SECURITY HOLDERS~~

WeWhile ~~are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and~~ our ~~filings~~intended ~~are~~projects ~~available to the public over the internet at the Securities~~ and ~~Exchange~~business ~~Commission’s~~activities ~~website~~do ~~at http://www.sec.gov. The public~~not ~~may~~currently ~~read~~violate ~~and~~any ~~copy~~laws, any ~~materials~~regulatory ~~filed~~changes bythat usimpose ~~with the Securities and Exchange~~additional ~~Commission~~restrictions ator ~~the~~requirements ~~Securities~~on ~~and~~us ~~Exchange~~or ~~Commission’s~~on ~~Public~~our ~~Reference~~potential ~~Room~~customers ~~at 100~~could ~~F Street N.E. Washington D.C. 20549. The public may obtain information on~~adversely ~~the~~affect ~~operation~~us ~~of the Public Reference Room~~ by ~~calling~~increasing ~~the~~our ~~Securities~~operating ~~and Exchange~~costs ~~Commission~~or atdecreasing ~~1-800-732-0330.~~demand ~~The~~for ~~SEC also maintains an Internet site~~our ~~that~~products ~~contains~~or ~~reports~~services, ~~proxy~~which ~~and~~could ~~formation~~have ~~statements,~~a ~~and~~material ~~other~~adverse ~~information regarding~~effect ~~issuers~~on ~~that~~our ~~file electronically with the SEC, at~~results ~~http://www~~of operations.~~sec.gov.~~

8REPORTS TO SECURITY HOLDERS

~~Item~~We 1Aare required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. ~~Risk~~The ~~Factors~~public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

AsItem a1A. ~~“smaller~~Risk ~~reporting company”, we are not required to provide the information required by this Item.~~Factors

~~Item~~Much 1Bof the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such ~~Unresolved~~forward ~~Staff~~looking ~~Comments~~statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

AsSuch aestimates, ~~“smaller~~projections ~~reporting~~or ~~company~~other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, wein the ~~are~~future, ~~not~~could ~~required~~materially affect actual results and cause actual results to ~~provide~~differ materially from the ~~information~~results ~~required~~expressed byin ~~this~~any ~~Item~~such estimates, projections or other “forward looking statements”.

~~Item~~Risks 2.Related ~~Properties~~to Our Business

~~Our~~We ~~business~~have ~~office~~a ishistory ~~located~~of atlosses ~~248~~and ~~Main~~no ~~Street~~revenues, ~~Venice,~~which ~~CA,~~raise ~~90219.~~substantial ~~Our~~doubt ~~500~~about ~~square~~our ~~meter~~ability ~~office space is provided~~ to uscontinue atas noa ~~charge~~going ~~by our management~~concern.

~~Item~~From 3inception to March 31, 2012, we have incurred aggregate net losses of $1,430,205. ~~Legal~~We ~~Proceedings~~can offer no assurance that we will ever operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of when customers will order products, the size of customers’ orders, the demand for our products, and the level of competition and general economic conditions.

WeOur ~~know~~company’s ofoperations nowill ~~material,~~be ~~existing~~subject orto ~~pending~~all ~~legal~~the ~~proceedings~~risks ~~against~~inherent ~~our~~in ~~company,~~the ~~nor~~establishment ~~are~~of ~~we involved as~~ a ~~plaintiff~~developing inenterprise ~~any~~and ~~material~~the uncertainties ~~proceeding~~arising orfrom ~~pending~~the ~~litigation.~~absence ~~There~~of ~~are~~a nosignificant ~~proceedings~~operating inhistory. ~~which~~No ~~any~~assurance ofcan ~~our~~be ~~directors,~~given ~~officers~~that orwe ~~affiliates,~~may orbe ~~any~~able ~~registered~~to oroperate ~~beneficial~~on ~~stockholder, is an adverse party or has~~ a ~~material~~profitable ~~interest adverse to our interest~~basis.

~~Item~~Due 4to the nature of our business and the early stage of our development, our securities must be considered highly speculative. ~~[Removed~~We have not realized a profit from our operations to date and ~~Reserved]~~there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the successful commercialization or licensing of our core products, which themselves are subject to numerous risk factors as set forth below.

~~PART~~We IIexpect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our products gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional products are developed and commercially released and sales of such products made so that we are operating in a profitable manner. Our history of losses and no revenues raise substantial doubt about our ability to continue as a going concern.

~~Item~~9 ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

~~Our~~We ~~Common~~have ~~stock~~had ~~quoted~~negative oncash ~~the~~flows ~~OTC~~from ~~Bulletin~~operations ~~Board~~since inception. ~~under~~We will require significant additional financing, the availability of ~~Symbol~~which ~~"CRPZ".~~cannot ~~Our~~be ~~common~~assured, ~~stock~~and ~~was~~if ~~listed~~our ~~for~~company ~~quotation~~is onunable ~~November~~to 12obtain such financing, ~~2009~~our business may fail.

~~The~~To ~~following~~date, ~~table~~we ~~reflects~~have ~~the~~had ~~high~~negative ~~and~~cash ~~low~~flows ~~bid~~from ~~information~~operations and ~~for~~have ~~our~~depended ~~common~~on ~~stock~~sales ~~obtained~~of ~~from~~our ~~Stockwatch~~equity securities and ~~reflects~~debt ~~inter-dealer~~financing ~~prices,~~to meet our ~~without~~cash ~~retail~~requirements. ~~mark-up,~~We ~~markdown~~may orcontinue ~~commission~~to have negative cash flows. We have estimated that we will require approximately $1,340,520 ~~and~~to ~~may~~carry ~~not~~out ~~necessarily~~our ~~represent~~business plan for the next twelve months. There is no assurance that actual ~~transactions~~cash requirements will not exceed our estimates. We will require additional financing to finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.

~~The~~Our ~~high~~ability to market and ~~low~~sell ~~bid~~our ~~prices~~advertising ofservices will be dependent upon our ~~common~~ability ~~stock~~to ~~for~~raise ~~the~~significant ~~periods indicated~~additional ~~below~~financing. If we are unable asto ~~follows:~~obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to:

OTC Bulletin Board
Quarter Ended	High	Low
March 31, 2011	$0.06	$0.0195
December 31, 2010	$0.201	$0.03
September 30, 2010	$0.38	$0.08
June 30, 2010	$3.50	$0.60
March 31, 2010	N/A(1)	N/A(1)

support our planned growth and carry out our business plan;
~~(1)~~hire ~~Our~~top ~~first~~quality ~~trade~~personnel ~~did~~for ~~not~~all ~~occur~~areas ~~until~~of ~~April~~our ~~20,~~business; ~~2010.~~and
Asaddress ofcompeting ~~June~~technological ~~27,~~and ~~2011,~~market ~~there were approximately 51 holders of record of our common stock~~developments. ~~As of such date, June 27, 2011, 57,760,141 common shares were issued and outstanding.~~

~~Our~~We ~~common~~may ~~shares~~not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are ~~issued~~favorable to us or in ~~registered~~sufficient ~~form~~amounts to satisfy our requirements. ~~Empire~~Any ~~Stock~~additional equity financing may involve ~~Transfer~~substantial ~~Inc~~dilution to our then existing shareholders. If we require, ~~1859~~but ~~Whitney~~are unable ~~Mesa~~to ~~Drive~~obtain, ~~Henderson~~additional financing in the future, NVwe ~~89014~~may ~~(Telephone:~~be ~~(702)~~unable to ~~818-5898)~~implement isour ~~the~~business ~~registrar~~plan and ~~transfer~~our ~~agent~~growth ~~for~~strategies, ~~our~~respond ~~common~~to ~~shares~~changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

9We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

~~Dividend~~We ~~Policy~~have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Accordingly, we must be considered in the development stage. Our success is significantly dependent on a successful commercialization of our advertising services. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to develop a successful advertising service or achieve commercial acceptance of our advertising services or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

WeIf ~~have~~we ~~not~~fail ~~paid~~to ~~any~~effectively ~~cash~~manage ~~dividends on our common stock and have no present intention of paying any dividends on~~ the ~~shares~~growth of our ~~common~~company ~~stock. Our current policy is to retain earnings, if any, for use in our operations~~ and in the ~~development~~commercialization of our ~~business.~~advertising ~~Our~~services, our future ~~dividend policy~~business ~~will~~results could be ~~determined~~harmed ~~from~~and ~~time~~our tomanagerial ~~time~~and byoperational ~~our~~resources ~~board~~may ~~of directors~~be strained.

~~Recent~~As ~~Sales~~we proceed with the commercialization of ~~Unregistered~~our ~~Securities;~~advertising services ~~Use~~and the expansion of ~~Proceeds~~our marketing and commercialization efforts, we ~~from~~expect ~~Registered~~to ~~Securities~~experience significant growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition.

Other than as disclosed herein, we did not sell any equity securities which were not registered under the Securities Act during the year ended March 31, 2011 that were not otherwise disclosed on our quarterly reports on Form 10-Q ~~or our current reports on Form 8-K filed during the year ended March 31, 2011.~~

OnBecause ~~July 1, 2010,~~ we ~~issued~~face ~~520,000~~intense ~~shares~~competition offrom ~~common~~larger ~~stock at~~and ~~$0.055 per share for proceeds of $28,700. We issued the securities to two (2) non~~better-~~U.S.~~established ~~persons~~companies ~~(as~~ that ~~term~~have ismore ~~defined~~resources inthan ~~Regulation~~we Sdo, ofwe ~~the~~may ~~Securities Act~~be ofunable ~~1933),~~to inimplement anour ~~offshore~~business ~~transaction~~plan ~~relying on Regulation S and/~~or ~~Section~~increase ~~4(2) of~~our ~~the Securities Act of 1933~~revenues.

OnThe ~~July~~market ~~22,~~for ~~2010,~~our weadvertising ~~issued~~services ~~1,250,000~~is ~~shares~~intensely competitive and highly fragmented. Many of ~~common~~these ~~stock~~competitors atmay have longer ~~$0.20~~operating ~~per~~histories, ~~share~~greater ~~for~~financial, ~~proceeds~~technical ofand ~~$250~~marketing resources,~~000.~~ Weand enjoy ~~issued~~existing ~~the~~name ~~securities~~recognition toand ~~one~~customer ~~(1) non-U~~bases.S. ~~persons~~New ~~(as~~competitors ~~that~~may ~~term~~emerge and israpidly ~~defined~~acquire insignificant ~~Regulation~~market Sshare. ofIn addition, new services and technologies likely will increase the ~~Securities~~competitive ~~Act~~pressures we face. Competitors ofmay ~~1933),~~be inable anto ~~offshore~~respond ~~transaction~~more ~~relying~~quickly onto ~~Regulation~~technological Schange, ~~and/~~competitive pressures, or ~~Section~~changes ~~4(2) of~~in ~~the~~consumer ~~Securities~~demand. ~~Act~~As a result of ~~1933~~their advantages, our competitors may be able to limit or curtail our ability to compete successfully.

OnIn ~~August~~addition, 3many of our large competitors may offer customers a broader or superior range of services and technologies. Some of our competitors may conduct more extensive promotional activities and offer lower commercialization and licensing costs to customers than we do, ~~2010~~which could allow them to gain greater market share or prevent us from establishing and increasing our market share. Increased competition may result in significant price competition, wereduced ~~issued~~profit ~~600~~margins or loss of market share,~~000~~ ~~shares~~any of ~~common~~which ~~stock~~may ~~with~~have a ~~fair~~material ~~value~~adverse ofeffect ~~$90,000~~on ~~pursuant~~our ability to angenerate ~~investor~~revenues ~~relations~~and successfully ~~agreement~~operate ~~entered~~our business. Our competitors may develop technologies ~~into~~superior onto ~~August~~those 1,that ~~2010.~~our Wecompany ~~issued~~currently possess. In the ~~securities~~future, we may need to ~~one~~decrease ~~U.S.~~our ~~person~~prices ~~(as~~if ~~that~~our competitors lower their prices. Our competitors ~~term~~may isbe ~~defined~~able into ~~Regulation~~respond Smore ofquickly ~~the~~to ~~Securities~~new ~~Act~~or ofchanging ~~1933)~~opportunities, ~~relying~~services, technologies ~~upon~~and ~~Rule~~customer requirements. Such competition will potentially affect ~~506~~our chances of ~~Regulation~~achieving Dprofitability, ofand ~~the~~ultimately ~~Securities~~affect ~~Act~~our ofability ~~1933~~to continue as a going concern.

~~Equity~~Our ~~Compensation~~by-laws ~~Plan~~contain ~~Information~~provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

~~Except~~Our asby-laws ~~disclosed~~contain ~~herein~~provisions with respect to the indemnification of our officers and directors against all expenses, weliability and doloss ~~not~~(including ~~have~~attorneys’ afees, ~~stock~~judgments, ~~option~~fines ~~plan~~and amounts paid or to be paid in ~~favor~~settlement) ofreasonably incurred or suffered by him or her in connection with any ~~director~~action, ~~officer,~~suit ~~consultant~~or proceeding to which they were made parties by reason of his or ~~employee~~her being or having been one of our ~~company~~directors or officers.

~~Convertible~~Risks ~~Securities~~Related to Our Common Stock

OnA ~~December~~decline 3,in ~~2010, we issued a $55,000 convertible note which bears interest at 8% per annum and matures on September 3, 2011. The note is not convertible until 180 days after~~ the ~~date~~price of ~~issuance~~our ~~and, thereafter, is convertible into shares of~~ common stock oncould oraffect ~~after June 1, 2011 at a conversion~~our ~~rate~~ability ofto ~~58%~~raise offurther ~~the~~working ~~average~~capital, ofit ~~the~~may ~~three~~adversely ~~lowest~~impact ~~closing bid prices of~~ our ~~common stock~~ability ~~for the ten trading days ending one trading day prior~~ to ~~the date the~~ ~~conversion~~continue ~~notice~~operations isand ~~sent~~we bymay ~~the~~go ~~holder~~out ~~to us. 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~~business.

OnA ~~January~~prolonged ~~14,~~decline ~~2011,~~in wethe ~~issued~~price aof ~~$42,500~~our ~~convertible~~common ~~note~~stock ~~which~~could ~~bears~~result ~~interest~~in ata 8%reduction ~~per~~in ~~annum~~the liquidity of our common stock and ~~matures~~a onreduction ~~October~~in our ~~18,~~ability ~~2011~~to raise capital. ~~The~~Because ~~note~~we ismay ~~not~~attempt to acquire a significant ~~convertible~~portion ~~until~~of ~~180~~the ~~days~~funds ~~after~~we need in order to conduct our planned operations through the ~~date~~sale of ~~issuance~~equity ~~and~~securities, ~~thereafter,~~a ~~is convertible~~decline ~~into~~in ~~shares~~the price of our common stock oncould be ordetrimental ~~after~~to ~~July~~our ~~13,~~liquidity ~~2011~~and atour aoperations because the decline may cause ~~conversion~~investors ~~rate~~to ofnot ~~58%~~choose ofto ~~the~~invest ~~average~~in ofour ~~the~~stock. ~~three~~If ~~lowest~~we ~~closing~~are ~~bid~~unable ~~prices~~to ofraise the ~~our~~funds ~~common~~we ~~stock~~require for ~~the~~all ~~ten~~of ~~trading~~our ~~days~~planned ~~ending~~operations, ~~one~~we ~~trading~~may ~~day~~be ~~prior~~forced to reallocate ~~the~~funds from other planned uses and may suffer a significant negative ~~date~~effect ~~the~~on ~~conversion~~our ~~notice~~business isplan ~~sent~~and byoperations, ~~the~~including ~~holder~~our ability to usdevelop new products and continue our current operations. ~~Upon~~As ana ~~event~~result, ofour business may ~~default,~~suffer ~~the~~and ~~entire~~not ~~principal~~be ~~balance~~successful and ~~accrued~~we ~~interest~~may ~~outstanding~~go isout ~~due~~of business. We also might not be ~~immediately,~~able ~~and~~to ~~interest~~meet ~~shall~~our ~~accrue~~financial onobligations ~~the~~if ~~unpaid~~we ~~principal~~cannot ~~balance~~raise atenough ~~22%~~funds through ~~per~~the ~~annum.~~sale of our common stock and we may be forced to go out of business.

~~Purchase~~If ofwe ~~Equity~~issue ~~Securities~~additional byshares in the ~~Issuer~~future, ~~and~~it ~~Affiliated~~will result ~~Purchasers~~in the dilution of our existing shareholders.

We ~~did~~are ~~not~~authorized ~~purchase~~to ~~any~~issue ofup ~~our~~to 600,000,000 shares of common stock and 100,000,000 preferred shares with a par value of $0.00001. Our board of directors may choose to issue some or ~~other~~all of such shares to acquire one or ~~securities~~more ~~during~~businesses ~~our~~or ~~fourth~~to ~~quarter~~provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our ~~fiscal~~common ~~year~~stock. ~~ended~~If ~~March~~we 31issue any such additional shares, such issuance will cause a reduction in the ~~2011~~proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our company.

~~Item~~11 ~~6. Selected Financial Data~~

AsTrading aof ~~“smaller~~our ~~reporting~~stock ~~company”~~may be restricted by the Securities Exchange Commission's penny stock regulations, wewhich ~~are~~may ~~not~~limit ~~required~~a tostockholder's ~~provide~~ability ~~the~~to ~~information~~buy ~~required~~and bysell ~~this~~our ~~Item~~stock.

10The 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.

~~Item~~FINRA 7.sales ~~Management’s~~practice ~~Discussion~~requirements ~~and~~may ~~Analysis~~also oflimit ~~Financial~~a stockholder's ~~Condition~~ability to buy and ~~Results~~sell ofour ~~Operations~~stock.

~~The~~In ~~following~~addition ~~discussion~~to ~~should~~the be"penny ~~read~~stock" inrules ~~conjunction~~described ~~with~~above, ~~our~~the ~~audited~~Financial ~~financial~~Industry ~~statements~~Regulatory ~~and~~Authority ~~the~~(FINRA), ~~related~~formerly ~~notes~~the ~~for~~National Association ~~the~~of ~~years~~Securities ~~ended~~Dealers ~~March~~or 31NASD, has adopted rules that require that ~~2011~~in ~~and~~recommending ~~March~~an 31investment to a customer, ~~2010~~a broker-dealer must have reasonable grounds for believing that ~~appear~~the ~~elsewhere~~investment inis ~~this~~suitable ~~annual~~for ~~report~~that customer. ~~The following~~Prior ~~discussion~~to ~~contains~~recommending ~~forward~~speculative low priced securities to their non-~~looking~~institutional ~~statements~~customers, ~~that~~broker-dealers ~~reflect~~must ~~our~~make ~~plans~~reasonable efforts to obtain information about the customer's financial status, tax status, investment ~~estimates~~objectives and ~~beliefs~~other information. ~~Our~~Under ~~actual~~interpretations ~~results~~of ~~could~~these ~~differ~~rules, ~~materially from those~~the ~~discussed~~FINRA inbelieves ~~the~~that ~~forward~~there ~~looking~~is ~~statements.~~a ~~Factors~~high probability that ~~could~~speculative ~~cause~~low orpriced ~~contribute~~securities towill ~~such~~not ~~differences~~be ~~include,~~suitable ~~but~~for ~~are~~at ~~not~~least ~~limited~~some tocustomers. ~~those~~The ~~discussed~~FINRA ~~below~~requirements ~~and~~make ~~elsewhere~~it inmore ~~this~~difficult ~~annual~~for ~~report~~broker-dealers to recommend that their customers buy our common stock, ~~particularly~~which inmay ~~the~~limit ~~section~~your ~~entitled~~ability to buy and sell our ~~"Risk~~stock ~~Factors"~~and ~~beginning~~have onan ~~page~~adverse 9effect ofon ~~this~~the ~~annual~~market ~~report~~for our shares.

~~Our~~Item ~~audited~~1B. ~~financial~~Unresolved ~~statements~~Staff ~~are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~Comments

~~Purchase~~As ofa ~~Significant~~“smaller ~~Equipment~~reporting company”, we are not required to provide the information required by this Item.

WeItem ~~intend to purchase approximately $660,000 worth of equipment for expansion of our operations over the next twelve months~~2. ~~We do not currently have the funds necessary to initiate this expansion and there can be no assurance that we will be able to secure the required funding.~~ Properties

~~Personnel~~Our ~~Plan~~business office is located at 248 Main Street, Venice, CA, 90219. Our 500 square meter office space is provided to us at no charge by our management.

~~We do not expect any material changes in the number of employees over the next~~ 12 ~~month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.~~

~~Results~~Item of3. ~~Operations~~Legal Proceedings

~~For~~We ~~the~~know ~~Year~~of ~~Ending~~no ~~March~~material, 31existing or pending legal proceedings against our company, ~~2011~~nor ~~and~~are ~~2010~~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 stockholder, is an adverse party or has a material interest adverse to our interest.

		Year Ended
		March 31
		2011			2010
Revenue	$	Nil		$	Nil
Operating Expenses	$	436,035		$	115,342
Net Loss	$	(450,906	)	$	(115,342	)

Item 4. Mine Safety Disclosures

~~Expenses~~Not applicable.

~~Our~~PART ~~operating~~II ~~expenses for our years ended March 31, 2011 and 2010 are outlined in the table below:~~

		Year Ended
		March 31
		2011			2010
Amortization of property and equipment	$	51,938		$	51,627
Consulting fees	$	6,700		$	6,500
Foreign exchange loss (gain)	$	(2,705	)	$	39,400
Investor relations	$	112,840		$	Nil
Management fees	$	114,000		$	Nil
Network management	$	98,485		$	5,000
Office and general	$	10,758		$	126
Professional fees	$	34,844		$	11,305
Transfer agent and filing fees	$	8,788		$	Nil
Travel and promotion	$	387		$	1,384

11Our common stock quoted on the OTC Bulletin Board under the Symbol "CRPZ". Our common stock was listed for quotation on November 12, 2009.

~~Operating~~The ~~expenses~~following ~~for~~table ~~year~~reflects ~~ended~~the ~~March~~high ~~31,~~and ~~2011~~low ~~increased~~bid byinformation ~~278%~~for asour ~~compared~~common tostock ~~the~~obtained ~~comparative~~from ~~period~~Stockwatch inand ~~2010~~reflects ~~primarily~~inter-dealer asprices, without aretail ~~result~~mark-up, ofmarkdown ~~an increase~~or ~~in investor relations~~commission, ~~management~~and ~~fees~~may ~~and~~not ~~network~~necessarily represent ~~management~~actual transactions.

~~Revenue~~The high and low bid prices of our common stock for the periods indicated below are as follows:

We have earned revenues of $14,326 since our inception. We have not earned any revenues in our last two fiscal years.

OTC Bulletin Board
Quarter Ended	High	Low
March 31, 2012	$0.006	$0.001
December 31, 2011	$0.0089	$0.0014
September 30, 2011	$0.0116	$0.0016
June 30, 2011	$0.025	$0.01
March 31, 2011	$0.06	$0.02
December 31, 2010	$0.201	$0.03
September 30, 2010	$0.38	$0.08
June 30, 2010	$3.50	$0.60
March 31, 2010	N/A⁽¹⁾	N/A⁽¹⁾

~~Equity~~(1) ~~Compensation~~Our first trade did not occur until April 20, 2010.

WeAs ~~currently~~of doJuly ~~not~~12, ~~have~~2012, ~~any~~there ~~stock~~were ~~option~~approximately or51 ~~equity~~holders of ~~compensation~~record ~~plans~~of orour ~~arrangements~~common stock. As of July10, 2012, 222,112,615 common shares were issued and outstanding.

~~Liquidity~~Our common shares are issued in registered form. Empire Stock Transfer Inc, 1859 Whitney Mesa Drive Henderson, NV 89014 (Telephone: (702) 818-5898) is the registrar and ~~Financial~~transfer ~~Condition~~agent for our common shares.

Working Capital
		At		At
		March 31,		March 31,
		2011		2010
Current Assets	$	70,679	$	8,457
Current Liabilities	$	68,544	$	392,467
Working Capital (Deficit)	$	2,135	$	(384,010	)

Cash Flows
		Year Ended			Year Ended
		March 31,			March 31,
		2011			2010
Net Cash used in Operating Activities	$	(308,876	)	$	(68,642	)
Net Cash used in Investing Activities	$	6,755		$	(8,005	)
Net Cash Provided by Financing Activities	$	370,700		$	76,647
Increase in Cash During the Period	$	51,518		$	Nil

Dividend Policy

We ~~will~~have ~~require~~not ~~additional~~paid ~~funds~~any tocash ~~fund~~dividends on our ~~budgeted~~common ~~expenses over~~stock ~~the next 12 months. These funds may be raised through equity financing,~~and ~~debt~~have ~~financing,~~no orpresent ~~other~~intention ~~sources,~~of ~~which~~paying ~~may~~any ~~result~~dividends inon ~~further dilution in~~ the ~~equity~~ ~~ownership~~shares of our ~~shares~~common stock. ~~There~~Our iscurrent ~~still~~policy nois ~~assurance that we will be able~~ to ~~maintain~~retain ~~operations~~earnings, atif aany, ~~level sufficient~~ for anuse ~~investor~~in toour operations ~~obtain~~and ain ~~return on~~the ~~his~~development ~~investment~~of in our ~~common stock~~business. ~~Further,~~Our wefuture ~~may~~dividend ~~continue~~policy will to be ~~unprofitable.~~ Wedetermined ~~need~~from totime ~~raise additional funds in the immediate future in order~~ to ~~proceed~~time ~~with~~by our ~~budgeted~~board ~~expenses~~of directors.

~~Specifically,~~Recent weSales ~~estimate~~of ~~our~~Unregistered ~~operating~~Securities; ~~expenses~~Use ~~and~~of ~~working~~Proceeds ~~capital~~from ~~requirements~~Registered ~~for~~Securities ~~the next 12 months to be as follows:~~

Description	Estimated Completion Date	Estimated Expenses ($)
Legal and accounting fees	12 months	100,000
Marketing and advertising	12 months	17,600
Management and operating costs	12 months	650,000
Salaries and consulting fees	12 months	200,000
Fixed asset purchases	12 months	660,000
General and administrative expenses	12 months	75,000
Total		1,702,600

Other than as disclosed herein, we did not sell any equity securities which were not registered under the Securities Act during the year ended March 31, 2012 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2012.

12On January 3, 2012, we issued 4,032,258 shares of common stock pursuant to the conversion of $2,500 of the convertible note. The fair value of the conversion option was determined to be $6,356 on the date of conversion and was recorded as additional paid-in capital. These shares were issued pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933.
WeOn ~~intend~~January to17, ~~meet~~2012, ~~our~~we ~~cash~~issued ~~requirements~~3,846,154 ~~for~~shares ~~the~~of ~~next~~common 12stock ~~months~~pursuant to ~~through~~ the aconversion ~~combination~~ of ~~debt~~$2,000 ~~financing~~of ~~and~~the ~~equity~~convertible ~~financing~~note. byThe ~~way~~fair value of ~~private~~the ~~placements.~~ conversion Weoption ~~currently~~was dodetermined ~~not~~to ~~have~~be ~~any~~$8,141 ~~arrangements~~on inthe ~~place~~date toof ~~complete~~conversion ~~any~~and ~~private~~ was ~~placement~~recorded ~~financings~~as ~~and~~additional ~~there is no assurance that we will be successful~~ paid-in ~~completing any private placement financings~~capital. IfThese weshares ~~are~~were ~~not~~issued ~~able to~~pursuant ~~successfully complete any private placement financings, we plan~~ to ~~cooperate with~~an ~~film~~exemption ~~and~~from ~~television~~registration ~~producers~~relying ~~or obtain shareholder loans to meet our cash requirements. However, there is no assurance that any such financing will be available or if available,~~ on ~~terms~~Section ~~that~~4(2) ~~will~~of bethe ~~acceptable to us. We may not~~Securities ~~raise~~ Act ~~sufficient~~of ~~funds to fully carry out our business plan~~1933.
~~Future~~On ~~Financings~~February 6, 2012, we issued 5,208,333 shares of common stock pursuant to the conversion of $2,500 of the convertible note. The fair value of the conversion option was determined to be $11,332 on the date of conversion and was recorded as additional paid-in capital. These shares were issued pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933.
WeOn ~~will~~February ~~require~~15, ~~additional~~2012, ~~financing~~we inissued ~~order~~5,208,333 toshares ~~enable~~of uscommon tostock pursuant ~~proceed~~ to ~~with~~the ~~our~~conversion ~~plan~~ of ~~operations, as discussed above, including approximately~~ $12,~~702,600~~500 ~~over~~of the ~~next~~convertible 12note. ~~months~~The tofair ~~pay~~value ~~for~~of ~~our ongoing expenses. These~~the ~~expenses~~ conversion ~~include~~option ~~legal,~~was ~~accounting~~determined ~~and~~to ~~audit~~be ~~fees~~$13,327 ason ~~well~~the asdate ~~general~~of conversion and ~~administrative~~ was ~~expenses.~~recorded ~~These~~as ~~cash~~additional ~~requirements are~~ paid-in ~~excess of our current cash and working~~ capital ~~resources~~. ~~Accordingly,~~These weshares ~~will~~were ~~require~~issued ~~additional~~pursuant ~~financing in order~~ to ~~continue~~an ~~operations~~exemption ~~and~~from toregistration ~~repay~~relying ~~our~~on ~~liabilities.~~Section ~~There~~4(2) ~~is no~~of ~~assurance~~the ~~that any party will advance additional funds to us in order to~~Securities ~~enable~~ Act ~~us to sustain our plan~~ of ~~operations or to repay our liabilities~~1933.
WeOn ~~anticipate~~February ~~continuing~~24, to2012, ~~rely~~we onissued ~~equity~~5,000,000 ~~sales~~shares of ~~our~~ common stock ~~in order~~ pursuant to ~~continue~~the toconversion ~~fund~~of ~~our~~$1,000 ~~business~~of ~~operations~~the convertible. ~~Issuances~~The ~~of additional~~fair ~~shares~~value ~~will~~of ~~result~~the conversion inoption ~~dilution~~was determined to ~~our~~be ~~existing~~$3,367 ~~stockholders.~~on ~~There~~the ~~is no~~date ~~assurance~~of ~~that~~conversion weand was ~~will~~recorded ~~achieve~~as ~~any~~ additional ~~sales~~paid-in ofcapital. ~~our~~These ~~equity~~shares ~~securities~~were issued pursuant or to ~~arrange~~an ~~for~~exemption ~~debt~~from orregistration ~~other~~relying ~~financing~~on toSection ~~fund~~4(2) ~~our~~of ~~planned~~the ~~business~~Securities ~~activities~~ Act of 1933.

WeEquity ~~presently~~Compensation doPlan ~~not~~Information 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.

~~Contractual~~Except ~~Obligations~~as disclosed herein, we do not have a stock option plan in favor of any director, officer, consultant or employee of our company.

AsConvertible ~~a “smaller reporting company”, we are not required to provide tabular disclosure obligations.~~Securities

~~Going~~On ~~Concern~~December 3, 2010, we issued a $55,000 convertible note which bears interest at 8% per annum and matures on September 3, 2011. The note is not convertible until 180 days after the date of issuance and, thereafter, is convertible into shares of common stock on or after June 1, 2011 at a conversion rate of 58% of the average of the three lowest closing bid prices of our common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to us. 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.

We14 generated minimal revenues since inception and are dependent upon obtaining outside financing to carry out our operations and pursue our pharmaceutical research and development activities. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

IfOn ~~our~~January ~~operations~~14, ~~and~~2011, ~~cash~~we ~~flow~~issued ~~improve~~a $42,500 ~~management~~convertible ~~believes~~note which ~~that~~bears weinterest ~~can~~at ~~continue~~8% toper ~~operate.~~annum ~~However~~and matures on October 18, no2011. ~~assurance~~The ~~can~~note beis ~~given~~not convertible ~~that~~until 180 days after the date of issuance and, thereafter, is ~~management's~~convertible ~~actions~~into ~~will~~shares ~~result~~of incommon ~~profitable~~stock ~~operations~~on or anafter ~~improvement~~July in13, 2011 at a ~~our~~conversion ~~liquidity~~rate ~~situation.~~of ~~The~~58% ~~threat~~of the average of the three lowest closing bid prices of our ~~ability~~common tostock ~~continue~~for asthe aten ~~going~~trading days ending one trading day prior to the ~~concern~~date ~~will~~the ~~cease~~conversion notice is sent by the holder to ~~exist~~us. ~~only~~Upon ~~when~~an ~~our~~event ~~revenues~~of default, ~~have~~the ~~reached~~entire aprincipal ~~level~~balance ~~able~~and toaccrued interest outstanding is due ~~sustain~~immediately, ~~our~~and ~~business~~interest ~~operations~~shall accrue on the unpaid principal balance at 22% per annum.

~~Off-Balance~~On ~~Sheet~~July ~~Arrangements~~26, 2011, we issued a $37,500 convertible note which bears interest at 8% per annum and matures on April 30, 2012. The note is convertible into shares of common stock 180 days after the date of issuance at a conversion rate of 58% of the average of the three lowest closing bid prices of our common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to our 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. On October 6, 2011, the conversion rate was amended to be 35% of the average of the three lowest closing bid prices of our common stock for the ten trading days ending one trading day prior to the date of conversion.

WeOn ~~have~~October no12, ~~off-balance~~2011, ~~sheet~~we ~~arrangements~~issued ~~that~~a ~~have~~$32,500 orconvertible ~~are~~note which ~~reasonably~~bears ~~likely~~interest toat ~~have~~8% per annum and matures on July 17, 2012. The note is convertible into shares of common stock 180 days after the date of issuance at a conversion ~~current~~rate orof ~~future~~35% ~~effect~~of onthe average of the three lowest closing bid prices of our ~~financial~~common ~~condition,~~stock for the ten trading days ending one trading day prior to the ~~changes~~date inthe ~~financial~~conversion ~~condition,~~notice ~~revenues~~is orsent ~~expenses,~~by ~~results~~the holder to our company. Upon an event of ~~operations~~default, the entire principal balance and accrued interest outstanding is due ~~liquidity~~immediately, ~~capital~~and ~~expenditures~~interest orshall ~~capital~~accrue ~~resources~~on ~~that~~the isunpaid ~~material~~principal tobalance at 22% ~~stockholders~~per annum.

~~Critical~~On ~~Accounting~~March ~~Policies~~29, 2012, we 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 at a conversion rate of 45% of the average of the three lowest closing bid prices of our common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to our 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. As at March 31, 2012, we had not received the proceeds from the holder of the convertible note.

~~The~~Purchase ~~discussion and analysis~~ of ~~our~~Equity ~~financial~~Securities condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by ~~management’s application of accounting policies. We believe that understanding~~ the ~~basis~~Issuer and ~~nature of the estimates and assumptions involved with~~Affiliated ~~the following aspects of our financial statements is critical to an understanding of our financial statements.~~ Purchasers

13We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2012.

~~Revenue~~Item ~~Recognition~~6. Selected Financial Data

WeAs ~~recognize~~a ~~revenue~~“smaller inreporting ~~accordance with ASC 604~~company”, ~~“Revenue Recognition”.~~we ~~Revenue~~are ~~consists~~not ofrequired ~~streaming advertising services. Revenue is~~to ~~recognized~~provide ~~only when~~ the ~~price~~information isrequired ~~fixed~~by orthis ~~determinable, persuasive evidence of an arrangement exists, the service is performed, and collectibility is reasonably assured~~Item.

~~Impairment~~Item 7. Management’s Discussion and Analysis of ~~Long-lived~~Financial ~~Assets~~Condition and Results of Operations

InThe ~~accordance~~following ~~with~~discussion ~~ASC~~should ~~360,~~be ~~“Property,~~read ~~Plant, and Equipment”, we test long-lived assets or asset groups for recoverability when events or changes~~ in ~~circumstances~~conjunction ~~indicate~~with ~~that their carrying amount may not be~~our ~~recoverable.~~audited ~~Circumstances~~financial ~~which~~statements ~~could~~and ~~trigger~~the arelated ~~review~~notes ~~include,~~for ~~but are not limited to: significant decreases in~~ the ~~market~~years ~~price~~ended ofMarch ~~the asset; significant~~31, ~~adverse~~2012 ~~changes~~and inMarch ~~the~~31, ~~business~~2011 ~~climate~~that orappear ~~legal~~elsewhere ~~factors; accumulation of costs significantly~~ in ~~excess~~this ofannual ~~the~~report. ~~amount originally expected for the acquisition or~~The ~~construction~~following ofdiscussion ~~the~~contains ~~asset;~~forward-looking ~~current~~statements ~~period~~that ~~cash~~reflect ~~flow~~our ~~or operating losses combined~~plans, ~~with~~estimates aand ~~history~~beliefs. ofOur ~~losses~~actual orresults acould ~~forecast~~differ ofmaterially ~~continuing~~from ~~losses associated with the~~those ~~use~~discussed ofin the ~~asset;~~forward ~~and~~looking ~~current~~statements. ~~expectation~~Factors that ~~the~~could ~~asset~~cause ~~will more likely than not be sold~~ or ~~disposed significantly before the end of its estimated useful~~ ~~life.~~contribute ~~Recoverability~~to issuch ~~assessed~~differences ~~based~~include, onbut ~~the~~are ~~carrying~~not ~~amount~~limited ofto ~~the~~those ~~asset and~~discussed ~~its~~below ~~fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use~~ and ~~the~~elsewhere ~~eventual disposal~~in ofthis ~~the~~annual ~~asset~~report, asparticularly ~~well as specific appraisal~~ in ~~certain~~the ~~instances.~~section Anentitled ~~impairment~~"Risk ~~loss~~Factors" isbeginning ~~recognized~~on ~~when~~page ~~the~~9 ~~carrying~~of ~~amount~~this isannual ~~not recoverable and exceeds fair value~~report.

~~Recent~~Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting ~~Pronouncements~~Principles.

In January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements and Disclosures”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. The adoption of this standard on April 1, 2010, with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010, did not have a material effect on our company’s consolidated financial statements. The adoption of the remainder of the standard is not expected to have a material effect on our company’s consolidated financial statements.

~~Our~~Purchase ~~company~~of ~~has~~Significant ~~implemented~~Equipment all new accounting pronouncements that are in effect and that may impact our 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 our financial position or results of operations.

~~Item~~We 7Aintend to purchase approximately $495,000 worth of equipment for expansion of our operations over the next twelve months. ~~Quantitative~~We do not currently have the funds necessary to initiate this expansion and ~~Qualitative~~there ~~Disclosures~~can ~~About~~be ~~Market~~no ~~Risk~~assurance that we will be able to secure the required funding.

AsPersonnel aPlan ~~“smaller reporting company”, we are not required to provide the information required by this Item.~~

~~Item~~We 8do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officers or directors). ~~Financial~~We ~~Statements~~do and ~~Supplementary~~will continue ~~Data~~to outsource contract employment as needed.

14Results of Operations

~~CONVENIENCE~~For TVthe ~~INC.~~Year ~~(formerly~~Ending ~~Costa Rica Paradise Inc.) (A Development Stage Company)~~ March 31, ~~2011~~2012 ~~(Expressed~~and in2011 ~~US dollars)~~

	Index
		Year Ended
Report of Independent Registered Public Accounting Firm	F–1
		March 31,
Consolidated Balance Sheets	F–2
		2012			2011
Consolidated Statements of Operations	F–3
Revenue	$	6,628		$	Nil
Consolidated Statements of Stockholders’ Equity (Deficit)	F–4
Operating Expenses	$	206,739		$	436,035
Consolidated Statements of Cash Flows	F–5
Net Loss	$	(684,366	)	$	(450,906	)
Notes to the Consolidated Financial Statements	F–6

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Expenses

ToOur ~~the~~operating ~~Board~~expenses offor ~~Directors~~our ~~and~~years ~~Stockholders~~ended ofMarch ~~Convenience TV~~31, ~~Inc.~~2012 ~~(formerly~~and 2011 ~~Costa~~are ~~Rica~~outlined ~~Paradise~~in ~~Inc.)~~the (Atable ~~Development~~below: ~~Stage Company)~~

We have audited the accompanying balance sheets of Convenience TV Inc. (formerly Costa Rica Paradise Inc.) (A Development Stage Company) as of March 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and accumulated from March 31, 2008 (date of inception) to March 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

		Year Ended
		March 31,
		2012		2011
Amortization of property and equipment	$	36,835	$	51,938
Consulting fees	$	22,098	$	6,700
Foreign exchange loss (gain)	$	512	$	(2,705	)
Investor relations	$	Nil	$	112,840
Management fees	$	40,500	$	114,000
Network management	$	38,497	$	98,485
Office and general	$	3,129	$	10,758
Professional fees	$	47,881	$	34,844
Transfer agent and filing fees	$	17,067	$	8,788
Travel and promotion	$	220	$	387

WeOperating ~~conducted~~expenses ~~our~~for ~~audits~~year inended ~~accordance~~March ~~with~~31, ~~the~~2012 ~~standards~~decreased ~~of the~~by ~~Public~~111% ~~Company~~as ~~Accounting~~compared ~~Oversight Board (United States). Those standards require that we plan and perform the audit~~ to ~~obtain reasonable assurance about whether~~ the ~~financial~~comparative ~~statements~~period ~~are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures~~ in ~~the~~2011 ~~financial~~primarily statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a ~~basis~~result ~~for designing audit procedures that are appropriate in the circumstances, but not for the purpose~~ of ~~expressing an opinion on the~~a ~~effectiveness~~decrease ofin ~~internal~~investor ~~control over financial reporting. Accordingly~~relations, ~~we express~~management nofees ~~such opinion. An audit also includes assessing the accounting principles used~~ and ~~significant~~network ~~estimates made by~~ management~~, as well as evaluating the overall financial statement presentation~~. ~~We believe that our audits provide a reasonable basis for our opinion.~~

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and accumulated from March 31, 2008 (date of inception) to March 31, 2011, in conformity with accounting principles generally accepted in the United States.Revenue

~~The~~We ~~accompanying consolidated financial statements~~ have ~~been prepared~~earned ~~assuming~~revenues ~~the~~of ~~Company will continue as a going concern. As discussed in Note 1 to the financial statements~~$20,954 ~~the Company has a working capital deficit and has incurred operating losses~~ since our inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/~~Equity ~~SATURNA GROUP CHARTERED ACCOUNTANTS LLP~~Compensation

~~Saturna~~We ~~Group~~currently ~~Chartered~~do ~~Accountants~~not ~~LLP~~have any stock option or equity compensation plans or arrangements.

~~Vancouver,~~16 ~~Canada~~

~~June~~Liquidity ~~15,~~and ~~2011~~Financial Condition

F-1

Working Capital
	At	At
	March 31,	March 31,
	2012	2011
Current Assets	$ 19,552	$ 70,679
Current Liabilities	$ 370,967	$ 68,544
Working Capital (Deficit)	$ (351,415)	$ 2,135

CONVENIENCE TV INC. (formerly Costa Rica Paradise Inc.) (A Development Stage Company) Consolidated Balance Sheets (Expressed in US Dollars)

Cash Flows
	Year Ended	Year Ended
	March 31,	March 31,
	2012	2011
Net Cash used in Operating Activities	$ (116,127)	$ (308,876 )
Net Cash used in Investing Activities	$ Nil	$ 6,755
Net Cash Provided by Financing Activities	$ 65,000	$ 370,700
Increase (decrease) in Cash During the Period	$ (51,127)	$ 51,518

	March 31,		March 31,
	2011		2010
	$		$
ASSETS
Current Assets
Cash	51,518		–
Prepaid expenses	–		8,457
Due from Global Fusion Media Inc. (Note 4)	19,161		–
Total Current Assets	70,679		8,457
Property and equipment (Note 3)	37,140		89,078
Deferred financing costs (Note 5)	3,472		–
Total Assets	111,291		97,535
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	3,324		3,308
Accrued liabilities	2,155		1,137
Convertible debt, less unamortized discount of $34,435 (Note 5)	63,065		–
Due to Global Fusion Media Inc. (Note 4)	–		388,022
Total Liabilities	68,544		392,467
Nature of Operations and Continuance of Business (Note 1)
Subsequent Event (Note 9)
Stockholders’ Equity (Deficit)
Common Stock Authorized: 100,000,000 common shares, $0.00001 par value Issued and outstanding: 56,070,000 shares (2010 – 36,000,000)	561		1
Additional paid-in capital	788,025		–
Deficit accumulated during the development stage	(745,839	)	(294,933	)
Total Stockholders' Equity (Deficit)	42,747		(294,932	)
Total Liabilities and Stockholders' Equity (Deficit)	111,291		97,535

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

~~(The~~Specifically, ~~accompanying~~we ~~notes~~estimate ~~are~~our anoperating ~~integral~~expenses ~~part~~and ~~of these~~working ~~consolidated~~ capital ~~financial~~requirements ~~statements)~~for the next 12 months to be as follows:

F-2

Description	Estimated Completion Date	Estimated Expenses ($)
Legal and accounting fees	12 months	100,000
Marketing and advertising	12 months	17,600
Management and operating costs	12 months	452,920
Salaries and consulting fees	12 months	200,000
Fixed asset purchases	12 months	495,000
General and administrative expenses	12 months	75,000
Total		1,340,520

~~CONVENIENCE~~We TVintend ~~INC.~~to ~~(formerly~~meet ~~Costa~~our ~~Rica~~cash ~~Paradise~~requirements ~~Inc.)~~for (Athe ~~Development~~next ~~Stage~~12 ~~Company)~~months through ~~Consolidated~~a ~~Statements~~combination of ~~Operations~~debt ~~(Expressed~~financing and equity financing by way of private placements. We currently do not have any arrangements in USplace ~~Dollars)~~to complete any private placement financings and there is no assurance that we will be successful in completing any private placement financings. If we are not able to successfully complete any private placement financings, we plan to cooperate with film and television producers or obtain shareholder loans to meet our cash requirements. However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.

					Accumulated from
	Year		Year		March 31, 2008
	Ended		Ended		(date of inception) to
	March 31,		March 31,		March 31,
	2011		2010		2011
	$		$		$
Revenue	–		–		14,326
Expenses
Amortization of property and equipment	51,938		51,627		118,676
Consulting fees	6,700		6,500		13,200
Content services	–		–		6,470
Foreign exchange loss (gain)	(2,705	)	39,400		17,050
Investor relations	112,840		–		112,840
Management fees (Note 6)	114,000		–		236,305
Network management	98,485		5,000		144,245
Office and general	10,758		126		14,796
Professional fees	34,844		11,305		48,813
Transfer agent and filing fees	8,788		–		8,788
Travel and promotion	387		1,384		24,111
Total Operating Expenses	436,035		115,342		745,294
Loss from Operations	(436,035	)	(115,342	)	(745,294	)
Other Expense
Accretion of discounts on convertible debt	(10,688	)	–		(10,688	)
Amortization of deferred financing costs	(2,028	)	–		(2,028	)
Interest expense	(2,155	)	–		(2,155	)
Total Other Expense	(14,871	)	–		(14,871	)
Net Loss for the Period	(450,906	)	(115,342	)	(745,839	)
Net Loss Per Share – Basic and Diluted	(0.01	)	–
Weighted Average Shares Outstanding	50,200,438		36,000,000

Future Financings

~~(The~~We ~~accompanying~~will ~~notes~~require ~~are~~additional anfinancing ~~integral~~in ~~part~~order to enable us to proceed with our plan of ~~these~~operations, as discussed above, including approximately ~~consolidated~~$1,340,520 ~~financial~~over ~~statements)~~the next 12 months to pay for our ongoing expenses. These expenses include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

~~F-3~~17

~~CONVENIENCE~~We TVanticipate ~~INC~~continuing to rely on equity sales of our common stock in order to continue to fund our business operations. ~~(formerly~~Issuances ~~Costa~~of additional ~~Rica~~shares ~~Paradise~~will ~~Inc~~result in dilution to our existing stockholders.) (AThere ~~Development~~is no ~~Stage~~assurance ~~Company)~~that ~~Consolidated~~we ~~Statements~~will achieve any additional sales of ~~Stockholders’~~our ~~Equity~~equity ~~(Deficit)~~securities or ~~(Expressed~~arrange infor USdebt ~~Dollars)~~or other financing to fund our planned business activities.

					Deficit
					Accumulated
			Additional		During the
	Shares		Paid-in		Development
		Amount	Capital		Stage		Total
	#	$	$		$		$
Balance, March 31, 2008 (date of inception)	–	–	–		–		–
			-
Shares issued	36,000,000	360	(359	)	–		1
Net loss for the year	–	–	–		(179,591	)	(179,591	)
Balance, March 31, 2009	36,000,000	360	(359	)	(179,591	)	(179,590	)
Net loss for the year	–	–	–		(115,342	)	(115,342	)
Balance, March 31, 2010	36,000,000	360	(359	)	(294,933	)	(294,932	)
May 5, 2010 – recapitalization transactions
Shares of Convenience TV Inc., net of shares cancelled	17,700,000	177	(10,615	)	–		(10,438	)
Forgiveness of related party debt	–	–	385,198		–		385,198
Shares issued per private placements	1,770,000	18	278,682		–		278,700
Shares issued per investor relations agreement	600,000	6	89,994		–		90,000
Fair value of beneficial conversion feature	–	–	45,125		–		45,125
Net loss for the year	–	–	–		(450,906	)	(450,906	)
Balance, March 31, 2011	56,070,000	561	788,025		(745,839	)	42,747

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.

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

~~F-4~~As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

~~CONVENIENCE~~Going ~~TV INC. (formerly Costa Rica Paradise Inc.) (A Development Stage Company) Consolidated Statements of Cash Flows (Expressed in US Dollars)~~Concern

					Accumulated from
	Year		Year		March 31, 2008
	Ended		Ended		(date of inception) to
	March 31,		March 31,		March 31,
	2011		2010		2011
	$		$		$
Operating Activities
Net loss	(450,906	)	(115,342	)	(745,839	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of property and equipment	51,938		51,627		118,676
Amortization of deferred financing costs	2,028		–		2,028
Accretion of discounts on convertible debt	10,688		–		10,688
Shares issued for investor relations services	90,000		–		90,000
Changes in operating assets and liabilities:
Due from related party	(19,161	)	–		(19,161	)
Prepaid expenses	8,457		–		–
Accounts payable	(2,938	)	(4,167	)	370
Accrued liabilities	1,018		–		2,155
Net Cash Used In Operating Activities	(308,876	)	(68,642	)	(541,083	)
Investing Activities
Acquisition of property and equipment	–		(8,005	)	(155,816	)
Net cash acquired on acquisition of subsidiary	6,755		–		6,755
Net Cash Provided By (Used In) Investing Activities	6,755		(8,005	)	(149,061	)
Financing Activities
Advances from Global Fusion Media Inc.	–		76,647		348,482
Proceeds from convertible debt	97,500		–		97,500
Deferred financing costs	(5,500	)	–		(5,500	)
Proceeds from issuance of common stock	278,700		–		278,701
Net Cash Provided by Financing Activities	370,700		76,647		719,183
Effect of Exchange Rate Changes on Cash	(17,061	)	–		22,479
Change in Cash	51,518		–		51,518
Cash, Beginning of Period	–		–		–
Cash, End of Period	51,518		–		51,518
Supplemental Disclosures:
Interest paid	–		–		–
Income taxes paid	–		–		–

We generated minimal revenues since inception and are dependent upon obtaining outside financing to carry out our operations and pursue our pharmaceutical research and development activities. If we are unable to generate future cash flows, raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

~~(The~~If ~~accompanying~~our ~~notes~~operations ~~are~~and cash flow improve, management believes that we can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or an ~~integral~~improvement ~~part~~in our liquidity situation. The threat of ~~these~~our ability to continue as a going ~~consolidated~~concern ~~financial~~will ~~statements)~~cease to exist only when our revenues have reached a level able to sustain our business operations.

FOff-5Balance Sheet Arrangements

~~CONVENIENCE~~We TVhave ~~INC.~~no ~~(formerly~~off-balance ~~Costa~~sheet ~~Rica~~arrangements ~~Paradise~~that ~~Inc.)~~have (Aor ~~Development~~are reasonably ~~Stage~~likely ~~Company)~~to ~~Notes~~have toa ~~the~~current ~~Consolidated~~or ~~Financial~~future ~~Statements~~effect ~~March~~on ~~31,~~our ~~2011~~financial ~~(Expressed~~condition, changes in USfinancial ~~dollars)~~condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

1.	Nature of Operations and Continuance of Business
	Convenience TV Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 8, 2008. On April 24, 2010, the Company changed its name from Costa Rica Paradise Inc. to Convenience TV Inc. The Company’s prior business was real estate investment consulting with respect to properties located in Costa Rica. Upon completion of an acquisition agreement with Global Fusion Media Inc. (“Global Fusion”), as described below, the Company adopted the business of C-Store Network, LLC (“C-Store”). The Company is a development stage company, as defined by Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 915, “Development Stage Entities” and is now engaged in the business of providing advertising services through a network of in-location televisions installed at various convenience store locations.
	On May 5, 2010, the Company closed an acquisition agreement with Global Fusion in which the Company acquired C-Store, a private company fully owned by Global Fusion, in exchange for the issuance of 36,000,000 shares of common stock to Global Fusion. Refer to Note 4.
	These financial statements have been prepared on a going concern basis, which implies that 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 March 31, 2011, the Company has not generated sustained revenue and has an accumulated deficit of $745,839 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.
2.	Summary of Significant Accounting Principles
	Basis of Presentation
	These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted. The Company’s fiscal year end is March 31.
	Cash and Cash Equivalents
	The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
	Use of Estimates
	The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of convertible debt, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	Property and Equipment
	Property and equipment, consisting primarily of computer and equipment, is stated at cost and is amortized using the straight-line method over their estimated lives of three years.

Critical Accounting Policies

~~F-6~~The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

~~CONVENIENCE~~Use TVof ~~INC.~~Estimates ~~(formerly Costa Rica Paradise Inc.) (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2011 (Expressed in US dollars)~~

2The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Summary~~Our company regularly evaluates estimates and assumptions related to the useful life and recoverability of ~~Significant~~long-lived ~~Accounting~~assets, ~~Principles~~fair ~~(continued)~~value of convertible debt, fair value of derivative liabilities, and deferred income tax asset valuation allowances. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~Impairment~~18 ~~of Long-lived Assets~~

InImpairment ~~accordance~~of ~~with ASC 360, “Property, Plant, and Equipment”, the Company tests long~~Long-lived ~~assets~~Assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~Foreign~~In ~~Currency~~accordance ~~Translation~~with ASC 360, “Property, Plant, and Equipment”, our company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~The~~Revenue ~~Company’s~~Recognition functional currency and its reporting currency is the United States dollar and foreign currency transactions are primarily undertaken in Canadian dollars. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Our company recognizes revenue in accordance with ASC 605, “Revenue Recognition”. Revenue consists of streaming advertising services. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured.

~~The~~Recent ~~Company~~Accounting ~~recognizes~~Pronouncements revenue in accordance with ASC 605, “Revenue Recognition”. Revenue consists of streaming advertising services. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured.

~~Loss~~Our ~~Per~~company ~~Share~~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.

~~The~~Item Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement7A. ~~Basic~~Quantitative EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and ~~convertible~~Qualitative ~~preferred~~Disclosures ~~stock~~About ~~using~~Market the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutiveRisk

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

~~The~~Item ~~Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”~~8. ~~The~~ ~~asset~~Financial ~~and~~Statements ~~liability method provides that deferred tax assets~~ and ~~liabilities are~~Supplementary recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of March 31, 2011 and 2010, the Company did not have any amounts recorded pertaining to uncertain tax positions.Data

~~The~~19 Company files federal, state and local income tax returns in the US, as applicable. For US income tax returns, the open taxation years range from 2008 to 2010. In certain circumstances, the US federal statute of limitations can reach beyond the standard three year period. US state statutes of limitations for income tax assessment vary from state to state. Tax authorities of the US have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.

~~The~~CONVENIENCE ~~Company~~TV ~~recognizes~~INC. ~~interest and~~(A ~~penalties~~Development ~~related~~Stage toCompany) ~~uncertain tax positions in tax expense. During the years ended~~ March 31, ~~2011~~2012 ~~and~~(Expressed ~~2010,~~in ~~there~~US ~~were~~dollars) ~~no charges for interest or penalties.~~

F-7

	Index
Report of Independent Registered Public Accounting Firm	F–1
Consolidated Balance Sheets	F–2
Consolidated Statements of Operations	F–3
Consolidated Statements of Stockholders’ Equity (Deficit)	F–4
Consolidated Statements of Cash Flows	F–5
Notes to the Consolidated Financial Statements	F–6

~~CONVENIENCE~~Report TVof ~~INC.~~Independent ~~(formerly~~Registered ~~Costa~~Public ~~Rica~~Accounting ~~Paradise Inc.) (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2011 (Expressed in US dollars)~~Firm

2.	Summary of Significant Accounting Principles (continued)
	Comprehensive Loss
	ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2011 and 2010, the Company had no items representing comprehensive income or loss.
	Financial Instruments and Fair Value Measures
	ASC 820, “Fair Value Measurements and Disclosures” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

To the Board of Directors and Stockholders of
Convenience TV Inc. (A Development Stage Company)

~~Level~~We 1have audited the accompanying consolidated balance sheets of Convenience TV Inc. (A Development Stage Company) as of March 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and accumulated from March 31, 2008 (date of inception) to March 31, 2012. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Level~~We 1conducted ~~applies~~our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to ~~assets~~obtain orreasonable assurance about ~~liabilities~~whether ~~for~~the ~~which~~financial ~~there~~statements are ~~quoted~~free ~~prices~~of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in ~~active~~the ~~markets~~financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for ~~identical~~designing audit procedures that are appropriate in the ~~assets~~circumstances, orbut ~~liabilities~~not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~Level~~In 2our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended and accumulated from March 31, 2008 (date of inception) to March 31, 2012, in conformity with accounting principles generally accepted in the United States.

~~Level~~The 2accompanying ~~applies~~consolidated tofinancial ~~assets~~statements orhave been ~~liabilities~~prepared ~~for~~assuming ~~which~~the ~~there~~Company ~~are~~will ~~inputs~~continue ~~other~~as ~~than~~a ~~quoted~~going ~~prices~~concern. ~~that~~As ~~are~~discussed in ~~observable~~Note ~~for~~1 to the ~~asset~~financial orstatements, ~~liability~~the ~~such~~Company ashas ~~quoted~~a ~~prices~~working ~~for~~capital ~~similar~~deficit and ~~assets~~has incurred operating losses since inception. These factors raise orsubstantial ~~liabilities~~doubt inabout ~~active~~the ~~markets;~~Company’s ~~quoted~~ability ~~prices~~to ~~for~~continue ~~identical~~as ~~assets~~a orgoing concern. ~~liabilities~~Management’s plans in ~~markets~~regard ~~with~~to ~~insufficient~~these ~~volume~~matters orare ~~infrequent~~also ~~transactions~~discussed ~~(less active~~in ~~markets);~~Note or1 ~~model-derived~~to the ~~valuations~~financial instatements. ~~which~~The ~~significant~~financial ~~inputs~~statements ~~are observable~~do ornot ~~can~~include beany adjustments ~~derived~~that ~~principally~~might result from, orthe ~~corroborated~~outcome ~~by,~~of ~~observable market~~this ~~data~~uncertainty.

~~Level~~ /s/ 3SATURNA GROUP CHARTERED ACCOUNTANTS LLP

~~Level~~ Saturna 3Group ~~applies~~Chartered toAccountants ~~assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.~~LLP

~~The Company’s financial instruments consist principally of cash~~ Vancouver, ~~accounts~~Canada payable, accrued liabilities, amounts due to/from related party, and convertible debt. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

~~Recent~~July ~~Accounting Pronouncements~~12, 2012

In January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements and Disclosures”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level F-1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. The adoption of this standard on April 1, 2010, with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010, did not have a material effect on the Company’s consolidated financial statements. The adoption of the remainder of the standard is not expected to have a material effect on the Company’s consolidated financial statements.

~~The~~CONVENIENCE ~~Company~~TV ~~has~~INC. ~~implemented all new~~(A ~~accounting~~Development ~~pronouncements~~Stage ~~that~~Company) ~~are~~Consolidated inBalance ~~effect~~Sheets ~~and~~(Expressed ~~that~~in ~~may impact its financial~~US ~~statements~~Dollars) ~~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.~~

F-8

	March 31,		March 31,
	2012		2011
	$		$

ASSETS
Current Assets
Cash	391		51,518
Due from Global Fusion Media Inc. (Note 7)	19,161		19,161
Total Current Assets	19,552		70,679
Property and equipment (Note 3)	305		37,140
Deferred financing costs (Note 5(f))	1,236		3,472
Total Assets	21,093		111,291

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	38,718		3,324
Accrued liabilities	7,382		2,155
Convertible debt, less unamortized discount of $40,691 (2011 - $34,435) (Note 5)	71,809		63,065
Derivative liabilities (Note 6)	250,558		–
Due to related party (Note 7)	2,500		–
Total Liabilities	370,967		68,544

Nature of Operations and Continuance of Business (Note 1)
Subsequent Events (Note 11)

Stockholders’ Equity (Deficit)
Preferred Stock
Authorized: 100,000,000 preferred shares, $0.00001 par value Issued and outstanding: no shares	–		–
Common Stock
Authorized: 600,000,000 common shares, $0.00001 par value Issued and outstanding: 121,064,350 shares (2011 – 56,070,000)	1,211		561
Additional paid-in capital	1,079,120		788,025
Deficit accumulated during the development stage	(1,430,205	)	(745,839	)
Total Stockholders' Equity (Deficit)	(349,874	)	42,747
Total Liabilities and Stockholders' Equity (Deficit)	21,093		111,291

~~CONVENIENCE TV INC.~~ (~~formerly~~The ~~Costa~~accompanying ~~Rica~~notes ~~Paradise~~are ~~Inc.)~~an (Aintegral ~~Development~~part ~~Stage~~of ~~Company)~~these consolidated ~~Notes~~financial ~~to the Consolidated Financial Statements March 31, 2011 (Expressed in US dollars~~statements)

3.F-2 ~~Property and Equipment~~

			2011	2010
		Accumulated	Net Carrying	Net Carrying
	Cost	Amortization	Value	Value
	$	$	$	$
Computer equipment	16,147	14,630	1,517	6,899
Equipment	139,669	104,046	35,623	82,179
	155,816	118,676	37,140	89,078

CONVENIENCE TV INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars)

4.	Acquisition of C-Store Network, LLC
						Accumulated from
	On April 1, 2010, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Global Fusion Media Inc. ("Global Fusion"), a company incorporated under the laws of British Columbia, Canada. The Company agreed to acquire 100% of C-Store Network, LLC ("C-Store") from Global Fusion in exchange for 36,000,000 shares of common stock (the "Acquisition"). On May 5, 2010 the transactions contemplated by the Acquisition Agreement closed. C-Store is a media and advertising company which focuses on direct advertising to customers in convenience stores through North America.
		Year		Year		March 31, 2008 (date
	Global Fusion held 67% of the total issued and outstanding common shares of the Company immediately following the Acquisition. The Acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, which is outside the scope ASC 805, “Business Combinations”. Under recapitalization accounting, C-Store is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of the business of C-Store since inception.
		Ended		Ended		of inception) to
5.	Convertible Debt
		March 31,		March 31,		March 31,
	(a)	On December 3, 2010, the Company issued a $55,000 convertible note which bears interest at 8% per annum and matures on September 3, 2011. The note is not convertible until 180 days after the date of issuance and, thereafter, is convertible into shares of common stock on or after June 1, 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. 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.
		2012		2011		2012
		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 $16,019 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 $55,000. As at March 31, 2011, $6,037 had been accreted increasing the carrying value of the convertible note to $45,018.
		$		$		$
	(b)	On January 14, 2011, the Company issued a $42,500 convertible note which bears interest at 8% per annum and matures on October 18, 2011. The note is not convertible until 180 days after the date of issuance and, thereafter, is convertible into shares of common stock on or after 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. 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.
Revenue		6,628		–		20,954
		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. The Company records accretion expense over the term of the convertible note up to its face value of $42,500. As at March 31, 2011, $4,652 had been accreted increasing the carrying value of the convertible note to $18,047.
Operating expenses
Amortization of property and equipment		36,835		51,938		155,511
Consulting fees		22,098		6,700		35,298
Content services		–		–		6,470
Foreign exchange loss (gain)		512		(2,705	)	17,562
Investor relations		–		112,840		112,840
Management fees (Note 7)		40,500		114,000		276,805
Network management		38,497		98,485		182,742
Office and general		3,129		10,758		17,925
Professional fees		47,881		34,844		96,694
Transfer agent and filing fees		17,067		8,788		25,855
Travel and promotion		220		387		24,331
Total Operating Expenses		206,739		436,035		952,033
Loss from Operations		(200,111	)	(436,035	)	(931,079	)
Other Expenses
Accretion of discounts on convertible debt		(118,749	)	(10,688	)	(129,437	)
Amortization of deferred financing costs		(7,236	)	(2,028	)	(9,264	)
Interest expense		(7,770	)	(2,155	)	(9,925	)
Loss on change in fair value of derivative liabilities		(315,629	)	–		(315,629	)
Loss on extinguishment of debt		(34,871	)	–		(34,871	)
Total Other Expenses		(484,255	)	(14,871	)	(499,126	)
Net Loss for the Period		(684,366	)	(450,906	)	(1,430,205	)
Net Loss Per Share, Basic and Diluted		(0.01	)	(0.01	)
Weighted Average Shares Outstanding		77,974,000		50,200,438

(The ~~Company~~accompanying ~~paid~~notes ~~$5,500~~are inan ~~financing costs~~integral ~~relating~~part toof ~~this convertible debt. As at March 31, 2011, the Company had~~these ~~deferred~~consolidated ~~financing~~financial ~~costs~~statements) ~~of $3,472.~~

F-93

CONVENIENCE TV INC. (~~formerly Costa Rica Paradise Inc.) (~~A Development Stage Company) ~~Notes to the~~ Consolidated ~~Financial~~ Statements ~~March~~of ~~31,~~Stockholders’ ~~2011~~Equity (Deficit) (Expressed in US ~~dollars~~Dollars)

6.	Related Party Transactions
						Deficit
	(a)	As at March 31, 2010, C-Store owed $178,127 and $209,895 (Cdn$213,212) to Global Fusion for expenditures paid on behalf of C-Store. These amounts were unsecured, non-interest bearing and due on demand. On May 5, 2010, concurrently with the closing of the Acquisition as described in Note 4, Global provided a release and debt cancellation to eliminate all debt owed by C-Store to Global. As Global was the sole owner of C-Store prior to the closing of the Acquisition, $385,198 was recorded as additional paid-in capital.
						Accumulated
	(b)	As at March 31, 2011, the Company is owed $19,161 (2010 – $nil) from Global Fusion for expenditures paid. This amount is unsecured, non-interest bearing and due on demand.
				Additional		During the
	(c)	During the year ended March 31, 2011, the Company paid $57,000 (2010 - $nil) in management fees to a company controlled by the President of the Company.
		Shares		Paid-in		Development
	(d)	During the year ended March 31, 2011, the Company paid $57,000 (2010 - $nil) in management fees to the Chief Financial Officer of the Company.
			Amount	Capital		Stage		Total
7.	Common Stock
		#	$	$		$		$
	(a)	On May 4, 2010, the Company effected a one for seven forward stock split of the issued and outstanding shares of common stock. All share amounts of the Company have been retroactively adjusted for all periods presented.
Balance, March 31, 2008 (date of inception)		–	–	–		–		–
	(b)	On May 5, 2010, 27,800,000 shares of common stock held by the former President of the Company were returned and cancelled for no consideration.
Shares issued		36,000,000	360	(359	)	–		1
	(c)	On May 5, 2010, the Company issued 36,000,000 shares of common stock for the acquisition of C-Store. Refer to Note 4.
Net loss for the year		–	–	–		(179,591	)	(179,591	)
	(d)	On July 1, 2010, the Company issued 520,000 shares of common stock at $0.055 per share for proceeds of $28,700.
Balance, March 31, 2009		36,000,000	360	(359	)	(179,591	)	(179,590	)
	(e)	On July 22, 2010, the Company issued 1,250,000 shares of common stock at $0.20 per share for proceeds of $250,000.
Net loss for the year		–	–	–		(115,342	)	(115,342	)
	(f)	On August 3, 2010, the Company issued 600,000 shares of common stock with a fair value of $90,000 pursuant to an investor relations agreement entered into on August 1, 2010. Refer to Note 8.
Balance, March 31, 2010		36,000,000	360	(359	)	(294,933	)	(294,932	)
8.	Income Taxes
May 5, 2010 – recapitalization transactions
Shares of Convenience TV Inc., net of shares cancelled		17,700,000	177	(10,615	)	–		(10,438	)
Forgiveness of related party debt		–	–	385,198		–		385,198
Shares issued per private placements		1,770,000	18	278,682		–		278,700
Shares issued per investor relations agreement		600,000	6	89,994		–		90,000
Fair value of beneficial conversion feature		–	–	45,125		–		45,125
Net loss for the year		–	–	–		(450,906	)	(450,906	)
Balance, March 31, 2011		56,070,000	561	788,025		(745,839	)	42,747
Fair value of beneficial conversion feature
recorded upon issuance of convertible debt		–	–	70,000		–		70,000
Fair value of derivative liability portion of convertible debenture		–	–	(37,500	)	–		(37,500	)
Shares issued for conversion of debt and accrued interest		64,994,350	650	56,550		–		57,200
Fair value of beneficial conversion features recorded upon conversion of debt.		–	–	192,447		–		192,447
Stock-based compensation		–	–	9,598		–		9,598
Net loss for the year		–	–	–		(684,366	)	(684,366	)
Balance, March 31, 2012		121,064,350	1,211	1,079,120		(1,430,205	)	(349,874	)

(The ~~Company~~accompanying isnotes ~~subject~~are ~~to United States federal and state income taxes at~~ an ~~approximate~~integral ~~rate~~part of ~~35%~~these consolidated ~~(2010~~financial ~~– 35%~~statements). ~~The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax recovery as reported is as follows:~~

	2011		2010
	$		$
Income tax recovery computed at the statutory rate	(164,024	)	(3,995	)
Change in valuation allowance	164,024		3,995
Income tax provision	–		–

F-4

~~Deferred~~CONVENIENCE ~~income~~TV ~~taxes~~INC. ~~reflect the net~~(A ~~tax~~Development ~~effects~~Stage ofCompany) ~~temporary~~Consolidated ~~differences~~Statements ~~between the carrying amounts~~ of ~~assets~~Cash ~~and~~Flows ~~liabilities~~(Expressed ~~for~~in ~~financial~~US ~~reporting~~Dollars) ~~purposes and the amounts used for income tax purposes. Deferred income taxes arise from components of deferred income tax assets and liabilities at March 31, 2011 and 2010 are as follows:~~

			2011			2010
								Accumulated from
			$			$
		Year			Year			March 31, 2008 (date
	Deferred income tax assets
		Ended			Ended			of inception) to
	Net operating losses carried forward		179,758			15,734
		March 31,			March 31,			March 31,
	Valuation allowance		(179,758	)		(15,734	)
		2012			2011			2012
	Net deferred income tax assets		–			–
		$			$			$
Operating Activities
Net loss		(684,366	)		(450,906	)		(1,430,205	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Accretion of discounts on convertible debt		118,749			10,688			129,437
Amortization of property and equipment		36,835			51,938			155,511
Amortization of deferred financing costs		7,236			2,028			9,264
Loss on change in fair value of derivative liabilities		315,629			–			315,629
Loss on extinguishment of debt		34,871			–			34,871
Stock-based compensation		9,598			90,000			99,598
Changes in operating assets and liabilities:
Due from related party		2,500			(19,161	)		(16,661	)
Prepaid expenses		–			8,457			–
Accounts payable		35,394			(2,938	)		35,764
Accrued liabilities		7,427			1,018			9,582
Net Cash Used In Operating Activities		(116,127	)		(308,876	)		(657,210	)
Investing Activities
Acquisition of property and equipment		–			–			(155,816	)
Net cash acquired on acquisition of subsidiary		–			6,755			6,755
Net Cash Provided By (Used In) Investing Activities		–			6,755			(149,061	)
Financing Activities
Advances from related party		–			–			348,482
Proceeds from convertible debt		70,000			97,500			167,500
Deferred financing costs		(5,000	)		(5,500	)		(10,500	)
Proceeds from issuance of common stock		–			278,700			278,701
Net Cash Provided By Financing Activities		65,000			370,700			784,183
Effect of Exchange Rate Changes on Cash		–			(17,061	)		22,479
Change in Cash		(51,127	)		51,518			391
Cash, Beginning of Period		51,518			–			–
Cash, End of Period		391			51,518			391
Non-cash Investing and Financing Activities:
Share issued upon conversion of debt		55,000			–			55,000
Fair value of beneficial conversion options upon conversion of
debt recorded as additional paid-in capital		194,647			–			194,647
Fair value of beneficial conversion options of convertible debt		22,500			–			67,625
Supplemental Disclosures:
Interest paid		–			–			–
Income taxes paid		–			–			–

(The ~~Company~~accompanying ~~has~~notes ~~net~~are ~~operating~~an ~~losses carried~~integral ~~forward~~part of ~~$513,594 available to offset taxable income in future years~~these ~~which~~consolidated ~~expires~~financial instatements) ~~fiscal 2030.~~

F-105

CONVENIENCE TV INC. (~~formerly Costa Rica Paradise Inc.) (~~A Development Stage Company) Notes to the Consolidated Financial Statements March 31, ~~2011~~2012 (Expressed in US dollars)

9. Subsequent Event On June 10, 2011, the Company issued 1,690,141 shares of common stock pursuant to the conversion of $12,000 of the convertible note described in Note 5(a).

1.	Nature of Operations and Continuance of Business

	Convenience TV Inc. (the “Company”) was incorporated under the laws of the State of Nevada on December 8, 2008. On April 24, 2010, the Company changed its name from Costa Rica Paradise Inc. to Convenience TV Inc. The Company’s prior business was real estate investment consulting with respect to properties located in Costa Rica. Upon completion of an acquisition agreement with Global Fusion Media Inc. (“Global Fusion”), as described below, the Company adopted the business of C-Store Network, LLC (“C-Store”). The Company is a development stage company, as defined by Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 915, “Development Stage Entities” and is now engaged in the business of providing advertising services through a network of in-location televisions installed at various convenience store locations.

	On May 5, 2010, the Company closed an acquisition agreement with Global Fusion in which the Company acquired C-Store, a private company fully owned by Global Fusion, in exchange for the issuance of 36,000,000 shares of common stock to Global Fusion. Refer to Note 4.

	These financial statements have been prepared on a going concern basis, which implies that 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 March 31, 2012, the Company has not generated significant revenue, has a working capital deficit of $351,415, and has an accumulated deficit of $1,430,205 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.

2.	Summary of Significant Accounting Principles

	Basis of Presentation

	These financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in US dollars, unless otherwise noted. The Company’s fiscal year end is March 31.

	Cash and Cash Equivalents

	The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

	Use of Estimates

	The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the useful life and recoverability of long-lived assets, fair value of convertible debt, fair value of derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

	Property and Equipment

	Property and equipment, consisting primarily of computer and equipment, is stated at cost and is amortized using the straight-line method over their estimated lives of three years.

F-116

~~Item~~CONVENIENCE 9TV INC. ~~Changes~~(A Development inStage ~~and~~Company) ~~Disagreements~~Notes ~~With~~to ~~Accountants~~the onConsolidated ~~Accounting~~Financial ~~and~~Statements March ~~Financial~~31, ~~Disclosure~~2012 (Expressed in US dollars)

There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.

2.	Summary of Significant Accounting Principles (continued)

	Impairment of Long-lived Assets

	In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	Foreign Currency Translation

	The Company’s functional currency and reporting currency is the United States dollar and foreign currency transactions are primarily undertaken in Canadian dollars. Monetary balance sheet items expressed in foreign currencies are translated into US dollars at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at average rates for the period. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

	Revenue Recognition

	The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition”. Revenue consists of streaming advertising services. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured.

	Loss Per Share

	The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive

	Income Taxes

	The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of March 31, 2012 and 2011, the Company did not have any amounts recorded pertaining to uncertain tax positions.

	The Company files federal, state and local income tax returns in the US, as applicable. For US income tax returns, the open taxation years range from 2008 to 2011. In certain circumstances, the US federal statute of limitations can reach beyond the standard three year period. US state statutes of limitations for income tax assessment vary from state to state. Tax authorities of the US have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above.

	The Company recognizes interest and penalties related to uncertain tax positions in tax expense. During the years ended March 31, 2012 and 2011, there were no charges for interest or penalties.

~~Item~~F-7 ~~9A. Controls and Procedures~~

~~Our~~CONVENIENCE ~~management,~~TV ~~with~~INC. ~~the participation of our principal executive officer~~ (~~CEO) and principal financial officer (CFO), evaluated the~~A ~~effectiveness~~Development ofStage ~~our disclosure controls and procedures (as defined in Rules 13a-15(e~~Company) ~~and~~Notes ~~15d-15(e)~~to ~~promulgated under~~ the ~~Securities~~Consolidated ~~Exchange~~Financial ~~Act of 1934,~~Statements asMarch ~~amended ( the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation~~31, ~~the~~2012 CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i)Expressed ~~recorded, processed, summarized and reported, within the time periods specified~~ in ~~the~~US ~~SEC’s rules and forms and (ii~~dollars) accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.

Management’s Annual Report on Internal Control over Financial Reporting.

2.	Summary of Significant Accounting Principles (continued)

	Comprehensive Loss

	ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2012 and 2011, the Company had no items representing comprehensive income or loss.

	Financial Instruments and Fair Value Measures

	ASC 820, “Fair Value Measurements and Disclosures” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~Our~~Level ~~management~~1 is responsible for establishing and maintaining adequate internal control over financial reporting. Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

ALevel ~~material~~1 ~~weakness~~applies isto aassets ~~deficiency,~~ or ~~combination of~~ ~~deficiencies,~~liabilities infor ~~internal~~which ~~control over financial reporting, such that~~ there isare ~~a reasonable~~quoted ~~possibility~~prices ~~that~~in aactive ~~material~~markets ~~misstatement~~for ~~of the Company’s annual or~~identical ~~interim~~assets ~~financial statements will not be prevented~~ or ~~detected on a timely basis~~liabilities. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2011, the Company determined that there were control deficiencies that constituted material weaknesses, as described below:

1.Level We do not employ an independent audit committee - While not being legally obligated to have an independent audit committee, it is our company's Management view that such a committee, including a financial expert member, is an utmost important entity-level control over our company's financial statements. Currently the Board of Directors consists of a two members who are not independent of management and lack sufficient financial expertise for overseeing financial reporting responsibilities. As a result, an effective independent audit committee cannot be established until the number of directors is increased and qualified members are appointed. 2. ~~We did not maintain proper segregation of duties consistent with control objectives. 3. Ineffective controls over period end financial disclosures and reporting processes.~~

~~Accordingly,~~Level ~~our~~2 ~~company~~applies ~~concluded~~to assets or liabilities for which there are inputs other than quoted prices that ~~these~~are observable ~~control~~for the asset or liability such as quoted prices for similar assets ~~deficiencies~~or ~~resulted~~liabilities in aactive ~~reasonable~~markets; ~~possibility~~quoted ~~that~~prices afor ~~material~~identical ~~misstatement~~assets or ofliabilities ~~the~~in ~~annual~~markets orwith ~~interim~~insufficient ~~financial~~volume ~~statements~~or ~~will~~infrequent ~~not~~transactions be(less active ~~prevented~~markets); or ~~detected~~model-derived valuations in which significant inputs are onobservable aor ~~timely~~can ~~basis~~be byderived ~~our~~principally ~~company's~~from, ~~internal~~or ~~controls~~corroborated by, observable market data.

~~Saturna~~Level ~~Group~~3 Chartered Accountants LLP, our independent registered public auditors, was not required to and has not issued an attestation report concerning the effectiveness of our internal control over financial reporting as of March 31, 2011 pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

16Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Changes in Internal Controls.

	The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, amount due from Global Fusion Media Inc., due to related party, convertible debt and derivative liabilities. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

	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.

3.	Property and Equipment

During the period ended March 31, 2011, 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.

			2012	2011
		Accumulated	Net Carrying	Net Carrying
	Cost	Amortization	Value	Value
	$	$	$	$

Computer equipment	16,147	16,147	–	1,517
Equipment	139,669	139,364	305	35,623

	155,816	155,511	305	37,140

~~Item~~F-8 ~~9B. Other Information~~

InCONVENIENCE ~~connection~~TV ~~with~~INC. ~~the closing of the share exchange, on May 5,~~(A ~~2010~~Development weStage ~~changed~~Company) ~~our~~Notes ~~fiscal year end~~ to ~~March~~the ~~31.~~Consolidated ~~The~~Financial ~~acquisition of C-Store is~~Statements ~~deemed~~March ~~to be a reverse acquisition for accounting purposes~~31, ~~with~~2012 ~~C-Store,~~(Expressed ~~the acquired~~in ~~entity,~~US ~~regarded~~dollars) ~~as the predecessor entity as of May 5, 2010.~~

PART III

4.	Acquisition of C-Store Network, LLC

	On April 1, 2010, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Global Fusion Media Inc. ("Global Fusion"), a company incorporated under the laws of British Columbia, Canada. The Company agreed to acquire 100% of C-Store Network, LLC ("C-Store") from Global Fusion in exchange for 36,000,000 shares of common stock (the "Acquisition"). On May 5, 2010 the transactions contemplated by the Acquisition Agreement closed. C-Store is a media and advertising company which focuses on direct advertising to customers in convenience stores through North America.

	Global Fusion held 67% of the total issued and outstanding common shares of the Company immediately following the Acquisition. The Acquisition was a capital transaction in substance and therefore has been accounted for as a recapitalization, which is outside the scope ASC 805, “Business Combinations”. Under recapitalization accounting, C-Store is considered the acquirer for accounting and financial reporting purposes, and acquired the assets and assumed the liabilities of the Company. Assets acquired and liabilities assumed are reported at their historical amounts. These consolidated financial statements include the accounts of the Company since the effective date of the recapitalization and the historical accounts of the business of C-Store since inception.

5.	Convertible Debt

	(a)	On December 3, 2010, the Company issued a $55,000 convertible note which bears interest at 8% per annum and matured on September 3, 2011. The note is convertible into shares of common stock 180 days after the date of issuance (June 1, 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.

		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 $16,019 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. On June 1, 2011, the Company recorded a derivative liability of $89,014 and a further discount of $38,981 which has charged to operations over the term of the convertible note. During the year ended March 31, 2012, the Company issued 64,994,350 shares of common stock pursuant to the conversion of $55,000 and accrued interest of $2,200. The fair value of the conversion option derivative liability related to this converted amount of $192,447 was recorded as additional paid-in capital. During the year ended March 31, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $145,073. As at March 31, 2012, the convertible note had been fully converted.

	(b)	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.

		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 March 31, 2012, $42,500 had been accreted increasing the carrying value of the convertible note to $42,500. During the year ended March 31, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $104,897 and as of March 31, 2012, the fair value of the conversion option derivative liability was $147,399.

~~Item~~F-9 ~~10. Directors, Executive Officers and Corporate Governance~~

~~All~~CONVENIENCE ~~directors~~TV ~~of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified~~INC. ~~The officers of our company are appointed by our board of directors~~(A ~~and~~Development ~~hold~~Stage ~~office~~Company) ~~until~~Notes ~~their~~to ~~death,~~the ~~resignation~~Consolidated orFinancial ~~removal from office. Our~~Statements ~~directors~~March ~~and executive officers~~31, ~~their~~2012 ~~ages,~~(Expressed ~~positions~~in ~~held,~~US ~~and~~dollars) ~~duration as such, are as follows:~~

Name	Position Held with the Company	Age	Date First Elected or Appointed
5.	Convertible Debt (continued)
Norman Knowles	President, Chief Executive Officer and Director	56	April 9, 2010
	(c)	On July 26, 2011, the Company issued a $37,500 convertible note which bears interest at 8% per annum and matures 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.
Greg Trevor	Chief Financial Officer, Treasurer, Secretary and Director	64	April 9, 2010
		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 March 31, 2012, the Company recorded $22,198 of accretion expense related to the modified convertible note increasing the carrying value of the convertible note to $22,198.
		On January 22, 2012, the Company recorded a derivative liability of $37,500. During the year ended March 31, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $65,659 and as of March 31, 2012, the fair value of the conversion option derivative liability was $103,159.
	(d)	On October 12, 2011, the Company issued a $32,500 convertible note which bears interest at 8% per annum and matures 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 March 31, 2012, $7,111 had been accreted increasing the carrying value of the convertible note to $7,111.
	(e)	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. As at March 31, 2012, the Company had not received the proceeds from the holder of the convertible note.
	(f)	The Company paid $10,500 in financing costs relating to the above convertible debt. As at March 31, 2012, the Company had deferred financing costs of $1,236 (2011 – $3,472).

~~Business~~F-10 ~~Experience~~

~~The~~CONVENIENCE ~~following~~TV isINC. ~~a brief account of the education and business~~(A ~~experience~~Development ~~during~~Stage atCompany) ~~least~~Notes to the ~~past~~Consolidated ~~five~~Financial ~~years of each director, executive~~Statements ~~officer~~March ~~and key employee of our company~~31, ~~indicating~~2012 ~~the~~(Expressed ~~person’s principal occupation during that period, and the name and principal business of the organization~~ in ~~which~~US ~~such~~dollars) ~~occupation and employment were carried out.~~

Norman Knowles, President, Chief Executive Officer and Director

6.	Derivative Liabilities

	The conversion options of the convertible debt disclosed in Notes 5(a) and (b) 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 value of the derivative liability for the December 3, 2010 convertible note was $89,014 on vesting. As at March 31, 2012, the convertible note had been fully converted and, as a result, the related derivative liability was reduced to $nil.

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

Mr. Knowles has spent the last 20 years developing location-based networks within the retail and hospitality industries. Mr. Knowles extended this expertise through a company he co-founded, Your Choice Networks, which delivered an entertainment and advertising platform to the Quick Serve Restaurant (QSR) industry. For the past several years he has consulted and developed content and advertising strategies for emerging location-based networks. Mr. Knowles has owned and operated and continues to be employed by Universal Distributing Co. Ltd. a private distribution and consulting company since 1976. From December 2004 through April 2005 Mr. Knowles was engaged as a consultant for and partner in Your Choice Network LLC., from April 2005 through September 2007 Mr. Knowles was a shareholder and consultant to Fusion Media Inc., a privately held advertising company. After leaving Fusion Media Inc., Mr. Knowles helped with the founding of Global Fusion Media Inc., a privately held media company where he was appointed as the President and Chief Executive Officer, and with which we entered into a an acquisition agreement on April 1, 2010.

	2012	2011
	$	$

$42,500 convertible debenture issued January 14, 2011	147,399	–
$37,500 convertible debenture issued July 26, 2011	103,159	–
	250,558	–

~~Greg~~During ~~Trevor,~~the ~~Chief~~year ~~Financial~~ended ~~Officer~~March 31, ~~Secretary~~2012, ~~Treasurer~~the ~~and~~Company ~~Director~~recorded a loss on the change in fair value of the derivative liabilities of $315,629.

~~Mr.~~The ~~Trevor~~Company isuses ~~an honors graduate from~~ the ~~University of~~Black-Scholes ~~Victoria~~option inpricing ~~British~~model ~~Columbia,~~to ~~Canada.~~calculate Hethe isfair 63values ~~years old. His background includes: 15 years~~ of ~~financial services experience with Canadian institutions, and 12 years as an agent and marketer for clients in~~ the ~~toy~~derivative ~~and game industry~~liabilities. ~~His~~The ~~role~~following ~~encompassed~~table ~~all~~shows ~~aspects of~~ the ~~production,~~assumptions ~~distribution,~~used ~~marketing and sales processes. Since his retirement~~ in 1999, he has taken on various consulting roles. From 2001 to 2003, a Canadian company in Lagos, Nigeria hired him to administer an 80 member multinational staff where he acted as Corporate Liaison to senior business, financial and government leaders during the ~~implementation~~ ofcalculations: a property tax program for the State Government. In 2004, he consulted on a building project in Dubai, UAE. In 2005 he returned to Canada where he consulted to a private leasing firm. Since July 2006, has consulted to Global Fusion Media Inc., privately held media company with which we entered into an acquisition agreement on April 1, 2010, on their C-Store "Captive Audience" TV Network project.

		Risk-free	Expected	Expected
	Expected	Interest	Dividend	Life (in
	Volatility	Rate	Yield	years)
December 3, 2010 convertible note:
As at June 1, 2011 (date of vesting)	388%	0.05%	0%	0.26
January 14, 2011 convertible note:
As at July 13, 2011 (date of vesting)	392%	0.01%	0%	0.27
As at March 31, 2012	343%	0.07%	0%	0.25
July 26, 2011 convertible note:
As at January 22, 2012 (date of vesting)	326%	0.05%	0%	0.27
As at March 31, 2012	343%	0.07%	0%	0.25

Family Relationships

7.	Related Party Transactions

	(a)	As at March 31, 2012, the Company is owed $19,161 (2011 – $19,161) from a company under common control which is unsecured, non-interest bearing and due on demand.

	(b)	As at March 31, 2012, the Company owes $2,500 (2011 – $nil) to the President of the Company, which is unsecured, non-interest bearing and due on demand.

	(c)	During the year ended March 31, 2012, the Company paid $20,000 (2011 - $57,000) in management fees to a company controlled by the President of the Company.

	(d)	During the year ended March 31, 2012, the Company paid $20,500 (2011 - $57,000) in management fees to the Chief Financial Officer of the Company.

~~There~~F-11 ~~are no family relationships between any of our directors, executive officers and proposed directors or executive officers.~~

~~Conflicts~~CONVENIENCE ofTV ~~Interest~~INC. (A Development Stage Company) Notes to the Consolidated Financial Statements March 31, 2012 (Expressed in US dollars)

Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.

8.	Common Stock

	Share transactions for the year ended March 31, 2012:

	(a)	Effective July 20, 2011, the Company increased the authorized number of shares of common stock from 100,000,000 to 600,000,000 shares, with no change in par value.

	(b)	On June 10, 2011, the Company issued 1,690,141 shares of common stock pursuant to the conversion of $12,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $19,811 on the date of conversion and was recorded as additional paid-in capital.

	(c)	On August 10, 2011, the Company issued 2,500,000 shares of common stock pursuant to the conversion of $4,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $22,686 on the date of conversion and was recorded as additional paid-in capital.

	(d)	On August 22, 2011, the Company issued 2,500,000 shares of common stock pursuant to the conversion of $3,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $7,113 on the date of conversion and was recorded as additional paid-in capital.

	(e)	On September 15, 2011, the Company issued 2,500,000 shares of common stock pursuant to the conversion of $1,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $8,881 on the date of conversion and was recorded as additional paid-in capital.

	(f)	On September 20, 2011, the Company issued 2,500,000 shares of common stock pursuant to the conversion of $1,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $6,238 on the date of conversion and was recorded as additional paid-in capital.

	(g)	On October 14, 2011, the Company issued 2,777,778 shares of common stock pursuant to the conversion of $2,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $6,533 on the date of conversion and was recorded as additional paid-in capital.

	(h)	On October 20, 2011, the Company issued 2,857,143 shares of common stock pursuant to the conversion of $2,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $12,590 on the date of conversion and was recorded as additional paid-in capital.

	(i)	On October 21, 2011, the Company issued 2,857,143 shares of common stock pursuant to the conversion of $2,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $8,640 on the date of conversion and was recorded as additional paid-in capital.

	(j)	On October 31, 2011, the Company issued 2,857,143 shares of common stock pursuant to the conversion of $2,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $7,082 on the date of conversion and was recorded as additional paid-in capital.

	(k)	On November 10, 2011, the Company issued 3,424,658 shares of common stock pursuant to the conversion of $2,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $7,175 on the date of conversion and was recorded as additional paid-in capital.

	(l)	On November 21, 2011, the Company issued 3,571,429 shares of common stock pursuant to the conversion of $2,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $14,588 on the date of conversion and was recorded as additional paid-in capital.

	(m)	On December 1, 2011, the Company issued 3,684,211 shares of common stock pursuant to the conversion of $3,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $9,987 on the date of conversion and was recorded as additional paid-in capital.

	(n)	On December 13, 2011, the Company issued 3,947,368 shares of common stock pursuant to the conversion of $3,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $11,210 on the date of conversion and was recorded as additional paid-in capital.

	(u)	On December 22, 2011, the Company issued 4,032,258 shares of common stock pursuant to the conversion of $2,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $7,390 on the date of conversion and was recorded as additional paid-in capital.

	(v)	On January 3, 2012, the Company issued 4,032,258 shares of common stock pursuant to the conversion of $2,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $6,356 on the date of conversion and was recorded as additional paid-in capital.

InF-12 ~~general, officers and directors of a corporation are required to present business opportunities to the corporation if:~~

~~the~~CONVENIENCE ~~corporation~~TV ~~could~~INC. ~~financially~~(A Development ~~undertake~~Stage Company) Notes to the ~~opportunity;~~Consolidated Financial Statements March 31, 2012 (Expressed in US dollars)

the opportunity is within the corporation’s line of business; and

8.	Common Stock (continued)

	(w)	On January 17, 2012, the Company issued 3,846,154 shares of common stock pursuant to the conversion of $2,000 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $8,141 on the date of conversion and was recorded as additional paid-in capital.

	(x)	On February 6, 2012, the Company issued 5,208,333 shares of common stock pursuant to the conversion of $2,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $11,332 on the date of conversion and was recorded as additional paid-in capital.

	(y)	On February 15, 2012, the Company issued 5,208,333 shares of common stock pursuant to the conversion of $2,500 of the convertible note described in Note 5(a). The fair value of the conversion option was determined to be $13,327 on the date of conversion and was recorded as additional paid-in capital.

	(z)	On February 24, 2012, the Company issued 5,000,000 shares of common stock pursuant to the conversion of $1,000 of the convertible note and $2,200 in accrued interest as described in Note 5(a). The fair value of the conversion option was determined to be $3,367 on the date of conversion and was recorded as additional paid-in capital.

itShare ~~would~~transactions befor ~~unfair to~~ the ~~corporation~~year ~~and its stockholders not to bring the~~ended ~~opportunity~~March to31, ~~the~~2011: ~~attention of the corporation.~~

We(a) ~~have~~On ~~adopted~~May 4, 2010, the Company effected a ~~code~~one for seven forward stock split of ~~ethics~~the ~~that~~issued ~~obligates~~and ~~our~~outstanding ~~directors~~shares of common stock. All share amounts of the Company were retroactively adjusted for all periods presented. (b) On May 5, ~~officers~~ 2010, 27,800,000 shares of common stock held by the former President of the Company were returned and ~~employees~~cancelled for no consideration. (c) On May 5, 2010, the Company issued 36,000,000 shares of common stock for the acquisition of C-Store. Refer to ~~disclose~~Note ~~potential~~4. ~~conflicts~~(d) On July 1, 2010, the Company issued 520,000 shares of ~~interest~~common ~~and~~stock ~~prohibits those~~at ~~persons~~$0.055 ~~from~~per ~~engaging~~share infor ~~such~~proceeds ~~transactions~~of ~~without~~$28,700. ~~our~~(e) ~~consent~~On July 22, 2010, the Company issued 1,250,000 shares of common stock at $0.20 per share for proceeds of $250,000. (f) On August 3, 2010, the Company issued 600,000 shares of common stock with a fair value of $90,000 pursuant to an investor relations agreement entered into on August 1, 2010.

Involvement in Certain Legal Proceedings

9.	Stock Options

	On October 18, 2011, the Company granted 4,000,000 stock options to consultants, employees and a director which are exercisable at $0.0024 per share and expire on October 18, 2013. The fair value of these stock options was estimated at the date of grant using the Black-Scholes option-pricing model assuming an expected life of 2 year, a risk-free rate of 0.05%, an expected volatility of 522%, and a 0% dividend yield. The weighted average fair value of stock options granted was $0.0024 per share.

	During the year ended March 31, 2012, the Company recorded stock-based compensation of $9,598 (2011 - $nil), as consulting fees.

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

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

		Weighted
		Average	Aggregate
		Exercise	Intrinsic
	Number of	Price	Value
	Options	$	$
Outstanding, March 31, 2010 and 2011	–
Granted	4,000,000	0.0024
Outstanding and exercisable, March 31, 2012	4,000,000	0.0024	–

1.F-13 A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.CONVENIENCE ~~Such~~TV ~~person~~INC. ~~was~~(A Development ~~convicted~~Stage inCompany) aNotes ~~criminal~~to ~~proceeding~~the orConsolidated isFinancial aStatements ~~named~~March ~~subject~~31, of2012 ~~a pending criminal proceeding~~ (~~excluding~~Expressed ~~traffic~~in ~~violations~~US ~~and other minor offenses~~dollars);

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	As at March 31, 2012, the weighted average remaining contractual life was 1.6 years and there was no unrecognized compensation costs related to non-vested share-based compensation.

10.	Income Taxes

	The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax recovery as reported is as follows:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

	2012		2011
	$		$
Income tax recovery computed at the statutory rate	(239,528	)	(158,819	)
Permanent differences and other	170,316		5,205
Change in valuation allowance	69,212		153,614
Income tax provision	–		–

18Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from components of deferred income tax assets and liabilities at March 31, 2012 and 2011 are as follows:

ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

	2012		2011
	$		$
Deferred income tax assets
Net operating losses carried forward	238,561		169,349
Valuation allowance	(238,561	)	(169,349	)
Net deferred income tax assets	–		–

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

	The Company has net operating losses carried forward of $681,603 available to offset taxable income in future years which expires commencing in fiscal 2030.

11.	Subsequent Events

	(a)	On April 16, 2012, the Company entered into a services and consulting agreement for coverage of two press releases for consideration of $6,000.

	(b)	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 by the Company 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.

	(c)	Subsequent to March 31, 2012, the Company converted $33,500 of the convertible note payable described in Note 5(b) into 101,048,265 shares of the Company’s common stock.

5.F-14 Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6Item 9. ~~Such~~Changes ~~person was found by a court of competent jurisdiction~~ in aand ~~civil~~Disagreements ~~action~~With orAccountants byon ~~the~~Accounting ~~Commodity Futures Trading Commission to have violated any Federal commodities law,~~ and ~~the~~Financial ~~judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;~~Disclosure

7.There ~~Such~~were ~~person~~no ~~was~~disagreements ~~the~~with ~~subject~~our ~~of,~~accountants orrelated ~~a party~~ to~~, any Federal~~ oraccounting ~~State~~principles ~~judicial~~ or ~~administrative order~~practices, ~~judgment,~~financial ~~decree,~~statement ~~or finding~~disclosure, ~~not~~internal ~~subsequently~~controls ~~reversed,~~or ~~suspended~~auditing scope or ~~vacated,~~procedure ~~relating~~during tothe antwo ~~alleged~~fiscal ~~violation~~years and ~~of:~~subsequent interim periods.

i.Item ~~Any Federal or State securities or commodities law or regulation; or ii~~9A. ~~Any~~Controls law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and~~-desist~~ ~~order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~Procedures

8.Our ~~Such~~management, ~~person~~with ~~was~~ the ~~subject~~participation of, orour achief ~~party~~executive officer ~~to,~~(our ~~any~~principal ~~sanction or~~executive ~~order,~~officer) ~~not~~and ~~subsequently~~chief ~~reversed,~~financial ~~suspended~~officer or(our principal ~~vacated~~financial officer and principal accounting officer), ofevaluated ~~any~~the ~~self-regulatory~~effectiveness ~~organization~~of our disclosure controls and procedures (as defined in ~~Section 3~~Rules 13a-15(ae) and 15d-15(26e) ofpromulgated under the Securities Exchange Act of 1934, ~~(15~~as ~~U.S.C.~~amended ~~78c~~(athe “Exchange Act”)~~(26~~))) as of the end of the period covered by this report. Based on this evaluation, ~~any~~our ~~registered~~chief ~~entity~~executive officer (asour ~~defined~~principal executive inofficer) ~~Section~~and 1chief financial officer (~~a)(29)~~our principal financial officer and principal accounting officer) have concluded that, as of the ~~Commodity~~end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (7i) ~~U.S.C.~~recorded, 1processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (aii) accumulated and communicated to our management, including our chief executive officer (29our principal executive officer)~~)),~~ orand ~~any~~chief ~~equivalent~~financial ~~exchange~~officer (our principal financial officer and principal accounting officer), as ~~association~~appropriate, ~~entity~~to orallow ~~organization~~timely ~~that~~decisions ~~has~~regarding ~~disciplinary~~required ~~authority~~disclosure. ~~over its~~The ~~members~~reasons orfor ~~persons~~this ~~associated~~finding ~~with~~were athe ~~member~~weaknesses in our internal control over financial reporting enumerated below.

~~Compliance~~Management’s ~~with~~Annual ~~Section~~Report ~~16(a)~~on ofInternal ~~the~~Control ~~Securities Exchange Act~~over ofFinancial ~~1934~~Reporting.

~~Section~~Our ~~16(a)~~management ofis ~~the~~responsible ~~Securities~~for ~~Exchange~~establishing ~~Act~~and ~~of 1934 requires~~maintaining ~~our~~adequate ~~executive~~internal ~~officers~~control ~~and~~over ~~directors~~financial ~~and~~reporting. ~~persons~~Our ~~who~~chief ~~own~~executive ~~more than 10% of our~~officer ~~common~~(our ~~stock~~principal toexecutive ~~file~~officer) ~~with~~and ~~the~~chief ~~Securities~~financial ~~and~~officer ~~Exchange~~(our ~~Commission initial~~principal ~~statements~~financial ofofficer ~~beneficial~~and ~~ownership,~~principal ~~reports~~accounting ofofficer)conducted ~~changes~~an inevaluation ~~ownership and annual~~of ~~reports~~the ~~concerning~~effectiveness ~~their ownership~~ of our ~~common~~internal ~~stock~~control ~~and~~over ~~other~~financial ~~equity securities,~~reporting onas ~~Forms~~of 3March 31, 42012 ~~and~~using 5the ~~respectively.~~criteria ~~Executive~~established ~~officers,~~in ~~directors~~Internal ~~and~~Control—Integrated Framework ~~greater~~issued ~~than 10% shareholders are required~~ by the ~~SEC~~Committee ~~regulations~~of toSponsoring ~~furnish~~Organizations ~~us with copies~~ of ~~all~~the ~~Section~~Treadway 16Commission (aCOSO) ~~reports that they file~~.

~~Based~~A ~~solely~~material onweakness ~~the~~is ~~reports~~a ~~received~~deficiency, byor ~~our~~combination ~~company~~of deficiencies, ~~and~~in ~~on written~~internal ~~representations~~control ~~from~~over ~~certain~~financial reporting ~~persons~~, wesuch ~~believe~~that there is a reasonable possibility that a material misstatement of the Company’s annual or ~~directors,~~interim ~~executive~~financial ~~officers~~statements ~~and~~will ~~persons~~not ~~who~~be ~~beneficially~~prevented ~~own~~or ~~more~~detected ~~than~~on ~~10%~~a oftimely ~~our~~basis. ~~company’s~~In ~~common~~its ~~stock~~assessment ~~during~~of the ~~fiscal~~effectiveness ~~year~~of ~~ended~~internal control over financial reporting as of March 31, ~~2011~~2012, ~~have~~our ~~been~~company determined that there were control indeficiencies ~~compliance~~that ~~with~~constituted ~~Section~~material ~~16(a).~~weaknesses, as described below:

191. We do not employ an independent audit committee - While not being legally obligated to have an independent audit committee, it is our company's Management view that such a committee, including a financial expert member, is an utmost important entity-level control over our company's financial statements. Currently the Board of Directors consists of members who are not independent of management and lack sufficient financial expertise for overseeing financial reporting responsibilities. As a result, an effective independent audit committee cannot be established until the number of directors is increased and qualified members are appointed. 2. We did not maintain proper segregation of duties consistent with control objectives. 3. Ineffective controls over period end financial disclosures and reporting processes.

~~Code~~Accordingly, our company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of ~~Ethics~~the annual or interim financial statements will not be prevented or detected on a timely basis by our company's internal controls.

We22 have adopted a Code of Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors.

WeSaturna ~~believe~~Group Chartered Accountants LLP, our ~~code~~independent registered ofpublic ~~ethics~~auditors, iswas ~~reasonably~~not ~~designed~~required to ~~deter wrongdoing~~ and ~~promote~~has ~~honest~~not ~~and~~issued ~~ethical~~an attestation ~~conduct;~~report ~~provide~~concerning ~~full,~~the ~~fair,~~effectiveness ~~accurate,~~of our internal control over ~~timely~~financial ~~and~~reporting ~~understandable~~as ~~disclosure~~of inMarch ~~public~~31, ~~reports;~~2012 ~~comply~~pursuant ~~with~~to ~~applicable~~temporary rules of the ~~laws;~~Securities ~~ensure~~and ~~prompt~~Exchange ~~internal~~Commission ~~reporting~~that ofpermit ~~code~~our ~~violations;~~company ~~and~~to provide only ~~accountability~~management’s ~~for~~report ~~adherence~~in tothis ~~the~~annual ~~code~~report.

~~Our~~Changes ~~Code~~in ofInternal ~~Ethics was being filed with the Securities and Exchange Commission as Exhibit 14~~Controls.1 to our annual report on Form 10-K for our year ended December 31, 2009. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Convenience TV Inc., 248 Main Street, Venice, CA 90291.

~~Committees~~There ofwas no change in our internal controls over financial reporting that occurred during the ~~Board~~period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

~~All~~Item ~~proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors~~9B. ~~Such~~Other resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. Information

~~Our audit committee consists of our entire board of directors~~None.

~~Our~~PART ~~company~~III currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

~~Our~~Item ~~company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors~~10. ~~The directors believe that~~Directors, ~~given~~Executive ~~the~~Officers ~~early stage of our development, a specific nominating policy would be premature~~ and ofCorporate little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. Governance

AAll ~~shareholder~~directors ~~who~~of ~~wishes~~our tocompany ~~communicate~~hold ~~with~~office ~~our~~until ~~board~~the next annual meeting of the security holders or until their successors have been elected and ~~directors~~qualified. ~~may~~The doofficers soof our company are appointed by ~~directing~~our aboard ~~written~~of ~~request~~directors and ~~addressed~~hold tooffice ~~our~~until ~~President~~their death, resignation or removal from office. Our atdirectors ~~the~~and ~~address~~executive ~~appearing~~officers, ontheir ~~the~~ages, ~~first~~positions ~~page~~held, ofand ~~this~~duration ~~annual~~as such, ~~report.~~are as follows:

Audit Committee and Audit Committee Financial Expert

Name	Position Held with the Company	Age	Date First Elected or Appointed
Norman Knowles	President, Chief Executive Officer and Director	58	April 9, 2010
Greg Trevor	Chief Financial Officer, Treasurer, Secretary and Director	66	April 9, 2010
Shane Arsens	Chief Operating Officer and Director	57	September 15, 2011

~~Our~~Business ~~board~~Experience of directors has determined that none of the members of our audit committee qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

WeThe ~~believe~~following ~~that~~is ~~the~~a ~~members~~brief ofaccount ~~our board~~ of ~~directors~~the ~~are collectively~~education ~~capable of analyzing~~ and ~~evaluating our financial statements and~~business ~~understanding~~experience ~~internal~~during ~~controls~~at ~~and~~least ~~procedures~~the ~~for~~past ~~financial~~five ~~reporting.~~years ~~We believe~~of ~~that~~each ~~retaining an independent~~ director, ~~who would qualify as an "audit~~executive ~~committee~~officer ~~financial expert" would be overly costly~~ and ~~burdensome~~key ~~and~~employee ~~is not warranted in our circumstances given the early stages~~ of our ~~development~~company, ~~and~~indicating the ~~fact~~ ~~that~~person’s ~~we have not generated any material revenues to date. In addition, we~~principal ~~currently~~occupation doduring ~~not~~that ~~have nominating~~period, ~~compensation~~and orthe ~~audit~~name ~~committees~~and orprincipal ~~committees performing~~business ~~similar functions nor do we have a written nominating, compensation or audit committee charter. Our board~~ of ~~directors~~the ~~does~~organization ~~not~~in ~~believe~~which ~~that it is necessary to have~~ such ~~committees~~occupation ~~because~~and ~~it believes~~employment ~~the~~were ~~functions~~carried ~~of such committees can be adequately performed by our board of directors~~out.

20Norman Knowles, President, Chief Executive Officer and Director

~~Item~~Mr. 11Knowles has spent the last 20 years developing location-based networks within the retail and hospitality industries. Mr. Knowles extended this expertise through a company he co-founded, Your Choice Networks, which delivered an entertainment and advertising platform to the Quick Serve Restaurant (QSR) industry. For the past several years he has consulted and developed content and advertising strategies for emerging location-based networks. Mr. Knowles has owned and operated and continues to be employed by Universal Distributing Co. Ltd. a private distribution and consulting company since 1976. From December 2004 through April 2005 Mr. Knowles was engaged as a consultant for and partner in Your Choice Network LLC., from April 2005 through September 2007 Mr. Knowles was a shareholder and consultant to Fusion Media Inc., a privately held advertising company. After leaving Fusion Media Inc., Mr. Knowles helped with the founding of Global Fusion Media Inc., a privately held media company where he was appointed as the President and Chief Executive ~~Compensation~~Officer, and with which we entered into a an acquisition agreement on April 1, 2010.

~~The~~23 ~~particulars of the compensation paid to the following persons:~~

~~our~~Greg ~~principal~~Trevor, ~~executive~~Chief ~~officer;~~Financial Officer, Secretary, Treasurer and Director

~~each~~Mr. Trevor is an honors graduate from the University of Victoria ~~our~~in ~~two~~British ~~most~~Columbia, ~~highly~~Canada. ~~compensated~~He ~~executive~~is ~~officers~~63 ~~who~~years ~~were~~old. ~~serving~~His background includes: 15 years of financial services experience with Canadian institutions, and 12 years as ~~executive~~an ~~officers~~agent atand marketer for clients in the ~~end~~toy and game industry. His role encompassed all aspects of the ~~years~~production, ~~ended~~distribution, ~~March~~marketing 31and sales processes. Since his retirement in 1999, ~~2011~~he has taken on various consulting roles. From 2001 to 2003, a Canadian company in Lagos, Nigeria hired him to administer an 80 member multinational staff where he acted as Corporate Liaison to senior business, financial and government leaders during the implementation of a property tax program for the State Government. In 2004, he consulted on a building project in Dubai, UAE. In 2005 he returned to Canada where he consulted to a private leasing firm. Since July 2006, has consulted to Global Fusion Media Inc., privately held media company with which we entered into an acquisition agreement on April 1, 2010;, on their C-Store "Captive ~~and~~Audience" TV Network project.

upShane toArsens, ~~two~~Chief ~~additional~~Operating ~~individuals~~Officer ~~for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended March 31, 2011~~ and ~~2010,~~Director

~~who~~Mr. weArsens ~~will~~was ~~collectively~~instrumental ~~refer~~in toenlisting as the ~~named~~early ~~executive~~client base ~~officers~~for of our TV network” said company, ~~are~~with ~~set~~extensive ~~out~~background and connections in the retail industry”. Having spent over 30 years in the ~~following~~Hospitality ~~summary~~Industry, ~~compensation~~as ~~table~~an owner-operator of two major hotels and three popular restaurants, ~~except~~Mr. ~~that~~Arsens recognized nothe ~~disclosure~~importance isof ~~provided~~advertising. ~~for~~His ~~any~~research ~~named~~of ~~executive~~the ~~officer~~Digital Signage Industry led him to co-found Global Fusion Media in 2006, where he helped ~~other~~develop ~~than~~their ~~our~~C-Store ~~principal~~Network ~~executive~~in ~~officers~~various high volume convenience stores within the United States. More recently, ~~whose~~he ~~total~~has ~~compensation~~added ~~did~~his ~~not~~expertise to BLUENERGY MX. A ~~exceed~~‘Waste ~~$100~~to Energy’ method of sustainable energy using the ABA process,~~000~~ ~~for~~the most advanced green technology available in the ~~respective~~world ~~fiscal~~today ~~year:~~which will help fill the need for a safer form of energy production.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Norman Knowles(1) President, Chief Executive Officer and Director	2011 2010	57,000 N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	57,000 N/A
Greg Trevor(2) Chief Financial Officer, Treasurer, Secretary and Director	2011 2010	57,000 N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	57,000 N/A
Rhonda Esparza(3) Former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director	2011 2010	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

Family Relationships

(1)	Mr. Knowles was appointed president, chief executive officer and director of our company on April 9, 2010.
(2)	Mr. Trevor was appointed chief financial officer, treasurer, secretary and director on April 9, 2010.
(3)	Ms. Esparza resigned as president, chief executive officer, chief financial officer, treasurer, secretary and director on April 9, 2010.

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

21Conflicts of Interest

~~Other~~Our ~~than~~directors asare ~~set~~not ~~out~~obligated ~~below,~~to ~~there~~commit ~~are~~their nofull ~~arrangements~~time ~~or plans~~and inattention ~~which~~to weour ~~provide~~business ~~pension~~and, ~~retirement~~accordingly, orthey ~~similar~~may ~~benefits~~encounter ~~for~~a ~~directors~~conflict orof ~~executive~~interest ~~officers.~~in ~~Our~~allocating ~~directors~~their ~~and~~time ~~executive~~between ~~officers~~our ~~may~~operations ~~receive~~and ~~share~~those of other ~~options~~businesses. atIn the ~~discretion~~course of ~~our~~their ~~board~~other business activities, they may become aware of ~~directors~~investment inand ~~the~~business ~~future.~~opportunities Wewhich domay ~~not have~~be ~~any~~appropriate ~~material~~for presentation ~~bonus~~to orus ~~profit~~as ~~sharing~~well ~~plans~~as ~~pursuant~~other entities to which ~~cash~~they orowe a fiduciary duty. ~~non-cash~~As ~~compensation~~a isresult, orthey may behave ~~paid~~conflicts toof ~~our~~interest ~~directors~~in ordetermining ~~executive~~to ~~officers,~~which entity ~~except~~a ~~that~~particular ~~share~~business ~~options~~opportunity ~~may~~should be ~~granted~~presented. atThey may also in the future ~~discretion~~become ofaffiliated ~~our~~with ~~board~~entities ofthat are engaged in business activities ~~directors~~similar to those we intend to conduct.

~~Stock~~In ~~Option~~general, ~~Plan~~officers and directors of a corporation are required to present business opportunities to the corporation if:

~~Currently,~~the wecorporation docould ~~not~~financially ~~have~~undertake athe ~~stock option plan in favor of any~~opportunity; ~~director, officer, consultant or employee of our company.~~
~~Stock~~the ~~Options/SAR~~opportunity ~~Grants~~is within the corporation’s line of business; and
Noit ~~equity~~would orbe ~~non-equity~~unfair ~~awards~~to ~~were~~the ~~granted~~corporation toand ~~our~~its ~~named executives~~stockholders ~~during~~not to bring the ~~year~~opportunity ~~ended~~to ~~March~~the ~~31,~~attention ~~2011~~of the corporation.

~~Outstanding~~We ~~Equity~~have ~~Awards~~adopted ata ~~Fiscal~~code ~~Year~~of ~~End~~ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

~~There~~24 ~~were no equity awards outstanding as at March 31, 2011.~~

~~Option~~Involvement ~~Exercises~~in Certain Legal Proceedings

~~During~~To ~~our~~the ~~Fiscal~~best ~~year~~of ~~ended~~our ~~March 31~~knowledge, ~~2011~~none ~~there~~of ~~were~~our nodirectors or ~~options~~executive ~~exercised~~officers byhas, ~~our~~during ~~named~~the ~~officers.~~past ten years:

~~Compensation~~1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of ~~Directors~~the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

WeCompliance dowith ~~not~~Section ~~have~~16(a) ~~any~~of ~~agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in~~ the ~~future~~Securities ~~to receive stock options to purchase shares of our common~~Exchange ~~stock~~Act ~~as awarded by our board~~ of ~~directors.~~1934

WeSection ~~have~~16(a) ~~determined~~of ~~that~~the weSecurities doExchange ~~not~~Act ~~have~~of an1934 ~~independent director,~~requires asour ~~that~~executive ~~term~~officers isand ~~used~~directors inand ~~Item~~persons ~~7(d)(3)(iv)(B)~~who own more than 10% of ~~Schedule~~our common ~~14A~~stock ~~under~~to file with the Securities and Exchange ~~Act~~Commission initial statements of ~~1934~~beneficial ownership, asreports ~~amended~~of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and as5 ~~defined~~respectively. Executive officers, directors and greater than 10% shareholders are required by ~~Rule~~the SEC regulations to furnish us ~~4200~~with copies of all Section 16(a)~~(15)~~ ofreports ~~the~~that ~~NASDAQ~~they ~~Marketplace Rules~~file.

~~Pension~~Based solely on the reports received by our company and on written representations from certain reporting persons, ~~Retirement~~we orbelieve ~~Similar~~that ~~Benefit~~the directors, ~~Plans~~executive officers and persons who beneficially own more than 10% of our company’s common stock during the fiscal year ended March 31, 2012 have been in compliance with Section 16(a).

~~There~~Code are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of ~~the board of directors or a committee thereof.~~Ethics

~~Indebtedness~~Our company's board of ~~Directors~~directors adopted a Code of Business Conduct and Ethics that applies to, ~~Senior~~among ~~Officers~~other persons, ~~Executive~~members of our board of ~~Officers~~directors, our company's officers including our president, chief executive officer and ~~Other~~chief ~~Management~~financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

~~None~~1. ofhonest ~~our~~and ~~directors~~ethical orconduct, ~~executive~~including ~~officers~~the orethical ~~any~~handling ~~associate or affiliate~~ of ~~our~~actual ~~company during the last two fiscal years, is~~ or ~~has~~apparent ~~been indebted~~conflicts ~~to our company by way~~ of ~~guarantee,~~interest ~~support~~between ~~agreement,~~personal ~~letter~~and ofprofessional ~~credit or other similar agreement or understanding currently outstanding.~~relationships;

~~Family~~25 ~~Relationships~~

~~There~~2. ~~are~~full, nofair, ~~family~~accurate, ~~relationships~~timely, ~~between~~and ~~any~~understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; 3. compliance with applicable governmental laws, rules and regulations; 4. the prompt internal reporting of ~~our~~violations ~~executive officers~~of the Code of Business Conduct and Ethics to an appropriate person or ~~directors~~persons identified in the Code of Business Conduct and Ethics; and 5. accountability for adherence to the Code of Business Conduct and Ethics.

22Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

~~Item~~Our 12Code of Ethics was filed with the Securities and Exchange Commission as Exhibit 14.1 ~~Security~~to ~~Ownership~~our Annual Report on Form 10-K filed on March 31, 2010. We will provide a copy of ~~Certain~~the ~~Beneficial~~Code ~~Owners~~of ~~and~~Business ~~Management~~Conduct and ~~Related~~Ethics ~~Stockholder~~to ~~Matters~~any person without charge, upon request. Requests can be sent to: Convenience TV Inc., 248 Main Street, Venice, CA 90291.

~~The~~Committees ~~following table sets forth, as~~ of ~~June 27, 2011, certain information with respect to~~ the ~~beneficial~~Board ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Global Fusion Media Inc. (2) 2099 Lansdowne Rd. Victoria, BC V8P 1B4	18,000,000	31%
Jatco Holdings Inc. 500 – 645 Fort St. Victoria, BC V8W 4G2	1,752,629(3)	3%
Norman Knowles #8 – 10171 No. 1 Road Richmond, BC V7E 1S1	3,200,158(4)	5.5%
Rhythm Records Inc. 2099 Lansdowne Rd. Victoria, BC V8P 1B4	4,566,124	8%
Directors and Executive Officers as a Group	22,952,787	39.7%

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

	(1)	Based on 57,760,141 shares of common stock issued and outstanding as of June 27, 2011. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
	(2)	Greg Trevor and Norman Knowles, our directors and officers, are also directors and officers of Global Fusion and are the beneficial owners and have voting control over 18,000,000 shares of our common stock.
	(3)	Greg Trevor, our Secretary and Chief Financial Officer indirectly holds 1,752,629 shares of our common stock registered in the name of Jatco Holdings Inc.
	(4)	Norman Knowles, together with his wife Sandra Knowles, are the beneficial owners and have voting control of 3,200,158 shares of our common stock. Mrs. Knowles personally owns 1,000,000 shares and Mr. Knowles owns 2,200,158.

Audit Committee and Charter

~~Changes~~Our inaudit ~~Control~~committee consists of our entire board of directors.

WeOur ~~are~~audit ~~unaware~~committee ofis ~~any~~governed ~~contract~~by oran ~~other~~Audit ~~arrangement~~Committee orCharter ~~provisions~~adopted ofby our ~~Articles~~board ~~or Bylaws the operation~~ of ~~which may at a subsequent date result in a change of control of our company~~directors. ~~There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.~~

23Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

~~Item~~Our 13company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. ~~Certain~~The ~~Relationships~~directors believe that, given the early stage of our development, a specific nominating policy would be premature and ~~Related~~of ~~Transactions~~little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and ~~Director~~make ~~Independence~~recommendations for election or appointment.

~~Except~~A ~~as disclosed herein, no director, executive officer,~~ shareholder ~~holding~~who atwishes ~~least~~to 5%communicate ofwith ~~shares of~~ our ~~common~~board ~~stock, or any family~~of ~~member~~directors ~~thereof,~~may ~~had~~do ~~any~~so ~~material~~by ~~interest,~~directing ~~direct~~a orwritten ~~indirect,~~request inaddressed ~~any transaction,~~to orour ~~proposed transaction since the year ended March 31~~President, ~~2011, in~~ ~~which~~at the ~~amount~~address ~~involved~~appearing inon the ~~transaction~~first ~~exceeded~~page ~~or exceeds the lesser~~ of ~~$120,000~~ orthis ~~one~~annual ~~percent of the average of our total assets at the year end for the last three completed fiscal years~~report.

~~Director~~26 ~~Independence~~

WeAudit ~~currently~~Committee ~~act~~and ~~with~~Audit ~~two~~Committee ~~directors, consisting of Norman~~Financial ~~Knowles and Greg Trevor.~~Expert

Our board of directors has determined that none of the members of our audit committee ~~consists~~qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of ~~our~~Regulation ~~entire~~S-K, ~~board~~and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange ~~directors~~Act of 1934, as amended.

We dobelieve that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have anot ~~standing~~generated any material revenues to date. In addition, we currently do not have nominating, compensation or ~~nominating~~audit ~~committee~~committees or committees performing similar functions nor do we have a written nominating, compensation ~~but~~or ~~our~~audit ~~entire~~committee charter. Our board of directors ~~acts~~does innot believe that it is necessary to have such ~~capacities~~committees because it believes the functions of such committees can be adequately performed by our board of directors.

~~Item~~Disclosure ~~14.~~Committee ~~Principal Accounting Fees~~ and ~~Services~~Charter

~~The~~Our ~~aggregate~~entire ~~fees~~board ~~billed~~of ~~for~~directors ~~the~~serves ~~most~~as ~~recently~~the ~~completed~~company’s ~~fiscal~~disclosure ~~year~~committee. ~~ended~~Our ~~March~~disclosure ~~31,~~committee ~~2011~~is ~~and~~governed ~~for~~by ~~the~~a ~~fiscal year ended March 31, 2010~~Disclosure ~~for~~Committee ~~professional~~Charter ~~services~~adopted ~~rendered~~ by ~~the principal accountant for the audit of~~ our ~~annual~~board ~~financial statements and review~~ of ~~the~~directors. financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	March 31, 2011 $	March 31, 2010 $
Audit Fees	14,250	5,250
Audit Related Fees	nil	nil
Tax Fees	nil	nil
All Other Fees	nil	nil
Total	14,250	5,250

Item 11. Executive Compensation

~~Our~~The ~~board~~particulars of ~~directors pre-approves all services provided by our independent auditors. All of~~ the ~~above~~compensation ~~services~~paid ~~and~~to ~~fees were reviewed and approved by~~ the ~~board of directors either before or after the respective~~following ~~services~~persons: ~~were rendered.~~

~~Our board of directors has considered the nature and amount of fees billed by~~ our ~~independent~~principal ~~auditors~~executive ~~and believes that the provision of~~officer; ~~services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.~~
~~PART~~each IVof our two most highly compensated executive officers who were serving as executive officers at the end of the years ended March 31, 2012 and 2011; and
~~Item~~up ~~15.~~to ~~Exhibits~~two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended March 31, ~~Financial~~2012 ~~Statement~~and ~~Schedules~~2011,

(a)	Financial Statements
	(1)	Financial statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Norman Knowles⁽¹⁾ President, Chief Executive Officer and Director	2012 2011	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	20,000⁽²⁾ 57,000⁽²⁾	20,000 57,000

~~(b)~~27 ~~Exhibits~~

Exhibit No.	Document Description
SUMMARY COMPENSATION TABLE
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
2.1	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).
Greg Trevor(3) Chief Financial Officer, Treasurer, Secretary and Director	2012 2011	20,500 57,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	20,500 57,000
(3)	(i) Articles of Incorporation; (ii) By-laws
Shane Arsens (4) Chief Operating Officer, and Director	2012 2011	Nil N/A	Nil N/A	Nil N/A	2,400(5) N/A	Nil N/A	Nil N/A	Nil N/A	2,400 N/A
3.1	Articles of Incorporation (incorporated by reference to our Current Report on Form S-1 filed on February 2, 2009).
3.2	By-laws (incorporated by reference to our Current Report on Form S-1 filed on February 2, 2009).
3.3	Certificate of Amendment filed with the Nevada Secretary of State on May 4, 2010 (incorporated by reference to our Current Report on Form S-1 filed on February 2, 2009).
(10)	Material Contracts
10.1	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).
10.2	Share Cancellation Agreement with Rhonda Esparza dated May 4, 2010 (incorporated by reference to our Current Report on Form 10-Q filed on May 18, 2010).
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference to our Current Report on Form 10-K filed on March 31, 2010).
(21)	Subsidiaries of Registrant
21.1	C-Store Networks LLC
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Norman Knowles.
31.2*	Section 302 Certifications under Sarbanes-Oxley Act of 2002 of Greg Trevor.
(32)	Section 1350 Certifications
32.1*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Norman Knowles.
32.2*	Section 906 Certifications under Sarbanes-Oxley Act of 2002 of Greg Trevor.

* Filed herewith.

(1)	Mr. Knowles was appointed president, chief executive officer and director of our company on April 9, 2010.
(2)	Amount represents fees paid to a company owned by Mr. Knowles.
(3)	Mr. Trevor was appointed chief financial officer, treasurer, secretary and director on April 9, 2010.
(4)	Mr. Arsens was appointed Chief Operating Officer and Director on September 15, 2011
(5)	Mr. Arsens was granted 1,000,000 stock options at an exercise price of $0.0024. The options expire on October 18, 2013.

25Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

~~SIGNATURES~~Stock Option Plan

InCurrently, ~~accordance~~we ~~with~~do ~~Section~~not 13have ora ~~15(d)~~stock ofoption ~~the~~plan ~~Exchange~~in ~~Act,~~favor ~~the~~of any ~~registrant~~director, ~~caused~~officer, ~~this~~consultant ~~report~~or toemployee beof ~~signed~~our ~~on its behalf by the undersigned, thereunto duly authorized~~company.

	CONVENIENCE TV INC.
	(Registrant)
Dated: June 29, 2011	/s/ Norman Knowles
	Norman Knowles
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: June 29, 2011	/s/ Greg Trevor
	Greg Trevor
	Chief Financial Officer, Secretary, Treasurer and
	Director
	(Principal Financial Officer and Principal
	Accounting Officer)

Stock Options/SAR Grants

~~Pursuant~~No toequity ~~the~~or ~~requirements~~non-equity ofawards ~~the~~were ~~Securities~~granted ~~Exchange~~to ~~Act~~our ofnamed ~~1934,~~executives ~~this~~during ~~report has been signed below by~~ the ~~following~~year ~~persons~~ended onMarch ~~behalf~~31, ~~of the registrant and in the capacities and on the dates indicated~~2012.

Dated: June 29, 2011	/s/ Norman Knowles
	Norman Knowles
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: June 29, 2011	/s/ Greg Trevor
	Greg Trevor
	Chief Financial Officer, Secretary, Treasurer and
	Director
	(Principal Financial Officer and Principal
	Accounting Officer)

26Outstanding Equity Awards at Fiscal Year End

The particulars of unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers are set out in the following table:

Name	Options Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Shane Arsens	1,000,000	Nil	Nil	0.0024	October 18, 2013	Nil	Nil	Nil	Nil

Option Exercises

During our fiscal year ended March 31, 2012 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

We have determined that we do not have an independent director, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our executive officers or directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of July 12, 2012, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾
Global Fusion Media Inc. ⁽²⁾ 2099 Lansdowne Rd. Victoria, BC V8P 1B4	18,000,000	8.10%
Jatco Holdings Inc. 500 – 645 Fort St. Victoria, BC V8W 4G2	859,064⁽³⁾	0.39%
Norman Knowles #8 – 10171 No. 1 Road Richmond, BC V7E 1S1	3,200,158⁽⁴⁾	1.44%
Shane Arsesn	1,000,000⁽⁵⁾	*
Rhythm Records Inc. 2099 Lansdowne Road Victoria, BC V8P 1B4	4,566,124⁽⁶⁾	2.06%
Directors and Executive Officers as a Group	27,625,328	12.44%

* represents an amount less than 1%

	(1)	Based on 222,112,615 shares of common stock issued and outstanding as of July 12, 2012. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

	(2)	Greg Trevor, Shane Arsens and Norman Knowles, our directors and officers, are also directors and officers of Global Fusion and are the beneficial owners and have voting control over 18,000,000 shares of our common stock.

	(3)	Greg Trevor, our Secretary and Chief Financial Officer indirectly holds 859,064 shares of our common stock registered in the name of Jatco Holdings Inc.

	(4)	Norman Knowles, together with his wife Sandra Knowles, are the beneficial owners and have voting control of 3,200,158 shares of our common stock. Mrs. Knowles personally owns 1,000,000 shares and Mr. Knowles owns 2,200,158.

	(5)	Represents 1,000,000 stock options currently exercisable.

	(6)	Shane Arsen, our Director and Chief Operating Officer indirectly holds 4,566,124 shares of our common stock registered in the name of Rhythm Records Inc.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended March 31, 2012, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

We currently act with three directors, consisting of Norman Knowles, Shane Arsens and Greg Trevor. We have determined that our directors are not “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended March 31, 2012 and for the fiscal year ended March 31, 2011 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	March 31, 2012 $	March 31, 2011 $
Audit Fees	18,450	15,250
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	18,450	15,250

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document

	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

Exhibit	Document Description
No.

(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession

2.1	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).

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

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

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

3.3	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).

3.4	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).

(10)	Material Contracts

10.1	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).

10.2	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).

10.3	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).

(14)	Code of Ethics

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

(21)	Subsidiaries of Registrant

21.1	C-Store Networks LLC

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

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

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

(32)	Section 1350 Certifications

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

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

Exhibit	Document Description
No.
101**	Interactive Data File (Form 10-K for the year ended March 31, 2012 furnished in XBRL)

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	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.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CONVENIENCE TV INC.
	(Registrant)


Dated: July 16, 2012	/s/ Norman Knowles
	Norman Knowles
	President, Chief Executive Officer and Director
	(Principal Executive Officer)

Dated: July 16, 2012	/s/ Greg Trevor
	Greg Trevor
	Chief Financial Officer, Secretary, Treasurer and
	Director
	(Principal Financial Officer and Principal Accounting
	Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: July 16, 2012	/s/ Norman Knowles
	Norman Knowles
	President, Chief Executive Officer and Director
	(Principal Executive Officer)

Dated: July 16, 2012	/s/ Greg Trevor
	Greg Trevor
	Chief Financial Officer, Secretary, Treasurer and
	Director
	(Principal Financial Officer and Principal Accounting
	Officer)

Dated: July 16, 2012	/s/ Shane Arsens
	Shane Arsens
	Chief Operating Officer and Director

Filing Compare · Convenience TV Inc.