Convenience TV (CRPZ) 10-Q 2013 Q2 Quarterly report

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

Form 10-Q

(Mark One)

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

For the quarterly period endedSeptember 30, 2012

or

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

For the transition period from ____________ to ______________

Commission File Number000-54210

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

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

(877) 331-8777
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X] YES [   ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] YES [   ] NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act [   ] YES [X] NO

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
427,210,047common shares issued and outstanding as of November 19, 2012.

CONVENIENCE TV INC.

FORM 10-Q

September 30, 2012

INDEX

PART I – FINANCIAL INFORMATION			3
	Item 1.	Financial Statements	3
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	8
	Item 4.	Controls and Procedures	8
PART II – OTHER INFORMATION			8
	Item 1.	Legal Proceedings	8
	Item 1A.	Risk Factors	8
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
	Item 3.	Defaults Upon Senior Securities	9
	Item 4.	Mining Safety Disclosures	9
	Item 5.	Other Information	9
	Item 6.	Exhibits	9
SIGNATURES			11

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited consolidated interim financial statements for the three and six month periods ended September 30, 2012 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

3

CONVENIENCE TV INC.
(A Development Stage Company)
September 30, 2012
(Expressed in US dollars)
(unaudited)

	Index
Consolidated Balance Sheets	F–1
Consolidated Statements of Operations	F–2
Consolidated Statements of Cash Flows	F–3
Notes to the Consolidated Financial Statements	F–4

CONVENIENCE TV INC.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)

	September 30,		March 31,
	2012		2012
	$		$
	(unaudited)
ASSETS
Current Assets
Cash	313		391
Due from related party (Note 6)	19,161		19,161
Total Current Assets	19,474		19,552
Property and equipment (Note 3)	–		305
Deferred financing costs (Note 4(f))	1,259		1,236
Total Assets	20,733		21,093
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	36,359		38,718
Accrued liabilities	11,156		7,382
Convertible debt, less unamortized discount of $31,946 (March 31, 2012 - $40,691) (Note 4)	82,554		71,809
Derivative liabilities (Note 5)	207,906		250,558
Due to related parties (Note 6)	1,579		2,500
Total Liabilities	339,554		370,967
Going Concern (Note 1)
Commitment (Note 9)
Subsequent Event (Note 10)
Stockholders’ 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: 328,043,268 shares (March 31, 2012 – 121,064,350)	3,280		1,211
Additional paid-in capital	1,259,272		1,079,120
Deficit accumulated during the development stage	(1,581,373	)	(1,430,205	)
Total Stockholders' Deficit	(318,821	)	(349,874	)
Total Liabilities and Stockholders' Deficit	20,733		21,093

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

F-1

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

									Accumulated
									from March 31,
	Three Months		Three Months		Six Months		Six Months		2008 (date of
	Ended		Ended		Ended		Ended		inception) to
	September 30,		September 30,		September 30,		September 30,		September 30,
	2012		2011		2012		2011		2012
	$		$		$		$		$
Revenue	–		–		–		6,628		20,954
Operating Expenses
Amortization of property and equipment	–		10,693		305		22,296		155,816
Consulting fees	–		6,000		6,000		6,000		41,298
Content services	–		–		–		–		6,470
Foreign exchange loss (gain)	345		(75	)	282		(75	)	17,844
Investor relations	–		–		135		–		112,975
Management fees (Note 6)	–		9,000		454		30,000		277,259
Network management	–		15,868		918		30,038		183,660
Office and general	313		1,004		1,345		2,636		19,270
Professional fees	11,386		12,263		28,634		30,409		125,328
Transfer agent and filing fees	7,112		7,074		8,514		9,994		34,369
Travel and promotion	157		10		238		180		24,569
Total Operating Expenses	19,313		61,837		46,825		131,478		998,858
Loss from Operations	(19,313	)	(61,837	)	(46,825	)	(124,850	)	(977,904	)
Other Expenses
Accretion of discounts on convertible debt	(4,337	)	(54,176	)	(41,245	)	(83,626	)	(170,682	)
Amortization of deferred financing costs	(1,060	)	(2,133	)	(2,977	)	(3,901	)	(12,241	)
Interest expense	(3,013	)	(2,188	)	(7,952	)	(4,080	)	(17,877	)
Loss on change in fair value of derivative liabilities	(86,412	)	(493,202	)	(52,169	)	(528,254	)	(367,798	)
Loss on extinguishment of debt	–		–		–		–		(34,871	)
Total Other Expenses	(94,822	)	(551,699	)	(104,343	)	(619,861	)	(603,469	)
Net Loss for the Period	(114,135	)	(613,536	)	(151,168	)	(744,711	)	(1,581,373	)
Net Loss Per Share, Basic and Diluted	–		(0.01	)	–		(0.01	)
Weighted Average Shares Outstanding	271,075,000		60,885,000		333,092,000		58,675,000

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

F-2

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

					Accumulated from
	Six Months		Six Months		March 31, 2008
	Ended		Ended		(date of inception) to
	September 30,		September 30,		September 30,
	2012		2011		2012
	$		$		$
Operating Activities
Net loss	(151,168	)	(744,711	)	(1,581,373	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debt	41,245		83,626		170,682
Amortization of property and equipment	305		22,296		155,816
Amortization of deferred financing costs	2,977		3,901		12,241
Loss on change in fair value of derivative liabilities	52,169		528,254		367,798
Loss on extinguishment of debt	–		–		34,871
Stock-based compensation	–		–		99,598
Changes in operating assets and liabilities:
Due from/to related parties	(921	)	–		(17,582	)
Accounts payable	(2,359	)	20,693		33,405
Accrued liabilities	7,174		4,080		16,756
Net Cash Used In Operating Activities	(50,578	)	(81,861	)	(707,788	)
Investing Activities
Acquisition of property and equipment	–		–		(155,816	)
Net cash acquired on acquisition of subsidiary	–		–		6,755
Net Cash Used In Investing Activities	–		–		(149,061	)
Financing Activities
Advances from related party	–		–		348,482
Proceeds from issuance of convertible debt	53,500		35,000		221,000
Deferred financing costs	(3,000	)	–		(13,500	)
Proceeds from issuance of common stock	–		–		278,701
Net Cash Provided By Financing Activities	50,500		35,000		834,683
Effect of Exchange Rate Changes on Cash	–		–		22,479
Change in Cash	(78	)	(46,861	)	313
Cash, Beginning of Period	391		51,518		–
Cash, End of Period	313		4,657		313
Non-cash Investing and Financing Activities:
Share issued upon conversion of debt	54,900		–		109,900
Fair value of beneficial conversion options upon     conversion of debt recorded as additional paid-in capital	159,821		–		354,468
Fair value of beneficial conversion options of convertible debt	32,500		–		100,125
Supplemental Disclosures:
Interest paid	–		–		–
Income taxes paid	–		–		–

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

F-3

CONVENIENCE TV INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)

1.	Basis of Presentation
	The accompanying financial statements of Convenience TV Inc. (the “Company”) should be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.
	The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
	These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2012, the Company has not generated significant revenue, has a working capital deficit of $320,080, and has an accumulated deficit of $1,581,373 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.	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

			September 30,	March 31,
			2012	2012
		Accumulated	Net Carrying	Net Carrying
	Cost	Amortization	Value	Value
	$	$	$	$
Computer equipment	16,147	16,147	–	–
Equipment	139,669	139,669	–	305
	155,816	155,816	–	305

4.	Convertible Debt
	(a)	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.

F-4

CONVENIENCE TV INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)

4.	Convertible Debt (continued)
	In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $29,105 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. On July 13, 2011, the Company recorded a derivative liability of $60,250 and a further discount of $13,395 which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $42,500. As at September 30, 2012, $42,500 had been accreted increasing the carrying value of the convertible note to $42,500. During the six months ended September 30, 2012, the Company issued 154,062,251 shares of common stock pursuant to the conversion of $42,500 and accrued interest of $3,400. During the six months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $15,269.
	(b)	On July 26, 2011, the Company issued a $37,500 convertible note which bears interest at 8% per annum and matured on April 30, 2012. The note is convertible into shares of common stock 180 days after the date of issuance (January 22, 2012) at a conversion rate of 58% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.
		In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $37,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $37,500.
		On October 6, 2011, the conversion rate was amended to be 35% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date of conversion. In accordance with ASC 470-60, “Debt - Troubled Debt Restructurings by Debtors”, the Company determined that the creditor did not grant a concession as the only modification to the debt was the decrease in the conversion price. The modification was then analyzed under ASC 470-50, “Debt - Modifications and Extinguishments”. The change of the fair value of the conversion feature was greater than 10% of the carrying value of the debt. As a result, in accordance with ASC 470-50, the Company deemed the terms of the amendment to be substantially different and treated the July 26, 2011 convertible note extinguished and exchanged for new convertible note. The Company recorded a loss on extinguishment of debt of $34,871.
		Prior to the modification, the Company recorded $2,629 of accretion expense related to the original convertible debt, and the carrying value of the original note was $2,629 at October 6, 2011. In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $37,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the modified convertible note. The Company records accretion expense over the term of the modified convertible note up to its face value of $37,500. As at September 30, 2012, the Company recorded $37,500 of accretion expense related to the modified convertible note increasing the carrying value of the convertible note to $37,500.
		On January 22, 2012, the Company recorded a derivative liability of $37,500. During the six months ended September 30, 2012, the Company issued 52,916,667 shares of common stock pursuant to the conversion of $9,000. During the six months ended September 30, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $5,821 and as of September 30, 2012, the fair value of the conversion option derivative liability was $69,647.
	(c)	On October 12, 2011, the Company issued a $32,500 convertible note which bears interest at 8% per annum and matured on July 17, 2012. The note is convertible into shares of common stock 180 days after the date of issuance (April 10, 2012) at a conversion rate of 35% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.
		In accordance with ASC 470-20, “Debt with Conversion and Other Options”, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $32,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. The Company records accretion expense over the term of the convertible note up to its face value of $32,500. As at September 30, 2012, $32,500 had been accreted increasing the carrying value of the convertible note to $32,500.

F-5

CONVENIENCE TV INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)

4.	Convertible Debt (continued)
	On April 10, 2012, the Company recorded a derivative liability of $32,500. During the six months ended September 30, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $46,922 and as of September 30, 2012, the fair value of the conversion option derivative liability was $79,422.
	(d)	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.
		On September 25, 2012, the Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $32,500 with an equivalent discount on the convertible debt. The Company records accretion expense over the term of the convertible note up to its face value of $32,500. As at September 30, 2012, $554 had been accreted increasing the carrying value of the convertible note to $554. During the six months ended September 30, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $26,337 and as of September 30, 2012, the fair value of the conversion option derivative liability was $58,837.
	(e)	On June 11, 2012, the Company issued a $14,000 convertible note which bears interest at 8% per annum and matures on March 13, 2013. The note is convertible into shares of common stock 180 days after the date of issuance (December 8, 2012) at a conversion rate of 45% of the average of the three lowest closing bid prices of the Company’s common stock for the ten trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. Upon an event of default, the entire principal balance and accrued interest outstanding is due immediately, and interest shall accrue on the unpaid principal balance at 22% per annum.
	(f)	On August 15, 2012, the Company issued a $7,000 convertible note which bears interest at 8% per annum and matures on May 17, 2013. The note is convertible into shares of common stock 180 days after the date of issuance (February 11, 2013) 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.
	(g)	The Company paid $13,500 in financing costs relating to the above convertible debt. As at September 30, 2012, the Company had deferred financing costs of $1,259 (March 31, 2012 – $1,236).
5.	Derivative Liabilities
	The conversion options of the convertible debt disclosed in Notes 4(a), (b), (c) and (d) 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 January 14, 2011, July 26, 2011, October 12, 2011 and March 29, 2012 convertible notes were $60,250, $37,500, $32,500, and $32,500 on vesting, respectively. The fair values as at September 30, 2012 and March 31, 2012, are as follows:

	September 30,	March 31,
	2012	2012
	$	$
$42,500 convertible debenture issued January 14, 2011	–	147,399
$37,500 convertible debenture issued July 26, 2011	69,647	103,159
$32,500 convertible debenture issued October 12, 2011	79,422	–
$32,500 convertible debenture issued March 29, 2012	58,837	–
	207,906	250,558

F-6

CONVENIENCE TV INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)

5.	Derivative Liabilities (continued)
	During the six months ended September 30, 2012, the Company recorded a loss on the change in fair value of the derivative liabilities of $52,169 (2011 – $528,254).
	The Company uses the Black-Scholes option pricing model to calculate the fair values of the derivative liabilities. The following table shows the assumptions used in the calculations:

		Risk-free	Expected	Expected
	Expected	Interest	Dividend	Life (in
	Volatility	Rate	Yield	years)
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
As at September 30, 2012	–	–	–	–
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
As at September 30, 2012	318%	0.10%	0%	0.25
October 12, 2011 convertible note:
As at April 10, 2012 (date of vesting)	364%	0.09%	0%	0.27
As at September 30, 2012	318%	0.10%	0%	0.25
March 29, 2012 convertible note
As at September 25, 2012 (date of vesting)	296%	0.11%	0%	0.27
As at September 30, 2012	316%	0.10%	0%	0.26

6.	Related Party Transactions
	(a)	As at September 30, 2012, the Company is owed $19,161 (March 31, 2012 – $19,161) from a company under common control which is unsecured, non-interest bearing and due on demand.
	(b)	As at September 30, 2012, the Company owes $1,500 (March 31, 2012 – $2,500) to the President of the Company, which is unsecured, non-interest bearing and due on demand.
	(c)	As at September 30, 2012, the Company owes $79 (March 31, 2012 - $nil) to the Chief Financial Officer of the Company, which is unsecured, non-interest bearing and due on demand.
	(d)	During the six months ended September 30, 2012, the Company paid $nil (2011 - $15,000) in management fees to a company controlled by the President of the Company.
	(e)	During the six months ended September 30, 2012, the Company paid $454 (2011 - $15,000) in management fees to the Chief Financial Officer of the Company.
7.	Common Stock
	Share transactions for the six month period ended September 30, 2012:
	(a)	On April 16, 2012, the Company issued 8,474,576 shares of common stock pursuant to the conversion of $5,000 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $16,398 on the date of conversion and was recorded as additional paid-in capital.
	(b)	On April 25, 2012, the Company issued 6,250,000 shares of common stock pursuant to the conversion of $3,000 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $8,847 on the date of conversion and was recorded as additional paid-in capital.
	(c)	On May 3, 2012, the Company issued 9,722,222 shares of common stock pursuant to the conversion of $3,500 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $9,848 on the date of conversion and was recorded as additional paid-in capital.

F-7

CONVENIENCE TV INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)

7.	Common Stock (continued)
	(d)	On May 17, 2012, the Company issued 8,974,359 shares of common stock pursuant to the conversion of $3,500 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $9,100 on the date of conversion and was recorded as additional paid-in capital.
	(e)	On May 24, 2012, the Company issued 6,060,606 shares of common stock pursuant to the conversion of $2,000 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $6,265 on the date of conversion and was recorded as additional paid-in capital.
	(f)	On May 31, 2012, the Company issued 9,333,333 shares of common stock pursuant to the conversion of $2,800 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $8,826 on the date of conversion and was recorded as additional paid-in capital.
	(g)	On June 11, 2012, the Company issued 15,862,069 shares of common stock pursuant to the conversion of $4,600 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $14,957 on the date of conversion and was recorded as additional paid-in capital.
	(h)	On June 18, 2012, the Company issued 18,275,862 shares of common stock pursuant to the conversion of $5,300 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $15,516 on the date of conversion and was recorded as additional paid-in capital.
	(i)	On June 27, 2012, the Company issued 18,095,238 shares of common stock pursuant to the conversion of $3,800 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $10,493 on the date of conversion and was recorded as additional paid-in capital.
	(j)	On July 16, 2012, the Company issued 21,923,077 shares of common stock pursuant to the conversion of $5,700 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $20,496 on the date of conversion and was recorded as additional paid-in capital.
	(k)	On July 25, 2012, the Company issued 24,090,909 shares of common stock pursuant to the conversion of principal amount of $3,300 and accrued interest of $2,000 of the convertible note described in Note 4(a). The fair value of the conversion option was determined to be $11,384 on the date of conversion and was recorded as additional paid-in capital.
	(l)	On August 3, 2012, the Company issued 7,000,000 shares of common stock pursuant to the conversion of accrued interest of $1,400 of the convertible note described in Note 4(a).
	(m)	On September 10, 2012, the Company issued 26,250,000 shares of common stock pursuant to the conversion of $4,200 of the convertible note described in Note 4(b). The fair value of the conversion option was determined to be $15,121 on the date of conversion and was recorded as additional paid-in capital.
	(n)	On September 19, 2012, the Company issued 26,666,667 shares of common stock pursuant to the conversion of $4,800 of the convertible note described in Note 4(b). The fair value of the conversion option was determined to be $12,570 on the date of conversion and was recorded as additional paid-in capital.
8.	Stock Options
	A summary of the Company’s stock option activity is as follows:

		Weighted
		Average	Aggregate
		Exercise	Intrinsic
	Number of	Price	Value
	Options	$	$
Outstanding and exercisable, March 31, 2012 and September 30, 2012	4,000,000	0.0024	–

As at September 30, 2012, the weighted average remaining contractual life was 1.1 years.

F-8

CONVENIENCE TV INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)

9.	Commitment
	On May 1, 2012, the Company entered into a joint venture agreement with Autumn Peach Worldwide Inc. (“Autumn Peach”), a British Virgin Islands corporation, wherein the parties agreed to create a joint venture to market and distribute Culinary Truths brand products and to provide digital marketing devices to promote sales. Autumn Peach is in the business of producing natural spices under the brand name of Culinary Truths and wishes to market and distribute the products in North America. Pursuant to the terms of the joint venture agreement, the Company will receive a commission of 10% for products sold and will pay Autumn Peach 20% of the net billing advertising revenue. The initial term of the joint venture agreement is 5 years, with annual renewals based upon mutually acceptable terms.
10.	Subsequent Event
	Subsequent to September 30, 2012, the Company converted $8,000 of the convertible note payable described in Note 4(b) into 99,166,779 shares of the Company’s common stock.

F-9

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

FORWARD-LOOKING STATEMENTS

This quarterly 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 "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" 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 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 quarterly 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 quarterly 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 the acquisition of C-Store Networks LLC. Our statutory registered agent is National Registered Agents Inc. of Nevada 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 877-943-3210.

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 preferred stock remains unchanged.

Our Current Business

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

On May 1, 2012, we entered into a joint venture agreement with Autumn Peach Worldwide Inc., a British Virgin Islands corporation, wherein the parties are mutually interested in creating 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.

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Pursuant to the terms of the joint venture agreement, the parties have agreed to that our company will receive a commission of 10% per sale for products sold by us or our affiliates, that our company will supply its expertise in screen placement within the designated locations, that Autumn Peach’s distributors will be responsible for the ordering and payment of equipment as required, that we will pay Autumn Peach 20% of the net billing advertising revenue, and that the initial term of the joint venture agreement shall be 5 years, with annual renewals based upon mutually acceptable terms.

Results of Operations

For the three and six month periods ended September 30, 2012 and September 30, 2011

		Three Months Ended						Six Months Ended
		September 30,						September 30,
		2012			2011			2012			2011
Revenue	$	Nil		$	Nil		$	Nil		$	6,628
Operating Expenses	$	19,313		$	61,837		$	46,825		$	131,478
Net Income (Loss)	$	(114,135	)	$	(613,536	)	$	(151,168	)	$	(744,711	)

Revenues

During the three months ended September 30, 2012 we earned $Nil in revenues and incurred a net loss of $114,135 compared to a net loss of $613,536 for the three months ended September 30, 2011. During the six months ended September 30, 2012 we earned $Nil in revenues and incurred a net loss of $151,158 compared to a net loss of $744,711 for the three months ended September 30, 2011.

Expenses

Operating expenses for three month period ended September 30, 2012 decreased by 69% as compared to the comparative period in 2011 primarily as a result of decreased amortization of property and equipment, consulting fees, management fees, network management, office and general, professional fees and transfer agent and filing fees. Operating expenses for six month period ended September 30, 2012 decreased by 64% as compared to the comparative period in 2011 primarily as a result of decreased amortization of property and equipment, management fees, network management, office and general, professional fees and transfer agent and filing fees.

		Three Months Ended					Six Months Ended
		September 30,					September 30,
		2012		2011			2012		2011
Amortization of property and equipment	$	Nil	$	10,693		$	305	$	22,296
Consulting fees	$	Nil	$	6,000		$	6,000	$	6,000
Foreign exchange loss (gain)	$	345	$	(75	)	$	282	$	(75	)
Investor relations	$	Nil	$	Nil		$	135	$	Nil
Management fees	$	Nil	$	9,000		$	454	$	30,000
Network management	$	Nil	$	15,868		$	918	$	30,038
Office and general	$	313	$	1,004		$	1,345	$	2,636
Professional fees	$	11,386	$	12,236		$	28,634	$	30,409
Transfer agent and filing fees	$	7,112	$	7,074		$	8,514	$	9,994
Travel and promotion	$	157	$	10		$	238	$	180

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Liquidity and Capital Resources

Working Capital

		At			At
		September 30,			March 31,
		2012			2012
Current Assets	$	19,474		$	19,552
Current Liabilities	$	339,554		$	370,967
Working Capital (Deficit)	$	(320,080	)	$	(351,415	)

Cash Flows

		Six Months			Six Months
		Ended			Ended
		September 30,			September 30,
		2012			2011
Net Cash used in Operating Activities	$	(50,578	)	$	(81,861	)
Net Cash provided by (used in) Investing Activities	$	Nil		$	Nil
Net Cash provided by Financing Activities	$	50,500		$	35,000
Cash – End of Period	$	313		$	4,657

On May 5, 2010 we closed the acquisition of C-Store Network, LLC and have since adopted the business of C-Store Network, LLC, which is now our wholly owned subsidiary. We anticipate that we will meet our ongoing cash requirements by retaining income as well as through equity or debt financing. We plan to cooperate with various individuals and institutions to acquire the financing required to produce and distribute our products and anticipate this will continue until we accrue sufficient capital reserves to finance all of our productions independently.

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.

Specifically, we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Description	Estimated	Estimated
	Completion	Expenses
	Date	($)
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

We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place 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.

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Off-Balance Sheet Arrangements

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

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

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.

Revenue Recognition

We recognize revenue in accordance with ASC 604, “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 collectibility is reasonably assured.

Impairment of Long-lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, we test 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.

Recent Accounting Pronouncements

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

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Item 3. Quantitative and Qualitative Disclosure about Market Risk

We are a smaller reporting company and are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) concluded that our disclosure controls were not effective as of the end of the period covered by this report.

Changes in Internal Controls

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

We are a smaller reporting company and are not required to provide the information under this item.

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

On July 16, 2012, we issued 21,923,077 shares of common stock pursuant to the conversion of $5,700 of a convertible note. The fair value of the conversion option was determined to be $20,496 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.

On July 25, 2012, we issued 24,090,909 shares of common stock pursuant to the conversion of principal amount of $3,300 and accrued interest of $2,000 of a convertible note. The fair value of the conversion option was determined to be $11,384 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.

On August 3, 2012, we issued 7,000,000 shares of common stock pursuant to the conversion of accrued interest of $1,400 of a convertible note. These shares were issued pursuant to an exemption from registration relying on Section 4(2) of the Securities Act of 1933.

8

On September 10, 2012, we issued 26,250,000 shares of common stock pursuant to the conversion of $4,200 of a convertible note. The fair value of the conversion option was determined to be $15,121 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.

On September 19, 2012, we issued 26,666,667 shares of common stock pursuant to the conversion of $4,800 of a convertible note. The fair value of the conversion option was determined to be $12,570 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.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. 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

9

Exhibit	Document Description
No.
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Norman Knowles
31.2*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Greg Trevor
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of Norman Knowles
32.2*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of Greg Trevor
101**	Interactive Data Files
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.

10

SIGNATURES

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

	CONVENIENCE TV INC.
Date: November 19, 2012	/s/ Norman Knowles
	Norman Knowles
	President and Director
	(Principal Executive Officer)
Date: November 19, 2012	/s/ Greg Trevor
	Greg Trevor
	Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Financial Officer and Principal Accounting
	Officer)

11