UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K/A





(Mark
One)





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended September 30, 2009





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





For the
transition period from ______________to ____________





Commission
File Number 333-127597





THRIVE
WORLD WIDE, INC.


(Name of
small business issuer in its charter)





Nevada
                  20-2725030(State
      or other jurisdiction of incorporation or
                    organization)
                  (I.R.S.
      Employer Identification No.)638 Main Street, Lake Geneva,
      Wisconsin
                  53147(Address
      of principal executive offices)
                  (Zip
      Code)





Issuer’s
telephone number(262)
749-0373





Securities
registered under Section 12(b) of the Exchange Act:None





Securities
registered under Section 12(g) of the Exchange Act:Yes





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.   ̈





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes x No  ̈





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





The
issuer’s revenue for the most recent fiscal year ended September 30, 2009 was
$ -0-.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates was $2,800,000 as of September 30, 2009, based upon the per share
closing sale price of $0.40 on such date.





As of
December 31, 2009, there were outstanding 27,050,000 shares of the registrant’s
common stock, $.001 par value per share.





Form
10-K/A


For
the Fiscal Year Ended September 30, 2009





TABLE
OF CONTENTS





PagePART
      IItem 1.  
      Description
      of Business
                                                                
                                                                3Item 2  Description
      of Property
                                                                
                                                                4Item
      3.  
      Legal
      Proceedings
                                                                
                                                                4Item
      4.   Submission
      of Matters to a Vote of Security
    Holders
                                                                
                                                                4PART
      IIItem
      5.   Market
      for Common Equity and Related Stockholder
      Matters
                                                                
                                                                5Item
      6.   Management’s
      Discussion and Analysis
                                                                
                                                                6Item
      7.   Financial
      Statements
                                                                
                                                                11Item
      8.   Changes
      In and Disagreements With Accountants on Accountingand
      Financial Disclosure
                                                                
                                                                23Item
      8A.Controls and Procedures
                                                                
                                                                23PART
      IIIItem
      9.   Directors, Executive Officers, Promoters, Control Persons
      andCorporate
      Governance; Compliance With Section 16(a)of
      the Exchange Act
                                                                
                                                                23Item
      10.  Executive Compensation
                                                                
                                                                24Item
      11.  Security Ownership of Certain Beneficial Owners and
      Managementand
      Related Stockholder Matters
                                                                
                                                                25Item
      12.  Certain Relationships and Related Transactions, and
      Director Independence
                                                                
                                                                26Item
      13.  Exhibits
                                                                
                                                                26Item
      14.  Principal Accountant Fees and
      Services
                                                                
                                                                27




2


Form
10-K/A


For
the Fiscal Year Ended September 30, 2009





PART
I





Forward
Looking Statement





This
Annual Report on Form 10-K/A contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
regarding our expectations, beliefs, intentions or future strategies that are
signified by the words “expects,” “anticipates,” “intends,” “believes,”
“estimates” or similar language. All forward-looking statements included in this
document are based on information available to us on the date hereof. We caution
investors that our business and financial performance and the matters described
in these forward-looking statements are subject to substantial risks and
uncertainties. For further information regarding these risks and uncertainties,
please refer to publicly available documents that we have filed with the
Securities and Exchange Commission (the “SEC”). Because of these risks and
uncertainties, some of which may not be currently ascertainable and many of
which are beyond our control, actual results could differ materially from those
projected in the forward-looking statements. Deviations between actual future
events and our estimates and assumptions could lead to results that are
materially different from those expressed in or implied by the forward looking
statements. We do not intend to update these forward looking statements to
reflect actual future events.  The terms “Thrive,” “Thrive World Wide,”
“we,” “us,” “our,” and the “Company” refer to Thrive World Wide,
Inc.





Item
1.


Description
of Business.





Prior to
July 26, 2008, the Company was known as Z Yachts, Inc., the successor of a
limited liability company founded in December 2002 in the state of Georgia which
then became a corporation on April 8, 2005 in the State of Nevada. Z Yachts,
Inc. was a full-service brokerage company that served both recreational boaters
and the marine industry and had as its primary business the brokerage sale of
new and previously-owned recreational vessels.





On July
26, 2008, the Company determined that it would no longer operate as a broker for
the sale of new and previously owned recreational vessels. Instead, from and
after July 26, 2008, the Company’s board of directors agreed to adopt a business
plan of developing cancer detection technologies and to change its name to
Boveran Diagnostics, Inc. in light of its new change in business. Although it
had not yet done so, the Company’s strategy had since been to acquire
established pathology laboratories and medical diagnostic companies and
introduce new automation and cancer detection technologies to the marketplace.
The Company believed that it was not going to be able to raise sufficient
capital to make the cancer detection business self-sustaining in a meaningful
manner which would significantly add to shareholder value. The Company's board
of directors then decided in the latter part of May of 2009 to wind down the
cancer research operation and terminate its letter of intent to acquire the
operations of one or more pathology labs. In late May of 2009, the Company
entered into a binding letter of intent with STB Telemedia, Inc., its successors
and assign, to acquire the business of STB Telemedia, Inc. and to operate a
joint venture with the Company for a period which would allow management and the
operational teams to become acquainted and comfortable with each other and to
determine the fit and focus of their operations and to provide sufficient time
to conduct due diligence by each party. The joint venture has been ongoing
through the end of the period covered by this report.





In
furtherance of the new business plan, the Company’s board of directors, on July
16, 2009, approved the resignations of Anthony Welch as Chief Executive Officer,
President, Chief Financial Officer, Treasurer, Secretary and director of the
Company, effective on July 16, 2009.


3


The
Company also accepted the resignation of Jason C. Eck and Regina Weller as
directors on July 26, 2009.  On this same date, the Company’s board of
directors appointed Andrew J. Schenker, as Chief Executive Officer, Chief
Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer
and director of the Company to be effective immediately upon the aforementioned
resignations, which were presented and accepted by the Company on July 16,
2009.





Item
2.


Description
of Property.





Our
corporate office is maintained at 638 Main Street, Lake Geneva, Wisconsin 53147.
Our corporate office is in good condition, and we believe that this facility is
adequate to meet our current needs and is sufficient to conduct our operations.





Item
3.


Legal
Proceedings.





We are
not a party to any proceedings or threatened proceedings as of the date of this
filing.





Item
4.


Submission
of Matters to a Vote of Security Holders.





The
following matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report:





On August
10, 2009, the Company’s board of directors believed it was in the best interest
of the Company to issue shares of the Company's common stock to the following
individuals in consideration of the conversion into stock of certain notes
payable by the Company (as more fully described in Note 9 to the financial
statements, common stock in consideration for such debt cancellation was as
follows:  One Million Shares (1,000,000) to Waters Edge Advisors;
Eight Hundred Thousand Shares (800,000) to John Burke; and Five Hundred
Thousand  Shares (500,000) to Anthony Finn;  Seven Hundred
and Fifty Thousand Shares (750,000) to Steven A Horowitz; and a corresponding
charge was made to common stock.





On July
26, 2009, the Company’s majority stockholders executed a formal joint venture
limited liability company operating with STB Telemedia, Inc., and a letter of
intent to merge the companies together. As of the date of the end of the period
reported herein, the merger had not yet closed despite the fact that the
companies had operated together for a period of time which was believed to be
sufficient to complete the due diligence. As a result of the illness of one of
the principals of the joint venture company, due diligence was suspended until
the date hereof. It had been anticipated that the time was going to be
sufficient to perform adequate due diligence, however, the merger has not yet
occurred as of the date of the end of the period covered by this report and the
joint venture has been accounted for herein.. The original term sheet ("Term
Sheet”) with STB Telemedia, Inc., with respect to a proposed transaction, was to
close at a time to be determined in the future whereby certain selling
shareholders of the Company would sell a controlling interest in the Company to
STB Telemedia, Inc., and STB Telemedia, Inc., would merge with the Company.
Pursuant to such Term Sheet, STB Telemedia, Inc., would assume certain accounts
payable and shareholder loans of the Company and certain principals of the
Company would exchange the principal amount of loans they have made to the
Company for an aggregate of 591,000 shares of the Company’s common stock.
Pursuant to such Term Sheet, STB Telemedia, Inc., would purchase 18,400,000
shares of common stock for a total purchase price of $792,510 with cash and
assets. Further, other than the shares proposed to be sold to STB Telemedia,
Inc., no more than 9,200,000 shares of the Company’s common stock would be
outstanding at the time of the closing of the proposed transaction. The proposed
transaction is subject to the negotiation and execution of a Stock Purchase
Agreement and related documentation and satisfaction of all terms and conditions
to be detailed therein.


4


On July
31, 2009, in support of its new business plan, the Company’s directors and the
majority stockholders approved to amend the Company’s certificate of
incorporation to change the name of the Company to Thrive World Wide, Inc. The
certificate of amendment was filed with the Nevada Secretary of State on
September 2, 2009, with an effective date of September 28, 2009 granted
Financial Industry Regulatory Authority ("FINRA").





On July
31, 2009, the Company’s directors and the majority stockholders approved to
amend the Company’s certificate of incorporation to change the name of the
Company to Thrive World Wide, Inc., to reauthorize Two Hundred Million
(200,000,000) shares of common stock, $.001 par value per share of common stock,
and to authorize Ten Million (10,000,000) shares of preferred stock, $.001 par
value per share of preferred stock.





PART
II





Item
5.


Market
for Common Equity and Related Stockholder Matters.





Market
Information





On
September 28, 2009, our symbol was changed from “BOVD” to
“TWWI",   in conjunction with our change of name from Boveran
Diagnostics, Inc. to Thrive World Wide, Inc.  Our common stock was first
cleared for quotation on the OTCBB under the symbol “ZYAT” on December 6, 2007.
 Prior to that, there was no market for our common stock.





Holders
of Record





As of
September 30, 2009 we had forty-Eight (48) registered holders of our common
stock.





Dividend
Policy





There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:





1. We
would not be able to pay our debts as they become due in the usual course of
business; or


2. Our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.


5


We have
not declared any cash dividends on our common stock since our inception and do
not anticipate paying such dividends in the foreseeable future.  We plan to
retain any future earnings for use in our business.  Any decisions as to
future payments of dividends will depend on our earnings and financial position
and such other facts, as our board of directors deems relevant.  There are
no present loan agreements or other agreements that impose any restrictions on
the payment of dividends.





Unregistered
Sales of Equity Securities





On
January 1, 2009, the Company’s board of directors agreed that certain debt
holders of the Company were holding debt of the Company for such a prolonged
period of time, with very little, if any prospect for the repayment thereof and
therefore, agreed that such debt would be convertible to equity as of January 2,
2009 and thereafter.  We have claimed an exemption from registration
afforded by Section 4(2) of the Securities Act because of the limited number of
persons involved in each transaction, our previous relationship with the
recipients, the access of such person to information about us that would have
been available in a public offering and the absence of any public solicitation
or advertising.  Also, the recipients took the securities for investment
and not resale and we took appropriate measures to restrict
transfer.





Item
6.


Management’s
Discussion and Analysis.





You
should read the following Management’s Discussion and Analysis together with our
financial statements and notes to those financial statements included elsewhere
in this report. This discussion contains forward-looking statements that are
based on our management’s current expectations, estimates and projections about
our business and operations. Our actual results may differ from those currently
anticipated and expressed in such forward-looking statements. The terms “Thrive”
“we,” “us,” “our,” and the “Company” refer to Thrive World Wide,
Inc.





Overview





Prior to
July 26, 2008, the Company was known as Z Yachts, Inc., the successor of a
limited liability company founded in December 2002 in the state
of  Georgia which then became a corporation on April 8, 2005 in the
State of Nevada. Z Yachts, Inc. was a full-service brokerage company that served
both recreational boaters and the marine industry and had as its primary
business the brokerage sale of new and previously-owned recreational
vessels.





On July
26, 2008, the Company determined that it would no longer operate as a broker for
the sale of new and previously owned recreational vessels. Instead, from and
after July 26, 2008, the Company’s board of directors agreed to adopt a business
plan of developing cancer detection technologies and to change its name to
Boveran Diagnostics, Inc in light of its new change in business. The Company’s
board of directors then abandoned those operations and subsequently established
a new line of business for the Company and then formulated a new business model
of creating, marketing and licensing new media technologies. Along those lines,
the Company has entered into the letter of intent and the joint venture
agreement set forth below to accomplish that objective.





On May 18, 2009, the Company entered
into a Binding Letter of Intent to acquire 100% of the stock of STB Telemedia
and we intend to grow our existing organization by obtaining financing and
acquiring new technologies in the Multi-media sector and to develop them and to
bring them to the marketplace.  On July 16th, the Company, in furtherance of their
Letter of Intent “LOI” to merge with STB Telemedia, Inc., entered into a joint
venture agreement (the “Joint Venture LLC”).  The joint venture was
created by means of the formation of an LLC to operate the business of STB
Telemedia under the auspices of the Company as a co-owner thereof.  It
is the intention of both the Company and STB Telemedia, Inc., to complete the
merger transaction as set
forth in the LOI .  There has been an extension to the merger and the
LOI which will allow the merger to take place in the second
quarter.





Results
of Operations For The Year Ended September 30, 2009 Compared to the Year Ended
September 30, 2008





The
income from our business of cancer development technologies for the twelve
months ended September 30, 2009 was $0. This was a decrease of $247,023 or 100%,
as compared to brokerage income of $247,023 for the twelve months ended
September 30, 2008. The decrease in income was due to the disposition of the
brokerage business and also from a change in our business model from that of a
full-service brokerage company to a cancer detection technology company and the
subsequent conversion to a joint venture partner in the multimedia, marketing
and communications sector.





General
and administrative expenses for the twelve months ended September 30, 2009 were
$154,985. This was a decrease of $320,996, or 73%, as compared to general and
administrative expenses of $575,981 for the twelve months ended September 30,
2008. This decrease was primarily attributable to a decrease in professional
fees.





Depreciation
expense for the twelve months ended September 30, 2009 was $0. This is a
decrease of $3,653, or 100%, as compared to depreciation expense of $3,653 for
the twelve months ended September 30, 2008. The decrease in depreciation expense
was due to a reduction in fixed assets.





Interest
expense for the twelve months ended September 30, 2009 was $34,181. This is a
decrease of $2,573, or 7%, as compared to interest expense of $36,754 for the
twelve months ended September 30, 2008. The decrease in interest expense is due
to a decrease in outstanding bank debt.


6


Other
income for the twelve months ended September 30, 2009 was $67,144.  This
was an increase of $10,541, or 18.6%, as compared to other income of $56,603 for
the twelve months ended September 30, 2008.  The increase is primarily
attributable to the receipt of debt forgiveness income.





We had
net loss of $121,222 (or basic and diluted loss per share of $0.00) for the
twelve months ended September 30, 2009, as compared to net loss of $451,593 (or
basic and diluted loss per share of $0.03) for the twelve months ended September
30, 2008.  The decrease in net loss was primarily due to the decrease in
general and administrative expenses, primarily professional fees.





Liquidity
and Capital Resources





As of
September 30, 2009, we had total current assets of $9,752 consisting of amounts
due to the Company from its joint venture partner.





As of
September 30, 2009, we had total current liabilities of $1,040,121 consisting of
loans from stockholders of $745,376, bank lines of credit of $95,636, accrued
expenses of $25,422, a note payable of $30,000 which is in default (discussed
below), accounts payable of $143,687. Accrued expenses consisted of credit card
liabilities and accrued interest. See “Item 12, entitled, Certain Relationships
and Related Transactions” for a discussion regarding the loans from stockholders
and accounts payable to related parties.





We had
negative working capital of $1,030,369 as of September 30, 2009. The ratio of
current assets to current liabilities was 0.9% as of September 30,
2009.





Cash
flows from operations were not sufficient to fund our requirements during the
twelve months ended September 30, 2009. Our current cash requirements are
approximately $6,500 per month. To make up the short fall, we were advanced
monies from shareholders and a third party.





In
December 2008 we renegotiated and settled the outstanding balance on our line of
credit with Washington Mutual. As a result, Washington Mutual has agreed to
reduce the line of credit from $22,632 to $4,429 which has been paid in
full.





On July
6, 2007, we issued a promissory note in the amount of $42,430 to PCMS’ parent
company for PCMS to provide us with six months of regulatory compliance services
regarding periodic and other reports that we are required to file with the SEC.
 The note payable matured on January 6, 2008, and is currently in default,
in which event, we have agreed to confess or stipulate judgment against us for
all outstanding principal, unpaid interest and all other amounts due under the
note in any lawsuit filed by the holder, and the amount of the judgment will be
immediately due and payable. On July 6, 2009, we renegotiated the balance due to
PCMS and once payment was made they were to return 586,000 shares of issued
stock to the Company’s treasury.





We are
having difficulty meeting our current cash requirements as discussed above
regarding a note payable which is in default.  We estimate that we will
need to raise $100,000 of additional capital during the next twelve months in
order to meet our cash requirements and fund our operations.  To conserve
cash we do not pay salaries and benefits for management and have not yet
incurred any marketing or technology expenditures.


7


We plan
to obtain additional capital from the sale of our common stock or through
additional loans from our stockholders and if we are unsuccessful in such
efforts we will delay or curtail the new business direction of information
technology or seek a business combination or merger transaction.  At this
time, we have not secured or identified any additional financing. We do not have
any firm commitments or other identified sources of additional capital from
third parties or from our officers or directors or from shareholders. There can
be no assurance that additional capital will be available to us, or that, if
available, it will be on terms satisfactory to us. Any additional financing may
involve dilution to our shareholders. In the alternative, additional funds may
be provided from cash flow in excess of that needed to finance our day-to-day
operations, although we may never generate this excess cash flow. If we do not
raise additional capital or generate additional funds on terms satisfactory to
us, or at all, it could cause us to further delay, curtail, scale back or forgo
some or all of our operations such as withdrawing from the information
technology market or we could cease to exist.





Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
accounting principals generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of any contingent assets and liabilities. On an on-going
basis, we evaluate our estimates. We base our estimates on various assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or
conditions.





We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our financial
statements:





Revenue
Recognition





We
recognize revenue when persuasive evidence of an arrangement exists, services
have been rendered, the sales price is fixed or determinable, and collectability
is reasonably assured.





Income
Taxes





We
recognize deferred tax assets and liabilities based on differences between the
financial reporting and tax bases of assets and liabilities using the enacted
tax rates and laws that are expected to be in effect when the differences are
expected to be recovered.  We provide a valuation allowance for deferred
tax assets for which we do not consider realization of such assets to be more
likely than not.  During fiscal 2009, we incurred net losses and,
therefore, had no tax liability.  The net deferred tax asset generated by
the loss carry-forward has been fully reserved for.





Plan
of Operations for the Year Ending September 30, 2010





We intend
to move forward with our due diligence and concluded the merger with STB
Telemedia Inc.  We will develop the technological market that they
have already are involved in and will also be working hard on developing new
technologies and markets for similar products.





Risk
Factors





Our
financial condition and results of operations raise substantial doubt about our
ability to continue as a going concern.





As of
September 30, 2009, we had total stockholders’ deficit of $1,030,369, including
an accumulated operating deficit of $2,596,408. In addition, we incurred net
losses of $121,222 and $451,593 for the twelve months ended September 30, 2009
and 2008, respectively. Our ability to continue as a going concern is dependent
upon our ability secure additional funding and attaining profitable
operations.


8


We do not
have any commitments and have not identified sources of additional funding and
we cannot assure you that we will be able to attain or maintain profitable
operation. These conditions raise substantial doubt as to our ability to
continue as a going concern.




We
have losses which we expect to continue into the future and there is no
assurance our future operations will result in profitable revenues. If we cannot
generate sufficient revenues to operate profitably or we are unable to raise
additional funds, we may enter into a business combination which may ultimately
decrease shareholder value or cause us to cease operations.




We expect
to incur operating losses in future periods due to the change in our business of
information technologies from cancer detection technology. We cannot be sure
that we will be successful in generating revenues in the future and in the event
we are unable to generate sufficient revenues or raise additional funds we will
analyze all avenues of business opportunities. Management may consider a merger,
acquisition, joint venture, strategic alliance, a roll-up, or other business
combination to increase business and potentially increase the liquidity of the
Company. Such a business combination may ultimately fail, decreasing the
liquidity of the Company and shareholder value or cause us to cease operations,
and investors would be at risk to lose all or part of their investment in
us.




We
may incur debt to finance continued operation.




We may
borrow money from our executive management or third persons to fund our
operations. If indebtedness is incurred, a portion of our cash flow from
operations will be dedicated to the payment of interest and principal payments
on our indebtedness and the lenders may be granted a security interest in our
assets. There is no assurance that our cash flows will be sufficient to fund
total debt service requirements in the future.




We
have a short operating history from which to evaluate our
prospects.




On July
26, 2009, the Company determined that it would no longer operate its business as
cancer detection technology company. Instead, from and after July 26, 2009, the
Company’s board of directors agreed to adopt a business plan of marketing
multimedia, marketing and web based telecommunications technologies. Our new
planned operations are subject to the risks inherent in the establishment of a
new business enterprise including the ability to attract and retain management
and operating personnel, availability of adequate financing, management of daily
operations, implementation of communication and control systems, and acceptance
of new business methods. We do not have an adequate history of operations from
which to evaluate our performance.




We
are dependent upon certain key officers and employees.




Our
success is dependent upon the expertise and management decisions of Andrew J.
Schenker as Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, President, Secretary, Treasurer and a director of the
Company. The loss of services of Mr. Schenker could adversely affect our
financial condition and results of operations.




Our
Board of Directors is not independent.




We do not
have independent members of our Board of Directors or an Audit Committee or
Compensation Committee of our Board of Directors. There is a potential conflict
in that the members of the Board of Directors will be solely responsible for
establishing the compensation paid to themselves as officers and will be
responsible for selecting and compensating the auditor that will review our
financial records, which they are responsible for preparing.




The market for
our common stock is highly sporadic, illiquid and volatile.




On
September 28, 2009, our symbol was changed from “BOVD” to "TWWI" in conjunction
with our change of name from Boveran Diagnostics, Inc. to Thrive World Wide,
Inc. Our common stock was first cleared for quotation on the OTCBB under the
symbol “ZYAT” on December 6, 2007. Prior to that, there was no market for the
trading of our common stock.


9


The
trading price of our common stock has been volatile since it began trading and
will likely continue to be volatile. The trading price of our common stock may
fluctuate widely in response to various factors, some of which are beyond our
control. These factors include:





·


Quarterly
variations in our results of operations or those of our
competitors;


·


Announcements
by us or others about our business, development, significant contracts or
results of operations or other matters;


·


The
volume of shares of common stock available for public sale;


·


Sales of
stock by our stockholders; and





Additionally,
at present, we have a very limited number of shares in our public float, and as
a result, there could be extreme fluctuations in the price of our common stock
and the ability to buy and sell our shares could be impaired.





The application
of the “Penny Stock Regulations” could adversely affect the price of our common
stock.





Our
common stock is deemed a penny stock.  Penny stocks generally are equity
securities with a price of less than $5.00 per share other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
Stock Market.  The “penny stock rules” impose additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers and accredited investors (generally those with assets in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together
with their spouse).  For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser’s written consent to the
transaction prior to the purchase.  Additionally, the “penny stock rules”
require the delivery prior to the transaction, of a disclosure schedule
prescribed by the United States Securities and Exchange Commission relating to
the penny stock market.  The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities.  Finally, monthly statements
must be sent disclosing recent price information on the limited market in penny
stocks.  Consequently, the “penny stock rules” may restrict the ability of
broker-dealers to sell our securities and may have the effect of reducing the
level of trading activity of our Common Stock in the secondary
market.




10


Item
7.


Financial
Statements.





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Thrive
World Wide, Inc.


Lake
Geneva, WI





We have
audited the balance sheets of Thrive World Wide, Inc. as of September 30, 2009
and 2008 and the related statements of operations, changes in stockholders’
deficit and cash flows for each of the years in the two-year period ended
September 30, 2009 and 2008.  Thrive World Wide, Inc.’s management is
responsible for these financial statements.  Our responsibility is to
express an opinion on these financial statements based on our
audits.


We
conducted 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 obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control
over financial reporting.  Accordingly, we express no such opinion.
 An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, 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.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Thrive World Wide, Inc. as of
September 30, 2009 and 2008 and the results of its operations and its cash flows
for each of the years in the two-year period ended September 30, 2009 in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that Thrive World
Wide, Inc. will continue as a going concern.  As discussed in Note 2 to the
financial statements, Thrive World Wide, Inc. has suffered recurring losses from
operations and has a working capital deficit of $1,030,369, which raises
substantial doubt about its ability to continue as a going concern.
 Management’s plans regarding those matters are described in Note 2.
 The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.





/s/
D’Arcangelo & Co., LLP


January
19, 2010


Poughkeepsie,
New York


11





Thrive
World Wide, Inc.


Balance
Sheet


September
30, 2009 and 2008




September
      30,
                    2009
                  
                  
                  September
      30,
                    2008AssetsDue
      from STB Telemedia, Inc.
                  
                  $
                  9,752
                  
                  
                  $
                  -Escrow
      deposit
                  
                  
                  -
                  
                  
                  
                  4,245Other
      current asset
                  
                  
                  -
                  
                  
                  
                  50Total
      current assets
                  
                  $
                  9,752
                  
                  
                  $
                  4,295Liabilities
      and Stockholders’ DeficitBank
      overdraft
                  
                  $
                  -
                  
                  
                  $
                  535Accounts
      payable
                  
                  
                  143,687
                  
                  
                  
                  51,537Accounts
      payable- related parties
                  
                  
                  -
                  
                  
                  
                  73,846Accrued
      expenses
                  
                  
                  25,422
                  
                  
                  
                  55,271Loans
      from stockholders
                  
                  
                  745,376
                  
                  
                  
                  451,652Note
      payable
                  
                  
                  30,000
                  
                  
                  
                  40,430Bank
      line of credit
                  
                  
                  95,636
                  
                  
                  
                  243,221Total
      current liabilities
                  
                  
                  1,040,121
                  
                  
                  
                  916,492Stockholders'
      deficitPreferred
      stock, $.001 par value, 10,000,000 shares authorized, 0 issued and
      outstanding
                  
                  
                  -
                  
                  
                  
                  -Common
      stock, $.001 par value, 200,000,000 shares authorized, 27,050,000 and
      24,000,000issued
      and outstanding, respectively
                  
                  
                  27,050
                  
                  
                  
                  24,000Additional
      paid in capital
                  
                  
                  1,538,989
                  
                  
                  
                  1,538,989Accumulated
      deficit
                  
                  
                  (2,596,408
                  )
                  
                  
                  (2,475,186
                  )Total
      stockholders' deficit
                  
                  
                  (1,030,369
                  )
                  
                  
                  (912,197
                  )Total
      liabilities and stockholders' deficit
                  
                  $
                  9,752
                  
                  
                  $
                  4,295





The
accompanying notes are an integral part of these financial
statements.


12


Thrive
World Wide, Inc.


Statements
of Operations


Years
Ended September 30, 2009 and 2008




2009
                  
                  
                  2008Revenue
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      expensesGeneral
      and administrative
                  
                  
                  154,985
                  
                  
                  
                  575,981Depreciation
      expense
                  
                  
                  
                  
                  
                  
                  3,653Total
      operating expenses
                  
                  
                  154,985
                  
                  
                  
                  579,634Loss
      from operations
                  
                  
                  (154,985
                  )
                  
                  
                  (579,634
                  )Other
      income/(expense)Interest
      expense
                  
                  
                  (34,181
                  )
                  
                  
                  (36,754
                  )Other
      income
                  
                  
                  67,144
                  
                  
                  
                  56,603Total
      other income/(expense)
                  
                  
                  32,963
                  
                  
                  
                  19,849Loss
      from continuing operations before benefit from income
taxes
                  
                  
                  (120,022
                  )
                  
                  
                  (559,785
                  )Benefit
      from income taxes
                  
                  
                  -
                  
                  
                  
                  37,867Total
      loss from continuing operations
                  
                  
                  (521,918
                  )
                  
                  
                  (502,107
                  )Discontinued
      operationsIncome/(loss)
      from operations of discontinued brokerage business, net of income tax
      expense
                  
                  
                  (1,200
                  )
                  
                  
                  70,325Net
      loss
                  
                  $
                  (121,222
                  )
                  
                  $
                  (451,593
                  )Basic
      and diluted loss per share from continuing operations
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.03
                  )Basic
      and diluted income/(loss) per share from discontinued
      operations
                  
                  $
                  (0.00
                  )
                  
                  $
                  0.00Net
      basic and diluted loss per share
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.02
                  )Weighted
      average shares outstanding
                  
                  
                  24,469,589
                  
                  
                  
                  20,409,096





The
accompanying notes are an integral part of these financial
statements.


13


Thrive
World Wide, Inc.


Statements
of Cash Flows


Years
Ended September 30, 2009 and 2008




2009
                  
                  
                  2008Cash
      Flows From Operating ActivitiesNet
      loss
                  
                  $
                  (121,222
                  )
                  
                  $
                  (451,593
                  )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation
      expense
                  
                  
                  -
                  
                  
                  
                  3,653Debt
      forgiveness
                  
                  
                  (67,144
                  )
                  
                  
                  -Non-cash
      services paid with equity interest
                  
                  
                  -
                  
                  
                  
                  30,966Bills
      paid directly with debt issuance
                  
                  
                  89,531
                  
                  
                  
                  -Gain
      on sale of assets
                  
                  
                  -
                  
                  
                  
                  (10,000
                  )Changes
      in:Cash,
      escrow
                  
                  
                  -
                  
                  
                  
                  (11,500
                  )Escrow
      deposit
                  
                  
                  4,245
                  
                  
                  
                  (4,245
                  )Other
      current asset
                  
                  
                  50
                  
                  
                  
                  390,535Due
      From Thrive World Wide, LLC
                  
                  
                  (9,752
                  )
                  
                  
                  -Accounts
      payable
                  
                  
                  92,150
                  
                  
                  
                  (2,111
                  )Accounts
      payable - related parties
                  
                  
                  (38,907
                  )
                  
                  
                  12,851Accrued
      expenses
                  
                  
                  51,584
                  
                  
                  
                  23,451Net
      cash provided by operating activities
                  
                  
                  535
                  
                  
                  
                  15,572Cash
      Flows From Investing ActivitiesChange
      in cash, escrow
                  
                  
                  -
                  
                  
                  
                  (11,500
                  )Net
      cash used in investing activities
                  
                  
                  
                  
                  
                  
                  (11,500
                  )Cash
      Flows From Financing ActivitiesBank
      Overdraft
                  
                  
                  (535
                  )
                  
                  
                  535Proceeds
      from stockholders ' loans
                  
                  
                  -
                  
                  
                  
                  1,500Payments
      on note payable
                  
                  
                  -
                  
                  
                  
                  (1,000
                  )Net
      change in lines of credit
                  
                  
                  -
                  
                  
                  
                  (4,747
                  )Proceeds
      from sale of stock
                  
                  
                  -
                  
                  
                  
                  11,064Net
      cash provided by/(used in) financing activities
                  
                  
                  (535
                  )
                  
                  
                  47,030Net
      change in cash
                  
                  
                  -
                  
                  
                  
                  (175
                  )Cash
      at beginning of period
                  
                  
                  -
                  
                  
                  
                  175Cash
      at end of period
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental Disclosure of Cash Flow
      InformationIncome
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -Interest
                  
                  
                  -
                  
                  
                  
                  32,370


14


Supplemental Disclosure of
Cash Flow
Information





During
the fiscal year ended September 30, 2009, outstanding debt of $38,511, $10,430,
and $18,203 was forgiven on the Company's accounts payable/accrued expenses,
note payable, and Washington Mutual line of credit,
respectively.  These amounts have been excluded from the statements of
cash flows presented.





During
the fiscal year ended September 30, 2009, an outside third party purchased the
notes payable of two stockholders. Accordingly,  loans/related party
balances in the amount of $228,257 including capitalized interest of $23,257
have been reclassified to “Notes Payable” and the third party was issued a new
Note Payable for payment of other expenses on behalf of the Company in the
amount of $41,718.   This third party became a shareholder subsequent
to these transaction, thus the balances have been further reclassified to
shareholder notes payable. These amounts have been excluded from the statements
of cash flows presented.





During
the fiscal year ended September 30, 2009, a stockholder of the Company
personally assumed the outstanding debt and interest on a line of credit held by
the Company.  The total amount assumed on the line of credit was
$124,953 and interest of $3,264 was also assumed.  These amounts have
been excluded from the statements of cash flows presented.





During
the fiscal year ended September 30, 2009, a stockholder of the Company
personally assumed two stockholders loans/related party balances in the amount
of $200,947.  Additionally, this stockholder personally assumed
$10,429 of credit card debt held by the Company, a related party payable was
converted to a shareholder loan in the amount of $34,939 and personally paid
$47,813 of bills incurred by the Company.  These amounts have been
excluded from the statements of cash flows presented.





During
the fiscal year ended September 30, 2009, debt in the amount of $3,050 was
converted at par value to 3,050,000 shares of common stock. These amounts have
been excluded from the statements of cash flows presented.





During
the fiscal year ended September 30, 2008, the Company sold all of its fixed
assets to a stockholder of the Company for $6,927.  Consideration was
received through assumption of liabilities by the stockholder of $3,581 and
$3,346 through a partial release of the respective stockholder loan. These
amounts have been excluded from the statements of cash flows
presented.





The
accompanying notes are an integral part of these financial
statements.


15




Thrive
World Wide, Inc.


Statements
of Changes in Stockholders’ Deficit


Years
Ended September 30, 2009 and 2008




Common StockShares
                      
                      
                      Amount
                      
                      
                      AdditionalPaid-In
                        Capital
                      
                      
                      Accumulated
                        Deficit
                      
                      
                      TotalBalances
      @ October 1, 2007
                      
                      
                      19,572,027
                      
                      
                      $
                      19,572
                      
                      
                      $
                      1,508,840
                      
                      
                      $
                      (2,023,593
                      )
                      
                      $
                      (495,181
                      )Shares
      issued for services
                      
                      
                      4,427,973
                      
                      
                      
                      4,428
                      
                      
                      
                      26,568
                      
                      
                      
                      -
                      
                      
                      
                      30,996Assumption
      of liability by a shareholder
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,581
                      
                      
                      
                      
                      
                      
                      
                      3,581Net
      loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (451,593
                      )
                      
                      
                      (451,593
                      )Balances
      @ September 30, 2008
                      
                      
                      24,000,000
                      
                      
                      $
                      24,000
                      
                      
                      $
                      1,538,989
                      
                      
                      $
                      (2,475,186
                      )
                      
                      $
                      (912,197
                      )Shares
      issued for in debt conversion
                      
                      
                      3,050,000
                      
                      
                      
                      3,050
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,050Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (121,222
                      )
                      
                      
                      (121,222
                      )Balances
      @ September 30, 2009
                      
                      
                      27,050,000
                      
                      
                      $
                      27,050
                      
                      
                      $
                      1,538,989
                      
                      
                      $
                      (2,596,408
                      )
                      
                      $
                      (1,030,369
                      )





The
accompanying notes are an integral part of these financial
statements.


16


Thrive
World Wide, Inc.


Notes
to Financial Statements





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





From and
after July 26, 2009, the Company’s board of directors adopted a business plan of
information technologies and to change its name to Thrive World Wide, Inc. The
Company has entered into a LOI and plans to merge with STB Telemedia once proper
due diligence has been completed. Prior to July 26, 2009, the Company was known
as Bovern Diagnostics Inc,. From July 2008 to July 2009 it was in the business
of developing cancer detection technologies and treatments. Before July of 2008,
Z Yachts, Inc., the successor of a limited liability company founded in December
2002 in the state of Florida and became a corporation on April 8, 2005 in the
State of Nevada.. Z Yachts, Inc. was a full-service brokerage company that
served both recreational boaters and the marine industry and had as its primary
business the brokerage sale of new and previously-owned recreational
vessels.





Reclassifications


Certain
prior year amounts have been reclassified to confirm with the current year
presentation.





Use
of Estimates in Financial Statement Preparation


The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.




Cash
and Cash Equivalents


For
purposes of the statement of cash flows, Thrive World Wide, Inc. considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.  There were no cash equivalents as of
September 30, 2009.





Allowance
for Doubtful Accounts


Bad debt
expense is recognized based on management’s estimate of likely losses per year,
based on past experience and an estimate of current year uncollectible amounts.
 There was no allowance for doubtful accounts as of September 30,
2009.





Property
and Equipment


Property
and equipment are valued at cost.  Additions are capitalized and
maintenance and repairs are charged to expense as incurred.  Gains and
losses on dispositions of equipment are reflected in operations.
 Depreciation is provided using the straight-line method over the estimated
useful lives of the assets, which are three to seven years. As of September 30
2009 the Company has no property and equipment.





Income
Taxes


Thrive
World Wide, Inc. recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.  Thrive World
Wide, Inc. provides a valuation allowance for deferred tax assets for which it
does not consider realization of such assets to be more likely than
not.





Revenue
Recognition


Thrive
World Wide, Inc. recognizes revenue when persuasive evidence of an arrangement
exists, services have been rendered, the sales price is fixed or determinable,
and collectability is reasonably assured.




17




Impairment
of Long-Lived Assets


Thrive
World Wide, Inc. reviews the carrying value of its long-lived assets
annually or whenever events or changes in circumstances indicate that the
historical cost-carrying value of an asset may no longer be appropriate. Thrive
World Wide, Inc. assesses recoverability of the carrying value of the asset by
estimating the future net cash flows expected to result from the asset,
including eventual disposition.  If the future net cash flows are less than
the carrying value of the asset, an impairment loss is recorded equal to the
difference between the asset’s carrying value and fair value.  No
impairment loss has been recognized for each of the years
presented.





Advertising
Costs


Advertising
Costs are expensed as incurred.  Advertising costs were $0 and $19,304 for
the years ended September 2009 and 2008, respectively.





Basic
and Diluted Net Income (Loss) per Share


The basic
net income (loss) per common share is computed by dividing the net income (loss)
by the weighted average number of common shares outstanding. Diluted net income
(loss) per common share is computed by dividing the net income (loss) adjusted
on an “as if converted” basis, by the weighted average number of common shares
outstanding plus potential dilutive securities.  For the years ended
September 30, 2009 and 2008, there were no dilutive securities.





Recently
issued accounting pronouncements




On July
1, 2009, the Financial Accounting Standards Board (FASB) issued FASB Statement
of Financial Accounting Standards (SFAS) No. 168, “FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles,”
which is included in FASB Accounting Standards Codification (ASC) 105 “Generally
Accepted Accounting Principles.” This new guidance approved the FASB ASC as the
single source of authoritative nongovernmental GAAP. The FASB ASC is effective
for interim or annual periods ending after September 15, 2009. All existing
accounting standards have been superseded and all other accounting literature
not included in the FASB ASC will be considered nonauthoritative. The ASC is a
restructuring of GAAP designed to simplify access to all authoritative
literature by providing a topically organized structure. The adoption of FASB
ASC did not impact the Company’s financial statements. Technical references to
GAAP included in these Notes to the Financial Statements are provided under the
new FASB ASC structure.





In
May 2009 the Financial Accounting Standards Board (“FASB”) issued a new
standard pertaining to subsequent events that defined the period after the
balance sheet date during which a reporting entity shall evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements and the circumstances under which a company shall recognize
events or transactions occurring after the balance sheet date in its financial
statements. This standard also requires a company to disclose the date through
which subsequent events have been evaluated for recognition or disclosure in the
financial statements. We have reflected the recognition and disclosure
requirements of this standard in this Form 10-K/A.




In
February 2007, the FASB issued FASB ASC 825-10,“The Fair Value Option for
Financial Assets and Financial Liabilities.”  The statement permits
entities to choose to measure many financial instruments and certain other items
at fair value.  The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions.  The statement is
effective for fiscal years beginning after November 15, 2007.




In
December 2007, the FASB issued FASB ASC 805-10, "Business Combinations." FASB
ASC 805-10 will significantly change the accounting for business combinations.
Under FASB ASC 805-10), an acquiring entity will be required to recognize, with
limited exceptions, all the assets acquired and liabilities assumed in a
transaction at the acquisition-date fair value.  FASB ASC 805-10 will
change the accounting treatment for certain specific acquisition-related items
including, among other items: (1) expensing acquisition-related costs as
incurred, (2) valuing noncontrolling interests at fair value at the
acquisition date, and (3) expensing restructuring costs associated with an
acquired business. FASB ASC 805-10 also includes a substantial number of new
disclosure requirements. FASB ASC 805-10 is to be applied prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after
December 15, 2009.





Thrive
World Wide, Inc. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on Thrive World Wide, Inc. results
of operations, financial position or cash flows.





NOTE
2 - GOING CONCERN





As shown
in the accompanying financial statements, Thrive World Wide, Inc. has a working
capital deficit and a stockholders’ deficit of $1,030,369 as of September 30,
2009.  The Company has also suffered recurring losses from operations.
These conditions raise substantial doubt as to Thrive World Wide, Inc.’s ability
to continue as a going concern.  Management has plans to raise additional
capital through sales of its common stock and financial loans. The financial
statements do not include any adjustments that might be necessary if Thrive
World Wide, Inc. is unable to continue as a going concern.


18





NOTE
3 – DISCONTINUED OPERATIONS





As
discussed in Note 1, prior to July 26, 2008, the Company’s primary business was
the brokerage sale of new and previously-owned recreational vessels. As of the
aforementioned date the Company sold all of its brokerage business assets and no
longer has any involvement in the brokerage business. Accordingly the results of
operations of the brokerage business are reported as income from discontinued
operations in the statements of operations. Prior to the sale, the brokerage
business represented substantially all of the Company’s operating
revenue.




Results
for discontinued operations were as follows for the years ended September
30:





2009
                  
                  
                  2008Revenue
                  
                  $
                  -
                  
                  
                  $
                  247,023Expenses
                  
                  
                  1,200
                  
                  
                  
                  138,831Income/
      (loss) from discontinued operations before income taxes
                  
                  
                  (1,200
                  )
                  
                  
                  108,192Income
      tax expense
                  
                  
                  -
                  
                  
                  
                  37,867Net
      income/ (loss) from discontinued operations
                  
                  $
                  (1,200
                  )
                  
                  $
                  70,325





NOTE
4 – ACCRUED EXPENSES





Accrued
expenses consist of the following:





Credit
      cards payable
                  
                  $
                  4,123Accrued
      interest payable
                  
                  
                  21,299Total
                  
                  $
                  25,422





NOTE
5- LOANS FROM STOCKHOLDERS





The
stockholders have and will advance money to Thrive World Wide, Inc. on an
as-needed basis.  At September 30, 2009, there are two outstanding
stockholder loans.  A former note payable was classified as a loan from
stockholder during 2009, see Note 6.





The
second loan is from a former director and officer. At one time during this
period the three original officers had three separate loans. All of these notes
were combined and signed over to one party in exchange for the complete
independent absorption of the Company’s 1st Banking
Center line of credit that was guaranteed by the other two parties. The notes
assumed by this stockholder totaled $200,947 including accrued interest. During
the twelve months ended September 30, 2009 this stockholder also personally
assumed the outstanding debt and interest on the 1st Banking
Center line of credit held by the Company.  The total amount assumed
on the line of credit was $124,953 with interest of $3,264 also assumed.
Additionally, this stockholder assumed $10,429 of credit card liability,
converted payables due him in the amount of $34,939 and personally paid bills
incurred by the Company in the amount of $47,813.




As of
September 30, 2009, this shareholder was due $478,451. A convertible promissory
note was executed on August 17, 2009 for this amount bearing interest at 12%,
and are convertible by lenders at the conversion price equal to the par value of
our common shares (at present $0.001/share).  As such, the holder
could convert into a total of 479,000,000 shares of common stock of the Company,
if the full conversion privilege were to be
exercised.  Notwithstanding the foregoing, the Notes contain a
provision limiting the conversion thereof by any party to not more that 4.99%
ownership of the stock of the Company at any time after taking into account all
of the holdings of the converting party. This note is due on demand and matures
on February 15, 2010. All interest has been waived from the date of the note
until September 30, 2009.There was no beneficial conversion
feature associated with these securities as per FASB ASC 470-20-25.The conversion can be made
at the option of the holder, the conversion price was greater than the perceived
market value of the stock, the debt was originally sold at the face amount, the
interest rate is lower than the Company would pay for non-convertible debt and
the conversion price does not decrease. As per FASB ASC 470-20-25-12, no
portion of the proceeds from issuance shall be accounted for as attributable to
the conversion feature. In addition, the restrictions on the conversion and
the limits on the authorized shares prevent the holders from fully exercising
the conversion. The perceived market value of the stock was less than par
value due to the highly illiquid nature of the stock and the Company's lack of
revenue generating activities as of the date of the issuance of these
debentures.




Total
interest expense on loans from stockholders amounted to $15,057 and $11,250 for
the year ended September 30, 2009 and 2008, respectively.


19


NOTE
6 – NOTE PAYABLE





On July
6, 2007, we issued a promissory note in the amount of $42,430, which bears
interest at a rate of 12% per annum.  The note required five monthly
payments of $500 with the remainder due on January 6, 2010. The note was issued
in lieu of payment for prior services rendered. The note has
been  renegotiated to provide for a reduction of the principal balance
to $30,000 payable in six equal installments of $5,000 (with interest at 0%), as
follows: One payment of $5,000 on completion of the merger transaction with STB
followed by five equal monthly payments of $5,000 commencing one month after the
closing of the merger transaction.





On
January 2, 2009, we revised and re-issued certain promissory notes in the face
amount of $173,257 and $55,000 to Collette Eck Szczesny and Marilyn Eck,
respectively.  These notes represent amounts due and in default from
December 31, 2007 and on which no interest or principal has been paid by the
Company in over three (3) years.  In consideration of the lenders’
Agreement to extend these notes, the Company agreed to cause the notes to be
revised and re-issued as convertible debentures which would pay 7.5% interest
and be convertible by lenders at the conversion price equal to the par value of
our common shares (at present $0.001/share).  As such, the holders
could convert into a total of 237,000,000 shares of common stock of the Company,
if the full conversion privilege were to be
exercised.  Notwithstanding the foregoing, the Notes contain a
provision limiting the conversion thereof by any party to not more that 4.99%
ownership of the stock of the Company at any time after taking into account all
of the holdings of the converting party.  The lenders have agreed that
they will enter into such lock-up and/or leak-out agreements as may be required
by any successor management and/or entity which may acquire control of the
Company in a change of control transaction. On June 1, 2009, the notes were
assigned to Horowitz Consulting Group, LLC and the principals thereof have
agreed to limit the conversion right under the notes based on the fact that
Company did not at the time have sufficient authorized shares to allow for the
conversion of the note beyond 26,000,000 shares and the fact that the Company
will need to issue shares in order to raise other operating capital as set forth
herein. Subsequent to this note assumption, the principle of Horowitz Consulting
Group, LLC exercised the option to convert 3,050,000 shares at par value, which
resulted in debt reduction in the amount of $3,050 for the year ended September
30, 2009. Amounts from Horowitz were advanced directly to pay bills of the
Company in the amount of $41,718 for the year ended September 30, 2009. These
amounts have been reclassified to loans from stockholders and total $266,925 as
of September 30, 2009. There was
no beneficial conversion feature associated with these securities as per FASB
ASC 470-20-25.The conversion can be made
at the option of the holder, the conversion price was greater than the perceived
market value of the stock, the debt was originally sold at the face amount, the
interest rate is lower than the Company would pay for non-convertible debt and
the conversion price does not decrease. As per FASB ASC 470-20-25-12, no
portion of the proceeds from issuance shall be accounted for as attributable to
the conversion feature. In addition, the restrictions on the conversion and
the limits on the authorized shares prevent the holders from fully exercising
the conversion. The perceived market value of the stock was less than par
value due to the highly illiquid nature of the stock and the Company's lack of
revenue generating activities as of the date of the issuance of these
debentures.




NOTE
7 – BANK LINE OF CREDIT





Bank line
of credit consist of the following: $100,000 revolving line of credit with Bank
of America, with a balance of $95,636 and an interest rate of 7.75% at September
30, 2009; secured by the personal guarantees of former officers. This is in
default and in collection as of September 30, 2009.


20


NOTE
8 – INCOME TAXES





The
Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered.  Thrive World Wide, Inc. provides
a valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.





Thrive
World Wide, Inc. uses the asset and liability method, where deferred tax assets
and liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes.  During fiscal 2009, Thrive
World Wide, Inc. incurred net losses and, therefore, has no tax liability.
 The net deferred tax asset generated by the loss carry-forward has been
fully reserved.  The cumulative net operating loss carry-forward is
approximately $2,150,000 at September 30, 2009, and will begin to expire in
2025. The increase in the valuation allowance for the deferred tax asset
increased by $32,500 for the year ended 2009.





At
September 30, 2009, deferred tax asset consists of the following:





Deferred
      tax assetNet
      operating losses
                  
                  $
                  750,000Less
      valuation allowance
                  
                  
                  (750,000
                  )Net
      deferred tax asset
                  
                  $
                  -





NOTE
9 – COMMON STOCK





On August
10, 2009, the Company’s board of directors believed it was in the best interest
of the Company to issue shares of the Company's common stock to the following
individuals in consideration of the conversion into stock of certain notes
payable by the Company (as more fully described in Note 9 to the financial
statements, common stock in consideration for such debt cancellation was as
follows: One Million Shares (1,000,000) to Waters Edge Advisors; Eight Hundred
Thousand Shares (800,000) to John Burke; and Five Hundred Thousand Shares
(500,000) to Anthony Finn; Seven Hundred and Fifty Thousand Shares (750,000) to
Steven A Horowitz; and a corresponding charge was made to common
stock.





During
fiscal 2008, the Company issued a total of 4,427,973 shares to the following
entity and individuals: Weller Enterprises on behalf of James Weller and Gina
Weller, Jason Eck, Sandy Martini, Kellie Saragusa, Epi Almodovar and Kwajo
Sarfoh in consideration for services rendered on behalf of the Company valued at
$.007 per share, $.001 par value per share of common stock, or $30,996. The
value of the stock was calculated based on the fair value of the services
received as it was deemed a more reliable measure of the fair value of the
transaction than the fair value of the equity as per FASB ASC 505-50-30-2.




During
fiscal 2007, Z Yachts sold 7,376 shares of its common stock to several investors
at $1.50 per share for total cash proceeds of $11,064.





During
fiscal 2007, Z Yachts issued 475,000 shares of its common stock in exchange for
six months of regulatory compliance services.  These services have been
valued at $1.50 per share or $712,500.  Professional fees of $377,664 and
$334,836 have been recognized for the year ended September 30, 2008 and 2007,
respectively.


21





NOTE
10 – AMENDED TERM SHEET





On July
11, 2008, the Company’s majority stockholders executed a non-binding Amended
Term Sheet (“Term Sheet”) with Boveran,Inc., an unrelated third party cancer
detection technology company, with respect to a proposed transaction at a time
to be determined in the future whereby certain selling shareholders of the
Company would sell a controlling interest in the Company to Boveran, Inc. and
Boveran, Inc. would merge with the Company (“Proposed Transaction”). Pursuant to
such Term Sheet, Boveran, Inc. would assume certain accounts payable and
shareholder loans of the Company and certain principals of the Company would
exchange the principal amount of loans they have made to the Company for an
aggregate of 591,000 shares of the Company’s common stock.





Further,
pursuant to the Term Sheet a non-refundable $50,000 deposit against the
estimated purchase price of $692,510 was made by Boveran,
Inc. to the Company. The balance was due as follows: approximately $350,000
payable within 90 days of closing, or September
30, 2008 (accounting for all allowable extensions) with the remaining balance of
approximately $292,000 consisting of certain
accounts payable and shareholder loans, together with interest, to be paid
within 180 days from September 30, 2008.





To date,
the only amount received by the Company was the $50,000 non-refundable deposit
which has been included in other income for the year ended September 30, 2008.
 The Proposed Transaction has not occurred as of the date of this filing
and the Company has abandoned these merger plans.





Pursuant
to the Term Sheet, the Company issued an aggregate of 4,000,000 shares of the
Company’s common stock to Mssrs. Almodovar and Sarfoh who provided advisory
services to the Company in connection with the Proposed Transaction. Further,
other than the shares proposed to be sold to Thrive World Wide, Inc., no more
than 7,092,000 shares of the Company’s common stock would be outstanding at the
time of the closing of the Proposed Transaction.  Refer to Note 9.





NOTE
11 – RELATED PARTY TRANSACTIONS





On July
26 2008, Z Yachts completed an Asset Purchase Agreement (the “Asset Purchase
Agreement”) with Speedy X Change., a Wisconsin corporation (“Purchaser”), which
is controlled by Jason Eck (“Eck”), a director of Z Yachts. On July 26, 2008,
the Company’s board of directors approved the sale of assets subject to the
terms of the Asset Purchase Agreement and determined that such transaction was
in the best interests of the Company and its stockholders. Pursuant to the Asset
Purchase Agreement, the Company agreed to sell to Purchaser, on an “AS IS”
“WHERE IS” basis, certain assets consisting of the Company’s furniture, trade
exposition booth and website and certain Escrow Deposits relating to pending
boat sales (“Purchased Assets”).  The purchase price for the Purchased
Assets was $6,927. Of this amount, $3,581 comprised certain assumed liabilities
and the remaining $3,346 was paid in lieu of a partial release of amounts loaned
by Eck to the Company, with the remaining outstanding amount still owed to Eck
to remain due and payable (“Eck Partial Release”).   The Purchase
Price was determined based on the carrying value of the Purchased Assets on the
books of the Company.





For the
years ended September 30, 2009 and 2008, Thrive World Wide, Inc. occupied office
space owned by a stockholder on a rent-free basis.  The fair market value
of the rent is $6,000 for each of the years presented.





For the
years ended September 30, 2009 and 2008, a stockholder and former officer of the
Company provided professional services related to closings in the amount of $0
and $10,500, respectively.  These amounts have been recorded as general and
administrative expenses.





NOTE
12 – SUBSEQUENT EVENTS





We have
evaluated subsequent events through January 19, 2010, the filing date of this
Form 10-K/A. In preparing these financial statements, we evaluated the events
and transactions that occurred from September 30, 2009 to January 19, 2010, the
date these financial statements were issued.


22




Item
8.
 Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
 
 None.
 
 Item
8A.
 Controls
and Procedures.





Evaluation of Disclosure
Controls and Procedures




Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of our “disclosure controls and procedures” (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of
the period covered by this report (the “Evaluation Date”), have concluded that
as of the Evaluation Date, our disclosure controls and procedures were not
effective to provide reasonable assurance that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act (i)
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required  disclosure, and (ii) is recorded, processed, summarized
and reported within the time periods specified in the Commission’s rules and
forms.





We are in
the process of improving our internal control over financial reporting in an
effort to remediate these deficiencies through improved supervision and training
of our accounting staff. These deficiencies have been disclosed to our board of
directors. We believe that this effort is sufficient to fully remedy these
deficiencies and we are continuing our efforts to improve and strengthen our
control processes and procedures. Our Chief Executive Officer, Chief Financial
Officer and directors will continue to work with our auditors and other outside
advisors to ensure that our controls and procedures are adequate and
effective.





Management's Report on
Internal Control Over Financial Reporting





Our
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such terms defined in Rules13a-15(f) and
15d-15(f) of the exchange act. Under the supervision and with the participation
of management we conducted an evaluation of the effective of our internal
controls over financial reporting as of May 10, 2009 based on the framework in
Internal Control- Integrated  Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.  Based on our
evaluation our management concluded that our internal controls over financial
reporting were effective as of September 30, 2009.





This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Security
and Exchange Commission that permit us to provide only management's report in
this annual report.





Changes in Internal Control
over Financial Reporting





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





PART
III




Item
9.
 Directors,
Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance With Section 16(a) of the Exchange Act.







Executive
Officers and Directors





Our
executive officers and directors, and their ages and positions are as
follows:


Name
                      
                      Age
                      
                      PositionAndrew
      J. Schenker
                      
                      49
                      
                      Chief Executive Officer
      &President


Andrew J. Schenker, 49 –Has
been the Chief Executive Officer &President of Thrive World Wide Inc
[formerly Boveran Diagnostics/Inc] since July 2009. Since October 2007 Mr.
Schenker has served as the COO and CFO for Global Warranty Group, LLC a third
party administration and extended service contract company. From July 2006 to
October 2007, Mr. Schenker served as Chief Financial Officer of Vein Associates
of America, Inc. a publically listed ompany. From October 2005 to July 2006, he
was the Chief Financial Officer of Kurent Holdings, Inc., a retail specialty
coffee and tea company. From 2003 to 2005, he was Chief Financial Officer of
Genio Group, Inc. a toy company listed on the OTC Bulletin Board. In 2002, he
was the President, Chief Operating Officer of CDKnet.com, a public company, and
a Director of CDKnet.com since May 1998. In addition from 1986 to 2001, while at
Symbol Technologies, Inc., a bar code scanner and mobile data management systems
and services company, he also served as the General Manager - Worldwide
Education Marketing Division and prior to that as Senior Director of Finance for
the North American Sales and Services Division.


23





Committees
of the Board of Directors





We do not
have a standing audit, nominating, or compensation committee, or any other
committees of our board of directors performing similar functions.  We do
not have an audit committee financial expert. We do not anticipate implementing
any of these committees or seek an individual to serve as an audit committee
financial expert until we are required to do so under federal or state corporate
or securities laws or the rules of any stock exchange or inter-dealer quotation
system on which our securities may be listed or cleared for quotation





Code
of Ethics





Our board
of directors adopted a code of ethics meeting the requirements of Section 406 of
the Sarbanes-Oxley Act of 2002. We will provide to any person without charge,
upon request, a copy of our code of ethics.  Persons wishing to make such a
request should contact Secretary, Thrive World Wide, Inc., 638 Main Street,
Lake Geneva, Wisconsin 53147.





Item
10.
 Executive
Compensation.





The
following table sets forth summary information concerning the compensation
received for services rendered to us during the two fiscal years ended by our
Chief Executive Officer. None of our other executive officers received $100,000
or more of compensation in any fiscal year represented in the
table.







SUMMARY COMPENSATION TABLE(1)




Nameand
                              PrincipalPosition
                            
                            Year
                            
                            Salary($)(2)
                            
                            
                            Stock
                              Awards($)(3)
                            
                            
                            AllOther
                              Compensation($)
                            
                            
                            Total($)Andrew
      Schenker
                            
                            2009
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -President
      & CEOAnthony
      Welch
                            
                            2008
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -President
      & CEO





(1)
 Does not
include perquisites and other personal benefits or property unless the aggregate
amount of such compensation is $10,000 or more.


24





Employment
Contracts





There is
an oral contract with Andrew Schenker to be compensated $25,000 per year along
with 20,000 shares of common stock.  If he is terminated other than
for cause, he will receive 100,000 shares of common stock.  Salary
shall commence once the company begins to generate revenue.





Compensation
of Directors





Members
of our board of directors do not receive cash compensation for their services as
directors but are reimbursed for their expenses incurred in connection with
their attendance at any meeting.





Item
11.
 Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.





The
following table set forth information as of December 31, 2009, with respect to
the beneficial ownership of our common stock by each person known by us to be
the beneficial owner of more than 5% of our outstanding common stock, each of
our directors and Named Executive Officers, and our directors and Named
Executive Officers as a group.






Common
      Stock
                          Beneficially
      Owned(1)Name
      of Beneficial Owner(2)
                        
                        Amount
                        
                        
                        PercentJames
      G. Weller
                        
                        
                        12,091,657
                        (3)
                        
                        
                        50.0
                        %Regina
      F. Weller
                        
                        
                        12,091,657
                        (3)
                        
                        
                        50.0
                        %Jason
      C. Eck
                        
                        
                        6,091,657
                        
                        
                        
                        25.0
                        %All
      directors and Named Executive Officers as a group (3
    people)
                        
                        
                        18,183,314
                        
                        
                        
                        76.0
                        %





(1)
 The
number of shares of common stock owned are those "beneficially owned" as
determined under the rules of the SEC, including any shares of common stock as
to which a person has sole or shared voting or investment power and any shares
of common stock which the person has the right to acquire within 60 days through
the exercise of any option, warrant or right. More than one person may be deemed
to be a beneficial owner of the same securities. The percentage of beneficial
ownership by any person as of a particular date is calculated by dividing the
number of shares beneficially owned by such person, which includes the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days, by the sum of the number of shares outstanding as of such
date plus the number of shares as to which such person has the right to acquire
voting or investment power within 60 days. Consequently, the denominator used
for calculating such percentage may be different for each beneficial owner. This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned.  Applicable percentages are based upon 27,050,000
shares of our common stock which were outstanding as of December 31,
2009.
 (2)
 The
address is 638 Main Street, Lake Geneva, Wisconsin 53147.
 (3)
 James G.
Weller and Regina F. Weller are husband and wife, and the amount of shares set
forth above for each includes 6,091,657 shares owned by the other. The
12,183,314 shares are held in the name of Weller Consulting Enterprises, Inc. of
which James G. Weller and Regina F. Weller are 100% owners.









Item
12.  Certain Relationships and Related Transactions, and Director
Independence.





Our
corporate office is maintained at 638 Main St., Lake Geneva, WI 53147. The
office building, owned by REMJAK, whose principal owner is Mr. Eck’s mother, is
provided to us on a rent-free basis.  The fair market value of the rent was
$6,000 for each of the fiscal years ended September 30, 2009 and
2008.





For the
years ended September 30, 2009 and 2008, a stockholder and former officer of the
Company provided professional services related to closings in the amount of $0
and $10,500, respectively.  These amounts have been recorded as general and
administrative expenses.





At
September 30, 2009, our former executive officer, Jason C. Eck, has loaned
us $478,451.  The loan bears interest of 12% and is due on demand.  Interest was will be waived until October 1,
2009.





At
September 30, 2009, shareholder Steve Horowitz, has loaned us $266,925.
 The loan bears interest of 7.5% and is due on demand.


25





Item
13.  Exhibits.


Exhibit No.
              
              Description of Exhibit2.1(1)
              
              Conversion
      Agreement dated April 8, 2005 between Z Yachts, LLC, a Florida limited
      liability company and Z Yachts, Inc., a Nevada
  corporation3.1(1)
              
              Articles
      of Incorporation3.2(1)
              
              Bylaws4.1(1)
              
              Form
      of certificate representing the Common Stock, $.001 par value per share,
      of Z Yachts, Inc., a Nevada corporation10.1(1)
              
              Amended
      and Restated Service Contract, dated January 3, 200610.2(2)
              
              Amendment
      to Amended and Restated Service Contract, dated July 6,
    200710.3(2)
              
              Credit
      Agreement, dated July 6, 200710.4(2)
              
              Commercial
      Promissory Note, dated July 6, 200710.5(3)
              
              Asset
      Purchase Agreement between Z Yachts, Inc. and Speedy X Change, dated July
      26, 200810.6(3)
              
              Partial
      Release of Claims between Z Yachts, Inc. and Jason Eck, dated July 26,
      2008.10.7(3)
              
              Certificate
      of Amendment to Articles of Incorporation14*
              
              Code
      of Ethics31.1*
              
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2*
              
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1*
              
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002





*
            Filed
      herein




26




(1)
            Filed as Exhibits 2.1, 3.1, 3.2,
      4.1 and 10.7, respectively to the to the registrant’s Form SB-2 filed with
      the SEC on August 16, 2005, and incorporated herein by
      reference.


(2)
            Filed
      as Exhibits 10.2, 10.3 and 10.4, respectively, to the to the registrant’s
      Form 8-K filed with the SEC on September 28, 2007, and incorporated herein
      by reference.


(3)
            Filed
      as Exhibits 10.1, 10.2 and 10.3, respectively, to the to the registrant’s
      Form 8-K filed with the SEC on July 31, 2008, and incorporated herein by
      reference.





Item
14.
 Principal
Accountant Fees and Services.


The
following table sets forth the aggregate fees incurred by us for the audit and
other services provided by our principal account during the fiscal years ended
September 30, 2009 and 2008:




2009
                    
                    
                    2008Audit
      Fees
                    
                    $
                    21,000
                    
                    
                    $
                    24,000Audit-Related
      Fees
                    
                    $
                    -
                    
                    
                    $
                    -Tax
      Fees
                    
                    $
                    -
                    
                    
                    $
                    -All
      Other Fees
                    
                    $
                    -
                    
                    
                    $
                    -





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.


THRIVE
      WORLD WIDE, INC.Date:
      January __19_, 2010
                By:
                /s/ Andrew SchenkerName:
      Andrew SchenkerTitle:
      President and Chief Executive
Officer





In
accordance with the requirements of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





Signature
                      
                      Title
                      
                      Date/s/ Andrew Schenker
                      
                      President,
      Chief Executive Office, Chief Financial Officer and
    Director
                      
                      January
      _19__, 2010Andrew
      Schenker
                      
                      (Principal
      Executive Officer and Principal Financial Officer and
                        Principal
      Accounting Officer )


27