UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-K





(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, 2010





 ̈
            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.   ̈





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




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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form
10-K.         ̈





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


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





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





The
aggregate market value of the Registrant's common stock held by non-affiliates
of the Registrant on January 11, 2011 (based on the closing sale price of US
$0.019 per share of the Registrant's common stock, as reported on
Over-The-Counter Bulletin Board on that date) was approximately U.S. $389,123.
Common stock held by each officer and director and by each person known to the
Registrant to own 5% or more of the outstanding common stock has been excluded
in that those persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.





As ofJanuary 11, 2011there were outstanding 41,395,125
shares of the registrant’s common stock, $.001 par value per
share.







THRIVE
WORLD WIDE, INC.


TABLE
OF CONTENTS TO ANNUAL REPORT ON FORM 10-K


FOR
THE FISCAL YEAR ENDED SEPTEMBER 30, 2010





ITEM
                                                                
                                                                
                                                                
                                                                PAGEPART
      IItem
      1
                                                                
                                                                Business
                                                                
                                                                1Item
      1A
                                                                
                                                                Risk
      Factors
                                                                
                                                                2Item
      1B
                                                                
                                                                Unresolved
      Staff Comments
                                                                
                                                                4Item
      2
                                                                
                                                                Properties
                                                                
                                                                5Item
      3
                                                                
                                                                Legal
      Proceedings
                                                                
                                                                5Item
      4
                                                                
                                                                (Removed
      and Reserved)
                                                                
                                                                5PART
      IIItem
      5
                                                                
                                                                Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                
                                                                5Item
      6
                                                                
                                                                Selected
      Financial Data
                                                                
                                                                6Item
      7
                                                                
                                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                
                                                                6Item
      7A
                                                                
                                                                Quantitative
      and Qualitative Disclosures About Market Risk
                                                                
                                                                9Item
      8
                                                                
                                                                Financial
      Statements and Supplementary Data
                                                                
                                                                9Item
      9
                                                                
                                                                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                                
                                                                9Item
      9A
                                                                
                                                                Controls
      and Procedures
                                                                
                                                                10Item
      9B
                                                                
                                                                Other
      Information
                                                                
                                                                11PART
      IIIItem
      10
                                                                
                                                                Directors,
      Executive Officers and Corporate Governance
                                                                
                                                                11Item
      11
                                                                
                                                                Executive
      Compensation
                                                                
                                                                12Item
      12
                                                                
                                                                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                
                                                                13Item
      13
                                                                
                                                                Certain
      Relationships and Related Transactions, and Director
      Independence
                                                                
                                                                13Item
      14
                                                                
                                                                Principal
      Accounting Fees and Services
                                                                
                                                                14PART
      IVItem
      15
                                                                
                                                                Exhibits,
      Financial Statement Schedules
                                                                
                                                                14SIGNATURES
                                                                
                                                                
                                                                
                                                                15










Cautionary
statement regarding forward looking Statements





This
Annual Report on Form 10-K 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.





PART
I





Item
1.  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. 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 16,
2009, the Company entered into a binding letter of intent with STB Telemedia,
Inc., its successors and assign, 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. As the result of our due diligence, the Company elected not to move
forward with the merger with STB Telemedia, Inc. and we terminated our joint
venture as a result of poor performance.




On July
16, 2009, the Company’s board of directors 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.  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.




1


On March
30, 2010, Thrive World Wide, Inc., announced that entered into an Agreement and
Plan of Merger, dated as of March 4, 2010 (the “Merger Agreement”), with Jarish,
Inc., a California corporation ("Jarish"), and Israel Rivera ("Rivera") and
Andrew J. Schenker ("Schenker") the principal officers of the respective
companies and that such merger became effective on March 30,
2010.   While Jarish and the Company had taken steps to integrate
the companies as of that date, from a management perspective and with subsequent
legal advice management choose to dissolve the merger primarily due to
unfulfilled material conditions for the completion of the transaction
contemplated by the Merger Agreement and the merger would result in unintended
adverse tax consequences to the Company and the shareholders of
Jarish.  Accordingly, the Company terminated the Merger Agreement and
simultaneously, on June 21, 2010, the Company entered into an Asset Acquisition
Agreement with Jarish, Inc. pursuant to which the Company agreed to acquire from
Jarish, Inc. all assets exclusive to Mycitypoint.com, Pointcredtis.com and
Pointscredits.com for the purchase price of Two Million (2,000,000) shares of
Company common stock payable at the closing of the transaction. This asset
acquisition was intended to enhance the ability of Thrive World Wide, Inc. to
offer additional specialty services through an electronic media
venue.   The Company believed that it would be able to provide a
unique end-to-end vertical solution that would accommodate content creation and
distribution to a broad segment of the market via the
Internet.  However, the Company was compelled to terminate this
transaction due to 1) Jarish, Inc. misrepresented their bookkeeping practices
which led to their inability to be audited, 2) Jarish, Inc. misrepresented their
ability to provide functioning technology and 3) after further due diligence the
Company found that at the time of Jarish signing the letter of intent they were
not an operating company under the laws of the State of
California.  As a result, the Company elected to pursue our own
business.




The
Company has since developed DailyHotDeal.com, a locally focused group buying
site that features a deeply discounted daily coupon for dining, activities,
services, memberships or anything else that a person may purchase from a local
retailer.  We will obtain subscribers through various online marketing
efforts.  These subscribers will be sent a daily email containing a
single offer for that day.  The subscribers will then be able to
purchase directly from our site a coupon for that offer.  Each offer
will have a minimum amount of purchases needed for the deal to become
active.  For example, if a deal has a minimum number of purchases of
100 and 99 people purchase it then no one gets the deal.  Once 100
people purchase the deal all purchases receive the deal.  When they
purchase the coupon they will be able to print it out and bring it to the
retailer for redemption.  The DailyHotDeal.com business model allows
local merchants to reach a clientele that is willing to prepay for their
services.  We receive a percentage of each sale at the time the coupon
is purchased.




Item
1A.  Risk Factors.





Interested
persons should carefully consider the risks described below in evaluating the
Company.  Additional risks and uncertainties not presently known to
us, or that we currently consider immaterial, may also impair our business
operations.  If any of the following risks actually occur, our
business, financial condition or results of operations could be materially
adversely affected.  In that case, the trading price of our common
stock would likely decline.





Our
Controls and Procedures may not prevent misstatements.





The
Company has limited segregation of duties amongst its employees with respect to
the Company’s preparation and review of the Company’s financial statements due
to the limited number of employees, which is a material weakness in internal
controls, and if the Company fails to maintain an effective system of internal
controls, it may not be able to accurately report its financial results or
prevent fraud.  As a result, current and potential stockholders could
lose confidence in the Company’s financial reporting which could harm the
trading price of the Company’s stock.





Management
has found it necessary to limit the Company’s administrative staffing in order
to conserve cash, until the Company’s level of business activity
increases.  As a result, there is limited segregation of duties
amongst the employees, and the Company and its independent public accounting
firm have identified this as a material weakness in the Company’s internal
controls.  The Company intends to remedy this material weakness by
hiring additional employees and reallocating duties, including responsibilities
for financial reporting, among the employees as soon as there are sufficient
resources available.  However, until such time, this material weakness
will continue to exist.  Despite the limited number of employees and
limited segregation of duties, management believes that the Company is capable
of following its disclosure controls and procedures effectively.





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, 2010, we had an accumulated deficit of $3,094,185 and negative
working capital of $1,373,243.  Net loss for the year ended September
30, 2010 and 2009 was $497,777 and $123,222, respectively.  Our
ability to continue as a going concern is dependent upon our ability secure
additional funding and attaining profitable operations.





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.


2




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.





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;




3




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




·
            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.





There
is a limited market for our common stock.





Our
common stock is traded in the Over-the-Counter Bulletin Board
market.  This may cause delays in the timing of transactions,
reductions in the number and quality of securities analysts' reporting on us,
and the extent of our coverage in the media.  Trading in our common
stock has been sporadic, and at present, there is a limited market for
it.  There can be no assurance that a stronger market will
develop.  Even if such a market does develop, it may not be
sustained.





Shareholders
may suffer dilution upon the conversion of convertible debt.





As of
September 30, 2010, we had convertible debt outstanding that are convertible
into 905,825,324 shares of common stock.  To the extent such debt
is converted there will be further dilution.  In addition, in the
event that any future financing should be in the form of securities convertible
into, or exchangeable for, equity securities, investors may experience
additional dilution upon the conversion or exchange of such
securities.




Future
sales of our common stock by existing shareholders under Rule 144 could decrease
the trading price of our common stock.





As of
September 30, 2010, a total of 20,676,582 shares of our outstanding common stock
were "restricted securities" and could be sold in the public markets only in
compliance with Rule 144 adopted under the Securities Act of 1933 or other
applicable exemptions from registration.  As of February 15, 2008,
Rule 144 was amended to provide that a person who is not affiliated with the
issuer, holding restricted securities for a period of six months may thereafter
sell those securities, if the issuer is current with its reporting
requirements.  Persons who are not affiliated with the issuer and who
have held their restricted securities for at least one year are not subject to
any limitations.  Possible or actual sales of our common stock by
present shareholders under Rule 144 could have a depressive effect on the price
of our common stock.





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





Our
common stock is classified as a penny stock by the Securities and Exchange
Commission.  This classification severely and adversely affects the
market liquidity for our common stock.  The Commission has adopted
Rule 15g-9, which establishes the definition of a "penny stock," for the
purposes relevant to us, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions.  For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks; and (ii) the broker or dealer
receive from the investor a written agreement to the transaction, setting forth
the identity and quantity of the penny stock to be purchased.  In
order to approve a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment experience
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and the person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.  The broker or
dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, sets forth (i) the basis on which the broker
or dealer made the suitability determination and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to the
transaction.  Disclosure also has to be made about the risks of
investing in penny stocks in public offerings and secondary trading and about
the commissions payable to the broker-dealer and registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions.  Finally,
monthly statements have to be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks.





Item
1B.  Unresolved Staff Comments.





Not
applicable.




4




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.  (Removed and Reserved).




PART
II




Item
5.  Market for Registrant’s Common Equity,  Related
Stockholder Matters and issuer purchases of equity securities.




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.





The
following table lists the high and low closing price for our common stock as
quoted on the OTC Bulletin Board during each quarter since September 28,
2009:





2010
                  
                  Low
                  
                  
                  HighFirst
      Quarter (10/2009 – 12/2009)
                  
                  $
                  0.070
                  
                  
                  $
                  0.420Second
      Quarter (1/2010 – 3/2010)
                  
                  $
                  0.040
                  
                  
                  $
                  0.140Third
      Quarter (4/2010 – 6/2010)
                  
                  $
                  0.035
                  
                  
                  $
                  0.260Fourth
      Quarter (7/2010 – 9/2010)
                  
                  $
                  0.010
                  
                  
                  $
                  0.058





Holders
of Record





As of
September 30, 2010 we had forty-nine (49) 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.





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.




5




Transfer
Agent





The
Transfer Agent and Registrar for our common stock is Pacific Stock Transfer
Company.  Their address is 4045 South Spencer Street, Ste. 403, Las
Vegas, NV 89119 and their telephone number at that location is (702)
361-3033.





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.





·
            On
      February 5, 2010, we sold 1,148,625 shares of common stock to accredited
      investors under Section 4(2) at a per share price of $0.20 resulting in
      gross proceeds of $229,725 of which $70,725 was paid as a finder’s fee
      netting $159,000 to the Company.


·
            On
      February 5, 2010, we issued 200,000 shares of common stock to Andrew
      Schenker, our CEO, for services rendered.  The stock was issued
      free and clear of any future performance and was valued at $5,600 or
      $0.028 per share which represents a 30% discount to the market price of
      our common stock on the date of issuance which discount was intended to
      compensate for the restriction on said
shares.


·
            During
      the year ended September 30, 2010, one of our shareholders converted
      $1,530 of debt into 1,530,000 shares of common stock pursuant to the terms
      of their note (See Financial Statements, Note
D)


·
            During
      the year ended September 30, 2010, one of our shareholders converted
      $9,700 of debt into 9,700,000 shares of common stock pursuant to the terms
      of their note (See Financial Statements, Note
  D).




Item
6.  Selected financial data.





Smaller
reporting companies.





A
registrant that qualifies as a smaller reporting company, as defined by
§229.10(f)(1), is not required to provide the information required by this
Item.




Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.





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., and was a full-service
boat brokerage company that served both recreational boaters and the marine
industry.  On July 26, 2008, the Company determined that it would no
longer operate as a boat broker.  From 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.  The Company’s board of directors then abandoned those operations
and subsequently established a new business model of creating, marketing and
licensing new media technologies.  In furtherance of the new business
direction, on May 18, 2009, the Company entered into Binding Letter of Intent to
acquire 100% of the stock of STB Telemedia.  Then, on July 16, 2009,
the Company entered into a Binding Letter of Intent with STB Telemedia,
Inc.  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.  As the result of our due diligence, the Company elected not to
move forward with the merger with STB Telemedia, Inc. and we terminated our
joint venture as a result of poor performance.


6




On June
21, 2010, the Company entered into an Asset Acquisition Agreement with Jarish,
Inc. pursuant to which the Company agreed to acquire from Jarish, Inc. all
assets exclusive to Mycitypoint.com, Pointcredtis.com and Pointscredits.com.
This asset acquisition was intended to enhance the ability of Thrive World Wide,
Inc. to offer additional specialty services through an electronic media
venue.   The Company believed that it would be able to provide a
unique end-to-end vertical solution that would accommodate content creation and
distribution to a broad segment of the market via the
Internet.  However, the Company was compelled to terminate this
transaction due to material misrepresentations made by Jarish,
Inc.  As a result, the Company elected to pursue our own
business.





The
Company has developed DailyHotDeal.com, a locally focused group buying site that
features a deeply discounted daily coupon for dining, activities, services,
memberships or anything else that a person may purchase from a local
retailer.  We will obtain subscribers through various online marketing
efforts.  These subscribers will be sent a daily email containing a
single offer for that day.  The subscribers will then be able to
purchase directly from our site a coupon for that offer.  Each offer
will have a minimum amount of purchases needed for the deal to become
active.  For example, if a deal has a minimum number of purchases of
100 and 99 people purchase it then no one gets the deal.  Once 100
people purchase the deal all purchases receive the deal.  When they
purchase the coupon they will be able to print it out and bring it to the
retailer for redemption.  The DailyHotDeal.com business model allows
local merchants to reach a clientele that is willing to prepay for their
services.  We receive a percentage of each sale at the time the coupon
is purchased.




Critical
Accounting Policies




The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires us to
make judgments, assumptions and estimates that affect the amounts
reported.  Note A of Notes to Financial Statements describes the
significant accounting policies used in the preparation of the financial
statements.  Certain of these significant accounting policies are
considered to be critical accounting policies, as defined below.




A
critical accounting policy is defined as one that is both material to the
presentation of our financial statements and requires management to make
difficult, subjective or complex judgments that could have a material effect on
our financial condition and results of operations.  Specifically,
critical accounting estimates have the following attributes:




·
            We
      are required to make assumptions about matters that are highly uncertain
      at the time of the estimate; and




·
            Different
      estimates we could reasonably have used, or changes in the estimate that
      are reasonably likely to occur, would have a material effect on our
      financial condition or results of
operations.




Estimates
and assumptions about future events and their effects cannot be determined with
certainty.  We base our estimates on historical experience and on
various other assumptions believed to be applicable and reasonable under the
circumstances.  These estimates may change as new events occur, as
additional information is obtained and as our operating environment
changes.  These changes have historically been minor and have been
included in the consolidated financial statements as soon as they became
known.  Based on a critical assessment of our accounting policies and
the underlying judgments and uncertainties affecting the application of those
policies, management believes that our financial statements are fairly stated in
accordance with accounting principles generally accepted in the United States,
and present a meaningful presentation of our financial condition and results of
operations.




In
preparing our financial statements to conform to accounting principles generally
accepted in the United States, we make estimates and assumptions that affect the
amounts reported in our financial statements and accompanying
notes.  These estimates include useful lives for fixed assets for
depreciation calculations and assumptions for valuing options and
warrants.  Actual results could differ from these
estimates.




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.




7




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 2010 and 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.




Stock-Based
Compensation




The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period.  Stock issued for
compensation is valued using the market price of the stock on the date of the
related agreement.  We use the Black-Scholes pricing model to
calculate the fair value of options and warrants issued to both employees and
non-employees.  In calculating this fair value, there are certain
assumptions that we use consisting of the expected life of the option, risk-free
interest rate, dividend yield, volatility and forfeiture rate.  The
use of a different estimate for any one of these components could have a
material impact on the amount of calculated compensation expense.




Results
of Operations For The Year Ended September 30, 2010 Compared to the Year Ended
September 30, 2009





Revenues.  We
had no income during the years ended September 30, 2010 or 2009.





General and
Administrative Expenses.  General and administrative expenses
for the year ended September 30, 2010 were $280,518.  This was an
increase of $125,533, or 81%, as compared to general and administrative expenses
of $154,985 for the year ended September 30, 2009.  This increase was
primarily attributable to an increase of 1) $30,000 for officer salary, 2)
$58,000 of professional fees, 3) $5,600 of stock compensation, and 4) $26,000 of
public company related expenses.





Other Income and
Expense. Depreciation expense for the year ended September
30, 2010 and 2009 was $1,324 and $0, respectively.  Depreciation
expense in 2010 was the result of the Company purchasing certain computer
equipment and software.





Interest
expense for the year ended September 30, 2010 was $60,346.  This is an
increase of $26,165, or 77%, as compared to interest expense of $34,181 for the
year ended September 30, 2009. The increase in interest expense is due to an
increase in outstanding debt.




Gain on
the forgiveness of debt for the year ended September 30, 2010 was $3,411.
 This was a decrease of $63,733, or 95%, as compared to other income of
$67,144 for the year ended September 30, 2009.  The decrease is primarily
attributable to the receipt of debt forgiveness income in 2009 upon debt
restructurings which were mostly completed in 2009.





Net
Loss.  We had net loss of $497,777 for the year ended September
30, 2010, as compared to net loss of $123,222 for the year ended September 30,
2009.  The increase in net loss was primarily due to the increase in
officer salaries, professional fees and public company related
expenses.





Financial
Condition




The
Company has suffered recurring losses from operations that raises substantial
doubt about our ability to continue as a going concern.  From
inception to September 30, 2010, we have incurred an accumulated deficit of
$3,094,185.  This loss has been incurred through a combination of
stock compensation of professional fees and expenses supporting our plans to
develop new business as well as continued operating losses.  As of
September 30, 2010, we had outstanding current liabilities of $1,373,244
compared to $1,040,121 as of September 30, 2009.  Total cash resources
as of September 30, 2010 was $1 compared with $0 at September 30,
2009.  Thus, our current liquidity is insufficient to meet our
expenses for the next 12 months.




Net cash
used by operating activities was $218,006 and $90,996 for the years ended
September 30, 2010 and 2009, respectively.


8




Net cash
used by investing activities was $12,252 and $0 for the years ended September
30, 2010 and 2009, respectively.




Net cash
provided by financing activities was $230,259 and $90,996 for the years ended
September 30, 2010 and 2009, respectively.





The
Company’s Liquidity Plan




Since
inception, we have financed our operations primarily through equity sales of our
common stock and various loans and notes payable.  Management is
currently in the process of seeking additional equity financing with potential
investors. However, we cannot provide assurance that management will be
successful in acquiring such sources of capital in the future.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.




The
Company's need to raise additional equity or debt financing and the Company's
ability to generate cash flow from operations will depend on its future
performance and the Company's ability to successfully implement business and
growth strategies.  The Company's performance will also be affected by
prevailing economic conditions.   Many of these factors are
beyond the Company's control.   If future cash flows and capital
resources are insufficient to meet the Company's commitments, the Company may be
forced to reduce or delay activities and capital expenditures or obtain
additional equity capital.   In the event that the Company is
unable to do so, the Company may be left without sufficient
liquidity.




Plan
of Operations




The
Company has developed DailyHotDeal.com and intends to obtain subscribers through
various online marketing efforts which will result in the Company receiving a
percentage of each sale at the time coupons are purchased.  As of the
date of this report the Company has not made any sales and is anticipating
launch of their website February 1, 2011. The Company’s website is currently
being beta tested. The Company is currently negotiating with several online
marketing firms as well as social media companies to build our subscriber list.
DailyHotDeal.com will derive revenue through the sale of vouchers supplied by
the merchants we sign. Each time a subscriber purchases a voucher
DailyHotDeal.com will receive 50% of the sale.




Item
7A. Quantative and Qualitative Disclosures About Market Risk.





Inflation





Although
our operations are influenced by general economic conditions, we do not believe
inflation had a material effect on the results of operations during the year
ended September 30, 2010.   However, there can be no assurance
our business will not be affected by inflation in the future.




Item
8.  Financial Statements and supplementary data.




The
information required by this Item is submitted as a separate section of this
Form 10-K. See FINANCIAL STATEMENTS AND NOTES.




Item
9.  Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.





As
reported on Form 8-K filed on May 26, 2010, the Company’s Board of Directors
acting in the capacity of an audit committee, on May 24, 2010 dismissed
D'Arcangelo & Co., LLP as the independent accountant of Thrive World Wide,
Inc. and approved the engagement of Aaron Stein, CPA.




D'Arcangelo’s
reports on the Company’s financial statements for the years ended September 30,
2009 and 2008 did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles except that, such reports indicated that there was substantial doubt
as to the Company’s ability to continue as a going concern and that the
financial statements did not include any adjustments that might result from the
outcome of this uncertainty.


9




During
the years ended September 30, 2009 and 2008 and through May 24, 2010, there were
no disagreements with D'Arcangelo on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of D'Arcangelo, would have
caused it to make reference thereto in connection with its reports on the
financial statements for such years.  During the years ended September 30,
2009 and 2008 and through May 24, 2010, there were no matters that were either
the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K
or a reportable event as described in Item 304(a)(1)(v) of Regulation
S-K.




Item
9A.  Controls and Procedures.




Evaluation
of Disclosure Controls and Procedures





As of
September 30, 2010, under the direction of the Chief Executive Officer and Chief
Financial Officer, the Company evaluated the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rule 13a —
15(e) under the Securities Exchange Act of 1934, as amended.  Based on
the evaluation of these controls and procedures required by paragraph (b) of
Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been
found to be ineffective.





The
Company maintains a set of disclosure controls and procedures designed to ensure
that information required to be disclosed by us in our reports filed under the
securities Exchange Act, is recorded, processed, summarized, and reported within
the time periods specified by the SEC’s rules and forms.  Disclosure
controls are also designed with the objective of ensuring that this information
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.





Evaluation
of Internal Control Over Financial Reporting





Management
conducted an evaluation of the effectiveness of the Company’s internal control
over financial reporting as of September 30, 2010.  In making this
assessment, management used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission, or COSO.  The COSO framework summarizes
each of the components of a company’s internal control system, including
(i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and
(v) monitoring.  In management’s assessment of the effectiveness
of internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded
as of the end of the fiscal year covered by this Annual Report on Form 10-K, due
to a lack of segregation of duties that our internal control over financial
reporting has not been effective. However, at this time, our resources and size
prevent us from being able to employ sufficient resources to enable us to have
adequate segregation of duties within our internal control system.  In
addition, management has decided that considering the employees involved and the
control procedures in place, the risks associated with such lack of segregation
of duties are insignificant.  Management will periodically reevaluate
this situation.  If the volume of business increases and sufficient
capital is secured, it is the Company’s intention to further increase staffing
to mitigate the current lack of segregation of duties within the general,
administrative and financial functions.





Our Board
of Directors were advised by Aaron Stein, CPA, our independent registered public
accountant, that during their performance of audit procedures for the year ended
September 30, 2010, they have identified a material weakness as defined in
Public Accounting Oversight Board Standard No. 5 in our internal control over
financial reporting.  Our auditor has identified the following
material weaknesses in our internal control over financial reporting as of
September 30, 2010:





A
material weakness in the Company’s internal control over financial reporting
exists in that there is limited segregation of duties amongst the Company’s
employees and consultants with respect to the Company’s preparation and review
of the Company’s financial statements.  This material weakness is a
result of the Company’s limited number of employees.  This material
weakness may affect management’s ability to effectively review and analyze
elements of the financial statement closing process and prepare financial
statements in accordance with U.S. GAAP.





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 accountant pursuant to rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this
prospectus.


10




Changes
in Internal Controls





Management
of the Company has evaluated, with the participation of the Chief Executive
Officer of the Company, any change in the Company’s internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the fiscal year ended September 30,
2010.  There was no change in the Company’s internal control over
financial reporting identified in that evaluation that has materially affected,
or is reasonably likely to materially affect, the Company’s internal control
over financial reporting, other than what has been reported above.





Limitations
on the Effectiveness of Controls and Other Matters





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934, as amended).  Internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements.  Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.  A control system, no matter
how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of a simple error or mistake.  Additionally, controls may be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.





The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, a control may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.




Item
9B.  Other Information.




Not
applicable.




PART
III





Item
10.  Directors, Executive Officers, and Corporate
Governance.




Executive
Officers and Directors





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


Name
            
            Age
            
            PositionAndrew
      J. Schenker
            
            50
            
            Chief Executive
      Officer, Chief Financial Officer, Principal Accounting Officer, President,
      Secretary, Treasurer and director





Andrew J. Schenker,
50 –Has been the Chief Executive Officer,
Chief Financial Officer, Principal Accounting Officer, President, Secretary,
Treasurer and director 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 company.  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.


11




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
11.  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)




Name and Principal
      Position
                      
                      Year
                      
                      Salary
                        ($)
                      
                      
                      Bonus
                        ($)
                      
                      
                      Stock
                        Awards
                        ($)
                      
                      
                      Option
                        Award(s)
                        (#)
                      
                      
                      Non Equity
                        Incentive
                        Plan
                        Compensation
                        ($)
                      
                      
                      Non Qualified
                        Deferred
                        Compensation
                        Earnings
                        ($)
                      
                      
                      All Other
                        Compensation
                        ($)
                      
                      
                      TotalAndrew
      Schenker, CEO, CFO,
                      
                      2010
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-President,
      Secretary, Treasurer
                      
                      2009
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-$
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-$
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-Anthony
      Welch, CEO, President
                      
                      2008
                      
                      $
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-$
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      
                      -0-
                      
                      
                      $
                      -0-
                      
                      
                      $
                      -0-




Our sole
officer and director has received no salary for his services.  The
Company is accruing $5,000 per month for salary.




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





Employment
Contracts





There is
an agreement with Andrew Schenker to be compensated $60,000 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.


12




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




The
following table sets forth certain information regarding beneficial ownership of
our common stock as of September 30, 2010, by (i) each person known by us to be
the beneficial ownership of more than 5 percent of the outstanding common stock,
(ii) each director, (iii) each executive officer, and (iv) all executive
officers and directors as a group.  The number of shares beneficially
owned is determined under the rules promulgated by the SEC, and the information
is not necessarily indicative of beneficial ownership for any other
purpose.  Under those rules, beneficial ownership includes any shares
as to which the individual has sole or shared voting power or investment power
and also any shares which the individual has the right to acquire within 60 days
of the date hereof, through the exercise or conversion of any stock option,
convertible security, warrant or other right.  Including those shares
in the tables does not, however, constitute an admission that the named
stockholder is a direct or indirect beneficial owner of those
shares.  Unless otherwise indicated, each person or entity named in
the table has sole voting power and investment power (or shares that power with
that person's spouse) with respect to all shares of capital stock listed as
owned by that person or entity.  Unless otherwise indicated, the
address of each of the following persons is 638 Main Street, Lake Geneva,
Wisconsin 53147.




Beneficially
      OwnedName
                                                                    
                                                                    Amount
                                                                    
                                                                    
                                                                    PercentJames
      G. Weller
                                                                    
                                                                    
                                                                    12,373,314
                                                                    (1)
                                                                    
                                                                    
                                                                    31.77
                                                                    %Regina
      F. Weller
                                                                    
                                                                    
                                                                    12,373,314
                                                                    (1)
                                                                    
                                                                    
                                                                    31.77
                                                                    %Jason
      C. Eck
                                                                    
                                                                    
                                                                    6,091,657
                                                                    
                                                                    
                                                                    
                                                                    15.64
                                                                    %Andrew
      Schenker, CEO
                                                                    
                                                                    
                                                                    200,000
                                                                    
                                                                    
                                                                    
                                                                    *All
      Officers andDirectors
      as a Group
                                                                    
                                                                    
                                                                    200,000
                                                                    
                                                                    
                                                                    
                                                                    *(*)
      means less than 1.0%




(1)
            James
      G. Weller and Regina F. Weller are husband and wife, and the amount of
      shares set forth above for each includes 6,186,657 shares owned by the
      other. The total of 12,373,314 shares are held in the name of Weller
      Consulting Enterprises, Inc. of which James G. Weller and Regina F. Weller
      are 100% owners.




Item
13.  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 Marilyn Eck, who 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, 2010 and
2009.





At
September 30, 2010, our former executive officer, Jason C. Eck, has loaned
us $489,262.  The loan bears interest of 7.5% and is due on demand and is
convertible into common stock at par value.   Interest was waived until
October 1, 2009.





At
September 30, 2010, shareholder Steve Horowitz, has loaned us $316,300.
 The loan bears interest of 7.5% and is due on demand and is convertible
into common stock at par value.




13





Item
14.  Principle Accounting Fees and Services.





D'Arcangelo
& Co., LLP (“D'Arcangelo”) served as the Company’s independent auditor for
the years ended September 30, 2009 and 2008.  Aaron Stein, CPA
(“Stein”) served as the Company’s independent auditor for the year ended
September 30, 2010.  The following is a summary of the fees billed to
the Company by D'Arcangelo and Stein for professional services rendered
during the years ended September 30, 2010 and 2009, respectively:




September
      30,2010
                    
                    
                    2009Audit
      fees
                    
                    $
                    25,500
                    
                    
                    $
                    23,230Audit
      related fees
                    
                    $
                    0
                    
                    
                    $
                    0Tax
      fees
                    
                    $
                    0
                    
                    
                    $
                    0All
      other fees
                    
                    $
                    0
                    
                    
                    $
                    0Total
                    
                    $
                    25,500
                    
                    
                    $
                    23,230




Audit
fees include fees for the audit and quarterly reviews of the consolidated
financial statements, assistance with and review of documents filed with the SEC
and accounting and financial reporting consultations and research work necessary
to comply with generally accepted auditing standards.  We do not have an
audit committee currently serving and as a result our sole director performs the
duties of an audit committee.  Our sole director will evaluate and approve
in advance, the scope and cost of the engagement of an auditor before the
auditor renders audit and non-audit services.




Item
15.  Exhibits, Financial statement schedules.




(a)  Financial
      Statements.
                  PageReport
      of Independent Registered Public Accountant
                  F-1-2Balance
      Sheets as of September 30, 2010 and 2009
                  F-3Statements
      of Operations for the Years Ended September 30, 2010 and
    2009
                  F-4Statements
      of Stockholders’ Deficit for the Years Ended September 30, 2010 and
      2009
                  F-5Statements
      of Cash Flows for the Years Ended September 30, 2010 and
    2009
                  F-6Notes
      to Financial Statements
                  F-7-14




(b) 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
  corporation.3.1(1)
                                                    
                                                    Articles
      of Incorporation.3.2(1)
                                                    
                                                    Bylaws.4.1(1)
                                                    
                                                    Form
      of certificate representing the Common Stock, $.001 par value per share,
      of Z Yachts, Inc., a Nevada corporation.10.1(3)
                                                    
                                                    Amended
      and Restated Service Contract, dated January 3, 2006.10.2(2)
                                                    
                                                    Amendment
      to Amended and Restated Service Contract, dated July 6,
    2007.10.3(2)
                                                    
                                                    Credit
      Agreement, dated July 6,
2007.




14




10.4(2)
                                                                  
                                                                  Commercial
      Promissory Note, dated July 6, 2007.10.5(3)
                                                                  
                                                                  Asset
      Purchase Agreement between Z Yachts, Inc. and Speedy X Change, dated July
      26, 2008.10.6(3)
                                                                  
                                                                  Partial
      Release of Claims between Z Yachts, Inc. and Jason Eck, dated July 26,
      2008.10.7(1)
                                                                  
                                                                  Certificate
      of Amendment to Articles of Incorporation.10.8*
                                                                  
                                                                  Convertible
      Promissory Note between Search4.Com, Inc and the Company dated February 5,
      2010.10.9*
                                                                  
                                                                  Settlement,
      Release and Cancellation Agreement between Stephen Brock and the Company
      dated July 16, 2010.10.10*
                                                                  
                                                                  Convertible
      Promissory Note between Jason Eck and the Company dated August 17,
      2009/December 2, 2009.10.11
                                                                  
                                                                  Jarish
      Acquisition Agreement Dated June 21, 2010 (Incorporated by reference filed
      with the Company’s Form 8-K and 8-K/A on May 26, 2010 and July 7, 2010,
      respectively).10.12
                                                                  
                                                                  Agreement
      and Plan of Merger between Jarish, Inc. and the Company dated March 30,
      2010 (Incorporated by reference filed with the Company’s Form 8-K on April
      5, 2010).10.13
                                                                  
                                                                  Letter
      of Intent between Jarish, Inc. and the Company  (Incorporated by
      reference filed with the Company’s Form 8-K on February 11,
      2010).16.0
                                                                  
                                                                  Dismissal
      of D’Archangelo & Co., LLP, independent accountant
      and  engagement of Aaron Stein, CPA (Incorporated by reference
      filed with the Company’s Form 8-K on July 19, 2010)31.1*
                                                                  
                                                                  Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2*
                                                                  
                                                                  Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1*
                                                                  
                                                                  Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002.




*
              Filed
      herein
  (1)
              Filed
      as Exhibits 2.1, 3.1, 3.2, 4.1 and 10.7, respectively 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 registrant’s Form
      8-K filed with the SEC on September 28, 2007, and incorporated herein by
      reference.
  (3)
              Filed
      as Exhibits 10.1, 10.5 and 10.6, respectively, to the to the registrant’s
      Form 8-K filed with the SEC on July 31, 2008, and incorporated herein by
      reference.


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.




Date:  January
      12, 2011
              THRIVE
      WORLD WIDE, INC./s/Andrew SchenkerName:
      Andrew SchenkerTitle:
      President and Chief Executive
Officer




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Signature
                  
                  Title
                  
                  Date/s/
      Andrew Schenker
                  
                  President, Chief Executive Office, Chief Financial Officer and Director
                  
                  January
      12, 2011Andrew
      Schenker
                  
                  (Principal
      Executive Officer and Principal Financial Officer and
                    Principal
      Accounting Officer )


15


FINANCIAL
STATEMENTS AND NOTES


THRIVE
WORLD WIDE, INC.


FORM
10-K


TABLE OF
CONTENTS




PageReport
      of Independent Registered Public Accountant
                      F-1-2Balance
      Sheets as of September 30, 2010 and 2009
                      F-3Statements
      of Operationsfor
      the Years Ended September 30, 2010 and 2009
                      F-4Statements
      of Stockholders’ Deficitfor
      the Years Ended September 30, 2010 and 2009
                      F-5Statements
      of Cash Flowsfor
      the Years Ended September 30, 2010 and 2009
                      F-6Notes
      to Financial Statements
                      F-7-14







REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM




Board of
Directors


Thrive
World Wide, Inc.





I have
audited the accompanying balance sheet of Thrive World Wide, Inc. (the
“Company”), as of September 31, 2010 and the related statements of operations,
stockholders’ equity, and cash flows for the year ended September 31,
2010.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on
these financial statements based on my audit.





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audit provides a reasonable basis for
my opinion.





In my
opinion, based on my audit, the financial statements referred to above present
fairly, in all material respects, the financial position of Thrive World Wide,
Inc. as of September 30, 2010 and the related statement of operations,
stockholders’ deficit, and cash flows for the year ended September 31, 2010, in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  However, the Company has suffered
recurring losses from operations that raises substantial doubt about its ability
to continue as a going concern. Management plans in regards to these matters are
described in Note A.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




/s/
Aaron Stein, CPA


Woodmere,
NY


January
11, 2011




F-1


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 A.
 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


F-2




Thrive
      World Wide, Inc.Balance
Sheets





September 30,2010
                                                    
                                                    
                                                    2009ASSETSCurrent AssetsCash
                                                    
                                                    $
                                                    1
                                                    
                                                    
                                                    $
                                                    -Due
      from joint venture partner
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    9,752Total
      Current Assets
                                                    
                                                    
                                                    1
                                                    
                                                    
                                                    
                                                    9,752Fixed
      assets, net (Note B)
                                                    
                                                    
                                                    10,927
                                                    
                                                    
                                                    
                                                    -Total
      Assets
                                                    
                                                    $
                                                    10,928
                                                    
                                                    
                                                    $
                                                    9,752LIABILITIES AND STOCKHOLDERS'
      DEFICITCurrent LiabilitiesAccounts
      payable (Note C)
                                                    
                                                    $
                                                    310,560
                                                    
                                                    
                                                    $
                                                    138,687Accounts
      payable - related parties (Note C)
                                                    
                                                    
                                                    40,000
                                                    
                                                    
                                                    
                                                    5,000Accrued
      expenses (Note C)
                                                    
                                                    
                                                    70,414
                                                    
                                                    
                                                    
                                                    25,422Shareholder
      promissory notes (Note D)
                                                    
                                                    
                                                    856,634
                                                    
                                                    
                                                    
                                                    745,376Notes
      payable (Note E)
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    30,000Bank
      line of credit (Note F)
                                                    
                                                    
                                                    95,636
                                                    
                                                    
                                                    
                                                    95,636Total
      Current Liabilities
                                                    
                                                    
                                                    1,373,244
                                                    
                                                    
                                                    
                                                    1,040,121Total
      Liabilities
                                                    
                                                    
                                                    1,373,244
                                                    
                                                    
                                                    
                                                    1,040,121Stockholders' Deficit (Note
    G)Preferred
      stock, par value $.001, 10,000,000 shares authorized; none issued and
      outstanding at June 30, 2010 or September 30, 2009.
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -Common
      stock, par value $.001, 200,000,000 shares authorized; 38,945,125 and
      27,050,000 issued and outstanding at September 30, 2010 and 2009,
      respectively.
                                                    
                                                    
                                                    38,945
                                                    
                                                    
                                                    
                                                    27,050Additional
      paid-in capital
                                                    
                                                    
                                                    1,692,924
                                                    
                                                    
                                                    
                                                    1,538,989Accumulated
      deficit
                                                    
                                                    
                                                    (3,094,185
                                                    )
                                                    
                                                    
                                                    (2,596,408
                                                    )Total
      Stockholders' Deficit
                                                    
                                                    
                                                    (1,362,316
                                                    )
                                                    
                                                    
                                                    (1,030,369
                                                    )Total
      Liabilities and Stockholders' Deficit
                                                    
                                                    $
                                                    10,928
                                                    
                                                    
                                                    $
                                                    9,752





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS




F-3





Thrive
      World Wide, Inc.Statements
      of OperationFor the Years Ended September 30, 2010 and
      2009


Year EndedSeptember 30,2010
                
                
                2009RevenueRevenue
                
                $
                -
                
                
                $
                -Operating
      expensesGeneral
      and administrative
                
                
                280,518
                
                
                
                154,985Depreciation
      & amortization
                
                
                1,324
                
                
                
                -Total
      operating expenses
                
                
                281,842
                
                
                
                154,985Loss
      from operations
                
                
                (281,842
                )
                
                
                (154,985
                )Other
      income/(expense)Interest
      expense
                
                
                (60,346
                )
                
                
                (34,181
                )Gain
      on forgiveness of debt
                
                
                3,411
                
                
                
                67,144Loss
      on equity method investments
                
                
                (159,000
                )
                
                
                -Total
      other income (expense)
                
                
                (215,935
                )
                
                
                32,963Loss
      from continuing operations
                
                
                (497,777
                )
                
                
                (122,022
                )Discontinued
      operationsLoss
      from operations of discontinued brokerage business
                
                
                -
                
                
                
                (1,200
                )Net
      loss
                
                
                (497,777
                )
                
                
                (123,222
                )Basic
      loss per share from continuing operations
                
                $
                (0.02
                )
                
                $
                (0.00
                )Basic
      loss per share from discontinued operations
                
                $
                -
                
                
                $
                (0.00
                )Net
      basic loss per share
                
                $
                (0.02
                )
                
                $
                (0.01
                )Weighted
      average common shares outstanding:Basic
      and diluted
                
                
                32,657,441
                
                
                
                24,469,589The
      average shares listed below were not included in the computation of
      diluted losses per share because to do so would have been antidilutive for
      the periods presented:Warrants
                
                
                956,664
                
                
                
                -Convertible
      promissory notes
                
                
                817,196,351
                
                
                
                745,376,000





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS




F-4





Thrive
      World Wide, Inc.Statement
      of Stockholders' DeficitFor the Years Ended September 30, 2010 and
      2009


Common Stock
                
                
                Additional
                
                
                
                
                
                TotalNumber of
                
                
                
                
                
                Paid-in
                
                
                Deficit
                
                
                Stockholders'Shares
                
                
                Amount
                
                
                Capital
                
                
                Accumulated
                
                
                DeficiencyBALANCES
      September 30, 2008
                
                
                24,000,000
                
                
                $
                24,000
                
                
                $
                1,538,989
                
                
                $
                (2,475,186
                )
                
                $
                (912,197
                )Shares
      issued for 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
                )Shares
      issued for cash, net of finder's fees totaling $70,725
                
                
                1,148,625
                
                
                
                1,149
                
                
                
                157,851
                
                
                
                
                
                
                
                159,000Shares
      issued for services
                
                
                200,000
                
                
                
                200
                
                
                
                5,400
                
                
                
                
                
                
                
                5,600Shares
      issued for debt conversion
                
                
                11,230,000
                
                
                
                11,230
                
                
                
                -
                
                
                
                
                
                
                
                11,230Shares
      constructively retired
                
                
                (683,500
                )
                
                
                (684
                )
                
                
                (9,316
                )
                
                
                
                
                
                
                (10,000
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (497,777
                )
                
                
                (497,777
                )BALANCES
      September 30, 2010
                
                
                38,945,125
                
                
                $
                38,945
                
                
                $
                1,692,924
                
                
                $
                (3,094,185
                )
                
                $
                (1,362,316
                )





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS




F-5





Thrive
      World Wide, Inc.Statements
      of Cash FlowsFor the Years Ended September 30, 2010 and
      2009


Year EndedSeptember 30,2010
                    
                    
                    2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                    
                    $
                    (497,777
                    )
                    
                    $
                    (123,222
                    )Adjustments
      to reconcile net income/loss to net cash (used in) provided by
      operating activities:Depreciation
      & amortization
                    
                    
                    1,324
                    
                    
                    
                    -Common
      stock issued for accrued interest
                    
                    
                    11,230
                    
                    
                    
                    -Common
      stock issued for services
                    
                    
                    5,600
                    
                    
                    
                    -Gain
      on forgiveness of debt
                    
                    
                    -
                    
                    
                    
                    (67,144
                    )CHANGES
      IN CURRENT ASSETS AND LIABILITIES:Increase
      (decrease) in:Other
      current assets
                    
                    
                    9,752
                    
                    
                    
                    (5,457
                    )Accounts
      payable
                    
                    
                    171,873
                    
                    
                    
                    92,150Accounts
      payable - related parties
                    
                    
                    35,000
                    
                    
                    
                    (38,907
                    )Accrued
      expenses
                    
                    
                    44,992
                    
                    
                    
                    51,584NET
      CASH PROVIDED (USED) FOR OPERATING ACTIVITIES
                    
                    
                    (218,006
                    )
                    
                    
                    (90,996
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of furniture and equipment
                    
                    
                    (12,252
                    )
                    
                    
                    -NET
      CASH PROVIDED (USED) FOR INVESTING ACTIVITIES
                    
                    
                    (12,252
                    )
                    
                    
                    -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from the sale of common stock, net
                    
                    
                    159,000Repurchase
      of common stock
                    
                    
                    (10,000
                    )
                    
                    
                    -Payments
      of notes payable
                    
                    
                    (30,000
                    )
                    
                    
                    -Payments
      of shareholder notes
                    
                    
                    -
                    
                    
                    
                    -Proceeds
      from shareholder notes
                    
                    
                    111,259
                    
                    
                    
                    90,996NET
      CASH PROVIDED (USED) FOR FINANCING ACTIVITIES
                    
                    
                    230,259
                    
                    
                    
                    90,996NET
      INCREASE/(DECREASE) IN CASH
                    
                    
                    1
                    
                    
                    
                    -CASH,
      beginning of period
                    
                    
                    -
                    
                    
                    
                    -CASH,
      end of period
                    
                    $
                    1
                    
                    
                    $
                    -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID DURING THE PERIODS FOR:Taxes
      paid
                    
                    $
                    -
                    
                    
                    $
                    -Interest
      paid
                    
                    $
                    -
                    
                    
                    $
                    -NON-CASH
      OPERATING ACTIVITIES:Common
      stock issued as compensation
                    
                    $
                    5,600
                    
                    
                    $
                    -Common
      stock issued for shareholder notes accrued interest
                    
                    $
                    11,230
                    
                    
                    $
                    -





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS




F-6


THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009




NOTE A – ORGNIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Organization


Prior to
July 26, 2008, the Company was known as Z Yachts, Inc., and was a full-service
boat brokerage company that served both recreational boaters and the marine
industry.  On July 26, 2008, the Company determined that it would no
longer operate as a boat broker.  From 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.  The Company’s board of directors then abandoned those operations
and subsequently established a new business model of creating, marketing and
licensing new media technologies.  In furtherance of the new business
direction, on May 18, 2009, the Company entered into Binding Letter of Intent to
acquire 100% of the stock of STB Telemedia.  Then, on July 16, 2009,
the Company entered into a Binding Letter of Intent with STB Telemedia,
Inc.  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.  As the result of our due diligence, the Company elected not to
move forward with the merger with STB Telemedia, Inc. and we terminated our
joint venture as a result of poor performance.





On June
21, 2010, the Company entered into an Asset Acquisition Agreement with Jarish,
Inc. pursuant to which the Company agreed to acquire from Jarish, Inc. all
assets exclusive to Mycitypoint.com, Pointcredtis.com and Pointscredits.com.
This asset acquisition was intended to enhance the ability of Thrive World Wide,
Inc. to offer additional specialty services through an electronic media
venue.   The Company believed that it would be able to provide a
unique end-to-end vertical solution that would accommodate content creation and
distribution to a broad segment of the market via the
Internet.  However, the Company was compelled to terminate this
transaction due to material misrepresentations made by Jarish,
Inc.  As a result, the Company elected to pursue our own
business.





The
Company has developed DailyHotDeal.com, a locally focused group buying site that
features a deeply discounted daily coupon for dining, activities, services,
memberships or anything else that a person may purchase from a local
retailer.  We will obtain subscribers through various online marketing
efforts.  These subscribers will be sent a daily email containing a
single offer for that day.  The subscribers will then be able to
purchase directly from our site a coupon for that offer.  Each offer
will have a minimum amount of purchases needed for the deal to become
active.  For example, if a deal has a minimum number of purchases of
100 and 99 people purchase it then no one gets the deal.  Once 100
people purchase the deal all purchases receive the deal.  When they
purchase the coupon they will be able to print it out and bring it to the
retailer for redemption.  The DailyHotDeal.com business model allows
local merchants to reach a clientele that is willing to prepay for their
services.  We receive a percentage of each sale at the time the coupon
is purchased.





Going
Concern


Recent
operating results give rise to concerns about the Company's ability to generate
cash flow from operations sufficient to sustain ongoing viability.  As
of September 30, 2010, we had an accumulated deficit of $3,094,185 and negative
working capital of $1,373,243.  Net loss for the year ended September
30, 2010 and 2009 was $497,777 and $123,222, respectively.  As a
result, these conditions raise substantial doubt concerning the Company’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.





Accounting
estimates


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





Cash and cash
equivalents


For
purposes of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with an original maturity of three months or less to
be cash equivalents.  Cash and cash equivalents may at times exceed
federally insured limits.  To minimize this risk, the Company places
its cash and cash equivalents with high credit quality
institutions.




F-7





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009





NOTE A – ORGNIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Accounts
Receivable


Accounts
receivable are reported at the customers' outstanding balances.  The
Company does not have a history of significant bad debt and has not recorded any
allowance for doubtful accounts.  Interest is not accrued on overdue
accounts receivable.  The Company evaluates receivables on a regular
basis for potential reserve.





Property and
Equipment


Property
and equipment are stated at cost.  Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective assets, are
expensed.  At the time property and equipment are retired or otherwise
disposed of, the asset and related accumulated depreciation accounts are
relieved of the applicable amounts.  Gains or losses from retirements
or sales are credited or charged to income.





The
Company depreciates its property and equipment on a straight line basis at the
following rates as applied to net depreciable value:





Computer
      equipment and software:
                    3
      yearsFurniture
      and fixtures:
                    5 –
      7 yearsMachinery
      and equipment
                    5 –
      7 yearsLeasehold
      improvements
                    7
      years




Long-Lived
Assets


Accounting
for the Impairment or Disposal of Long-Lived Assets requires that long-lived
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the historical cost-carrying value of an asset may not be
recovered.  The Company assesses recoverability of the carrying value
of an asset by estimating the fair value of the asset.  If the fair
value is 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.





Stock-Based
Compensation


The
Company accounts for all compensation related to stock, options or warrants
using a fair value based method whereby compensation cost is measured at the
grant date based on the value of the award and is recognized over the service
period, which is usually the vesting period.  Stock issued for
compensation is valued using the market price of the stock on the date of the
related agreement.  We use the Black-Scholes pricing model to
calculate the fair value of options and warrants issued to both employees and
non-employees.  In calculating this fair value, there are certain
assumptions that we use consisting of the expected life of the option, risk-free
interest rate, dividend yield, volatility and forfeiture rate.  The
use of a different estimate for any one of these components could have a
material impact on the amount of calculated compensation expense.





Revenue


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.





Advertising
Costs


The
Company expenses all advertising as incurred.  No advertising expense
was incurred during 2010 or 2009.





Earnings (Loss) per common
share


The
Company reports both basic and diluted earnings (loss) per
share.  Basic loss per share is calculated using the weighted average
number of common shares outstanding in the period.  Diluted loss per
share includes potentially dilutive securities such as outstanding options and
warrants, using the “treasury stock” method and convertible securities using the
“if-converted” method.




F-8





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009





NOTE A – ORGNIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Income
Taxes


The
Company accounts for income taxes under the asset and liability method, which
requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements.  Under this method, deferred tax assets and liabilities
are determined based on differences between financial statements and tax basis
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.  The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in
the period that includes the enactment date.





The
Company records net deferred tax assets to the extent the Company believes these
assets will more likely than not be realized.  In making such
determination, the Company considers all available positive and negative
evidence, including future reversals of existing taxable temporary differences,
projected future taxable income, tax planning strategies and recent financial
operations.  A valuation allowance is established against deferred tax
assets that do not meet the criteria for recognition.  In the event
the Company were to determine that it would be able to realize deferred income
tax assets in the future in excess of their net recorded amount, we would make
an adjustment to the valuation allowance which would reduce the provision for
income taxes.





The
Company follows the accounting guidance which provides that a tax benefit from
an uncertain tax position may be recognized when it is more likely than not that
the position will be sustained upon examination, including resolutions of any
related appeals or litigation processes, based on the technical
merits.  Income tax provisions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized initially and in
subsequent periods.  Also included is guidance on measurement,
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition.





Fair Value of Financial
Instruments


The
Company’s financial instruments generally include cash and accounts
receivable.  The carrying amount of these financial instruments has
been estimated by management to approximate fair value.




“Disclosures
about Fair Value of Financial Instruments,” requires disclosures of information
regarding the fair value of certain financial instruments for which it is
practicable to estimate the value. For purpose of this disclosure, the fair
value of a financial instrument is the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a
forced sale of liquidation.





The
company accounts for certain assets and liabilities at fair value. The hierarchy
below lists three levels of fair value based on the extent to which inputs used
in measuring fair value are observable in the market. We categorize each of
our fair value measurements in one of these three levels based on the lowest
level input that is significant to the fair value measurement in its entirety.
These levels are:





Level
1—inputs are based upon unadjusted quoted prices for identical instruments
traded in active markets.





Level
2—inputs are based upon quoted prices for similar instruments in active markets,
quoted prices for identical or similar instruments in markets that are not
active, and model-based valuation techniques (e.g. the Black-Scholes model) for
which all significant inputs are observable in the market or can be corroborated
by observable market data for substantially the full term of the assets or
liabilities. Where applicable, these models project future cash flows and
discount the future amounts to a present value using market-based observable
inputs including interest rate curves, foreign exchange rates, and forward and
spot prices for currencies and commodities.





Level
3—inputs are generally unobservable and typically reflect management’s estimates
of assumptions that market participants would use in pricing the asset or
liability. The fair values are therefore determined using model-based
techniques, including option pricing models and discounted cash flow
models.





Non-Marketable Equity
Investments


Our
non-marketable equity investments are included in other long-term
assets.  We use the Equity method of accounting
for non-marketable equity investments for which we have the ability to exercise
significant influence, but do not have control over the
investee.


F-9





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009





NOTE A – ORGNIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements


In
February 2010 the Financial Accounting Standards Board (“FASB”) issued
Accounting Standard Update 2010-09 Subsequent Events (Topic 855). This new
guidance supersedes the subsequent event standard issued in May 2009 and no
longer requires a company to disclose the date through which subsequent events
have been evaluated.





In
September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and
Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net
Asset Value per Share (or its equivalent).  This ASU permits use of a
practical expedient, with appropriate disclosures, when measuring the fair value
of an alternative investment that does not have a readily determinable fair
value.  ASU No. 2009-12 is effective for interim and annual periods
ending after December 15, 2009, with early application
permitted.  Since the Company does not currently have any such
investments, it does not anticipate any impact on its financial statements upon
adoption.





In August
2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures
(Topic 820) – Measuring Liabilities at Fair Value.  This ASU clarifies
the fair market value measurement of liabilities.  In circumstances
where a quoted price in an active market for the identical liability is not
available, a reporting entity is required to measure fair value using one or
more of the following techniques: a technique that uses quoted price of the
identical or a similar liability or liabilities when traded as an asset or
assets, or another valuation technique that is consistent with the principles of
Topic 820 such as an income or market approach.  ASU No. 2009-05 was
effective upon issuance and it did not result in any significant financial
impact on the Company upon adoption.





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 non-authoritative. 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 April
2009, the FASB issued an update to FASB ASC 820, “Fair Value Measurements and
Disclosures,” related to providing guidance on when the volume and level of
activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly.  The update clarifies the
methodology to be used to determine fair value when there is no active market or
where the price inputs being used represent distressed sales.  The
update also reaffirms the objective of fair value measurement, as stated in FASB
ASC 820, which is to reflect how much an asset would be sold in and orderly
transaction, and the need to use judgment to determine if a formerly active
market has become inactive, as well as to determine fair values when markets
have become inactive.  The Company adopted this Statement in the
second quarter of 2009 without significant financial impact.





NOTE B – FIXED
ASSETS





Furniture
and equipment are depreciated on a straight line basis over their estimated
useful life from 3 – 7 years.  Fixed assets consisted of the following
at September 30, 2010 and 2009:




September30,2010
                      
                      
                      2009Computers
                      
                      $
                      949
                      
                      
                      $
                      -Software
                      
                      
                      11,302
                      
                      
                      
                      -12,251
                      
                      
                      
                      -Accumulated
      depreciation
                      
                      
                      (1,324
                      )
                      
                      
                      -Fixed
      assets, net
                      
                      $
                      10,927
                      
                      
                      $
                      -





Depreciation
expense for the year ended September 30, 2010 was $1,324.


F-10





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009





NOTE C – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES





Accounts
payable and accrued expenses as of September 30, 2010 and 2009 consists of
the following:





September30,2010
                          
                          
                          2009Professional
      fees
                          
                          $
                          266,720
                          
                          
                          $
                          127,242Non-trade
      payables
                          
                          
                          43,840
                          
                          
                          
                          14,868Due
      to CEO for accrued wages
                          
                          
                          40,000
                          
                          
                          
                          5,000Accrued
      interest
                          
                          
                          70,414
                          
                          
                          
                          21,999Total
                          
                          $
                          420,974
                          
                          
                          $
                          169,109




NOTE D– SHAREHOLDER
PROMISSORY NOTES





The
stockholders have and will continue to advance money to Thrive World Wide, Inc.
on an as-needed basis.  At September 30, 2010 and 2009, stockholder loans
consisted of the following:





1.
            ($316,300)
      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 stock (at present $0.001 per share).  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 the 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.  Per ASC 470-20-25-12, no
      portion of the proceeds from this note are attributable to the conversion
      feature as the conversion can be made at the option of the holder at a
      specified price and only upon default, the conversion price does not
      decrease, 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 was greater than the perceived market value of the
      stock.  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.





As of
September 30, 2010, $91,093 has been advanced from Horowitz directly to pay
bills of the Company.  The total amount due this stockholder as of
September 30, 2010 is $328,585, including $316,300 of principle and $12,285 of
accrued interest.  During 2009, Horowitz Consulting Group, LLC
exercised 3,050,000 shares at par value, which resulted in debt reduction in the
amount of $3,050.  During the year ended September 30, 2010, Horowitz
Consulting Group, LLC exercised 9,700,000 shares at par value, which resulted in
debt reduction in the amount of $9,700 all of which was applied to accrued
interest.  Converted amounts are first applied to accrued interest and
then to principle.





Interest
expense in the amount of $21,985 has been recorded for the year ended September
30, 2010 and is included in accrued expenses.


F-11





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009





NOTE D– SHAREHOLDER
PROMISSORY NOTES(Continued)




2.
              ($489,262)
      The second loan is from a former director and officer.  At one
      time 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 $11,141 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.  A convertible promissory note was executed on August
      17, 2009 for $478,451 bearing interest at 7.5% (with no interest accruing
      until October 1, 2009) and maturing on February 15, 2011.  In
      addition, this note is convertible at any time at the conversion price
      equal to the par value of our common stock (at present $0.001 per
      share).  The note contains 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 lender has 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.  The lender has
      agreed to limit the conversion right under the notes based on the fact
      that the Company does not have sufficient authorized shares to allow for
      the conversion of the note and the fact that the Company will need to
      issue shares in order to raise other operating capital as set forth
      herein.   Per ASC 470-20-25-12, no portion of the proceeds
      from this note are attributable to the conversion feature as the
      conversion can be made at the option of the holder at a specified price
      and only upon default, the conversion price does not decrease, 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
      was greater than the perceived market value of the stock.  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.





As of
September 30, 2010, $10,812 has been advanced from this shareholder to pay bills
of the Company.  As of September 30, 2010, this shareholder was due
$525,099, including $489,262 of principle and $35,836 of accrued
interest.  During the year ended September 30, 2010, 1,530,000 shares
were exercised at par value, which resulted in debt reduction in the amount of
$1,530 all of which was applied to accrued interest.  Converted
amounts are first applied to accrued interest and then to
principle.





Interest
expense in the amount of $37,366 has been recorded for the year ended September
30, 2010 and is included in accrued expenses.





3.
            ($51,072)
      On February 15, 2010, we issued a convertible promissory note in the face
      amount of $949 to Search4.com.  The note provides for additional
      infusions of capital, bears interest of twelve (7.5%) percent per annum is
      due on demand, is convertible into common stock at the par value of our
      common stock (at present $0.001 per share),  and matures on February
      5, 2013 in the event the full balance owing has not been
      paid.  The Note contains a provision limiting the conversion
      thereof 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 lender has 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.  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 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, 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.





As of
September 30, 2010, $51,072 has been advanced from this shareholder to pay bills
of the Company.  As of September 30, 2010, this shareholder was due
$52,141, including $51,072 of principle and $1,069 of accrued
interest.  Interest expense in the amount of $1,069 has been recorded
for the year ended September 30, 2010 and is included in accrued
expenses.




F-12





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009





NOTE E – NOTES
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%).  On July 16, 2010, the Company and the note holder reached a
Settlement, Release and Cancellation Agreement whereby in exchange for $40,000,
the note holder agreed to release the Company of all claims and return 683,500
shares of common stock.  The settlement was executed and all claims
settled by September 30, 2010.





NOTE F – BANK LINE OF
CREDIT





Our Bank
line of credit consists of a $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, 2010.  As of
September 30, 2010, the total due is $116,860, including $95,636 of principle
and $21,224 of accrued interest.  During the year ended September 30,
2010 and 2009, the Company recognized $7,413 and $11,911, respectively in
interest expense.





NOTE G – COMMON
STOCK





On August
10, 2009, the Company’s board of directors believed it was in the best interest
of the Company to issue 3,050,000 shares of the Company's common stock to the
following individuals in consideration of the conversion into stock by Horowitz
Consulting Group, LLC of certain notes payable by the Company 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
the year ended September 30, 2010, the Company issued 1,148,325 shares of stock
in exchange for $229,725.  The Company paid $70,725 as a finder’s fee
which was recorded as a reduction to additional-paid-in-capital resulting in net
proceeds of $159,000.





During
the year ended September 30, 2010, the Company issued 200,000 shares of common
stock for services valued at $5,600.





During
the year ended September 30, 2010, the Company issued 11,230,000 shares of
common stock upon the conversion of notes payable resulting in a $11,230
reduction of accrued interest related to the shareholder notes
above.





During
the year ended September 30, 2010, the Company agreed to settle $30,000 of debt
and receive 683,500 shares of common stock in exchange for $40,000 (See Note
E).  The excess of $10,000 was allocated to the 683,500 shares for an
effective price of $0.0146 per share on July 16, 2010 when the close price of
the Company’s common stock was $.05 per share.  Pursuant to ASC
505-30-30-5 the shares were constructively retired and recorded as a reduction
to additional-paid-in-capital.





NOTE H – INVESTMENT IN JOINT
VENTURE





On July
16, 2009, the Company and STB Telemedia, Inc., entered into a formal joint
venture agreement.  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 and as co-owner thereof.  The joint venture was managed
by an independent third party who controled the day-to-day management of the
joint venture.  As a result, the Company accounted for its investment
using the Equity Method
of accounting.  During 2010, the operating results of the joint
venture caused the Company to reevaluate its participation and conclude that the
joint venture will not be successful.  As such we have removed the
asset from our financial statements and recognized a combined loss from joint
venture operations and fair value adjustment of $159,000.




F-13





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTSYEARS ENDED SEPTEMBER 30, 2010 AND
      2009





NOTEI– RELATED PARTY
TRANSACTIONS





For the
years ended September 30, 2010 and 2009, 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.





NOTEJ– SUBSEQUENT
EVENTS





Pursuant
to FASB Accounting Standards Codification 855, Subsequent Events, Including ASC
855-10-S99-2, the Company evaluated subsequent events through January11,
2011





Shareholders
have loaned the Company an additional $18,854 of operating capital under their
promissory notes above.


F-14