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, 2009





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





For the
transition period from ______________to ____________





Commission
File Number 333-127597





THRIVE
WORLD WIDE, INC.


(Name of
small business issuer in its charter)





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





Issuer’s
telephone number(262)
749-0373





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





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





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





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





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





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





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





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







Form
10-K


For
the Fiscal Year Ended September 30, 2009





TABLE
OF CONTENTS




PagePART
      IItem
      1.
                        Description
      of Business
                        
                        3Item
      2
                        Description
      of PropertyItem
      3.
                        Legal
      Proceedings.
                        
                        4Item
      4.
                        Submission
      of Matters to a Vote of Security Holders
                        
                        4PART
      IIItem
      5.
                        Market
      for Common Equity and Related Stockholder Matters.
                        
                        5Item
      6.
                        Management’s
      Discussion and Analysis.
                        
                        6Item
      7.
                        Financial
      Statements.
                        
                        11Item
      8.
                        Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                        
                        22Item
      8A.
                        Controls
      and Procedures.
                        
                        22PART
      IIIItem
      9.
                        Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a)  of the Exchange
    Act.
                        
                        22Item
      10.
                        Executive
      Compensation.
                        
                        23Item
      11.
                        Security
      Ownership of Certain Beneficial Owners and Management  and
      Related Stockholder Matters.
                        
                        24Item
      12.
                        Certain
      Relationships and Related Transactions, and Director
      Independence.
                        
                        25Item
      13.
                        Exhibits.
                        
                        25Item
      14.
                        Principal
      Accountant Fees and Services.
                        
                        26


2





Form
10-K


For
the Fiscal Year Ended September 30, 2009





PART
I





Forward
Looking Statement





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.





Item
      1.
            Description
      of Business.





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





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





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


3





The
Company also accepted the resignations 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 a director of the Company to be effective immediately upon the
aforementioned resignations, which were presented and accepted by the Company on
July 16, 2009.





Item
      2.
            Description
      of Property.





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





Item
      3.
            Legal
      Proceedings.





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





Item
      4.
            Submission
      of Matters to a Vote of Security
Holders.





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





On August
10, 2009, the Company’s board of directors believed it was in the best interest
of the Company to issue shares of the Company's common stock to the following
individuals in consideration of the conversion into stock of certain notes
payable by the Company (as more fully described in Item   :
common stock in consideration for such debt cancellation was as
follows:  One Million Shares (1,000,000) to Waters Edge Advisors;
Eight Hundred Thousand Shares (800,000); and Five Hundred
Thousand  Shares (500,000) and a corresponding charge was made to
common stock and to additional paid in capital.





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


4





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





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





On July
26, 2008, the Company approved that the directors and the majority stockholders,
of the Company, are authorized, in their sole discretion, to affect a reverse
split of the Company's common stock based upon a ratio of not less than
one-for-two nor more than one-for-five shares at any time subsequent to August
1, 2009. Notwithstanding the approval of this resolution, the directors and
majority stockholders may, in their sole discretion, determine not to effect,
and abandon, the reverse stock split without further action by the Company’s
Directors and the Majority Stockholders.





PART
II





Item
      5.
            Market
      for Common Equity and Related Stockholder
  Matters.





Market
Information





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





Holders
of Record





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





Dividend
Policy





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





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


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


5





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





Unregistered
Sales of Equity Securities





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





Item
      6.
            Management’s
      Discussion and Analysis.





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





Overview





The
Company’s strategy is to acquire established pathology labs and medical
diagnostic companies and introduce new automation and cancer detection
technologies to the marketplace. The Company believes that the application of
automated cancer detection technologies will provide physicians and laboratories
with the genomic information necessary to determine the presence or absence of
cancer by reducing the uncertainty for the pathologist and consumer by
eliminating false positive and false negatives resulting from current
conventional and inaccurate cancer diagnostic techniques.





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





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





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





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





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


6





Other
income for the twelve months ended September 30, 2009 was $67,144.  This
was an increase of $10,541, or 18.6%, as compared to other income of $56,603 for
the twelve months ended September 30, 2008.  The increase is primarily
attributable to the receipt of a non-refundable deposit of $50,000 paid to the
Company by Boveran Diagnostics, Inc.





We had no
gain on the sale of assets for the twelve months ended September 30, 2009, as
compared to the gain on the sale of assets of $10,000 for the twelve months
ended September 30, 2008.





We had
net loss of $121,222 (or basic and diluted loss per share of $0.01) for the
twelve months ended September 30, 2009, as compared to net loss of $451,593 (or
basic and diluted loss per share of $0.02) for the twelve months ended September
30, 2008.  The decrease in net loss was primarily due to the disposition of
the brokerage business and the attendant reduction in salaries.





Liquidity
and Capital Resources





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





As of
September 30, 2009, we had total current liabilities of $1,040,121 consisting of
loans from stockholders of $478,451, bank lines of credit of $296,925, accounts
payable to related parties of $95,636, accrued expenses of $25,422, a note
payable of $40,430 which is in default (discussed below), accounts payable of
$143,687 and bank overdraft of $535. Accrued expenses consisted of credit card
liabilities and accrued interest.  See “Item 12, entitled, Certain
Relationships and Related Transactions” for a discussion regarding the loans
from stockholders and accounts payable to related parties.





We had
negative working capital of $1,030,369 as of September 30, 2009. The ratio of
current assets to current liabilities was .004% as of September 30,
2009.





Cash
flows from operations were not sufficient to fund our requirements during the
twelve months ended September 30, 2009. Our current cash requirements are
approximately $6,500 per month. To make up the short fall, we utilized a portion
of the $50,000 non-refundable deposit we received upon executing a non-binding
Amended Term Sheet that was executed on July 11, 2009 with Thrive World
Wide, Inc., an unrelated multimedia, web based marketing and telecommunications
technology company, with respect to a proposed transaction whereby certain
shareholders of the Company would sell a controlling interest in the Company
to Thrive World Wide, Inc. and Thrive World Wide, Inc. would merge with the
Company.





We are in
the process of negotiating our outstanding debt with our creditors. In December
2008 we renegotiated and settled the outstanding balance on our line of credit
with Washington Mutual. As a result, Washington Mutual has agreed to reduce the
line of credit from $22,632 to $4,429.





On July
6, 2007, we issued a promissory note in the amount of $42,430 to PCMS’ parent
company for PCMS to provide us with six months of regulatory compliance services
regarding periodic and other reports that we are required to file with the SEC.
 The note matured on January 6, 2008, and is currently in default, in which
event, we have agreed to confess or stipulate judgment against us for all
outstanding principal, unpaid interest and all other amounts due under the note
in any lawsuit filed by the holder, and the amount of the judgment will be
immediately due and payable.  We have contacted the holder in an effort to
extend the date of repayment of the note, but there can be no assurance that we
will be successful in negotiating an extension; therefore, we could suffer a
judgment related to the note.





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


7





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





Critical
Accounting Policies





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





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





Revenue
Recognition





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





Income
Taxes





Prior to
April 8, 2005, we were a limited liability company whereby federal and state
income taxes were not payable by, or provided for.  Members were taxed
individually on their share of partnership earnings.  From April 8, 2005
going forward, we recognize deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.  We provide a
valuation allowance for deferred tax assets for which we do not consider
realization of such assets to be more likely than not.  During fiscal 2009,
we incurred net losses and, therefore, had no tax liability.  The net
deferred tax asset generated by the loss carry-forward has been fully
reserved.





Plan
of Operations for the Year Ending September 30, 2010





We intend
to grow our existing organization by obtaining financing and acquiring
established pathology labs and medical diagnostic companies and introducing new
automation and multimedia, web based marketing and telecommunications
technologies to the marketplace. If we are unable to obtain the requisite
financing we will withdraw from this market and seek a business combination or
merger transaction.





Risk
Factors





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





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


8





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





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





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





We
may incur debt to finance continued operation.





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





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





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





We
are dependent upon certain key officers and employees.





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





Our
Board of Directors is not independent.





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





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





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


9





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





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





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





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





·
            Sales
      of stock by our stockholders; and





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





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





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


10





Item
      7.
            Financial
      Statements.





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





[Not
Presented AS A Part Hereof]


11





Thrive
World Wide, Inc.


Balance
Sheet


September
30, 2009





September 30,
                              2009AssetsDue
      from Thrive World Wide, LLC
                            
                            $
                            9,752Other
      current assetTotal
      current assets
                            
                            
                            9,752-Total
      assets
                            
                            $
                            9,752Liabilities
      and Stockholders’ DeficitBank
      overdraft
                            
                            $
                            -Escrow
      liability
                            
                            
                            -Accounts
      payable
                            
                            
                            143,687Accounts
      payable - related parties
                            
                            
                            -Accrued
      expenses
                            
                            
                            25,422Loans
      from stockholders
                            
                            
                            478,451Note
      payable
                            
                            
                            296,925Bank
      lines of credit
                            
                            
                            95,636Total
      current liabilities
                            
                            
                            1,040,121Stockholders'
      deficitPreferred
      stock, $.001 par value, 10,000,000 shares authorized, 0 issued and
      outstanding
                            
                            
                            -Common
      stock, $.001 par value, 200,000,000 shares authorized, 27,050,000 issued
      and outstanding
                            
                            
                            27,050Additional
      paid in capital
                            
                            
                            1,538,989Accumulated
      deficit
                            
                            
                            (2,596,408
                            )Total
      stockholders' deficit
                            
                            
                            (1,030,369
                            )Total
      liabilities and stockholders' deficit
                            
                            $
                            9,752





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


12





Thrive
World Wide, Inc.


Statements
of Operations


Years
Ended September 30, 2009 and 2008





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





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


13




Thrive
World Wide, Inc.


Statements
of Cash Flows


Years
Ended September 30, 2009 and 2008





2009
                        
                        
                        2008Cash
      Flows From Operating ActivitiesNet
      loss
                        
                        $
                        (121,222
                        )
                        
                        $
                        (451,593
                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      expense
                        
                        
                        -
                        
                        
                        
                        3,653Non-cash
      services paid with equity interest
                        
                        
                        -
                        
                        
                        
                        30,966Gain
      on sale of assets
                        
                        
                        -
                        
                        
                        
                        (10,000
                        )Changes
      in:Cash,
      escrow
                        
                        
                        
                        
                        
                        
                        (11,500
                        )Escrow
      deposit
                        
                        
                        4,245
                        
                        
                        
                        (4,245
                        )Other
      current asset
                        
                        
                        50
                        
                        
                        
                        390,535Due
      From Thrive World Wide, LLC
                        
                        
                        (9,752
                        )
                        
                        
                        -Bank
      overdraft
                        
                        
                        
                        
                        
                        
                        535Accounts
      payable
                        
                        
                        92,150
                        
                        
                        
                        (2,111
                        )Accounts
      payable - related parties
                        
                        
                        (73,846
                        )
                        
                        
                        12,851Accrued
      expenses
                        
                        
                        
                        
                        
                        
                        23,451Net
      cash provided by/(used in)operating activities
                        
                        
                        (98,676
                        )
                        
                        
                        15,572Cash
      Flows From Investing ActivitiesChange
      in cash, escrow
                        
                        
                        
                        
                        
                        
                        (11,500
                        )Net
      cash provided by/(used in) investing activities
                        
                        
                        
                        
                        
                        
                        (11,500
                        )Cash
      Flows From Financing ActivitiesBank
      Overdraft
                        
                        
                        (535
                        )
                        
                        
                        535Proceeds
      from stockholders ' loans
                        
                        
                        100,376
                        
                        
                        
                        1,500Payments
      on note payable
                        
                        
                        (1,000
                        )
                        
                        
                        (1,000
                        )Payments
      on stockholders' loans
                        
                        
                        -
                        
                        
                        
                        -Net
      change in lines of credit
                        
                        
                        (1,165
                        )
                        
                        
                        (4,747
                        )Proceeds
      from sale of stock
                        
                        
                        -
                        
                        
                        
                        11,064Net
      cash provided by/(used in) financing activities
                        
                        
                        98,676
                        
                        
                        
                        47,030Net
      change in cash
                        
                        
                        -
                        
                        
                        
                        (175
                        )Cash
      at beginning of period
                        
                        
                        175
                        
                        
                        
                        2,247Cash
      at end of period
                        
                        $
                        -
                        
                        
                        $
                        175Supplemental Disclosure of Cash Flow
      InformationIncome
      taxes
                        
                        $
                        -
                        
                        
                        $
                        -Interest
                        
                        
                        -
                        
                        
                        
                        32,370


14





Supplemental Disclosure of
Cash Flow Information





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





During
the fiscal year ended September 30, 2009, an outside third party purchased the
notes payable to two stockholders. Accordingly,  loans/related party
balances in the amount of $228,257 have been reclassified to “Notes Payable” and
the third party was issued a new Note Payable for payment of other expenses on
behalf of the Company in the amount of $21,718.  These amounts have
been excluded from the statements of cash flows presented.





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





During
the fiscal year ended September 30, 2009, a stockholder of the Company
personally assumed two stockholder loans/related party balances in the amount of
$200,947.  Additionally, this stockholder personally assumed $26,463
of credit card debt held by the Company.  These amounts have been
excluded from the statements of cash flows presented.





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





During
the fiscal year ended September 30, 2009, an accrual of interest was made in the
amount of $41,718 and added to the note payable balance.   This
amounts have been excluded from the statements of cash flows
presented.





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





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


15





Boveran
Diagnostics, Inc.


Statements
of Changes in Stockholders’ Deficit


Years
Ended September 30, 2009 and 2008





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





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


16





Thrive
World Wide, Inc.


Notes
to Financial Statements





NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





From and
after July 26, 2009, the Company’s board of directors adopted a business plan of
cancer detection technologies and to change its name to Thrive World Wide,
Inc.  Although it has not yet done so, the Company’s strategy has
since been to acquire established pathology labs and medical diagnostic
companies and introduce new automation and cancer detection technologies to the
marketplace. Prior to July 26, 2009, the Company was known as Z Yachts, Inc.,
the successor of a limited liability company founded in December 2002 in the
state of Florida and became a corporation on April 8, 2005 in the State of
Nevada.. Z Yachts, Inc. was a full-service brokerage company that served both
recreational boaters and the marine industry and had as its primary business the
brokerage sale of new and previously-owned recreational vessels.





Reclassifications


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





Use
of Estimates in Financial Statement Preparation


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





Cash
and Cash Equivalents


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





Allowance
for Doubtful Accounts


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





Property
and Equipment


Property
and equipment are valued at cost.  Additions are capitalized and
maintenance and repairs are charged to expense as incurred.  Gains and
losses on dispositions of equipment are reflected in operations.
 Depreciation is provided using the straight-line method over the estimated
useful lives of the assets, which are three to seven years.





Income
Taxes


Prior to
April 8, 2005, Thrive World Wide, Inc. was a limited liability company in the
name of Z Yachts, LLC, whereby federal and state income taxes were not payable
by, or provided for.  Members of Z Yachts, LLC, were taxed individually on
their share of partnership earnings.  From April 8, 2005 going forward,
Thrive World Wide, Inc. recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.  Thrive World
Wide, Inc. provides a valuation allowance for deferred tax assets for which it
does not consider realization of such assets to be more likely than
not.





Revenue
Recognition


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


17





Impairment
of Long-Lived Assets


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





Advertising
Costs


Advertising
Costs are expensed as incurred.  Advertising costs were $19,304 and $21,616
for the years ended September 2009 and 2008, respectively.





Basic
and Diluted Net Income (Loss) per Share


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





Recently
issued accounting pronouncements


In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles, and expands
disclosures about fair value measurements.  The provision of SFAS No. 157
are effective for fiscal years beginning after November 15, 2007.





In
February 2007, the FASB issued SFAS 159,“The Fair Value Option for
Financial Assets and Financial Liabilities – including an amendment of FASB
Statement No. 115.”   The statement permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The objective is to improve financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions.  The statement is effective for fiscal
years beginning after November 15, 2007.





In
December 2007, the FASB issued SFAS 141 (Revised 2007), "Business Combinations." SFAS
141(R) will significantly change the accounting for business combinations. Under
SFAS 141(R), an acquiring entity will be required to recognize, with limited
exceptions, all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value.  SFAS 141(R) will change the accounting
treatment for certain specific acquisition-related items including, among other
items: (1) expensing acquisition-related costs as incurred,
(2) valuing noncontrolling interests at fair value at the acquisition date,
and (3) expensing restructuring costs associated with an acquired business.
SFAS 141(R) also includes a substantial number of new disclosure requirements.
SFAS 141(R) is to be applied prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2009.





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





NOTE
2 - GOING CONCERN





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


18


NOTE
3 – DISCONTINUED OPERATIONS





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





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





2009
                  
                  
                  2008Revenue
                  
                  $
                  247,023
                  
                  
                  $
                  354,200Expenses
                  
                  
                  138,831
                  
                  
                  
                  217,620Income
      from discontinued operations before income taxes
                  
                  
                  108,192
                  
                  
                  
                  136,580Income
      tax expense
                  
                  
                  37,867
                  
                  
                  
                  47,803Net
      income from discontinued operations
                  
                  $
                  70,325
                  
                  
                  $
                  88,777





NOTE
4 – ACCRUED EXPENSES





Accrued
expenses consist of the following:





Credit
      cards payable
                      
                      $
                      50,887Accrued
      interest payable
                      
                      
                      4,384Total
                      
                      $
                      55,271




NOTE
5- LOANS FROM STOCKHOLDERS





The
stockholders advance money to Thrive World Wide, Inc. on an as-needed
basis.  At September 30, 2009, there are five outstanding stockholder
loans.  One loan is to a stockholder/officer of Thrive World Wide,
Inc.  One of the stockholder loans bears interest at a rate of 7.50%
per annum and is due on demand.  Interest expense of $34,181 has been
recorded for the years ended September 30, 2009.  All other loans bear no
interest and are due on demand.





NOTE
6 – NOTE PAYABLE





On July
6, 2007, we issued a promissory note in the amount of $42,430, which bears
interest at a rate of 12% per annum.  The note required five monthly
payments of $500 with the remainder due on January 6, 2010.  The note was
issued in lieu of payment for prior services rendered.  Interest expense of
$2,484 and $844 has been recorded for the years ended September 30, 2009 and
2008, respectively.





The note
is currently in default, in which event, we have agreed to confess or stipulate
judgment against us for all outstanding principal, unpaid interest and all other
amounts due under the note in any lawsuit filed by the holder, and the amount of
the judgment will be immediately due and payable.  We have contacted the
holder in an effort to extend the date of repayment of the note, but there can
be no assurance that we will be successful in negotiating an extension;
therefore, we could suffer a judgment related to the note.





NOTE
7 – BANK LINES OF CREDIT





Bank
lines of credit consists of the following:


$100,000
      revolving line of credit with Bank of America, interest rate of 7.75% at
      September 30, 2009; secured by the personal guarantees of  former
      officers.
                
                $
                95,636$125,000
      line of credit with First Banking Center, interest rate of 5.50% at
      September 30, 2009; secured by the property and vehicle of one of the
      former officers that was pledged on behalf of the company.
                
                
                124,953$25,000
      revolving line of credit with Washington Mutual, interest rate of 7.50% at
      September 30, 2009; secured by the personal guarantees of the former
      officers.
                
                
                22,632Total
                
                $
                243,221


19


NOTE
8 – INCOME TAXES





Prior to
April 8, 2005, Thrive World Wide, Inc. was a limited liability company in the
name of Z Yachts, LLC, whereby federal and state income taxes were not payable
by, or provided for.  Members of Z Yachts, LLC,. were taxed individually on
their share of partnership earnings.  From April 8, 2005 going forward,
Thrive World Wide, Inc.  recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered.  Thrive
World Wide, Inc. provides a valuation allowance for deferred tax assets for
which it does not consider realization of such assets to be more likely than
not.





From
April 8, 2005 going forward, Thrive World Wide, Inc. uses the asset and
liability method, where deferred tax assets and liabilities are determined based
on the expected future tax consequences of temporary differences between the
carrying amounts of assets and liabilities for financial and income tax
reporting purposes.  During fiscal 2008, Thrive World Wide, Inc. incurred
net losses and, therefore, has no tax liability.  The net deferred tax
asset generated by the loss carry-forward has been fully reserved.  The
cumulative net operating loss carry-forward is approximately $2,050,000 at
September 30, 2008, and will begin to expire in 2025.





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


Deferred
      tax assetNet
      operating losses
                  
                  $
                  717,500Less
      valuation allowance
                  
                  
                  (717,500
                  )Net
      deferred tax asset
                  
                  $
                  -





NOTE
9 – COMMON STOCK





During
fiscal 2009, Thrive World Wide, Inc. issued a total of 3,050,000 to Waters Edge
Advisors, Inc, John Burke and Anthony Finn in exchange for the cancellation of
$3,050 of the convertible debt or $.001 par value per share of common
stock.  T





NOTE
10 – TERM SHEET





On May
18, 2009, the Company’s majority stockholders executed a binding Term Sheet
(“Term Sheet”) with Thrive World Wide, Inc., an unrelated third party
multimedia, web-based marketing communication company,  with respect
to a proposed transaction at a time to be determined in the future whereby
certain selling shareholders of the Company would sell a controlling interest in
the Company to Thrive World Wide, Inc. and Thrive World Wide, Inc. would merge
with the Company (“Proposed Transaction”). Pursuant to such Term Sheet, Thrive
World Wide, Inc. would assume certain accounts payable and shareholder loans of
the Company and certain principals of the Company would exchange the principal
amount of loans they have made to the Company for an aggregate of 591,000 shares
of the Company’s common stock.  The transaction has not closed as of the
date covered by this report and a joint venture has been entered into between
Thrive World Wide LLC and the Company.


20


NOTE
11 – RELATED PARTY TRANSACTIONS





None





NOTE
12 – SUBSEQUENT EVENTS





The
Company has been in the process of negotiating its outstanding debt with its
creditors.  In December 2008 we renegotiated and settled the outstanding
balance on our line of credit with Washington Mutual. As a result, Washington
Mutual has agreed to reduce the line of credit from $22,632 to $4,429.





In
December 2008 Bank of America called the outstanding line of credit for
immediate payment.  Per diem interest is being accrued daily in the amount
of $20 for each day payment is late subsequent to December 12,
2008.





The
Proposed Transaction discussed in Note 10 has not occurred as of the date of
this filing. The Term Sheet has not been revised to extend the time of Closing
which was to occur on September 15, 2009, accounting for all allowable
extensions.


21


Item
      8.
            Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.





None.





Item
      8A.
              Controls
      and Procedures.





Evaluation of Disclosure
Controls and Procedures




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





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





Changes in Internal Control
over Financial Reporting





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





PART
III





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





Executive
Officers and Directors





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


Name
                          
                          Age
                          
                          PositionAnthony
      Welch
                          
                          40
                          
                          Chief
      Executive Officer, Chief Financial Officer, Principal Accounting Officer,
      President, Secretary, Treasurer, DirectorRegina
      F. Weller
                          
                          40
                          
                          DirectorJason
      C. Eck
                          
                          36
                          
                          Director





Anthony K. Welch (40) has
served as our acting Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, President, Secretary, Treasurer, Director beginning July
2008. He is currently acting Chairman and CEO of Thrive World Wide,
Inc.  since January 2007 and also serves as interim Chairman of Modern
Technology Corp. and Encore Energy Systems. Since May 2004, Mr. Welch has served
as Chairman for Encore Energy Systems, a company in the business of providing
energy conservation solutions and patent licensing for its geothermal
technologies. Prior to May 2004, Mr. Welch was Managing Member of Maxim
Advisors, a Mergers and Acquisitions consulting firm. Concurrent with his
position in Encore Energy Systems, beginning in March 2004, Mr. Welch serves as
Chairman for Modern Technology Corp, a company in the business of acquiring
specialized assets and technology.   Mr. Welch holds an NASD Series 65
License.


22


Regina F. Weller a Director
since April, 2005 and as our Chief Financial Officer from December 2002 through
July 2008.  Mrs. Weller is currently a consultant of Weller Consulting, a
business and software consulting firm (June 2001-January 2005) and was a
consultant with Harp Consulting, LLC, a business-consulting firm (March
1995-July 2001).  Mrs. Weller earned her accounting/MIS degree in 1988 from
the University of Southern Mississippi, a Certificate of Financial Planning in
2001 from Florida State University, and obtained her Georgia real estate license
and Certified Estate Counselor certification in 2001.  Mrs. Weller is
married to James G. Weller, a former director, Chief Executive Officer and
President.





Jason C. Eck was named as a a
Director for the Company on June 30, 2006.  Mr. Eck served as the Chief
Operating Officer of the Company (including our predecessor Z Yachts LLC) from
November 2002 to May 2006, and also as a Director of the Company from April 2005
to May 2006.  Mr. Eck owned and operated his own oil change business called
Speedy XChange based in Lake Geneva, Wisconsin from November 2001 through
December 2002. Formerly, Mr. Eck was involved with the development planning and
management for RemJak Real Estate (October 1986-November 2001) and general
manager of Lake Geneva Charter Service (May 1988-June 1996).  Mr. Eck
earned his degree in International Business from St. Norberts University in
1992.





Committees
of the Board of Directors





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





Code
of Ethics





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





Item
      10.
              Executive
      Compensation.





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





SUMMARY COMPENSATION TABLE(1)





Name and
                        Principal Position
                      
                      Year
                      
                      Salary ($)(2)
                      
                      
                      Stock
                        Awards ($)(3)
                      
                      
                      All Other
                        Compensation ($)
                      
                      
                      Total ($)Andrew
      Schenker
                        President
      & CEO
                      
                      2009
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Andrew
      Schenker
                        President
      & CEO
                      
                      2008
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -





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


23


Employment
Contracts





The
Company and Mr. Welch have not entered into an employment agreement. Mr. Welch
has not been named to any committees of the Company’s Board of Directors and any
committees of the Company’s Board of Directors to which Mr. Welch may be named
have not been determined as of the filing of this report.





On May 1,
2005, we entered employment agreements with Mr. James G. Weller to act as our
Chief Executive Officer, Mrs. Gina F. Weller to act as our Chief Financial
Officer and Mr. Jason C. Eck as our Chief Operating Officer.  Effective
June 1, 2006, each of the three executive officers provided us with notice to
terminate their employment agreement. Pursuant to the terms of the termination
agreements, each executive officer represented that we did not owe any amounts
under the employment agreements as of the effective date of
termination.





Each of
the employment agreements was for the period from May 1, 2005 until December 31,
2009 and provided that we would pay Mr. Weller, Mrs. Weller and Mr. Eck a base
salary as set forth below during each of the periods.


January
      1, 2006 to December 31, 2006
                  
                  $
                  125,000January
      1, 2007 to December 31, 2007
                  
                  $
                  130,000January
      1, 2008 to December 31, 2008
                  
                  $
                  135,000





In
addition, the employment agreements provided for the payment of incentive
bonuses of up to 100% of base compensation to each of our executive officers
depending on achievement of goals set by our board of directors.  No
incentive bonuses were paid for the fiscal years ended September 30, 2008 or
2009.





Although
the employment agreements with our three executive officers are no longer in
effect, Mrs. Weller and Mr. Eck continue to provide the services agreed to
therein. The decision to terminate the employment agreements was made to
conserve cash for operations. At a future date, dependent upon favorable market
demand and stable revenues, we may renegotiate with Mrs. Weller and Mr. Eck for
compensation for their services subject to approval by our board of
directors.





Compensation
of Directors





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





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





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


Common Stock
                    Beneficially Owned(1)Name of Beneficial Owner(2)
                  
                  Amount
                  
                  
                  PercentJames
      G. Weller
                  
                  
                  12,091,657
                  (3)
                  
                  
                  50.0
                  %Regina
      F. Weller
                  
                  
                  12,091,657
                  (3)
                  
                  
                  50.0
                  %Jason
      C. Eck
                  
                  
                  6,091,657
                  
                  
                  
                  25.0
                  %Epi
      Almodovar
                  
                  
                  2,000,000
                  
                  
                  
                  8.3
                  %Kwajo
      Sarfoh
                  
                  
                  2,000,000
                  
                  
                  
                  8.3
                  %All
      directors and Named Executive Officers as a group (3
    people)
                  
                  
                  18,183,314
                  
                  
                  
                  76.0
                  %


24


(1)
              The
      number of shares of common stock owned are those "beneficially owned" as
      determined under the rules of the SEC, including any shares of common
      stock as to which a person has sole or shared voting or investment power
      and any shares of common stock which the person has the right to acquire
      within 60 days through the exercise of any option, warrant or right. More
      than one person may be deemed to be a beneficial owner of the same
      securities. The percentage of beneficial ownership by any person as of a
      particular date is calculated by dividing the number of shares
      beneficially owned by such person, which includes the number of shares as
      to which such person has the right to acquire voting or investment power
      within 60 days, by the sum of the number of shares outstanding as of such
      date plus the number of shares as to which such person has the right to
      acquire voting or investment power within 60 days. Consequently, the
      denominator used for calculating such percentage may be different for each
      beneficial owner. This table is based upon information derived from our
      stock records. Unless otherwise indicated in the footnotes to this table
      and subject to community property laws where applicable, each of the
      shareholders named in this table has sole or shared voting and investment
      power with respect to the shares indicated as beneficially owned.
       Applicable percentages are based upon 24,000,000 shares of our
      common stock which were outstanding as of December 31,
    2008.


(2)
              The
      address is 638 Main Street, Lake Geneva, Wisconsin
  53147.


(3)
              James
      G. Weller and Regina F. Weller are husband and wife, and the amount of
      shares set forth above for each includes 6,091,657 shares owned by the
      other. The 12,183,314 shares are held in the name of Weller Consulting
      Enterprises, Inc. of which James G. Weller and Regina F. Weller are 100%
      owners.





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





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





For the
years ended September 30, 2009 and 2008, a stockholder and former officer of the
Company provided professional services related to closings in the amount of
$10,500 and $3,750, respectively.  These amounts have been recorded as
general and administrative expenses.





At
September 30, 2009, our former executive officers, James G. Weller, Regina
F. Weller and Jason C. Eck, have loaned us $151,639, $35,642 and $59,370
respectively.  The loans bear no interest and are due on demand.  In
addition, we had accounts payable to our former executive officers of $53,376 at
September 30, 2009.





Item
13.  Exhibits.


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





* Filed
herein


25


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


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


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





Item
      14.
              Principal
      Accountant Fees and Services.





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





2008
                  
                  
                  2009Audit
      Fees
                  
                  $
                  21,495
                  
                  
                  $
                  24,000Audit-Related
      Fees
                  
                  $
                  -
                  
                  
                  $
                  -Tax
      Fees
                  
                  $
                  -
                  
                  
                  $
                  -All
      Other Fees
                  
                  $
                  -
                  
                  
                  $
                  -





SIGNATURES





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


THRIVE
      WORLD WIDE, INC.Date:
      January 14, 2010
              By:
              /s/ Andrew SchenkerName:
      Andrew Schenker
                Title:
      President and Chief Executive
Officer





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





Signature
                        
                        Title
                        
                        Date/s/ Andrew Schenker
                        
                        President, Chief Executive Office, Chief Financial
                          Officer and Director
                        
                        January
      14, 2010Andrew Schenker
                        
                        (Principal Executive Officer and Principal Financial
                          Officer andPrincipal Accounting Officer )


26