UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A



QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF

THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter ended December 31, 2011



THRIVE WORLD WIDE, INC.



Commission File Number: 333-127597



|Nevada                                                                         | 20-2725030                          
|------------------------------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation
        or
        organization) | (I.R.S. Employer Identification No.)
|                                                                               |                                     
|647 Main Street STE 500  Lake Geneva, WI                                       | 53147                               
|(Address of principal executive offices)                                       | (Zip Code)                          



(855) 899- 2929

(Issuer’s telephone number)



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 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  ̈                               | Smaller Reporting Company x
|------------------------- | ------------------- | ----------------------------------------------------- | ---------------------------
|                          |                     | (Do not check if a smaller reporting
        company) |                            



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



As of January 31, 2012, there were 107,931,068 outstanding
shares of the registrant’s common stock, $.001 par value per share.







1







EXPLANATORY NOTE



We are filing this Amendment No. 1
(the “Amendment”) to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2011, as filed on March 30,
2012 (the “Original Filing”), solely for the purpose of amending Part I, Item 4.	The Company has also included updated
certifications of its Chief Executive Officer and Chief Financial Officer as Exhibits 31 and 32 to this Amendment as required by
Rule 12b-15 promulgated pursuant to the Securities and Exchange Act of 1934, as amended.



Other than as described
above, this Amendment does not modify or update in any way disclosures made in the Original Filing. This Amendment should be read
in conjunction with the Original Filing. This Amendment speaks as of the filing date of the Original Filing and does not reflect
events that may have occurred subsequent to the original filing date.





PART I.



Item 4(t). Controls and Procedures.



Disclosure Controls and Procedures



We maintain certain
disclosure controls and procedures as defined under the Securities Exchange Act of 1934. They are designed to help ensure that
material information is: (1) gathered and communicated to our management, including our principal executive and financial
officers, in a manner that allows for timely decisions regarding required disclosures; and (2) recorded, processed, summarized,
reported and filed with the SEC as required under the Securities Exchange Act of 1934 and within the time periods specified by
the SEC. As of December 31, 2011, the Chief Executive Officer and Chief Financial Officer evaluated the effectiveness 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 to provide reasonable assurance that information we are required to disclose in
our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management as
appropriate to allow timely decisions regarding required disclosure due to the material weakness in our internal control over financial
reporting as described below.



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 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.



Plan of Remediation



To remediate the aforementioned
material accounting weakness, we are attempting to implement additional controls to help ensure that all accounting pronouncements
are sufficiently researched and that our conclusions relative to the effect of such pronouncements on us are communicated to management
and our auditors. 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.



Internal Control over Financial Reporting



The Company’s
Chief Executive Officer and Principal Financial Officer are responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act)  Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes of accounting principles generally accepted in the United States.  Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance of achieving their control objectives.







2







Changes in Internal Controls



There were no changes
in the Company’s internal control over financial reporting during the quarter ended December 31, 2011 that have materially
affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.





PART II -- OTHER INFORMATION



Item 6. Exhibits.



|Exhibit No. |  | Identification of Exhibit                                                                                                                                                                                                                                     
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                               
|31.1*       |  | Certification of Bruce Dugan, Director and Chief Executive Officer (Principle Executive Officer) of Thrive World Wide, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                      
|            |  |                                                                                                                                                                                                                                                               
|31.2*       |  | Certification of James Stearrett, Chief Financial Officer and Treasurer (Principle Financial Officer and Principle Accounting Officer) of Thrive World Wide, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
|            |  |                                                                                                                                                                                                                                                               
|32.1*       |  | Certification of Bruce Dugan, Director and Chief Executive Officer (Principle Executive Officer) of Thrive World Wide, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                      
|            |  |                                                                                                                                                                                                                                                               
|32.2*       |  | Certification of James Stearrett, Chief Financial Officer and Treasurer (Principle Financial Officer and Principle Accounting Officer) of Thrive World Wide, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.










*	Filed Herewith







SIGNATURES



In accordance with 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.





|Date: May 18, 2012 | THRIVE WORLD WIDE, INC.
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