UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
Quarter ended December 31, 2009





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.)638 Main St, Lake Geneva, WI
              53147(Address
      of principal executive offices)
              (Zip
      Code)





631-786-4450


(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   ̈
              (Do not check if a
              smaller reporting
              company)
            Smaller Reporting Companyþ





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
December 31, 2009, there were 28,198,625 outstanding shares of the
registrant's common stock, $.001 par value per share.







TABLE
OF CONTENTS




PART
      I – FINANCIAL INFORMATION
              3ITEM
      1.
              INTERIM
      FINANCIAL STATEMENTS
              3NOTE
      1. BASIS OF
      PRESENTATION
              6NOTE
      2. LOANS FROM
      STOCKHOLDERS/NOTE PAYABLE
              6NOTE
      3. BASIC AND
      DILUTED NET (LOSS) PER SHARE
              7NOTE
      4. RECENT MATERIAL
      TRANSACTIONS
              7NOTE
      5. RECENT
      ACCOUNTING PRONOUNCEMENTS
              7ITEM
      2.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS
              8ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              10ITEM
      4.
              CONTROLS
      AND PROCEDURES
              10PART
      II – OTHER INFORMATION
              11ITEM
      1.
              LEGAL
      PROCEEDINGS
              11ITEM
      1A
              RISK
      FACTORS
              11ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES
              11ITEM
      3.
              DEFAULT
      UPON SENIOR SECURITIES
              11ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              11ITEM
      5.
              OTHER
      INFORMATION
              11ITEM
      6.
              EXHIBITS
              12SIGNATURES
              12




2





PART
I – FINANCIAL INFORMATION




ITEM
1.  INTERIM FINANCIAL STATEMENTS




THRIVE
WORLD WIDE, INC.


CONDENSED
BALANCE SHEETS





Dec 31,2009
                  (unaudited)
                
                
                September30,
                  2009AssetsDue
      from joint venture partner
                
                $
                37,465
                
                
                $
                9,752Escrow
      receivable-related party
                
                
                92,000
                
                
                
                -Total
      assets
                
                $
                129,465
                
                
                $
                9,752Liabilities
      and Stockholders’ DeficitAccounts
      payable
                
                $
                207,638
                
                
                $
                143,687Accrued
      expenses
                
                
                41,608
                
                
                
                25,422Loans
      from stockholders
                
                
                748,276
                
                
                
                745,376Note
      payable
                
                
                30,000
                
                
                
                30,000Bank
      line of credit
                
                
                95,636
                
                
                
                95,636Total
      current liabilities
                
                
                1,123,158
                
                
                
                1,040,121Stockholders'
      deficitPreferred
      stock, $.001 par value, 10,000,000 shares authorized, 0 issued and
      outstandingCommon
      stock, $.001 par value, 200,000,000 shares authorized, 28,198,625 and
      27,050,000 issued and outstanding respectively
                
                
                28,199
                
                
                
                27,050Additional
      paid in capital
                
                
                1,696,840
                
                
                
                1,538,989Accumulated
      deficit
                
                
                (2,718,732
                )
                
                
                (2,596,408
                )Total
      stockholders' deficit
                
                
                (993,693
                )
                
                
                (1,030,369
                )Total
      liabilities and stockholders' deficit
                
                $
                129,465
                
                
                $
                9,752




See
accompanying notes to the condensed financial statements.




3




THRIVE
WORLD WIDE, INC.


CONDENSED
STATEMENTS OF OPERATIONS





Three Months
                        Ended
                        Dec 31,2009
                      
                      
                      2008(unaudited)
                      
                      
                      (unaudited)Revenue
                      
                      $
                      -
                      
                      
                      $
                      -Operating
      expensesGeneral
      and administrative
                      
                      
                      66,852
                      
                      
                      
                      23,676Total
      operating expenses
                      
                      
                      66,852
                      
                      
                      
                      23,676Loss
      from operations
                      
                      
                      (66,852
                      )
                      
                      
                      (23,676
                      )Other
      income/(expense)Interest
      expense
                      
                      
                      (16,186
                      )
                      
                      
                      (13,619
                      )Loss
      on joint venture expenses
                      
                      
                      (39,286
                      )
                      
                      
                      -Gain
      on forgiveness of debt
                      
                      
                      -
                      
                      
                      
                      24,292Total
      other income/(expense)
                      
                      
                      (55,472
                      )
                      
                      
                      10,673Net
      loss
                      
                      $
                      (122,324
                      )
                      
                      $
                      (13,003
                      )Basic
      and diluted loss per share
                      
                      $
                      -
                      
                      
                      $
                      -Weighted
      average shares outstanding
                      
                      
                      27,412,067
                      
                      
                      
                      24,000,000




See
accompanying notes to the condensed financial statements.




4




THRIVE
WORLD WIDE, INC.


CONDENSED
STATEMENTS OF CASH FLOWS





Three Months
                    Ended
                    Dec 31,2009
                  
                  
                  2008(unaudited)
                  
                  
                  (unaudited)Cash
      Flows From Operating ActivitiesNet
      loss
                  
                  $
                  (122,324
                  )
                  
                  $
                  (13,003
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Loss
      on joint venture expenses
                  
                  
                  39,286
                  
                  
                  
                  -Gain
      on forgiveness of debt
                  
                  
                  -
                  
                  
                  
                  (24,292
                  )Changes
      in:Other
      current assets
                  
                  
                  -
                  
                  
                  
                  50Escrow
      deposit
                  
                  
                  -
                  
                  
                  
                  867Bank
      overdraft
                  
                  
                  -
                  
                  
                  
                  (255
                  )Accounts
      payable
                  
                  
                  66,852
                  
                  
                  
                  18,835Accounts
      payable - related parties
                  
                  
                  -
                  
                  
                  
                  2,788Accrued
      expenses
                  
                  
                  16,186
                  
                  
                  
                  7,602Net
      cash used in operating activities
                  
                  
                  
                  
                  
                  
                  (7,408
                  )Cash
      Flows From Financing ActivitiesProceeds
      from stockholders' loans
                  
                  
                  -
                  
                  
                  
                  7,408Net
      cash provided by/ (used in) financing activities
                  
                  
                  -
                  
                  
                  
                  7,408Net
      change in cash
                  
                  
                  -
                  
                  
                  
                  -Cash
      at beginning of period
                  
                  
                  -
                  
                  
                  
                  -Cash
      at end of period
                  
                  $
                  -
                  
                  
                  $
                  -Supplemental
      Disclosure of Cash Flows InformationIncome
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -Interest
                  
                  $
                  -
                  
                  
                  $
                  -




Supplemental
Disclosure of Non-Cash Investing and Financing Activities


During
the three months ended December 31, 2008 outstanding debt of $6,089 and $18,203
was forgiven on the Company's accounts payable and Washington Mutual line
of credit, respectively.  These amounts have been excluded from
the statements of cash flows presented.





During
the three months ended December 31, 2009 a stockholder of the Company paid
$2,901 in expenses on behalf of the Company.  These amounts have
been excluded from the statements of cash flows presented.





During
the three months ended December 31, 2009 the Company issued 1,148,625 shares of
common stock in conjunction with a private placement
offering.  Gross proceeds of $229,725 were raised from the
offering.  Commissions of $70,725 were paid directly from the
proceeds.  The net proceeds of $159,000 were deposited into an escrow
account maintained by a related party.  These amounts have been
excluded from the statement of cash flows presented.





During
the three months ended December 31, 2009, $67,000 was advanced from an escrow
account maintained by a related party to Thrive World Wide LLC on the
Company's behalf for joint venture expenses incurred.  These
amounts have been excluded from the statement of cash flows
presented.





See
accompanying notes to the condensed financial statements.




5




THRIVE
WORLD WIDE, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS




NOTE
1 – BASIS OF PRESENTATION





The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Article 8 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for annual financial statements. In the opinion
of management, all adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included. The results of
operations are not necessarily indicative of the results that may be expected
for the year ending September 30, 2010. For further information, refer to the
financial statements and footnotes thereto for the most recent fiscal year as
reported in Form 10-K/A.  We have evaluated subsequent events through
February 18, 2010, the filing date of this Form 10-Q.  In preparing
these financial statements, we evaluated the events and transactions that
occurred from December 31, 2009 to February 18, 2010, the date these financial
statements were issued.





NOTE
2 – LOANS FROM STOCKHOLDERS/NOTE PAYABLE





The
stockholders have and will advance money to Thrive World Wide, Inc. on an
as-needed basis.  At Decemeber 31, there are two outstanding stockholder
loans.





On
January 2, 2009, we revised and re-issued certain promissory notes in the face
amount of $173,257 and $55,000 to Collette Eck Szczesny and Marilyn Eck,
respectively.  These notes represent amounts due and in default from
December 31, 2007 and on which no interest or principal has been paid by the
Company in over three (3) years.  In consideration of the lenders’
Agreement to extend these notes, the Company agreed to cause the notes to be
revised and re-issued as convertible debentures which would pay 7.5% interest
and be convertible by lenders at the conversion price equal to the par value of
our common shares (at present $0.001/share).  As such, the holders
could convert into a total of 237,000,000 shares of common stock of the Company,
if the full conversion privilege were to be
exercised.  Notwithstanding the foregoing, the Notes contain a
provision limiting the conversion thereof by any party to not more that 4.99%
ownership of the stock of the Company at any time after taking into account all
of the holdings of the converting party.  The lenders had agreed that
they will enter into such lock-up and/or leak-out agreements as may be required
by any successor management and/or entity which may acquire control of the
Company in a change of control transaction. On June 1, 2009, the notes were
assigned to Horowitz Consulting Group, LLC and the principals thereof have
agreed to limit the conversion right under the notes based on the fact that
Company did not at the time have sufficient authorized shares to allow for the
conversion of the note beyond 26,000,000 shares and the fact that the Company
would need to issue shares in order to raise other operating capital as set
forth herein. Subsequent to this note assumption, the principle of Horowitz
Consulting Group, LLC exercised the option to convert 3,050,000 shares at par
value, which resulted in debt reduction in the amount of $3,050 for the year
ended September 30, 2009. As of December 31, 2009. $44,618 has been advanced
from Horowitz directly to pay bills of the Company.  The total amount
included in loans from stockholders as of December 31, 2009 is
$269,825.  Interest in the amount of $5,147 has been recorded for the
three months ended December 31, 2009 and has been included in accrued expenses.
There was no beneficial conversion feature associated with these securities as
per FASB ASC 470-20-25. The conversion can be made at the option of the
holder, the conversion price was greater than the perceived market value of the
stock at the time of issuance, the debt was originally sold at the face amount,
the interest rate is lower than the Company would pay for non-convertible debt
and the conversion price does not decrease. As per FASB ASC 470-20-25-12,
no portion of the proceeds from issuance shall be accounted for as attributable
to the conversion feature. In addition, the restrictions on the conversion
and the limits on the authorized shares prevent the holders from fully
exercising the conversion. The perceived market value of the stock was less
than par value due to the highly illiquid nature of the stock and the Company's
lack of revenue generating activities as of the date of the issuance of these
debentures.





The
second loan is from a former director and officer. At one time three original
officers had three separate loans. All of these notes were combined and signed
over to one party in exchange for the complete independent absorption of the
Company’s 1st Banking
Center line of credit that was guaranteed by the other two parties. The notes
assumed by this stockholder totaled $200,947 including accrued interest. During
the twelve months ended September 30, 2009 this stockholder also personally
assumed the outstanding debt and interest on the 1st Banking
Center line of credit held by the Company.  The total amount assumed
on the line of credit was $124,953 with interest of $3,264 also assumed.
Additionally, this stockholder assumed $10,429 of credit card liability,
converted payables due him in the amount of $34,939 and personally paid bills
incurred by the Company in the amount of $47,813.  As of December 31,
2009, this shareholder was due $478,451. A convertible promissory note was
executed on August 17, 2009 for this amount bearing interest at 7.5%, and are
convertible by lenders at the conversion price equal to the par value of our
common shares (at present $0.001/share).  As such, the holder could
convert into a total of 479,000,000 shares of common stock of the Company, if
the full conversion privilege were to be exercised.  Notwithstanding
the foregoing, the Notes contain a provision limiting the conversion thereof by
any party to not more that 4.99% ownership of the stock of the Company at any
time after taking into account all of the holdings of the converting party. This
note is due on demand and matures on February 15, 2010. All interest has been
waived from the date of the note until September 30, 2009.  Interest
in the amount of $9,170 has been recorded for the three months ended December
31, 2009 and has been included in accrued expenses.There was no beneficial
conversion feature associated with these securities as per FASB ASC
470-20-25. The conversion can be made at the option of the holder, the
conversion price was greater than the perceived market value of the stock at the
time of issuance, the debt was originally sold at the face amount, the interest
rate is lower than the Company would pay for non-convertible debt and the
conversion price does not decrease. As per FASB ASC 470-20-25-12, no
portion of the proceeds from issuance shall be accounted for as attributable to
the conversion feature. In addition, the restrictions on the conversion and
the limits on the authorized shares prevent the holders from fully exercising
the conversion. The perceived market value of the stock was less than par
value due to the highly illiquid nature of the stock and the Company's lack of
revenue generating activities as of the date of the issuance of these
debentures.








6




THRIVE
WORLD WIDE, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS




NOTE
3 – BASIC AND DILUTED NET (LOSS) PER SHARE





The basic
net (loss) per common share is computed by dividing the net (loss) by the
weighted average number of common shares outstanding.  Diluted net
(loss) per common share is computed by dividing the net loss adjusted on an “as
if converted” basis, by the weighted average number of common shares outstanding
plus potential dilutive securities.  Diluted net (loss) per common
share is not computed since it would be anti-dilutive.





NOTE
4 – RECENT MATERIAL TRANSACTIONS





On July
16, 2009, the Company, in furtherance of their Letter of Intent “LOI” to merge
with STB Telemedia, Inc., entered into a formal joint venture agreement (the
“Joint Venture LLC”).  The joint venture was created by means of the
formation of an LLC to operate the business of STB Telemedia, Inc. under
the auspices of the Company as a co-owner thereof.  These rights were
assigned to Cubit, LLC.





During
the three months ended December 31, 2009 the Company issued 1,148,625 shares of
common stock in conjunction with a private placement
offering.  Gross proceeds of $229,725 were raised from the
offering.  Commissions of $70,725 were paid directly from the
proceeds.  The net proceeds of $159,000 were deposited into an escrow
account maintained by a related party.  From the remaining proceeds
$67,000 was paid to the Company’s joint venture partner for joint ventures
expenses incurred for the three months ended December 31, 2009.  The
balance due from the related party as of December 31, 2009 is
$92,000.





In
conjunction with the private placement offering the Company issued warrants to
purchase 1⁄2 share of common stock for 24 months at $0.26 per share and 1⁄2 share of
common stock for 48 months at $0.36 per share.  No value has been
assigned to these warrants as the fair value of such warrants was deemed
immaterial.





On
February 3, 2010, Thrive World Wide, Inc., announced that it is entering into a
LOI with Jarish, Inc., a California based couponing company.  This
merger will enhance the ability of TWWI to offer additional specialty services
through the electronic media venue that they will provide.  The
Company believes that it will be able to provide a unique end-to-end vertical
solution that will accommodate content creation and distribution to a broad
segment of the market via the Internet.





NOTE
5 – RECENT ACCOUNTING PRONOUNCEMENTS





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





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




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




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





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




7


ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS





The
following discussion should be read in conjunction with our unaudited financial
statements and the notes thereto.





Forward-Looking
Statements





This
quarterly report on Form 10-Q 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.




Overview





Prior to
July 26, 2008, the Company was known as Z Yachts, Inc., the successor of a
limited liability company founded in December 2002 in the state of 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. The Company’s
board of directors then abandoned those operations and subsequently established
a new line of business for the Company and then formulated a new business model
of creating, marketing and licensing new media technologies. Along those lines,
the Company has entered into the letter of intent and the joint venture
agreement set forth below to accomplish that objective.





On May
18, 2009, the Company entered into a Binding Letter of Intent to acquire 100% of
the stock of Cubit, LLC (as assignee of STB Telemedia, Inc.’s rights) and we
intend to grow our existing organization by obtaining financing and acquiring
new technologies in the Multi-media sector and to develop them and to bring them
to the marketplace.  On July 16, 2009, the Company entered into a
binding letter of intent with Cubit, LLC (as assignee of STB Telemedia, Inc.’s
rights), its successors and assign, to operate a joint venture with the Company
for a period which would allow management and the operational teams to become
acquainted and comfortable with each other and to determine the fit and focus of
their operations and to provide sufficient time to conduct due diligence by each
party. The joint venture has been ongoing through the end of the period covered
by this report.





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





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





Results
of Operations for the Three Months Ended December 31, 2008 Compared to the Three
Months Ended December 31, 2009.





Due to
the change of our business, revenue for the three months ended December 31, 2009
and December 31, 2008 was $0.  The absence of revenue is due to the
change in our business model to a developer of multimedia, marketing and
communications technologies including electronic couponing.





General
and administrative expenses for the three months ended December 31, 2009 were
$66,852.  This was an increase of 43,176, or 182%, as compared to
general and administrative expenses of $23,676 for the three months ended
December 31, 2008.   The increase is due to an increase in legal
fees.




Interest
expense for the three months ended December 31, 2009 was
$16,186.  This is an increase of $2,567, or 19%, as compared to
interest expense of $13,619 for the three months ended December 31,
2008.  The increase in interest expense is due to the accrual of
interest on the outstanding stockholder loans during the three months ended
December 31, 2009.
 
 We had a
loss on joint venture expenses for the three months ended December 31, 2009 of
$39,286. This is an increase of $39,286, or 100%, as compared to loss on joint
venture expenses of $0 for the three months ended December 31,
2008.
 
 We had a
gain on the forgiveness of debt for the three months ended December 31, 2009 of
$0.  This is a decrease of $24,292, or 100%, as compared to gain on
the forgiveness of debt of $24,292 for the three months ended December 31,
2008.  The decrease is the result of no further debt being settled or
negotiated during the three months ended December 31, 2009.
 
 We had
net loss of $122,324 (or basic and diluted loss per share of $0.00) for the
three months ended December 31, 2009, as compared to net loss of $13,003 (or
basic and diluted loss per share of $0.00), for the three months ended December
31, 2008. The increase in net loss was primarily due to joint venture and legal
expenses as a result of our change in business from a full-service brokerage
company, to a cancer detection technology development company, and then to a
joint venture partner in the multimedia, marketing and communications
sector.  Additionally, there was no forgiveness of debt for the three
months ended December 31, 2009.




8




Liquidity
and Capital Resources





As of
December 31, 2009, we had total current assets of $129,465 consisting of amounts
due to the Company from its joint venture partner of $37,465 and $92,000 due
from an escrow receivable account of a related party.





As of
December 31, 2009, we had total current liabilities of $1,123,158 consisting of
loans from stockholders of $748,276, bank line of credit of $95,636, accrued
expenses of $41,608 accounts payable of $207,638, and notes payable of
$30,000.  Accrued expenses consisted of accrued interest and credit
card debt.





We had
negative working capital of $993,693 as of December 31, 2009. The ratio of
current assets to current liabilities was 12% as of December 31,
2009.





Cash
flows from operations were not sufficient to fund our requirements during the
three months ended December 31, 2009. Our current cash requirements are
approximately $20,000 per month. To make up the short fall, we were
advanced monies from shareholders and a third party.  Subsequent to
that time and for the period of three months ending December 31, 2009, we have
and will continue to use third party loans and additional capital investment to
meet our monthly operating costs as well as our capital expense
needs.





We are in
the process of renegotiating our remaining outstanding debt with our
creditors.





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 was in default, until a
renegotiation thereof to provide for a reduction of the principal balance to
$30,000 payable in six equal installments of $5,000 (with interest at 0%), as
follows: One payment of $5,000 on completion of the merger transaction with
Cubit, LLC (as assignee of STB Telemedia, Inc.’s rights) followed by five equal
monthly payments of $5,000 commencing one month after the Closing of the merger
transaction.




We
estimate that we will need to raise approximately $200,000 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 as of now and have not yet incurred any marketing
expenditures.





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




Critical
Accounting Policies





Our
discussion and analysis of our financial condition and results of operations is
based upon our financial statements, which have been prepared in accordance with
accounting principles 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





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




Income
Taxes





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




9




Plan
of Operations for the Quarter Ending December 31, 2009





In May
2009, the Company’s board of directors agreed to adopt a business plan of media
based technologies and in furtherance thereof, the Company entered into a joint
venture with Cubit, LLC (as assignee of STB Telemedia, Inc.’s rights) it’s
proposed merger partner and its current Joint Venture Partner.





On
February 3, 2010, Thrive World Wide, Inc., announced that it is entering into a
LOI with Jarish, Inc., a California based couponing company.  This
merger will enhance the ability of TWWI to offer additional specialty services
through the electronic media venue that they will provide.  The
Company believes that it will be able to provide a unique end-to-end vertical
solution that will accommodate content creation and distribution to a broad
segment of the market via the Internet.





We intend
to move forward with our due diligence and conclude the merger with Cubit, LLC
(as assignee of STB Telemedia, Inc.’s rights) as well as the merger with
Jarvish, Inc., a California based couponing company.  We will develop
the technological market that they already are involved in and will also be
working hard on developing new technologies and markets for similar
products.





ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





The
Company is subject to certain market risks, including changes in interest rates
and currency exchange rates. The Company does not undertake any specific actions
to limit those exposures.





ITEM
      4.
            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”), has 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 plan
to improve 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.




10





PART
II – OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





There are
no legal proceedings which are pending or have been threatened against us or any
of our officers, directors or control persons of which management is
aware.





ITEM
      1A.
            RISK
      FACTORS





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





ITEM
      2.
            UNREGISTERED
      SALES OF EQUITY SECURITIES





During the three months ended December 31, 2009 the Company
issued 1,148,625 shares of common stock in conjunction with a private
placement offering.  Gross proceeds of $229,725 were raised from the
offering.  Commissions of $70,725 were paid directly from the
proceeds.  The net proceeds of $159,000 were deposited into an escrow
account maintained by a related party.





ITEM
      3.
            DEFAULT
      UPON SENIOR SECURITIES.





Prior to
the date of filing this report, we had failed to fully pay and were in default
on $40,430 of remaining principal and $2,109 of accrued interest on a note
payable which matured on January 6, 2008, that we issued to the parent of PCMS
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.  We were also subject to late charges equal to 5% of any amount
due under the note that is not received by the holder within three (3) days of
when such amount is due. As of the date hereof, the holder of such note payable
agreed to reduce the principal balance and accrued interest and late charges to
$30,000 payable in six equal installments of $5,000 (with interest at 0%), as
follows: One payment of $5,000 on completion of the merger transaction with
Cubit, LLC (as assignee of STB Telemedia, Inc.’s rights) followed by five equal
monthly payments commencing one month after the Closing of the merger
transaction.





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM
      5.
            OTHER
      INFORMATION





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





On
February 3, 2010, Thrive World Wide, Inc., announced that it is entering into a
LOI with Jarish, Inc., a California based couponing company.  This
merger will enhance the ability of TWWI to offer additional specialty services
through the electronic media venue that they will provide.  The
Company believes that it will be able to provide a unique end-to-end vertical
solution that will accommodate content creation and distribution to a broad
segment of the market via the Internet.





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. However, the Bank of America has agreed in principle to a reduction
of the principal balance and accrued interest to an amount not exceeding $55,000
as of the date hereof.




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ITEM
      6.
            EXHIBITS





Exhibit
      No.
            
            Description31.1*
            
            Certification
      of Chief Executive Officer  and Principal Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232.1*
            
            Certification
      of Principal Executive Officer and Principal Financial Officer furnished
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.





*      Filed
herein.




SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





THRIVE
      WORLD WIDE, INC.Date:
      February 18, 2010
              By:
              /s/ Andrew SchenkerName:
      Andrew SchenkerTitle:
      Chief Executive Officer andPrincipal
      Financial Officer




12