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, 2010





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 o

(Do not check if a

smaller reporting

company)
Smaller Reporting Company

x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes  ̈    No x





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







THRIVE WORLD WIDE, INC.


FORM 10-Q


TABLE OF CONTENTS





PAGEPART I - FINANCIAL INFORMATIONItem 1.
Financial StatementsConsolidated Balance Sheets as of December 31, 2010 (Unaudited)and September 30, 2010
1Consolidated Statements of Operations (Unaudited) For theThree Months Ended December 31, 2010 and 2009
2Consolidated Statement of Stockholders' Equity (Unaudited)For the Three Months Ended December 31, 2010
3Consolidated Statements of Cash Flows (Unaudited) For theThree Months Ended December 31, 2010
4Notes to Consolidated Financial Statements (Unaudited)
5-12Item 2.
Management's Discussion and Analysis of Financial Condition andResults of Operations
13-15Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16Item 4.
Controls and Procedures
16Item 4(T).
Controls and Procedures
16PART II - OTHER INFORMATIONItem 1.
Legal Proceedings
17Item 1A.
Risk Factors
17Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17Item 3.
Defaults Upon Senior Securities
18Item 4.
Submission of Matters to a Vote of Security Holders
18Item 5.
Other Information
18Item 6.
Exhibits
19Signatures

19










Item 1.  Financial Statements.





Thrive World Wide, Inc.Balance Sheets





December 31,


September 30,2010


2010(Unaudited)ASSETSCurrent AssetsCash

$
87


$
1Total Current Assets


87



1Fixed assets, net (Note B)


9,907



10,927Total Assets

$
9,994


$
10,928LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable (Note C)

$
330,733


$
310,560Accounts payable - related parties (Note C)


55,000



40,000Accrued expenses (Note C)


91,678



70,414Shareholder promissory notes (Note D)


877,487



856,634Bank line of credit (Note E)


95,636



95,636Total Current Liabilities


1,450,534



1,373,244Total Liabilities


1,450,534



1,373,244Stockholders' Deficit (Note F)Preferred stock, par value $.001, 10,000,000 shares authorized; none issued and outstanding at December 31, 2010 or September 30, 2010.


-



-Common stock, par value $.001, 200,000,000 shares authorized; 41,395,125 and 27,050,000 issued and outstanding at December 31, 2010 and September 30, 2010, respectively.


41,395



38,945Additional paid-in capital


1,692,924



1,692,924Accumulated deficit


(3,174,859
)


(3,094,185
)Total Stockholders' Deficit


(1,440,540
)


(1,362,316
)Total Liabilities and Stockholders' Deficit

$
9,994


$
10,928





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS




1





Thrive World Wide, Inc.Statements of Operation (Unaudited)For the Three months Ended December 31, 2010 and 2009





Three Months EndedDecember 31,2010


2009Revenue

$
-


$
-Operating expensesGeneral and administrative


54,441



66,852Depreciation & amortization


1,020



-Total operating expenses


55,461



66,852Loss from operations


(55,461
)


(66,852
)Other income/(expense)Interest expense


(25,213
)


(16,186
)Loss on equity method investments


-



(39,286
)Total other income (expense)


(25,213
)


(55,472
)Net loss

$
(80,674
)

$
(122,324
)Basic and diluted loss per share

$
(0.00
)

$
(0.00
)Weighted average common shares outstanding:Basic and diluted


40,180,193



27,412,067The average shares listed below were not included in the computation of diluted lossesper share because to do so would have been antidilutive for the periods presented:Warrants


1,148,626



765,750Convertible promissory notes


922,958,186



753,949,615





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS




2





Thrive World Wide, Inc.Statement of Stockholders' Deficit (Unaudited)For the Three Months Ended December 31, 2010





Common Stock


Additional





TotalNumber of








Paid-in


Accumulated


Stockholders'Shares


Amount


Payable


Capital


Deficit


DeficitBALANCES September 30, 2010


38,945,125


$
38,945


$
-


$
1,692,924


$
(3,094,185
)

$
(1,362,316
)Shares issued for debt conversion


2,450,000



2,450



-



-







2,450Net loss


















(80,674
)


(80,674
)BALANCES December 31, 2010


41,395,125


$
41,395


$
-


$
1,692,924


$
(3,174,859
)

$
(1,440,540
)





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS




3





Thrive World Wide, Inc.Statements of Cash Flows (Unaudited)For the Three months Ended December 31, 2010 and 2009





Three Months EndedDecember 31,2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(80,674
)

$
(122,324
)Adjustments to reconcile net income/loss to net cash (used in) provided by operating activities:Depreciation & amortization


1,020



-Common stock issued for accrued interest


2,450



-Common stock issued for services


-



-Loss on equity method investments


-



39,286CHANGES IN CURRENT ASSETS AND LIABILITIES:Increase (decrease) in:Other current assets


-



-Accounts payable


20,173



66,852Accounts payable - related parties


15,000



-Accrued expenses


21,264



16,186NET CASH PROVIDED (USED) FOR OPERATING ACTIVITIES


(20,767
)


-CASH FLOWS FROM INVESTING ACTIVITIES:Acquisition of furniture and equipment


-



-NET CASH PROVIDED (USED) FOR INVESTING ACTIVITIES


-



-CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock, net


-



-Repurchase of common stock


-



-Payments of notes payable


-



-Payments of shareholder notes


-



-Proceeds from shareholder notes


20,853NET CASH PROVIDED (USED) FOR FINANCING ACTIVITIES


20,853



-NET INCREASE/(DECREASE) IN CASH


86



-CASH, beginning of period


1



-CASH, end of period

$
87


$
-SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCASH PAID DURING THE PERIODS FOR:Taxes paid

$
-


$
-Interest paid

$
1,500


$
-NON-CASH OPERATING ACTIVITIES:Common stock issued as compensation

$
-


$
-Common stock issued for shareholder notes accrued interest

$
2,450


$
-





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS





4





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Basis of Presentation


The unaudited financial statements of Thrive World Wide, Inc. as of December 31, 2010 and for the three months ended December 31, 2010and 2009 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for annual financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended September 30, 2010 as filed with the Securities and Exchange Commission as part
of our Form 10-K filed on January 13, 2011.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included.  The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.





Organization


Prior to July 26, 2008, the Company was known as Z Yachts, Inc., and was a full-service boat brokerage company that served both recreational boaters and the marine industry.  On July 26, 2008, the Company determined that it would no longer operate as a boat broker.  From July 26, 2008, the Company’s board of directors agreed to adopt a business plan of developing cancer detection technologies and to change its name to Boveran Diagnostics, Inc.  The Company’s board of directors then abandoned those operations and subsequently established a new business model of creating, marketing and licensing new media technologies.  In furtherance of the new business
direction, on May 18, 2009, the Company entered into Binding Letter of Intent to acquire 100% of the stock of STB Telemedia.  Then, on July 16, 2009, the Company entered into a Binding Letter of Intent with STB Telemedia, Inc.  to operate a joint venture with the Company for a period which would allow management and the operational teams to become acquainted and comfortable with each other and to determine the fit and focus of their operations and to provide sufficient time to conduct due diligence by each party.  As the result of our due diligence, the Company elected not to move forward with the merger with STB Telemedia, Inc. and we terminated our joint venture as a result of poor performance.





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





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




Going Concern


Recent operating results give rise to concerns about the Company's ability to generate cash flow from operations sufficient to sustain ongoing viability.  As of December 31, 2010, we had an accumulated deficit of $3,174,859 and negative working capital of $1,440,447.  Net loss for the year ended September 30, 2010 and the three months ended December 31, 2010 was $497,777 and $80,674, respectively.  As a result, these conditions raise substantial doubt concerning the Company’s ability to continue as a going concern.  Management has plans to raise additional capital through sales of its common stock and financial loans.  The financial statements do not include
any adjustments that might be necessary if Thrive World Wide, Inc. is unable to continue as a going concern.


5





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Accounting estimates


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





Cash and cash equivalents


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





Accounts Receivable


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





Property and Equipment


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





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





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





Long-Lived Assets


Accounting for the Impairment or Disposal of Long-Lived Assets requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may not be recovered.  The Company assesses recoverability of the carrying value of an asset by estimating the fair value of the asset.  If the fair value is less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value.





Stock-Based Compensation


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





Revenue


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




6





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Advertising Costs


The Company expenses all advertising as incurred.  For the three months ended December 31, 2010 and 2009, the Company incurred no advertising expense.





Earnings (Loss) per common share


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





Income Taxes


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





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





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





Fair Value of Financial Instruments


The Company’s financial instruments generally include cash.  The carrying amount of this financial instrument has been estimated by management to approximate fair value.




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





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




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





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


7





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Fair Value of Financial Instruments (Continued)


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





Non-Marketable Equity Investments


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





Recent Accounting Pronouncements


In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events (Topic 855); Amendments to Certain Recognition and Disclosure Requirements.”  This Statement addresses accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.  FASB ASC 855 requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, the date issued or date available to be issued.  The Company adopted this Statement upon issuance.  As a result the date through which the Company has evaluated subsequent events and the basis for that date have been
disclosed in our Notes below under Subsequent Events.


On June 30, 2009, the FASB issued Accounting Standard Update (ASU) No. 2009-01 (Topic 105) – Generally Accepted Accounting Principles – amendments based on – Statement of Financial Accounting Standards No. 168 –The FASB Accounting and Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.  Beginning with this Statement the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts.  Instead, it will issue Accounting Standard Updates.  This ASU includes FASB Statement No. 168 in its entirety.  While ASU’s will not be considered authoritative in
their own right, they will serve to update the Codification, provide the bases for conclusions and changes in the Codification, and provide background information about the guidance.  The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative.  ASU No. 2009-01 is effective for financial statements issued for the interim and annual periods ending after September 15, 2009.  The Company adopted this statement no significant financial impact.





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





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





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


8





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting Pronouncements (Continued)


In April 2009, the FASB ASC 320, “Investments – Debt and Equity,” amends current other-than-temporary guidance for debt securities through increased consistency in the timing of impairment recognition and enhanced disclosures related to credit and noncredit components impaired debt securities that are not expected to be sold.  Also, the Statement increases disclosures for both debt and equity securities regarding expected cash flows, securities with unrealized losses, and credit losses.  The Company adopted this Statement in the third quarter of 2009 without significant impact to our financial statements.





In April 2009, the FASB issued an update to FASB ASC 825, “Financial Instruments,” to require interim disclosures about the fair value of financial instruments.”  This update enhances consistency in financial reporting by increasing the frequency of fair value disclosures of those assets and liabilities falling within the scope of FASB ASC 825. The Company adopted this update in the third quarter of 2009 without significant impact to the financial statements.




In April 2009, the FASB issued an update to FASB ASC 805, “Business Combinations,” that clarifies and amends FASB ASC 805, as it applies to all assets acquired and liabilities assumed in a business combination that arise from contingencies.  This update addresses initial recognition and measurement issues, subsequent measurement and accounting, and disclosures regarding these assets and liabilities arising from contingencies in a business combination.  The Company adopted this Statement in the third quarter of 2009 without significant impact to the financial statements.





In November 2008, EITF issued new guidance under FASB ASC 350, “Intangibles – Goodwill and Other on accounting for defensive intangible assets.”  The new guidance applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining or using the asset (a defensive asset).  This guidance was adopted by the Company in January 2009 without impact to the financial statements.





NOTE B – FIXED ASSETS





Furniture and equipment are depreciated on a straight line basis over their estimated useful life from 3 – 7 years.  Fixed assets consisted of the following at December 31, 2010 and September 30, 2010:


December 31,


September 30,2010


2010Computers

$
949


$
949Software


11,302



11,30212,251



12,251Accumulated depreciation


(2,344
)


(1,324
)Fixed assets, net

$
9,907


$
10,927




Depreciation expense for the three months ended December 31, 2010 and 2009 was $1,020 and $0, respectively.





NOTE C – ACCOUNTS PAYABLE AND ACCRUED EXPENSES





Accounts payable and accrued expenses as of December 31, 2010 and September 30, 2010 consisted of the following:





December 31,


September 30,2010


2010Professional fees

$
274,160


$
266,720Non-trade payables


56,573



43,840Due to CEO for accrued wages


55,000



40,000Accrued interest


91,678



70,414Total

$
477,411


$
420,974




9





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE D– SHAREHOLDER PROMISSORY NOTES





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





1.
($335,536) On January 2, 2009, we revised and re-issued certain promissory notes in the face amount of $173,257 and $55,000 to Collette Eck Szczesny and Marilyn Eck, respectively.  These notes represent amounts due and in default from December 31, 2007 and on which no interest or principal has been paid by the Company in over three (3) years.  In consideration of the lenders’ Agreement to extend these notes, the Company agreed to cause the notes to be revised and re-issued as convertible debentures which would pay 7.5% interest and be convertible by lenders at the conversion price equal to the par value of our common stock (at present $0.001 per share).  The Notes contain a provision limiting the conversion thereof by any party to not more that 4.99%
ownership of the stock of the Company at any time after taking into account all of the holdings of the converting party.  The lenders have agreed that they will enter into such lock-up and/or leak-out agreements as may be required by any successor management and/or entity which may acquire control of the Company in a change of control transaction.  On June 1, 2009, the notes were assigned to Horowitz Consulting Group, LLC (“Horowitz”) and the principals thereof have agreed to limit the conversion right under the notes based on the fact that the Company did not at the time have sufficient authorized shares to allow for the conversion of the note beyond 26,000,000 shares and the fact that the Company will need to issue shares in order to raise other operating capital as set forth herein.  Per ASC 470-20-25-12, no portion of the proceeds from this
note are attributable to the conversion feature as the conversion can be made at the option of the holder at a specified price and only upon default, the conversion price does not decrease, the debt was originally sold at the face amount, the interest rate is lower than the Company would pay for non-convertible debt and the conversion price was greater than the perceived market value of the stock.  In addition, the restrictions on the conversion and the limits on the authorized shares prevent the holders from fully exercising the conversion.  The perceived market value of the stock was less than par value due to the highly illiquid nature of the stock and the Company's lack of revenue generating activities as of the date of the issuance of these debentures.





The total amount due this stockholder as of December 31, 2010 is $352,734, including $335,536 of principle and $17,198 of accrued interest.  During the year ended September 30, 2010, Horowitz advanced the Company $49,375 and converted $9,700 of accrued interest in exchange for 9,700,000 shares at par value.  All issued shares were assigned to individuals other than Horowitz where said individuals had purchased a portion of the Horowitz debt and said conversion was simply effected by Horowitz on their behalf as an accommodation.  During the three months ended December 31, 2010, Horowitz advanced the Company $19,236 and converted $1,450 of accrued interest in exchange for 1,450,000
shares at par value.  All issued shares were assigned to individuals other than Horowitz where said individuals had purchased a portion of the Horowitz debt and said conversion was simply effected by Horowitz on their behalf as an accommodation.




Interest expense in the amount of $6,362 and $5,116 has been recorded for the three months ended December 31, 2010 and 2009, respectively.





2.
($489,262) The second loan is from a former director and officer.  At one time three original officers had three separate loans.  All of these notes were combined and signed over to one party in exchange for the complete independent absorption of the Company’s 1st Banking Center line of credit that was guaranteed by the other two parties.  The notes assumed by this stockholder totaled $200,947 including accrued interest.  During the twelve months ended September 30, 2009 this stockholder also personally assumed the outstanding debt and interest on the 1st Banking Center line of credit
held by the Company.  The total amount assumed on the line of credit was $124,953 with interest of $3,264 also assumed.  Additionally, this stockholder assumed $11,141 of credit card liability, converted payables due him in the amount of $34,939 and personally paid bills incurred by the Company in the amount of $47,813.  A convertible promissory note was executed on August 17, 2009 for $478,451 bearing interest at 7.5% (with no interest accruing until October 1, 2009) and maturing on February 15, 2011.  In addition, this note is convertible at any time at the conversion price equal to the par value of our common stock (at present $0.001 per share).  The note contains a provision limiting the conversion thereof by any party to not more that 4.99% ownership of the stock of the Company at any time after taking into account all of the
holdings of the converting party.  On December 8, 2010, the Stockholder assigned this note and all amounts due thereunder in equal parts to two outside parties.  The note was not modified.


10





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE D– SHAREHOLDER PROMISSORY NOTES (Continued)





Per ASC 470-20-25-12, no portion of the proceeds from this note are attributable to the conversion feature as the conversion can be made at the option of the holder at a specified price and only upon default, the conversion price does not decrease, the debt was originally sold at the face amount, the interest rate is lower than the Company would pay for non-convertible debt and the conversion price was greater than the perceived market value of the stock.  In addition, the restrictions on the conversion and the limits on the authorized shares prevent the holders from fully exercising the conversion.  The perceived market value of the stock was less than par value due to the highly illiquid nature of the
stock and the Company's lack of revenue generating activities as of the date of the issuance of these debentures.





The total amount under this note as of December 31, 2010 is $538,569, including $489,263 of principle and $49,306 of accrued interest.  During the year ended September 30, 2010, the original holder of this note advanced the Company $10,812 and converted $1,530 of accrued interest in exchange for 1,530,000 shares at par value.  During the three months ended December 31, 2010, no amounts were advanced, $1,500 of accrued interest was paid in cash and the note holder converted $1,000 of accrued interest in exchange for 1,000,000 shares at par value.




Interest expense in the amount of $15,970 and $9,130 has been recorded for the three months ended December 31, 2010 and 2009, respectively.





3.
($52,689) On February 15, 2010, we issued a convertible promissory note in the face amount of $949 to Search4.com.  The note provides for additional infusions of capital, bears interest at 7.5%, is due on demand, is convertible into common stock at the par value of our common stock (at present $0.001 per share), and matures on February 5, 2013 in the event the full balance owing has not been paid.  The Note contains a provision limiting the conversion thereof to not more that 4.99% ownership of the stock of the Company at any time after taking into account all of the holdings of the converting party.  The lender has agreed that they will enter into such lock-up and/or leak-out agreements as may be required by any successor management and/or entity which
may acquire control of the Company in a change of control transaction.  There was no beneficial conversion feature associated with these securities as per FASB ASC 470-20-25.  The conversion can be made at the option of the holder, the conversion price was greater than the perceived market value of the stock due to the highly illiquid nature of the stock and the Company's lack of revenue generating activities as of the date of the issuance, the debt was originally sold at the face amount, the interest rate is lower than the Company would pay for non-convertible debt and the conversion price does not decrease.  As per FASB ASC 470-20-25-12, no portion of the proceeds from issuance shall be accounted for as attributable to the conversion feature.  In addition, the restrictions on the conversion and the limits on the authorized shares prevent the holders from fully
exercising the conversion.





The total amount due this stockholder as of December 31, 2010 is $54,770, including $52,689 of principle and $2,081 of accrued interest.  During the year ended September 30, 2010, Search4.com advanced the Company $50,122.  During the three months ended December 31, 2010, Search4.com advanced the Company $1,618.  No debt has been converted to stock under this note.




Interest expense in the amount of $1,011 and $0 has been recorded for the three months ended December 31, 2010 and 2009, respectively.




NOTE E – BANK LINE OF CREDIT





Our Bank line of credit consists of a $100,000 revolving line of credit with Bank of America with a balance of $95,636 and an interest rate of 7.75% secured by the personal guarantees of former officers.  This is in default and in collection as of December 31, 2010.  As of December 31, 2010, the total due is $118,729, including $95,636 of principle and $23,093 of accrued interest.  During the three months ended December 31, 2010 and 2009, the Company recognized $1,869 and $1,869, respectively in interest expense.


11





THRIVE WORLD WIDE, INC.NOTES TO FINANCIAL STATEMENTS (Unaudited)THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009





NOTE F – COMMON STOCK





On August 10, 2009, the Company’s board of directors believed it was in the best interest of the Company to issue 3,050,000 shares of the Company's common stock to the following individuals in consideration of the conversion into stock by Horowitz Consulting Group, LLC of certain notes payable by the Company as follows: One Million Shares (1,000,000) to Waters Edge Advisors; Eight Hundred Thousand Shares (800,000) to John Burke; and Five Hundred Thousand Shares (500,000) to Anthony Finn; Seven Hundred and Fifty Thousand Shares (750,000) to Steven A Horowitz; and a corresponding charge was made to common stock.





During the year ended September 30, 2010, the Company issued shares as follows:





1.
1,148,625 shares of stock were issued in exchange for $229,725.  The Company paid $70,725 as a finder’s fee which was recorded as a reduction to additional-paid-in-capital resulting in net proceeds of $159,000.


2.
200,000 shares of common stock were issued for services valued at $5,600.


3.
11,230,000 shares of common stock were issued upon the conversion of notes payable resulting in a $11,230 reduction of accrued interest related to the shareholder notes above.


4.
The Company agreed to settle $30,000 of debt and receive 683,500 shares of common stock in exchange for $40,000.  The excess of $10,000 was allocated to the 683,500 shares for an effective price of $0.0146 per share on July 16, 2010 when the close price of the Company’s common stock was $.05 per share.  Pursuant to ASC 505-30-30-5 the shares were constructively retired and recorded as a reduction to additional-paid-in-capital.




NOTE G – SUBSEQUENT EVENTS





Pursuant to FASB Accounting Standards Codification 855, Subsequent Events, Including ASC 855-10-S99-2, the Company evaluated subsequent events through February 15, 2011.





On February 17, 2011, the Board authorized the increase in our authorized shares from par value $.001 200,000,000 to par value $.001 1,000,000,000 as described in DEF 14C filed with the Securities and Exchange Commission on February 17, 2011.


12


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.




This quarterly report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language.  These forward-looking statements involve risks, uncertainties and other factors.  All forward-looking statements included in this quarterly report are based on information available to us on the date hereof and speak only as of the date hereof.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events, or otherwise.  The factors discussed elsewhere in this quarterly report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements.




Overview





Prior to July 26, 2008, the Company was known as Z Yachts, Inc., and was a full-service boat brokerage company that served both recreational boaters and the marine industry.  On July 26, 2008, the Company determined that it would no longer operate as a boat broker.  From July 26, 2008, the Company’s board of directors agreed to adopt a business plan of developing cancer detection technologies and to change its name to Boveran Diagnostics, Inc.  The Company’s board of directors then abandoned those operations and subsequently established a new business model of creating, marketing and licensing new media technologies.  In furtherance of the new business
direction, on May 18, 2009, the Company entered into Binding Letter of Intent to acquire 100% of the stock of STB Telemedia.  Then, on July 16, 2009, the Company entered into a Binding Letter of Intent with STB Telemedia, Inc.  to operate a joint venture with the Company for a period which would allow management and the operational teams to become acquainted and comfortable with each other and to determine the fit and focus of their operations and to provide sufficient time to conduct due diligence by each party.  As the result of our due diligence, the Company elected not to move forward with the merger with STB Telemedia, Inc. and we terminated our joint venture as a result of poor performance.





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





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




Critical Accounting Policies




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




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




13




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




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




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




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




Revenue Recognition




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




Income Taxes




We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered.  We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.  During fiscal 2010 and 2009, we incurred net losses and, therefore, had no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved for.




Stock-Based Compensation




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




Results of Operations




Three Months Ended December 31, 2010 Compared With the Three Months Ended December 31, 2009.




Revenues.  We had no income during the three months ended December 31, 2010 or 2009.





Operating Expenses.  Operating expenses for the three months ended December 31, 2010 were $55,461.  This was a decrease of $11,391, or 17%, as compared to operating expenses of $66,852 for the three months ended December 31, 2009.  This decrease was primarily attributable to a decrease of $22,540 in professional fees, and $1,143 of public company related expenses offset by $10,000 increase in officer salaries, $1,020 increase in depreciation and $1,272 in general expenses.


14





Other Income and Expense.Interest expense for the three months ended December 31, 2010 was $25,213.  This is an increase of $9,027, or 56%, as compared to interest expense of $16,186 for the three months ended December 31, 2009.  The increase in interest expense is due to an increase in outstanding debt.  During 2009 we recorded 50% of our share of the expenses associated with the STB Telemedia joint venture or $39,286 of other expense.  This investment was written off in fiscal year 2010.  Thus, no such expense was
recorded during the three months ended December 31, 2010.





Net Loss.  We had net loss of $80,674 for the three months ended December 31, 2010, as compared to net loss of $122,324 for the three months ended December 31, 2009.  The $41,650 decrease in net loss was primarily due to the decrease in professional fees and absence of joint venture expenses.





Financial Condition




The Company has suffered recurring losses from operations that raises substantial doubt about our ability to continue as a going concern.  From inception to December 31, 2010, we have incurred an accumulated deficit of $3,174,859.  This loss has been incurred through a combination of stock compensation of professional fees and expenses supporting our plans to develop new business as well as continued operating losses.  As of December 31, 2010, we had outstanding current liabilities of $1,450,534 compared to $1,373,244 as of September 30, 2010.  Total cash resources as of December 31, 2010 was $87 compared with $1 at September 30, 2010.  Thus, our current liquidity
is insufficient to meet our expenses for the next 12 months.




Net cash used by operating activities was $20,767 and $0 for the three months ended December 31, 2010 and 2009, respectively.




Net cash used by investing activities was $0 and $0 for the three months ended December 31, 2010 and 2009, respectively.




Net cash provided by financing activities was $20,853 and $0 for the three months ended December 31, 2010 and 2009, respectively.





The Company’s Liquidity Plan




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




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




Plan of Operations




The Company has developed DailyHotDeal.com and intends to obtain subscribers through various online marketing efforts which will result in the Company receiving a percentage of each sale at the time coupons are purchased.  As of the date of this report the Company has not made any sales and is anticipating launch of their website March 15, 2011. The Company’s website is currently being beta tested. The Company is currently negotiating with several online marketing firms as well as social media companies to build our subscriber list. DailyHotDeal.com will derive revenue through the sale of vouchers supplied by the merchants we sign. Each time a subscriber purchases a voucher DailyHotDeal.com will
receive 50% of the sale.




15





Item 3.  Quantitative and Qualitative Disclosures About Market Risk.





Inflation





Although our operations are influenced by general economic conditions, we do not believe inflation had a material effect on the results of operations during the three months ended December 31, 2010.   However, there can be no assurance our business will not be affected by inflation in the future.





Item 4.  Controls and Procedures.





See Item 4(T) below.





Item 4(T).  Controls and Procedures.




Evaluation of Disclosure Controls and Procedures





As of December 31, 2010, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended.  Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective.





The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms.  Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.





Evaluation of Internal Control Over Financial Reporting





Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010.  In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.  The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.  In management’s assessment of the effectiveness of internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the fiscal quarter covered by this Report on Form 10-Q, due to a lack of segregation of duties that our internal control over financial reporting has not been effective.  However, at this time, our resources and size prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system.  Management will periodically reevaluate this situation.  If the volume of business increases and sufficient capital is secured, it is the Company’s intention to further increase staffing to mitigate the current lack of segregation of duties within the general, administrative and financial functions.





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





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


16





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





Changes in Internal Controls





Management of the Company has evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2010.  There was no change in the Company’s internal control over financial reporting identified in that evaluation that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, other than what has been reported above.





Limitations on the Effectiveness of Controls and Other Matters





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





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





PART II — OTHER INFORMATION





Item 1.  Legal Proceedings.




Not applicable.




Item 1a.  Risk Factors.




Not applicable.




Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.




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.


17





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


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


·
During the year ended September 30, 2010, two of our shareholders converted $11,230 of debt into 11,230,000 shares of common stock pursuant to the terms of their note (See Financial Statements, Note D)


·
During the three months ended December 31, 2010, two of our shareholders converted $2,450 of debt into 2,450,000 shares of common stock pursuant to the terms of their note (See Financial Statements, Note D).





All funds received from the sale of our shares were used for working capital purposes.




The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act.  Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act.  In addition, there was no general solicitation or advertising for the purchase of our shares.  Our securities were sold only to an accredited investor, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion.  Finally, our stock
transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.




Each purchaser was provided with access to our filings with the SEC, including the following:




·
Our annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by the purchaser in writing, a copy of our most recent Form 10-K under the Exchange Act.




·      The information contained in an annual report on Form 10-K under the Exchange Act.




·
The information contained in any reports or documents required to be filed by Thrive World Wide, Inc. under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.




·
A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in Thrive World Wide, Inc.’ affairs that are not disclosed in the documents furnished.




Item 3.  Defaults Upon Senior Securities.




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.




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




Not applicable.




Item 5.  Other Information.




Not applicable.




18




Item 6.  Exhibits.




Exhibit No.

Identification of Exhibit31.1*

Certification of Andrew Schenker, Chief 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 Andrew Schenker, Chief Financial 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 Andrew Schenker, Chief 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 Andrew Schenker, Chief Financial 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.




THRIVE WORLD WIDE, INC.Date: February 21, 2011.By
/s/Andrew SchenkerAndrew Schenker, Chief Executive OfficerBy
/s/Andrew SchenkerAndrew Schenker, Chief Financial Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Signature

Title

Date/s/Andrew Schenker

Chief Executive Officer, Chief Financial Officer

February 21, 2011and Director


19