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 June 30, 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 ̈
              (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
August 17, 2010, there were 38,445,125 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 June 30, 2010 (Unaudited) and September 30,
      2009
                    1Consolidated
      Statements of Operations (Unaudited) For the Three and Nine Months Ended
      June 30, 2010 and 2009
                    2Consolidated
      Statement of Stockholders' Equity (Unaudited) For the Nine Months Ended
      June 30, 2010
                    3Consolidated
      Statements of Cash Flows (Unaudited) For the Three and Nine Months Ended
      June 30, 2010 and 2009
                    4Notes
      to Consolidated Financial Statements (Unaudited)
                    5-11Item
      2.
                    Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    12-15Item
      3.
                    Quantitative
      and Qualitative Disclosures About Market Risk
                    15Item
      4.
                    Controls
      and Procedures
                    15Item
      4(T).
                    Controls
      and Procedures
                    15PART
      II - OTHER INFORMATIONItem
      1.
                    Legal
      Proceedings
                    16Item
      1A.
                    Risk
      Factors
                    16Item
      2.
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    16Item
      3.
                    Defaults
      Upon Senior Securities
                    17Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    17Item
      5.
                    Other
      Information
                    17Item
      6.
                    Exhibits
                    17Signatures
                    
                    18







Item
1.  Financial Statements.





Thrive
World Wide, Inc.


Balance
Sheets


As of
June 30, 2010 and September 30, 2009





June
      30,
                                                        
                                                        
                                                        September
      30,2010
                                                        
                                                        
                                                        2009(Unaudited)ASSETSCurrent
      AssetsCash
                                                        
                                                        $
                                                        919
                                                        
                                                        
                                                        $
                                                        -Due
      from joint venture partner
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        9,752Total
      Current Assets
                                                        
                                                        
                                                        919
                                                        
                                                        
                                                        
                                                        9,752Fixed
      assets, net (Note B)
                                                        
                                                        
                                                        11,947
                                                        
                                                        
                                                        
                                                        -Total
      Assets
                                                        
                                                        $
                                                        12,866
                                                        
                                                        
                                                        $
                                                        9,752LIABILITIES
      AND STOCKHOLDER'S DEFICITCurrent
      LiabilitiesAccounts
      payable (Note C)
                                                        
                                                        $
                                                        283,777
                                                        
                                                        
                                                        $
                                                        138,687Accounts
      payable - related parties (Note C)
                                                        
                                                        
                                                        25,000
                                                        
                                                        
                                                        
                                                        5,000Accrued
      expenses (Note C)
                                                        
                                                        
                                                        47,482
                                                        
                                                        
                                                        
                                                        25,422Shareholder
      promissory notes (Note D)
                                                        
                                                        
                                                        796,723
                                                        
                                                        
                                                        
                                                        745,376Notes
      payable (Note E)
                                                        
                                                        
                                                        30,000
                                                        
                                                        
                                                        
                                                        30,000Bank
      line of credit (Note F)
                                                        
                                                        
                                                        95,636
                                                        
                                                        
                                                        
                                                        95,636Total
      Current Liabilities
                                                        
                                                        
                                                        1,278,618
                                                        
                                                        
                                                        
                                                        1,040,121Total
      Liabilities
                                                        
                                                        
                                                        1,278,618
                                                        
                                                        
                                                        
                                                        1,040,121Stockholder's
      Deficit (Note G)Preferred
      stock, par value $.001, 10,000,000 shares authorized; none issued and
      outstanding at June 30, 2010 or September 30, 2009.
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -Common
      stock, par value $.001, 200,000,000 shares authorized; 38,908,625 and
      27,050,000 issued and outstanding at June 30, 2010 and September 30, 2009,
      respectively.
                                                        
                                                        
                                                        38,909
                                                        
                                                        
                                                        
                                                        27,050Additional
      paid-in capital
                                                        
                                                        
                                                        1,716,010
                                                        
                                                        
                                                        
                                                        1,538,989Accumulated
      deficit
                                                        
                                                        
                                                        (3,020,671
                                                        )
                                                        
                                                        
                                                        (2,596,408
                                                        )Total
      Stockholder's Deficit
                                                        
                                                        
                                                        (1,265,752
                                                        )
                                                        
                                                        
                                                        (1,030,369
                                                        )Total
      Liabilities and Stockholder's Deficit
                                                        
                                                        $
                                                        12,866
                                                        
                                                        
                                                        $
                                                        9,752





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS


1





Thrive
World Wide, Inc.


Statements
of Operation (Unaudited)


For the
Three and Nine Months Ended June 30, 2010 and 2009


Three
      Months Ended
                                      
                                      
                                      Nine
      Months EndedJune 30,
                                      
                                      
                                      June 30,2010
                                      
                                      
                                      2009
                                      
                                      
                                      2010
                                      
                                      
                                      2009REVENUERevenue
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -OPERATING EXPENSESGeneral
      and administrative
                                      
                                      
                                      138,476
                                      
                                      
                                      
                                      11,620
                                      
                                      
                                      
                                      217,906
                                      
                                      
                                      
                                      40,770Depreciation
      & amortization
                                      
                                      
                                      304
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      304
                                      
                                      
                                      
                                      -Total
      operating expenses
                                      
                                      
                                      138,780
                                      
                                      
                                      
                                      11,620
                                      
                                      
                                      
                                      218,210
                                      
                                      
                                      
                                      40,770Income
      (loss) from operations
                                      
                                      
                                      (138,780
                                      )
                                      
                                      
                                      (11,620
                                      )
                                      
                                      
                                      (218,210
                                      )
                                      
                                      
                                      (40,770
                                      )OTHER INCOME/(EXPENSE)Interest
      expense
                                      
                                      
                                      (18,060
                                      )
                                      
                                      
                                      (7,268
                                      )
                                      
                                      
                                      (50,464
                                      )
                                      
                                      
                                      (29,165
                                      )Gain
      on forgiveness of debt
                                      
                                      
                                      -
                                      
                                      
                                      
                                      14,470
                                      
                                      
                                      
                                      3,411
                                      
                                      
                                      
                                      45,744Loss
      on equity method investments
                                      
                                      
                                      (119,714
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (159,000
                                      )
                                      
                                      
                                      -Total
      other income (expense)
                                      
                                      
                                      (137,774
                                      )
                                      
                                      
                                      7,202
                                      
                                      
                                      
                                      (206,053
                                      )
                                      
                                      
                                      16,579Loss
      before taxes
                                      
                                      
                                      (276,554
                                      )
                                      
                                      
                                      (4,418
                                      )
                                      
                                      
                                      (424,263
                                      )
                                      
                                      
                                      (24,191
                                      )Income
      taxes
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -NET
      LOSS
                                      
                                      $
                                      (276,554
                                      )
                                      
                                      $
                                      (4,418
                                      )
                                      
                                      $
                                      (424,263
                                      )
                                      
                                      $
                                      (24,191
                                      )Net
      (loss) per common share basic
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      (0.00
                                      )
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      (0.00
                                      )Weighted
      average common shares outstanding:Basic
      and diluted
                                      
                                      
                                      35,207,639
                                      
                                      
                                      
                                      24,000,000
                                      
                                      
                                      
                                      30,592,533
                                      
                                      
                                      
                                      24,000,000The
      average shares listed below were not included in the computation of
      diluted losses per share because to do so would have been antidilutive for
      the periods presented:Warrants
                                      
                                      
                                      1,148,626
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      889,530
                                      
                                      
                                      
                                      -Convertible
      promissory notes
                                      
                                      
                                      382,634,239
                                      
                                      
                                      
                                      237,000,000
                                      
                                      
                                      
                                      356,741,633
                                      
                                      
                                      
                                      237,000,000





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS


2





Thrive
World Wide, Inc.


Statement
of Stockholder's Equity


For the
Year Ended September 30, 2009 and the Nine Months Ended June 30, 2010
(Unaudited)


DeficitAccumulatedCommon Stock
                    
                    
                    Additional
                    
                    
                    during
      the
                    
                    
                    TotalNumber
      of
                    
                    
                    
                    
                    
                    Paid-in
                    
                    
                    Developmental
                    
                    
                    Stockholders'Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stage
                    
                    
                    EquityBALANCES
      September 30, 2008
                    
                    
                    24,000,000
                    
                    
                    $
                    24,000
                    
                    
                    $
                    1,538,989
                    
                    
                    $
                    (2,475,186
                    )
                    
                    $
                    (912,197
                    )Shares
      issued for debt conversion
                    
                    
                    3,050,000
                    
                    
                    
                    3,050
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,050Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (121,222
                    )
                    
                    
                    (121,222
                    )BALANCES
      September 30, 2009
                    
                    
                    27,050,000
                    
                    
                    
                    27,050
                    
                    
                    
                    1,538,989
                    
                    
                    
                    (2,596,408
                    )
                    
                    
                    (1,030,369
                    )Shares
      issued for cash, net of finder's fees totaling $70,725
                    
                    
                    1,148,625
                    
                    
                    
                    1,149
                    
                    
                    
                    157,851
                    
                    
                    
                    
                    
                    
                    
                    159,000Shares
      issued for services
                    
                    
                    200,000
                    
                    
                    
                    200
                    
                    
                    
                    5,400
                    
                    
                    
                    
                    
                    
                    
                    5,600Shares
      issued for debt conversion
                    
                    
                    10,510,000
                    
                    
                    
                    10,510
                    
                    
                    
                    13,770
                    
                    
                    
                    
                    
                    
                    
                    24,280Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (424,263
                    )
                    
                    
                    (424,263
                    )BALANCES
      June 30, 2010 (Unaudited)
                    
                    
                    38,908,625
                    
                    
                    $
                    38,909
                    
                    
                    $
                    1,716,010
                    
                    
                    $
                    (3,020,671
                    )
                    
                    $
                    (1,265,752
                    )





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS


3





Thrive
World Wide, Inc.


Statements
of Cash Flows (Unaudited)


For the
Nine Months Ended June 30, 2010 and 2009


Nine
      Months EndedJune 30,2010
                              
                              
                              2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                              
                              $
                              (424,263
                              )
                              
                              $
                              (24,191
                              )Adjustments
      to reconcile net income/loss to net cash (used in) provided by operating
      activities:Depreciation
      & amortization
                              
                              
                              304
                              
                              
                              
                              -Common
      stock issued for accrued interest
                              
                              
                              24,280
                              
                              
                              
                              -Common
      stock issued for services
                              
                              
                              5,600
                              
                              
                              
                              -Gain
      on forgiveness of debt
                              
                              
                              -
                              
                              
                              
                              (45,744
                              )CHANGES
      IN CURRENT ASSETS AND LIABILITIES:Increase
      (decrease) in:Other
      current assets
                              
                              
                              9,752
                              
                              
                              
                              3,760Accounts
      payable
                              
                              
                              145,090
                              
                              
                              
                              22,278Accounts
      payable - related parties
                              
                              
                              20,000
                              
                              
                              
                              2,999Accrued
      expenses
                              
                              
                              22,060
                              
                              
                              
                              23,025NET
      CASH PROVIDED (USED) FOR OPERATING ACTIVITIES
                              
                              
                              (197,177
                              )
                              
                              
                              (17,873
                              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisition
      of furniture and equipment
                              
                              
                              (12,252
                              )
                              
                              
                              -NET
      CASH PROVIDED (USED) FOR INVESTING ACTIVITIES
                              
                              
                              (12,252
                              )
                              
                              
                              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from shareholder notes
                              
                              
                              51,348
                              
                              
                              
                              22,302Net
      change in lines of credit
                              
                              
                              -
                              
                              
                              
                              (4,429
                              )Proceeds
      from the sale of common stock, net
                              
                              
                              159,000
                              
                              
                              
                              -NET
      CASH PROVIDED (USED) FOR FINANCING ACTIVITIES
                              
                              
                              210,348
                              
                              
                              
                              17,873NET
      INCREASE/(DECREASE) IN CASH
                              
                              
                              919
                              
                              
                              
                              -CASH,
      beginning of period
                              
                              
                              -
                              
                              
                              
                              -CASH,
      end of period
                              
                              $
                              919
                              
                              
                              $
                              -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID DURING THE PERIODS FOR:Taxes
      paid
                              
                              $
                              -
                              
                              
                              $
                              -Interest
      paid
                              
                              $
                              -
                              
                              
                              $
                              -NON-CASH
      OPERATING ACTIVITIES:Common
      stock issued as compensation
                              
                              $
                              5,600
                              
                              
                              $
                              -Common
      stock issued for shareholder notes accrued interest
                              
                              $
                              24,280
                              
                              
                              $
                              -





THE
ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS


4


THRIVE
WORLD WIDE, INC.


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND NINE MONTHS ENDED JUNE 30, 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 June 30, 2010
and for the three and nine months ended June 30, 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, 2009 as filed with the Securities and Exchange
Commission as part of our Form 10-K/A filed on January 21, 2010.  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.





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
June 30, 2010, we had an accumulated deficit of $3,020,671 and negative working
capital of $1,277,699.  Net loss for the year ended September 30, 2009 and
the nine months ended June 30, 2010 was $121,222 and $424,263,
respectively.  As a result, these conditions raise substantial doubt
concerning the Company’s ability to continue as a going concern. 
Management has plans to raise additional capital through sales of its common
stock and financial loans.  The financial statements do not include any
adjustments that might be necessary if Thrive World Wide, Inc. is unable to
continue as a going concern.





Accounting
estimates


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





Cash and cash
equivalents


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





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




5


THRIVE
WORLD WIDE, INC.


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE
A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Long-Lived
Assets


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





Stock-Based
Compensation


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





Revenue


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





Advertising
Costs


The
Company expenses all advertising as incurred.  For the three and nine
months ended June 30, 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.




6


THRIVE
WORLD WIDE, INC.


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE
A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Fair Value of Financial
Instruments


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




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





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





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





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





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





Non-Marketable Equity
Investments


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





Recent Accounting
Pronouncements


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





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





In
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.




7


THRIVE
WORLD WIDE, INC.


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE
A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements (Continued)


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 non-controlling
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.





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 June 30, 2010 and September 30, 2009:




June
      30,
                        
                        
                        September30,2010
                        
                        
                        2009Computers
                        
                        $
                        949
                        
                        
                        $
                        -Software
                        
                        
                        11,302
                        
                        
                        
                        -12,251
                        
                        
                        
                        -Accumulated
      depreciation
                        
                        
                        (304
                        )
                        
                        
                        -Fixed
      assets, net
                        
                        $
                        11,947
                        
                        
                        $
                        -





Depreciation
expense for the three and nine months ended June 30, 2010 $304.





NOTE
C – ACCOUNTS PAYABLE AND ACCRUED EXPENSES





Accounts
payable at June 30, 2009 consists of $257,271 related to professional fees,
$26,506 of non-trade payables, $25,000 due to our CEO for accrued wages and
$47,482 of accrued interest.





Accounts
payable at September 30, 2009 consists of $127,242 related to professional fees,
$11,445 of non-trade payables, $5,000 due to our CEO for accrued wages $21,299
of accrued interest and $4,123 of credit card payables.





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 June 30, 2010, there are two outstanding
stockholder loans consisting of the following:





1.
            ($290,509) 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.  The Notes contain a provision limiting the conversion
      thereof by any party to not more that 4.99% ownership of the stock of the
      Company at any time after taking into account all of the holdings of the
      converting party.  The lenders have agreed that they will enter
      into such lock-up and/or leak-out agreements as may be required by any
      successor management and/or entity which may acquire control of the
      Company in a change of control transaction.  On June 1, 2009, the
      notes were assigned to Horowitz Consulting Group, LLC and the principals
      thereof have agreed to limit the conversion right under the notes based on
      the fact that the Company did not at the time have sufficient authorized
      shares to allow for the conversion of the note beyond 26,000,000 shares
      and the fact that the Company will need to issue shares in order to raise
      other operating capital as set forth herein.  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, 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.


8


THRIVE
WORLD WIDE, INC.


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE
D– SHAREHOLDER PROMISSORY NOTES (Continued)





As of
June 30, 2010. $65,302 has been advanced from Horowitz directly to pay bills of
the Company.  The total amount due this stockholder as of June 30,
2010 is $306,171, including $290,509 of principle and $15,662 of accrued
interest.  During 2009, Horowitz Consulting Group, LLC exercised
3,050,000 shares at par value, which resulted in debt reduction in the amount of
$3,050.  During the nine months ended June 30, 2010, Horowitz
Consulting Group, LLC exercised 8,980,000 shares at par value, which resulted in
debt reduction in the amount of $8,090.  Converted amounts are first
applied to accrued interest and then to principle.





Interest
expense in the amount of $5,437 and $15,989 has been recorded for the three and
nine months ended June 30, 2010 and is included in accrued expenses.





2.
            ($479,262)
      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 of
      $0.01 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.  There was no beneficial
      conversion feature associated with this note as per FASB ASC
      470-20-25.  The conversion can be made at the option of the holder,
      the conversion price was greater than the perceived market value of the
      stock due to the highly illiquid nature of the stock and the Company's
      lack of revenue generating activities as of the date of the issuance, the
      debt was originally sold at the face amount, the interest rate is lower
      than the Company would pay for non-convertible debt and the conversion
      price does not decrease.  As per FASB ASC 470-20-25-12, no portion of
      the proceeds from issuance shall be accounted for as attributable to the
      conversion feature.  In addition, the restrictions on the conversion
      and the limits on the authorized shares prevent the holders from fully
      exercising the conversion.





As of
June 30, 2010, $811 has been advanced from this shareholder to pay bills of the
Company.  As of June 30, 2010, this shareholder was due $491,352,
including $479,262 of principle and $12,090 of accrued
interest.  During the three and nine months ended June 30, 2010, the
company issued 1,530,000 shares of common stock in exchange for the conversion
of $15,300 due under this note with converted amounts first applied to accrued
interest and then to principle.





Interest
in the amount of $9,209 and $27,389 has been recorded for the three and nine
months ended June 30, 2010 and is included in accrued expenses.




9




THRIVE
WORLD WIDE, INC.


NOTES
TO FINANCIAL STATEMENTS (Unaudited)


THREE
AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009





NOTE
D– SHAREHOLDER PROMISSORY NOTES (Continued)





3.
            ($26,952)
      On February 15, 2010, we issued a convertible promissory note in the face
      amount of $949 to Search4.com.  The note provides for additional
      infusions of capital, bears interest of twelve (12%) percent per annum is
      due on demand, is convertible into common stock at the rate of $0.001 (Par
      value) 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 9.99% ownership of the
      stock of the Company at any time after taking into account all of the
      holdings of the converting party.  The lender has agreed that
      they will enter into such lock-up and/or leak-out agreements as may be
      required by any successor management and/or entity which may acquire
      control of the Company in a change of control
      transaction.  There was no beneficial conversion feature
      associated with these securities as per FASB ASC 470-20-25.  The
      conversion can be made at the option of the holder, the conversion price
      was greater than the perceived market value of the stock due to the highly
      illiquid nature of the stock and the Company's lack of revenue generating
      activities as of the date of the issuance, the debt was originally sold at
      the face amount, the interest rate is lower than the Company would pay for
      non-convertible debt and the conversion price does not decrease.  As
      per FASB ASC 470-20-25-12, no portion of the proceeds from issuance shall
      be accounted for as attributable to the conversion feature.  In
      addition, the restrictions on the conversion and the limits on the
      authorized shares prevent the holders from fully exercising the
      conversion.





As of
June 30, 2010. $26,952 has been advanced from Search4.com to pay bills of the
Company.  The total amount due this stockholder as of June 30,
2010 is $27,327, including $26,952 of principle and $375 of accrued
interest.





Interest
expense in the amount of $357 and $375 has been recorded for the three and nine
months ended June 30, 2010 and is included in accrued
expenses.





NOTE
E – NOTES PAYABLE





On July
6, 2007, we issued a promissory note in the amount of $42,430, which bears
interest at a rate of 12% per annum.  The note required five monthly
payments of $500 with the remainder due on January 6, 2010. The note was issued
in lieu of payment for prior services rendered. The note has
been renegotiated to provide for a reduction of the principal balance to
$30,000 payable in six equal installments of $5,000 (with interest at
0%).  As of the date of this report, the company has paid $40,000
towards this balance and received 683,500 shares of Company common stock held by
the creditor in return.





NOTE
F – BANK LINE OF CREDIT





Our Bank
line of credit consists of a $100,000 revolving line of credit with Bank of
America with a balance of $95,636 and an interest rate of 7.75% at September 30,
2009 secured by the personal guarantees of former officers.  This is in
default and in collection as of September 30, 2009.  During the three
months ended June 30, 2010 and 2009, the Company recognized $1,848 and $1,848,
respectively in interest expense.  During the nine months ended June
30, 2010 and 2009, the Company recognized $5,545 and $5,545, respectively in
interest expense.  As of June 30, 2010 that company has recorded
$19,356 of accrued interest related to this debt.





NOTE
G – COMMON STOCK





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





During
the nine months ended June 30, 2010, the Company issued 1,148,325 shares of
stock in exchange for $229,725.  The Company paid $70,725 as a
finder’s fee which was recorded as a reduction to
additional-paid-in-capital.




10





THRIVE
      WORLD WIDE, INC.NOTES
      TO FINANCIAL STATEMENTS (Unaudited)THREE AND NINE MONTHS ENDED JUNE 30, 2010 AND
      2009





NOTE
G – COMMON STOCK (Continued)





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





During
the nine months ended June 30, 2010, the Company issued 10,510,000 shares of
common stock upon the conversion of notes payable resulting in a $24,280
reduction of accrued interest related to the shareholder notes
above.





NOTE
H – INVESTMENT IN JOINT VENTURE





On July
16, 2009, the Company and STB Telemedia, Inc., entered into a formal joint
venture agreement.  The joint venture was created by means of the
formation of an LLC to operate the business of STB Telemedia under the auspices
of the Company and as co-owner thereof.  The joint venture is managed
by an independent third party who controls the day-to-day management of the
joint venture.  As a result, the Company accounts for its investment
using the Equity Method
of accounting.  Recent operating results of the joint venture have
caused the Company to reevaluate its participation.  The Company has
concluded that the joint venture will not be successful.  As such we
have removed the asset from our financial statements and recognized a combined
loss from joint venture operations and fair value adjustment of
$159,000.





NOTE
I – SUBSEQUENT EVENTS





On March
30, 2010, the Company announced its merger with Jarish, Inc., a California based
couponing company.  Certain conditions precedent to the merger closing
had not been fulfilled as originally agreed on.  As a result, on June
21, 2010, the Company terminated its Agreement and Plan of Reorganization
agreement with Jarish, Inc. and instead entered into an Asset Acquisition
Agreement with Jarish, Inc. pursuant to which the Company has agreed to acquire
from Jarish, Inc. all assets exclusive to Mycitypoint.com, Pointcredtis.com and
Pointscredits.com for the purchase price of Two Million (2,000,000) shares of
Company common stock payable at the closing of the transaction.





Through
the date of this report, Search4.com has loaned the Company an additional
$22,508 of operating capital under their promissory note above.


11


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., 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 STB Telemedia and we intend to grow our existing organization by
obtaining financing and acquiring new technologies in the Multi-media sector and
to develop them and to bring them to the marketplace.  On July 16,
2009, the Company entered into a binding letter of intent with STB Telemedia,
Inc., its successors and assign, to operate a joint venture with the Company for
a period which would allow management and the operational teams to become
acquainted and comfortable with each other and to determine the fit and focus of
their operations and to provide sufficient time to conduct due diligence by each
party. 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.




On March
30, 2010, Thrive World Wide, Inc., announced that entered into an Agreement and
Plan of Merger, dated as of March 4, 2010 (the “Merger Agreement”), with Jarish,
Inc., a California corporation ("Jarish"), and Israel Rivera ("Rivera") and
Andrew J. Schenker ("Schenker") the principal officers of the respective
companies and that such merger became effective on March 30,
2010.   While Jarish and the Company have taken steps to
integrate the companies as of that date from a management perspective,
subsequent legal advice the Company received during the preparation of the
Company’s quarterly report on form 10-Q for the period ended March 31, 2010, has
led management to conclude that material conditions for the completion of the
transactions contemplated by the Merger Agreement remained unfulfilled as of
March 31, 2010 and that the completion of the transactions contemplated by the
Merger Agreement could result in unintended adverse tax consequences to the
Company and the shareholders of Jarish.  Accordingly, the Company
terminated the Merger Agreement and simultaneously, on June 21, 2010, the
Company entered into an Asset Acquisition Agreement with Jarish, Inc. pursuant
to which the Company has agreed to acquire from Jarish, Inc. all assets
exclusive to Mycitypoint.com, Pointcredtis.com and Pointscredits.com for the
purchase price of Two Million (2,000,000) shares of Company common stock payable
at the closing of the transaction. This asset acqusitoin will enhance the
ability of Thrive World Wide, Inc. 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.





12


Critical
Accounting Policies




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




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




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




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




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




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




Revenue
Recognition




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




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 2009 and nine months ended
June 30, 2010, 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.


13


Results
of Operations




Three
and Nine Months Ended June 30, 2010 Compared With the Three and Nine Months
Ended June 30, 2009.




Due to
the change of our business, the income from our business of cancer development
technologies for the nine months ended June 30, 2010 and 2009 was
$0.  The overall decrease in income was due to our change in business
from 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, to a cancer detection technology
development company to a joint venture partner in the multimedia, marketing and
communications sector.




Operating
Expenses




Operating
expenses for the three months ended June 30, 2010 were $138,780compared to
$11,620 for the three months ended June 30, 2009.   Operating
expenses for the nine months ended June 30, 2010 were $218,210compared to
$40,770 for the nine months ended June 30, 2009.  The $177,440 nine
month increase in expense over the prior year was due primarily to an increase
of $164,652 in professional fees, $5,600 of stock compensation and $7,188 of
general administrative costs.




Other
Income and Expense




Total
other income and expense was expense of $137,774 during the three months ended
June 30, 2010 compared to income of $7,202 during the three months ended June
30, 2009.  Total other income and expense was expense of $206,053
during the nine months ended June 30, 2010 compared to income of $16,579 during
the nine months ended June 30, 2009.   The nine month $222,632
increase in other expense was due to a $159,000 expense associated with the
write-down of our joint venture asset to nil, a $21,299 increase in interest
expense and $42,333 reduction in gain recognized from forgiven
debt.




Net
Loss




As a
result of the foregoing factors, our net loss was $276,554, or $0.01 per share,
for the three months ended June 30, 2010 compared to a loss of $4,418, or $0.00
per share for the three months ended June 30, 2009.  For the nine
months ended June 30, 2010, our net loss was $424,263, or $0.01 per share
compared to a loss of $24,191, or $0.00 per share for the nine months ended June
30, 2009.




Financial
Condition




From
inception to June 30, 2010, we have incurred an accumulated deficit of
$3,020,671.  and we expect to incur additional losses into the
foreseeable future.  This loss has been incurred through a combination
of professional fees and expenses supporting our plans to acquire synergistic
businesses as well as continued operating losses.





Our
primary source of liquidity has been cash raised through equity sales of our
common stock and various loans and notes payable.  As of June 30, 2010
we had cash on hand of $919.  During the nine months ended June 30,
2010 we experienced a net increase in cash of $919 compared to cash on hand of
$0 at September 30, 2009.





As of
June 30, 2010, we had outstanding current liabilities of $1,278,618 compared to
$1,040,121 as of September 30, 2009.  Our cash balance is not
sufficient to cover our liabilities or operate for the next twelve
months.





The
Company has suffered recurring losses from operations that raises substantial
doubt about its ability to continue as a going concern.  Management is
currently in the process of seeking additional equity financing with potential
investors. There can be no assurance that such additional financing will be
obtained. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


14


The
Company’s Liquidity Plan




Management
is currently in the process of seeking additional equity financing with
potential investors. There can be no assurance that such additional financing
will be obtained. 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




On July
26, 2008, the Company determined that it would no longer operate its business as
a broker for the sale of new and previously owned recreational vessels.
 Instead, from and after May 18, 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 STB Telemedia, Inc. its
proposed merger partner and its current Joint Venture Partner.




As the
result of our due diligence, the Company elected not to move forward with the
merger with STB Telemedia, Inc. and terminate our joint venture as a result of
poor performance.




On March
30, 2010, the Company announced its merger with Jarish, Inc., a California based
couponing company.  Certain conditions precedent to the merger closing
had not been fulfilled as originally agreed on.  As a result, on June
21, 2010, the Company terminated its Agreement and Plan of Reorganization
agreement with Jarish, Inc. and instead entered into an Asset Acquisition
Agreement with Jarish, Inc. pursuant to which the Company has agreed to acquire
from Jarish, Inc. all assets exclusive to Mycitypoint.com, Pointcredtis.com and
Pointscredits.com for the purchase price of Two Million (2,000,000) shares of
Company common stock payable at the closing of the
transaction  .  As of the date of this report the Asset
Acquisition Agreement has not closed.  However, the Company expects to
close the transaction during the current fiscal quarter.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





We
conduct all of our transactions, including those with foreign suppliers and
customers, in U.S. dollars. We are therefore not directly subject to the risks
of foreign currency fluctuations and do not hedge or otherwise deal in currency
instruments in an attempt to minimize such risks.  Demand from foreign
customers and the ability or willingness of foreign suppliers to perform their
obligations to us may be affected by the relative change in value of such
customer or supplier's domestic currency to the value of the U.S.
dollar.  Furthermore, changes in the relative value of the U.S. dollar
may change the price of our products relative to the prices of our foreign
competitors.


Item
4.  Controls and Procedures.




See Item
4(T) below.




Item
4(T).  Controls and Procedures.




Evaluation of Disclosure
Controls and Procedures




Based on
management’s evaluation (with the participation of our Chief Executive Officer
(CEO) and Chief Financial Officer (CFO)), as of the end of the period
covered by this report, our CEO and CFO have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)), are
effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in Securities and Exchange Commission rules and forms, and is accumulated and
communicated to management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure.


15


Changes in Internal Control
over Financial Reporting




There
were no changes to our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) 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.




Inherent Limitations on
Effectiveness of Controls




Our
management, including the CEO and CFO, does not expect that our disclosure
controls or our internal control over financial reporting will prevent or detect
all error and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met. 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. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance
that misstatements due to error or fraud will not occur or that all control
issues and instances of fraud, if any, have been detected. The design of any
system of controls is based in part on 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. Projections of
any evaluation of the effectiveness of controls to future periods are subject to
risks. Over time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with policies or
procedures.




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.




During
the nine months ended June 30, 2010, Thrive Worldwide, Inc. issued 11,858,625
shares of its common stock in private transactions not involving a public
offering, as follows:




·
              Issued
      1,148,625 shares of stock in exchange for gross proceeds of $229,725 from
      which finder’s fees of $70,725 were paid from the proceeds resulting in
      the Company realizing
$159,000.




·
              Issued
      10,510,000 shares upon the conversion of $24,280 of
  debt.




·
              Issued
      200,000 shares to Andrew Schenker, CEO for services valued at
      $5,600.




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.


16


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.




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 of the date of this report, the company has paid
$40,000 towards this balance and received 683,500 shares of Company common stock
held by the creditor in return.





The
Company has been in the process of negotiating its outstanding debt with its
creditors.  In December 2008 we renegotiated and settled the
outstanding balance on our line of credit with Washington Mutual.  As
a result, Washington Mutual has agreed to reduce the line of credit from $22,632
to $4,429.  This amount has been satisfied.   In March
2010, Washington Mutual agreed to reduce the credit card debt from $4123 to
$712.  This amount has been satisfied.




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.




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




Not
applicable.




Item
5.  Other Information.




Not
applicable.




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


17


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:
      August 20, 2010.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
                  
                  August
      20, 2010and
      Director


18