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 March 31, 2010





THRIVE
WORLD WIDE, INC.





Commission
File Number: 333-127597





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





(631)
786-4450


(Issuer's
telephone number)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.


Yesx    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
              o
            Accelerated
      Filero
            Non-Accelerated
      Filero
              (Do
      not check if a
              smaller
      reporting
              company)
            Smaller
      Reporting Company
              þ





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


Yeso    Nox





As of
March 31, 2010, there were 33,378,625 outstanding shares of the
registrant's common stock, $.001 par value per share.








Page
2







TABLE
OF CONTENTS




PART
      I – FINANCIAL INFORMATION
              3ITEM
      1.
              INTERIM
      FINANCIAL STATEMENTS
              3NOTE
      1.                      BASIS
      OF PRESENTATION
              7NOTE
      2.                      NOTES
      PAYABLE/STOCKHOLDER LOANS
              7NOTE
      3.                      BASIC
      AND DILUTED NET (LOSS) PER SHARE
              8NOTE
      4.                      RECENT
      MATERIAL TRANSACTION
              8NOTE
      5.                      RECENT
      ACCOUNTING PRONOUNCEMENTS
              8ITEM
      2.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS
              8ITEM
      3.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              12ITEM
      4.
              CONTROLS
      AND PROCEDURES
              12PART
      II – OTHER INFORMATION
              13ITEM
      1.
              LEGAL
      PROCEEDINGS
              13ITEM
      1A
              RISK
      FACTORS
              13ITEM
      2.
              UNREGISTERED
      SALES OF EQUITY SECURITIES
              13ITEM
      3.
              DEFAULT
      UPON SENIOR SECURITIES
              13ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              13ITEM
      5.
              OTHER
      INFORMATION
              13ITEM
      6.
              EXHIBITS
              14SIGNATURES
              14






















Page
3




PART
I – FINANCIAL INFORMATION




ITEM
1.  INTERIM FINANCIAL STATEMENTS




THRIVE
WORLD WIDE, INC.


CONDENSED
BALANCE SHEETS








Mar
      31,
                  2010
                  (unaudited)
                
                
                September
                  30,
                  2009AssetsEscrow
      deposit
                
                $
                17,000
                
                
                $
                -Due
      from Thrive World Wide LLC-joint venture partner
                
                $
                37,465
                
                
                $
                9,752Escrow
      receivable-related party
                
                
                75,000
                
                
                
                -Total
      assets
                
                $
                129,465
                
                
                $
                9,752Liabilities
      and Stockholder's DeficitBank
      overdraft
                
                $
                -
                
                
                $
                -Accounts
      payable
                
                
                189,055
                
                
                
                143,687Accounts
      payable – related parties
                
                
                9,435
                
                
                
                -Accrued
      expenses
                
                
                53,703
                
                
                
                25,422Loans
      from stockholders
                
                
                760,666
                
                
                
                745,376Notes
      payable
                
                
                30,000
                
                
                
                30,000Bank
      line of credit
                
                
                95,636
                
                
                
                95,636Total
      current liabilities
                
                
                1,138,495
                
                
                
                1,040,121Stockholders'
      deficitPreferred
      stock, $.001 par value, 10,000,000 shares authorized, 0 issued and
      outstandingCommon
      stock, $.001 par value, 200,000,000 shares authorized, 33,378,625 and
      27,050,000 issued and outstanding respectively
                
                
                32,649
                
                
                
                27,050Additional
      paid in capital
                
                
                1,696,840
                
                
                
                1,538,989Accumulated
      deficit
                
                
                (2,738,519
                )
                
                
                (2,596,408
                )Total
      stockholders' deficit
                
                
                (1,009,030
                )
                
                
                (1,030,369
                )Total
      liabilities and stockholders' deficit
                
                $
                129,465
                
                
                $
                9,752




See
accompanying notes to the condensed financial statements.






















Page
4




THRIVE
WORLD WIDE, INC.


CONDENSED
STATEMENTS OF OPERATIONS








Three
      Months
                  Ended
                  March
      31
                
                
                Six
      Months
                  Ended
                  March
      312010
                
                
                2009
                
                
                2010
                
                
                2009(unaudited)
                
                
                (unaudited)
                
                
                (unaudited)
                
                
                (unaudited)Revenue
                
                
                $
                -------------
                
                
                $
                ------------
                
                
                $
                -------------
                
                
                $
                ------------Operating
      expensesGeneral
      and administrative
                
                
                6,978
                
                
                
                2,474
                
                
                
                113,116
                
                
                
                29,150Depreciation
      expense
                
                
                -----------
                
                
                
                -----------
                
                
                
                ------------
                
                
                
                -----------Total
      operating expenses
                
                
                6,978
                
                
                
                2,474
                
                
                
                113,116
                
                
                
                29,150Net
      Operating Loss
                
                
                
                (6,978
                )
                
                
                (2,474
                )
                
                
                (113,116
                )
                
                
                (29,150
                )Other
      income/(expense)Interest
      expense
                
                
                (16,218
                )
                
                
                (8,278
                )
                
                
                (32,403
                )
                
                
                (21,897
                )Gain
      on forgiveness of debt
                
                
                3,411
                
                
                
                6,982
                
                
                
                3,411
                
                
                
                31,274Total
      other income/(expense)
                
                
                (12,807
                )
                
                
                (1,296
                )
                
                
                (28,992
                )
                
                
                9,377Net
      loss
                
                
                $
                (19,785
                )
                
                $
                (3,770
                )
                
                $
                (142,108
                )
                
                $
                (19,773
                )Basic
      and Diluted loss per share
                
                $
                (0.001
                )
                
                
                ------------
                
                
                $
                (0.006
                )
                
                
                ------------Weighted
      average shares outstanding
                
                
                24,000,000
                
                
                
                24,000,000
                
                
                
                24,000,000
                
                
                
                24,000,000





See
accompanying notes to the condensed financial statements.


















Page
5




THRIVE
WORLD WIDE, INC.


CONDENSED
STATEMENTS OF CASH FLOWS





Six Months
                  Ended
                  Mar 31,2010
                
                
                2009(unaudited)
                
                
                (unaudited)Cash
      Flows From Operating ActivitiesNet
      loss
                
                $
                (142,108
                )
                
                $
                (19,773
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Loss
      on joint venture expenses
                
                
                -
                
                
                
                -Gain
      on forgiveness of debt
                
                
                (3,411)
                
                
                
                (31,274
                )Changes
      in:Other
      current assets
                
                
                (102,714)
                
                
                
                50Escrow
      deposit
                
                
                -
                
                
                
                4,245Bank
      overdraft
                
                
                -
                
                
                
                -Accounts
      payable
                
                
                54,802
                
                
                
                10,660Accounts
      payable - related parties
                
                
                -
                
                
                
                5,515Accrued
      expenses
                
                
                32,403
                
                
                
                13,030Net
      cash used in operating activities
                
                
                (161,028)
                
                
                
                (17,547
                )Cash
      Flows From Investing ActivitiesCash
      provided by investing activities
                
                
                157,851
                
                
                
                -Net
      cash provided by/(used in) investing activities
                
                
                157,851
                
                
                
                -Cash
      Flows From Financing ActivitiesBank
      overdraft
                
                
                -
                
                
                
                (535)Proceeds
      from stockholders' loans
                
                
                14,479
                
                
                
                22,511Changes
      in Additional Paid In Capital
                
                
                157,851
                
                
                
                -Changes
      in Common Stock
                
                
                5,599
                
                
                
                -Net
      change in lines of credit
                
                
                -
                
                
                
                (4,429)Net
      cash provided by/ (used in) financing activities
                
                
                177,929
                
                
                
                17,547Net
      change in cash
                
                
                17,000
                
                
                
                -Cash
      at beginning of period
                
                
                -
                
                
                
                -Cash
      at end of period
                
                $
                17,000
                
                
                $
                -Supplemental
      Disclosure of Cash Flows InformationIncome
      taxes
                
                $
                -
                
                
                $
                -Interest
                
                
                -
                
                
                
                -




See
accompanying notes to the condensed financial statements.












Page
6





Supplemental
Disclosure of Non-Cash Investing and Financing Activities








During
the six months ended March 31, 2009 outstanding debt of $13,071 and $18,203 was
forgiven on the Company's accounts payable and Washington Mutual line of
credit, respectively. These amounts have been excluded from the statements
of cash flows presented.





During
the six months ended March 31, 2010 outstanding debt of $3,411 was forgiven on
the Company’s credit card payable for Washington Mutual.  These
amounts have been excluded from the statements of cash flows
presented.





During
the six months ended March 31, 2010 a stockholder of the Company paid $2,901 in
expenses on behalf of the Company. These amounts have been excluded from the
statements of cash flows presented.





During
the six months ended March 31, 2010 the Company issued 1,148,625 shares of
common stock in conjunction with a private placement
offering.  Gross proceeds of $229,725 were raised from the
offering.  Commissions of $70,725 were paid directly from the
proceeds.  The net proceeds of $159,000 were deposited into an escrow
account maintained by a related party.  These amounts have been
excluded from the statement of cash flows presented





During
the six months ended March 31, 2010, $67,000 was advanced from an escrow
account maintained by a related party to Thrive World Wide LLC on the
Company's behalf for joint venture expenses incurred.  These
amounts have been excluded from the statement of cash flows
presented.





During
the six months ended March 31, 2010, $4,450 of convertible debt was converted to
4,450,000 shares of stock at a par value of $0.001 per share.





See
accompanying notes to the condensed financial statements.











Page
7




THRIVE
WORLD WIDE, INC.


NOTES
TO CONDENSED FINANCIAL STATEMENTS




NOTE
1 – BASIS OF PRESENTATION





The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for annual financial statements. In the opinion
of management, all adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation, have been included. The results of
operations are not necessarily indicative of the results that may be expected
for the year ending September 30, 2010. For further information, refer to the
financial statements and footnotes thereto for the most recent fiscal year as
reported in Form 10-K/A.  The terms “Thrive,” “Thrive World Wide,”
“we,” “us,” “our,” and the “Company” refer to Thrive World Wide,
Inc.





NOTE
2 – LIQUIDITY





The
Company had net losses of approximately $142,108 and $19,773 for the six months
ended March 31, 2010 and 2009, respectively.  The Company had a
working capital deficit of approximately $1,009,030 and $937,970 as of March 31,
2010 and 2009, respectively.  These factors raise substantial doubt
about the Company’s ability to continue as a going concern.





NOTE
3 – LOANS FROM STOCKHOLDERS/NOTES PAYABLE





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





On
January 2, 2009, we revised and re-issued certain promissory notes in the face
amount of $173,257 and $55,000 to Collette Eck Szczesny and Marilyn Eck,
respectively.  These notes represent amounts due and in default from
December 31, 2007 and on which no interest or principal has been paid by the
Company in over three (3) years.  In consideration of the lenders’
Agreement to extend these notes, the Company agreed to cause the notes to be
revised and re-issued as convertible debentures which would pay 7.5% interest
and be convertible by lenders at the conversion price equal to the par value of
our common shares (at present $0.001/share).  As such, the holders
could convert into a total of 237,000,000 shares of common stock of the Company,
if the full conversion privilege were to be
exercised.  Notwithstanding the foregoing, the Notes contain a
provision limiting the conversion thereof by any party to not more that 4.99%
ownership of the stock of the Company at any time after taking into account all
of the holdings of the converting party.  The lenders 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
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. Subsequent to this note assumption, the principle of Horowitz Consulting
Group, LLC exercised the option to convert 3,050,000 shares at par value, which
resulted in debt reduction in the amount of $3,050 for the year ended September
30, 2009. As of March 31, 2010. $60,746 has been advanced from Horowitz directly
to pay bills of the Company.  The total amount included in loans from
this stockholder as of March 31, 2010 is $285,953.  Interest in the
amount of $10,561 has been recorded for the six months ended March 31, 2010 and
has been included in accrued expenses. There was no beneficial conversion
feature associated with these securities as per FASB ASC 470-20-25. The
conversion can be made at the option of the holder, the conversion price was
greater than the perceived market value of the stock, the debt was originally
sold at the face amount, the interest rate is lower than the Company would pay
for non-convertible debt and the conversion price does not decrease. As per
FASB ASC 470-20-25-12, no portion of the proceeds from issuance shall be
accounted for as attributable to the conversion feature. In addition, the
restrictions on the conversion and the limits on the authorized shares prevent
the holders from fully exercising the conversion. The perceived market
value of the stock was less than par value due to the highly illiquid nature of
the stock and the Company's lack of revenue generating activities as of the date
of the issuance of these debentures.





The
second loan is from a former director and officer. At one time three original
officers had three separate loans. All of these notes were combined and signed
over to one party in exchange for the complete independent absorption of the
Company’s 1st Banking
Center line of credit that was guaranteed by the other two parties. The notes
assumed by this stockholder totaled $200,947 including accrued interest. During
the twelve months ended September 30, 2009 this stockholder also personally
assumed the outstanding debt and interest on the 1st Banking
Center line of credit held by the Company.  The total amount assumed
on the line of credit was $124,953 with interest of $3,264 also assumed.
Additionally, this stockholder assumed $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.












As of
March 31, 2010, this shareholder was due $479,163. A convertible promissory note
was executed on August 17, 2009 for this amount bearing interest at 12%, and are
convertible by lenders at the conversion price equal to the par value of our
common shares (at present $0.001/share).  As such, the holder could
convert into a total of 479,000,000 shares of common stock of the Company, if
the full conversion privilege were to be exercised.  Notwithstanding
the foregoing, the Notes contain a provision limiting the conversion thereof by
any party to not more that 4.99% ownership of the stock of the Company at any
time after taking into account all of the holdings of the converting party. This
note is due on demand and matures on February 15, 2011. All interest has been
waived from the date of the note until September 30, 2009.  Interest
in the amount of $18,154 has been recorded for the six months ended March 31,
2010 and has been included in accrued expenses.There was no beneficial
conversion feature associated with these securities as per FASB ASC
470-20-25. The conversion can be made at the option of the holder, the
conversion price was greater than the perceived market value of the stock, 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.





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%).  To date, the options on this arrangement have not been
exercised.













Page
8




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





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





NOTE
5 – RECENT MATERIAL TRANSACTION





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





During
the three months ended December 31, 2009 the Company issued 1,148,625 shares of
common stock in conjunction with a private placement
offering.  Gross proceeds of $229,725 were raised from the
offering.  Commissions of $70,725 were paid directly from the
proceeds.  The net proceeds of $159,000 were deposited into an escrow
account maintained by a related party.  From the remaining proceeds
$67,000 was paid to the Company’s joint venture partner for joint ventures
expenses incurred for the three months ended December 31, 2009 and $17,000 was
deposited into the Company’s escrow account by the related party.  The
balance due from the related party as of March 31, 2010 is $75,000.





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





On March
30, 2010, Thrive World Wide, Inc., announced its merger with Jarish, Inc., a
California based couponing company.  This merger will enhance the
ability of the Company 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. As of the filing date of this Form 10-Q, certain
conditions precedent to the merger closing has not yet been
fulfilled.








Page
9




NOTE
6 – 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.




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
7 – SUBSEQUENT EVENTS





The
Company previously reported 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 and the Jarish are renegotiating the
terms of the merger (but not the substantive provisions) so that:





(a)
            Jarish
      will merge into a subsidiary of the Company formed solely for the Merger,
      with Jarish surviving;




(b)
            As
      consideration for Jarish merging with the Company’s subsidiary, the
      Company will issue  an aggregate of 19,739,038 shares (each, a
      “Merger Share”) of the common stock, par value $.001 per share (the
      “Company Common Stock”), of the Company in exchange for all of the issued
      and outstanding common and preferred stock of Jarish, Inc.(collectively,
      (the “Jarish, Inc. Shares”);




(c)
            Jarish,
      Inc. retaining Jason Eck as a consultant pursuant to a written consulting
      agreement;




(d)
            Jarish,
      Inc. retaining Rivera as its chief executive officer and co-president
      pursuant to a written Employment
Agreement;




(e)
            Jarish,
      Inc. retaining Schenker as its Executive Vice
      President  pursuant to a written Employment Agreement;
      and




(f)
            Eck,
      Rivera, and Schenker being elected to the Company’s Board of Directors,
      subject to the Company’s compliance with Rule 14f-1 under the Securities
      Exchange Act if 1934, as amended.




The
Company retained Eck as a consultant, Rivera as its Chief Executive Officer and
President and Schenker as its Executive Vice President and the other material
terms of the Merger will be set forth in an amended and restated agreement and
plan of merger during the first week of June 2010.




As a
result of the planned changes to the Merger Jarish, Inc. will became a
wholly-owned subsidiary of the Company.  Jarish, Inc. markets a
multi-media and web based marketing system that utilizes a proprietary software
program that assists businesses in marketing their products to prospective
customers and evaluating prospective customer demographics and determining
consumer preferences from as behavioral prospective.





ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS





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





Forward-Looking
Statements








This
quarterly report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation, statements
regarding our expectations, beliefs, intentions or future strategies that are
signified by the words “expects,” “anticipates,” “intends,” “believes,”
“estimates” or similar language. All forward-looking statements included in this
document are based on information available to us on the date hereof. We caution
investors that our business and financial performance and the matters described
in these forward-looking statements are subject to substantial risks and
uncertainties. For further information regarding these risks and uncertainties,
please refer to publicly available documents that we have filed with the
Securities and Exchange Commission (the “SEC”). Because of these risks and
uncertainties, some of which may not be currently ascertainable and many of
which are beyond our control, actual results could differ materially from those
projected in the forward-looking statements. Deviations between actual future
events and our estimates and assumptions could lead to results that are
materially different from those expressed in or implied by the forward looking
statements. We do not intend to update these forward looking statements to
reflect actual future events.  The terms “Thrive,” “Thrive World Wide,”
“we,” “us,” “our,” and the “Company” refer to Thrive World Wide,
Inc.







Page
10




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 and
the Jarish are renegotiating the terms of the merger (but not the substantive
provisions) with Jarish, Inc., a California based couponing
company.  This merger will enhance the ability of TWWI to offer
additional specialty services through the electronic media venue that they will
provide.  The Company believes that it will be able to provide a
unique end-to-end vertical solution that will accommodate content creation and
distribution to a broad segment of the market via the
Internet.








Results
of Operations for the Six Months Ended March 31, 2010 Compared to the Six Months
Ended March 31, 2009





Due to
the change of our business, the income from our business of cancer development
technologies for the six months ended March 31, 2010 and March 31, 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.





General
and administrative expenses for the six months ended March 31, 2010 were
$113,116.  This was an increase of $83,966, or 288%, as compared to
general and administrative expenses of $29,150 for the six months ended March
31, 2009.   The increase is due to an increase in legal fees
associated with the joint venture and merger agreements.












Page
11




Interest
expense for the six months ended March 31, 2010 was $32,403.  This is
an increase of $10,506, or 48%, as compared to interest expense of $21,897 for
the six months ended March 31, 2009.  The increase in interest expense
is due to the accrual of interest on the outstanding stockholder loans during
the six months ended March 31, 2010.





We had a
gain on the forgiveness of debt for the six months ended March 31, 2010 of
$3,411.  This is a decrease of $27,863, or 89%, as compared to gain on
the forgiveness of debt of $31,274 for the six months ended March 31,
2009.  The decrease is the result of only one credit card debt being
settled or negotiated during the six months ended March 31, 2010.





We had a
net loss of $142,108 (or basic and diluted loss per share of $0.006) for the six
months ended March 31, 2010, as compared to net loss of $19,773 (or basic and
diluted loss per share of $0.001), for the six months ended March 31, 2009. The
increase in net loss was primarily due to joint venture and legal expenses as a
result of our change in business from a full-service brokerage company, to a
cancer detection technology development company, and then to a joint venture
partner in the multimedia, marketing and communications
sector.  Additionally, there was only a small forgiveness of debt
($3,411) for the six months ended March 31, 2010.





Liquidity
and Capital Resources





As of
March 31, 2010, we had total current assets of $129,465 consisting of $17,000 in
an escrow account, amounts due to the Company from its joint venture partner of
$37,465 and $75,000 due from an escrow receivable account of a related
party.





As of
March 31, 2010, we had total current liabilities of $1,138,495 consisting of
loans from stockholders of $760,666, bank line of credit of $95,636, accrued
expenses of $53,703, accounts payable of $189,055, and notes payable of
$30,000.  Accrued expenses consists of accrued interest.





We had
negative working capital of  $1,009,030as of March 31, 2010. The ratio
of current assets to current liabilities was 11% as of March 31,
2010.





During
the six months ended March 31, 2010, net cash was $17,000; consisting of
$161,028 used in operating activities which was offset by $157,851provided by
investing activities and $ 177,929provided by financing activities.





Cash
flows from operations were not sufficient to fund our requirements during the
six months ended March 31, 2010. Our current cash requirements are approximately
$6,500 per month. To make up the short fall, we were advanced monies from
shareholders and a third party.  Subsequent to that time and for the
period of six months ending March 31, 2010, we have and will continue to use
third party loans and additional capital investment to meet our monthly
operating costs as well as our capital expense and material inventory
budget.





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





On July
6, 2007, we issued a promissory note in the amount of $42,430 to PCMS’ parent
company for PCMS to provide us with six months of regulatory compliance services
regarding periodic and other reports that we are required to file with the
SEC.  The note matured on January 6, 2008, and was in default, until a
renegotiation thereof to provide for a reduction of the principal balance to
$30,000 payable in six equal installments of $5,000 (with interest at
0%).  To date, the options on this arrangement have not been
exercised.











Page
12




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





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




Critical
Accounting Policies





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





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





Revenue
Recognition





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




Income
Taxes





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










Page
13




Plan
of Operations for the Quarter Ending March 31, 2010





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. (“STB”) 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.





On March
30, 2010, Thrive World Wide, Inc., announced its merger with Jarish, Inc., a
California based couponing company.  This merger will enhance the
ability of TWWI to offer additional specialty services through the electronic
media venue that they will provide.  The Company believes that it will
be able to provide a unique end-to-end vertical solution that will accommodate
content creation and distribution to a broad segment of the market via the
Internet. As of the filing date of this Form 10-Q certain conditions
precedent to the merger closing has not yet been fulfilled.








ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





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





ITEM
      4.
            CONTROLS
      AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





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





In
particular, we determined that the Form 8-K filed in to disclose the prospective
merger with Jarish in March, 2010 may have contained statement concerning the
effectiveness of the merger that were not technically correct from a legal
prospective, although correct from a lay management
perspective.  Specific steps have been taken to remedy this failure of
disclosure controls in that we have in May 2010 retained experienced securities
counsel to advise on certain aspects of the merger transaction and assist in the
preparation of our reports filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended.





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





Changes
in Internal Control over Financial Reporting





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












Page
14




PART
II – OTHER INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS





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





ITEM
      1A.
            RISK
      FACTORS.





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








ITEM 3.
            DEFAULT
      UPON SENIOR SECURITIES.





Prior to
the date of filing this report, we had failed to fully pay and were in default
on $40,430 of remaining principal and $2,109 of accrued interest on a note
payable which matured on January 6, 2008, that we issued to the parent of PCMS
for PCMS to provide us with six months of regulatory compliance services
regarding periodic and other reports that we are required to file with the
SEC.  We were also subject to late charges equal to 5% of any amount
due under the note that is not received by the holder within three (3) days of
when such amount is due. As of the date hereof, the holder of such note payable
agreed to reduce the principal balance and accrued interest and late charges to
$30,000 payable in six equal installments of $5,000 (with interest at
0%).  To date, the options on this arrangement have not been
exercised.





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 has 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.















Page
15







ITEM
      6.
            EXHIBITS








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





*      Filed
herein.







SIGNATURES





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





THRIVE
      WORLD WIDE, INC.Date:
      May 24, 2010
            By:
            /s/
      Andrew J. SchenkerName:
      Andrew J. SchenkerTitle:
      Chief Executive Officer andPrincipal
      Financial Officer