TABLE OF CONTENTS

 

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

 

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PART I – FINANCIAL INFORMATION

 

ITEM 1.  INTERIM FINANCIAL STATEMENTS

 

THRIVE WORLD WIDE, INC.

CONDENSED BALANCE SHEETS

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

 

See accompanying notes to the condensed financial statements.

 

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THRIVE WORLD WIDE, INC.

CONDENSED STATEMENTS OF OPERATIONS

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

 

See accompanying notes to the condensed financial statements.

 

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THRIVE WORLD WIDE, INC.

CONDENSED STATEMENTS OF CASH FLOWS

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

 

Supplemental Disclosure of Non-Cash Investing and Financing Activities

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

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

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

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

See accompanying notes to the condensed financial statements.

 

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THRIVE WORLD WIDE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 – BASIS OF PRESENTATION

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

NOTE 2 – LOANS FROM STOCKHOLDERS/NOTE PAYABLE

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

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

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

 

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, 2008. 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 follows: One payment of $5,000 on completion of the merger transaction with Cubit, LLC (as assignee of STB Telemedia, Inc.’s rights) followed by five equal monthly payments of $5,000 commencing one month after the closing of the merger transaction.

 

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THRIVE WORLD WIDE, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

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

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

NOTE 4 – RECENT MATERIAL TRANSACTIONS

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

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

In conjunction with the private placement offering the Company issued warrants to purchase ½ share of common stock for 24 months at $0.26 per share and ½ share of common stock for 48 months at $0.36 per share.  No value has been assigned to these warrants as the fair value of such warrants was deemed immaterial.

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

NOTE 5 – RECENT ACCOUNTING PRONOUNCEMENTS