UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter ended December 31, 2011

 

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.)
647 Main Street, STE 500, Lake Geneva, WI	53147
(Address of principal executive offices)	(Zip Code)

 

(855) 899-2929

(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  £ Nox

 

As of January 31, 2012, there were 107,931,068 outstanding shares of the registrant's common stock, $.001 par value per share.

 

 

THRIVE WORLD WIDE, INC.

FORM 10-Q

TABLE OF CONTENTS

 

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of December 31, 2011 (Unaudited)  and September 30, 2011	1
	Consolidated Statements of Operations (Unaudited) For the Three Months Ended December 31, 2011 and 2010	2
	Consolidated Statement of Stockholders' Equity (Unaudited) For the Three Months Ended December 31, 2011	3
	Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended December 31, 2011	4
	Notes to Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
Item 4(T).	Controls and Procedures	15
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
Signatures		19

 

 

Item 1. Financial Statements.

 

Thrive World Wide, Inc.

Balance Sheets

 

		December 31,				September 30,
		2011				2011
		(Unaudited)				(Audited)
ASSETS
Current Assets
Cash		$	8			$	19,318
Prepaid expenses and other current assets (Note B)			32,350				51,750
Total Current Assets			32,358				71,068
Equipment, net of $6,424 of accumulated depreciation			5,827				6,847
Other assets			1,200				1,200
Total Assets		$	39,385			$	79,115
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable (Note C)		$	363,208			$	350,940
Accrued interest (Note C and D)			144,049				129,113
Accrued compensation (Note C)			35,000				35,000
Shareholder promissory notes (Note D)			1,192,279				1,175,306
Bank line of credit (Note E)			95,636				95,636
Total Current Liabilities			1,830,172				1,785,995
Total Liabilities			1,830,172				1,785,995
Stockholders' Deficit (Note F)
Preferred stock, par value $.001, 10,000,000 shares authorized; 3,666,663 and none issued and outstanding at December 31, 2011 and September 30, 2011, respectively			3,667				-
Common stock, par value $.001, 1,000,000,000 shares authorized; 127,931,068 and 116,753,468 issued and outstanding at December 31, 2011 and September 30, 2011, respectively			127,932				116,754
Additional paid-in capital			1,790,648				1,740,515
Accumulated deficit			(3,713,034	)			(3,564,149	)
Total Stockholders' Deficit			(1,790,787	)			(1,706,880	)
Total Liabilities and Stockholders' Deficit		$	39,385			$	79,115

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

Thrive World Wide, Inc.

Statements of Operation (Unaudited)

For the Three Months Ended December 31, 2011 and 2010

 

		Three Months Ended
		December 31,
		2011				2010
Revenue		$	97			$	-
Cost of sales			11,000				-
Gross profit			(10,903	)			-
Operating expense
General and administrative			74,262				54,441
Sales and marketing			36,586				-
Depreciation & amortization			1,020				1,020
Total operating expenses			111,868				55,461
Loss from operations			(122,771	)			(55,461	)
Other income (expense)
Interest expense			(26,114	)			(25,213	)
Total other expense			(26,114	)			(25,213	)
Net loss		$	(148,885	)		$	(80,674	)
Net loss per common share - basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted			126,063,031				40,180,193
The 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			241,096				1,148,626
Convertible promissory notes			1,290,801,695				922,958,186

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

Thrive World Wide, Inc.

Statement of Stockholders' Deficit

For the Three Months Ended December 31, 2011

 

		Preferred Stock								Common Stock								Additional								Total
		Number of								Number of								Paid-in				Accumulated				Stockholders'
		Shares				Amount				Shares				Amount				Capital				Deficit				Deficit
BALANCES September 30, 2011			-			$	-				116,753,468			$	116,754			$	1,740,515			$	(3,564,149	)		$	(1,706,880	)
Preferred stock issued for cash, net of finder's fee of $4,500			3,666,663				3,667												46,833								50,500
Shares issued for accrued interest											11,177,600				11,178												11,178
Fair value of warrants issued with preferred stock																			3,300								3,300
Net loss																							(148,885	)			(148,885	)
BALANCES December 31, 2011 (Unaudited)			3,666,663			$	3,667				127,931,068			$	127,932			$	1,790,648			$	(3,713,034	)		$	(1,790,787	)

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

Thrive World Wide, Inc.

Statements of Cash Flows (Unaudited)

For the Three Months Ended December 31, 2011 and 2010 

 

		Three Months Ended
		December 31,
		2011				2010
Cash flows from operating activities
Net loss		$	(148,885	)		$	(80,674	)
Adjustments to reconcile net income/loss to net cash (used in) provided by operating activities:
Depreciation & amortization			1,020				1,020
Common stock issued for accrued interest			11,178				2,450
Stock compensation expense on warrants issued			3,300				-
Changes in operating assets and liabilities:
Other current assets			19,400				-
Accounts payable			12,268				20,173
Accounts payable - related parties			-				15,000
Accrued expenses			14,936				21,264
Net cash used in operating activities			(86,783	)			(20,767	)
Cash flows from investing activities			-				-
Cash flows from financing activities
Proceeds from the sale of preferred stock, net			50,500
Proceeds from shareholder notes			16,973				20,853
Net cash provided by financing activities			67,473				20,853
Increase in cash			(19,310	)			86
Cash at beginning of period			19,318				1
Cash at end of period		$	8			$	87
Supplemental disclosure of cash flow information:
Taxes paid in cash		$	-			$	-
Interest paid in cash		$	-			$	1,500
Supplemental disclosure of non-cash transactions:
Common stock issued for shareholder notes accrued interest		$	11,178			$	2,450

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

 

 

THRIVE WORLD WIDE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010

 

NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The unaudited financial statements of Thrive World Wide, Inc. as of December 31, 2011 and for the three months ended December 31, 2011 and 2010 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, 2011 as filed with the Securities and Exchange Commission as part of our Form 10-K filed on January 24, 2012. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

 

Organization

The Company was incorporated in Nevada on April 8, 2005 as Z Yachts, Inc., a full-service boat brokerage company.

 

On July 26, 2008, the Company exited the boat brokerage business and changed its name to Boveran Diagnostics, Inc. in order to pursue the development of cancer detection technologies. The Company’s board of directors then abandoned those operations in order to establish a business model of creating, marketing and licensing new media technologies.

 

On May 18, 2009, the Company entered into a Binding Letter of Intent to acquire 100% of the stock of STB Telemedia to further the business of creating, marketing and licensing new media technologies. On July 16, 2009, the Company entered into a subsequent binding letter of intent with STB Telemedia, Inc., to operate a joint venture for a period which would allow each Company's management to become acquainted, determine the fit and focus of operations and to provide sufficient time to conduct due diligence of the other party. Shortly thereafter, we elected to terminate the merger with STB Telemedia, Inc. due to poor performance.

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

 

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

 

Going Concern

Recent operating results give rise to concerns about the Company's ability to generate cash flow from operations sufficient to sustain ongoing viability. As of December 31, 2011, we had an accumulated deficit of $3,713,034 and negative working capital of $1,797,814. Net loss for the three months ended December 31, 2011 and year ended September 30, 2011 was $148,885 and $469,964, 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.

 

 

THRIVE WORLD WIDE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010

 

NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

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.

 

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 years
Furniture and fixtures:	5 – 7 years
Machinery and equipment	5 – 7 years
Leasehold improvements	7 years

 

Long-Lived Assets

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

 

Stock-Based Compensation

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

 

Revenue

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

 

Advertising Costs

The Company expenses all advertising as incurred. No advertising expense was incurred during 2011 or 2010.

 

 

THRIVE WORLD WIDE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010

 

NOTE A – ORGNIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Earnings (Loss) per common share

Pursuant to ASC 260-10-45-10, the computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. However, pursuant to ASC 260-10-45-17, the computation of diluted net income per share shall not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, pursuant to ASC 260-10-45-25, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

 

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively. See “Note I - Income Taxes” for further discussion.

 

Fair Value Measurement

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.

 

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

 

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities valued with Level 3 inputs.

 

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts payable, and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Recently Adopted Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company believes that none of the new standards will have a significant impact on its consolidated financial statements.

 

 

THRIVE WORLD WIDE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010

 

NOTE B - PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expensed and other current assets consists of $2,400 of prepaid expenses, including public company disclosure services and $29,950 paid to a production company vendor for the production of customer commercials that we plan to air as part of the DailyHotDeals.com business. The Company produces commercials for our customers to air on DailyHotDeal.com as part of the promotion of that merchant and resulting deals that are purchased by the public. The Company accounts for these commercials pursuant to ASC 720-35, Other Expenses: Advertising Costs, and has elected to defer the costs of advertising until the advertising takes place to more appropriately match our costs of commercial production to the revenue related to each commercial. These costs are then recorded as cost of sales.

 

NOTE C – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses as of December 31, 2011 and September 30, 2011 consists of the following:

 

		December 31,				September 30,
		2010				2011
Professional fees		$	248,471			$	245,756
Non-trade payables			114,737				105,184
Due to CEO for accrued wages			35,000				35,000
Accrued interest			144,049				129,113
Total		$	542,257			$	515,053

 

NOTE D– SHAREHOLDER PROMISSORY NOTES

 

The stockholders have advanced money to Thrive World Wide, Inc. on an as-needed basis.  At September 30, 2011 and December 31, 2011, stockholder loans consisted of the following:

 

1.

($655,326) On January 2, 2009, we revised and re-issued certain promissory notes in the face amount of $173,257 and $55,000 to Collette Eck Szczesny and Marilyn Eck, respectively.  These notes represent amounts due and in default from December 31, 2007 and on which no interest or principal has been paid by the Company in over three (3) years.  In consideration of the lenders’ Agreement to extend these notes, the Company agreed to cause the notes to be revised and re-issued as convertible debentures which would pay 7.5% interest and be convertible by lenders at the conversion price equal to the par value of our common stock (at present $0.001 per share).  The Notes contain a provision limiting the conversion thereof by any party to not more that 4.99% ownership of the stock of the Company at any time after taking into account all of the holdings of the converting party.  The lenders have agreed that they will enter into such lock-up and/or leak-out agreements as may be required by any successor management and/or entity which may acquire control of the Company in a change of control transaction. On June 1, 2009, the notes were assigned to Horowitz Consulting Group, LLC (“Horowitz”) and the principals thereof have agreed to limit the conversion right under the notes based on the fact that the Company did not at the time have sufficient authorized shares to allow for the conversion of the note beyond 26,000,000 shares and the fact that the Company will need to issue shares in order to raise other operating capital as set forth herein. Per ASC 470-20-25-12, no portion of the proceeds from this note are attributable to the conversion feature as the conversion can be made at the option of the holder at a specified price and only upon default, the conversion price does not decrease, the debt was originally sold at the face amount, the interest rate is lower than the Company would pay for non-convertible debt and the conversion price was greater than the perceived market value of the stock.  In addition, the restrictions on the conversion and the limits on the authorized shares prevent the holders from fully exercising the conversion.  The perceived market value of the stock was less than par value due to the highly illiquid nature of the stock and the Company's lack of revenue generating activities as of the date of the issuance of these debentures.

 

The total principle amount due this stockholder as of December 31, 2011 and September 30, 2011 was $655,326 and $638,354, respectively. As of December 31, 2011 and September 30, 2011, $35,857 and $28,618, respectively of accrued interest was due under this note. During the three months ended December 31, 2011, Horowitz advanced the Company $16,973 and converted $5,589 of accrued interest in exchange for 5,588,800 shares at par value. Interest expense in the amount of $12,829 and $6,362 has been recorded for the three months ended December 30, 2011 and 2010, respectively.

 

 

THRIVE WORLD WIDE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010

 

NOTE D– SHAREHOLDER PROMISSORY NOTES (Continued)

 

2.

($489,263) The second loan is from a former director and officer. At one time three original officers had three separate loans. All of these notes were combined and signed over to one party in exchange for the complete independent absorption of the Company’s 1st Banking Center line of credit that was guaranteed by the other two parties. The notes assumed by this stockholder totaled $200,947 including accrued interest. During the twelve months ended September 30, 2009 this stockholder also personally assumed the outstanding debt and interest on the 1st Banking Center line of credit held by the Company.  The total amount assumed on the line of credit was $124,953 with interest of $3,264 also assumed. Additionally, this stockholder assumed $11,141 of credit card liability, converted payables due him in the amount of $34,939 and personally paid bills incurred by the Company in the amount of $47,813. A convertible promissory note was executed on August 17, 2009 for $478,451 bearing interest at 7.5% (with no interest accruing until October 1, 2009) and maturing on February 15, 2011. In addition, this note is convertible at any time at the conversion price equal to the par value of our common stock (at present $0.001 per share).  The note contains a provision limiting the conversion thereof by any party to not more that 4.99% ownership of the stock of the Company at any time after taking into account all of the holdings of the converting party. On December 8, 2010, the Stockholder assigned this note and all amounts due thereunder in equal parts to two outside parties. The note was not modified. Per ASC 470-20-25-12, no portion of the proceeds from this note are attributable to the conversion feature as the conversion can be made at the option of the holder at a specified price and only upon default, the conversion price does not decrease, the debt was originally sold at the face amount, the interest rate is lower than the Company would pay for non-convertible debt and the conversion price was greater than the perceived market value of the stock.  In addition, the restrictions on the conversion and the limits on the authorized shares prevent the holders from fully exercising the conversion.  The perceived market value of the stock was less than par value due to the highly illiquid nature of the stock and the Company's lack of revenue generating activities as of the date of the issuance of these debentures.

 

The total principle amount due under this note as of December 31, 2011 and September 30, 2011 was $489,263 and $489,263, respectively. As of December 31, 2011 and September 30, 2011, $76,568 and $71,655, respectively of accrued interest was due under this note. During the three months ended December 31, 2011, the Company converted $5,589 of accrued interest in exchange for 5,588,800 shares at par value. Interest expense in the amount of $10,502 and $15,970 has been recorded for the three months ended December 30, 2011 and 2010, respectively.

 

3.

($47,690) On February 15, 2010, we issued a convertible promissory note in the face amount of $949 to Search4.com. The note provides for additional infusions of capital, bears interest at 7.5%, is due on demand, is convertible into common stock at the par value of our common stock (at present $0.001 per share), and matures on February 5, 2013 in the event the full balance owing has not been paid. The Note contains a provision limiting the conversion thereof to not more that 4.99% ownership of the stock of the Company at any time after taking into account all of the holdings of the converting party.  The lender has agreed that they will enter into such lock-up and/or leak-out agreements as may be required by any successor management and/or entity which may acquire control of the Company in a change of control transaction. There was no beneficial conversion feature associated with these securities as per FASB ASC 470-20-25.  The conversion can be made at the option of the holder, the conversion price was greater than the perceived market value of the stock due to the highly illiquid nature of the stock and the Company's lack of revenue generating activities as of the date of the issuance, the debt was originally sold at the face amount, the interest rate is lower than the Company would pay for non-convertible debt and the conversion price does not decrease.  As per FASB ASC 470-20-25-12, no portion of the proceeds from issuance shall be accounted for as attributable to the conversion feature.  In addition, the restrictions on the conversion and the limits on the authorized shares prevent the holders from fully exercising the conversion.

 

The total principle amount due under this note as of December 31, 2011 and September 30, 2011 was $47,690. As of December 31, 2011 and September 30, 2011, $1,116 and $203, respectively of accrued interest was due under this note. Interest expense in the amount of $914 and $1,011 has been recorded for the three months ended December 30, 2011 and 2010, respectively.

 

THRIVE WORLD WIDE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010

 

NOTE E – BANK LINE OF CREDIT

 

Our Bank line of credit consists of a $100,000 revolving line of credit with Bank of America with a balance of $95,636 and an interest rate of 7.75% secured by the personal guarantees of former officers. This line of credit is in default and in collection as of December 31, 2011. As of December 31, 2011, the total due is $126,142, including $95,636 of principle and $30,506 of accrued interest. During the three months ended December 31, 2011 and 2010, the Company recognized $1,869 and $1,869, respectively in interest expense.

 

NOTE F – CAPITAL STOCK

 

Common Stock

The Company has authorized 1,000,000,000 shares of $.001 par value common stock with 127,931,068 shares outstanding as of December 31, 2011.

 

During the year ended September 30, 2011, the Company issued common stock as follows:

1.

5,200,000 shares in exchange for vendor liabilities of $52,000.

2.

54,800,000 shares for services valued at $48,000.

3.

25,400,000 shares upon the conversion of notes payable resulting in a $25,400 reduction of accrued interest related to the shareholder notes above.

4.

(7,591,657) shares returned to treasury and canceled valued at par, $.001 per share.

5.

On September 27, 2011, the Company issued 50,000,000 shares, including 25,000,000 to Jason Eck and 25,000,000 to Wendy Borow-Johnson. The restricted shares contain various performance clauses. The restriction can be lifted at the Boards discretion. The stock is "earned" in and "all or nothing" manner meaning only the full 25,000,000 shares can have their restriction lifted or none at all for each individual. The Board also has the option of repurchasing the shares for a total of $1.00. Based on the foregoing the Company assigned no value to this issuance by increasing Common Stock by $50,000 and reducing Additional Paid-In Capital by $50,000.

 

During the three months ended December 31, 2011, the Company issued common stock as follows:

1.

11,177,600 shares upon the conversion of notes payable resulting in a $11,178 reduction of accrued interest related to the shareholder notes above.

 

Preferred Stock

The Company has authorized 10,000,000 shares of $.001 par value preferred stock with 3,666,663 shares outstanding as of December 31, 2011.

 

During the three months ended December 31, 2011, a significant shareholder purchased 3,666,663 shares of preferred stock at a purchase price of $0.015 per share resulting in gross proceeds of $55,000. From the gross proceeds, Mr. Horowitz was paid a $4,500 finder's fee resulting in net proceeds to the Company of $50,500. As part of the purchase of preferred stock, Mr. Horowitz received 550,000 Warrants to purchase 550,000 shares of restricted common stock at a strike price of $0.015 and expiring on November 21, 2015 or five years from the date of purchase.

 

Warrants

At December 31, 2011, the Company had 550,000 Warrants outstanding entitling the holder thereof the right to purchase one share of common stock for each warrant held. As described above on November 21, 2011, the Company issued warrants to purchase 550,000 shares of restricted common stock pursuant to the purchase of preferred stock. The warrants are classified as equity on our balance sheet as they require physical settlement, contain no performance contingencies, have a fixed exercise price and are exercisable by the holder at any time through the expiration date of the warrant. Each warrants fair value was calculated on the date of grant using the Black-Scholes Option Pricing Model using the following inputs: volatility, 570%; risk free interest rate, 0.92%; spot price, $0.006, and exercise price, $0.006. The fair value of the warrants issued and recognized in the financial statements above was $3,300.

 

 

THRIVE WORLD WIDE, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2011 AND 2010

 

NOTE G – SUBSEQUENT EVENTS

 

Pursuant to FASB Accounting Standards Codification 855, Subsequent Events, Including ASC 855-10-S99-2, the Company evaluated subsequent events through March 15, 2012.

 

On January 24, 2012, the Company issued 5,000,000 shares of restricted common stock in exchange for services valued at the price of our stock as listed on the OTC, or $18,000.

 

On January 23, 2012, Jason Eck returned 25,000,000 shares issued in fiscal year 2011 in exchange for $0.50 (See NOTE F - CAPITAL STOCK above for more information regarding the original issuance)

 

 

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

 

The Company was incorporated in Nevada on April 8, 2005 as Z Yachts, Inc., a full-service boat brokerage company.

 

On July 26, 2008, the Company exited the boat brokerage business and changed its name to Boveran Diagnostics, Inc. in order to pursue the development of cancer detection technologies. The Company’s board of directors then abandoned those operations in order to establish a business model of creating, marketing and licensing new media technologies.

 

On May 18, 2009, the Company entered into a Binding Letter of Intent to acquire 100% of the stock of STB Telemedia to further the business of creating, marketing and licensing new media technologies. On July 16, 2009, the Company entered into a subsequent binding letter of intent with STB Telemedia, Inc., to operate a joint venture for a period which would allow each Company's management to become acquainted, determine the fit and focus of operations and to provide sufficient time to conduct due diligence of the other party. Shortly thereafter, we elected to terminate the merger with STB Telemedia, Inc. due to poor performance.

 

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

 

The Company has since developed DailyHotDeal.com, ("DHD") a locally focused group buying site. DHD went live in San Diego in August 2011 in a beta mode. While similar to Groupon and LivingSocial in its deals and offers at discounted prices, DHD focuses on both local deals as well as national and travel offers at great prices. One differentiator to other similar businesses is that for every business that provides an offer, DHD produces a 30 second, high definition commercial spotlighting the business attributes. The commercials are first released on DailyHotDeal.com. DHD also has secured media relationships to air deals on other venues such as TV and point of stop shopping ports (gas station pumps, etc).

 

The Company has recognized the frustration of local businesses which have worked with other deal-of-the-day sites and believe that the merchants split the revenue with the deal site with the expectation of getting new, repeat customers. The over-riding complaint has been that the deal site business does not create the repeat customers that the businesses are seeking today.

 

In order to provide businesses with a path to repeat customers, Daily Hot Deal has a sales team that acts as a business development partner for these businesses. DHD will create a repeat customer program for them including a welcome back certificate designed with the Business logo, follow-up of satisfaction, and additional offers or benefits the business can provide to these customers. DHD designs and prints the initial certificates at no charge to the business as well as provides tracking data that the business can use. They also do not share in any revenue that the repeat customer will bring to the business.

 

 

The Company intends to create and manage customized frequent buyer loyalty programs for businesses seeking this type of marketing and to create additional video assets, web pages, facebook fan pages and other social media dynamics at discounted pricing for companies who work with DHD.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States, or U.S. GAAP, requires estimates and assumptions that affect the reported amounts and classifications of assets and liabilities, revenues and expenses, and the related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the following critical accounting policies and estimates addressed below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results. See "Note A - Organization and Summary of Significant Accounting Policies" to the Notes of our Financial Statements for further information. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information available at the time. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

 

Revenue Recognition

 

We recognize revenue from Deals when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the selling price is fixed or determinable; and collectability is reasonably assured. These criteria are met when the number of customers who purchase the daily deal exceeds the predetermined threshold, the Deal has been electronically delivered to the purchaser and a listing of Deals sold has been made available to the merchant. At that time, our obligations to the merchant, for which we are serving as an agent, are substantially complete. Our remaining obligations, which are limited to remitting payment to the merchant and continuing to make available on our website the listing of Deals previously provided to the merchant, are inconsequential or perfunctory. We record as revenue the net amount we retain from the sale of Deals after paying an agreed upon percentage of the purchase price to the featured merchant excluding any applicable taxes. Revenue is recorded on a net basis because we are acting as an agent of the merchant in the transaction.

 

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 2011 and 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.

 

 

Results of Operations

 

Three Months Ended December 31, 2011 Compared With the Three Months Ended December 31, 2010.

 

A summary of our operating expense and other income and expense for the three months ended December 31, 2011 and 2010 follows:

 

		Three months Ended December 31,
		2011				2010				$ Change				% Change
Revenue		$	97			$	-			$	97
Cost of Sales			11,000				-				11,000
Gross profit			(10,903	)			-				(10,903	)
Operating expense
General and administrative			74,262				54,441				19,821				36.4	%
Sales and marketing			36,586				-				36,586
Depreciation & amortization			1,020				1,020				-				0.0	%
Total operating expenses			111,868				55,461				56,407				101.7	%
Loss from operations			(122,771	)			(55,461	)			(67,310	)			121.4	%
Other income (expense)
Interest expense			(26,114	)			(25,213	)			(901	)			3.6	%
Total other expense			(26,114	)			(25,213	)			(901	)			3.6	%
Net loss		$	(148,885	)		$	(80,674	)		$	(68,211	)			124.9	%

 

Gross Profit We had revenue from the sale of a single deal during the three months ended December 31, 2011 despite the release of 25 different commercials which cost $440 each. Due to the start-up nature of the DailyHotDeal business we anticipate that not all deal presentations will reach the critical mass necessary for the deal to be confirmed and the resulting sale recognized.

 

Operating Expenses. Operating expenses for the three months ended December 31, 2011 were $111,868. This was an increase of $56,407, or 101.7%, as compared to operating expenses of $55,461 for the three months ended December 31, 2010. The increase was primarily attributable to an increase in personnel and occupancy related costs incurred as part of the Company's effort to enter the online couponing business through www.DailyHotDeal.com.

 

Other Income and Expense. Interest expense for the three months ended December 31, 2011 was $26,114. This is an increase of $901, or 3.6%, as compared to interest expense of $25,213 for the three months ended December 31, 2010.

 

Financial Condition

 

The Company has suffered recurring losses from operations that raises substantial doubt about our ability to continue as a going concern. From inception to December 31, 2011, we have incurred an accumulated deficit of $3,713,034. This loss has been incurred through a combination of stock compensation of professional fees and expenses supporting our plans to develop new business as well as continued operating losses. As of December 31, 2011, we had outstanding current liabilities of $1,830,172 compared to $1,785,995 as of September 30, 2011. Total cash resources as of December 31, 2011 were $8 compared with $19,318 at September 30, 2011. Thus, our current liquidity is insufficient to meet our expenses for the next 12 months.

 

Net cash used by operating activities was $86,763 and $20,767 for the three months ended December 31, 2011 and 2010, respectively.

 

 

Net cash used by investing activities was $0 and $0 for the three months ended December 31, 2011 and 2010, respectively.

 

Net cash provided by financing activities was $67,473 and $20,853 for the three months ended December 31, 2011 and 2010, respectively.

 

The Company’s Liquidity Plan

 

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

 

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

 

Plan of Operations

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Inflation

 

Although our operations are influenced by general economic conditions, we do not believe inflation had a material effect on the results of operations during the three months ended December 31, 2011. However, there can be no assurance our business will not be affected by inflation in the future.

 

Item 4. Controls and Procedures.

 

See Item 4(T) below.

 

Item 4(T). Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of September 30, 2011, under the direction of the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a — 15(e) under the Securities Exchange Act of 1934, as amended. Based on the evaluation of these controls and procedures required by paragraph (b) of Sec. 240.13a-15 or 240.15d-15 the disclosure controls and procedures have been found to be ineffective to provide reasonable assurance that information we are required to disclose in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our manager's CEO and CFO, as appropriate to allow timely decisions regarding required disclosure due to the material weakness in our internal control over financial reporting as described below.

 

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

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

 

Evaluation of Internal Control Over Financial Reporting

 

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2011. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the fiscal quarter covered by this Report on Form 10-Q that we did not maintain effective internal control over financial reporting due to the weakness described below.

 

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

 

We did not have adequate segregation of duties, due to our resources and size which prevent us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system.

 

Plan of Remediation

 

To remediate the aforementioned material accounting weaknesses, we are attempting to implement additional controls to help ensure that all accounting pronouncements are sufficiently researched and that our conclusions relative to the effect of such pronouncements on us are communicated to management and our auditors. If the volume of business increases and sufficient capital is secured, it is the Company's intention to further increase staffing to mitigate the current lack of segregation of duties within the general, administrative and financial functions.

 

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

 

Changes in Internal Controls

 

Management of the Company has evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2011. There was no change in the Company’s internal control over financial reporting identified in that evaluation that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, other than what has been reported above.

 

 

Limitations on the Effectiveness of Controls and Other Matters

 

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

 

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

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Not applicable.

 

Item 1a. Risk Factors.

 

Not applicable.

 

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

 

Unregistered Sales of Equity Securities During the Fiscal Year Ended September 30, 2009

On January 1, 2009, the Company’s board of directors agreed that certain debt holders of the Company were holding debt of the Company for such a prolonged period of time, with very little, if any prospect for the repayment thereof and therefore, agreed that such debt would be convertible to equity as of January 2, 2009 and thereafter.  We have claimed an exemption from registration afforded by Section 4(2) of the Securities Act because of the limited number of persons involved in each transaction, our previous relationship with the recipients, the access of such person to information about us that would have been available in a public offering and the absence of any public solicitation or advertising.  Also, the recipients took the securities for investment and not resale and we took appropriate measures to restrict transfer.

 

Unregistered Sales of Equity Securities During the Fiscal Year Ended September 30, 2010

·

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

·

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

·

During the year ended September 30, 2010, two of our shareholders converted $11,230 of debt into 11,230,000 shares of common stock pursuant to the terms of their note.

 

 

Unregistered Sales of Equity Securities During the Fiscal Year Ended September 30, 2011

·

During the year ended September 30, 2011, three of our shareholders converted $25,400 of accrued interest on notes payable into 25,400,000 shares of common stock pursuant to the terms of their note.

·

On May 28, 2011, we issued 2,000,000 shares of restricted common stock to Wendy Borow-Johnson, our CEO for services rendered. The stock was issued free and clear of any future performance and was valued at $20,000 or $0.010 per share.

·

On May 28, 2011, we issued 3,000,000 shares of restricted common stock to Andrew Schenker, our former CEO as payment against an accrued compensation balance of $55,000. The stock was issued free and clear of any future performance and was valued at $30,000 or $0.010 per share.

·

On May 28, 2011, we issued 5,000,000 shares of restricted common stock to our outside corporate attorney as payment against an accounts payable balance of $22,000 and additional compensation of $28,000. The stock was issued free and clear of any future performance and was valued at $50,000 or $0.010 per share.

·

On September 27, 2011, we issued 25,000,000 shares of restricted common stock to Wendy Borow-Johnson, our CEO. The restricted shares contain various performance clauses. The restriction can be lifted at the Boards discretion. The stock is "earned" in and "all or nothing" manner meaning only the full 25,000,000 shares can have their restriction lifted or none at all. The Board also has the option of repurchasing the shares for a total of $0.50. Based on the foregoing the Company assigned no value to this issuance by increasing Common Stock by $25,000 and reducing Additional Paid-In Capital by $25,000.

·

On September 27, 2011, we issued 25,000,000 shares of restricted common stock to Jason Eck, Consultant. The restricted shares contain various performance clauses. The restriction can be lifted at the Boards discretion. The stock is "earned" in and "all or nothing" manner meaning only the full 25,000,000 shares can have their restriction lifted or none at all. The Board also has the option of repurchasing the shares for a total of $0.50. Based on the foregoing the Company assigned no value to this issuance by increasing Common Stock by $25,000 and reducing Additional Paid-In Capital by $25,000.

 

Unregistered Sales of Equity Securities During the Three Months Ended December 31, 2011

·

On October 14, 2011 and October 18, 2011, two of our shareholders converted $5,589 each or a total of $11,178 of accrued interest on notes payable into 11,177,600 shares of common stock pursuant to the terms of their note.

 

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

 

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

 

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

 

·

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

 

·

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

 

·

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

 

·

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

 

 

Item 3. Defaults Upon Senior Securities.

 

In December 2008 Bank of America called the outstanding line of credit for immediate payment.  Per diem interest is being accrued daily in the amount of $20 for each day payment is late subsequent to December 12, 2008. 

 

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

 

Not applicable.

 

Item 5. Other Information.

 

Not applicable.

 

Item 6. Exhibits.

 

Exhibit No.		Identification of Exhibit
31.1*		Certification of Wendy Borow-Johnson, Chief Executive Officer, Chief Financial Officer and Principle Accounting 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 Wendy Borow-Johnson, Chief Executive Officer, Chief Financial Officer and Principle Accounting Officer of Thrive World Wide, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

 

*

Filed Herewith

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	THRIVE WORLD WIDE, INC.
Date: March 27, 2012.
	By	/s/ Wendy Borow-Johnson
	Wendy Borow-Johnson, Chief Executive Officer, Chief Financial Officer and Principle Accounting 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/ Wendy Borow-Johnson Wendy Borow-Johnson		Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)		March 27, 2012