U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934


[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934



                      For the Quarter Ended September 30, 1997

                         Commission file number 0-25624

                                LOTTOWORLD, INC.
             (Exact name of registrant as specified in its charter)


               Florida                                       65-0399794

        (State of Incorporation)                      (IRS Employer ID No.)

          2150 Goodlette Road
               Suite 200
              Naples, FL                                      34102
  (Address of principal executive offices)                  (Zip Code)


                                 (941) 643-1677
                               (Telephone Number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 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        
                           ---         ---

Common stock,  par value $.001 per share;  8,276,530  shares  outstanding  as of
October 31, 1997





<PAGE>



                                LOTTOWORLD, INC.

                                TABLE OF CONTENTS


PART I       Financial Information                                      Page No.
  Item 1.       Financial Statements
                Condensed Consolidated Balance Sheets                       3
                Condensed Consolidated Statements of Operations             4
                Condensed Consolidated Statements of Common Shareholders'
                      Equity (Deficit)                                      5
                Condensed Consolidated Statements of Cash Flows             6
                Notes to Condensed Consolidated Financial Statements        7

  Item 2.       Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                   8


PART II      Other Information

  Item 6.       Exhibits and Reports on Form 8-K                            9


SIGNATURES                                                                  9






























                                        2

<PAGE>


                                LOTTOWORLD, INC.
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                           SEPTEMBER 30,  DECEMBER 31,
                                                                1997          1996
                                                            (Unaudited)
                                                          ------------    ------------
<S>                                                       <C>             <C>         
ASSETS

Current Assets
  Cash and cash equivalents                               $      7,423    $    137,752
  Accounts receivable, net                                      29,194         324,297
  Prepaid expenses                                              15,684         549,664
  Investment                                                   500,000               0
                                                          ------------    ------------
Total Current Assets                                           552,301       1,011,713

Restricted cash, redeemable convertible preferred stock              0       1,000,020
Accounts receivable - officers                                  64,111          58,375
Furniture, Fixtures, and Equipment, net                        111,445         338,729
Other Assets                                                    26,820          26,820

                                                          ------------    ------------
TOTAL ASSETS                                              $    754,677    $  2,435,657
                                                          ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Current maturities of long-term debt                    $     12,500    $     16,667
  Accounts payable                                             933,427         757,789
  Accrued expenses                                              93,139          45,724
  Deferred revenue                                             349,143         366,372
  Dividend payable                                                   0          25,000
                                                          ------------    ------------
Total Current Liabilities                                    1,388,209       1,211,552

Long-Term Debt, less current maturities                        442,818           8,383

Redeemable convertible preferred stock                               0       1,000,020

Common Shareholders' Equity
  Convertible preferred stock                                   45,000               0
  Common stock                                                   7,503           6,165
  Additional paid-in capital                                13,677,947      12,491,870
  Accumulated deficit                                      (14,772,726)    (12,248,259)
  Less treasury stock                                          (34,074)        (34,074)
                                                          ------------    ------------
Total Common Shareholders' Equity                           (1,076,350)        215,702

                                                          ------------    ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $    754,677    $  2,435,657
                                                          ============    ============

</TABLE>









                                       3

<PAGE>


LOTTOWORLD, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)

<TABLE>
<CAPTION>
                                                      ---------------------------    ---------------------------
                                                      NINE MONTHS ENDED SEPT 30,     THREE MONTHS ENDED SEPT 30,
                                                            1997           1996           1997           1996
                                                       --------------------------    ---------------------------
<S>                                                    <C>            <C>            <C>            <C>        
Sales revenue                                          $   310,334    $   668,455    $      (726)   $   145,714

Operating expenses:
  Production, distribution, and editorial                1,240,119      1,415,252        (20,069)       542,574
  Circulation                                              254,418        518,845             65        131,453
  Advertising, promotion, and business development         256,958        450,845           (735)       189,919
  Selling, general and administrative                    1,065,366      1,155,532         16,832        470,160
                                                       -----------    -----------    -----------    -----------
Total Operating expenses                                 2,816,861      3,540,474         (3,907)     1,334,106

Operating (loss)                                        (2,506,527)    (2,872,019)         3,181     (1,188,392)

Other income (expense):
  Interest income                                           24,554         49,496          1,401         11,576
  Interest expense                                          (2,288)        (2,802)          (146)          (837)
                                                       -----------    -----------    -----------    -----------
Total Other income                                          22,266         46,694          1,255         10,739

Net (loss)                                             $(2,484,261)   $(2,825,325)   $     4,436    $(1,177,653)
                                                       ===========    ===========    ===========    ===========

Net (loss) per common share                                  (0.34)         (0.62)          0.00          (0.21)
                                                       ===========    ===========    ===========    ===========

Weighted average number of common shares outstanding     7,324,546      4,543,150      7,797,759      5,695,518
                                                       ===========    ===========    ===========    ===========

</TABLE>




































                                                       4

<PAGE>

LOTOWORLD, INC.
STATEMENT OF COMMON SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                    ---------------------------------------------------------------------------------------------
                                                          Common     Additional                 Common                   Total
                                    Preferred   Common     Stock       Paid-in   Accumulated    Stock      Treasury  Shareholder
                                       Stock     Stock   Subscribed    Capital    (Deficit)   Subscriptions   Stock      Equity
                                    ---------------------------------------------------------------------------------------------
<S>                                 <C>         <C>     <C>          <C>          <C>           <C>          <C>      <C>     
Balance, December 31, 1995                $0    $3,106  $1,316,230   $7,933,759   ($7,789,523)  ($866,250)        $0    $597,322
                                               
  Common stock issued                          
       (3,058,832 shares)                  0     3,059    (449,980)   4,558,111             0           0          0   4,111,190
  Stock subscriptions expired              0         0    (866,250)           0             0     866,250          0           0
  Purchase of stock for treasury               
       (11,500 shares)                     0         0           0            0             0           0    (34,074)    (34,074)
  Dividend distributions                   0         0           0            0      (100,002)          0          0    (100,002)
  Net (loss)                               0         0           0            0    (4,358,734)          0          0  (4,358,734)
                                    ---------------------------------------------------------------------------------------------
Balance, December 31, 1996                 0     6,165           0   12,491,870   (12,248,259)          0    (34,074)    215,702
                                               
  Preferred Stock                     45,000         0           0            0             0           0          0      45,000
  Common Stock (1,338,293 shares)              
       (unaudited)                         0     1,338           0    1,186,077             0           0          0    1,187,415
  Dividend distributions                   0         0           0            0       (40,206)          0          0      (40,206)
  Net (loss) (unaudited)                   0         0           0            0    (2,484,261)          0          0   (2,484,261)
                                    ---------------------------------------------------------------------------------------------
Balance, September 30, 1997          $45,000    $7,503          $0  $13,677,947  ($14,772,726)         $0   ($34,074)($1,076,350)
                                    =============================================================================================
                                             
</TABLE>


























































                                                                    5

<PAGE>





LOTTOWORLD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS AND TRHEE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)

<TABLE>
<CAPTION>

                                                   --------------------------    --------------------------
                                                   NINE MONTHS ENDED SEPT 30,    THREE MONTHS ENDED SEPT 30,
                                                       1997           1996           1997           1996
                                                   --------------------------    --------------------------
<S>                                                <C>            <C>            <C>            <C>         
  Net cash flow from operating activities          $(1,445,039)   $(3,271,281)   $   (35,212)   $(1,173,085)

Cash Flows (Used in) Investing Activities
  (Purchase) disposal of furniture and equipment       188,067         63,706          8,478        (11,575)
  Investments                                         (500,000)             0              0              0
                                                   -----------    -----------    -----------    -----------
                                                      (311,933)        63,706          8,478        (11,575)

Cash Flows From Financing Activities
  Issuance on long-term notes payable                  434,434        (12,500)             0         (4,166)
  Issuance of common stock                           1,187,415      3,886,140              0        560,260
  Issuance of preferred stock                           45,000              0
  Purchase of treasury stock                                 0        (34,077)             0              0
  Dividends paid                                       (40,206)       (75,000)             0        (25,000)
                                                   -----------    -----------    -----------    -----------
                                                     1,626,643      3,764,563              0        531,094

  Net increase (decrease) in cash                     (130,329)       556,988        (26,734)      (653,566)

Cash

  Beginning                                            137,752        318,963         34,157      1,529,517

  Ending                                           $     7,423    $   875,951    $     7,423    $   875,951
                                                   ===========    ===========    ===========    ===========

</TABLE>































                                                          6

<PAGE>



                                LOTTOWORLD, INC.


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)   The  unaudited  financial  statements  and the  related  notes  have  been
prepared  pursuant to the rules and  regulations  of the Securities and Exchange
Commission.  Accordingly,  certain information and footnote disclosures normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been omitted pursuant to such rules and regulations.
The  accompanying  financial  statements  and  related  notes  should be read in
conjunction  with the audited  financial  statements  of the Company,  and notes
thereto, for the year ended December 31, 1996.

The  information  furnished  reflects,   in  the  opinion  of  management,   all
adjustments,  consisting  of normal  recurring  accruals,  necessary  for a fair
presentation of the results of the interim periods presented.

The unaudited  financial  statements have been prepared with the assumption that
the Company is a going concern.  While management has ceased  publication of all
magazines,  management  has  announced  that it is has reached an  agreement  in
principal  and is in the  process  of  finalizing  a  transaction  with  Group V
Corporation, a diversified  telecommunications and software services company, to
jointly reorganize, develop and market the publishing assets of the Company.

The joint venture  agreement  contemplates the incorporation of a new subsidiary
of Group V, into which LottoWorld will assign its publishing  assets and Group V
will provide funding.

The proposed agreement would provide increased  marketing channels for Group V's
wholly-owned  subsidiary,  National Pools  Corporation  (NPC). This venture will
also  facilitate the immediate  introduction of NPC's  Hit-LoTTo(TM)  group play
program in multiple state,  accelerating NPC's original forecasted rollout. Once
the  definitive  agreement  has been  signed and the  transfer  of  LottoWorld's
publishing assets is finalized,  NPC expects  Hit-LoTTo(TM) to be operational in
several states within 12 months.

(2)   The net (loss) per common share  amounts are  computed  using the weighted
average number of common outstanding during the periods.














                                       7

<PAGE>


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


On June 18, 1997 the Company's securities were delisted from the Nasdaq SmallCap
Market for failure to meet the listing  requirements.  The Company's  securities
are not listed on the OTC Bulletin Board.

The unaudited  financial  statements have been prepared with the assumption that
the Company is a going concern.  While management has ceased  publication of all
magazines,  management  has  announced  that it is has reached an  agreement  in
principal  and is in the  process  of  finalizing  a  transaction  with  Group V
Corporation, a diversified  telecommunications and software services company, to
jointly reorganize, develop and market the publishing assets of the Company.

The joint venture  agreement  contemplates the incorporation of a new subsidiary
of Group V, into which LottoWorld will assign its publishing  assets and Group V
will provide funding.

The proposed agreement would provide increased  marketing channels for Group V's
wholly-owned  subsidiary,  National Pools  Corporation  (NPC). This venture will
also  facilitate the immediate  introduction of NPC's  Hit-LoTTo(TM)  group play
program in multiple state,  accelerating NPC's original forecasted rollout. Once
the  definitive  agreement  has been  signed and the  transfer  of  LottoWorld's
publishing assets is finalized,  NPC expects  Hit-LoTTo(TM) to be operational in
several states within 12 months.

The  Board  of  Directors  of  the  Company  authorized  the  redemption  of its
Redeemable  Convertible  Preferred  Stock after  giving  those  shareholders  an
opportunity  to convert those shares into common  stock.  Holders of $250,000 of
the preferred  stock  converted those shares into common stock and in July 1997,
the remaining  shares were redeemed.  Funds needed for the redemption  have been
kept in escrow since the issuance of those preferred stock. The funds related to
the converted $250,000 shares has been used by the Company for working capital.




















                                       8

<PAGE>


PART II.    Other Information


Item 6.     Exhibits and Reports on Form 8-K

            (a)   Exhibit  11.  Computation  of net  (loss)  per share of Common
                  Stock - not required

            (b)   The Company filed a Form 8-K on the following dates:

                  April 9, 1997 - regarding the acquisition of certain assets.

                  April 22, 1997 - to summarize various transactions  subsequent
                  to the Company's filing of Form 10-KSB.

                  June 18, 1997 - to report on the Company's  delisting from the
                  Nasdaq SmallCap Market.





                                   SIGNATURES



      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                          LOTTOWORLD, INC.

DATED:  November 17, 1997                 /s/ Judith A. Schroeder
                                          ----------------------
                                          Judith A. Schroeder
                                          Treasurer





DATED: November 17, 1997                  /s/  Dennis B. Schroeder
                                          ----------------------
                                          Dennis B. Schroeder
                                          Chairman of the Board and
                                          Chief Executive Officer






                                        9