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


   
                                  FORM 10-QSB/A
    


(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 March 31, 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;  7,299,401  shares  outstanding  as of
April 30, 1997



<PAGE>




                                LOTTOWORLD, INC.

                                TABLE OF CONTENTS


PART I      Financial Information                                   Page No.

   
  Item 2.      Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                3


PART II     Other Information

  Item 6.      Exhibits and Reports on Form 8-K                         5


SIGNATURES                                                              5
    


























                                      2

<PAGE>



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

Results of Operations:
----------------------

   
      For the three  months  ended  March 31,  1997 and 1996,  the  Company  had
operating  revenues of $261,000 and $246,000;  operating  expenses of $1,581,000
and  $1,128,000;  operating  losses of $1,319,000 and $ $881,000;  net losses of
$$1,309,000  and $857,000;  and losses per share of $.20 and $.26  respectively.
Included  in the  losses  for the  quarter  ended  March  31,  1997are  $450,000
attributable  to the  start-up  of the New  York  Lottery  Players  Monthly  and
$250,000  attributable  to investor  relations.  The  $250,000  attributable  to
investor  relations refers to contracts entered into as of March 31, 1996, later
extended to June 30,  1996,  for one year of  consulting  services  setting up a
series  of  investor  seminars,  meetings,  etc.,  including  all  out-of-pocket
expenses.

      Production,   distribution  and  editorial  expenses  rose  $174,000  from
$411,000  in 1996 to $585,000 in 1997,  or 43%.  $85,000 of the net  increase is
linked to the printing of the New York Lottery  Players  Monthly,  which did not
begin  publication  until October 1996 ($188,000) and the reduction of the print
order of LottoWorld  magazine,  whose printing  expense deceased  $103,000.  The
balance of the increase is attributable to increased editorial personnel.
    
      Selling,  general and  administrative  expenses  increased  $429,000  from
$318,000  to  $747,000,  or 75%. In  addition  to the  increase of $250,000  for
investor relations: (i) $65,000 was expended for financing costs associated with
$500,000 of a convertible  note payable on demand which was obtained in February
1997;  (ii)  overall  salaries  increased  by $30,000;  (iii) taxes and benefits
increased $19,000 attributable to more employees being eligible for full payment
of their medical insurance due to longevity of service; iv) legal and accounting
expenses  increased  $24,000 as a result of additional  Securities  and Exchange
reporting  requirements;  and (v)  the  remaining  $41,000  is  attributable  to
increased costs of a larger company.


Liquidity and Capital Resources
-------------------------------

   
      The Company had a net  decrease in its cash  position of $119,000  for the
three  months  ended March 31,  1997.  This was net of  $275,000  of  additional
capital  raised  through the issuance of common  stock.  The Company also paid a
dividend of $25,000 to the holders of the Series A Convertible  Preferred Stock.
This dividend was paid, despite the significant  decrease in working capital and
the  liquidity  problems  faced  by  the  Company,  because  the  Company  had a
continuing obligation to register shares under a Registration  Statement on Form
S-3,  File No.  333-13863,  and in order to be able to use Form S-3, the Company
could not be in default of in the payment of any dividends  since the end of the
last fiscal year.
    


                                      3

<PAGE>

   
      The Company does not have sufficient  capital to operate its business past
May 1997 unless the Company raises additional capital.
    
      The Company is currently  negotiating  with several sources for the needed
capital and while the Company is confident it will raise the necessary  capital,
there can be no assurance the Company will be successful.


                RECENT DEVELOPMENTS WITH THE NASDAQ STOCK MARKET


              On April 18, 1997,  the Company  received a letter from The Nasdaq
Stock Market, Inc.  ("Nasdaq")  informing the Company that based upon its Annual
Report on Form  10-KSB for the year  ended  December  31,  1996,  the  Company's
capital and surplus was less than $1,000,000 and that Nasdaq required  companies
listed on The Nasdaq  SmallCap  Market must  maintain  capital and surplus of at
least $1,000,000 for continued  listing.  Nasdaq went on to say "in light of the
circumstances,  the  Company's  shares of common  stock are subject to delisting
effective  with the close of  business  on May 2, 1997  unless the  Company  can
provide three (3) copies of an SEC-filed  report,  which  demonstrates  that the
Company currently meets all The Nasdaq SmallCap Market listing criteria."

              On a Current  Report on Form 8-K and 8-K/A,  dated April 22, 1997,
the  Company  reported  that  based  upon  its  March  31,  1997  balance  sheet
(unaudited) and a pro-forma balance sheet as of the same date, including (I) the
conversion  of  $250,000  of  the  Company's  Series  A  Redeemable  Convertible
Preferred Stock; (ii) the issuance of $500,000 of shares of the Company's common
stock in exchange for an investment in Sound Money  Investor's  Inc.;  and (iii)
the payment,  by common stock,  for $101,000 of printing  services,  thereby the
Company reported capital and surplus of $1,031,467.

              On May 6, 1997,  Nasdaq wrote the Company,  "Although  the Company
reported  capital and surplus of  $1,031,467  ...,  the  Company  only  achieved
minimal  compliance.."  and the  Company's  common  stock will be delisted  from
Nasdaq effective with the close of business May 13, 1997.

              The Company is entitled to a review of the delisting determination
by  Nasdaq's  staff and has asked  for an  appeal  of the  determination  at the
earliest time available. Nasdaq has set June 12, 1997 as the date of the review.
Until the review and appeal  process is completed,  the  Company's  common stock
will continue to be listed on The Nasdaq SmallCap Market.
   
      On June 17, 1997 the Company was notified  that  effective  June 18, 1997,
the  Company's  securities  would no longer be  listed  on the  Nasdaq  SmallCap
Market. The Company's securities now trade on the OTC Bulletin Board.

      The Company is currently  negotiating  with several sources for the needed
capital and while the Company is confident it will raise the necessary  capital,
there can be no assurance the Company will be successful.
    


                                      4

<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 Registrant did not file a Form 8-K during the quarter
                  ended March 31, 1997.


                                   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: June 20, 1997                          S/ Stuart Dubow
                                          -----------------------
                                          Stuart Dubow
                                          Chief Financial Officer





DATED: June 20, 1997                         S/ Stuart Dubow
                                          -----------------------
                                          Stuart Dubow
                                          Chief Financial Officer

    

















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