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, 1996

                         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;  3,973,522 shares outstanding as of May
5, 1996





<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                           3



SIGNATURES
































                                       -2-


<PAGE>




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

         The  loss  for the  three  months  ended  March  31,  1996 and 1995 are
$(857,000)  and  $(831,000)  respectively  before  dividends  paid to  preferred
shareholders.

         The  Company  declared a  dividend  in the amount of $.15 per share for
record holders of its Series A.  Convertible  Preferred Stock as of the Close of
business on March 31, 1996 payable on May 31, 1996.

         The Company expects  newsstand  revenues to increase as a result of the
promotion of the Lucky 7 Prepack for display at grocery store  service  counters
and  non-traditional  magazine  outlets.  This promotion has already placed over
3,500 Prepacks at wholesalers throughout the Northeast United States.

         The  Company  expects to  generate  the major  portion of its  revenues
through the sale of advertising in the controlled  circulation  magazine it will
be  publishing.  The Company  expects  this  advertising  to begin in the fourth
quarter of 1996.

Liquidity and Capital Resources

         In February,  1996 the Company sold 387,500  shares of its common stock
to three  entities  for an  aggregate  of  $697,500,  and on March 15,  1996 the
Company  sold  180,000  shares of its  common  stock to an entity for the sum of
$675,000.

         The Company  believes  that its capital  resources on hand at March 31,
1996,  together with the above private placements and the expected revenues from
sales,  will not be sufficient to satisfy its working capital  requirements  for
the next 12 months.

         The Company  anticipates that it will require  additional  financing of
$1,000,000  and is  currently  exploring  various  options  available  for  this
financing and is confident it will be able to obtain said financing.

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, 1996.



                                       -3-

<PAGE>


                                   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:  February 14, 1997                   s/Stuart Dubow
                                            -----------------------
                                            Stuart Dubow
                                            Chief Financial Officer



DATED:  February 14, 1997                   s/Stuart Dubow
                                            -----------------------  
                                            Stuart Dubow
                                            Chief Financial Officer