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, 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;  5,964,849  shares  outstanding  as of
October 31, 1996





<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 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 CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                  SEPT 30,      DECEMBER 31,
                                                                    1996           1995
                                                                (Unaudited)
                                                              ------------    ------------
<S>                                                           <C>              <C>   
ASSETS

Current Assets
   Cash and cash equivalents                                  $    875,951    $    318,963
   Accounts receivable, net                                        424,107         159,479
   Stock subscriptions receivable                                     --           449,980
   Accounts receivable, officers                                    58,375          58,375
   Prepaid expenses                                                922,741         168,412
                                                              ------------    ------------
                                                                 2,281,174       1,155,209
Restricted Cash, redeemable convertible preferred stock          1,000,020       1,000,020
Furniture, Fixtures and Equipment, net                             377,346         556,253
Other Assets                                                        26,820          10,101
                                                              ------------    ------------
                                                              $  3,685,360    $  2,721,583
                                                              ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
   Current maturities of long-term debt                       $     16,667    $     16,667
   Accounts payable                                                570,081         851,673
   Accrued expenses                                                 46,324          56,302
   Deferred revenue                                                465,658         149,549
   Dividends payable                                                25,000          25,000
                                                              ------------    ------------
                                                                 1,123,730       1,099,191
                                                              ------------    ------------
Long-Term Debt, less current maturities                             12,550          25,050
                                                              ------------    ------------
Redeemable convertible preferred stock                           1,000,020       1,000,020
                                                              ------------    ------------
Common Shareholders' Equity
   Common stock                                                      5,965           3,106
   Common stock subscribed                                            --         1,316,230
   Additional paid-in capital                                   12,267,020       7,933,759
   Accumulated deficit                                         (10,689,848)     (7,789,523)
   Less treasury stock                                             (34,077)           --
   Less stock subscriptions                                           --          (866,250)
                                                              ------------    ------------
                                                                 1,549,060         597,322
                                                              ------------    ------------
                                                              $  3,685,360    $  2,721,583
                                                              ============    ============
</TABLE>










                                       -3-

<PAGE>

                                LOTTOWORLD, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
     FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                        NINE MONTHS ENDED SEPT 30,   THREE MONTHS ENDED SEPT 30,
                                                            1996          1995            1996           1995
                                                       -----------    -----------    -----------    ----------- 
<S>                                                    <C>            <C>            <C>            <C>        
Sales revenue                                          $   668,455    $   481,627    $   145,714    $   250,587
                                                       -----------    -----------    -----------    -----------

Operating expenses:
   Production, distribution and editorial                1,415,252      1,957,011        542,574      1,152,647
   Circulation                                             518,845        940,264        131,453        333,559
   Advertising, promotion and business development         450,845        858,170        189,919        474,821
   Selling, general and administrative                   1,155,532        984,410        470,160        307,631
                                                       -----------    -----------    -----------    -----------
                                                         3,540,474      4,739,855      1,334,106      2,268,658
                                                       -----------    -----------    -----------    -----------

Operating (loss)                                        (2,872,019)    (4,258,228)    (1,188,392)    (2,018,071)
                                                       -----------    -----------    -----------    -----------

Other income (expense):
   Interest income                                          49,496        102,981         11,576         37,712
   Interest expense                                         (2,802)      (137,849)          (837)       (75,420)
                                                       -----------    -----------    -----------    -----------
                                                            46,694        (34,868)        10,739        (37,708)
                                                       -----------    -----------    -----------    -----------

Net (loss)                                             ($2,825,325)   ($4,293,096)   ($1,177,653)   ($2,055,779)
                                                       ===========    ===========    ===========    ===========

Net (loss) per common share                            ($     0.62)   ($     1.77)   ($     0.21)   ($     0.76)
                                                       ===========    ===========    ===========    ===========

Weighted average number of common shares outstanding     4,543,150      2,420,099      5,695,518      2,687,682
                                                       ===========    ===========    ===========    ===========
</TABLE>



































                                                       -4-

<PAGE>
                                LOTTOWORLD, INC.
                    STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                            Common    Additional                  Common                   Total
                                                  Common    Stock       Paid-in     Accumulated    Stock     Treasury  Shareholders'
                                                  Stock   Subscribed   Capital      (Deficit)  Subscriptions   Stock       Equity
<S>                                               <C>      <C>        <C>         <C>           <C>           <C>     <C>
                                                  --------------------------------------------------------------------------------- 
Balance, December 31, 1994                        $ 1,885  $   -      $ 2,095,394 ($ 2,094,330) $   -         $  -    $      2,949

   Common stock issued (1,221,090 shares)           1,221      -        5,838,365       -           -            -       5,839,586
   Stock subscriptions                                -     1,316,230       -           -        (866,250)       -         449,980
   Dividend distributions                             -        -            -         (100,002)     -            -        (100,002)
   Net (loss)                                         -        -            -       (5,595,191)     -            -      (5,595,191)
                                                      -        -            -           -           -            -             -
                                                  --------------------------------------------------------------------------------- 
Balance, December 31, 1995                          3,106   1,316,230   7,933,759   (7,789,523)  (866,250)       -         597,322

  Common stock (2,858,827 shares) (unaudited)       2,859  (1,316,230)  4,333,261       -         866,250        -       3,868,140
   Purchase of stock for treasury (11,500 shares)
     (Unaudited)                                      -        -            -           -           -        (34,077)      (34,077)
   Dividend distributions                             -        -            -          (75,000)     -            -         (75,000)
   Net (loss) (Unaudited)                             -        -            -       (2,825,325)     -            -      (2,825,325)
                                                  ---------------------------------------------------------------------------------
Balance, September 30, 1996 (Unaudited)           $ 5,965  $   0      $12,267,020 ($10,689,848)  $  0       ($34,077)  $ 1,549,060
                                                  =================================================================================

</TABLE>



















































                                       -5-

<PAGE>
                                LOTTOWORLD, INC.
                                   
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
     FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     NINE MONTHS ENDED SEPT 30,  THREE MONTHS ENDED SEPT 30,
                                                         1996           1995           1996          1995
                                                    -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>         
   Net cash (used in) operating activites           ($3,271,281)   ($4,346,384)   ($1,173,085)   ($1,551,029)
                                                    -----------    -----------    -----------    -----------
Cash Flows (Used In) Investing Activities
   (Purchase) disposal of furniture and equipment        63,706    ($  431,401)   ($   11,575)   ($  224,973)
                                                    -----------    -----------    -----------    -----------

Cash Flows From Financing Activities
   Issuance on long-term notes payable                  (12,500)   $ 1,029,186    ($    4,166)   ($    4,167)
   Issuance of common stock                           3,886,140      4,577,235        560,260
   Purchase of treasury stock                           (34,077)
   Dividends paid                                       (75,000)       (75,000)       (25,000)
                                                    -----------    -----------    -----------    -----------
                                                      3,764,563      5,531,421        531,094    ($    4,167)
                                                    -----------    -----------    -----------    -----------

   Net increase in cash                                 556,988        753,636       (653,566)    (1,780,169)

Cash

   Beginning                                            318,963      1,061,855      1,529,517      3,595,660
                                                    -----------    -----------    -----------    -----------
   Ending                                           $   875,951    $ 1,815,491    $   875,951    $ 1,815,491
                                                    ===========    ===========    ===========    ===========

</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  consolidated   financial   statements   include  the  accounts  of
         LottoWorld,  Inc.  and its wholly  owned  subsidiary,  Lottery  Players
         Publishing  Company,  Inc. (The "Company").  These unaudited  financial
         statements  should be read in  conjunction  with the audited  financial
         statements and the notes thereto as of December 31, 1995.

         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.  All
         intercompany   transactions   and  balances  have  been  eliminated  in
         consolidation.

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


















                                       -7-



<PAGE>



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


         The losses for the nine months and three  months  ended  September  30,
1996 are 33.7% and 42.7% less than the  comparable  periods  last year;  namely,
$(2,825,325) and $(4,258,228); $(1,177,653) and $(2,055,779) 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 September 30, 1996 payable on October 31, 1996.

         The  reduction  of the  loss is  attributable  to the  cut-back  of its
LottoWorld  magazine  from every two weeks to a monthly  frequency  as well as a
more than 50% reduction in  circulation  and  marketing  and promotion  expenses
attributable  to the national  newsstand  launch of its  LottoWorld  magazine in
1995.  There were seven issues of  LottoWorld  magazine in the third  quarter of
1995 as compared to three issues in the comparable quarter of 1996.

         Expenses  were  reduced more than 25% for the nine months and more than
41% for the three  months  ended  September  30, 1996 when  compared to the same
periods in 1995.  The Company  anticipates  further  significant  reductions  in
expenses applicable to its LottoWorld magazine as the circulation growth rate of
this magazine from  subscription  sales outpaces the rate of growth of newsstand
circulation.

         The Company, through its wholly-owned  subsidiary,  launched its second
magazine,  the New York Lottery Players Monthly.  This new magazine is published
under a  three-year  exclusive  agreement  with the New York State  Division  of
Lottery. With a circulation of 1,100,000 copies per month, the October issue was
the largest  magazine  launch in the United  States  since 1990 and  immediately
ranks as the third largest magazine in New York, ranked by circulation. As it is
the policy of the Company to recognize an issue as published  when it is shipped
from the  printer,  the Company  has  included  this issue in the quarter  ended
September 30, 1996. As a controlled  circulation  magazine (free to the reader),
the Company  will  depend on the sale of  advertising  to make this  publication
profitable.  As with most new publications,  the sale of advertising lags behind
the  introduction  of a magazine . The  Company  recognized  a loss in excess of
$200,000 attributable to this first issue.


Liquidity and Capital Resources

         Although the Company sold 371,496  shares of its $.001 common stock and
derived $543,300 in additional capital,  the Company feels it will need to raise
$2,000,000  of  additional  capital  in the  next  six  months  to  fulfill  its
objectives in regard to the State Lottery Digest Program,  of which the New York
Lottery Players Monthly, is the first edition.





                                       -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

                     Exhibit 27.    Financial  Data  Schedule  (Electronic 
                                    filing only)

            (b)                     The Registrant did not file a Form 8-K
                                    during the quarter ended September 30, 1996.




                                   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: October 31, 1996                         s/Stuart Dubow
                                                ------------------------------
                                                Stuart Dubow
                                                Chief Financial Officer





DATED: October 31, 1996                         s/Stuart Dubow
                                                ------------------------------
                                                Stuart Dubow
                                                Chief Financial Officer








                                       -9-