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 June 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; 5,428,353 shares outstanding as of July
31, 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                            4



SIGNATURES                                                                 4






























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<PAGE>



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

         The loss for the six months and three  months  three  months ended June
30, 1996 and 1995 are $(1,647,672) and $(2,237,317); $(790,699) and $(1,405,727)
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 June 30, 1996 payable on July 31, 1996.

         Revenues increased 127% and 43% for the six months and the three months
ended June 30, 1996 respectively,  when compared to similar periods in 1995. The
major component of the increase was subscription  income which increased because
of the addition of approximately 61,000 subscribers obtained through the efforts
of Publishers Clearing House.

         Operating expenses decreased $256,000 and $521,000 for the same periods
respectively.  In 1995,  the  Company  launched  its  national  distribution  of
LottoWorld through the efforts of Time Distribution  Services and ICD/The Hearst
Corporation.  The  operating  costs for that  launch are  reflected  in the 1995
operations.  In September  1995,  the Company  realized that there were problems
with the  distribution  of  LottoWorld  and stopped  most of the  promotion  and
marketing efforts. The six months ended June 30, 1996 show the decrease in those
efforts.


Liquidity and Capital Resources

         On June 28, 1996, in an offering to 35 individuals and entities, all of
whom  were  "accredited   investors"  under  Regulation  D  promulgated  by  the
Securities and Exchange  Commission,  the Company sold  1,188,164  shares of its
$.001 par value common stock for an aggregate  of  $1,718,382.  Those  proceeds,
together  with  expected  increases  in  revenues  attributed  to the  Company's
wholly-owned  subsidiary,  Lottery Players Publishing Company, which is expected
to begin  operations in October when it publishes  it's first issue on behalf of
the New York  State  Lottery,  should  enable the  Company  to have the  working
capital necessary to meet its needs for the next twelve months.











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



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
















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