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 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 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


































                                       -2-

<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

         On  September  12, 1996,  the Company sold 371,496  shares of its $.001
common stock and derived  $552,218 in the aggregate.  The shares were sold to 18
individuals  and  entities,  all  of  whom  were  "accredited  investors"  under
Regulation D promulgated by the Securities and Exchange Commission.  In addition
to this  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.
                                       -3-



<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 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: 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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