________________________________________________________________________________

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

                                 FORM 10-KSB/A/A
(Mark One)
          AMENDED ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 1995

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
             For the transition period from _______ to _____________

                         Commission file number: 0-25624

                                LOTTOWORLD, INC.
             (Exact name of registrant as specified in its charter)
                          _____________________________
                     
                Florida                                   65-0399794
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)

          2150 Goodlette Road
              Suite 200
           Naples, Florida                                  34102
 (Address of principal executive offices)                (Zip Code)

        Registrant's telephone number, including area code:(941) 643-1677
                          _____________________________                  

        Securities registered pursuant to Section 12(b) of the Act: None
                          _____________________________

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.001 par value

       Name of each exchange on which registered: The NASDAQ Stock Market

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months  (or for such  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 
               ---     ---

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained herein, and will not be contained,  to the best of registrant's
knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference  in Part III of this  Form  10-KSB/A  or any  amendment  to this  Form
10-KSB/A. ___

Issuer's  revenue for the most recent  fiscal year are  $797,466.  The number of
common shares outstanding on March 25, 1996, was 3,573,522. The aggregate market
value of the voting stock held by  non-affiliates,  based on the closing  NASDAQ
sale price on March 25, 1996 was $10,770,527.


<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of  the  at  LottoWorld,   Inc.  1996  Notice  of  Annual  Meeting  of
Stockholders and Proxy  Statement,  to be filed with the Securities and exchange
Commission  within 120 days after the close of the Registrant's  fiscal year are
incorporated by reference in Part III

       Transitional Small Business Disclosure Format :  Yes     No   X
                                                            ---     --- 


                                LottoWorld, Inc.
                Index to Amended Annual Report on Form 10-KSB/A/A
                Filed with the Securities and Exchange Commission
                          Year ended December 31, 1995

                            Items in Form 10-KSB/A/A

                                                                           Page
                                                                           ----


Part II

Item 6.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations...........................  3 

Signatures................................................................  6

 .






















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<PAGE>



                                Part II

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Liquidity and Capital Resources:

      On December 29, 1994,  the Company  issued  166,670 shares of its Series A
Convertible  Preferred  Stock at a purchase price of $6.00 per share for a total
consideration of $1,000,020.  This stock pays an annual  cumulative  dividend of
$.60 per share,  payable  quarterly as permitted by law, and is convertible into
common  stock  at a  maximum  price  of  $6.00  per  share,  but is  subject  to
adjustment.  Whenever the Company shall issue any shares of its Common Stock for
a  consideration  per share  which is less than the  conversion  price in effect
immediately  prior to such issuance,  the conversion price shall be reduced to a
price equal to the  consideration  per share received by the Company for the new
shares.  The current  conversion price, based upon the June 28, 1996 issuance is
$1.625 per share The preferred stock is subject to mandatory redemption at $6.00
per  share  for  any  shares  of  convertible   preferred  stock  which  remains
outstanding on December 15, 1998.  Pursuant to terms and conditions  under which
the Company  issued the  preferred  stock,  during the period that any preferred
shares  remain  outstanding,  the Company shall keep on deposit at Resource Bank
(previously  the  deposit  was  held at the  First  Bank  National  Association)
Minneapolis, Minnesota, the sum of $6.00 for each share of outstanding preferred
stock. There is $1,000,020 on deposit, as no shares have been converted.



      The following table represents the capital resources of the Company:


                                                     December 31
                                                     -----------
                                               1995            1994
                                          ------------      ----------


Current Assets                            $  1,155,209      $   133,031
Current Liabilities                          1,099,191          238,935
                                          ------------      -----------

      Working Capital (Deficiency)        $     56,018      $  (105,904)
                                          ------------      -----------










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<PAGE>
                                                     December 31
                                                     -----------
                                               1995              1994
                                          ------------        ----------
Common Shareholders' Equity
      Common stock                        $       3,106              1,885
      Common stock subscribed                 1,316,230              -
      Additional paid-in capital              7,933,759          2,095,394
      Accumulated deficit                    (7,789,523)        (2,094,330)
      Less unpaid stock subscriptions          (866,250)              -
                                          -------------       ------------

                                          $     597,322       $  1,241,904
                                          -------------       ------------


      The Company used more cash in operating activities during 1995 than during
1994 due to a larger loss and  increased  current  assets  partially  off-set by
increased  current  liabilities.  The Company received cash during 1995 from the
sale of common stock, mainly through an Initial Public Offering of the Company's
common  stock on March  10,  1995 and the  proceeds  from  secured  subordinated
promissory notes from two of the Company's officers. On November 10, 1995, these
officers, Dennis B. Schroeder and A. Richard Holman, the Chief Executive Officer
and President  respectively,  exchanged an aggregate amount of $1,000,020 of the
Company's  secured  subordinated  promissory  notes for an  aggregate of 333,340
shares of the Company's $.001 common stock. The Company  additionally  purchased
wire magazine racks,  equipment and furniture totaling $411,000 which appears to
meet the Company's need for 1996 without any further major capital expenditures.

      In two private  transactions,  on March 12, 1996, the Company sold 180,000
shares and on June 28, 1996, the Company sold 1,188,164  shares of its $.001 par
value common stock. The net proceeds to the Company from these transactions were
$2,325,882.

      On March 12, 1996,  the Company sold 180,000 shares of its Common Stock to
a private investor outside of the United States at the price of $3.75 per share.
The net proceeds to the Company was  $607,500.  This sale was subject to a price
adjustment  based upon the market  performance of the Company's  stock and based
upon that price adjustment, another 120,000 shares were subsequently issued.

      On June 28, 1996, the Company sold  1,188,164  shares at a price of $1.625
per  share  and the net  proceeds  to the  Company  from  this  transaction  was
$1,718,382.  This  transaction  was not  subject  to a price  adjustment.  These
securities were sold pursuant to an exemption from registration under Regulation
D promulgated by the Securities and Exchange Commission.











                                        4


<PAGE>

        The  following  table sets forth at  December  31,  1995;  (i) the total
assets  and  the   capitalization  of  the  Company;   and  (ii)  the  pro-forma
capitalization to give effect to the transactions:

                                                at December 31, 1995
                                                --------------------

                                              Actual          Pro-forma
                                          -----------       -----------

Total assets                              $ 2,721,583       $ 5,047,465

Long-Term Debt, less current maturities   $    25,050       $    25,050

Redeemable convertible preferred stock    $ 1,000,020       $ 1,000,020

Common Shareholders' Equity
      Common stock                        $     3,106       $     4,474
      Common stock subscribed               1,316,230         1,316,230
      Additional paid in capital            7,933,759        10,258,273
      Accumulated deficit                  (7,789,523)       (7,789,523)
      Less stock subscriptions               (866,250)         (866,250)
                                          -----------       -----------
                                          $   597,322       $ 2,923,204
                                          -----------       -----------

      The Company  believes  that its capital  resources on hand at December 31,
1995, together with the above private transaction and the expected revenues from
sales,  will be sufficient to satisfy its working capital  requirements  for the
next 12 months.


Government Regulation

      Lotteries,  and activities  associated  therewith  such as promotion,  are
subject to  regulation  under  federal  laws and by each state which  conducts a
lottery.  For  example,  all  states  have  prohibitions  on the sale of lottery
tickets  for more than face  value and the sale of  lottery  tickets  from other
states'  lotteries.  LOTTOWORLD(R)  provides  information  concerning  the legal
lotteries of various states,  as well as advice on strategies for  participating
in such  lotteries.  For example:  certain  states have laws which  prohibit the
promotion of gambling and while it may be construed  that the magazine  might be
promoting gambling,  the Company does not believe that its magazine  contravenes
such  prohibitions,  the  application  of  such  regulation  is  subject  to the
interpretation  by, and enforcement  policy of, each state's lottery  commission
and/or  attorney  general.  The  Company  actively  attempts  to comply with all
applicable  laws and has no  knowledge  of any  regulatory  action that has been
taken  or  threatened   that  would  impact  the   activities  of  the  Company.
Nevertheless, there can be no assurance that such regulatory action could not be
taken.  Any  regulatory  action could have a material  effect upon the Company's
business.




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<PAGE>




                               SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused  this report to be signed on its behalf by the  undersigned,  thereto
duly authorized.

                                    LottoWorld, Inc.

                                    By: s/ A. Richard Holman
                                        ------------------------- 
                                          A. Richard Holman
                                          President


                                    By: s/ Stuart Dubow
                                        ------------------------- 
                                          Stuart Dubow
                                          Chief Financial Officer

                                    Date:  February 14, 1997

      In accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the  registrant in the  capacities  and the
dates indicated.


S/ Dennis B. Schroeder                               Date:  February 14, 1997
--------------------------------------------
Dennis B. Schroeder, Chief Executive Officer
and a director


s/ A. Richard Holman                                 Date: February 14, 1997
--------------------------------------------
A. Richard Holman, President and a director


s/ James D. Cullen                                   Date: February 14, 1997
--------------------------------------------
James D. Cullen, a director




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