UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                  -------------

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2004

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from __________ to __________

                           Commission File No. 0-22191

                        LOTTERY & WAGERING SOLUTIONS INC.
    -----------------------------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)

              DELAWARE                                       65-0675901
    ------------------------------                     ----------------------
   (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                      Identification Number)

                                8201 PETERS ROAD
                                   SUITE 1000
                            FT. LAUDERDALE, FL 33324
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                       N/A
                            -------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if changed Since Last Report)

         State the number of shares outstanding of the issuer's common stock, as
of the latest practicable date.

                   Class                             Outstanding at May12, 2004
                ----------                           --------------------------
    Common Stock, $.001 par value                           905,996 shares


    Transitional Small Business Disclosure Format (check one):

                                     Yes [ ]         No. [ X ]




<PAGE>

         Certain statements in this Quarterly Report on Form 10-QSB are "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, performance or achievements
to be materially different from the results, performance or achievements
expressed or implied by the forward looking statement. Factors that impact such
forward looking statements include, among others, risk factors included in the
Company's Annual Report on Form 10-KSB for the year ended June 30, 2003 and
other filings with the Securities and Exchange Commission.
         As set forth herein and therein, the Company is currently subject to
material risks and uncertainty as a result of a Court decision in Surname,
presently on appeal, which has ordered the Company's joint venture subsidiary
evicted from the premises from which it conducts its casino operations. Such
operations generate substantially all of the revenue of the Company. (See "Note
E" to the financial statements contained herein)


                              INDEX TO FORM 10-QSB

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2003
         and March 31, 2004 (unaudited).......................................1

CondensedConsolidated Statements of Operations for the Three and Nine
         Months ended March 31, 2004 (unaudited) and the Three and
         Nine Months ended March 31, 2003 (unaudited).........................2

Condensed Consolidated Statements of Cash Flows for the Three and Nine
         Months ended March 31, 2004 (unaudited) and the Three and
         Nine Months ended March 31, 2003 (unaudited).........................3

Notes to Condensed Consolidated Financial Statements..........................4

Item 2.       Management's Discussion and Analysis or
              Plan of Operation..............................................12

Item 3.       Controls and Procedures........................................15

PART II. OTHER INFORMATION

Item 1.       Legal Proceedings..............................................16

Item 5.       Other Information .............................................16

Item 6.       Exhibits and Reports on Form 8-K...............................16

SIGNATURES ..................................................................17

                                       i

<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                        LOTTERY & WAGERING SOLUTIONS INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>


                                                                 June 30,               March 31,
ASSETS                                                             2003                   2004
------                                                       -----------------      ------------------
                                                                                       (Unaudited)
<S>                                                         <C>                     <C>
CURRENT ASSETS:
Cash and cash equivalents                                    $      3,521,418       $       2,632,036
Prepaid and other current assets                                       67,554                 150,066
                                                             -----------------      ------------------
     Total current assets                                           3,588,972               2,782,102

Sakhalin development costs                                          1,000,000               1,000,000
Investment in PLC                                                   1,271,472               1,271,472
Property, equipment and leasehold improvements, net                 3,429,045               2,923,326
Suriname gaming license and other assets                              220,300                 245,300
                                                             -----------------      ------------------

     TOTAL                                                   $    9,509,789         $       8,222,200
                                                             =================      ==================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses                        $      1,224,060       $         929,704
Income tax payable                                                    556,884                 539,296
Notes payable                                                         515,900                 515,900
Dividend payable                                                      753,173               1,515,036
                                                             -----------------      ------------------
    Total current liabilities                                       3,050,017               3,499,936
                                                             -----------------      ------------------

                                                             -----------------      ------------------
Minority interest in consolidated subsidiary                        2,564,734               2,644,280
                                                             -----------------      ------------------


STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01, 5,000,000 shares
     authorized, no shares issued and outstanding
Common stock, par value $.001; 50,000,000 shares
     authorized; 1,110,277 shares
     and 905,996 shares issued and
     outstanding at June 30, 2003 and March 31, 2004,
     respectively                                                       1,110                     906
Additional paid-in capital                                         47,933,177              47,690,489
Accumulated deficit                                              (44,039,249)            (45,613,410)
                                                             -----------------      ------------------
     Total stockholders' equity                                     3,895,038               2,077,985
                                                             -----------------      ------------------

     TOTAL                                                         $9,509,789              $8,222,200
                                                             =================      ==================

</TABLE>


See notes to condensed consolidated financial statements.

                                       1
<PAGE>


                        LOTTERY & WAGERING SOLUTIONS INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                                       For the           For the             For the               For the
                                                        Three             Three               Nine                  Nine
                                                        Months            Months             Months                Months
                                                        Ended             Ended               Ended                 Ended
                                                       March 31,         March 31,           March 31,            March  31,
                                                         2003              2004                2003                  2004
                                                  ----------------    ----------------    ----------------    ----------------

<S>                                                <C>                 <C>                 <C>                    <C>
REVENUES                                           $  1,682,285        $  1,459,034        $   5,293,933          $3,699,899

OPERATING EXPENSES:
Marketing, general and administrative                 1,619,445           1,370,938            4,505,343           4,434,645
                                                  ----------------    ----------------    ----------------    ----------------

INCOME (LOSS) FROM OPERATIONS                            62,840              88,096              788,590            (734,746)

OTHER INCOME (EXPENSE):
Interest (net)                                            2,442                 300                 (775)              1,991
                                                  ----------------    ----------------    ----------------    ----------------
    Total other income (expense)                          2,442                 300                 (775)              1,991
                                                  ----------------    ----------------    ----------------    ----------------

Foreign income taxes                                   (111,118)                                (603,259)
                                                  ----------------    ----------------    ----------------    ----------------

NET INCOME (LOSS) BEFORE                                (45,836)             88,396              184,556            (732,755)
    MINORITY INTEREST

Minority interest                                       (90,648)           (173,851)            (492,132)            (79,544)
                                                  ----------------    ----------------    ----------------    ----------------

NET LOSS                                            $  (136,484)          $ (85,455)           $(307,576)         $ (812,299)
                                                  ================    ================    ================    ================

NET LOSS PER SHARE OF
    COMMON STOCK:
      Basic and diluted                            $     (0.12)        $     (0.09)            $  (0.25)      $       (0.80)
                                                  ================    ================    ================    ================


WEIGHTED AVERAGE NUMBER
    OF COMMON SHARES AND
    COMMON SHARE
    EQUIVALENTS OUTSTANDING
      Basic and diluted                               1,112,985             918,079            1,217,775           1,014,347
                                                  ================    ================    ================    ================

</TABLE>


See notes to condensed consolidated financial statements.

                                       2
<PAGE>

                        LOTTERY & WAGERING SOLUTIONS INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                  For the           For the            For the          For the
                                                                   Three             Three               Nine             Nine
                                                                   Months            Months             Months           Months
                                                                   Ended             Ended               Ended            Ended
                                                                  March 31,         March 31,           March 31,       March  31,
                                                                    2003             2004                2003             2004
                                                               -------------     --------------     --------------    --------------
<S>                                                             <C>               <C>                 <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                        ($136,484)        $  (85,455)         ($307,576)     $   (812,299)
Adjustments:
  Depreciation and amortization                                   200,830            134,938            584,000           528,733
   Minority interest                                               90,648            173,851            492,132            79,544
   Compensation paid with common stock                                                                  112,500
  Changes in current assets and current liabilities:
     Prepaid and other current assets                             135,811            105,917             (4,646)          (82,512)
     Accounts payable, accrued expenses and                        52,209            (52,843)           262,857          (311,942)
          income tax payable
                                                             -------------     --------------     --------------    --------------

Net cash provided by (used in) operating activities               343,014            276,408          1,139,267          (598,476)
                                                             -------------     --------------     --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Property, equipment and leasehold improvements                    (78,253)              (943)          (191,772)          (23,013)
Project development costs and other assets                                                              (50,000)          (25,000)
Deposit on Vietnam gaming license                                                                                        (250,000)
Refund of Vietnam gaming license deposit                                             250,000                              250,000
Funds used for notes receivable and advances                     (110,143)                             (250,143)
                                                             -------------     --------------     --------------    --------------

Net cash provided by (used in) investing activities              (188,396)           249,057           (491,915)          (48,013)
                                                             -------------     --------------     --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Investor deposits                                                                                       (30,000)
Repurchase of common stock                                         (3,432)          (126,393)          (390,126)         (242,893)
                                                             -------------     --------------     --------------    --------------

Net cash used in financing activities                              (3,432)          (126,393)          (420,126)         (242,893)
                                                             -------------     --------------     --------------    --------------
                                                                  151,186            399,073            227,226          (889,382)
NET INCREASE IN CASH
    AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS,
    BEGINNING OF PERIOD                                         2,041,102          2,232,963          1,965,062         3,521,418
                                                             -------------     --------------     --------------    --------------

CASH AND CASH EQUIVALENTS,
    END OF PERIOD                                               $2,192,288     $   2,632,036         $2,192,288      $  2,632,036
                                                             =============    ===============    ==============    ===============

</TABLE>


See notes to condensed consolidated financial statements.

                                       3

 <PAGE>


                        LOTTERY & WAGERING SOLUTIONS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(NOTE A) BASIS OF PRESENTATION AND THE COMPANY:

         Lottery & Wagering Solutions Inc. ("LWSI") was incorporated on March 6,
1996 and has adopted a fiscal year ending June 30. The accompanying unaudited
condensed consolidated financial statements include the accounts of LWSI, its
subsidiaries and joint venture (collectively, the "Company"). Intercompany
transactions and balances have been eliminated in consolidation. The condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete consolidated financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
fair presentation have been included. Operating results for the three and nine
month periods ended March 31, 2004 are not necessarily indicative of the results
that may be expected for any future interim periods or the year ending June 30,
2004.

         The balance sheet at June 30, 2003 has been derived from the audited
consolidated financial statements at that date, but does not include all the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete consolidated financial statements.
For further information, refer to the audited consolidated financial statements
and footnotes thereto included in the Form 10-KSB for the year ended June 30,
2003 filed by the Company.

         The subsidiaries Sakhalin General Trading and Investments Ltd.
("SGTI"), Sakhalin City Center Ltd. ("SCC") and joint venture Suriname Leisure
Company A.V.V. ("SLC") are based and operating in Cyprus, Russian Federation and
Suriname, respectively. The statutory currencies in the countries of
incorporation are respectively the Cyprus Pound, the Russian Rouble and the
Suriname Guilder. The reporting currency is the U.S. Dollar.


(NOTE B) THE COMPANY:

         Lottery & Wagering Solutions Inc. ("LWSI") was incorporated under the
laws of the State of Delaware on March 6, 1996 as Conserver Corporation of
America, changed its name on December 2, 1997 to CCA Companies Incorporated, and
on October 1, 2001 changed its name again. The current active business of LWSI
(with its subsidiaries, the "Company") is the operation of a gaming casino in
Suriname 50% owned by the Company. The Company is also pursuing the sale of
property initially acquired by it for the development of a casino and hotel
project in Sakhalin in the Russian Federation on an island north of Japan (the
"Sakhalin Project"). In addition, in May 2001, the Company entered into a
contract under which, subject to significant pre-acquisition conditions, the
Company was to acquire all of the stock of Emerging Market Solutions, Inc.,
("EMSI") the sole asset of which is a lottery gaming system contract which
grants to EMSI the exclusive right to provide an on-line lottery and sports
betting system in Ho Chi Minh City and the Southern Provinces of Vietnam. The
proposed acquisition was approved by the stockholders of the Company on
September 26, 2001, but was not consummated as various preconditions to a
closing were not met. In April 2003, the Company restructured its investment in
this project by exchanging its interests therein for shares of Pacific Lottery
Corporation ("PLC"), a Canadian company whose shares are traded on the Canadian
Venture Exchange, and which has undertaken to pursue the development of the
lottery system in Vietnam.




                                       4
<PAGE>



          Since March 1999 the Suriname casino, owned by Suriname Leisure
Company A.V.V. ("SLC"), an Aruba joint venture entity 50% owned by the Company,
has been operating in permanent quarters in the hotel where previously SLC
maintained temporary facilities for its casino operation. The Company's 100%
owned Delaware subsidiary, Dorsett Hotel & Resorts, Inc. ("Dorsett") manages the
casino. The Company's Suriname casino occupies two leased floors totaling
approximately 20,000 square feet in the Plaza Hotel, which is a downtown hotel
in the capital city of Paramaribo. The casino has approximately 15 gaming
tables, 181 slot machines and a 50-seat restaurant. There are other casinos in
Paramaribo, the capital city, a number of which currently compete with the
Company for the same local gaming clientele.

         The Suriname casino was constructed by the Company pursuant to an
agreement with Parbhoe Handelmij NV ("Parbhoe"), the local company that owned
the casino license and which became the 50% owner of the joint venture entity,
SLC. SLC entered into the Suriname Casino Management Agreement in April 1998 for
the Company, through Dorsett, to operate the Casino for fifteen years at a base
fee equal to 3% of gross revenues calculated on an annual basis and payable
monthly, plus an incentive fee of ten percent of gross operating profits,
payable monthly. SLC entered into a lease agreement for the casino premises from
Parbhoe, which represented to Dorsett that it was the hotel owner, for fifteen
years beginning February 1998.

         On July 30, 2003, the Subdistrict Court of Suriname issued an order
evicting SLC from such quarters finding that Parbhoe, the lessor, did not have
the legal right to grant the lease under which SLC was occupying such premises.
The order of eviction has been appealed and is suspended until the conclusion of
the appeals process. As there is no assurance that the order of eviction will
ultimately be reversed or nullified, the Company is seeking an alternative
location in Paramaribo for the operation of a casino. In this regard, the
Company through its subsidiary has acquired its own license to operate a casino
in Suriname.

         If the Company relocates the Suriname Casino to a different location,
it will have to design and set up infrastructure, incur additional relocation
costs associated with removal, transportation and installation of equipment,
leasehold improvements, advertising and all other costs associated with
relocation and statutory costs associated with the set up of operations at a new
location. In addition, there is the potential for a full or partial impairment,
depending on the outcome of the court proceedings, of the leasehold improvements
in SLC, which have a net book value of approximately $2,852,000 at March 31,
2004.




                                       5
<PAGE>




         The Company entered into a stock purchase agreement on October 24,
1997, (the "Sakhalin Agreement") with Sakhalin General Trading Investments
Limited ("SGTI") and an assignment agreement with Sovereign Gaming and Leisure
Limited ("Sovereign") on December 12, 1997, each a limited liability company
organized under the laws of Cyprus. Pursuant to the Sakhalin Agreement, the
Company acquired all of the outstanding shares of SGTI and SGTI's rights and
interest in a project to develop the Sakhalin Project, and SGTI's ownership
interest in 85% of Sakhalin City Center Ltd. ("SCC"). SCC is a closed joint
stock company incorporated under the laws of the Russian Federation that holds
certain rights, including a 101-year ground lease on the proposed site of the
Sakhalin Project, and a guarantee by the city of Yuzhno-Sakhalinsk (the "City")
to issue a gaming license to SCC.

         Pursuant to the Sakhalin Agreement, SCC was to develop, subject to
obtaining financing, a hotel/casino complex on a ten-acre site in the center of
the City of Yuzhno-Sakhalinsk. Because the Company has been unable to obtain
financing for this project, it has made efforts to sell its rights in the
Sakhalin Project or sub-lease all or a portion of the property, which it has
leased from the City for the Sakhalin Project.

         In April 2003, SGTI entered into a series of agreements (dated as of
March 20, 2003) under which it transferred one half of the leasehold rights held
by SCC to a third party in return for net proceeds of $1,100,000. Under these
agreements, SCC transferred to the purchaser the sublease rights to
approximately five acres of the property, and one half of the shares of SCC
which it held. The purchaser has agreed to return to SGTI, for nominal
consideration, the shares of SCC if it acquires a direct lease from the City for
the portion of the property subject to the sublease.

         Approximately $1,000,000 expended in connection with obtaining the
original lease agreement and demolition costs remains on the Company's
consolidated balance sheet at March 31, 2004. The Company is continuing to
explore alternatives for the sale or other disposition of its remaining
interests in the Sakhalin Project.

         In May 2001, the Company entered into a contract to acquire an entity
("EMSI") which held the exclusive right and obligation to supply an on-line
lottery and sports lottery system, and to operate it, in Ho Chi Minh City and
the Southern provinces of Vietnam. Certain conditions to that contract were not
fulfilled, and the Company subsequently determined that it was in its best
interests to assign its rights in the contract to a Canadian entity, Pacific
Lottery Corporation ("PLC"), and to restructure its cash investment in the
project into common shares of PLC. In a transaction which was consummated as of
April 7, 2003, the Company acquired from PLC 7,962,620 of its common shares in
satisfaction of indebtedness owed to the Company by PLC at a deemed purchase
price of $.30CDN per share. The transaction was part of a debt and equity
reorganization of PLC, and a private placement by PLC of its common shares and
warrants to a wholly owned subsidiary of Genting International ("Genting") for
$4.50 Million CDN. The funds from the private placement are to be exclusively
used in connection with the development of the online lottery program in Ho Chi
Minh City and the Southern provinces of Vietnam. Securities of PLC are traded on
the Canadian Venture Exchange under the symbol TSX-Venture: "LUK".





                                       6
<PAGE>




         The Company also received from PLC a "finders option" upon the closing
of the private placement to compensate the Company for assisting in bringing
about the private placement. The finders option consists of common stock
purchase warrants to purchase 1,400,000 additional common shares of PLC at
$.30CDN per share (exercisable for a twenty-four month period).

         The acquisition of these securities gives the Company current ownership
of approximately 19.7% of the common shares of PLC (or 13.6% of such common
shares following the conversion to common shares of the outstanding preferred
shares), or 11.9% of the common shares on a fully diluted basis.

         In the private placement, Genting acquired an approximate 30% equity
stake in PLC, assuming all the preferred shares are converted into common shares
of PLC, and potentially up to a 47% equity stake (fully diluted) assuming
Genting exercises all of the warrants it received. Genting is a diversified
investment company whose subsidiaries include investment holdings, property
development and provision of sales and marketing services to resort-related
businesses. Securities of Genting are listed on the Luxembourg Stock Exchange
and quoted on the Singapore Stock Exchange.

         On November 28, 2003, the Board of Directors of the Company authorized
the grant of options to acquire from the Company up to 10% or 796,260 of the PLC
shares which the Company acquired from PLC, as an incentive to each of its
directors and officers (Messrs. Dallas Dempster, James Stanton and Miles
Greenberg). Such options may be exercised by the grantees at any time, at an
exercise price equal to the Company's cost of such shares, CDN$.30 per share.
The options will expire November 28, 2006. Mr. Dempster received options for
398,130 of such shares and Messrs. Stanton and Greenberg each received 199,065.

         The Company has been investigating the desirability of participating in
the development and operation of a casino in Vietnam, and actively seeking a
casino license to conduct such operations. On September 16, 2003, the Company
posted a refundable deposit of $250,000 with an agency of the Vietnamese
government as a demonstration of its interest in negotiating an acceptable
agreement for the casino license. In March 2004, the deposit was returned to the
Company less $32,000 of professional and other costs incurred by the Vietnamese
government in pursuing the transaction. Although the Company requested the
return of its original deposit, it intends to continue investigating
opportunities for the development and operation of a casino in Vietnam.


 (NOTE C) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Principles of Consolidation - The accompanying consolidated financial
statements include the accounts of LWSI and its subsidiaries. Inter-company
transactions and balances have been eliminated in consolidation.

         SCC is currently generating losses and the minority shareholders are
not obligated to fund these losses. Accordingly, the minority interest held in
SCC is not reflected in the consolidated financial statements.

         Casino Revenue - Casino revenue is the net win from gaming activities,
which is the difference between gaming wins and losses.






                                       7
<PAGE>






         Cash and Cash Equivalents - The Company considers investments with
original maturities of three months or less at the time of purchase to be cash
equivalents. At times, cash balances in the Company's bank accounts in the
United States may exceed federally insured limits. Uninsured amounts in cash at
March 31, 2004 include (i) $1,057,000 deposited in a U.S. bank investment
account under a repurchase agreement fully collateralized by highly rated
securities held by the bank and (ii) $146,000 deposited in a national government
owned bank in Suriname.

         Use of Estimates in the Preparation of Financial Statements - The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenditures during the reporting period.
Actual results could differ from those estimates.

         Financial Instruments - The carrying amounts of financial instruments
including accounts payable and notes payable approximate fair value.

         Property, Equipment and Leasehold Improvements - Property and equipment
are recorded at cost. Depreciation and amortization is computed by the
straight-line method based on the estimated useful lives (2 - 5 years) of the
related assets. Leasehold improvements are amortized over the shorter of the
life of the asset or the lease term.

         Investments - The Company accounts for its investment in the common
stock of PLC at cost. PLC is traded on the Canadian Venture Exchange and,
therefore, does not meet the criteria for reporting at fair value pursuant to
FAS 115, "Accounting for Certain Investments in Debt and Equity Securities."

         Income Taxes - For the purpose of these consolidated financial
statements, the Company has adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes" for all
periods presented. Under the asset and liability method of SFAS 109, deferred
taxes are recognized for differences between financial statement and income tax
bases of assets and liabilities.

         Stock Based Compensation - The Company accounts for stock options
issued to employees in accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which permits entities to continue to
apply the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and provide pro forma disclosures of
the effect on net income (loss) and net earnings (loss) per share for employee
stock option grants as if the fair value based method, as defined in SFAS No.
123 and 148 in its annual consolidated financial statements, has been applied.
The Company has elected to apply the provisions of APB Opinion No. 25 and
provide the pro forma disclosures required by SFAS No. 123 and 148. Under APB
Opinion No. 25, the Company recognizes no compensation expense related to
employee stock options, as no options are granted at a price below the fair
market value on the day of grant.






                                       8
<PAGE>






         The Company utilizes SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". Under the provisions of this statement, the
Company has evaluated its long-lived assets for financial impairment and will
continue to evaluate them as events or changes in circumstances indicate that
the carrying amount of such assets may not be fully recoverable.

         Foreign Currency Translation - The statutory currencies in the
countries in which the Company's subsidiaries are based are the Cyprus Pound,
the Russian Rouble, the United States Dollar and the Suriname Guilder. The
reporting currency is the United States Dollar.

         Reclassifications - Certain prior year balances have been reclassified
to conform to the 2003 presentation.

RECENT PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations". SFAS No. 143, addresses the financial accounting
and reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. SFAS No. 143 was
effective for financial statements issued for fiscal years beginning after June
15, 2002. The Company's financial reporting and presentation has not been
materially affected by the adoption of this standard.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement supersedes SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of." The statement retains the previously existing
accounting requirements related to the recognition and measurement of the
impairment of long-lived assets to be held and used while expanding the
measurement requirements of long-lived assets to be disposed of by sale to
include discontinued operations. It also expands the previously existing
reporting requirements for discontinued operations to include a component of an
entity that either has been disposed of or is classified as held for sale. The
Company's adoption of SFAS No. 144 did not have a material effect on the
Company's financial statements.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". Among other provisions, SFAS No. 145 rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt". Accordingly, gains or
losses from extinguishment of debt shall not be reported as extraordinary items
unless the extinguishment qualifies as an extraordinary item under the criteria
of Accounting Principles Board ("APB") Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions".
Gains or losses from extinguishment of debt that do not meet the criteria of APB
No. 30 should be reclassified to income from continuing operations in all prior
periods presented. The Company's adoption of SFAS No. 145 did not have a
material effect on the Company's financial statements.




                                       9
<PAGE>




         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" which is effective for exit or
disposal activities that are initiated after December 31, 2002. This statement
requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. SFAS No. 146 also
establishes that fair value is the objective for initial measurement of the
liability. There was no material impact on the Company's financial statements as
a result of adopting SFAS No. 146.

         On November 25, 2002, the FASB issued FASB Interpretation No. 45 ("FIN
45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, an interpretation of
FASB Statements No. 5, 57 and 107 and Rescission of FASB Interpretation No. 34."
FIN 45 clarifies the requirements of FASB Statement No. 5, "Accounting for
Contingencies", relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. The disclosure requirements of FIN
45 are effective for financial statements of interim or annual periods that end
after December 15, 2002. The disclosure provisions have been implemented and no
disclosures were required at June 30, 2003. The provisions for initial
recognition and measurement are effective on a prospective basis for guarantees
that are issued or modified after December 31, 2002, irrespective of the
guarantor's year-end. FIN 45 requires that upon issuance of a guarantee, the
entity must recognize a liability for the fair value of the obligation it
assumes under that guarantee. The Company's adoption of FIN 45 in 2003 has not
and is not expected to have a material effect on the Company's financial
statements.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure". SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. SFAS No. 148 also
requires that disclosures of the pro forma effect of using the fair value method
of accounting for stock-based employee compensation be displayed more
prominently and in a tabular format. Additionally, SFAS No. 148 requires
disclosure of the pro forma effect in interim financial statements. The
transition and annual disclosure requirements of SFAS No. 148 are effective for
the Company's June 30, 2003 financial statements. The Company's adoption of SFAS
No. 148 did not have a material effect on its financial statements.

         In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51", which addresses
consolidation of variable interest entities. FIN 46 expands the criteria for
consideration in determining whether a variable interest entity should be
consolidated by a business entity, and requires existing unconsolidated variable
interest entities (which include, but are not limited to, Special Purpose
Entities, or SPEs) to be consolidated by their primary beneficiaries if the
entities do not effectively disperse risks among parties involved. This
interpretation applies immediately to variable interest entities created after
January 31, 2003, and to variable interest entities in which an enterprise
obtains an interest after that date. It applies in the first fiscal year or
interim period beginning after June 15, 2003, to variable interest entities in
which an enterprise holds a variable interest that it acquired before February
1, 2003. The adoption of FIN 46 is not expected to have a material effect on the
Company's financial statements.




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<PAGE>




(NOTE D)  SLC TAXES:

         Corporate income taxes are paid by SLC in accordance with the Suriname
Hazard Games Act of 1962 which stipulates that income taxes are payable at a
rate of 50% of net taxable income as determined under Suriname tax law.
Additionally, in January 2003, the Suriname government began assessing a new
monthly property tax on slot machines and gaming tables used in casino
operations. The monthly taxes (based on the current legal exchange rate of 2,800
Guilders = US$1.00) are approximately $143 per slot machine and between $1,070
and $1,420 per gaming table. The monthly casino taxes are deductible in
computing the net taxable income of the Suriname casino. The monthly fees will
be subject to change as the exchange rate fluctuates and as additions or
reductions in the numbers of slot machines and gaming tables being operated by
the Suriname casino occur.


(NOTE E)  COMMITMENTS AND CONTINGENCIES:

         On July 30, 2003, the Subdistrict Court in Suriname issued an order
evicting SLC from the premises it occupies in the Plaza Hotel and from which it
conducts all of its casino operations. The Court ruled that Stichting Dim (Dim
Foundation), the plaintiff in the eviction proceeding which took title to the
Hotel through a mortgage foreclosure, was not bound by the 1998 casino lease
between SLC and Parbhoe, as Parbhoe did not hold registered title to the
premises. SLC is appealing such order, and in a separate proceeding has been
granted an order suspending its execution until the conclusion of the appeals
process. According to the attorneys for SLC, the chances in the appeal are
reasonable. As there is no assurance that the appeal will be successful, the
Company through its subsidiaries is seeking alternative locations in Paramaribo
to relocate its casino operations.

         If the Company relocates the Suriname Casino to a different location,
it will have to design and set up infrastructure, incur additional relocation
costs associated with removal, transportation and installation of equipment,
leasehold improvements, advertising and all other costs associated with
relocation and statutory costs associated with the set up of operations at a new
location. In addition, there is the potential for a full or partial impairment,
depending on the outcome of the court proceedings, of the leasehold improvements
in SLC, which have a net book value of approximately $2,852,000 at March 31,
2004.

         On July 30, 2001, Parbhoe acting in the name of SLC, put a garnishment
on the bank accounts operated by Dorsett, the manager on behalf of SLC (SLC v.
Dorsett & Clague, A.R. 01/2894), claiming that Dorsett was transferring SLC's
money illegally, and that Clague was not authorized to act as General Manager.
Parbhoe claims that Dorsett and Clague owes to SLC US $4,152,254. The
garnishment was lifted in Summary proceedings (Clague & Dorsett v. SLC, A.R.
01/3005). The main proceeding is still pending. In this case, the B-directors
Dempster, Clague and Dorsett have petitioned to be admitted as parties in the
case, with the express purpose of objecting to the fact that Parbhoe started the
lawsuit on behalf of SLC, without permission of the Board of Directors.

         On May 10, 2002, Parbhoe undertook an identical action to block the
bank accounts of Dorsett (SLC v. Dorsett & Clague, A.R. no.01/3216). The
garnishment was also lifted (Clague & Dorsett v. SLC, A.R. 02/2012), but the
main case, with the same contents as the previous one, is also pending.




                                       11
<PAGE>




         SLC and Dorsett are engaged in other legal proceedings in Suriname in
which SLC seeks to recover approximately $315,000 in rental payments which were
made to Parbhoe, its Landlord. According to a decision of the district
commissioner such payments were in excess of the maximum rentals permitted by
law. Parbhoe has counterclaimed in the proceeding seeking dissolution of the
lease and alleging it is due payment of back rent in the amount of $484,000.
After consultation with its Suriname attorneys, management of the Company is of
the opinion that such counterclaim will not be sustained.

         On December 9, 2002, Dorsett commenced an action in Suriname, entitled
Dorsett v. Parbhoe, A.R. 02/1187, Article 12 of the Joint-Venture Agreement
(JVA) between Parbhoe and Dorsett stipulate that a party obtains an option to
buy the shares of the other party, if a change of control occurs within that
other party. Since Winod Parbhoe died on September 4, 2001, such change of
control occurred within Parbhoe's Handelmij NV. Dorsett seeks to enforce this
option to purchase Parbhoe's shares in SLC.

         All of the foregoing legal proceedings predate the finding of the
Suriname Court that Parbhoe did not have registered title to the premises at the
time it entered into the lease agreement. The Company is currently evaluating
the legal remedies available to it in the event this decision is sustained, both
to the extent they affect these pending legal proceedings, and to the extent
they give rise to other claims which the Company or its affiliates may assert in
the future.

         The Company anticipates that it will be subjected to various lawsuits,
claims and proceedings of a nature considered normal to its business.

ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion and analysis of significant factors affecting
the Company's operating results and liquidity and capital resources should be
read in conjunction with the accompanying financial statement and related notes.

RESULTS OF OPERATIONS

                 Comparison of Three Months Ended March 31, 2004
                      to Three Months Ended March 31, 2003

         Net Loss. The Company incurred a net loss of $85,455, or $0.09 per
share, for the three months ended March 31, 2004, as compared to a net loss of
$136,484, or $0.12 per share, for the three months ended March 31, 2003. The
decrease in net loss during the current year's period resulted from various
factors as described below.




                                       12
<PAGE>




         Revenues. During the three months ended March 31, 2004, the Company had
revenues of $1,459,034 generated from its Suriname casino operations. For the
three months ended March 31, 2003, the Company recorded revenues of $1,682,285
generated by the Suriname casino. The 13% decrease in revenues during the
current period resulted primarily from increased competition from new casino
openings in Paramaribo during the Company's current fiscal year.

         Marketing, General and Administrative Expenses. Marketing, general and
administrative expenses were $1,370,938 for the three months ended March 31,
2004 consisting primarily of $999,125 related to operating expenses of the
Suriname casino and $371,813 for general corporate overhead. Marketing, general
and administrative expenses were $1,619,445 for the three months ended March 31,
2003 consisting primarily of $1,258,328 related to operating expenses of the
Suriname casino and $361,117 for general corporate overhead. The Suriname
casino's current period operating expenses decreased by $259,203 or 21% as a
result of reductions in marketing, payroll and other general expenses of the
casino in reaction to the lower revenues currently being generated by the
casino. General corporate overhead, including the cost of maintaining the
Sakhalin office and property, remained in line with prior year expenses.

         Minority Interest. The Company has management control of the Suriname
casino joint venture company in which it owns a 50% equity interest. As such,
the Suriname casino's operations are consolidated with those of the Company and
a minority interest is recorded for the 50% interest held by the Company's joint
venture partner. During the three months ended March 31, 2004, the joint venture
company generated net after tax income of $347,702 after deduction for
management fees earned by the Company and eliminated in consolidation. As a
result, the Company recorded a minority interest equal to 50% of such amount or
$173,851. For the three months ended March 31, 2003, SLC generated net after tax
income of $181,296 after deduction for management fees earned by the Company and
eliminated in consolidation. As a result, a minority interest equal to 50% of
such amount or $90,648 was recorded by the Company.

         Foreign Income Taxes. During the three months ended March 31, 2003, SLC
accrued for income taxes of $111,118, payable to the Government based on a tax
rate of 50% of the estimated net taxable income pursuant to the Suriname Hazard
Games Act 1962. During the three months ended March 31, 2004, SLC did not accrue
for any additional income taxes as the Company believes that the current income
tax accrual recorded on its books is sufficient to cover the Company's tax
liability to the Suriname government.

                 Comparison of Nine Months Ended March 31, 2004
                       to Nine Months Ended March 31, 2003

         Net Loss. The Company incurred a net loss of $812,299, or $0.80 per
share, for the nine months ended March 31, 2004, as compared to a net loss of
$307,576, or $0.25 per share, for the nine months ended March 31, 2003. The
greater loss during the current year's period resulted primarily from
significantly reduced revenues and operating income at the Suriname casino as
described below.

         Revenues. For the nine months ended March 31, 2004, the Company had
revenues of $3,699,899 from the operations of the Suriname casino compared to
$5,293,933 for the nine months ended March 31, 2003. As described hereinabove,
SLC is engaged in litigation with the new owner of the Suriname Plaza Hotel
where the casino is located. Management believes that the 30% decrease in
revenues during the current year's period resulted primarily from increased
competition from new casino openings, a weak economy, and from the harassment of
casino customers and other disruptions apparently caused by guests of the Plaza
hotel which have occurred since the acquisition of the hotel by its new owners.
These disruptions together with the increased competition and the uncertainty of
the eviction litigation have contributed to the lower attendance experienced by
the Suriname casino during the nine months ended March 31, 2004.




                                       13
<PAGE>




         Marketing, General and Administrative Expenses. Marketing, general and
administrative expenses were $4,434,645 for the nine months ended March 31, 2004
consisting primarily of $3,307,666 related to operating expenses of the Suriname
casino and $1,126,979 for general corporate overhead. For the nine months ended
March 31, 2003, marketing, general and administrative expenses were $4,505,343
consisting primarily of $3,247,756 related to operating expenses of the Suriname
casino and $1,257,587 for general corporate overhead. The current period's
Suriname casino operating expenses increased by approximately $60,000 or 2%
primarily as a result of the new casino tax assessed on gaming equipment which
commenced January 1, 2003. This tax amounted to $397,000 during the current
year's period as compared to $137,000 in the prior year's period which included
an expense for only the quarter ended March 31, 2003. The $260,000 increase in
casino tax during the current year's period was significantly offset by
reductions in marketing, payroll and other general expenses of the casino in
reaction to the lower revenues currently being generated by the casino. General
corporate overhead decreased during the current period by $130,608. Corporate
overhead during the prior year's period included a bonus paid to the Company's
Chief Executive Officer through the issuance of common stock of the Company
valued at $112,500. No such bonus was paid during the current year's period.

         Minority Interest. The Company has management control of SLC in which
it owns a 50% equity interest. As such, the casino's operations are consolidated
with those of the Company and a minority interest is recorded for the 50%
interest held by the Company's joint venture partner. During the nine months
ended March 31, 2004, SLC generated net after tax income of $159,088 after
deduction for management fees earned by the Company and eliminated in
consolidation. As a result, a minority interest equal to 50% of such amount or
$79,544 was recorded by the Company. For the nine months ended March 31, 2003,
SLC generated net income of $984,264 after deduction for management fees earned
by the Company and the Company recorded a minority interest equal to 50% of such
amount, or $492,132.

         Foreign Income Taxes. During the nine months ended March 31, 2003, SLC
accrued for income taxes of $603,259 payable to the Suriname Government based on
a tax rate of 50% of the estimated net taxable income pursuant to the Suriname
Hazard Games Act of 1962. During the nine months ended March 31, 2004, SLC did
not accrue for any additional income taxes since the estimated taxable income of
the Suriname casino during this period is insignificant and the Company believes
that the current income tax accrual recorded on its books is sufficient to cover
the Company's total tax liability to the Suriname government.





                                       14
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES
         Since August 1999, the Company's almost sole recurring source of cash,
exclusive of loans and securities sales, was the cash payments from SLC which is
the joint venture entity that owns the Suriname casino. Cash payments from SLC
to LWSI, Parbhoe or their affiliates are made by SLC, under the management
control of Dorsett, the Company's subsidiary, according to a cash allocation
priority established under the parties' Joint Venture Agreement. Such payments
were initially allocated to management fees and the repayment of construction
and other loans and interest. As of March 31, 2004, all loans have been repaid
by SLC in full and all distributions are currently first used to pay management
fees to Dorsett and then are to be distributed equally to the two venture
partners. Significant disputes and litigation have arisen between Parbhoe and
the Company and its affiliates, and a Suriname Court has held the lease
agreement to be unenforceable by SLC, a decision which SLC is currently
appealing. Such disputes and litigation, and the manner in which they are
resolved, may materially adversely effect the cash flow of the Company.

         The Sakhalin Project has consistently generated cash losses for the
Company. Under an agreement entered into in April 2003, the Company transferred
one half of its leasehold rights to a third party, and is seeking to dispose of
its remaining interests in the Project.

         As of June 30, 2002, the Company had advanced $1,271,472 to EMSI to
develop the Lottery Gaming System Contract and to support its operations and
those of PLC in Vietnam in anticipation of the acquisition of EMSI by the
Company. As set forth above, the Company has converted its interests in EMSI
into common shares and warrants of PLC.

         On March 31, 2004, the Company had approximately $2,632,000 in cash or
cash equivalents on hand. The Company believes that it has adequate cash
reserves for its operations for the next twelve months.

         Off-Balance Sheet Arrangements. The Company has no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors.



ITEM 3.      CONTROLS AND PROCEDURES

         An evaluation of the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13(a) - 15(e) and 15(d) - 15(e) ) as at the end of
the fiscal quarter on March 31, 2004, show such controls and procedures to be
adequate. No significant changes in such controls or other factors has occurred
since the date of such evaluation.






                                       15
<PAGE>





                           PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS

         See (Note E) "Commitments and Contingencies" to the financial
statements included herein.

ITEM 5. OTHER INFORMATION

            On January 7, 2004, the Company repurchased and cancelled
            75,000 shares of its common stock previously issued to
            Auschina Investment Company. The common stock was repurchased
            for $1.25 per share.

            On January 22, 2004, the Company repurchased and cancelled
            26,114 shares of its common stock previously issued to Peter
            Janssen. The common stock was repurchased for $1.25 per share.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

         31.1     Certification of principal executive officer pursuant to Rule
                  15d-14(a).*

         31.2     Certification of principal financial officer pursuant to Rule
                  15d-14(a).*

         32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C
                  Section 1350.*

         32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section 1350.*

         *  Filed herewith


         (b)      Reports on Form 8-K:

         On March 2, 2004 the Registrant filed a current report on Form 8-K
         with respect to Item 4 thereof, "Changes in Registrant's Certifying
         Accountant".








                                       16
<PAGE>





                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                        LOTTERY & WAGERING SOLUTIONS INC.



Dated:  May 12, 2004            By:  /s/ Dallas R. Dempster
                                    ------------------------------------------
                                         Dallas R. Dempster
                                         Chief Executive Officer and President


                                By:  /s/ Miles R. Greenberg
                                    ------------------------------------------
                                         Miles R. Greenberg
                                         Chief Financial Officer




                                       17