U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB (Mark One) [x] QUARTERLY REPORT UNDER 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 March 31, 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 33940 --------------------------------------- ---------- (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; 3,973,522 shares outstanding as of May 5, 1996 LOTTOWORLD, INC. TABLE OF CONTENTS PART I Financial Information Page No. Item 1. Financial Statements Condensed Balance Sheets 3 Condensed Statements of Operations 4 Condensed Statements of Common Shareholders' Equity (Deficit) 5 Condensed 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 10 SIGNATURES 10 -2- LOTTOWORLD, INC CONDENSED BALANCE SHEETS MARCH 31, DECEMBER 31, 1996 1995 (Unaudited) ----------- ------------ ASSETS Current Assets Cash and cash equivalents $1,367,548 $1,318,983 Accounts receivable, net 376,477 159,479 Stock subscriptions receivable - 449,980 Accounts receivable, officers 58,375 58,375 Prepaid expenses 1,000,000 168,412 ----------- ------------ 2,802,400 2,155,229 Furniture, Fixtures and Equipment, net 538,951 556,253 Other Assets 10,101 10,101 ----------- ------------ $3,351,452 $2,721,583 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Current maturities of long-term debt $16,667 $16,667 Accounts payable 699,477 851,673 Accrued expenses 58,000 56,302 Deferred revenue 219,418 149,549 Dividends payable - 25,000 ----------- ------------ 993,562 1,099,191 ----------- ------------ Long-Term Debt, less current maturities 20,883 25,050 ----------- ------------ Redeemable convertible preferred stock 1,000,020 1,000,020 ----------- ------------ Common Shareholders' Equity Common stock 3,973 3,106 Common stock subscribed - 1,316,230 Additional paid-in capital 9,990,370 7,933,759 Accumulated deficit (8,646,496) (7,789,523) Less treasury stock (10,860) - Less stock subscriptions - (866,250) ----------- ------------ 1,336,987 597,322 ----------- ------------ $3,351,452 $2,721,583 =========== ============ -3- LOTTOWORLD, INC. CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ Sales revenue $246,266 $37,596 ----------- ------------ Operating expenses: Production, distribution and editorial 410,551 274,202 Circulation 265,734 142,147 Advertising, promotion and business development 133,508 115,954 Selling, general and administrative 317,869 339,249 ----------- ------------ 1,127,662 871,552 ----------- ------------ Operating (loss) (881,396) (833,956) ----------- ------------ Other income (expense): Interest income 25,442 15,063 Interest expense (1,019) (12,597) ----------- ------------ 24,423 2,466 ----------- ------------ Net (loss) ($856,973) ($831,490) =========== ============ Net (loss) per common share ($0.26) ($0.40) =========== ============ Weighted average number of common shares outstanding 3,357,689 2,576,152 =========== ============ -4- LOTTOWORLD, INC. CONDENSED STATEMENT OF COMMON SHAREHOLDERS' EQUITY (DEFICIT) Common Additional Common Total Common Stock Paid-in Accumulated Stock Treasury Shareholders Stock Subscribed Capital (Deficit) Subscriptions Stock Equity -------------------------------------------------------------------------------- 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 (867,500 shares) (unaudited) 867 (1,316,230) 2,056,611 - 866,250 - 1,607,498 Purchase of stock for treasury (3,000 shares) (Unaudited) (10,860) (10,860) Net (loss) (Unaudited) - - - (856,973) - - (856,973) -------------------------------------------------------------------------------- Balance, March 31, 1996 (Unaudited) $ 3,973 $ 0 $ 9,990,370 ($8,646,496) $ 0 ($10,860) $ 1,336,987 ================================================================================ -5- LOTTOWORLD, INC. CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ Net cash (used in) operating activites ($1,522,807) ($1,901,218) ----------- ------------ Cash Flows (Used In) Investing Activities Purchase of furniture and equipment (21,099) (97,325) ----------- ------------ Cash Flows From Financing Activities Issuance on long-term notes payable (4,167) 1,000,020 Issuance of common stock 1,607,498 4,565,551 Purchase of treasury stock (10,860) ----------- ------------ 1,592,471 5,565,571 ----------- ------------ Net increase in cash 48,565 3,567,028 Cash Beginning 1,318,983 1,061,855 ----------- ------------ Ending $1,367,548 $4,628,883 =========== ============ -6- LOTTOWORLD, INC. NOTES TO CONDENSED 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 accompanying financial statements and related notes should be read in conjunction with the audited financial statements of the Company, and notes thereto, for the year ended 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. (2) The net (loss) per common share amounts are computed using the weighted average number of common shares outstanding during the periods. (3) The Company had an initial public offering of its common stock and on March 3, 1995 and March 31, 1995 sold 685,000 and 102,750 shares respectively. -7- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The loss for the three months ended March 31, 1996 and 1995 are $(857,000) and $(831,000) 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 March 31, 1996 payable on May 31, 1996. The Company expects newsstand revenues to increase as a result of the promotion of the "Lucky 7 Prepack" for display at grocery store service counters and non-traditional magazine outlets. This promotion has already placed over 3,500 Prepacks at wholesalers throughout the Northeast United States. The Company expects to generate the major portion of its revenues through the sale of advertising in the controlled circulation magazines it will be publishing. The Company expects this advertising to begin in the fourth quarter of 1996. -8- Liquidity and Capital Resources The Company believes that its capital resources on hand at March 31, 1996, together with the above private placement and the expected revenues from sales, will not be sufficient to satisfy its working capital requirements for the next 12 months. The Company anticipates that it will require additional financing of $1,000,000 and is currently exploring various options available for this financing and is confident it will be able to obtain said financing. -9- 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) Exhibit 27: Financial Data Schedule (c) The Registrant did not file a Form 8-K during the quarter ended March 31, 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: May 15, 1996 s/ Stuart Dubow ----------------------- Stuart Dubow Chief Financial Officer DATED: May 15, 1996 s/ Stuart Dubow ---------------------- Stuart Dubow Chief Financial Officer -10-