UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
SOUND MONEY INVESTORS, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
CUSIP 836073 10 6
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(CUSIP Number)
Stuart Dubow
LottoWorld, Inc.
Suite 200, 2150 Goodlette Road
Naples, Florida 34102
(941) 643-1677
(Name Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 11, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 836073 10 6 PAGE 1 OF 1 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LOTTOWORLD, INC.
65-0399794
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [ ]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
________________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES NONE
_________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY NONE
_________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 4,000,000
_________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH NONE
_________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000
________________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
________________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.70%
________________________________________________________________________________
12 TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
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ITEM 1. SECURITY AND ISSUER
Title of Class
Common Stock, $.001 par value per share
Issuer
Sound Money Investors, Inc.
Principal Executive Officers of Issuer
William C. Moses, Chairman of the Board of Directors
Charles S. Arnold, President and Chief Executive Officer
Daniel A. Kaminsky, Chief Financial Officer
Paul Zuromski, Chief Operating Officer
The addresses for each of the executive officers is:
531 Versailles Drive (Ste. 110)
Maitland, Florida 32751
ITEM 2. IDENTITY AND BACKGROUND
Name
LottoWorld, Inc., a Florida corporation
Principal Business
Magazine Publishing
Address
Suite 200
2150 Goodlette Road
Naples, FL 34102
(d) Such person has never been convicted in a criminal proceeding
(e) Such person has never been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The consideration given in this transaction is 516,129 shares of
Common Stock, $.001 par value per share, of the Reporting Person.
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ITEM 4. PURPOSE OF TRANSACTION
The purpose of this transaction is for investment purposes only and
there are no plans or proposals which the reporting person may have which relate
to or would result in:
(a) The acquisition by any person of additional securities of the issuer
or the disposition of the securities of the issuer;
(b) An extraordinary corporate transaction involving the issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer;
(e) Any material change in the capitalization or dividend policy of the
issuer;
(f) Any other material change in the issuer's business;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or any other actions which may impede the acquisition of
control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) LottoWorld, Inc.
4,000,000 shares
17.70%
(b) Number of shares with the sole power to vote or to direct the vote:
None
Number of shares with the shared power to vote or to direct the
vote:
None
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Number of shares with the sole power to dispose or to direct the
disposition:
4,000,000
Number of shares with the shared power to dispose or to direct the
disposition:
None
(c) There were no transactions in the class of securities reported on
that were effected during the past sixty days. There have been no
previous filings on Schedule 13D by the person named in (a) above.
(d) There is no other person known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities.
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Voting rights in the Issuer are to be retained by the holders of the
securities prior to the Exchange Agreement.
Each party to the Exchange Agreement shall have the right of first
refusal should the other party desire to dispose of the securities held by that
party.
Each party to the Exchange Agreement shall have repurchase rights to its
securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(2) Exchange Agreement by and among LottoWorld, Inc., Affiliated Services,
Inc., and Amber Capital, Inc. dated as of April 8, 1997. Incorporated by
reference to the Company's Current Report on Form 8-K filed with the
Commission on April 17, 1997.
Amended Exchange Agreement dated April 11, 1997 by and among LottoWorld,
Inc., Affiliated Services, Inc., and Amber Capital, Inc. Incorporated by
reference to the Company's Current Report on Form 8-K filed with the
Commission on April 17, 1997.
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<PAGE>
Signature
After reasonable inquiry and to the beast of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LottoWorld, Inc.
April 21, 1997 s/ Stuart Dubow
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Date Signature
Stuart Dubow, Chief Financial Officer
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Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omission of fact constitute
Federal criminal violations
(See 18 U.S.C. 1001)
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