LOTTOWORLD INC
8-K, 1997-06-25
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K




                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934



         Date of Report (Date of Earliest Event Reported): June 18, 1997



                                LOTTOWORLD, INC.
             (Exact Name of Registrant as Specified in its Charter)



                                     FLORIDA
                 (State or Other Jurisdiction of Incorporation)


             0-25624                                    65-0399794
      (Commission File No.)                  (IRS Employer Identification No.)

                                                                            
  Suite 200, 2150 Goodlette Road, Naples, Florida          34102
     (Address of Principal Executive Offices)            (Zip Code)


                                 (941) 643-1677
              (Registrant's Telephone Number, Including Area Code)




<PAGE>



Item 5.  Other Events

         On June 18, 1997,  the  Company's  securities  were  delisted  from the
Nasdaq  SmallCap  Market  for  failure  to meet the  listing  requirements.  The
Company's securities are now listed on the OTC Bulletin Board.

         The Company has temporarily  suspended all operations pertaining to the
publication of its  magazines,  terminated or laid-off 30 employees and does not
have the capital to resume publication.  The Company is negotiating with several
potential investors, but there is no assurance that the necessary capital can be
raised.


Item 7.   Financial Statements, Pro-forma Financial Information and Exhibits

    (A)   Financial Statements of Business Acquired

            None

    (B)   Pro-forma Financial Information

            None

    (C)   Exhibits

    99.1  Press release dated May 20, 1997 issued by the  Company  stating  that
          LottoWorld is seeking additional capital.

    99.2  Press  release  dated June 6, 1997  issued by the  Company  announcing
          lay-offs  of  personnel  and that the  Company is  continuing  to seek
          additional capital.

    99.3  Press release dated June 18, 1997 issued by the Company  informing the
          public  that the  Company's  securities  are no  longer  traded on the
          Nasdaq SmallCap Market, but are traded on the OTC Bulletin Board.

                                   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 hereunto duly authorized.

                                     LOTTOWORLD, INC.
 
                                     By: s/Stuart Dubow
                                        ---------------------------
                                         Stuart Dubow
                                         Chief Financial Officer
                                          and Senior Vice President

Date: June 24, 1997



                                      -2-


LOTTO     America's Lottery Magazine
WORLD
                                             http://www.Lottoworldmagazine.com
                                             Corporate and Publishing
                                             2150 Goodlette Road          
                                             Suite 200                   
                                             Naples, FL 34102            
FOR IMMEDIATE RELEASE                        (941) 643-1677 Phone        
                                             (941 ) 643-6670 Fax         
                                             (941) 263-0809 Editorial Fax
                                             (800) 223-6814 Toll Free    
                                             
                                             Advertising          
                                             420 Lexington Avenue
                                             Suite 2147          
                                             New York, NY 10170  
                                             (2t2) 634-4455 Phone
                                             (212) 634-4566 Fax  
                                             

                             LOTTOWORLD, INC., SEEKS
                               ADDITIONAL CAPITAL


NAPLES,  FLORIDA,  May 20, 1997 -- LottoWorld,  Inc. (NASDAQ:  LTTO),  announced
today  in its  Form  10-QSB  for the  period  ending  March  31,  1997,  that an
additional  capital  investment  will be  required  by the Company or it will be
necessary to  substantially  reduce its  operations  past May 1997.  The Company
attributes  its need for  additional  capital  primarily  as a result of lagging
advertising  revenue  associated  with  its New  York  Lottery  Players  Monthly
magazine.  The Company  further  reported that although it can not assure that a
transaction  will be  completed,  it is currently in the process of  negotiating
additional  capital  investments with several firms. In the event the Company is
unable secure additional  capital,  it will be delisted from the NASDAQ SmallCap
Market and will be traded on the OTC Bulletin Board Market.

LottoWorld, Inc., through its Lottery Players Publishing Company subsidiary, now
has exclusive contracts to publish magazines in conjunction with state lotteries
in New York, Georgia,  Virginia,  West Virginia and Nebraska totaling a combined
2,550,000 copies per issue.

The Company also announced  today that Allen Gutwirth has been named Director of
Advertising  for its New York Lottery  Players  Monthly  magazine.  The New York
Lottery Player's Monthly magazine is the seventh largest controlled  circulation
magazine in the United States.

Gutwirth joins  LottoWorld's  New York office from Elaine Lewis,  Ltd., where he
was  a  senior  vice  president  of  sales,   marketing  and  public  relations.
Previously, Gutwirth, a native New Yorker, was associated with Beefsteak Charlie
and Bombay  Palace  companies in charge of  advertising,  public  relations  and
marketing for their subsidiary restaurants.

CONTACT:   James   D.   Cullen,   Investor   Relations.    (800)   223-6814   or
           [email protected]

LOTTO     America's Lottery Magazine
WORLD

                                             http://www.Lottoworldmagazine.com
                                             Corporate and Publishing
                                             2150 Goodlette Road          
                                             Suite 200                   
                                             Naples, FL 34102            
FOR IMMEDIATE RELEASE                        (941) 643-1677 Phone        
                                             (941 ) 643-6670 Fax         
                                             (941) 263-0809 Editorial Fax
                                             (800) 223-6814 Toll Free    
           LOTTOWORLD, INC., ANNOUNCES
         IOWA LOTTERY MAGAZINE AGREEMENT
                AND LAY-OFFS                 Advertising          
                                             420 Lexington Avenue
                                             Suite 2147          
                                             New York, NY 10170  
                                             (2t2) 634-4455 Phone
                                             (212) 634-4566 Fax  



NAPLES,  FLORIDA,  June 6, 1997 -- LottoWorld,  Inc.  (NASDAQ:  LTTO), a leading
publisher of  lottery-related  magazines,  announced today that its wholly owned
subsidiary,  Lottery Players Publishing  Company,  Inc., has signed an exclusive
agreement  with the Iowa  Lottery to publish a new  magazine,  the Iowa  Lottery
Players Digest.  The agreement,  following similar  agreements with the Georgia,
Nebraska,  and Virginia state lotteries in 1997, marks the company's forth major
publishing milestone this year.

Specifically tailored for the Iowa Lottery, the Iowa Lottery Players Digest will
boast an initial  circulation  of 300,000 copies per issue and will be available
at over 3,000 Iowa lottery ticket outlets statewide.

The new  48-page,  four-color  magazine  will  offer  information  about new and
existing  Iowa  Lottery  games,  profiles  of  lottery  winners,   second-chance
drawings,  special  lottery  promotions and updates on lottery  revenues and how
proceeds aid  education  and the  environment  in Iowa.  It will be dedicated to
serving the needs of players and to provide an effective  method to  communicate
the many  benefits to the citizens of Iowa that come from lottery  contributions
to the state.

      The Company also announced  today that it is continuing to seek additional
capital to fund current and future  operations  and that it is in the process of
negotiating capital investments with several firms. The Company further reported
that because it can not assure that a  transaction  will be completed  and in an
effort to conserve  available  capital,  it was  implementing  the lay-off of 12
employees.

CONTACT:   Jaines   D.   Cullen.   Investor   Relations.   (800)   223-6814   or
          [email protected]




FOR IMMEDIATE RELEASE

                        LOTTOWORLD, INC., ANNOUNCES
                   OTC BULLETIN BOARD MARKET TRADING AND
               CALIFORNIA LOTTERY MAGAZINE INVITATION TO BID

NAPLES,  FLORIDA, June 18, 1997 -- LottoWorld,  Inc. (LTTO), a leading publisher
of  lottery-related  magazines,  announced  that  beginning  today,  open market
trading of its common stock will be conducted on the  Over-the-Counter  Bulletin
Board  Market  and that its  common  stock  will no longer be traded on the NASD
SmallCap Market. The ticker symbol for the Company will remain LTTO.

Following  last weeks  announcement  that its wholly owned  subsidiary,  Lottery
Players  Publishing  Company,  Inc., had signed an exclusive  agreement with the
Iowa Lottery to publish  300,000  copies per issue of a new  magazine,  the Iowa
Lottery Players Digest, the Company reported that it has responded to a bid from
the California  Lottery to publish a minimum of 1,800,000  copies per month of a
California Lottery Digest magazine under an exclusive  contract.  It is expected
that the  California  Lottery  will award this  contract to the  winning  bidder
within 90 days.

The  Company  also  announced  today that it is  continuing  to seek  additional
capital to fund current and future  operations  and that it is in the process of
negotiating capital investments with several firms. The Company further reported
that because it can not assure that a  transaction  will be completed  that will
continue every effort to conserve available capital.

CONTACT:   James   D.   Cullen,   Investor   Relations,    (941)   643-1677   or
           [email protected]












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