LOTTOWORLD INC
10KSB/A, 1997-04-15
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[x]   ANNUAL 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

                         Commission file number: 0-25624

                                LOTTOWORLD, INC.
                 (Name of small business issuer in its charter)

                 Florida                                 65-0399794
      (State or other jurisdiction of         (IRS Employer Identification No.)
      Incorporation or organization)

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

Issuer's Telephone number: (941) 643-1677

Securities registered under 12 (b) of the Exchange Act:          None
Securities registered under Section 12(g) of the Exchange Act:   Common Stock 
                                                                 $.001 par value
                                                         The Nasdaq Stock Market

   
Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 
                                                              ---   ---
    
Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]


The Registrant's operating revenues for its most recent year were:  $ 902,336

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant,  based on the  average of the  closing  bid and asked  prices of the
Registrant's  Common  Stock in the  over-the-counter  market as  reported by the
Nasdaq Stock  Market,  Inc. on March 21, 1997,  was  approximately  $ 3,792,442.
Shares of voting  stock held by each officer and director and by each person who
owns 5% or more of the outstanding  voting stock have been excluded in that such
persons may be deemed to be affiliates. The determination of affiliate status is
not necessarily conclusive.

As of March 21, 1997,  6,609,541 shares of Common Stock,  $.001 par value,  were
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
None

                           LOCATION OF EXHIBIT INDEX

The index of exhibits is contained in Part IV herein on page number 15.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT:    YES    NO X
                                                     ---   ---



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