LOTTOWORLD INC
8-K, 1997-04-23
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): April 22, 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

      The Company is filing a Current  Report on Form 8-K to  summarize  all the
transactions  to equity  which have  occurred  subsequent  to December 31, 1996.
These  transactions  of the Company,  some of which were  itemized in the Annual
Report on Form 10-KSB for the year ended December 31, 1996 are:

      In January 1997 the Company exchanged 56,000 shares of its common stock in
payment of rent on its executive  offices for a period of four months.  The rent
for this period would be $56,000.  In a series of transactions with individuals,
the Company sold 178,188  shares of the Company's  common stock for an aggregate
amount of $163,000.  In March 1997, the Company  exchanged 200,000 shares of its
common stock for printing services worth an estimated $101,000.

      On April 9, 1997,  the  Company  acquired  4,000,000  shares of the common
stock of Sound Money Investors,  Inc.  ("SMI")with a market value of $500,000 in
exchange for 516,129 shares of common stock of the Company.

      Holders of 41,667 shares of the Company's Series A Redeemable  Convertible
Preferred Stock(with a redeemable value of $250,000) converted those shares into
307,052 shares of the common stock, $.001 par value per share, of the Company.

      The following  table sets forth at December 31, 1996; (i) the total assets
and the capitalization of the Company; and (ii) the pro-forma  capitalization to
give effect to the subsequent transactions:

                                                       December 31, 1996
                                                -------------------------------
                                                     Actual          Pro-forma
                                                ------------       ------------
Total assets                                    $  2,436,000       $  3,140,700
 
Long-Term Debt, less current maturities                8,000              8,000

Redeemable convertible preferred stock             1,000,000            750,000

Common Shareholders' Equity
      Common stock                                     6,100              7,400
      Additional paid-in capital                  12,492,000         13,560,900
      Accumulated deficit                        (12,248,300)       (12,248,300)
      Less, treasury stock                           (34,100)           (34,100)
                                                ------------       ------------
                                                $    215,700       $  1,285,900
                                                ============       ============







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<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the Securities and 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:   April 23, 1997




































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