SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 March 31, 1997. 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:
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.
On April 28, 1997, the Company sold, in a private placement, Series B
Convertible Preferred stock, with an aggregate amount of $500,000.
-2-
<PAGE>
The following table sets forth as of March 31, 1997; (I)an unaudited
condensed consolidated Balance Sheet of the Company; and (ii) the pro-forma
unaudited condensed consolidated Balance Sheet to give effect to the subsequent
transactions:
March 31, 1997 (Unaudited)
------------------------------
Actual Pro-forma
------------ -----------
Current assets
Cash and cash equivalents $ 18,633 $ 768,633
Accounts receivable, net 337,644 337,644
Prepaid expenses 752,731 752,731
Investment, at cost 500,000
------------ -----------
1,109,008 2,359,008
Restricted cash 1,000,020 750,020
Accounts receivable, officers 58,375 58,375
Furniture, fixtures and equipment, net 328,128 328,128
Other assets 26,820 26,820
------------ -----------
$ 2,522,351 $ 3,522,351
============ ===========
Current liabilities:
Current maturities of long-term debt $ 516,667 $ 516,667
Accounts payable 771,701 670,457
Accrued expenses 192,211 192,211
Deferred revenues 332,313 332,313
Dividends payable 25,000 25,000
------------ -----------
1,837,892 1,736,648
Long Term Debt, less current maturities 4,216 4,216
Redeemable convertible preferred stock 1,000,020 750,020
Shareholders' equity
Preferred stock - 500,000
Common stock 6,414 7,437
Additional paid-in capital 12,766,621 13,616,842
Accumulated deficit (13,058,735) (13,058,735)
Less treasury stock (34,077) (34,077)
------------ ------------
(319,777) 1,031,467
------------ ------------
$ 2,522,351 $ 3,522,351
============ ============
-3-
<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 30, 1997
-4-