As filed with the Securities and Exchange Commission
                                 on May 17, 1996

                              Registration No. 33-

- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                           --------------------------

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

                           --------------------------

           Delaware                                   65-0399794
  (State or Other Jurisdiction of           (IRS Employer Identification No.)
        Incorporation)

  2150 Goodlette Road, Suite 200, Naples Florida                33940
  (Address of Principal Executive Offices)                   (Zip Code)

                           --------------------------

                          Consulting Service Agreements
                            (Full Title of the Plan)

                           --------------------------

                            James D. Cullen, Esquire
                               2150 Goodlette Road
                              Naples, Florida 33940
                                 (941) 434-8405
 (Name Address and Telephone Number, Including Area Code, of Agent for Service)

                            ------------------------

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                         Proposed           Proposed
                           Amount         Maximum            Maximum        Amount of
Title of Securities         to be      Offering Price       Aggregate     Registration
to be Registered         Registered     Per Share (1)     Offering Price       Fee
- ----------------------   ----------    -------------      --------------    ---------
<S>                      <C>           <C>                <C>               <C>  
 Common Stock,
$.001 par value            800,000         $1.25            $1,000,000       $ 344.83
- --------------------------------------------------------------------------------------------
(1)        Computed on the basis of the price at which stock of the same class was sold on
           May 15, 1996, pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
           solely for the purpose of calculation the amount of the registration fee.
</TABLE>




<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1B.             SECURITIES TO BE OFFERED.

           The Company hereby  registers  800,000 shares of the Company's Common
Stock,  par value  $.001 per share (the  "Common  Stock"),  in  connection  with
contracts with certain vendors to provide promotional services to the Company.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

           The  following  documents  heretofore filed  with the Commission  by
LottoWorld, Inc. (File No. 0-25624) are incorporated by reference in this
registration  statement:

1          LottoWorld, Inc.'s Annual Report on Form 10-KSB for the year ended
           December 31, 1995.
2.         The  description  of  LottoWorld,  Inc.'s  common  stock set forth as
           Exhibit 3.1  Certificate of  Incorporation  of the  Registrant,  with
           amendments to the Registration  Statement on Form SB-2 filed with the
           Securities and Exchange Commission on January 17, 1995.
3.         LottoWorld's Quaterly Report on Form 10-QSB for the quarter ended
           March 31, 1996.

           Any statement  contained in any document ,  incorporated or deemed to
be  incorporated  by, by  reference  herein  shall be deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
statement.  Except as so modified or  superseded,  such  statement  shall not be
deemed to constitute a part of this Registration Statement

ITEM 4.    DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           James D.  Cullen,  Esquire,  who is a director  of the  Company,  has
performed and continues to perform significant legal services for the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Information  regarding  indemnification  of Directors and Officers is
incorporated by reference to the Company's  Registration  Statement on Form SB-2
filed with the Securities and Exchange Commission on January 17, 1995.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8.    EXHIBITS.

           The Exhibit Index immediately  preceding the exhibits is incorporated
by reference.


<PAGE>
ITEM 9.    UNDERTAKINGS.

(a)        The undersigned Registrant hereby undertakes:

           (1) To file,  during any period in which  offers or sales are made, a
post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) to  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

              (iii) to include any material information with respect to the plan
of distribution not previously  disclosed in this Registration  Statement or any
material change to such information in this Registration Statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

           (2) That,  for the purposes of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

(b) The  undersigned  Registrant  hereby  undertakes  that,  for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>





                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Naples and State of Florida, on this xxth day of May,
1996.

                                   LottoWorld, Inc.
                                   Registrant
 
                                       /s/ Dennis B. Schroeder
                                   By -----------------------------------
                                       Dennis B. Schroeder
                                       Chairman and Chief Executive Officer

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signatures                  Title                                   Date
- ----------                  -----                                   ----

/s/Dennis B. Schroeder
- -------------------          Director, Chairman and              May 16, 1996
Dennis B. Schroeder          Chief Executive Officer
                             (principal executive officer)
/s/A. Richard Holman
- ------------------           Director and President              May 16, 1996
A. Richard Holman

/s/James D. Cullen
- -----------------            Director                            May 16, 1996
James D. Cullen

/s/Stuart Dubow
- ----------------             Senior Vice President and           May 16, 1996
Stuart Dubow                 Chief Financial Officer
                             (principal accounting officer)





<PAGE>




                                  EXHIBIT INDEX

Exhibit Number     Exhibit

        5          Opinion of James D. Cullen, Esquire

        10.28      Form of Agreement dated as of March 31, 1996 between the
                   Company and Aurora Holdings, Inc., Investor Resources
                   Services, Inc., Ocean Marketing Corp., and Pyramid Holdings,
                   Inc. for Public Relations and Other Matters

        23.1       Consent of McGladrey and Pullen, LLP


        23.2       Consent of James D. Cullen, Esquire (included in Exhibit 5)





                                        5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 11581}]
{"company-data": {"conformed-name": "LOTTOWORLD INC", "cik": "0000928403", "assigned-sic": "2721", "irs-number": "650399794", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03931", "film-number": "96569001"}, "business-address": {"street1": "2150 GOODLETTE RD STE 200", "city": "NAPLES", "state": "FL", "zip": "33940", "phone": "9416431677"}, "mail-address": {"street1": "2150 GOODLETTE RD", "street2": "STE 200", "city": "NAPLES", "state": "FL", "zip": "33940"}, "former-company": {"former-conformed-name": "DYNAMIC WORLD DISTRIBUTORS INC", "date-changed": "19950123"}}
As filed with the Securities and Exchange Commission
                                 on May 17, 1996

                              Registration No. 33-

- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                           --------------------------

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

                           --------------------------

           Delaware                                   65-0399794
  (State or Other Jurisdiction of           (IRS Employer Identification No.)
        Incorporation)

  2150 Goodlette Road, Suite 200, Naples Florida                33940
  (Address of Principal Executive Offices)                   (Zip Code)

                           --------------------------

                          Consulting Service Agreements
                            (Full Title of the Plan)

                           --------------------------

                            James D. Cullen, Esquire
                               2150 Goodlette Road
                              Naples, Florida 33940
                                 (941) 434-8405
 (Name Address and Telephone Number, Including Area Code, of Agent for Service)

                            ------------------------

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed           Proposed
                           Amount         Maximum            Maximum        Amount of
Title of Securities         to be      Offering Price       Aggregate     Registration
to be Registered         Registered     Per Share (1)     Offering Price       Fee
- ----------------------   ----------    -------------      --------------    ---------
Common Stock,
$.001 par value            800,000         $1.25            $1,000,000       $ 344.83
- --------------------------------------------------------------------------------------------
(1)        Computed on the basis of the price at which stock of the same class was sold on
           May 15, 1996, pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
           solely for the purpose of calculation the amount of the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1B.             SECURITIES TO BE OFFERED.

           The Company hereby  registers  800,000 shares of the Company's Common
Stock,  par value  $.001 per share (the  "Common  Stock"),  in  connection  with
contracts with certain vendors to provide promotional services to the Company.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

           The  following  documents  heretofore filed  with the Commission  by
LottoWorld, Inc. (File No. 0-25624) are incorporated by reference in this
registration  statement:

1          LottoWorld, Inc.'s Annual Report on Form 10-KSB for the year ended
           December 31, 1995.
2.         The  description  of  LottoWorld,  Inc.'s  common  stock set forth as
           Exhibit 3.1  Certificate of  Incorporation  of the  Registrant,  with
           amendments to the Registration  Statement on Form SB-2 filed with the
           Securities and Exchange Commission on January 17, 1995.
3.         LottoWorld's Quaterly Report on Form 10-QSB for the quarter ended
           March 31, 1996.

           Any statement  contained in any document ,  incorporated or deemed to
be  incorporated  by, by  reference  herein  shall be deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
statement.  Except as so modified or  superseded,  such  statement  shall not be
deemed to constitute a part of this Registration Statement

ITEM 4.    DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           James D.  Cullen,  Esquire,  who is a director  of the  Company,  has
performed and continues to perform significant legal services for the Company.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Information  regarding  indemnification  of Directors and Officers is
incorporated by reference to the Company's  Registration  Statement on Form SB-2
filed with the Securities and Exchange Commission on January 17, 1995.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8.    EXHIBITS.

           The Exhibit Index immediately  preceding the exhibits is incorporated
by reference.
ITEM 9.    UNDERTAKINGS.

(a)        The undersigned Registrant hereby undertakes:

           (1) To file,  during any period in which  offers or sales are made, a
post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

              (ii) to  reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

              (iii) to include any material information with respect to the plan
of distribution not previously  disclosed in this Registration  Statement or any
material change to such information in this Registration Statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

           (2) That,  for the purposes of  determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

(b) The  undersigned  Registrant  hereby  undertakes  that,  for the purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Naples and State of Florida, on this xxth day of May,
1996.

                                   LottoWorld, Inc.
                                   Registrant
 
                                       /s/ Dennis B. Schroeder
                                   By -----------------------------------
                                       Dennis B. Schroeder
                                       Chairman and Chief Executive Officer

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signatures                  Title                                   Date
- ----------                  -----                                   ----

/s/Dennis B. Schroeder
- -------------------          Director, Chairman and              May 16, 1996
Dennis B. Schroeder          Chief Executive Officer
                             (principal executive officer)
/s/A. Richard Holman
- ------------------           Director and President              May 16, 1996
A. Richard Holman

/s/James D. Cullen
- -----------------            Director                            May 16, 1996
James D. Cullen

/s/Stuart Dubow
- ----------------             Senior Vice President and           May 16, 1996
Stuart Dubow                 Chief Financial Officer
                             (principal accounting officer)
EXHIBIT INDEX

Exhibit Number     Exhibit

        5          Opinion of James D. Cullen, Esquire

        10.28      Form of Agreement dated as of March 31, 1996 between the
                   Company and Aurora Holdings, Inc., Investor Resources
                   Services, Inc., Ocean Marketing Corp., and Pyramid Holdings,
                   Inc. for Public Relations and Other Matters

        23.1       Consent of McGladrey and Pullen, LLP

        23.2       Consent of James D. Cullen, Esquire (included in Exhibit 5)

                                        5