As filed with the Securities and Exchange Commission
                               on January 6, 1997

                              Registration No 333-

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

                       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                34102
  (Address of Principal Executive Offices)                 (Zip Code)
                             ______________________

             LottoWorld, Inc. 1997 Employee and Vendor Stock Program
                            (Full Title of the Plan)
                             ______________________

                            James D. Cullen, Esquire
                               2150 Goodlette Road
                              Naples, Florida 34102
                                 (941) 434-8405
 (Name Address and Telephone Number, Including Area Code, of Agent for Service)
                             ______________________

<TABLE>
<CAPTION>
                        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
-------------------    ----------       --------------      --------------    ------------
<S>                     <C>              <C>                <C>                <C>  
 Common Stock,
$.001 par value          252,500           $1.25                $ 315,625      $ 95.65
------------------------------------------------------------------------------------------
(1)        Computed on the basis of the price at which stock of the same class was sold
           on January 3, 1997, 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 52,500 shares of the Company's Common Stock,
par value $.001 per share (the "Common Stock"), in connection with the Company's
1997 Employee and Consultant  Stock Bonus Program and 200,000 shares to a vendor
of the Company in lieu of a cash payment.

                                     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 and Form 10-KSB/A 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 Quarterly Reports on Form 10-QSB for the quarters ended March
      31, 1996, June 30, 1996 and September 30, 1996.

      Any  statement  contained in any document ,  incorporated  or deemed to be
incorporated  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.

                                        2

<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.





                                        3


<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,  hereunto  duly
authorized,  in the City of  Naples  and  State of  Florida,  on this 6th day of
January 1997.

                                         LottoWorld, Inc.
                                         Registrant



                                       By /s/Dennis B. Schroeder
                                         ---------------------------  
                                         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           January 6, 1997
----------------------        Chief Executive Officer
Dennis B. Schroeder           (principal executive officer)


/s/ A. Richard Holman         Director and President           January 6, 1997
----------------------
A. Richard Holman


/s/ James D. Cullen           Director                         January 6, 1997
-----------------------
James D. Cullen


s/ Stuart Dubow               Senior Vice President and        January 6, 1997
------------------------      Chief Financial Officer       
Stuart Dubow                  (principal accounting officer)
                              




                                        4


<PAGE>







                                  EXHIBIT INDEX


Exhibit Number     Exhibit
--------------     -------

      5            Opinion of James D. Cullen, Esquire


     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": "LOTTOWORLD, INC. REGISTRATION STATEMENT", "secsgml_size_bytes": 11584}]
{"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": "333-19287", "film-number": "97501401"}, "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 January 6, 1997

                              Registration No 333-

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

                       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                34102
  (Address of Principal Executive Offices)                 (Zip Code)
                             ______________________

             LottoWorld, Inc. 1997 Employee and Vendor Stock Program
                            (Full Title of the Plan)
                             ______________________

                            James D. Cullen, Esquire
                               2150 Goodlette Road
                              Naples, Florida 34102
                                 (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          252,500           $1.25                $ 315,625      $ 95.65
------------------------------------------------------------------------------------------
(1)        Computed on the basis of the price at which stock of the same class was sold
           on January 3, 1997, 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 52,500 shares of the Company's Common Stock,
par value $.001 per share (the "Common Stock"), in connection with the Company's
1997 Employee and Consultant  Stock Bonus Program and 200,000 shares to a vendor
of the Company in lieu of a cash payment.

                                     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 and Form 10-KSB/A 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 Quarterly Reports on Form 10-QSB for the quarters ended March
      31, 1996, June 30, 1996 and September 30, 1996.

      Any  statement  contained in any document ,  incorporated  or deemed to be
incorporated  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.

                                        2
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.

                                        3
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,  hereunto  duly
authorized,  in the City of  Naples  and  State of  Florida,  on this 6th day of
January 1997.

                                         LottoWorld, Inc.
                                         Registrant

                                       By /s/Dennis B. Schroeder
                                         ---------------------------  
                                         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           January 6, 1997
----------------------        Chief Executive Officer
Dennis B. Schroeder           (principal executive officer)

/s/ A. Richard Holman         Director and President           January 6, 1997
----------------------
A. Richard Holman

/s/ James D. Cullen           Director                         January 6, 1997
-----------------------
James D. Cullen

s/ Stuart Dubow               Senior Vice President and        January 6, 1997
------------------------      Chief Financial Officer       
Stuart Dubow                  (principal accounting officer)
                              

                                        4
EXHIBIT INDEX

Exhibit Number     Exhibit
--------------     -------

      5            Opinion of James D. Cullen, Esquire

     23.1          Consent of McGladrey and Pullen, LLP

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

                                           5