As filed with the Securities and Exchange Commission
                               on October 10, 1996

                              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. Key Employee and Consultant Stock Option 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        750,000         $1.625          $1,218,750         $ 420.26
--------------------------------------------------------------------------------------------
(1)     Computed  on the basis of the price at which stock of the same class was
        sold on October 3, 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  750,000  shares of the Company's  Common
Stock,  par value $.001 per share (the "Common  Stock"),  in connection with the
Company's Amended Stock Option Plan.

                                     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 and June 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

           (iiito 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 9th day of
October, 1996.

                                          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        October 9, 1996
Dennis B. Schroeder           Chief Executive Officer
                              (principal executive officer)

/s/ A. Richard Holman
----------------------        Director and President        October 9, 1996
A. Richard Holman

/s/ James D. Cullen
----------------------        Director                      October 9,, 1996
James D. Cullen

/s/ Stuart Dubow
----------------------        Senior Vice President and     October 9, 1996
Stuart Dubow                  Chief Financial Officer
                              (principal accounting officer)











                                        4


<PAGE>







                                  EXHIBIT INDEX


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

         5          Opinion of James D. Cullen, Esquire

        10.30       Form of Option


        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 FORM S-8 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": "333-13865", "film-number": "96641896"}, "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 October 10, 1996

                              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. Key Employee and Consultant Stock Option 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        750,000         $1.625          $1,218,750         $ 420.26
--------------------------------------------------------------------------------------------
(1)     Computed  on the basis of the price at which stock of the same class was
        sold on October 3, 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  750,000  shares of the Company's  Common
Stock,  par value $.001 per share (the "Common  Stock"),  in connection with the
Company's Amended Stock Option Plan.

                                     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 and June 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

           (iiito 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 9th day of
October, 1996.

                                          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        October 9, 1996
Dennis B. Schroeder           Chief Executive Officer
                              (principal executive officer)

/s/ A. Richard Holman
----------------------        Director and President        October 9, 1996
A. Richard Holman

/s/ James D. Cullen
----------------------        Director                      October 9,, 1996
James D. Cullen

/s/ Stuart Dubow
----------------------        Senior Vice President and     October 9, 1996
Stuart Dubow                  Chief Financial Officer
                              (principal accounting officer)

                                        4
EXHIBIT INDEX

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

         5          Opinion of James D. Cullen, Esquire

        10.30       Form of Option

        23.1        Consent of McGladrey and Pullen, LLP

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

                                        5