SC 13E3/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13E-3

TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE

SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER

Amendment No. 2

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.

(Name of the Issuer)

International Lottery & Totalizator Systems, Inc.

Delaware International Lottery & Totalizator Systems, Inc.

Berjaya Lottery Management (H.K.) Limited

(Name of Persons Filing Statement)

Common stock, no par value per share

(Title of Class of Securities)

459824-20-7

(CUSIP Number of Class of Securities)

International Lottery & Totalizator Systems, Inc.

2310 Cousteau Court

Vista, California 92081-8346

Attention: Jeffrey M. Johnson

(760) 598-1655

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copy to:

Paul D. Broude, Esq.

Peter D. Fetzer

Corey J. Sheahan

Foley & Lardner LLP

111 Huntington Avenue

Boston, Massachusetts 02199-7610

(617) 342-4000

This statement is filed in connection with (check the appropriate box):

a.  x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b.  ¨ The filing of a registration statement under the Securities Act of 1933.

c.  ¨ A tender offer.

d.  ¨ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$4,944,517.06	$636.85

* Estimated maximum price to be paid in lieu of fractional share interests to persons holding less than one whole share of common stock after the consummation of the proposed reverse stock split.

** Determined pursuant to Rule 0-11(b)(1) as $4,944,517.06 multiplied by 0.0001288.

x Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$636.85	Filing Party:	International Lottery & Totalizator Systems, Inc.
Form or Registration No.:	005-54291	Date Filed:	January 31, 2014

INTRODUCTION

This Amendment No. 2 to Rule 13e-3 Transaction Statement, together with the exhibits hereto (the “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) by International Lottery & Totalizator Systems, Inc., a California corporation (the “Corporation”), Delaware International Lottery & Totalizator Systems, Inc., a Delaware corporation (“ILTS DE”), and Berjaya Lottery Management (H.K.) Limited (“Berjaya” and, together with the Corporation and ILTS DE, the “Filing Persons”).

This Transaction Statement relates to the proposed reincorporation of the Corporation from California to Delaware by means of a merger with and into ILTS DE (the “Reincorporation”) and a subsequent amendment to ILTS DE's certificate of incorporation to effect a 9,245,317-for-1 reverse stock split (the “Reverse Stock Split”) on outstanding shares of common stock.  As a result of the Reincorporation and the Reverse Stock Split, Berjaya, the holder of 71.3% of the Corporation’s outstanding common stock, no par value, as of the date hereof will be the sole shareholder of ILTS DE.  Promptly thereafter, ILTS DE, as successor to the Corporation, will terminate its registration and reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Corporation’s board of directors approved the Reincorporation and the Reverse Stock Split at a special telephonic meeting on January 8, 2014 and Berjaya approved the Reincorporation and the Reverse Stock Split by written consent on January 9, 2014.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC Amendment No. 2 to a preliminary information statement (the “Information Statement”) under Regulation 14C of the Exchange Act relating to the Reincorporation and the Reverse Stock Split.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Information Statement, including all appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Information Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Information Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Information Statement is in preliminary form and is subject to completion or further amendment. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Information Statement.

TRANSACTION STATEMENT

Item 1. Summary Term Sheet.

The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Summary Term Sheet”

Item 2. Subject Corporation Information.

(a) Name and Address: The Corporation’s name and the address and telephone number of its principal executive offices are as follows:

International Lottery & Totalizator Systems, Inc.

2310 Cousteau Court

Vista, California 92081

(760) 598-1655

(b) Securities: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Security Ownership of Certain Beneficial Owners and Management”

“Market and Market Price of Our Common Stock”

(c) Trading Market and Price: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market and Market Price of Our Common Stock”

(d) Dividends: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market and Market Price of Our Common Stock”

(e) Prior Public Offerings: Not Applicable

(f) Prior Stock Purchases: Not Applicable

Item 3. Identity and Background of Filing Person.

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons:  The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Reincorporation of the Corporation from California to Delaware—Questions and Answers concerning the Reincorporation”

“Security Ownership of Certain Beneficial Owners and Management”

Appendix F

Item 4. Terms of the Transaction.

(a) Material Terms:  The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Overview”

“Special Factors—Principal Reasons for the Reverse Stock Split”

“Special Factors—Effect of the Reverse Stock Split on Cashed-Out Shareholders”

“Reincorporation of the Corporation from California to Delaware—Reincorporation—Overview”

“Reincorporation of the Corporation from California to Delaware—Reincorporation—Principal Reasons for the Reincorporation”

(c) Different Terms: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Overview”

“Special Factors—Effect of the Reverse Stock Split on Cashed-Out Shareholders”

(d) Appraisal Rights: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Reincorporation of the Corporation from California to Delaware—Reincorporation—No Appraisal Rights”

“Amendment of the Certificate of Incorporation to Effect the Reverse Stock Split—Effecting the Reverse Stock Split—No Appraisal Rights”

(e) Provisions for Unaffiliated Security Holders: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Special Factors—No Unaffiliated Shareholder Approval Requirement or Special Provisions for Access to Corporate Files”

(f) Eligibility for Listing or Trading: Not Applicable

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a)-(c) Transactions; Significant Corporate Events; Negotiations or Contacts: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”

“Index to Financial Statements—Related Party Transactions”

(e) Agreements Involving the Subject Corporation’s Securities: Not Applicable

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Amendment of the Certificate of Incorporation to Effect the Reverse Stock Split—Effecting the Reverse Stock Split—Amendment to Delaware Certificate”

(c)(1)-(8) Plans: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors”

“Reincorporation of the Corporation from California to Delaware—Reincorporation”

“Amendment of the Certificate of Incorporation to Effect the Reverse Stock Split—Effecting the Reverse Stock Split”

Item 7. Purposes, Alternatives, Reasons and Effects.

(a) Purposes: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Purpose and Alternatives of the Reverse Stock Split”

“Special Factors—Principal Reasons for the Reverse Stock Split”

“Reincorporation of the Corporation from California to Delaware—Reincorporation—Principal Reasons for the Reincorporation”

(b) Alternatives: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Special Factors—Purpose and Alternatives of the Reverse Stock Split”

(c) Reasons: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Principal Reasons for the Reverse Stock Split”

“Reincorporation of the Corporation from California to Delaware—Reincorporation—Principal Reasons for the Reincorporation”

(d) Effects: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Overview”

“Special Factors—Effect of the Reverse Stock Split on Officers, Directors, and Affiliates”

“Special Factors—Effect of the Reverse Stock Split on our Cashed-Out Shareholders”

“Reincorporation of the Corporation from California to Delaware—Reincorporation—Overview”

“Reincorporation of the Corporation from California to Delaware—Reincorporation—Certain Material U.S. Federal Income Tax Considerations of the Reincorporation”

“Amendment of the Certificate of Incorporation to Effect the Reverse Stock Split—Effecting the Reverse Stock Split— Certain Material U.S. Federal Income Tax Considerations of the Reverse Stock Split”

Item 8. Fairness of the Transaction.

(a)-(b) Fairness; Factors Considered in Determining Fairness: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Fairness of the Reverse Stock Split to Cashed-Out Shareholders”

“Special Factors—Fairness Opinion of Financial Advisor”

Appendix D

(c)-(d) Approval of Security Holders; Unaffiliated Representative: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Special Factors—No Unaffiliated Shareholder Approval Requirement or Special Provisions for Access to Corporate Files”

(e) Approval of Directors: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Principal Reasons for the Reverse Stock Split”

“Special Factors—Fairness of the Reverse Stock Split to Cashed-Out Shareholders”

(f) Other Offers: Not Applicable

Item 9. Reports, Opinions, Appraisals and Negotiations.

(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal: The information set forth in the Information Statement under the following captions is incorporated herein by reference:

“Special Factors—Background”

“Special Factors—Fairness Opinion of Financial Advisor”

“Special Factors—Valuation Analysis of Duff & Phelps”

Appendix D

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Corporation during its regular business hours.

Item 10. Source and Amounts of Funds or Other Consideration.

(a) Source of Funds: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Amendment of the Certificate of Incorporation to Effect the Reverse Stock Split—Effecting the Reverse Stock Split— Expenses”

(b) Conditions: None

(c) Expenses: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Amendment of the Certificate of Incorporation to Effect the Reverse Stock Split—Effecting the Reverse Stock Split— Expenses”

(d) Borrowed Funds: Not Applicable

Item 11. Interest in Securities of the Subject Corporation.

(a) Securities Ownership: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions: None

Item 12. The Solicitation or Recommendation.

(d)-(e) Intent to Tender or Vote in a Going-Private Transaction; Recommendations of Others: Not Applicable

Item 13. Financial Statements.

(a) Financial Information: The information set forth in the Information Statement under the following caption is incorporated herein by reference:

“Market and Market Price of Our Common Stock”

“Index to Financial Statements”

(b) Pro Forma Information: Not Applicable

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a)-(b) Solicitations or Recommendations; Employee and Corporate Assets: Not Applicable

Item 15. Additional Information.

(b) Not Applicable

(c) Other Material Information: The information set forth in the Information Statement, including all appendices thereto, is incorporated herein by reference.

Item 16. Exhibits.

(a) Information Statement of International Lottery & Totalizator Systems, Inc. (incorporated herein by reference to the Schedule 14C filed concurrently with the Securities and Exchange Commission).

(b) Not Applicable.

(c)(1) Initial Valuation Analysis, dated as of November 7, 2013, of Mercer Capital Management, Inc. (incorporated herein by reference to Amendment No. 1 to Schedule 13E-3 filed with the Securities and Exchange Commission on March 25, 2014).

(c)(2) Final Valuation Analysis, dated as of January 8, 2014, of Mercer Capital Management, Inc. (incorporated herein by reference to Amendment No. 1 to Schedule 13E-3 filed with the Securities and Exchange Commission on March 25, 2014).

(c)(3) Fairness Opinion, dated as of January 8, 2014, of Mercer Capital Management, Inc. (incorporated herein by reference to Appendix D to the Schedule 14C filed concurrently with the Securities and Exchange Commission).

(c)(4) Valuation Analysis, dated September 9, 2013, of Duff & Phelps, LLC

(d) Not Applicable.

(f) Not Applicable.

(g) Not Applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 24, 2014

INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
By:	/s/ Siaw Peng Low
Name: Siaw Peng Low
Title: Corporate Secretary

DELAWARE INTERNATIONAL LOTTERY & TOTALIZATOR SYSTEMS, INC.
By:	/s/ Siaw Peng Low
Name: Siaw Peng Low
Title: Corporate Secretary

BERJAYA LOTTERY MANAGEMENT (H.K.) LIMITED
By:	/s/ Chan Kien Sing
Name:   Chan Kien Sing
Title:     Director

	/s/ Chan Kien Sing
Chan Kien Sing

	/s/ Ooi Lee Meng
Ooi Lee Meng

	/s/ Rayvin Yeong Sheik Tan
Rayvin Yeong Sheik Tan

EX-99.(C)(4)

Exhibit 99(c)(4)

Discussion Material  September 9, 2013  The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC.  Confidential - DRAFT

 2  Confidential – DRAFT  Table of Contents  1.Introduction and Scope of Analysis  2.Business Overview  3.Valuation Analysis  a)Discounted Cash Flow Analysis  b)Selected Public Company / Transaction Analysis

Introduction and Scope of Analysis  1.

 4  Confidential – DRAFT  Introduction and Scope of Analysis Background of Engagement  Duff & Phelps has been engaged as an independent financial advisor to International Lottery & Totalizator Systems, Inc. (the “Company”) and its board of directors (the “Board of Directors” solely in its capacity as such) to provide an analysis setting forth an estimate as to a reasonable range of fair value of the Company’s common stock (the “Valuation Analysis”). Duff & Phelps understands that the Company’s management may use and rely on the Valuation Analysis in the context of materials presented to the Board of Directors in connection with any consideration or recommendation of engaging in the Proposed Transaction.   Proposed Transaction  It is Duff & Phelps’ understanding that the Proposed Transaction involves a reverse stock split of the Company’s common stock followed by the redemption for cash consideration (the “Consideration”) by the Company of all resulting fractional shares which will represent all of the shareholdings of the Company’s existing minority shareholders.   Disclaimer  The accompanying material was compiled and prepared on a confidential basis for the sole use of the Company and not with a view toward public disclosure and may not be disclosed, summarized, reproduced, disseminated or quoted from or otherwise referred to, in whole or in part, without the prior written consent of Duff & Phelps.  The information utilized in preparing this presentation was obtained from the Company and public sources. Any estimates and projections contained herein have been prepared by or based on discussions with the senior management of the Company and involve numerous and significant subjective determinations which may or may not prove to be correct. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past or the future. Duff & Phelps did not independently verify such information.  Because this material was prepared for use by the Company management, which is familiar with the business and affairs of the Company, neither the Company nor Duff & Phelps, nor any of their respective legal or financial advisors or accountants take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Company.  Although similar in nature, no selected public company or selected transaction used in our analysis is identical to the Company or the Proposed Transaction.

 5  Confidential – DRAFT  Introduction and Scope of Analysis Scope of Analysis  Scope of Analysis  In connection with its analysis, Duff & Phelps made such reviews, analyses, and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its analysis included, but were not limited to, the items summarized below:  Reviewed the following documents:  –The Company’s annual reports and audited financial statements on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for the fiscal years ended April 30, 2013 and April 30, 2012 and a draft of the Company’s unaudited interim financial statements included in the Company’s Form 10-Q to be filed with the SEC for the quarters ending July 31, 2013 and July 31, 2012;  –The Company’s unaudited draft financial statements for the three months ended July 31, 2012 and 2013;  –Financial projections for the Company for the fiscal years ending April 30, 2014 through 2018, prepared by Company management (the “Financial Projections”); and  –A schedule of the Company’s net operating loss carry forwards provided by Company management;  Discussed with Company management the history, current operations, and probable future outlook of the Company, and the operating and financing plans for the Company, as well as the Financial Projections (including the underlying assumptions) and other internal documents provided to Duff & Phelps by Company management;  Reviewed the historical trading price and trading volume of the Company’s publicly traded securities and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant;  Reviewed certain other relevant, publicly available information, including economic, industry, and investment information, and trends with respect to the industries in which the Company participates;  Performed certain valuation analyses using generally accepted valuation and analytical techniques including discounted cash flow analysis, an analysis of selected public companies, and an analysis of selected merger and acquisition transactions; and  Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate.

 6  Confidential – DRAFT  Introduction and Scope of Analysis Scope of Analysis  Assumptions  In performing its analysis, Duff & Phelps, with the Company’s consent:  –Relied upon the accuracy, completeness and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Company management, and did not independently verify such information;  –Assumed that the Financial Projections were reasonably prepared and based upon the best currently available information and good faith judgment of Company management;  –Assumed that there has been no material change in the assets, financial condition, business, or prospects of the Company since the date of the most recent financial statements and other information made available to Duff & Phelps; and  –Assumed that the terms of any contracts entered into with affiliates of the Company were commercially reasonable.

 7  Confidential – DRAFT  Introduction and Scope of Analysis Valuation Summary  Based on its analysis, Duff & Phelps estimates the reasonable range of fair value of the Company’s common stock as of August 30, 2013, on a per share basis, is $1.09 to $1.19 with a mid-point value of $1.13.  Valuation Conclusion($ in thousands, except per share values)LowMidHighEnterprise ValueDiscounted Cash Flow Analysis$7,800$8,300$9,000Enterprise Value Conclusion$7,800$8,300$9,000Plus: Cash and Equivalents (1)6,6346,6346,634Plus: Short-Term Investments (1)1,2451,2451,245Plus: Present Value of NOL Tax Benefit2,3362,4142,499Less: Debt (1)000Less: Payables to Parent (1)(202)(202)(202)Less: Deferred Revenue (1)(3,731)(3,731)(3,731)Aggregate Equity Value$14,082$14,660$15,445Shares Outstanding12,963,99912,963,99912,963,999Estimated Per Share Price$1.09$1.13$1.19(1) As of July 31, 2013.

Business Overview  2.

 9  Confidential – DRAFT  Business Overview Company Overview / Ownership  Organizational History  The Company was established to supply computerized wagering systems for the pari-mutuel racing industry. In recent years, the Company has developed certified end-to-end optical scan voting systems and a full-featured Election Management Software that provides precinct tabulation, ballot review and audio voting capability.  –ILTS was founded in 1978 and completed an initial public offering in 1981. Unisyn Voting Solutions, Inc., the Company’s voting segment, was founded in 2003 and headquarters are located in Vista, California.   Business Overview  The Company designs, develops and provides secure, innovative and dependable gaming and voting processing systems for public and private organizations throughout the world. The Company provides a complete range of customized and technologically innovative software, hardware, technical support and site management for its customers’ gaming or voting operations.  –Lottery and Pari-Mutuel Segment. Generates revenue by designing, manufacturing, licensing, managing, supporting, and servicing computerized wagering systems and terminals for the lottery and pari-mutuel racing industries worldwide.  –Voting Segment. Generates revenue by developing, manufacturing, licensing and supporting voting systems for the governmental and non-governmental election jurisdictions in the United States under the name of Unisyn Voting Solutions, Inc.  International Lottery & Totalizator Systems Inc. - Ownership by ClassCommon Stock % of Total TypeEquivalent HeldOutstandingBerjaya Lottery Management H.K. Limited9,245,31771.3%Directors & Officers132,3471.0%Public & Other3,585,33527.7%Total Shares Issued and Outstanding12,962,999100.0%Berjaya Lottery Management H.K. Limited71%Directors & Officers1%Public & Other28%

 10  Confidential – DRAFT  The Company has limited visibility, marketability and liquidity in the public market  –The Company has no analyst/research coverage  –Low trading volumes provide limited liquidity to investors   Business Overview Trading Analysis  (1) Assumes on-going business as a public company.  Source: Company transcripts, press releases, Capital IQ and Bloomberg.  0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 180.0 $0.00 $0.25 $0.50 $0.75 $1.00 $1.25 $1.50 Volume (thousands)  Share Price September 12, 2012 Q1: Sales of $3.3mm and net income of $0.07 per share.  December 13, 2012  Q2: Sales of $2.4mm and net income of $0.04 per share.  January 15, 2013  ILTS received an order valued at approximately $11mm from Sports Toto Malaysia Sdn Bhd for new Intelimark FLX-2 lottery terminals, CheckWin units, associated services and software March 13, 2013 Q3: Sales of $2.0mm and net income of $(0.01) per share.  July 9, 2013  FY 2013: Sales of $10.6mm and net income of $0.24 per share.  September 5, 2013  Closing price of $1.09 per share. International Lottery & Totalizator Systems Inc. - Historical Daily Trading VolumeTwo-Week Average2,264One-Month Average3,379Six-Month Average6,314% of Shares Outstanding0.0%% of Shares Outstanding0.0%% of Shares Outstanding0.0%% of Float0.1%% of Float0.1%% of Float0.2%

 11  Confidential – DRAFT  Business Overview Historical & Projected Financial Performance  The following table highlights the Company’s recent historical financial performance and projections through the fiscal year ended April 30, 2018.   Source: SEC filings and Company management Financial Performance Summary($ in thousands)Management Projections2009A2010A2011A2012A2013ALTM 7/132014E2015P2016P2017P2018PGaming Revenue$5,735$6,747$5,426$7,052$7,396$11,779$18,780$6,070$3,210$7,856$5,856Voting Revenue7733724605,0323,1753,2683,1702,3924,6982,1681,308Total Revenue$6,508$7,119$5,886$12,084$10,571$15,047$21,950$8,462$7,908$10,024$7,164Growth-50.0%9.4%-17.3%105.3%-12.5%1.9%107.6%-61.4%-6.5%26.8%-28.5%Gross Profit (1)$3,231$2,781$1,854$4,256$4,057$4,273$7,147$3,025$2,598$3,863$2,521Margin49.6%39.1%31.5%35.2%38.4%28.4%32.6%35.7%32.9%38.5%35.2%Estimated Public Company Cost$286$286$286$286$286$286$294$295$303$305$305Adjusted EBITDA($467)($172)($217)$2,046$2,018$2,225$5,023$820$441$1,628$246Margin-7.2%-2.4%-3.7%16.9%19.1%14.8%22.9%9.7%5.6%16.2%3.4%GrowthNA-63.2%NMNM-1.4%-33.7%148.9%-83.7%-46.3%269.5%-84.9%Capital Expenditures$254$106$157$191$141$156$121$63$289$150$150as % of Total Revenue3.9%1.5%2.7%1.6%1.3%1.0%0.6%0.8%3.7%1.5%2.1%(1) Gross Profit excludes depreciation and amortization expense.LTM = Latest Twelve Months

 12  Confidential – DRAFT  Business Overview Historical & Projected Financial Performance  The Company’s business to date has been dependent on major contracts from a limited number of lottery operators (many of which are related parties) and limited customer base in the voting segment. During FY 2013, four customers accounted for 90% of total revenue. Additionally, during FY 2013, approximately 40% of the Company’s total revenue was generated from three related party customers.  Significant fluctuations in year-to-year revenue. Individual contracts are generally of considerable value, and according to management of the Company, the timing of contracts or sales of spare parts does not occur in a predictable trend.   Historical & Projected Revenue by Segment  ($ in millions) $18.2  $22.8  $10.8 $9.7 $3.4 $10.9 $7.9 $5.7 $6.7 $5.4 $7.1 $7.4  $18.8 $6.1 $0.2 $5.1 $0.8 $0.4 $0.5 $5.0 $3.2 $3.2 $2.4  2002A 2003A 2004A 2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012A 2013A 2014E 2015P Gaming VotingRevenue By Customer by SegmentVoting CustomerFY 2011FY 2012FY 2013Q1 2014Adkins$0$3,892,880$2,358,819$320,086Cherokee Nation000311,079Jackson County136,891371,56599,76615,154Election Systems Software (ES&S)312,928318,543280,82256,337Other10,679448,626435,418193,552Total Voting Revenue460,498 5,031,614 3,174,825 896,208 Gaming CustomerAb Trav Och Galopp$664,493$647,149$3,196,423$6,706,732Ascot Sports66,400000Natural Avenue969,240242,985141,96836,101Philippine Gaming Management Corp2,328,6953,836,8881,103,0544,711Sports Toto Malaysia326,4802,036,7962,951,891122,020Ohwistha - Peter Paul (OCL)876,986131,3761,500450Other193,442156,9661,4820Total Gaming Revenue5,425,736 7,052,160 7,396,318 6,870,013 Total Revenue$5,886,234$12,083,774$10,571,143$7,766,220Related Party Revenue $3,690,815$6,116,669$4,196,913$162,831% of Total Revenue 61.6%50.6%39.7%2.1%Note: Related parties are shaded blue.

Valuation Analysis  3.

 14  Confidential – DRAFT  The following is a summary of the key assumptions used in the discounted cash flow analysis:  –Duff & Phelps used the 2014 through 2018 forecast provided by Company's management as a basis for its analysis.  –Beyond Management’s projection period, Duff & Phelps calculated a normalized terminal year cash flow based on 10 year average Company performance (5 historical years and 5 projected years) except for voting revenue where we took an average of the 5 year projected performance due to the addition of a large new customer in 2012.  –The following assumptions are used in the DCF analysis:  »Management’s revenue projections assume significant fluctuations in both the gaming and voting segments.  »EBITDA margin (as a % of revenue) averages 11.6% over management’s projection period.  »The Company does not require significant capital expenditures to operate and maintain its operations. Management estimates that between $120,000 and $300,000 is required in annual maintenance expenditures, which includes computer equipment, machinery, and building improvements.  »Management projected five-years of working capital requirements with significant fluctuations driven by volatility in contract revenue.  »Management projects a significant decrease in net working capital from July 31, 2013 to the end of FY 2014 as the Company completes a large lottery terminal order and sells through some excess voting machine inventory.  »Beyond the projection period, Duff & Phelps estimated the terminal value (“Terminal Value”) of the Company with a generally accepted perpetuity formula, incorporating a normalized free cash flow and a long-term expected annual growth rate of 2.5%.  »Duff & Phelps discounted the projected free cash flows for the 2014 - 2018 period and the Terminal Value using a discount rate range of 12.75% to 15.75%.   Valuation Analysis Discounted Cash Flow Analysis

 15  Confidential – DRAFT  Valuation Analysis Discounted Cash Flow Summary  The DCF analysis indicates an enterprise value ranging from $7.8 million to $9.0 million, with the midpoint value of approximately $8.3 million. This value includes the cash flow associated with the decline in net working capital through the remainder of FY 2014.  Discounted Cash Flow Analysis($ in thousands)NormalizedLTM 7/132014E2015P2016P2017P2018PTerminal YearTotal Revenue$15,047$21,950$8,462$7,908$10,024$7,164$10,160 Growth1.9%107.6%(61.4%)(6.5%)26.8%(28.5%)EBITDA2,2255,0238204411,6282461,182 EBITDA Margin14.8%22.9%9.7%5.6%16.2%3.4%11.6% Growth-33.7%148.9%(83.7%)(46.3%)269.5%(84.9%)8/13-4/14Earnings Before Interest and Taxes $3,646$652$273$1,460$78$1,020Pro Forma Taxes @ 40.7%(1,486)(266)(111)(595)(32)(416)Net Operating Profit After Tax2,16138616286546604Depreciation138168168168168162Capital Expenditures(42)(63)(289)(150)(150)(162)(Increase) / Decrease in Working Capital2,181(189)155156134(35)Free Cash Flow$4,438$302$196$1,039$198$569 Enterprise ValueLowMidHighTerminal Growth Rate2.5%2.5%2.5%Weighted Average Cost of Capital15.75%14.25%12.75%Concluded Enterprise Value Range (Rounded)$7,800$8,300$9,000Implied Enterprise Value MultiplesEV / FY09A - 13A Average Adjusted EBITDA$64212.2x12.9x14.0xEV / FY11A - 13A Average Adjusted EBITDA1,2836.1x6.5x7.0xEV / FY09A - FY18P Average Adjusted EBITDA1,1376.9x7.3x7.9xEV / FY11A - FY16P Average Adjusted EBITDA1,6254.8x5.1x5.5xEV / LTM Adjusted EBITDA2,2253.5x3.7x4.0xEV / 2014 Adjusted EBITDA5,0231.6x1.7x1.8xEV / 2015 Adjusted EBITDA8209.5x10.1x11.0xEV / LTM Revenue15,0470.52x0.55x0.60x

 16  Confidential – DRAFT  Selected Public Company / M&A Transaction Analysis  Duff & Phelps selected six publicly traded companies that were deemed relevant to its analysis.  Bally Technologies, Inc.  International Game Technology  Intralot SA  Multimedia Games Holding Company, Inc.  Pollard Banknote Limited  Scientific Games Corporation   Duff & Phelps analyzed the financial performance of each of the publicly traded companies. Duff & Phelps then analyzed the selected public companies’ trading multiples of enterprise value to EBITDA, and enterprise value to revenue.   Duff & Phelps calculated implied multiples of the DCF enterprise value for the Company and compared these multiples to those of the selected public companies.  Duff & Phelps also researched selected M&A transactions involving target companies with businesses we deemed relevant to our analysis.   Although similar in nature, none of the selected public companies or those companies involved in the selected M&A transactions are identical to the Company. Accordingly, a complete valuation analysis cannot be limited to a quantitative review of the selected public companies and selected M&A transactions and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors, that could affect their value relative to the Company.  Valuation Analysis Selected Public Company / M&A Transaction Analysis

17  Confidential – DRAFT Valuation Analysis Selected Public Company Analysis Selected Public Company Analysis($ in millions)Company InformationMarket DataRevenue GrowthEBITDA GrowthEBITDA MarginEnterprise Value as a Multiple ofEBITDACompany Name Stock Price on 9/5/13% of 52-Wk HighEV 3- Yr CAGR LTM 3- Yr CAGR LTM 201320145-Yr Avg3-Yr AvgLTM20132014 5-Yr Avg EBITDA 3-Yr Avg EBITDA LTM EBITDA 2013 EBITDA 2014 EBITDA LTM Revenue Bally Technologies, Inc.$72.7397.1%$3,5818.6%13.3%6.3%19.6%9.3%6.4%31.7%30.9%32.4%33.7%34.3%13.3x13.1x11.1x10.1x9.5x3.59xInternational Game Technology19.3195.7 6,4862.1 13.6 2.0 17.0 10.1 0.6 37.8 37.8 36.4 37.2 37.4 8.18.67.67.67.52.77Intralot SA2.0767.1 1,12715.0 10.7 3.9 31.6 15.0 1.8 14.3 12.4 13.2 14.2 13.8 5.45.64.74.44.30.62Multimedia Games Holding Company, Inc.38.3597.7 1,1757.1 19.8 9.0 26.0 42.3 19.5 42.3 41.7 46.2 50.4 51.4 21.021.014.112.310.36.51Pollard Banknote Limited2.9895.4 132-5.4 5.1 -4.1 17.5 NA NA 11.5 11.1 12.7 NA NA 6.97.56.2NANA0.79Scientific Games Corporation14.7998.2 2,3310.5 2.1 17.1 20.5 1.5 6.0 24.6 27.6 29.9 30.7 31.2 10.09.48.38.17.62.49Mean91.9%$2,4724.6%10.8%5.7%22.0%15.6%6.9%27.0%26.9%28.5%33.2%33.6%10.8x10.8x8.7x8.5x7.9x2.79xMedian96.4%$1,7534.6%12.0%5.1%20.1%10.1%6.0%28.2%29.2%31.2%33.7%34.3%9.1x9.0x8.0x8.1x7.6x2.63xInternational Lottery & Totalizator Systems Inc.(1)14.1%1.9%NM-33.7%148.9%-83.7%4.6%10.8%14.8%22.9%9.7%(1) ILTS fiscal years ending April 30, 2014 and April 30, 2015LTM = Latest Twelve MonthsCAGR = Compounded Annual Growth RateEnterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Minority Interest) - (Cash & Equivalents)EBITDA = Earnings Before Interest, Taxes, Depreciation and AmortizationSource: Bloomberg, Capital IQ, SEC filings

 18  Confidential – DRAFT  Valuation Analysis Selected M&A Transaction Analysis Selected M&A Transaction Analysis($ in millions)AnnouncedTarget NameTarget Business DescriptionAcquirer Name EV LTMRevenue LTMEBITDA EBITDAMargin EV /EBITDA EV /Revenue 7/15/13SHFL entertainment, Inc.Manufactures and distributes gaming devices and operates inter-casino linked systems and slot machine routesBally Technologies, Inc.$1,343.5 $273.1 $83.3 30.5%16.1x4.92x1/30/13WMS Industries Inc.Designs, manufactures, and markets games and systemsScientific Games Corporation$1,486.8 $688.5 $196.6 28.6%7.6x2.16x9/25/12Cadillac Jack, Inc.Engages in the design, manufacture and distribution of games, reel-spinning gaming machines and video lottery terminals for the legalized gaming industry worldwideAmaya Gaming Group Inc.$177.0 $78.5 $35.7 45.5%5.0x2.25x8/8/12GameTech International Inc.Engages in developing, manufacturing and marketing gaming entertainment products and systemsYuri Itkis Gaming Trust of 1993$19.6 $30.9 $2.6 8.4%7.5x0.64x9/26/11SAZKA, a.s.Provides hardware and software systems for accepting bets, pools and bingo games in ItalyPPF A.S.; KKCG a.s.$594.6 $429.8 $62.0 14.4%9.6x1.38x4/26/11Barcrest Group LimitedDesigns, manufactures and markets gaming machines to the amusement industryThe Global Draw Limited; Games Media Limited$55.1 $70.0 N/AN/AN/A0.79x1/22/11Snai S.p.A.Owns, operates, and supplies server-based gaming terminalsGlobal Games Srl$759.7 $754.3 $73.2 9.7%10.4x1.01x5/4/10Inspired Gaming Group LimitedManufactures cash handling equipment and provides servicing and software solutionsVitruvian Partners LLP$270.5 $132.0 $48.1 36.5%5.6x2.05x1/27/10Scientific Games Racing, LLCSupplies wagering systems and services to racetracks and off-track facilitiesSportech PLC$87.3 $110.0 N/AN/AN/A0.79xMean8.8x1.78xSource: CapitalIQMedian7.6x1.38x

 19  Confidential – DRAFT  Valuation Analysis Selected Public Company / M&A Transaction Analysis – Implied Multiple Summary Implied Enterprise Value Multiples($ in thousands)LowMidHighEnterprise ValueDiscounted Cash Flow Analysis$7,800$8,300$9,000Less: Excess Net Working Capital (1)(1,788)(1,788)(1,788)Adjusted Enterprise Value Conclusion$6,012$6,512$7,212Selected Public Company AnalysisImplied Enterprise Value MultiplesMinMaxMedianEV / FY09A - 13A Average Adjusted EBITDA$6429.4x10.1x11.2x5.4x-21.0x9.1xEV / FY11A - 13A Average Adjusted EBITDA1,2834.7x5.1x5.6x5.6x-21.0x9.0xEV / FY11A - FY16P Average Adjusted EBITDA1,6253.7x4.0x4.4x4.8x-13.8x8.4xEV / FY09A - FY18P Average Adjusted EBITDA1,1375.3x5.7x6.3xNA-NANAEV / LTM Adjusted EBITDA2,2252.7x2.9x3.2x4.7x-14.1x8.0xEV / 2014 Adjusted EBITDA5,0231.2x1.3x1.4x4.4x-12.3x8.1xEV / 2015 Adjusted EBITDA8207.3x7.9x8.8x4.3x-10.3x7.6xEV / LTM Revenue15,0470.40x0.43x0.48x0.62x-6.51x2.63x(1) Adjusted to normalize working capital to a long-term average level.

CONSENT OF INDEPENDENT VALUATION SPECIALIST

We hereby consent to the reference to our name and description of our role in the valuation process of International Lottery & Totalizator, Inc. (the “Company”) being included or incorporated by reference into the Company’s Information Statement on Schedule 13E-3 and Schedule 14C being filed on the date hereof. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 or Section 11 of the Securities Act of 1933, as amended (the “Securities Act”),or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any part of such Schedule 13E-3 or Schedule 14C within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the SEC thereunder. The responsibility for determining fair value of the Company’s common stock rests solely with the Company, and our valuation analysis was used as one factor, among a number of other factors, considered by the Company in its analysis in reaching its conclusion of value.

October 24, 2014	/s/ Duff & Phelps, LLC
	Duff & Phelps, LLC