DRY DAIRY INTERNATIONAL INC
8-K, 1997-05-14
ICE CREAM & FROZEN DESSERTS
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<PAGE>  1
 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



Form 8-K



CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):

May 9, 1997



DRY DAIRY INTERNATIONAL, INC.
- -----------------------------
(Exact name of registrant as specified in its charter)


          UTAH                      33-14065-D              87-0476117
- ---------------------------- -----------------------  --------------------
(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
 of incorporation)



10105 Amberwood Road, Ft. Myers, FL  33913
- ------------------------------------------
(Address of principal executive office)



Registrant's telephone number, including area code: (941) 768-3555
                                                    --------------

N/A
- ------------------------------------------------------------
 (Former name or former address, if changed since last report)










PAGE
<PAGE> 2

ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S

     Effective May 9, 1997, pursuant to a Share Purchase Agreements dated 
April 28, 1997, Dry Dairy International, Inc. (the "Company") issued 1,000,000 
shares of its common stock (the "Common Stock") at an average price of $0.010 
per share, to Sage Capital Investments Limited, Nassau, Bahamas ("Sage"), for 
aggregate offering proceeds of $100,000.  The Common Stock was offered and 
sold directly by the Company to Sage and no commissions were paid in 
connection with the offer and sale of the Common Stock.

     The offering was made in reliance on Regulation S promulgated under the 
Securities Act of 1933, as amended, based on the fact that the Company is a 
reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange 
Act of 1934, as amended.

     The offer and sale was made in an offshore transaction (as defined in 
Regulation S) and no direct selling efforts were made in the United States by 
the Company, a distributor, any of their respective affiliates, or any person 
acting on behalf of any of the foregoing.



 SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as 
amended, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned hereunder duly authorized.

                                      DRY DAIRY INTERNATIONAL, INC.     



Date:     May 14, 1997                    /S/R. Lee Matzig, President


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