content: <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):
  
  April 7, 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 April 7, 1997, pursuant to Share Purchase Agreements dated 
  February 24, 1997 and February 28, 1997, Dry Dairy International, Inc. (the 
  "Company") issued 3,800,000 shares of its common stock (the "Common Stock") at 
  an average price of $0.075 per share, to Basil Holdings, Ltd., Providenciales, 
  Turks & Caicos, B.W.I. ("Basil"), for aggregate offering proceeds of 
  $285,000.  The Common Stock was offered and sold directly by the Company to 
  Basil 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 Regul
  ation 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:     April 7, 1997                   /S/R. Lee Matzig, President
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2538}]
metadata_filer: {"company-data": {"conformed-name": "DRY DAIRY INTERNATIONAL INC", "cik": "0000814070", "assigned-sic": "2024", "irs-number": "870476117", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-14065", "film-number": "97575669"}, "business-address": {"street1": "10105 AMBERWOOD ROAD", "city": "FT MYERS", "state": "FL", "zip": "33913", "phone": "941-768-3555"}, "mail-address": {"street1": "10105 AMBERWOOD ROAD", "city": "FORT MYERS", "state": "FL", "zip": "33913"}, "former-company": {"former-conformed-name": "WONDER CAPITAL INC", "date-changed": "19940310"}}
text: 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):
  
  April 7, 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
  2
  
  ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
  
       Effective April 7, 1997, pursuant to Share Purchase Agreements dated 
  February 24, 1997 and February 28, 1997, Dry Dairy International, Inc. (the 
  "Company") issued 3,800,000 shares of its common stock (the "Common Stock") at 
  an average price of $0.075 per share, to Basil Holdings, Ltd., Providenciales, 
  Turks & Caicos, B.W.I. ("Basil"), for aggregate offering proceeds of 
  $285,000.  The Common Stock was offered and sold directly by the Company to 
  Basil 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 Regul
  ation 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:     April 7, 1997                   /S/R. Lee Matzig, President