SecProbe.io

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Mail Stop 7010

July 21, 2005

Via U.S. mail and facsimile

Roger R. Tuttle, Chief Executive Officer
DYNA Group International, Inc.
1661 S. Seguin Street
New Braunfels, TX  78130

	RE:	Form 10-K for the fiscal year ended December 31, 2004
		Form 10-Q for the period ended March 31, 2005
			File No. 0-17385

Dear Mr. Tuttle:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.
2. Please amend your disclosure to include the information
relating
to your principal accountant fees and services.  Please include
this
information in Item 14.  Refer to the instructions to Form 10-KSB.

Item 1. Business
3. Please expand your disclosure to discuss the development of
your
business over the past three years.  Refer to Item 101(a) of
Regulation S-B.
4. Please expand your disclosure to include the amount you have
spent
on research and development for the years ended December 31, 2004
and
2003.  Refer to Item 101(b) of Regulation S-B.

Item 6. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
5. Please expand your disclosure to include a discussion of your
critical accounting estimates.  Refer to SEC Release No. 34-48960.

Results of Operations

2004 versus 2003
6. Please expand your disclosure to discuss the factors that
contributed to the increase in nets sales during the period,
including any offsetting results these factors may have had with
one
another.  Please include in your discussion factors such as:
* licensing agreements entered into during the year, including
o new agreements entered into,
o terminations of agreements, and
o changes to existing agreements, and

* changes in product mix or volume, including changes to
distribution
channels.
Please also quantify the impact each of these factors had on your
net
sales.

7. You disclosed that the increase in gross profit was due to the
use
of obsolete pewter emblems that were previously written down to
scrap
value.  Based on your disclosure in Note 2 regarding items melted
down during the year and the 14% increase in net sales during the
year, it would appear that the increase in your gross margins
would
have been greater.  Please expand your disclosure to discuss in
more
detail the factors that contributed to the increase in gross
profit
during the period, including any offsetting results these factors
may
have had with one another.  Please also quantify the impact each
of
these factors had on your gross profits.

Item 8A.  Controls and Procedures
8. Please amend your disclosure to include information on your
disclosure controls and procedures.  Refer to Items 307 and 308 of
Regulation S-B.

Item 9. Directors and Executive Officers of the Registrant
9. Please expand your disclosure to include information regarding
your audit committee.  Refer to Items 401(e) and (f) of Regulation
S-
B.
10. Please expand your disclosure to discuss whether you have
adopted
a code of ethics.  If you have not, please include in your
disclosure
the reason why you have not done so.  Refer to Item 406 of
Regulation
S-B.

Financial Statements
11. Your auditor`s report does not opine on the consolidated
balance
sheet and the related statements of consolidated operations,
stockholders` equity, and cash flows for the year ended December
31,
2003.  Please amend your filing to include audited financial
statements for the aforementioned period.  If in fact your Form
10-
KSB does include audited financial statements for the above
mentioned
period, please obtain from your auditors a revised audit opinion,
which includes this period and file an amended Form 10-KSB.  Refer
to
Item 310(a) of Regulation S-B.

Notes to Financial Statements

Note 1 - Summary of Accounting Policies
12. Please expand your disclosure to discuss how you record fees
associated with the licensing agreements you enter into.  In your
disclosure please include the amount and the line item that these
amounts are recorded in your statements of income for each of the
periods presented.
13. Please disclose how you account for (a) step rent provisions
and
escalation clauses and (b) capital improvement funding and other
lease concessions, which may be present in your leases. Paragraph
5.n. of SFAS 13, as amended by SFAS 29, discusses how lease
payments
that depend on an existing index or rate, such as the consumer
price
index or the prime interest rate, should also be included in your
minimum lease payments.  If, as we assume, they are taken into
account in computing your minimum lease payments and the minimum
lease payments are recognized on a straight-line basis over the
minimum lease term, the note should so state.  If our assumption
is
incorrect, please tell us how your accounting complies with SFAS
13
and FTB 88-1.

Note 3 - Investment in Promociones GAP
14. Your disclosure regarding your basis of presentation indicates
that Great American Products owns 40% of Promociones GAP, which it
accounts for under the equity method.  Great American Products`
website indicates that this joint venture was formed for the
exclusive production of Great American Products.  Please expand
your
disclosure to explain how you determined these investments would
not
meet the criteria for consolidation under FIN 46(R).  In your
discussion, please specifically address the analysis you used in
concluding that you lacked any of the three characteristics of a
controlling financial interest relating to these investments as
discussed in paragraphs 5(a) through 5(c) of FIN 46(R).  Please
also
include in your discussion whether or not substantially all of
these
activities are conducted your behalf.

Note 4 - Property and Equipment
15. You disclosed that your lease for the office and manufacturing
facility in New Braunfels, TX expires in 2010.  You further
disclosed
that the building and leasehold improvements are depreciated over
7
to 40 years.  Please tell us the accounting guidance you used in
determining it was appropriate to amortize your building and
leasehold improvements over 7 to 40 years, rather than the shorter
of
their economic lives or the lease term.

Exhibit 31
16. The information you have certified to in your Exhibit 31 does
not
include the most current certification requirements.  Please amend
your Exhibit 31 to include the certifications required by Item 601
of
Regulation S-B.  See also SEC Release No. 33-8238.  In doing so,
please file an amended Form 10-KSB/A in its entirety and include
updated certifications.  Please provide a separate certification
for
each principle executive officer and principal financial officer.
Refer to Item 601(b)(31) of Regulation S-B.  Please also ensure
that
the signature page of the Form 10-KSB/A has currently dated
signatures.  Similarly, amend your interim Form 10-QSB in its
entirety for the period ended March 31, 2005.

Form 10-Q for the period ended March 31, 2005

Comments applicable to your overall filing
17. Please address the comments above in your interim Forms 10-Q
as
well.

Notes to Financial Statements

18. Please expand your notes to your financial statements to
include
notes for the following:
* Debt,
* Income taxes,
* EPS,
* Other comprehensive income, and
* Recent accounting standards.

Note 1 - Basis of Presentation
19. Please expand your disclosures to include your accounting
policy
regarding marketable securities.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Liquidity and Capital Resources
20. Please expand your disclosure to discuss significant
fluctuations
in your assets and liabilities during the period, including, but
not
limited to the following:
* inventory,
* debt, and
* accounts payable.
21. You disclosed that the cost of pewter has risen from $2.70 per
pound in the first quarter of fiscal 2004 and that the current
price
per pound is $4.40 per pound.  Please expand your disclosure to
discuss whether you anticipate the trend of increasing costs
related
to pewter to continue and how this may affect your results of
operations and liquidity.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, to the undersigned at (202) 551-3769.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Roger R. Tuttle
DYNA Group International, Inc.
July 21, 2005
Page 1 of 7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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