SecProbe.io

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Mail Stop 7010

August 31, 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-KSB for the Fiscal Year Ended December 31, 2004
		Form 10-QSB for the Fiscal Quarter Ended March 31, 2005
			File No. 0-17385

Dear Mr. Tuttle:

      We have reviewed your response letters dated August 22, 2005
and August 29, 2005 and have the following additional comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable.  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.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Comments 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. 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.

Item 6. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
3. We read your response to our comment 5.  Please tell us the
facts
and circumstances you used in concluding that quantities in excess
of
one year usage should be recorded as obsolete.  You disclose under
liquidity and capital resources that during the year you melted
down
$497,808 of pewter emblems and product, which was reused and sold.
You also stated that you sold $323,251 of obsolete inventory
during
2004.  Please include in your discussion how you considered the
above
and your current sales forecast related to your policy for
recording
excess and obsolete inventory.

Results of Operations

2004 versus 2003
4. Your response to our comment 6 states various license
agreements
that you entered into during the year.  Your response also states
that you do not anticipate significant cancellations or non-
renewals.
However, your response does not quantify the impact these new
license
agreements had on your net sales, nor does it address other
factors
that contributed to the increase in your net sales, including any
offsetting results these factors have had with one another.
Please
include in your discussion the following:
* significant changes to existing agreements or renewal
agreements,
* significant agreements that were terminated, and
* significant fluctuations in product mix or volume.
As previously requested, please include in your disclosure these
factors that contributed to your increase in net sales.  Please
also
quantify the impact each of these factors had on your net sales.

5. We read your response to our comment 7.  Your response does not
appear to address our comment.  Your response discusses net income
and the effect the changes in NFL and MBL royalty expense had on
your
net income.  We respectfully reissue our previous comment 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
6. We read your response to our comment 8.  As previously
requested,
please amend your disclosure to include information on your
disclosure controls and procedures.  Refer to Items 307, 308(a)(3)
and 308(c) of Regulation S-B.

Item 9. Directors and Executive Officers of the Registrant
7. We read your response to our comment 9.  Your response
indicates
that you do not have an audit committee.  However, your response
does
not include whether you have a committee performing similar
functions.  Please revise your disclosure to comply with Item
401(f)(2)(i) of Regulation S-B.
8. We read your response to our comment 10.  Your response does
not
address a portion of our comment, which requests you to include in
your disclosure the reason for which you have not adopted a code
of
ethics.  Please revise accordingly.  Refer to Item 406(a) of
Regulation S-B.

Report of Independent Registered Public Accounting Firm
9. We read your response to our comment 11.  While you have
obtained
an updated audit opinion from your auditors, which opines on the
consolidated balance sheet and the related statements of
consolidated
operations, stockholders` equity, and cash flows for the year
ended
December 31, 2003, your auditors have not dual dated their opinion
regarding their explanatory paragraph, which references Note 12.
In
addition, the explanatory paragraph, your auditors have included
does
not specifically address the restatement, or the periods affected
by
the restatement.  Please obtain from your auditors an audit
opinion
that includes these revisions and file it in an amended Form 10-
KSB.

Notes to Financial Statements

Note 1 - Summary of Accounting Policies
10. We read your response to our comment 12.  Your response does
not
state how you record the fees associated with the licensing
agreements you enter into.  Please revise your disclosure to
specifically state how you record these fees in your statements of
income relative to the terms of the agreements.
11. We read your response to our comment 13.  You disclosed that
you
restated the years ended December 31, 2004, 2003, and 2002
relating
to rent expense recorded during those periods.  However, you
response
does not address the portion of our comment that requests that you
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.  Please expand your disclosure to include this
information.  Refer to SFAS 13 and FTB 88-1.
12. We read your response to our comment 14.  We remind you that
when
you file your restated Forms 10-K/A and 10-Q/A you should
appropriately address the following:
* an explanatory paragraph in the reissued audit opinion,
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 8A. and Item 3 disclosures should include the
following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of your disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-B.
* updated certifications.

Note 4 - Property and Equipment
13. Based on your response to our comment 15 it is still unclear
to
us how you determined 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 and the
accounting
guidance you used to determine your conclusion.  Please also
expand
your disclosure to provide additional information regarding the
guarantee you received by your majority shareholder relating to
the
extended lease and the reimbursement of unamortized leasehold
improvement costs.  Refer to the Letter from the SEC Chief
Accountant, Donald T. Nicolaisen to Robert J. Keuppers, Chairman,
Center for Public Company Audit Firms, dated February 7, 2005 and
SFAS 13.

Exhibit 31
14. Please ensure that when you file your amended Forms 10-KSB and
10-QSB that your certifications reference Forms 10-KSB/A and 10-
QSB/A
rather than Forms 10-KSB and 10-QSB.  Please also ensure your
certifications are currently dated and that the signature page of
the
Forms 10-KSB/A and 10-QSB/A have currently dated signatures.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Comment applicable to your overall filing
15. Please address the comments above in your interim Forms 10-QSB
as
well.

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

Liquidity and Capital Resources
16. We read your response to our comment 20.  Your response
provided
an explanation for fluctuations in your assets and liabilities
from
December 31, 2003 and 2004.  However, our comment requested you
discuss significant fluctuations in your assets and liabilities
during the period ended March 31, 2005.  As previously requested,
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.
17. Your response to our comment 21 indicates that you expect the
cost of pewter to decrease in the future.  Please expand your
disclosure to discuss when you anticipate the trend of increasing
costs of pewter to decline, including the economic factors which
support your conclusion.  In the interim periods for which you
anticipate this trend of increasing costs of pewter to continue,
as
previously requested, please expand your disclosure to discuss how
this may affect your results of operations and liquidity.  Please
include in your response whether you have the ability to pass on
these increasing costs to your customers.

*    *    *    *

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

      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.
August 31, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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