UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB

[x] Annual Report Pursuant to Section 13 or 15 (d) of the Securities and
Exchange Act of 1934.

For the fiscal year ended: December 31, 2004

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934. (No fee required.)

Commission file number: 0-17385

Dyna Group International, Inc.
(Exact name of registrant as specified in its charter)

            Nevada                                       87-0404753
-------------------------------                       ----------------
(State or other jurisdiction of                       (I.R.S. Employer
  Incorporation or organization)                     Identification No.)

1661 S. Seguin Street New Braunfels,  Texas                 78130
-------------------------------------------              ----------
 (Address or principal executive offices)                (zip code)

Registrant's telephone number, including area code:    (830) 620-4400

Securities registered pursuant to Section 12 (b) of the Act:      None

Securities registered pursuant to Section 12 (g) of the Act:

                    Common Stock, $.001 par value per share
                    -----------------------------------------
                              (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No ________

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sect. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this form 10-K (X).

The net sales for the year ended December 31, 2004 were $15,156,845.

The aggregate market value of the voting stock held by non-affiliated of the registrant as of March 18, 2005 was $4,666,016.

The number of shares outstanding of the registrant's common stock as of March 18, 2005 was 7,474,258.

DOCUMENTS INCORPORATED BY REFERENCE

None.


Part I

Item 1. Business

General

Dyna Group International, Inc. is a Nevada corporation and conducts all of its business through its wholly owned subsidiary, Great American Products, Ltd. ("Great American Products").

Forward Looking Statements

This annual report for the year ended December 31, 2004, as well as other public documents of Great American Products, contains forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of ours, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such statements include, without limitation, our expectations and estimates as to future financial performance, cash flows from operations and capital, are urged to consider statements which use the terms "believes", "intends," "expects," "plans," "estimates," "anticipated," or "anticipates," to be uncertain and forward looking. In addition to other factors that may be discussed in Great American Products following with the Securities and Exchange Commission, including this report, the following factors, among others could cause Great American Products actual results to differ materially.

Products and Sales

We design, manufacture, and market lines of consumer products, as well as products for industry used as advertising specialties and premiums, utilizing pewter centrifugally cast in rubber molds. These products include belt buckles, model miniatures, key chains, picture frames, as well as pewter decorated glassware, caps, ceramic ware, stainless steel drinkware, pewter decorated wall and desk decor, and pewter enhanced keepsake boxes. All of the Company's centrifugally cast products are designed at the Company's New Braunfels, Texas facility. Most of the manufacturing and painting of the cast products is performed in Mexico with the remainder done in New Braunfels, Texas.

We obtained license agreements with Nascar and 18 select drivers, the National Football Properties League, Major League Baseball, the National Basketball Association, the National Hockey League, and Colleges and Universities. We have recently added Minor League Baseball, MTV Networks and Giant Merchandising Collection Artists to our list of held licenses. License agreements are periodically renewed, and we do not anticipate significant cancellations or non-renewals. The majority of the license agreements have annual renewals. The remaining license agreements can range from two years to automatic rollover renewals.

The business is affected by seasonal factors. Inventory levels at December 31, 2004 were slightly higher by $104,427 when compared to December 31, 2003. The raw materials used in the manufacture of our centrifugally cast products are readily available from numerous sources. Extension of credit terms to our customers range from normal 30 days terms to 90 days from the date of invoice.

Marketing and Distribution

We sell our products through our own sales force, through independent commissioned sales representatives, and through distributors. As of December 31, 2004, our sales force and related support staff numbered 12 persons. We also utilize approximately 35 independent, commissioned sales groups. The products are also produced for sales to the premium/advertising specialty industry, for purposes of sales promotions and incentives.

Foreign Operations and Export Sales

Most of our cast products are made by our 40% - owned Mexican facility. Less than 3% of our sales are to customers outside of the united States.

Major Customers

We have over 2,900 customers. One major customer accounted for 12% of sales in 2004. The top 10 customers represent 41% of our revenues.

Competition

While we do compete with a variety of companies based on our general product categories, very few competitors, if any, can offer the combination of our wide variety of products, extensive licensing programs, high quality pewter and our "crystal coat" program - a lowe r cost alternative. We can aggressively and successfully compete in any particular category and we have the further advantage of being a "one stop shop" for many of our customers.

Employees

We employ 100 to 130 full time people, of whom 26 are engaged in sales and administration, 9 in creative design and 78 in manufacturing, assembly, shipping, and warehousing.

Equipment

Our New Braunfels, Texas facility is equipped for manufacturing, assembly, packaging, and shipping of centrifugally cast pewter, and pewter enhanced drinkware.

Item 2. Property

Our executive office is located in a 70,000 square foot facility leased from the major shareholder at 1661 S. Seguin, New Braunfels, Texas 78130.

The terms of this lease are summarized below.

                           Approximate Area     Lease           Monthly
Type of Facility            in Square Feet    Expiration        Rental
-----------------------    ----------------   ----------        -------
Mfg. /Warehouse - Texas         70,000         12/31/10         $17,917

Item 3. Legal Proceedings

None

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder

Matters

Market Information

Our Common Stock trades over the counter on the NASDAQ bulletin board under the symbol DGIX. The following table sets forth for the periods indicated the high and low bid quotations for the Common Stock. The quotations represent prices in the over-the-counter market between dealers in securities and do not include retail markup, markdown, or commissions.

                                    High Bid          Low Bid
                                  ------------      ------------
2003      4TH QUARTER                $ 0.65           $ 0.48
          3RD Quarter                   .60              .35
          2nd Quarter                   .70              .10
          1st Quarter                   .52              .03

2004      4th Quarter                $ 0.75           $ 0.46
          3rd Quarter                   .61              .36
          2nd Quarter                   .75              .47
          1st Quarter                   .71              .42

Holders
-------
                                              Approximate number of holders
Title of Class                                  of record as of March 2005
--------------                                  --------------------------
  Common Stock, par value    $.001 per share               305

Dividends

We have never paid dividends and do not foresee doing so. Dividends are restricted by the covenants stated in the Credit and Security Agreement between Great American Products and State Bank.

Item 6. Management's Discussion and Analysis of Financial Condition

and Results of Operations

Set forth below is a discussion and analysis of the financial condition and operating results of operations. This discussion should be read in conjunction with the accompanying consolidated financial statements and notes.

Liquidity and Capital Resources

We have a current ratio in 2004 of 4.65 to 1, which changed from 2003 ratio of 2.5 to 1. Net cash increased by $413,083 in 2004.

Operating activities provided $1,117,003 of cash in 2004. Net working capital increased by $351,922.

Investing activities used $193,868 primarily to purchase property and equipment. Financing activities used $510,052 that was used to pay down the bank credit line and note payable to stockholder.

Accounts receivable increased by $25,416 from 2003. This increase is due to higher fourth quarter sales. In 2004, those sales were $4,510,623 as compared to 2003 of $3,861,904.

Our inventory increased by $104,427 from 2003 to 2004. This increase in inventory is from higher levels of purchased materials for early January sales.

The inventory obsolescence allowance decreased from $1,413,659 in 2003 to $801,410 in 2004. In 2004, we melted down $497,808 worth of pewter emblems and product, which was reused and sold. We also sold $323,251 of obsolete inventory during 2004. The cost of the new obsolete items for 2004 is $208,810.

Great American Products maintains a credit line with State Bank. This line was established in July 1, 2004 and the total is the lesser of $2,000,000 or 80% of current receivables and 50% of inventory. The interest is at Bank's prime or 5.25% as of December 31, 2004. As of December 31, 2004 the outstanding loan balance was zero.

Results of Operations

2004 versus 2003

Net sales for the year ended December 31, 2004 increased by $1,877,353 or 14.1% as compared to 2003.

Gross profit margins increased to 34.4% in 2004 compared to 33.6% in 2003. This increase is due to the use of obsolete pewter emblems that were previously written down to scrap value. These emblems were melted down to pewter bars and later used to cast new products

The selling expenses were higher by $244,272 when compared to the selling expenses incurred in 2003. This increase is due to higher bonus and show expenses. In previous years, bonuses were paid and expensed in the same year even though they were based on previous year earnings. In 2004, $165,000 was accrued for 2005 bonuses. Show expenses were $120,108 higher than 2003 due to the additional shows attended.

Royalty expense increased by $228,583 or 26.3%, and increased by .7% as a percent of sales. This is a result of higher NFL AND MLB sales. NFL sales for 2004 were $4,468,915 and $3,415,305 in 2003, which is a increase of $1,053,610 or 30.85%. MLB sales for 2004 were $1,161,629 and $596,958 in 2003 which is a $564,671 or 94.6% increase.

The general and administrative expenses were lower than 2003 by $182,992 or 14.2%. The decrease was a result of lower bad debt expense. Bad debt expense decreased in 2004 by $72,447 or 61.0%. In 2003 bad debt expense was .9% of sales and was 0.3% in 2004.

Net income increased from $631,668 in 2003 to $1,064,047 in 2004, which increased earnings per share from $.08 per share in 2003 to $.14 per share in 2004.

Item 7. Financial Statements

See financial statements set forth in Item 13 of this annual report.

Item 8. Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure

None.

Item 8A. Controls and Procedures

Part III

Item 9. Directors and Executive Officers of the Registrant

The executive officers and directors are listed in the table below, and brief summaries of their business experience and certain other information with respect to them are set forth thereafter:

Name                     Age       Position
---------------          ---       --------
Roger R. Tuttle           57       Chairman of the Board of
                                   Directors, and Chief Executive Officer
                                   and President of Great American Products

Jeffrey L. Smith          48       Secretary, Vice President and General
                                   Manager of Great American Products, and a
                                   Director

Sandra Tristan            44       Treasurer, Controller of Great American
                                   Products, and a Director

All directors serve in such capacity until the next annual meeting following their election and until their successors have been elected and qualified. Subject to their contract rights as to compensation, a majority may remove, with or without cause, officers at any time of the Board Directors.

Roger R. Tuttle has served as Chairman of the Board of Directors and Chief Executive Officer since August 1986. Mr. Tuttle served as President of Great American from 1974 to September 1989. In December 1991, Mr. Tuttle resumed the President's position at Great American.

Jeffrey L. Smith has served as Vice President and General Manager of Great American Products since October 1991. Prior to this and since 1985 Mr. Smith served as the General Manager of Great American's Retail division. Mr. Smith was appointed Secretary and a Director in October 1992.

Sandra K. Tristan was appointed as Treasurer and Director on May 24, 2001. In 1984, Ms. Tristan attended Southwest Texas University where she earned her Bachelors Degree in Business Administration with a concentration in Accounting. Upon graduation, she joined Glastron Boat Company where she gained much of her manufacturing accounting experience. Ms. Tristan has twenty years of manufacturing accounting experience and has held the position of controller for thirteen of those years. She has served as Controller of Great American Products since 1998, when her employment with Great American Products began.

Item 10. Executive Compensation

Cash Compensation

The following table sets forth all cash compensation paid or accrued by us for services rendered during the years ended December 31, 2004 through 2002 to each director and executive officer of the Company whose aggregate cash compensation exceeded $100,000:

                                                Other Annual    Long Term
    Name              Year   Salary    Bonus    Compensation   Compensation
-------------------   ----   -------   ------   ------------   ------------
Roger R. Tuttle       2004  $156,550  $31,340       ----           ----
Chairman of the       2003  $140,500  $ 5,000       ----           ----
Board of Directors,   2002  $140,500  $ 5,000       ----           ----
And Chief Executive
Officer

Jeffrey L. Smith      2004  $ 97,558  $31,477       ----           ----
Secretary and         2003  $ 82,805  $33,000       ----           ----
Director              2002  $ 79,758  $10,000       ----           ----

We provide certain executive officers and employees with fringe benefits. These benefits, valued at their incremental cost, for any individual do not exceed 10% of reported cash compensation for such individual.

Directors currently are not paid any fees for attendance at meetings of the Board of Directors.

Compensation Pursuant to Plan

We have a 401k Profit Sharing Plan and Trust for eligible employees. Employees who have completed six months of service are eligible to participate in the Plan under which we contribute amounts determined from time to time at its discretion. Our contributions vest in specified percentages per year commencing after 2 years and generally become fully vested after 5 years of employment. The annual contributions and forfeitures allotted to any participant may not exceed the lesser of $10,000 or 25% of the participant's total compensation. Benefits generally are payable upon death or upon termination of employment or age 65. Participants' account balances under the Trust as of the year ended December 31, 2004 for all executive officers as a group and for Mr. Tuttle were $441,340 and $341,315 respectively.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table provides information as of December 31, 2003 for each person who owned more than five (5%) percent Common Stock beneficially and by each director and each officer and all officers and directors as a group:

               Name and                 Amount and
Title          Address of               Nature of               Percent
Of Class       Beneficial Owner         Beneficial Ownership    of Class
--------       ----------------         --------------------    --------
Security Ownership of Management:

Common Stock   Tuttle Investments LTD         3,431,050           45.9%
               1661 S. Seguin Ave.
               New Braunfels, TX  78130

Common Stock   All Directors and              3,518,020           47.1%
               officers as a Group

(1) Starting in 1994 to January 1999, Mr. Tuttle has gifted 103,000 shares to each of his children. Mr. Tuttle has guardianship and retains the voting rights. In 1999 Mr. Tuttle formed Tuttle Investments LTD, a family limited partnership. 3,300,000 shares were gifted to the partnership in which Tuttle is the general partner and retains control.

Item 12. Certain Relationships and Related Transactions

We lease the New Braunfels, Texas facility from Mr. Tuttle for a monthly rental fee of $17,917. The lease expires December 31, 2010.

PART IV

Item 13. Exhibits, Financial Statements Schedules, and Reports on Form 8-K

(a) 1. Financial Statements:

Dyna Group International, Inc. and Subsidiary            Page

Report of Independent Accountants                         12
Consolidated Balance Sheets -                             13
     December 31, 2004 and 2003
Consolidated Statements of income --                      14
     for the years ended December 31, 2004 and 2003
Consolidated Statements of Changes in -                   15
Stockholders' Equity for the years ended
     December 31, 2004 and 2003
Consolidated Statements of Cash Flows -                   16
     for the years ended
     December 31, 2004 and 2003
Notes to Consolidated Financial Statements               17-21

2. Exhibits:

Reference is made to "Exhibit Index" beginning on page 11 herein.

(b) Reports on Form 8-K

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(b) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dyna Group International, L.L.C.
(Registrant)

By /s/ Roger R. Tuttle
----------------------------------------------------------------------
Roger R. Tuttle, Chairman of the Board            Date: March 28, 2005
  and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

By /s/ Roger R. Tuttle
----------------------------------------------------------------------
Roger R. Tuttle, Chairman of the Board            Date: March 28, 2005
  and Chief Executive Officer


By /s/ Jeffrey L. Smith
----------------------------------------------------------------------
Jeffrey L. Smith, Secretary and Director          Date: March 28, 2005


By /s/ Sandra Tristan
----------------------------------------------------------------------
Sandra Tristan, Treasurer and Director            Date: March 28, 2005


EXHIBIT INDEX

All of the following are included in our Form 10 Registration Statement File No. 0-17385 and are incorporated by reference

2 (a) Plan and Articles of Merger between Red Creek Investments, Inc. and Dyna Group International, Inc. dated August 22, 1986

(b) Agreement and Plan of Reorganization between Red Creek Investments, Inc. and Dyna Tour Corporation dated August 22, 1986

(c) Agreement and Plan of Reorganization between Dyna Group International, L.L.C. and Great American Products, Ltd. dated December 26, 1986

(d) Agreement and Plan of Reorganization between Dyna Group International, L.L.C. and XL Marketing Corporation dated January 1, 1997

3 (a) Articles of Incorporation

(b) By-Laws.

4 (a) Specimen Common stock Certificate

10 (a) Asset Purchase Agreements between General Tire, Inc. and Hibdon Tire Centers, Inc. dated February 26, 1993

31 * Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

32 * Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

* Filed herewith.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Dyna Group International, Inc.
New Braunfels, Texas

We have audited the accompanying consolidated balance sheet of Dyna Group International, Inc., as of December 31, 2004 and the related statements of consolidated operations, stockholders' equity, and cash flows for the year ended December 31, 2004. These financial statements are the responsibility of Dyna Group International, Inc. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dyna Group International, Inc., as of December 31, 2004, and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.

MALONE & BAILEY, PC

www.malone-bailey.com
Houston, Texas

February 4, 2005


DYNA GROUP INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

                        December 31, 2004 and 2003

          ASSETS                                2004              2003
                                             ----------        ----------
Current Assets
  Cash                                      $   485,755       $    72,672
  Accounts receivable, net of
     allowance of $17,340 and $52,652         1,996,612         1,935,884
  Inventory                                   2,293,389         2,188,962
  Receivable from equity-method
    foreign investee                              7,740            52,061
  Prepaid expenses                              241,191           293,716
  Deferred income tax                             2,713            36,931
  Other                                           2,634             3,372
                                             ----------        ----------
     Total Current Assets                     5,030,034         4,583,598

Property and equipment, net of accumulated
  depreciation of $1,521,857 and $3,709,417     742,354           814,602
Investment in equity-method foreign investee    299,970           246,277
Cash surrender value of life insurance          152,559           125,542
Other assets                                      9,661            19,465
                                             ----------        ----------
                                            $ 6,234,578       $ 5,789,484
                                             ==========        ==========
     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank revolving line of credit             $         -       $   451,225
  Accounts payable                              488,723           760,212
  Accrued expenses                              340,496           224,783
  Note payable to stockholder                         -            48,827
  Federal income tax payable                    252,032           148,377
                                             ----------        ----------
     Total Current Liabilities                1,081,251         1,633,424

  Deferred income tax                            96,645           150,425
                                             ----------        ----------
     Total Liabilities                        1,177,896         1,783,849
                                             ----------        ----------
Commitments and Contingencies

Stockholders' Equity
  Common stock, $.001 par value, 100,000,000
    shares authorized, 7,474,258 and
    7,529,258 shares issued and outstanding       7,474             7,529
  Paid in capital                               991,837         1,004,782
  Retained earnings                           4,057,371         2,993,324
                                             ----------        ----------
     Total Stockholders' Equity               5,056,682         4,005,635
                                             ----------        ----------
                                            $ 6,234,578       $ 5,789,484
                                             ==========        ==========

See accompanying summary of accounting policies and notes to financial statements.


DYNA GROUP INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2004 and 2003

                                                2004              2003
                                             ----------        ----------
Revenue                                     $15,156,845       $13,279,492

Cost of sales                                 9,938,993         8,815,532
Selling                                       1,673,891         1,429,619
Royalties                                     1,097,705           869,122
General & administrative                      1,101,890         1,284,882
                                             ----------        ----------
     Total operating expenses                13,812,479        12,399,155
                                             ----------        ----------
     Operating income                         1,344,366           880,337

Interest expense                                (23,920)         (102,941)
Equity in net income of unconsolidated
  affiliate - joint venture                     197,693           167,132
                                             ----------        ----------
     Income before income taxes               1,518,139           944,528

Income tax expense                              454,092           312,860
                                             ----------        ----------
     NET INCOME                             $ 1,064,047       $   631,668
                                             ==========        ==========

Basic and diluted earnings per share               $.14              $.08

Weighted average shares outstanding           7,484,559         7,586,258

See accompanying summary of accounting policies and notes to financial statements.


DYNA GROUP INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Years Ended December 31, 2004 and 2003

                         Common Stock      Paid in     Retained
                       Shares     Amount   Capital     Earnings      Totals
                     ---------  ---------  ---------   ---------    ---------
Balances,
 December 31, 2002   7,586,258     $7,586 $1,004,725  $2,361,656   $3,373,967

Share adjustment       (57,000)       (57)        57           -            -

Net income                   -          -          -     631,668      631,668
                     ---------  ---------  ---------   ---------    ---------
Balances,
 December 31, 2003   7,529,258      7,529  1,004,782   2,993,324    4,005,635

Purchase of
 treasury shares       (50,000)       (50)    (9,950)          -      (10,000)

Return of shares
 by employee            (5,000)        (5)    (2,995)          -       (3,000)

Net income                   -          -          -   1,064,047    1,064,047
                     ---------  ---------  ---------   ---------    ---------
Balances,
 December 31, 2004   7,474,258     $7,474 $  991,837  $4,057,371   $5,056,682
                     =========  =========  =========   =========    =========

See accompanying summary of accounting policies and notes to financial statements.


DYNA GROUP INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW

                         December 31, 2004 and 2003

                                                        2004         2003
                                                     ----------   ----------
Cash Flows From Operating Activities
  Net income                                        $ 1,064,047  $   631,668
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation                                        260,716      277,127
    Earnings from equity-method foreign investee       (197,693)    (167,132)
    Net write-off (sale of) slow-moving inventory      (612,249)     (41,032)
    Deferred income taxes                               (19,563)      44,483
    Bad debts                                            46,394      118,841
    (Increase) decrease in cash surrender
      value of officers' life insurance                 (11,597)     (29,210)
    Changes in:
      Accounts receivable                              (107,122)    (367,339)
      Inventory                                         507,822    1,191,161
      Income tax refund receivable                            -      450,811
      Prepaid income taxes                                    -      120,000
      Receivable from equity-method foreign investee    188,321      144,781
      Prepaid expenses                                   52,309     (227,742)
      Other current assets                               (2,262)       2,085
      Accounts payable & accrued expenses              (155,775)     285,850
      Federal income tax payable                        103,655      148,377
                                                     ----------   ----------
  Net Cash Provided by Operating Activities           1,117,003    2,582,749
                                                     ----------   ----------
Cash Flows Used in Investing Activities
  Purchase of property and equipment                   (227,002)    (273,992)
  Disposal of property and equipment                     38,535            -
  Proceeds from note receivable                          10,020       10,020
  Increase in cash surrender value of officers'
    life insurance                                      (15,421)     (15,421)
  Proceeds from sale of fixed asset                           -        3,370
                                                     ----------   ----------
  Net Cash Used in Investing Activities                (193,868)    (276,023)
                                                     ----------   ----------
Cash Flows From Financing Activities
  Net change in bank revolving line of credit          (451,225)  (1,944,581)
  Payments on note payable to stockholder               (48,827)    (300,000)
  Re-purchase of stock                                  (10,000)           -
                                                     ----------   ----------
  Net Cash Used In Financing Activities                (510,052)  (2,244,581)
                                                     ----------   ----------
Net change in cash                                      413,083       62,125
Cash at beginning of year                                72,672       10,547
                                                     ----------   ----------
Cash at end of year                                 $   485,755  $    72,672
                                                     ==========   ==========
Cash paid during the year for:
  Interest                                          $    23,920  $    96,325
  Income taxes                                          170,000            -
Non-cash
  Return of stock for note receivable                     3,000            -

See accompanying summary of accounting policies and notes to financial statements.


DYNA GROUP INTERNATIONAL, INC.
AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

The Company began business as Dyna Tour Corporation, which was formed in Illinois on November 1, 1980. Dyna Group International, Inc. ("Dyna Group") was incorporated in Nevada on August 21, 1986 for the purpose of combining the business of Dyna Tour Corporation with a public shell, Red Creek Investments, Inc. Dyna Group operates under the name of its wholly-owned subsidiary, Great American Products, Ltd., a Texas Limited Partnership ("Great American"). Great American is owned 99% by Dyna Group and 1% by a Texas Limited Liability company also owned by Dyna Group.

Great American designs, manufactures and markets lines of consumer and commercial products, including belt buckles, model miniatures, key chains, picture frames and pewter decorated products.

About 90% of manufacturing is done by a Mexican company, Promociones GAP, S.A. de C.V. ("Promociones GAP"), which is 40% owned by Great American.

Basis of Presentation. The consolidated financial statements include the accounts of Dyna Group and Great American after the elimination of intercompany transactions. Great American owns 40% of Promociones GAP, which it accounts for under the equity method.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from these estimates.

Cash Equivalents. Highly liquid investments with original maturities of three months or less are considered cash equivalents. There were no cash equivalents as of December 31, 2004 and 2003.

Revenue Recognition. Revenue is recognized when the earning process is complete and the risks and rewards of ownership have transferred to the customer, which is generally considered to have occurred upon shipment of the finished product. Great American records rebates given to customers as a reduction of revenue and as a liability, based on estimates of the amounts ultimately expected to be paid or refunded to customers. Customers have the right of return on damaged products. Returns have been historically minimal and no amount has been reserved for returns.

Allowance For Doubtful Accounts. Great American analyzes current accounts receivable for an allowance for doubtful accounts based on historical bad debt, customer credit-worthiness, the current business environment and historical experience with the customer. The allowance includes specific reserves for accounts where collection is deemed to be no longer probable.

Inventories. Inventories are valued at the lower of first-in, first-out (FIFO) cost or market.

Long-lived Assets. Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets. Major renewals and improvements are capitalized, while minor replacements, maintenance and repairs are charged to current operations.

Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. There were no impairment losses in 2004 or 2003.

Income Taxes. Income tax expense is based on reported earnings before income taxes. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes, and are measured by applying enacted tax rates in effect in years in which the differences are expected to reverse.

Earnings per Share. Basic earnings per share equals net earnings divided by weighted average shares outstanding during the year. Diluted earnings per share includes the impact of common stock equivalents using the treasury stock method when the effect is dilutive. There were no common stock equivalents during 2004 or 2003.

Foreign currency. Great American's joint venture has the U.S. dollar designated as their functional currency because most transactions, including all raw material purchases and all sales to Great American are conducted in U.S. dollars. Transactions conducted in the local currency are remeasured to U.S. dollars for consolidation purposes using current rates of exchange for assets and liabilities. Income and expense elements are remeasured at average rates that approximate the rates in effect on the transaction dates. Equity transactions are remeasured at historical rates.

Recently issued accounting pronouncements. Great American does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its financial position, results of operations or cash flow.

Reclassifications. Certain prior year amounts have been reclassified to conform with the current year presentation.

NOTE 2 - INVENTORIES

Major components of inventory are as follows:

                                       2004         2003
                                    ----------   ----------
Pewter manufactured items           $  509,060   $  550,266
Items purchased for resale           1,257,891    1,011,255
Raw material - pewter                  172,597      276,640
Supplies                               353,841      350,801
                                    ----------   ----------
                                    $2,293,389   $2,188,962
                                    ==========   ==========

The amounts for inventory as of December 31, 2004 and 2003 are net of an inventory obsolescence allowance of $801,410 and $1,413,659, respectively.

Changes in inventory obsolescence allowance are as follows:

                                         2004        2003
                                    ----------  -----------
Beginning balance                   $1,413,659   $1,454,721
Add:  reserve additions                208,810      505,687
Less: items fully reserved at
      beginning of year, but
      - sold during year              (323,251)    (231,363)
      - melted down during year       (497,808)    (315,386)
                                    ----------   ----------
                                    $  801,410   $1,413,659
                                    ==========   ==========

NOTE 3 - INVESTMENT IN PROMOCIONES GAP

Great American's 40 percent investment in Promociones GAP is accounted for using the equity method.

Great American reports its investment in Promociones GAP as a long-term asset, adjusted for its share of earnings each reporting period. Promociones GAP manufactures about 90% of Great American's in-house produced product line and Great American represents about 95% of the total revenues of Promociones GAP.

Distributions from profits during 2004 and 2003 received by Great American were $144,000 each year. Great American's share of earnings including such distributions was $197,693 and $167,132 for 2004 and 2003, respectively.

Financial information for Promociones GAP accounted for by the equity method follows:

Financial Condition
-------------------                         2004         2003
                                         ----------   ----------
     Current assets                      $  606,643   $  783,668
     Non-current assets                     727,709      723,676
     Current liabilities                    567,754      891,651
     Stockholders equity                    766,598      615,693

Results of Operations
---------------------                       2004         2003
                                         ----------   ----------
     Sales                               $3,285,431   $2,651,107
     Gross profit                           504,500      616,635
     Net income                             463,081      417,830

NOTE 4 - PROPERTY AND EQUIPMENT

                          Depr. Lives       2004         2003
                        --------------   ----------   ----------
Leasehold improvements   7 to 40 years  $   348,046  $   348,046
Machinery and equipment        7 years      874,028      870,477
Vehicles                       5 years       89,499       86,708
Molds and dies                 3 years      952,638    3,218,788
                                        -----------   ----------
                                          2,264,211    4,524,019
Less:  accumulated depreciation          (1,521,857)  (3,709,417)
                                        -----------   ----------
                                       $    742,354  $   814,602
                                        ===========   ==========

Depreciation expense was $260,716 and $277,127 for 2004 and 2003, respectively.

The building and leasehold improvements represent capital expenses to Great American's office and manufacturing facility in New Braunfels, Texas. This facility is owned by the majority shareholder of Dyna Group, and is leased to Dyna Group's wholly-owned subsidiary Great American under a lease expiring in 2010 (see Note 9). The building and certain improvements are depreciated over lives of up to 40 years because the landlord/stockholder has guaranteed to extend the lease for that period or reimburse Great American for the unamortized cost of the improvements if the lease ever expired before that time.

NOTE 5 - BANK REVOLVING LINE OF CREDIT

Great American maintains a credit line with State Bank. This line expires on July 31, 2005, and the total line is the lesser of $2,000,000 or 80% of current receivables and 50% of inventory. Interest is at Bank's prime. The line of credit is collateralized by substantially all assets. $0 and $451,225 was owed as of December 31, 2004 and 2003, respectively.

NOTE 6 - NOTE PAYABLE TO STOCKHOLDER

This note is collateralized by a second line (subordinate to the State Bank credit arrangement described above) on all assets and carries interest at 8.5%. The balance of $48,827 plus interest of $4,571 was paid in full on February 1, 2004. At December 31, 2004 and 2003, the balance was $0 and $48,827, respectively.

NOTE 7 - INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.

Income tax is composed of:

                                         2004         2003
                                     ----------  ----------
Current income tax                   $  473,656  $  268,377
Deferred income tax (benefit)           (19,564)     44,483
                                     ----------  ----------
                                     $  454,092  $  312,860
                                     ==========  ==========

Deferred tax assets and liabilities reflect the future tax consequences of events that have already been recognized in the consolidated financial statements and income tax returns. At December 31, 2004 and 2003 deferred tax assets and liabilities consisted of the following:

                                         2004        2003
                                     ----------  ----------
Non-current tax liabilities          $  (96,645) $ (150,425)
Current assets                            2,713      36,931
                                     ----------  ----------
     Total                           $  (93,932) $ (113,494)
                                     ==========  ==========

The following is a reconciliation of the effective income tax rate:

                                                   2004        2003
                                                 --------    --------
United States federal statutory income tax rate      34.0%       34.0%
Increase (decrease) in tax rate resulting from:
  Charitable contributions carried forward           (2.7)          -
  Non taxable foreign profits                        (1.3)          -
  Other                                                 -        (1.0)
                                                 --------    --------
Effective tax rate                                   30.0%       33.0%
                                                 ========    ========

The significant components of deferred tax assets and liabilities at December 31, 2004 and 2003 were as follows:

                                              2004        2003
                                           ---------   ---------
Deferred tax assets:
  Unused charitable contributions          $       -   $  26,997
  Bad debts                                    2,713       9,934
                                           ---------   ---------
     Total deferred tax assets                 2,713      36,931
                                           ---------   ---------
Deferred tax liabilities
  Tax over book depreciation                  76,702      66,691
  Unrepatriated foreign profits               19,943      83,734
                                           ---------   ---------
    Total deferred tax liabilities            96,645     150,425
                                           ---------   ---------
  Net deferred tax liabilities             $ (93,932)  $(113,494)
                                           =========   =========

NOTE 8 - EMPLOYEE BENEFIT PLAN

Great American has a 401K plan for eligible employees. Contributions to the plan are determined on a discretionary basis by the Board of Directors. Great American made contributions of $30,830 and $25,666 during 2004 and 2003, respectively.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Great American leases its facility under an operating lease agreement with its majority stockholder which expires in 2010. Total rent expense was $215,000 and $222,084 in 2004 and 2003, respectively. Total minimum rental commitments as of December 31, 2004 are as follows: $226,403 in 2005, $237,723 in 2006, $249,609 in 2007 and $826,235 thereafter.

Great American signs royalty agreement guarantees due to sports organizations and other commercial entities. Total minimum commitments under these guarantees are less than $20,000 as of December 31, 2004 and 2003.

NOTE 10 - FOREIGN SALES

Great American sells to Canada and various other countries. Total sales to Canada and other countries were $111,311 and $232,145 in 2004, and $141,916 and $113,412 in 2003.

NOTE 11 - MAJOR CUSTOMERS AND VENDORS

Great American sold 12 percent and 18 percent of its total sales to one customer in 2004 and 2003, respectively. Great American purchased 10 percent of its raw materials from two key vendors in 2004 and 11 percent of its raw materials from one key vendor in 2003, respectively. No other customer nor vendor accounted for 10 percent of sales or purchases during 2004 or 2003.


EXHIBIT 31

Certification

Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

I, Roger R. Tuttle, & I, Sandra Tristan, certify that:

1. I have reviewed this annual report on Form 10-KSB of Dyna Group International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 45 days prior to the filing date of this report (the "Evaluation Date"); and

c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By /s/ Roger R. Tuttle
----------------------
Roger R. Tuttle, Chief Executive Officer

By /s/ Sandra Tristan
---------------------
Sandra Tristan, Chief Financial Officer


Exhibit 32

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(18 U.S.C. Section 1350)

Pursuant to 18 U.S.C Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Dyna Group International hereby certifies that:

The Company's Annual Report for the year ended December 31, 2004 fully complies with the requirements of Section 13(a0 or 15 (d) of the Securities and Exchange Act Of 1934 and the information contained in the Form 10KSB fairly presents, in all material respects, the financial condition and results of operations of the Company,

By /s/ Roger R. Tuttle
----------------------
Roger R. Tuttle, Chief Executive Officer

By /s/ Sandra Tristan
---------------------
Sandra Tristan, Chief Financial Officer