DYNA GROUP INTERNATIONAL INC
10QSB, 1999-05-18
COSTUME JEWELRY & NOVELTIES
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                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               Form 10-QSB

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

  For the period ended:    March 31, 1999

                                    Or

  [  ]  Transition Report Pursuant to Section 13 or 15(d) of the
        Securities Exchange  Act of 1934
        For the transition period from _____________ to ______________

  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. Sequin Ave., New Braunfels, Texas               78130
   (Address of principal executive offices)             (Zip Code)

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


            (1801 W. 16th Street, Broadview, Illinois, 60153.)

       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.


  [X ] Yes     [    ] No

   The number of shares outstanding of the registrant's common stock as
  of March 31, 1999 was 8,179,704.


<PAGE>
<TABLE>
                                                                  Page 2
                      DYNA GROUP INTERNATIONAL, INC.
                        CONSOLIDATED BALANCE SHEET

  ASSETS
                                              March 31,      December 31,
                                                1999             1998
                                              ----------      ----------
                                             (Unaudited)

  <S>                                        <C>             <C>
  CURRENT ASSETS:
    Cash                                     $   (15,668)    $    12,481
    Accounts receivable, less allowance
         For doubtful accounts of $102,000     1,199,585       1,249,333
    Inventories                                2,635,789       2,311,124
    Prepaid expenses and other                   191,451         236,290
    Refundable income taxes                       14,671          14,671
    Deferred tax assets                          138,340         138,340
    Due from joint venture                       207,532           ----
                                              ----------      ----------
                                               4,371,700       3,962,239
                                              ----------      ----------

  PROPERTY AND EQUIPMENT
    Net                                          364,549         408,093
                                              ----------      ----------
  OTHER ASSETS:
      Investment in joint venture                 83,064          83,064
      Other                                       48,770          59,502
                                              ----------      ----------
                                                 131,834         142,566
                                              ----------      ----------
                                             $ 4,868,083     $ 4,512,898
                                              ==========      ==========


                         See accompanying notes.

</TABLE>
<PAGE>
<TABLE>

                                                                  Page 3

                      DYNA GROUP INTERNATIONAL, INC.
                        CONSOLIDATED BALANCE SHEET


  LIABILITIES AND
  STOCKHOLDERS' EQUITY                         March 31,     December 31,
                                                 1999            1998   
                                              ----------      ----------
                                              (Unaudited)
  <S>                                        <C>             <C>
  CURRENT LIABILITIES:
    Revolving line of credit                 $   731,151     $   771,339
    Notes payable related party                  507,011         512,304
    Accounts payable                             577,268         363,297
    Accrued expenses                             183,331          39,716
    Current maturities of long-term debt          ----             4,779
    Income taxes payable                          43,931          12,694
    Due to joint venture                          ----            32,774
                                              ----------      ----------
                Total current liabilities    $ 2,042,692     $ 1,736,903
                                              ----------      ----------

   Deferred income taxes                          18,608          18,608
   Long-term debt, less current maturities         8,130           8,130
                                              ----------      ----------
  Total liabilities                            2,069,430       1,763,641

  STOCKHOLDERS' EQUITY:
    Common stock $ .001 par value - authorized,
       100,000,000 shares; issued 8,179,704        8,180           8,180
  Capital in excess of par value                 974,313         974,313
  Retained earnings                            1,961,951       1,912,555
  Treasury stock - 681,779 and 696,779
      shares, at cost                           (135,761)       (135,761)
  Unearned compensation                          (10,030)        (10,030)
                                              ----------      ----------
                                               2,798,653       2,749,257
                                              ----------      ----------
                                             $ 4,868,083     $ 4,512,898
                                              ==========      ==========

                         See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
                                                                  Page 4

                      DYNA GROUP INTERNATIONAL, INC.
             CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)


                                             Three Months Ended March 31,
                                                  1999           1998
                                              ----------      ----------
  <S>                                        <C>             <C>
  NET SALES                                  $ 1,696,573     $ 1,489,120

  COST OF GOODS SOLD                             848,492         803,356
                                              ----------      ----------
            Gross profit                         848,081         685,764

  SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES                      746,161         578,840
                                              ----------      ----------
            Operating Income/(Loss)              101,920         106,924

  INTEREST EXPENSE                                27,107          72,267
                                              ----------      ----------
  Income/(Loss) before income taxes               74,813          34,657

  PROVISION FOR INCOME TAXES                      25,462          13,170
                                              ----------      ----------
  NET INCOME/(LOSS)                          $    49,351     $    21,487
                                              ==========      ==========

  INCOME/(LOSS) PER COMMON SHARE             $       .01     $       .00

  WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING                  7,497,925       7,497,925


                         See accompanying notes.

</TABLE>
<PAGE>
<TABLE>
                                                                  Page 5
                       DYNA GROUP INTERNATIONAL, INC.
             CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

                                             Three months Ended March 31,
                                                 1999            1998
                                              ----------      ----------
  <S>                                        <C>             <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income/(Loss)                          $    49,351     $    21,487
    Adjustments to reconcile loss to net
     cash used by operating activities -
      Depreciation and amortization               64,296         (29,689)
      Provision for losses on accounts
       receivable                                 10,045          24,134
      Amortization of unearned compensation       ----             1,350

   Change in assets and liabilities:
        Decrease in accounts receivable           49,748       1,031,359
        Increase in inventories                 (324,665)        175,247
        Decrease in prepaid expenses and other    44,839          39,425
        Increase in accounts payable             213,971         (97,285)
        Increase in accrued expenses             164,852          10,526
        Increase in due to joint venture        (240,306)        (59,833)
        Decrease (increase) in other assets       10,732         (32,592)
                                              ----------      ----------
          Cash provided (used) by operating
           activities                             42,863       1,084,129

  CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditure                          (20,752)         (4,000)
    Sale of land & building                       ----            ----
                                              ----------      ----------
   Cash used by investing activities             (20,752)         (4,000)

  CASH FLOWS FROM FINANCING ACTIVITIES:
    Payments on long-term debt                    (4,779)        (12,497)
    Increase (decrease) in notes payable         (45,481)     (1,075,000)
   Issue treasury stock                           ----            ----
                                              ----------      ----------
          Cash provided (used) by financing
           activities                            (50,260)     (1,087,497)

  DECREASE IN CASH                               (28,149)         (7,368)
                                              ----------      ----------
  CASH, beginning of period                       12,481         217,858
                                              ----------      ----------
  CASH, end of period                        $   (15,668     $   210,490
                                              ----------      ----------
  SUPPLEMENTAL DISCLOSURES OF CASH
   FLOW INFORMATION:
      Cash paid during the period for -
        Interest                             $    27,107         112,385
        Income Taxes                              ----            ----

                          See accompanying notes
</TABLE>
<PAGE>
                                                                  Page 6

                      DYNA GROUP INTERNATIONAL, INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


  NOTE 1 - FINANCIAL INFORMATION

  The consolidated financial  statements included  herein have  been prepared
  pursuant to  the  rules  and regulations  of  the  Securities and  Exchange
  Commission.  Certain information and footnote disclosures normally included
  in financial  statements  prepared in  accordance  with generally  accepted
  accounting principals  have been  condensed or  omitted pursuant  to or  as
  permitted by such rules and regulations, although the Company believes that
  the  disclosures  are  adequate  to  make  the  information  presented  not
  misleading.  These financial statements should be  read in conjunction with
  the consolidated financial  statements and  footnotes thereto  contained in
  the Company's Annual Report on Form 10-KSB for the  year ended December 31,
  1998.

  The financial information  included herein  at March 31,  1999 and  for the
  three months ended March 31, 1999  and March 31, 1998 is  unaudited and, in
  the opinion of the  Company, reflects all adjustments  (which includes only
  normal recurring  adjustments)  necessary  for  the  fair  presentation  of
  financial position as of that date and the results  of operations for those
  periods.  The information in the consolidated balance  sheet as of December
  31, 1998 was  derived from the  Company's audited financial  statements for
  1998.

<TABLE>
  NOTE 2 - INVENTORIES

            Inventories consist of the following:

                                       March 31, 1999  December 31, 1998
     <S>                                <C>               <C>
     Raw materials and work in process  $   150,730       $   557,914
     Work in process                         ----              64,723
     Finished goods                       2,485,059         1,688,487
                                         ----------        ----------
                                        $ 2,635,789       $ 2,311,124
                                         ==========        ==========
</TABLE>

  NOTE 3 - STOCKHOLDERS' EQUITY

  During the  first  quarter of  1997  the Company  issued  45,000 shares  of
  treasury  stock  to  employees  as  a  bonus.    In  connection  with  this
  transaction, the Company recorded  $16,200 in unearned  compensation, which
  is being amortized over  three years.  During  the 2ND Quarter of  1998 the
  Company purchased 27,778 shares at market price and  issued those shares to
  nine employees as a bonus.

<PAGE>


                                                                  Page 7

  NOTE 4 - ADJUSTMENTS

  During the  fourth  quarter  of  1997  the Company  recorded  an  inventory
  adjustment of $400,000 and  a loss of  $706,241.  The  financial statements
  for the  quarter ended  March 31,1997  have  been restated  to reflect  the
  impact of this adjustment on the first quarter's operating results.   For a
  further explanation of this adjustment,  refer to Note 15  of the Company's
  10-KSB for the year ended December 31, 1997.


  NOTE 5 - SUBSEQUENT EVENT

  On May 1, 1998 the Company sold the land and  building located in Illinois.
  This sale resulted in a pre-tax gain of  $288,000 for 1998.  As a result of
  this sale, the Company's long-term debt was reclassified as short-term debt
  for December 31,  1997, and  March 31,  1998 respectively.   This  land and
  building in Illinois  was also  reclassified as a  current asset  for these
  reporting periods.  All principal and interest was paid in full at closing.


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

  Liquidity and Capital Resources

  The Company's working capital ratio at March 31, 1999 decreased to 2.1 from
  to 2.3 at December 31, 1998.  Cash in bank decreased  by $28,149 during the
  period.

  For the first quarter  ended March 31, 1999,  operating activities provided
  cash  flow  of  $42,863.    Changes  in  assets  and  liabilities  provided
  $355,185.  The net increase related to assets and liabilities was primarily
  due to significant increase of account payables and inventory.

  During the first quarter of 1999, financing activities  used $50,260 due to
  repayments on notes payable and long-term  debt.  Effective  April 3, 1998,
  the Company  secured a  line of  credit with  a Texas  bank with  a maximum
  borrowing limit of $4,000,000.

  As of March 31, 1999, there are no material  commitments for future capital
  expenditures, and management does not anticipate  any major expenditures in
  the foreseeable  future.   It is  management's   belief that  the Company's
  present facilities will be adequate to meet its current and future needs.


  Results of Operations

  Net sales for the quarter ended  March 31, 1999 as compared  to the quarter
  ended March  31, 1998  increased $207,453  or 14%.  This increase  in sales
  primarily relates  to the  sports market,  and over-all  broadening of  the
  customer base.
<PAGE>
                                                                  Page 8

  The gross margin  percent increased to  50% as compared  to 38.6%  in 1998.
  This was due to a greater portion of production being produced in Mexico at
  a lower cost.

  The total  selling, general  and administrative  expenses increased  28.9%,
  from $578,840 in 1998 to $746,161 in 1999. The increase in  costs is due to
  the sales mix selling  a greater percentage  of licensed products  in which
  royalties are paid.

  Interest expense  decreased  by  $45,160  as  a  result  of  lower  average
  borrowing levels  in 1999  when  compared to  last  year, despite  slightly
  higher interest rate.

  For the first quarter of 1999  the Company's pre-tax income  was $74,813 as
  compared to the  income for 1998  of $34,657.   This change in  earnings is
  primarily due  to  the lower  cost  involved with  having  the majority  of
  production done in Mexico and  the elimination of all  expenses relating to
  the Illinois operation.

  Until May  1,1998  there  were  fixed  costs involved  in  maintaining  the
  Broadview facility.


<PAGE>
                                SIGNATURES




  Pursuant to the requirements  of the Securities  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, INC.

                                   (Registrant)

  Date:  May 17, 1999             /s/ Roger R. Tuttle
                                    -------------------
                       (Signature)  Roger R. Tuttle, Chairman of the Board and
                                    Chief Executive Officer



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                        (15,668)
<SECURITIES>                                         0
<RECEIVABLES>                                1,301,585
<ALLOWANCES>                                   102,000
<INVENTORY>                                  2,635,789
<CURRENT-ASSETS>                             4,371,700
<PP&E>                                       2,839,007
<DEPRECIATION>                               2,474,458
<TOTAL-ASSETS>                               4,868,083
<CURRENT-LIABILITIES>                        2,042,692
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,180
<OTHER-SE>                                   2,790,473
<TOTAL-LIABILITY-AND-EQUITY>                 4,868,083
<SALES>                                      1,696,573
<TOTAL-REVENUES>                             1,696,573
<CGS>                                          848,492
<TOTAL-COSTS>                                  848,492
<OTHER-EXPENSES>                               746,161
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              27,107
<INCOME-PRETAX>                                 74,813
<INCOME-TAX>                                    25,462
<INCOME-CONTINUING>                             49,351
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    49,351
<EPS-PRIMARY>                                      .01
<EPS-DILUTED>                                      .01
        


</TABLE>


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