SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DYNA GROUP INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
267912-10-3
--------------------------------------------------------------------------------
(CUSIP Number)
December 14, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
----------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 267912-10-3 13G
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chelverton Fund Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
807,700 (See Note A)
--------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY N/A
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 807,700 (See Note A)
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
N/A
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
807,700 (See Note A)
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
ITEM 1 (a) NAME OF ISSUER
DYNA GROUP INTERNATIONAL, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1661 South Sequin Avenue
New Braunfels, Texas 78130
ITEM 2 (a) NAME OF PERSON FILING
CHELVERTON FUND LIMITED
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE
Craigmuir Chambers
P.O. Box 71, Road Town
Tortola, British Virgin Islands
(c) CITIZENSHIP
British Virgin Islands
(d) TITLE OF CLASS OF SECURITIES
Common Stock
(e) CUSIP NUMBER
267912-10-3
<PAGE>
ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(b) |_| Bank as defined in section 3(a)(6) of the Act
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940
(e) |_| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) |_| A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company
Act of 1940
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box |X|
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
807,700 (See Note A)
(b) Percent of class:
10.8 %
<PAGE>
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 807,700 (See Note A)
(ii) Shared power to vote or to direct the vote: N/A
(iii) Sole power to dispose or to direct the disposition of: 807,700
(see Note A)
(iv) Shared power to dispose or to direct the disposition of: N/A
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following |_|
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired are not
being held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 18, 2000
-------------------------------------
(Date)
CHELVERTON FUND LIMITED
By: /s/ James Morton
----------------------------------
(Signature)
James Morton: Investment Director
on behalf of European American
Securities Inc., Manager of the
Chelverton Fund Limited
<PAGE>
NOTE A
Based on information provided by the Issuer, there are currently outstanding
7,440,925 shares of the Common Stock of the Issuer.
The Reporting Person disclaims any beneficial interest in or voting rights in
the shares of Common Stock of the Issuer held by or issuable upon the exercise
of any conversion or other rights held by any other holder of shares or such
rights of the Issuer.
