1661 S. Seguin Avenue, New Braunfels, TX 78130

This Proxy Statement is furnished to the stockholders of Dyna Group International, Inc., a Nevada Corporation (the "Company"), in connection with the solicitation by and on behalf of the Board of Directors of proxies to be voted at an Annual Meeting of Stockholders of the Company. In addition to solicitation of proxies by use of mails, proxies may be solicited by the officers and employees of the Company, without remuneration, by telephone, telegraphy, cable or personal interview. The Company will bear all costs of solicitation. The Company will also request brokerage houses, nominees, custodians and fiduciaries to forward proxy material to the beneficial owners of shares held of record by them and reimburse their expenses.

The approximate date on which this Proxy Statement and accompanying Proxy will first be sent or given to stockholders is June 5, 2000.

The Annual Meeting of Stockholders will be held at the Company's office at 1661 South Seguin Avenue, New Braunfels, Texas at 10:00am, Central Daylight Savings Time on July 13, 2000. A copy of the notice of meeting accompanies this Proxy Statement.

The Board of Directors has fixed the close of business on May 30, 2000 as the date for determining stockholders entitled to receive notice of and to vote at, the Annual Meeting. On that date the Company had 7,440,704 shares of Common Stock outstanding, which are the only securities of the Company entitled to vote at the stockholders meeting. Stockholders on that date will be entitled to notice and will be entitled to one vote for each share held of record on such record date.

Stockholders who execute proxies may revoke them by giving written notice to the Secretary of the Company at any time before such proxies are voted. Attendance at the meeting shall not have the effect of revoking a proxy unless the stockholder so attending shall, in writing, so notify the Secretary of the meeting at any time prior to the voting of the proxy.

All proxies received pursuant to this solicitation will be voted except as to matters where authority to vote is specifically withheld and, where a choice is specific as to the proposal, they will be voted in accordance with such specification. If no instructions are given, the persons named in the proxy solicited by the Board of Directors of the Company intend to vote for the nominees for election as Directors of the company listed below.

Three directors are to be elected at the meeting for terms of one year each (subject to the Company's by-laws). Each director shall hold office until the next Annual Meeting of Stockholders and until his respective successor shall be elected and qualified. The Company proposes that the stockholders elect Mr. Roger R. Tuttle, Mr. Jeffrey L. Smith, and Mr. Mark W. Gottsacker to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. Officers and Directors holding 45.66% of the Company's Common Stock will vote for the nominees as presented.

Directors of the Company will be elected by a plurality vote of the outstanding shares of Common Stock present and entitled to vote at the meeting. Directors currently are not paid any fees for attendance at meetings of the Board of Directors.

The nominees have indicated that they are willing and able to serve as directors if elected. If the nominees should become unable or unwilling to serve, it is the intention of the persons designated as proxies to vote instead, at their discretion, for such other person(s) as may be designated as nominee(s) by the Management of the Company.

The following is information with respect to the nominees and their security holdings as furnished by them to the Company.

All Directors of the Company serve in such capacity until the next Annual Meeting of the Company's stockholders following their election and until their successors have been elected and qualify.

1. Roger R. Tuttle has served as Chairman of the Board of Directors and Chief Executive Officer of the Company since August 1986. Mr. Tuttle served as President of Great American Products from 1974 to September 1989, and resumed that position in December 1991.
2. Jeffrey L. Smith has been employed with Great American Products since 1985. Mr. Smith has served as Vice President and General Manager of the Company since October 1991. He has an Associates Degree from the University of Arkansas (1978). Mr. Smith was appointed Secretary and Director in October 1992.
3. Mark W. Gottsacker has served as Treasurer and a Director since July 1998. Mr. Gottsacker has served as Vice President of Sales of Great American Products since June 1997, which is when his employment with Great American Products began. From 1993 to 1997, Mr. Gottsacker was the general manager of Alamo Harley Davidson.

The following table provides information as of May 30, 2000 for each person who beneficially owned more than five percent (5%) of the Company's Common Stock.

The Board of Directors held three meetings in 1999 and all directors attended all of such meetings. The Board of Directors does not have an audit or nominating committee. However, the Board does have a Compensation Committee comprised of Mr. Tuttle and Mr. Smith. The Committee's duties are to review executive compensation and make recommendations to the Board concerning compensation level of officers. The Compensation Committee held one meeting in 1999.

Summary Compensation Table

The following table summarizes information concerning the compensation of the Chief Executive Officer. No other officers are included in this table as their respective aggregate compensations did not exceed $100,000.

The Company does not presently have any stock option plans or stock bonus plans.

The Company has a Profit Sharing Plan and Trust for eligible employees. Employees of the Company who have completed one year of service are eligible to participate in the Plan under which the Company contributes amounts determined from time to time at its discretion. Company contributions vest in specified percentages per year commencing after 2 years and generally become fully vested after six years of employment with the Company. The annual contributions and forfeitures allotted to any participant may not exceed the lesser of $30,000 or 25% of the participant's total compensation. Benefits generally are payable upon death or upon termination of employment with the Company or age 65. Participants' account balances under the Trust as of the year ended December 31, 1999 for Mr. Tuttle and for all executive officers as a group, were $354,420 and $301,186 respectively.

The Company has a note payable to Mr. Tuttle which is summarized as follows:

Unsecured promissory note, dated January 1, 2000, interest payable at

prime plus 1/2% (8.75% at December 31, 1999) $509,758

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's Officers and Directors, and persons who own more than ten percent (10%) of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, Directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on a review of such reports furnished to the Company, or written representations from the Company's Officers, Directors and greater than 10% beneficial owners, during 1999 all section 16(a) filing requirements applicable to its Officers, Directors and greater than 10% beneficial owners were complied with.

The Board of Directors selected Padgett, Stratemann & Co., L.L.P. to serve as Independent Auditors for the year ended December 31, 1999.

A copy of the Company's Annual Report for the year ended December 31, 1999 is included with this Proxy Statement.

Any stockholder desiring to submit any proposal for consideration at the Company's Annual Meeting of Stockholders for the fiscal year ending December 31, 2000 must deliver such proposal to the Company's New Braunfels, Texas office no later than January 31, 2001.

The Board of Directors knows of no business that will come before the meeting for action except as described in the accompanying Notice of Meeting. However, as to any such business, the person(s) designated as proxies will have discretionary authority to act in their best judgement.

The Company's Form 10-K is part of this year's annual report. A copy of the Company's current 10-Q is available at no cost by writing to: Investor Relations, Dyna Group International, Inc., 1661 S. Seguin Avenue, New Braunfels, TX 78130.

By order of the Board of Directors

Jeffrey L. Smith

Secretary

New Braunfels, Texas