SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
 July 31, 2008

via U.S. Mail and Facsimile
 Mr. K.W. Diepholz President  DynaResource, Inc. 5215 N. O’Connor Blvd., Suite 200 Irving, Texas  75039

Re: DynaResource, Inc.
  Amendment No. 1 to Regist ration Statement on Form 10
  Filed July 3, 2008
  File No.  0-53237

Dear Mr. Diepholz:
We have reviewed your filing and your  response letter and have the following
comments.  Where indicated, we think you s hould revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that your registration statement was autom atically e ffective by operation
of law on July 14, 2008; however, you have yet to clear all of our comments.
Further, we note that you are now repor ting company under the Exchange Act of
1934 and must begin filing all reports required by such Act.  In this regard, please
be attentive to the upcoming filing d eadline for your quarter ly report for the
period ended June 30, 2008.

Mr. K.W. Diepholz
DynaResource, Inc. July 31, 2008 Page 2  Description of Business, page 3

 2. Tell us why you are disclosing financial in form
 ation on a cash basis for the years
ended 2003, 2004 and 2005.  We note from your footnote disclosure that you
prepare your financial statements on an accrual basis of accoun ting in conformity
with accounting principles generally accepted in the United States.
3. Tell us and disclose how you acquired effective control of Mineras de DynaResource S.A. de C.V (MinerasDyna).  Please be specific in your response
and tell us your percentage of ownership in th
is subsidiary.  Please also revise
your disclosure in Note 1 of  your financial statements.
4. Provide the exemption from registrati on upon which you relied when you issued
261,581 shares of restricted comm
on stock in 2006.
5. Please refer to Item 101(h)(4)(iv) of Regulation S-K and provide disclosure
regard
ing the competitive conditions affecti ng your business.  If material to your
operations, please supplement your risk fact or disclosure to address the impact of
any competitive conditions.
6. Please indicate clearly after your bullet point list of produc tion activities in 2005
that there w
ere no results of production in 2006 and 2007 because you stopped
producing by choice.  Further, provi de an explanation for why you stopped
producing.

Material Agreement Signed to Develop San Jose De Gracia Property, page 4
7. We note that on your website you include  a “Notice of Authorizing Form al
Agreement” which appears to be a su mmary of the terms of the agreement
described on page 4 of your registration statement.  Please explain why, on your
website, you state, “$3 M. Expended at SJG, Within 18 Months of September 15,
2006, will acquire 15 % of the Shares of D ynaMexico” when in the table on page
4, it appears that only $2, 000,000 needs to be expended for Goldgroup to acquire
15% of the Shares of your subsidiary.”
8. Revise to remove overly t echnical term s in your discussion of Phase I and Phase
II activities.  Rather, provide an ove rview that highlights the material
developments of such ac tivities during these phases to facilitate investors’
understanding of your operations.  For exam ple, please consolidate your drill hole
information into easy to read tables.

Mr. K.W. Diepholz
DynaResource, Inc. July 31, 2008 Page 3  Risk Factors, page 7

9. Remove language that mitigates the risk being disclos ed. For example, eliminate
phrases commencing with “although” that app ear in the first and third risk factors
on page 7 and the phrase “wh ile” in the second risk factor discussion under the
caption “Title Matters” on page 8.  Simila rly, remove the phrase in the last risk
factor on page 7 regarding your assumpti ons of being quoted.  Revise throughout
to state the risks plainly.
10. Please review your headings to ensure th at they are all in the proper format.
11. Include a risk factor rega rding the fact that 50% of your only incom e generating
subsidiary could be owned by Goldgroup Resources, Inc. In this regard, revise to address the risks attendant with an operation that will be governed and managed in part by appointees of Goldgroup Resour ces, Inc.  We note, for example, the
obligations contained in Sections 7.3 a nd 7.9 of the Stock Purchase and Earn-in
Agreement.
 Management’s Discussion and Analysis, page 9

12. As currently drafted, you r MD&A does not provide sufficient discussion and
analysis of known m
aterial trends , events, demands, commitments and
uncertainties and the impact they have had or could have on your operations.
Your MD&A should consist of more than a recitation of the financial statements in narrative form.  Please revise to provi de an analysis of the changes in your
financial condition and results of operations .   For example, discuss trends with
respect to the price of gold and the impact this has had or may have on your operations. Further, expand your discussion to address why the company chose to
pursue exploration and to cease mining production in the fiscal years 2006 and 2007.   Refer to the Commission’s Guidance Regarding Management’s Discussion and Analysis of Financial C ondition and Results of Operations.  See
SEC Release No. 33-8350, http://www. sec.gov/rules/interp/33-8350.htm and
Release No. 33-6835, http://www.sec.gov/rules/interp/33-6835.htm.
13. Provide greater specificity regarding your  proposed capital expenditures.  For
exam
ple, if material to an understanding of your proposed expenditures, revise to
specify the proposed budget by line item of  expenditure.  Revise to quantify the
anticipated amounts of funds to be expe nded and the respective source of funding
(i.e. Goldgroup versus the company).

Mr. K.W. Diepholz
DynaResource, Inc. July 31, 2008 Page 4  Security Ownership of Certain Beneficial Owners and Management, page 21

14. Reconcile your table format on page 21 w ith the for mat outlined in Item 403 of
Regulation S-K.  We note in particular  that you do not provide a title for the
beneficial owners.  Further, you do not provide an address for these individuals.
15. Please explain why there is no strike pri ce for the options held Messrs. Diepholz
and Sm
ith.  Further, please clarify whethe r the options listed in your options table
are included in the table above of common shares.
Executive Compensation, page 24
16. We direct your attention to paragraphs (l) throug h (r) of Item 402 of Regulation S-
K which describe the requirements of smaller reporting companies with regard to executive compensation.  Please revi se your discussion of executive
compensation to include all the requirements  of paragraphs (l) through (r) of Item
402.
17. Please reconcile the title of  Mr. Diepholz in 2006 with the title of Mr. Sm
 ith in
2006.  They appear to have had the same title.
18. Please reconcile the statement on page 24 in  which you state, “our sole officer is
our only em
ployee” with the table above and with your statement on page 6 that
you have 28 employees, three of which  are corporate officers.
 Certain Relationships and Re lated Transactions, page 24

19. File the contracts between the Company and Dynacap Group, Ltd. as exhibits,
pursuant to Item
 601(b)(10) of Regulation S-K.
20. Revise your discussion of the compensation p aid to Dynacap Group, Ltd. in 2006
and 2007 to clarify the form of compen sation.  The second paragraph of the
section indicates that you have issued shares for services and cash compensation,
yet the third paragraph indicates onl y cash payments to Dynacap Group, Ltd.

Recent Sales of Unregistered Securities, page 25
21. As required by Item 701 of Regulation S-K, provide the nam es or class of persons
to whom your securities were sold.
 Description of Compa ny’s Securities to be Registered, page 26

22. We note your risk factor on page 7 regard ing the election of a m ajority of the
directors by the holder of Preferred A shar es and possibly “Class B” stock.  Please

Mr. K.W. Diepholz
DynaResource, Inc. July 31, 2008 Page 5
revise your description of your common st ock to include all occasions upon which
the Preferred A shares or “Class B” stoc k have priority over the common stock.
 Indemnification of Direct ors and Officers, page 26

23. We note Article V of your bylaws.  Please supplem ent your disclosure so that you
also reference the indemnificati on provisions of such article.
 Exhibits

24. File the exhibit required by Item  601(b)(21) of Regulation S-K.
25. Provide an executed copy of Exhibit 99.1.  The current exhibit contains neither
the ef
fective date nor any signatures.
 Financial Statements, page F-2

 26. We note from your Management’s Discus sion and Plan of Operations that you
stopped m
ining and milling operations at the end of 2005 and you do not expect
revenues from mining unless you restart the mine which is not in your short-term
plans.  We also note that you are concen trating your efforts on exploration and
development.  Tell us if you are in the Exploration Stage as defined by Industry
Guide 7, and if so, please revise your financ ial statements and footnotes to reflect
your exploration stage status.

Consolidated Balance Sheet, page F-2
 27. Please clarify how you determined that it is appropriate to record the entire $3
m
illion received for the 15% of the outstanding shares of DynaMexico that were
transferred to Goldgroup.  Please clarify why you did not record the 15% of the
equity interest in DynaMexico that was transferred as the minority interest, with
the excess of the proceeds received recorded as additional paid-in capital.

Consolidated Statement of Operations, page F-3
 28. Revise your presentation to  com
 ply with SAB 11.B.

Interim Financial Statements as of and for the Quarter Ended March 31, 2008
 Consolidated Statements of Operations, page F-17

 29. Please clarify why you have not report ed the losses attributable to your
noncontrolling interest (i.e ., m
inority interest) in DynaMexico within your
statement of operations for the three months ended March 31, 2008.  In addition,

Mr. K.W. Diepholz
DynaResource, Inc. July 31, 2008 Page 6
please clarify why the losses in the noncont rolling interest have not been reflected
in the reported equity of the minority inte rest holders on the ba lance sheet as of
March 31, 2008.
 Engineering Comments

 General

 30. We note that you refer to or use the terms such as potential m
 ineralization, drill
indicated resources, measured, indicated, or inferred resources on your website.
As you may know, for U.S. reporting purposes, measures of mineral reserves
must be consistent with the definitions set forth in  Industry Guide 7.  These
generally differ from measurement systems that guide the estimation of resources.
If you continue to make references on your web site to reserve measures other
than those recognized by the SEC, please  accompany such disclosure with the
following cautionary language:

“Cautionary Note to U.S. Investors - The United States Securities and
Exchange Commission limits disclosu re for U.S. reporting purposes to
mineral deposits that a company can economically and legally extract or
produce.  We use certain terms on this web site, such as “reserves,”
“resources,” “geologic resources,” “proven,” “probable,” “measured,”
“indicated,” or “inferred,” which may not be consistent with the reserve
definitions established by the SEC.  U.S. investors are urged to consider
closely the disclosure in our Form  XXX.  You can review and obtain
copies of these filings from the SEC’s website at
http://www.sec.gov/edgar.shtml.”

Please clarify where you have included th is disclaimer on your website in your
response.

Management’s Discussion and Pl an of Operation, page 9

31. The terms development and production have very specific meanings within Industry Guide 7, (see www.sec.gov/about/forms/industryguides.pdf
).  These
words/terms reference the development stage when companies are engaged in preparing reserves for production, and th e production stage when companies are
engaged in commercial-scale, profit-oriented extraction of minerals.  Since you do not disclose any reserves as defined by  Guide 7, please remove the terms develop,
development or production throughout your document, and replace this terminology, as needed, with the terms su ch as explore or exploration.  This
includes the use of the terms in the Fina ncial Statement head notes and footnotes,
please see Instruction 1 to para graph (a) of Industry Guide 7.

Mr. K.W. Diepholz
DynaResource, Inc. July 31, 2008 Page 7  Mineral Properties – San Jose De Gracia, page 11

 32. We note your disclosure in this sectio n, referring to m
 ines and other mineral
properties that exist in th e area of your property.  Such disclosure may cause
investors to infer that yo ur property also has commerc ial mineralization, because
of its proximity to these mines and propert ies.  Accordingly, we believe that you
should remove information about any mines,  prospects, or companies operating in
or near your property and instead focus the disclosure solely on your company’s property.  Please describe only geology, history, or exploration results that are directly related to the properties that your company has the right to explore or
mine and remove all references to mine s, adjacent or analogous properties,
deposits, occurrences, or exploration activities by other companies outside of your
company’s properties.
 Northeast Target Area, page 20

 33. We note you refer to parts per billion in relation to soil sam
 ples.  When reporting
the results of sampling and chemical analyses, please revise your disclosure to address each of the following regarding mineralization of existing or  potential
economic significance on your property:

• Disclose only weighed-average sample analyses associated with a
measured length or a substantial volume.

• Eliminate all analyses from “grab” or “dump” samples, unless the sample
is of a substantial and disclosed weight.

• Eliminate all disclosure of the highest or best values/grades of sample sets.
Present a balanced disclosure of the drill and sampling results

• Eliminate grades disclosed as “up to” or “as high as” or “ranging from.”

• Eliminate statements containing gr ade and/or sample-width ranges.

• Aggregated sample values from rela ted locations should be aggregated
based on a weighted average of lengths of the samples.

• Generally, use tables to improve read ability of sample and drilling data.

• Soil samples may be disclosed as a weighted average value over an area.

• Refrain from reporting single soil sample values.

Mr. K.W. Diepholz
DynaResource, Inc. July 31, 2008 Page 8
• Convert all ppb quantities to ppm  quantities for disclosure.

• Avoid optimistic descriptive adjectives such as high-grade or ore-grade.

Please revise your disclosures to  comply with this guidance.

34. Detailed sampling provides the basis for the quality estim
 ate or grade of your
mineral discovery.  Please provide a brie f description of the sample collection,
sample preparation, and the analytical pro cedures used to develop your analytical
results.  In add