SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 March 25, 2009

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. 2 to Regist ration Statement on Form 10
  Filed February 26, 2009
  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 automatically e ffective by operation
of law on July 14, 2008; however, you have yet to clear all of our comments.
Please bear in mind that you are now a reporting company under the Exchange
Act of 1934 and must continue to file  all reports required by such Act.

K.W. Diepholz
DynaResource, Inc.
March 25, 2009 Page 2   2. We note your Form 10/A includes financial statements through September 30,
2008.  Please amend your Form 10/A to only in clude the financial statements that
are required as of your automatic effec tive date, specifically  audited financial
statements for your fiscal year e nded 2007 and 2006 and unaudited financials
through March 31, 2008.  Also, please amend your financial statements and related disclosure on Form 10-Q for the periods ended June 30, 2008 and
September 30, 2008 to reflect our comments.

Description of Business, page 2
3. We note your responses to our prior comm ents 4 and 5.  Your description of
business should contain all of the disclosure re quired under Item 101 of
Regulation S-K.  In that regard, we note that you have omitted much of the history of share issuances.  Further, we note that the history of the Company does
not follow a chronological pa ttern and therefore makes it difficult to follow.
Please substantially revise your descript ion of business to provide all of the
disclosure required under Item 101 and in a format that explains both the history
of the Company and the curre nt state of the Company.
Risk Factors, page 9

4. Please include any disclosure that would be required under Item 101 of
Regulation S-K in your desc ription of business secti on.  This section should
highlight risks  and not be the location of initial Item 101 disclosure.
5. We note your response to our prior comment  10 and note that you use a variety of
heading formats for each of your risk factors.  Please revise your headings so that each heading includes
 the actual risk that will be described in the following
paragraph.  We note that some of your  headings, such as your heading, “The
Management of the Exploration Activity  at SJG is shared with Goldgroup, as
described in the Earn In / Option Agreement.   There exists a potential for conflicts
over the plan of exploration and execution”  are in the proper format, while others,
such as your heading, “Competitive Business Conditions” do not include the actual risk associated with such conditions.
6. Please group your risk factors into categor ies.  For example, all risk factors
dealing your properties and your industry should be grouped together, while all
risk factors dealing with the structure of the Company should follow each other.
7. Please clarify and reconcile the risk factor on page 13 titled, “The Company
operates in an industry where there are significant environmental and regulatory
requirements” with the risk factor on page 9 titled “Government Regulations”.
Further, please explain the need for both risk factors.

K.W. Diepholz
DynaResource, Inc.
March 25, 2009 Page 3  Security Ownership of Certain Beneficial Owners and Management, page 30

8. We note your response to our prior comme nt 14.  Please note that Item 403
requires disclosure for any class of the registrant’s voting securities.  Please
include disclosure here regard ing your Preferred A Shares.
Executive Compensation, page 33
9. We note your explanatory footnote for the All other compensation column.
Please expand this footnote to explain why Dynacap is providing the Company with funds.  Further, if th is is the case, please include  a discussion of such funding
in your Certain Relationships and Related Transactions section.  Finally, file any
and all agreements relating to such funding as exhibits to your Form 10.
Certain Relationships and Re lated Transactions, page 34

10. We note that under the Consulting Agreement with Dynacap, the Company pays a total base compensation of $10,000 a m onth, yet for 2007, the Company paid
Dynacap $182,738.  Provide disclosure regarding the amount over the annual base compensation.  Further, if this amount is th e “bonus” referred to in Section 5.B. or
5.C. of the Consulting Agreement, provide  detailed disclosure explaining how
such bonus was determined, especially given the fact that Dynacap and the
Company appear to be controlled by the same persons.  Further, include a risk
factor that states that the Company has a Consulting Agreement with a related
party that does not have a capped amount that could be paid out by the Company
and that in recent years you have paid out  amounts in excess of the total base
compensation.
Exhibits, page 24

11. We note our prior comment 25 and reissue said comment in part.  The current
exhibit still does not contain an effective date.
 Consolidated Statement of Operations, page F-3

12. We note your presentation of diluted weighted average of outstanding shares and
loss per share.  It appears your  computation includes c onversion, exercise, or
contingent issuance of securities that would have an anti-dilutive effect on
earnings per share.  Please amend your fi nancial reports on an annual and interim
basis to comply with paragraph 13 of SFAS No. 128.

K.W. Diepholz
DynaResource, Inc.
March 25, 2009 Page 4  Note 1 – Nature of Activities and Significant Accounting Policies

 Earnings (Loss) per Common Share, page F-9

13. Please expand your footnote to provide all the disclosure required by paragraph
40 of SFAS 128.  Specifically, pl ease provide disclosure re garding securities that
could potentially dilute basic EPS and disc lose the conversion of securities that
have an anti-dilutive effect  on earnings per share pursu ant to paragraph 40.c of
SFAS 128.

Interim Financial Statements as of and for the Period Ended September 30, 2008

Consolidated Balance Sheets, page F-21

14. We note your minority interest balance of $(321,933) as of September 30, 2008.
Please tell us if your minority shareholders have a binding obligation to  provide
additional funding for their share or make  good on their losses that exceed their
interest in the equity of DynaMexico.  If not, please amend your balance sheet to
comply with paragraph 15 of ARB No. 51 or tell us why your presentation is
appropriate under U.S. GAAP.

Note 5 – Material Agreements, page F-29
15. We note in August 2008 that an additiona l 10% of the shares of DynaMexico
were transferred to Goldgroup, so that Goldgroup now  owns 25% of
DynaMexico.  Tell us how their 25% ow nership is reflected in your minority
interest as of September 30, 2008.  Further,  tell us how your minority interest was
calculated for the fiscal year ended D ecember 31, 2007.  In this respect, please
clarify the amount of equ ity capital of DynaMexico as of December 31, 2007 and
as of the end of each quarter in 2008.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under

K.W. Diepholz
DynaResource, Inc. March 25, 2009 Page 5  the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  With regard to the financial statemen ts, you may contact Bob Carroll at (202)
551-3362 or Chris White at (202) 551-3461.  Pl ease contact John Madison at (202) 551-
3296, or Michael E. Karney at (202) 551-3847 if you have any other questions.
        S i n c e r e l y ,            R o g e r  S c h w a l l         A s s i s t a n t  D i r e c t o r   Cc:   B. Carroll  C. White  M. Karney  J. Madison