SEC Comment Letter for DYNARESOURCE, INC. (DYNR) (CIK 0001111741) (DYNR) — Jun 8, 2009
DYNARESOURCE, INC. (DYNR) (CIK 0001111741)
Date: June 8, 2009 · CIK: 0001111741 · Accession: 0000000000-09-030310
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE June 8, 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. 3 to Regist ration Statement on Form 10 Filed May 14, 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.
Certain Relationships and Re lated Transactions, page 33
1. We note your response to our previous co mment 10. Please explain why the fees to Dynacap Group increased between 2007 and 2006 if DynaResource Operaciones SA de CV. was formed in 2005. Further explain why, if DynaResource Operaciones was formed in 2005, you only paid $140,360 in 2006 if the base compensation was $15,000 a month. Also, please explain why you paid $2,738 over the base compensation of $15,000 a month in 2007. Further, we note that in your Form 10-Q for th e quarter ended March 31, 2009, you paid
K.W. Diepholz DynaResource, Inc. June 8, 2009 Page 2 $130,722 during the quarter to Dynacap. Pleas e explain this large increase in payments to Dynacap for the first quarter of 2009. Finally, please explain how the determination to increase the base price written into the Consulting Agreement was memorialized. If ther e was an amendment to the Consulting Agreement in writing, please file it as an exhibit to your registration statement. 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 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.
K.W. Diepholz DynaResource, Inc. June 8, 2009 Page 3 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 Karney at (202) 551-3847 if you have any other questions. S i n c e r e l y , H . 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
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
June 8, 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. 3 to Regist ration Statement on Form 10
Filed May 14, 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.
Certain Relationships and Re lated Transactions, page 33
1. We note your response to our previous co mment 10. Please explain why the fees
to Dynacap Group increased between 2007 and 2006 if DynaResource Operaciones SA de CV. was formed in 2005. Further explain why, if DynaResource Operaciones was formed in 2005, you only paid $140,360 in 2006 if the base compensation was $15,000 a month. Also, please explain why you
paid $2,738 over the base compensation of $15,000 a month in 2007. Further, we note that in your Form 10-Q for th e quarter ended March 31, 2009, you paid
K.W. Diepholz
DynaResource, Inc.
June 8, 2009 Page 2
$130,722 during the quarter to Dynacap. Pleas e explain this large increase in
payments to Dynacap for the first quarter of 2009. Finally, please explain how
the determination to increase the base price written into the Consulting Agreement was memorialized. If ther e was an amendment to the Consulting
Agreement in writing, please file it as an exhibit to your registration statement.
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
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.
K.W. Diepholz
DynaResource, Inc. June 8, 2009 Page 3
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 Karney at (202) 551-3847 if you have any other questions.
S i n c e r e l y , H . 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