SecProbe.io

May 29, 2012

Via E -Mail
K.W. Diepholz
Chairman and Chief Executive Officer
Dyna Resource, Inc.
222 W. Las Colinas Boulevard
Suite 744 East Tower
Irving, Texas  75039

Re:  Dyna Resource, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 14, 2012
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed May 23, 2012
File No. 000-30371

Dear Mr. Diepholz :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will p rovide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. Please revise to provide the disclosure required by Item of Schedule 14A, including the
information required by Item 202 of Regulation S -K.

2. Please revise to provide the disclosure required by Item 21(a) of Schedule 14A related to
the vote required for approval or election.

K.W. Diepholz
DynaResource, Inc.
May 29, 2012
Page 2

 3. With a view to clarifying disclosure in your revised filing, please clarify for us the
location of your articles of incorporation.  Your Form 10 -K for the year ended December
31, 2011 filed on April 2, 2012 does not include a complete exhibit list.  It is unclear if
your articles of incorporation have been revised or filed since 2007 .

Certain Relationships and Related Transactions, page 13

4. Please  revise to  clarify the statement on p age 14 that there are no related party
transactions .  We note, in this regard, the information contained on pages 28 and 55 of
your December 31, 2011 10 -K, which discusses related party transactions.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the comp any
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 comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Please contact Ronald E. Alper, Staff Attorney, at (202) 551 -3329  or James Lopez, Legal
Branch Chief , at (202) 551 -3536, with any questions.

Sincerely,

        /s/ James Lopez (for)

John Reynolds
Assistant Director

cc:  Roger Crabbe, Esq.