SEC Comment Letter for DYNARESOURCE, INC. (DYNR) (CIK 0001111741) (DYNR) — Dec 15, 2015
DYNARESOURCE, INC. (DYNR) (CIK 0001111741)
Date: Dec. 15, 2015 · CIK: 0001111741 · Accession: 0000000000-15-057915
AI Filing Summary & Sentiment
File numbers found in text: 000-30371
Referenced dates: November 23, 2015
Letter
Mail Stop: 3561 December 15 , 2015 Via E -Mail Mr. K.D. Diepholz Chief Executive Officer DynaResource Inc. 222 W Las Coli nas Blvd. Suite 744 East Tower Irving, Texas 75039
Re: DynaResource Inc. Form 10-K for the Fiscal Year ended December 31, 2014 Filed May 6 , 2015 Response letter dated November 23, 2015 File No. 000-30371
Dear Mr. Diepholz :
We have reviewed your November 23, 2015 response to our comment letter and have the following comment s. In some of our comment s, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 21 , 2015 letter.
Form 10 -K for the Fiscal Year Ended December 31, 2014
Controls and Procedures, page 65
1. We note your response to prior comment 9 and it appears that your origina l conclusion on the effectiveness of the Company’s disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”) as of December 31, 2014 was based on your conclusion that the prior period revisions, when taken as a whol e, did not result in a material effect on the financial statements of the Company. Please further explain to us the basis for your conclusion that your DC&P and ICFR were effective as of December 31, 2014 and cite the applicable guidance that supports you r assertion that your conclusion on the overall materiality of the financial statement revisions would impact
K.D. Diepholz Dyna Resource Inc . December 15 , 201 5 Page 2
your effectiveness conclusions. Also tell us how you considered the number and significance of the prior period financial statement revisions, an d the fact that they were identified by your newly retained auditor when arriving at your effectiveness conclusions. In this regard, please note that a material weakness as defined in Rule 1 -02 (a) of Regulation S -X, is not limited to the existence of a material financial statement misstatement but rather considers whether there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Changes in Internal co ntrols over Financial Reporting, page 65
2. We note your response to prior comment 11. To the extent you now believe that the existence of material weaknesses led to the errors identified in prior period financial statements , please tell us and revise your disclosure to discuss whether the Company has made any changes, or plans to make future changes, to address the se significant deficiencies and/or material weaknesses .
You may contact Joanna Lam at (202) 551 -3476 or John Archfield at (202) 551 -3315 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/Craig Arakawa for
Show Raw Text
Mail Stop: 3561
December 15 , 2015
Via E -Mail
Mr. K.D. Diepholz
Chief Executive Officer
DynaResource Inc.
222 W Las Coli nas Blvd.
Suite 744 East Tower
Irving, Texas 75039
Re: DynaResource Inc.
Form 10-K for the Fiscal Year ended December 31, 2014
Filed May 6 , 2015
Response letter dated November 23, 2015
File No. 000-30371
Dear Mr. Diepholz :
We have reviewed your November 23, 2015 response to our comment letter and have the
following comment s. In some of our comment s, we may ask you to provide us with information
so we may better understand your disclosure.
Please respond to this letter within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our October 21 ,
2015 letter.
Form 10 -K for the Fiscal Year Ended December 31, 2014
Controls and Procedures, page 65
1. We note your response to prior comment 9 and it appears that your origina l conclusion on
the effectiveness of the Company’s disclosure controls and procedures (“DC&P”) and
internal control over financial reporting (“ICFR”) as of December 31, 2014 was based on
your conclusion that the prior period revisions, when taken as a whol e, did not result in a
material effect on the financial statements of the Company. Please further explain to us
the basis for your conclusion that your DC&P and ICFR were effective as of December
31, 2014 and cite the applicable guidance that supports you r assertion that your
conclusion on the overall materiality of the financial statement revisions would impact
K.D. Diepholz
Dyna Resource Inc .
December 15 , 201 5
Page 2
your effectiveness conclusions. Also tell us how you considered the number and
significance of the prior period financial statement revisions, an d the fact that they were
identified by your newly retained auditor when arriving at your effectiveness conclusions.
In this regard, please note that a material weakness as defined in Rule 1 -02 (a) of
Regulation S -X, is not limited to the existence of a material financial statement
misstatement but rather considers whether there is a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented or
detected on a timely basis.
Changes in Internal co ntrols over Financial Reporting, page 65
2. We note your response to prior comment 11. To the extent you now believe that the
existence of material weaknesses led to the errors identified in prior period financial
statements , please tell us and revise your disclosure to discuss whether the Company has
made any changes, or plans to make future changes, to address the se significant
deficiencies and/or material weaknesses .
You may contact Joanna Lam at (202) 551 -3476 or John Archfield at (202) 551 -3315 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
/s/Craig Arakawa for
Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining