SecProbe.io

November 14, 2024
Alonso Sotomayor
Chief Financial Officer
Dynaresource, Inc.
The Urban Towers
W. Las Colinas Blvd.
Suite 1910 - North Tower
Irving, TX 75039
Re:Dynaresource, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed April 16, 2024
File No. 000-30371
Dear Alonso Sotomayor:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 2. Properties, page 7
We note your disclosure of mineral resources however we are unable to locate the
technical report summary that has been filed in support of the mineral resource.  Item
1302(b)(1) of Regulation S-K requires a registrant to obtain a dated and signed
technical report summary from the qualified person that identifies and summarizes the
information reviewed and conclusions reached by the qualified person about a
registrant's mineral resources.

Item 1302(b)(2)  of Regulation S-K requires a registrant to file the technical report
summary as an exhibit to the relevant registration statement or other Commission
filing when disclosing for the first time mineral reserves or mineral resources or when
there is a material change in the mineral reserves or mineral resources.
 1.

November 14, 2024
Page 2
Please confirm that your technical report summary has been filed and tell us the
location of the report.
2.Item 1302(d)(4) of Regulation S-K requires your mineral resources that aredisclosed
correspond to your fiscal year end.  The instruction also requires you to include
certain assumptions with your mineral resource disclosure including the commodity
price, the cut-off grade, the metallurgical recovery factor, and the point of reference,
for example in-situ, mill feed, saleable product, etc.

Please revise your mineral resource disclosure to comply with these requirements.
3.Item 1302(e) of Regulation S-K requires a comparison of the mineral resources at the
end of the last fiscal year with the mineral resources as of the end of the preceding
fiscal year, and an explanation of any material change between the two.  Please revise
to include this information in your filing.
4.We note that you have included a NI 43-101 underground resource estimate from
2011 in your filing. All mineral resource disclosure should be current as required by
Item 1304(f)(2) of Regulation S-K. Mineral resources should also comply with the
definitions established under Item 1300 of Regulation S-K and be prepared in
accordance with Item 1302(d) of Regulation S-K.  Please revise to remove the NI 43-
101 resource.
Note 1 - Nature of Activities and Significant Accounting Policies
Basis of Presentation, page 8
5.You disclose that your financial statements have been prepared on a going concern
basis that contemplates the realization of assets and discharge of liabilities at their
carrying value in the normal course of business for the foreseeable future.
Considering your negative working capital as of December 31, 2023 and
the significant net losses and cash used in operating activities for the years ended
December 31, 2023 and 2022, please tell us how you concluded that substantial doubt
about your ability to continue as a going concern did not exist.  Please address your
consideration of FASB ASC paragraphs 205-40-50-1 through 5 in your response.
Consolidated Balance Sheets, page 33
6.Please revise your consolidated balance sheet to parenthetically disclose the
requirements of Rule 5-02.27(b) of Regulation S-X and include the disclosure
requirements of Rule 5-02.27(c) under this heading, as applicable.
Consolidated Statements of Operations and Comprehensive Income (Loss), page 35
7.We note you have incurred $8.3 million and 5.7 million of mine exploration costs in
the years ended December 31, 2023 and December 31, 2022 respectively.  We also
note you describe these expenses at page 25 as "costs of extracting waste material to
reach the materials to be extracted for processing."  As these costs appear to be related
to stripping activity rather than exploration activities, please explain why these costs
are presented in a separate line item labelled as mine exploration costs and not
included in your production costs.

November 14, 2024
Page 3
Note 12 - Stockholders' Equity, page 49
8.You disclose at note 12 your Series C Senior Convertible Preferred Stock
is redeemable on demand.  Please tell us how you determined that Series C and D
preferred shares should be classified as temporary equity rather than as liabilities and
your consideration of ASC Subtopic 480-10-25, specifically the conditions in
paragraph 25-4. Additionally tell us how you are accounting for the carrying amount
of Series C and D preferred shares and your consideration of the requirements
in Question 1 of ASC 480-10-S99-2.
Item 9A. Controls and Procedures
Changes in Internal Controls over Financial Reporting, page 60
9.Please provide disclosure of any changes in your internal control over financial
reporting that occurred during your fourth fiscal quarter that has materially affected,
or is reasonably likely to materially affect, your internal control over financial
reporting to comply with Item 308(c) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650
if you have questions regarding comments on the financial statements and related matters.
Please contact John Coleman at 202-551-3610, with questions regarding the engineering
comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation