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CORRESP
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    dynaresp21009.htm

    DynaResource,
Inc.

    The
Urban Towers

    222
W. Las Colinas Blvd.;  Suite 744 East Tower

    Irving,
Texas  75039

    (972)
868-9066

    FEBRUARY
10, 2009

    Mr. Roger
Schwall

    Mr. John
Madison

    Mr. Bob
Carroll

    Mr.
George Schuler

    U.S.
Securities & Exchange Commission

    Division
of Corporate Finance

    100 F
Street NE

    Washington,
DC 20549

            RE:

             DynaResource,
      Inc.

             Form 10; File
      No. 0-53237

    Dear Mr.
Schwall, Mr. Madison, Mr. Carroll and Mr. Schuler:

    We
received your letter dated July 31, 2008 with comments to the filed Form 10 for
DynaResource, Inc., File No. 0-53237.   We have restated your
comments below and have included our responses to each comment.  And,
where applicable, we are including comments in the revised Form 10 /
A.

    General

              1.

              We
      note that your Registration statement was automatically effective by
      operation of law on July 14, 2008; however, you have yet to clear all of
      your comments. Further, we note that you are now a reporting company under
      the Exchange Act of 1934 and must begin filing all reports required by
      such Act. In this regard, please be attentive to the upcoming filing
      deadline for your quarterly report for the period ended June 30,
      2008.

              Answer:

              The Company has filed the Form
      10-Qs for the periods ended June 30, 2008, and September 30,
      2008.   In the future, the Company expects to file timely.

    Description of
Business

              2.

              Tell
      us why you are disclosing financial information on a cash basis for the
      years ended 2003, 2004 and 2005. We note from your footnote disclosure
      that you prepare your financial statements on an accrual basis of
      accounting in conformity with accounting principles generally accepted in
      the United States.

        Page 1 of
16

              Answer:

              The reference to the cash basis
      of accounting was a typographical error.  We have deleted the sentences
      that reference the cash basis figures in the form 10 /
      A.

              3.

              Tell
      us and disclose how you acquired effective control of Mineras de
      DynaResource S.A. de C.V. (MinerasDyna). Please be specific in your
      response and tell us your percentage ownership in this subsidiary. Please
      also revise your disclosure in Note 1 of your financial
      statements.

              Answer:

              In an Agreement with the Shareholders
      of Minera Finesterre S.A. de C.V. (MinerasDyna), on January 10, 2004, at a
      General Ordinary Shareholders Meeting, DynaResource, Inc. acquired the
      option to purchase 75 % of the Shares of MinerasDyna (Total of 750 Shares)
      for One Peso per 10 Shares.  The Agreement also provided that
      the other shareholders “….. Relinquish and forfeit any and all rights,
      interests and claims in and to the Corporation and in or to any of the
      rights or assets owned or controlled by the Corporation
      …...”.  The Remaining 25 % of the Shares of Mineras-Dyna is held
      by DynaResource, Inc.  The Option expires on January 6,
      2010.  The Company expects to exercise this option in the
      1st Quarter of
      2009.

    Further,
in accordance with our comment above, The Hall Group CPA’s has revised Note 1 to
the Audited Financial Statement for December 31, 2007.

              4.

              Provide
      the exemption from registration upon which you relied when you issued
      261,581 shares of restricted common stock in
  2006.

              Answer:

              The
      261,581 shares were issued pursuant to the exemption from registration
      found in Rule 506 of Regulation D.

              5.

              Please
      refer to Item 101(h)(4)(iv) of Regulation S-K and provide disclosure
      regarding the competitive conditions affecting your business. If material
      to your operations, please supplement your risk factor disclosure to
      address the impact of any competitive
  conditions.

              Answer:

              We
      have updated our disclosure regarding competitive conditions affecting our
      business in the Form 10 / A.  We have supplemented the risk
      factors in the Form 10 / A.  And, we have included the Risk
      Factors shown below in the Form 10 /
A.

    Business
Risk

    The
exploration and development of mineral deposits involve significant risks which
even a combination of careful evaluation, experience and knowledge may not
eliminate.  There is no assurance that the Company’s exploration
programs will result in any discoveries of commercial ore bodies.  The
Company has numerous competitors with greater financial, technical and other
resources.

    Competitive Business
Conditions

    We
compete with many companies in the mining and exploration business, including
large, established companies with substantial capabilities, personnel, and
financial resources. There is a limited supply of desirable mineral lands
available for claim-staking, lease, or acquisition in Mexico. The Company may be
at a competitive disadvantage in acquiring mineral properties, in competition
with larger companies, many of which have greater financial resources and larger
technical staffs. From time to time, specific properties or areas which would
otherwise be attractive to the Company for acquisition or exploration, may be
unavailable due to their previous acquisition by other companies or due to our
lack of financial resources.

        Page 2 of
16

    Competition
in the industry is not limited to the acquisition of mineral properties, but
also extends to the technical expertise to find, advance, and operate such
properties; the labor to operate the properties; and the capital for the purpose
of funding such properties. Many competitors not only explore for and mine
precious metals, but conduct refining and marketing operations on a world-wide
basis. Such competition may result not only in our company being unable to
acquire desired properties, but also to recruit or retain qualified employees,
to obtain equipment and personnel to assist in our exploration activities, or to
acquire the capital necessary to fund our operation and advance our properties.
Our inability to compete with other companies for these resources would have a
material adverse effect on our results of operation and business.

    General Government
Regulations

    Mexico. Exploration and
development of minerals in Mexico may be carried out through Mexican companies,
incorporated under Mexican law by means of obtaining exploration and development
(exploitation) concessions. Exploration concessions are granted by the Mexican
government for a period of six years from the date of their recording in the
Public Registry of Mining and are not renewable. Holders of exploration
concessions may, prior to the expiration of such concessions, apply for one or
more development concessions covering all or part of the area covered by an
exploration concession.  The 34 mining concessions owned by
DynaResource de Mexico have been duly registered at the Public Registry of
Mining.  Expiration Dates for these concessions range from 10/29/2028
to 1/17/2058.

    Environmental
law in Mexico provides for general environmental policies, with specific
requirements set forth under regulations of the Ministry of Environment, Natural
Resources and Fishing, which regulate all environmental matters with the
assistance of the National Institute of Ecology and the Procuraduria Federal de
Proteccion al Ambiente.

    The
primary laws and regulations governing environmental protection for mining in
Mexico are found in the General Law, the Ecological Technical Standards, and
also in the air, water and hazardous waste regulations, among others. In order
to comply with the environmental regulations, a concessionaire must obtain a
series of permits during the exploration stage. Generally, these permits are
issued on a timely basis after the completion of an application by a concession
holder. The Company believes it maintains its interests in full compliance with
the General Law and its regulations in Mexico.

    Commodities Prices, Impact
on the Company and its Properties

    The
current value and potential value for properties obtained by the Company is
directly related to the market price for gold.  The market price of
gold may also have a significant influence on the market price of our common
stock. If the Company obtains positive drill results and the initial exploration
effort for a property progresses to a point where a commercial production
decision can be made, the decision to put a mine in production and to commit
funds necessary for that purpose would be made long before any revenue from
production would be received. A decrease in the market price of gold at any time
during future exploration or development may prevent a property from being
economically mined or result in the write-off of assets whose value is impaired
as a result of lower gold prices.

        Page 3 of
16

    The
price of gold is affected by numerous factors beyond our control, including
inflation, fluctuation of the United States dollar and foreign currencies,
global and regional demand, the purchase or sale of gold by central banks, and
the political and economic conditions of major gold producing countries
throughout the world. During the last five years, the market price of gold has
fluctuated between approximately $375 and $1,000 per ounce. The volatility of
gold prices represents a substantial risk which is impossible to fully
eliminate. In the event gold prices decline and remain low for prolonged periods
of time, the Company might be unable to explore, develop, or produce revenue
from its properties.

              6.

              Please
      indicate clearly after your bullet point list of production activities in
      2005 that there were no results of production in 2006 and 2007 because you
      stopped producing by choice. Further, provide an explanation for why you
      stopped producing.

              Answer:

              The
      Form 10 incorrectly described no results from production in
      2006.  Results of Production for 2006 are included in the Form
      10 / A, and are shown below:

    3,500 Tons Mined;  750 Oz.
Produced;

    Further,
an explanation as to why the Company suspended production activities is
described in the Form 10 / A, and is included below:

    The Company initiated Test Production
activity in 2003 at the time Gold prices were depressed, and exploration funding
opportunities, while available, were deemed to be too dilutive by Company
management. While the Test Production was profitable (see results disclosed 2003
- 2006), a small scale production activity was not expected to provide the
necessary capital in order to explore a project the size of San Jose de Gracia
(SJG).  However, The Company expects the results of the production
activity to provide significant benefits and insights to the exploration
drilling to be conducted at San Pablo and other areas of SJG. The production
activities confirmed mining and milling production grades, efficiency of
recoveries, and production costs.

    As
Gold prices appreciated into 2006, exploration financing opportunities
increased, and the Company negotiated and entered into the “Earn In / Option
Agreement” with Goldgroup Resources, Inc., dated September 1,
2006.  The Terms of the Earn In / Option Agreement provides for $ 18
million USD. in exploration financing to DynaResource de Mexico (DynaMexico), in
exchange for 50 % of the Shares of DynaMexico, while also providing proven
industry professionals for the SJG project.  (See Earn In / Option
Agreement.)

    Material Agreement Signed to
Develop San Jose de Gracia Property:

              7.

              We
      note that on your website you include a “Notice of Authorizing Formal
      Agreement” which appears to be a summary of the terms of the agreement
      described on page 4 of your registration statement. Please explain why, on
      your website, you state, “$3M. Expended at SJG, Within 18 Months of
      September 15, 2006, will acquire 15% of the Shares of DynaMexico” when in
      the table on page 4, it appears that only $2,000,000 needs to be expended
      for Goldgroup to acquire 15% of the Shares of your
      subsidiary.”

        Page 4 of
16

              Answer:

              The
      table on page 4 shows Goldgroup is required to expend (through
      DynaResource de Mexico) $1,000,000 in Phase I and $2,000,000 in Phase II.
      At the end of Phase I, Goldgroup earned no percentage interest in
      DynaMexico and after Phase II earned a 15% interest. On our website, it
      shows the total of Phase I and Phase II as $3,000,000.  For
      Clarification, the Table is inserted again
  below:

                          Phase

                          On
      or before

                          Amount
      of Funds to be deposited by Goldgroup to DynaMexico (For SJG
      Expenditures)

                          Interest
      Earned (by Goldgroup in DynaMexico)

                          Cumulative
      Interest Earned (by Goldgroup in DynaMexico)

                          1.

                          June
      15, 2007

                          $1,000,000

                          0%

                          0
      %;  Completed.

                          2.

                          March
      15, 2008

                          $2,000,000

                          15%

                          15%;
      Completed.

                          3.

                          September
      15, 2009

                          $3,000,000

                          10%

                          25%;
      Completed.

                          4.

                          March
      15, 2011

                          $12,000,000

                          25%

                          50%;  In
    Process.

                        8.

            Revise to remove
      overly technical terms in your discussion of Phase I and Phase II
      activities. Rather, provide an overview that highlights the material
      developments of such activities during these phases to
      facilitate

            investors’
      understanding of your operations. For example, please consolidate your
      drill hole information into easy to read
tables.

              Answer:

              We
      have removed overly technical terms in the Form 10 / A
      filing.  Also, drill hole information has been consolidated into
      table format.

    Risk
Factors

              9.

              Remove
      language that mitigates the risk being disclosed. For example, eliminate
      phrases beginning with “although” that appear in the first and third risk
      factors on page 7 and the phrase “while” in the second risk factor
      discussion under the caption “Title Matters” on page 8. Similarly, remove
      the phrase in the last risk factor on page 7 regarding your assumptions of
      being quoted. Revise throughout to state the risks
  plainly.

              Answer:

              Language
      in the risk factors that appears to mitigate risk has been eliminated in
      the Form 10 / A.

              10.

              Please
      review your headings to ensure that they are all in the proper
      format.

              Answer:

              We
      have reviewed and revised our headings and believe they are now in the
      proper format.

        Page 5 of
16

              11.

              Include
      a risk factor regarding the fact that 50% of your only income generating
      subsidiary could be