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DynaResource,
Inc.

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

Irving,
Texas 75039

June
25, 2012

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
DC 20549

     	Re:
     DynaResource, 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

Ladies
and Gentlemen:

We
received your letter dated May 29, 2012 with comments to the Preliminary Proxy Statement of DynaResource, Inc. We have restated
your comments below and responded in numerical order corresponding with your comments.

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

Response:
Please see the discussion under the heading “PROPOSAL ONE: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE
OF INCORPORATION TO increase the number of authorized shares of our preferred stock from
10,000 to 20,001,000, of which 1,000 shares shall be designated as Series A Preferred Stock” starting on numerical
page 6 of Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A (the “Amendment”), filed today
with the Commission via EDGAR. The discussion under this heading is responsive to the disclosure requirements of Item 11 of Schedule
14A.

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

Response:
The Amendment contains a question and answer section. The discussion following the question “What
vote is required for each item?” starting on numerical page 3 of the Amendment is responsive to the disclosure
requirements of Item 21(a) of Schedule 14A.

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.

Response:
We will be filing tomorrow with the Commission via EDGAR, a Current Report on Form 8-K containing as exhibits, the certificate
of incorporation and all amendments thereto through the date of the filing. The certificate of incorporation has been revised
since 2007 and the exhibit listing in the Form 8-K will make reference to the filing date for the certificate of incorporation
and each amendment thereto.

Please revise to clarify the
statement on page 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.

Response:
The Amendment contains appropriate related party transactions disclosure, starting on numerical page 20 of the Amendment, under
the heading “Certain Relationships and Related Transactions.”

DynaResource,
Inc. (the “Company”) acknowledges the following:

the Company is responsible for the adequacy and accuracy
of the disclosure in the filing (the Amendment);

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.

     Respectfully,

     /s/ K.W. (“K.D.”)  Diepholz

      Chairman
& CEO

cc: Ron
Alper, Esq.