dynaresp63009.htm
DynaResource,
Inc.
The
Urban Towers
222
W. Las Colinas Blvd.; Suite 744 East Tower
Irving,
Texas 75039
(972)
868-9066 / Fax: (972) 868-9067
June 30,
2009
Mr. Roger
Schwall; Mr. John Madison; Mr. Bob Carroll; Mr.
Michael Karney; Mr. Chris White
U.S.
Securities & Exchange Commission
Division
of Corporate Finance
100 F
Street NE
Washington,
DC 20549
| RE: |
DynaResource,
Inc.; Amendment No. 3 to Registration Statement on Form
10 |
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File No.
0-53237 |
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Dear Mr.
Schwall, Mr. Madison, Mr. Carroll, Mr. Karney and Mr. White:
DynaResource,
Inc. received your letter dated June 8, 2009 with comments to the filed Form 10,
Amendment No. 3, for DynaResource, Inc., File No. 0-53237. We
have restated your comments below and have included our responses to each
comment.
Certain Relationships and
Related Transactions, page 33
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1.
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We
note your response to our previous comment 10. Please explain why the fees
to Dynacap Group increased between 2007 and 2006 if DynaResource
Operaciones SA de CV was formed in 2005. Further explain why, if
DynaResource Operaciones was formed in 2005, you only paid $140,360 in
2006 if the base compensation was $15,000 per month. Also, please explain
why you paid $2,738 over the base compensation of $15,000 a month in 2007.
Further, we note that in your Form 10-Q for the quarter ended March 31,
2009, you paid $130,722 during the quarter to Dynacap. Please explain this
large increase in payments to Dynacap for the first quarter of 2009.
Finally, please explain how the determination to increase the base price
written into the Consulting Agreement was memorialized. If there was an
amendment to the Consulting Agreement in writing, please file it as an
exhibit to your registration
statement.
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Answer
Note 6 to the Financial
Statement, in the Form 10-Q for the period ended March 31, 2009, contained a
typographical error regarding the amounts paid to Dynacap. It read,
“In the three months ended March 31, 2009 and 2008, the Company paid $ 130,722
and $0 respectively to Dynacap… ”. This Note should
read: “In the three months ended
March 31, 2009 and 2008, the Company paid $ 0 and $ 30,722 respectively to
Dynacap… ”. The Form 10-Q will be re-filed as Form 10-Q/A to
reflect this change.
In further answer to your
questions; compensation paid to Dynacap in 2006 and 2007 was as
follows:
2006 -
$140,360; 2007 -
$182,738;
In 2006, although the base
compensation agreed was $15,000 per month ($ 5,000. per subsidiary), less
compensation was paid because of a reduction in operational activities in
Mexico. Production activities at SJG were ceased in June, 2006. As a
result, the Company and Dynacap orally agreed to a reduction in
compensation.
In 2007, the compensation
was paid at the base level, due to the increased activity through the Mexican
subsidiaries, resulting from exploration activities conducted pursuant to the
Earn In / Option Agreement with Goldgroup Resources Inc.
Also in 2007, as you
correctly noted, Dynacap was paid $2,738 over the base compensation amount. Additional time was spent
by Dynacap on reconciling certain issues regarding the integration of Goldgroup
personnel into the structure and operations of the Mexican subsidiaries. The
additional time was reported by Dynacap and the Company orally agreed to make
the additional payment.
Additionally, the company affirms the
following:
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The
company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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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
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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.
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We trust
these explanations will answer your questions. Please let us know if
you have further questions, or if you require further clarification on the
answers provided. Thank you again for your professional
attention.
Respectfully,
/s/ KW
Diepholz
K.W. (“K.D.”)
Diepholz
Chairman
/ CEO
/s/
Charles Smith
Charles
E. Smith /CFO
CC.: Scheef
& Stone, LLP.; Mr. Roger Crabb; Ms. Sarah
Benes