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

1.     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.
 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