TOWERS @ WILLIAMS SQUARE
5215 N. O'CONNOR BLVD.
SUITE 200
LAS COLINAS/IRVING, TX. 75039
(972) 868-9066/FAX: 868-9067
(800) 510-2283/E-Mail: [email protected]
DYNARESOURCE, INC.
JUNE 09, 2000
TO: The United States Securities and Exchange Commission
Division of Corporate Finance
Mr. H. Roger Schwall - Assistant Director (202-942-1870)
Ms. Jill Davis - (202-942-1996)
Washington, D.C. 20549
Fax: 202-942-9528
RE: DynaResource, Inc./Form 10-SB Registration Statement; Filed April 17, 2000
File Number 0-30371
Revised Form 10 - SB/A; filed May 25;
Dear Mr. Schwall/Ms. Davis:
In response to your comments dated June 2, 2000, please see the following:
1. Your comment was: "We have reviewed your response to our prior comment
number 1 and do not agree with your conclusions. Based on our limited
review of your filing it does not appear that you have commenced your
planned principal operations or generated significant revenue from these
operations. Given that your current operations are primarily devoted to
exploring for natural resources either directly or through joint venture
arrangements, we believe that the status of your operations are within the
scope of SFAS 7. Accordingly, as previously requested, revise your
financial statements to include audited disclosures required by paragraphs
10 to 13 of SFAS 13 from the period of inception to present.
RESPONSE: While the Registrant could still argue the conclusions described
in your comment number 1 above, Registrant is respectfully requesting the
immediate withdrawal of its Form 10-SB and Form 10-SB/A. The Registrant has
recently entered into a material transaction, which upon closing, would
materially affect Registrant's Form 10-SB Filing. In addition, upon the
closing of the material transaction above noted, Registrant would expect to
conduct activities in Mexico, which could also materially affect
Registrant's Form 10-SB Filing. Registrant will expect to Re-File a Form
10-SB at a later time.
2. Your comment was: "We have reviewed your response to our prior comment
number 2 and do not agree with your conclusion. As previously requested,
revise your Form 10-SB and financial statements to refer to your company as
an exploration stage entity, as you do not meet the definition of a
development stage mining company under Guide 7. Refer to the paragraph
(a)(4) and the Instruction to paragraph (a) of Industry Guide 7 and the
Issues in the Extractive Industries, Current Accounting and Disclosure
Issues in the Division of Corporation Finance, January 21, 2000 on our
website (http://www.sec.gov/offices/corpfin/acctdisc.htm#recent)."
RESPONSE: While the Registrant does not agree with your comment number 2,
it is respectfully requesting the withdrawal of its Form 10-SB and Form
10-SB/A. Refer to additional response submitted in Item 1 above.
3. Your comment was: " We have reviewed your response to our prior comment
number 3 and do not fully understand your response. However, based on your
revised disclosure it appears that you are not accounting for your
investment in Minera in accordance with GAAP either. We are deferring any
further review of this matter at this time."
<PAGE>
RESPONSE: Registrant is respectfully requesting the withdrawal of its Form
10-SB and Form 10-SB/A Filing. Please refer to additional response
submitted in Item 1 above.
The Registrant is filing this response, and request for immediate withdrawal of
its Form 10-SB and Form 10 SB/A, electronically on June 12, 2000. A confirming,
original copy of Registrant's response and request for immediate withdrawal is
being couriered to the Securities and Exchange Commission, Zip Code 20549-0405,
attention Mr. H. Roger Schwall. Thank you again for your expeditious review.
Please let us know of any questions or comments regarding Registrant's response
and request for withdrawal of Form 10-SB / From 10-SB/A.
Respectfully,
/s/ K.D. DIEPHOLZ
-----------------------------------
K.D. DIEPHOLZ; Chairman / CEO
On behalf of the Board of Directors
CC: Mr. Mark Cleland
Mr. Neil Baritz/Mr. Bill Federman
