SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








(Mark
One)





[ X
      ]
            
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended June 30, 2008





OR





[ 
       ]
            
            TRANSITION
      REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF
    1934











Commission File Number0-53237





DYNARESOURCE,
INC.


(Exact
name of small business issuer as specified in its charter)





Delaware
              
              94-1589426(State
      or other jurisdiction of incorporation or organization)
              
              (IRS
      Employer Identification No.)





222 W LAS
COLINAS BLVD., Suite 744 EAST TOWER, Irving, Texas 75039


(Address
of principal executive offices)





(972)
868-9066


(Issuer's
telephone number)





N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days:.  Yes [    ]   No [X
].





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:







Large
      Accelerated Filer
              [ 
       ]
              Accelerated
      Filer
              [ 
       ]Non-Accelerated
      Filer
              [ 
       ]
              Smaller
      Reporting Company
              [X]





Indicate
by a check mark whether the company is a shell company (as defined by Rule 12b-2
of the Exchange Act:


Yes
[    ]   No [ X ].





As of
December 31, 2008 there were 9,073,913 shares of Common Stock of the issuer
outstanding.





TABLE OF
CONTENTS








PART I
FINANCIAL STATEMENTS





Item
      1.
              Financial
      Statements
              
              3Item
      2.
              Management's
      Discussion and Analysis or Plan of Operation
              
              15





PART II
OTHER INFORMATION





Item
      1.
              Legal
      Proceedings
              
              20Item
      2.
              Changes
      in Securities
              
              20Item
      3.
              Default
      upon Senior Securities
              
              20Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              20Item
      5.
              Other
      Information
              
              20Item
      6.
              Exhibits
      and Reports on Form 8-
              
              20











2


DYNARESOURCE,
INC.


(An
Exploration Stage Company)


Consolidated
Balance Sheets


As
of June 30, 2008 and December 31, 2007








As
      of
                          June
      30, 2008
                          (Unaudited)
                        
                        
                        As
      of
                          December
      31, 2007
                          (Audited)AssetsCurrent
      AssetsCash
      and Cash Equivalents
                        
                        $
                        1,548,944
                        
                        
                        $
                        2,060,665Accounts
      Receivable (Net of Allowance of $0 and $0)
                        
                        
                        0
                        
                        
                        
                        13,079Foreign
      Tax Receivable
                        
                        
                        188,135
                        
                        
                        
                        151,852Other
      Current Assets
                        
                        
                        199,416
                        
                        
                        
                        72,063Total
      Current Assets
                        
                        
                        1,936,495
                        
                        
                        
                        2,297,659Fixed
      Assets:Mining
      Camp Equipment and Fixtures (Net of
      Accumulated       Depreciation
      of  $338,703 and $325,507)
                        
                        
                        376,535
                        
                        
                        
                        389,731Mining
      Properties (Net of Accumulated Amortization of
      $348,509   and $288,510)
                        
                        
                        4,354,857
                        
                        
                        
                        4,414,857Total
      Fixed Assets
                        
                        
                        4,731,392
                        
                        
                        
                        4,804,588TOTAL
      ASSETS
                        
                        $
                        6,667,887
                        
                        
                        $
                        7,102,247LIABILITIES,
      MINORITY INTEREST AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      Payable
                        
                        $
                        0
                        
                        
                        $
                        0Accrued
      Expenses
                        
                        
                        59,610
                        
                        
                        
                        40,165Total
      Liabilities
                        
                        
                        59,610
                        
                        
                        
                        40,165Minority
      Interest
                        
                        
                        25,170
                        
                        
                        
                        344,980Stockholders’
      Equity:Preferred
      stock, $1.00 par value, 10,000 shares
                          authorized,
      1,000 and 1,000 shares issued and outstanding
                        
                        
                        1,000
                        
                        
                        
                        1,000Common
      stock, $.01 par value, 12,500,000 shares
                          authorized,
      8,340,892 and 8,276,824 shares issued
                          and
      outstanding respectively
                        
                        
                        83,409
                        
                        
                        
                        82,768Preferred
      Rights
                        
                        
                        40,000
                        
                        
                        
                        40,000Additional
      Paid In Capital
                        
                        
                        18,254,099
                        
                        
                        
                        15,874,681Treasury
      Stock
                        
                        
                        (
      7,500
                        )
                        
                        
                        (
      7,500
                        )Other
      Comprehensive Income /(Loss)
                        
                        
                        (250,282
                        )
                        
                        
                        41,711Accumulated
      Deficit
                        
                        
                        (6,002,516
                        )
                        
                        
                        (6,002,516
                        )Accumulated
      Deficit Since Reentering the Development Stage
                        
                        
                        (5,535,103
                        )
                        
                        
                        (3,313,042
                        )Total
      Stockholders’ Equity
                        
                        
                        6,583,107
                        
                        
                        
                        6,717,102TOTAL
      LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ EQUITY
                        
                        $
                        6,667,887
                        
                        
                        $
                        7,102,247






See
accompanying summary of accounting policies and notes to financial
statements.








3




DYNARESOURCE,
INC.


(An
Exploration Stage Company)


Consolidated
Statement of Operations and Comprehensive Loss


For
the Three and Six Months Ended June 30, 2008 and 2007


(Unaudited)





Three
      Months Ended
              
              
              Six
      Months Ended
              
              
              Cumulative
      since reentering the Exploration Stage (January 1, 2007)June
      30,
                2008
              
              
              June
      30, 2007
              
              
              June
      30,
                2008
              
              
              June
      30,
                2007
              
              
              Through
      June 30, 2008REVENUE
              
              $
              0
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0COST
      OF REVENUE (exclusive of
                depreciation
      and amortization shown separately below)Exploration
      Costs
              
              
              1,236,789
              
              
              
              450,469
              
              
              
              2,127,837
              
              
              
              645,194
              
              
              
              4,225,215GROSS
      MARGIN
              
              
              (1,236,789
              )
              
              
              (450,469
              )
              
              
              (2,127,837
              )
              
              
              (645,194
              )
              
              
              (4,225,215
              )OPERATING
      EXPENSES:Depreciation
      and Amortization
              
              
              36,598
              
              
              
              4,671
              
              
              
              73,196
              
              
              
              9,341
              
              
              
              219,587General
      and Administrative
              
              
              449,360
              
              
              
              140,853
              
              
              
              632,558
              
              
              
              315,429
              
              
              
              1,609,070TOTAL
      OPERATING EXPENSES
              
              
              485,958
              
              
              
              145,524
              
              
              
              705,754
              
              
              
              324,770
              
              
              
              1,828,657NET
      OPERATING LOSS
              
              
              (1,722,747
              )
              
              
              (595,993
              )
              
              
              (2,833,591
              )
              
              
              (969,964
              )
              
              
              (6,053,872
              )OTHER
      INCOMEPortfolio
      Income
              
              
              185
              
              
              
              3,522
              
              
              
              745
              
              
              
              4,430
              
              
              
              7,372Other
      Income
              
              
              2,254
              
              
              
              0
              
              
              
              2,254
              
              
              
              0
              
              
              
              2,254TOTAL
      OTHER INCOME
              
              
              2,439
              
              
              
              3,522
              
              
              
              2,999
              
              
              
              4,430
              
              
              
              9,626NET
      LOSS BEFORE MINORITY INTEREST AND TAXES
              
              
              (1,720,308
              )
              
              
              (592,471
              )
              
              
              (2,830,592
              )
              
              
              (965,534
              )
              
              
              (6,044,246
              )Provision
      for Income Tax Benefit
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              38,259Minority
      (Earnings) Loss in Subsidiary
              
              
              177,405
              
              
              
              0
              
              
              
              319,810
              
              
              
              0
              
              
              
              319,810NET
      LOSS
              
              $
              (1,542,903
              )
              
              $
              (592,471
              )
              
              $
              (2,510,782
              )
              
              $
              (965,534
              )
              
              $
              (5,686,177
              )Other
      Comprehensive Income:Currency
      Translation Gain (Loss)
              
              
              218,229
              
              
              
              (85,236
              )
              
              
              288,721
              
              
              
              (134,618
              )
              
              
              280,896COMPREHENSIVE
      LOSS
              
              $
              (1,324,674
              )
              
              $
              (677,707
              )
              
              $
              (2,222,061
              )
              
              $
              (1,100,152
              )
              
              $
              (5,405,281
              )Earnings/(Loss)
      per share, Basic
              
              $
              (0.16
              )
              
              $
              (0.09
              )
              
              $
              (
      0.27
              )
              
              $
              (
      0.14
              )Weighted
      Shares Outstanding, Basic
              
              
              8,282,611
              
              
              
              7,875,000
              
              
              
              8,288,067
              
              
              
              7,875,000Earnings/(Loss)
      per share, Diluted
              
              $
              (0.13
              )
              
              $
              (0.09
              )
              
              $
              (
      0.22
              )
              
              $
              (
      0.14
              )Weighted
      Shares Outstanding, Diluted
              
              
              10,007,194
              
              
              
              7,875,000
              
              
              
              10,012,650
              
              
              
              7,875,000





See
accompanying summary of accounting policies and notes to financial
statements.


4


DYNARESOURCE,
INC.


(An
Exploration Stage Company)


Consolidated
Statements of Cash Flows


(Unaudited)








Six
      Months Ended June 30, 2008
              
              
              Six
      Months Ended June 30, 2007
              
              
              Cumulative
      Since Reentering the Exploration Stage (January 1, 2007)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
              
              $
              (2,510,782
              )
              
              $
              (965,534
              )
              
              $
              (5,686,177
              )Adjustments
      to reconcile net deficit to cash used
                by
      operating activities:Common
      Shares Issued for Services
              
              
              175,658
              
              
              
              0
              
              
              
              285,245Preferred
      Shares Issued for Services
              
              
              0
              
              
              
              0
              
              
              
              1,000Depreciation
      and amortization
              
              
              73,196
              
              
              
              9,341
              
              
              
              219,587Minority
      Interest
              
              
              (319,810
              )
              
              
              0
              
              
              
              (319,810
              )Change
      in assets and liabilities:Decrease
      in accounts receivable
              
              
              13,079
              
              
              
              199,143
              
              
              
              199,143Increase
      in foreign tax receivable
              
              
              (36,283
              )
              
              
              (61,547
              )
              
              
              (138,931
              )Increase
      in other current assets
              
              
              (127,353
              )
              
              
              (64,649
              )
              
              
              (122,325
              )Increase/(decrease)  in
      accrued expenses
              
              
              19,446
              
              
              
              (38,766
              )
              
              
              (85,929
              )Decrease  in
      deferred tax liability
              
              
              0
              
              
              
              (38,259
              )
              
              
              (38,259
              )CASH
      FLOWS FROM (USED) IN OPERATING ACTIVITIES
              
              
              (2,712,849
              )
              
              
              (960,271
              )
              
              
              (5,686,456
              )CASH
      FLOWS USED IN INVESTING ACTIVITIESPurchase
      of fixed assets
              
              
              0
              
              
              
              (27,336
              )
              
              
              (82,132
              )CASH
      FLOWS USED IN INVESTING ACTIVITIES
              
              
              0
              
              
              
              (27,336
              )
              
              
              (82,132
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from DynaMexico Earn In
              
              
              2,150,000
              
              
              
              1,040,492
              
              
              
              5,193,004Proceeds
      from sale of common stock
              
              
              54,400
              
              
              
              0
              
              
              
              1,199,714Other
      comprehensive income/(loss)
              
              
              (291,993
              )
              
              
              87,476
              
              
              
              (169,422
              )Purchase
      of treasury stock
              
              
              0
              
              
              
              (7,500
              )
              
              
              (7,500
              )CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
              
              
              1,912,407
              
              
              
              1,120,468
              
              
              
              6,215,796Effect
      of exchange rate on cash
              
              
              288,721
              
              
              
              (134,618
              )
              
              
              280,896NET
      INCREASE (DECREASE) IN CASH
              
              
              (511,721
              )
              
              
              (1,757
              )
              
              
              728,104Cash,
      beginning of period
              
              
              2,060,665
              
              
              
              820,840
              
              
              
              820,840Cash,
      end of period
              
              $
              1,548,944
              
              
              $
              819,083
              
              
              $
              1,548,944SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
              
              $
              0
              
              
              $
              0Income
      taxes paid
              
              $
              0
              
              
              $
              0








See
accompanying summary of accounting policies and notes to financial
statements.










5


DYNARESOURCE,
INC.


(An
Exploration Stage Company)


NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2008


(Unaudited)





NOTE 1 – NATURE OF
ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES





Nature of Activities,
History and Organization:





DynaResource,
Inc. (The “Company”) was organized September 28, 1937, as a California
corporation under the name of West Coast Mines, Inc.  In 1998, the
Company re-domiciled to Delaware and changed its name to DynaResource,
Inc.  The Company is in the business of acquiring, investing in, and
developing precious metal properties, and the production of precious
metals.







In 2000,
the Company formed a wholly owned subsidiary, DynaResource de Mexico S.A. de
C.V. chartered in Mexico (“DynaMexico”).  This Company was formed to
acquire, invest in and develop resource properties in Mexico.  In
2005, the Company formed DynaResource Operaciones de San Jose De Gracia S.A. de
C.V. (“DynaOperaciones”) and acquired effective control of Mineras de
DynaResource S.A. de C.V. (formerly Minera Finesterre, S.A. de C.V.)
(“MinerasDyna”).   The Company owns 25% of Mineras and acquired
effective control of Mineras by acquiring the option to purchase the remaining
75% of the Shares of Mineras for seventy five pesos (approximately $7.00 in
United States dollars), as of December 31, 2007.   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 Option
expires at January 6, 2010.   The results of Mineras are
consolidated with those of the Company.







In
January 2008, the Company transferred 15% of the ownership of DynaMexico to
Goldgroup Resources Inc., in exchange for $3,000,000 Cash contribution and
exploration expenditures at SJG, and in August 2008, the Company transferred an
additional 10% of the ownership of DynaMexico to Goldgroup Resources Inc., in
exchange for an additional $3,000,000 Cash and exploration expenditures at SJG
(See Note 6 below).    Through September 30, 2008, Goldgroup
has contributed $ 7,093,004 to DynaMexico, and it currently owns 25% of
DynaMexico.







The
Company produced approximately $7,000,000 in revenues from production activities
during the years ended December 31, 2003 through December 31, 2006, and
suspended this activity voluntarily to concentrate its efforts on exploration
and development. In accordance with that decision, as of January 1, 2007, the
Company re-entered the Exploration Stage and has presented its cumulative
results since reentering the Exploration Stage, in accordance with Statement of
Financial Accounting Standard (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises,”  and will continue this
presentation until it again has revenues from operations.





Unaudited Interim Financial
Statements:





The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
and applicable Securities and Exchange Commission (“SEC”) regulations for
interim financial information. These financial statements are unaudited and, in
the opinion of management, include all adjustments (consisting of normal
recurring accruals) necessary to present fairly the balance sheets, statements
of operations and statements of cash flows for the periods presented in
accordance with accounting principles generally accepted in the United States.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been condensed or omitted pursuant to SEC rules and
regulations. It is presumed that users of this interim financial information
have read or have access to the audited financial statements and footnote
disclosure for the preceding fiscal year contained in the on Form 10 that was
effective on July 15, 2008.   Operating results for the interim
periods presented are not necessarily indicative of the results that may be
expected for the year ending December 31, 2008.










6





Significant Accounting
Policies:





The
Company’s management selects accounting principles generally accepted in the
United States of America and adopts methods for their
application.  The application of accounting principles requires the
estimating, matching and timing of revenue and expense. It is also necessary for
management to determine, measure and allocate resources and obligations within
the financial process according to those principles.  The accounting
policies used conform to generally accepted accounting principles which have
been consistently applied in the preparation of these financial
statements.





The
financial statements and notes are representations of the Company’s management
which is responsible for their integrity and objectivity. Management further
acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud.  The Company's system of
internal  accounting control is designed to assure, among other items,
that  1) recorded  transactions  are
valid;  2) valid  transactions  are
recorded;  and  3)
transactions  are  recorded in the proper  period
in a timely  manner to produce financial  statements which
present fairly the financial  condition,  results of
operations  and cash  flows of
the  Company  for
the  respective  periods  being
presented.





Management
believes that all adjustments necessary for a fair statement of the results of
the three and six months ended June 30, 2008 and 2007 have been
made.







Basis of
Presentation:




The
Company prepares its Financial Statements on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United
States.






Principles of
Consolidation:




The
financial statements include the accounts of DynaResource, Inc. as well as
DynaResource de Mexico, S.A. de C.V., DynaResource Operaciones S.A. de C.V. and
Mineras de DynaResource S.A. de C.V.  All significant inter-company
transactions have been eliminated.     All amounts are
presented in U.S. Dollars unless otherwise stated.




The
subsidiary’s functional currency is the U.S. dollar. As a result, the financial
statements of the subsidiary have been re-measured from Mexican pesos into U.S.
dollars using (i) current exchange rates for monetary asset and liability
accounts, (ii) historical exchange rates for nonmonetary asset and liability
accounts, (iii) historical exchange rates for revenues and expenses associated
with nonmonetary assets and liabilities and (iv) the weighted average exchange
rate of the reporting period for all other revenues and expenses. In addition,
foreign currency transaction gains and losses resulting from U.S. dollar
denominated transactions are eliminated. The resulting re-measured gain or loss
is recorded in other comprehensive (loss) income.




The
financial statements of the subsidiary should not be construed as
representations that Mexican pesos have been, could have been or may in the
future be converted into U.S. dollars at such rates or any other
rates.





Relevant
exchange rates used in the preparation of the financial statements for the
subsidiary are as follows for the six months ended June 30, 2008 (Mexican pesos
per one U.S. dollar):




June 30, 2008Current
      exchange rate
                Pesos.
                
                
                10.30Weighted
      average exchange rate for the six months ended
                Pesos.
                
                
                10.42







Cash and Cash
Equivalents:




The
Company considers all highly liquid debt instruments with a maturity of three
months or less to be cash equivalents.  At times, cash balances may be
in excess of the FDIC insurance limits.  The carrying amount
approximates fair market value.







7






Accounts Receivable and
Allowance for Doubtful Accounts:




The
allowance reserve for accounts receivable is recorded when receivables are
considered to be doubtful of collection.  No allowance has been
established as all receivables were deemed to be fully collectible.




Inventory:




As the
Company ceased minimum production in 2006, there is no inventory as of June 30,
2008 and December 31, 2007.




Fixed
Assets:




Fixed
assets are carried at cost.  Depreciation is provided over each
asset’s estimated useful life.  Upon retirement and disposal, the
asset cost and related accumulated depreciation are removed from the accounts
and any resulting gain or loss is included in the determination of the net
income.  Expenditures for geological and engineering studies,
maintenance and claim renewals are charged to expense when
incurred.  Additions and significant improvements are capitalized and
depreciated.




Mining
Properties:




The
Company is an ‘Exploration Stage’ company as defined in “SEC Industry Guide
7”.  Mining properties consist of 34 concessions at the San
Jose de Gracia property the basis of which are deferred until the properties are
brought into production, at which time they will be amortized on the unit of
production method based on estimated recoverable reserves.  If it is
determined that the deferred costs related to a property are not recoverable
over its productive life, those costs will be written down to fair value as a
charge to operations in the period in which the determination is made. The
amounts at which mineral properties and the related deferred costs are recorded
do not necessarily reflect present or future values.




The
recoverability of the book value of each property will be assessed annually for
indicators of impairment such as adverse changes to any of the
following:




·
            estimated
      recoverable ounces of gold, silver or other precious
    minerals;


·
            estimated
      future commodity prices;


·
            estimated
      expected future operating costs, capital expenditures and
      reclamation    expenditures




A
write-down to fair value will be recorded when the expected future cash flow is
less than the net book value of the property or when events or changes in the
property indicate that carrying amounts are not recoverable.  This analysis
will be completed as needed, and at least annually.  As of the date of
this filing no events have occurred that would require write-down of any
assets.




Exploration,
development, direct field costs and administrative costs are expensed in the
period incurred.




The
carrying amounts of the mining concessions are reviewed at each calendar year
end to determine whether there is any indication of impairment. If such
indication of impairment exists, the asset’s recoverable amount will be reduced
to its estimated fair value. As of December 31, 2007 and no indications of
impairment existed.




Use of
Estimates:




In order
to prepare financial statements in conformity with accounting principles
generally accepted in the United States, management must make estimates,
judgments and assumptions that affect the amounts reported in the Financial
Statements and determines whether contingent assets and liabilities, if any, are
disclosed in the financial statements.  The ultimate resolution of
issues requiring these estimates and assumptions could differ significantly from
resolution currently anticipated by management and on which the financial
statements are based.








8






Revenue
Recognition:




The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery or service has occurred, the sale price is fixed or determinable and
receipt of payment is probable.




Revenues
earned from the sale of precious metal concentrates are recognized as the title
to the material is passed to the buyer upon delivery.




Earnings (Loss) per Common
Share:




Earnings
(loss) attributable to common stock is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
year.     Diluted loss per share is computed using the
weighted average number of shares and dilutive potential common shares
outstanding.




Comprehensive
Income:





SFAS No.
130 “Reporting Comprehensive Income”, establishes standards for reporting and
display of comprehensive income and its components in a full set of general
purpose financial statements.    The Company’s comprehensive
income consists of net income and other comprehensive income (loss), consisting
of unrealized net gains and losses on the translation of the assets and
liabilities of its foreign operations.




Recently Issued Accounting
Pronouncements:





The
Company  does not
expect  the  adoption  of  recently  issued  accounting
pronouncements  to have a significant  impact on the
Company’s  results of  operations, financial position or
cash flow.  See Note 10 for a discussion of new accounting
pronouncements.




Fair Value of Financial
Instruments:





In
accordance with the reporting requirements of SFAS No. 107, Disclosures About
Fair Value of Financial  Instruments,  the
Company  calculates the fair value of its assets
and  liabilities which qualify as
financial  instruments  under this statement and includes
this additional information in the notes to the financial
statements  when the fair value is different  than
the  carrying  value of those financial
instruments.  At June 30, 2008, the Company did not have any financial
instruments other than cash and cash equivalents.






NOTE 2 – FIXED
ASSETS







Fixed
assets are stated at cost and consist of the following at June 30,
2008:







Mining
      Camp Equipment and Fixtures
                
                $
                454,563Transportation
      Equipment
                
                
                155,084Lab
      Equipment
                
                
                14,306Machinery
      and Equipment
                
                
                33,211Office
      Furniture and Fixtures
                
                
                22,376Office
      Equipment
                
                
                3,448Computer
      Equipment
                
                
                32,250$
                715,238Less:
      Accumulated Depreciation
                
                
                (338,703
                )Total
                
                $
                376,535








9




Depreciation
has been provided over each asset’s estimated useful life ranging from 5 to 8
years. Depreciation expense was $13,196 and $9,341 for the six months ended June
30, 2008 and 2007, respectively.







NOTE 3 – MINING
PROPERTIES







Mining
properties are carried at the lower of cost or market value and consist of the
following at June 30, 2008:







San
      Jose de GraciaMining
      Concessions
                            
                            $
                            4,703,367Less:
      Accumulated Amortization
                            
                            
                            (348,510
                            )Total
                            
                            $
                            4,354,857








Amortization
expense was $60,000 and $0 for the six months ended June 30, 2008 and 2007,
respectively.







NOTE 4 – INCOME
TAXES







During
the year ended December 31, 2007, the Company adopted Financial Accounting
Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” (FIN 48), which supplements SFAS No. 109, “Accounting for Income
Taxes”, by defining the confidence level that a tax position must meet in order
to be recognized in the financial statements.   The
Interpretation requires that the tax effects of a position be recognized only it
if is “more-likely-than-not” to be sustained based solely on its technical
merits as of the reporting date.  The more-likely-than-not threshold
represents a positive assertion by management that a company is entitled to the
economic benefits of a tax position.    If a tax position is
not considered more-likely-than-not to be sustained based solely on its
technical merits, no benefits of the tax position are to be
recognized.  Moreover, the more-likely-than-not threshold must
continue to be met in each reporting period to support continued recognition of
a benefit.  With the adoption of FIN 48, companies are required to
adjust their financial statements to reflect only those tax positions that are
more-likely-than-not to be sustained.  Any necessary adjustment would
be recorded directly to retained earnings and reported as a change in accounting
principle.





The
Company did not provide any current or deferred U.S. federal income tax
provision or benefit for any of the periods presented, as the Company has
experienced operating losses since reentering the development
stage.   The Company provided a full valuation allowance on the
net deferred tax asset, consisting of net operating loss carry forwards, because
management has determined that it is more-likely-than-not that the Company will
not earn income sufficient to realize the deferred tax assets during the carry
forward period.





The
components of the Company’s deferred tax asset as of June 30, 2008 are as
follows:





June
      30, 2008Net
      operating loss carry forward
                
                $
                3,861,778Valuation
      allowance
                
                
                (3,861,778
                )Net
      deferred tax asset
                
                $
                0





A
reconciliation of the statutory income tax rates and the effective rate is as
follows:








10






June
      30, 2008Tax
      at statutory rate (blended U.S. and Mexico)
                
                
                34
                %Valuation
      allowance
                
                
                (34
                %)Effective
      rate
                
                
                -








Upon
adoption of FIN 48, the Company had no gross unrecognized tax benefits that, if
recognized, would favorably affect the effective income tax rate in future
periods.  The Company has not accrued any additional interest or
penalties as a result of the adoption of FIN 48.




The
Company has nominal net operating profits in DynaResource de Mexico SA. de CV.,
Mineras de DynaResource SA de CV., and DynaResource Operaciones de San Jose De
Gracia SA. de CV. and will be subject to Mexican corporate tax for any future
net revenues.







NOTE 5 – MATERIAL
AGREEMENTS







Financing / Sale of
Stock:







On
September 1, 2006 the Company signed a “Stock Purchase and Earn In Agreement”
(“Earn In”) between:  DynaResource, Inc. (“DynaResource”) and
DynaResource de Mexico SA. de CV. (“DynaMexico”), (“Seller”); and Goldgroup
Resources, Inc., of Vancouver, British Columbia (“Goldgroup”), (“Buyer”), and
Together, (“the Parties”).





The Earn
In provides for the sale of up to fifty per cent (50 %) of the total outstanding
shares of DynaMexico, the wholly owned subsidiary of DynaResource, and the owner
of the San Jose de Gracia District in northern Sinaloa Mexico
(“SJG”);  In exchange for the total cash contributions to DynaMexico,
and expenditures related to the development of the SJG, in the amount of
Eighteen Million Dollars USD. ($18,000,000.) by Goldgroup; contributed in four
(4) Phases, as set forth below:





Phase
              On
      or before
              Amount
      of Funds to be deposited 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%2.
              March
      15, 2008
              $2,000,000
              15%
              15%3.
              September
      15, 2009
              $3,000,000
              10%
              25%4.
              March
      15, 2011
              $12,000,000
              25%
              50%








As of
July 16, 2008, Goldgroup Resources, Inc. had deposited sufficient funds under
the Earn-In Agreement to complete Phase 3 of the Earn In Agreement.





Completion of Phase 1, Phase II and Phase III
of Earn In Agreement







Activities
related to the exploration and development of SJG are being conducted by
DynaMexico, through an Operating Agreement with the subsidiary, Mineras de
DynaResource SA de CV. (“MinerasDyna”); with the Company’s operations being
contracted by MinerasDyna through to the company’s personnel management
subsidiary, DynaResource Operaciones, SA de CV (“DynaOperaciones”).






11






On
December 28, 2007 Goldgroup completed Phase II of the Earn In Agreement, through
the contributions of Capital of $3,368,088 to DynaMexico and the expenditures
related to the exploration of SJG of 27,063,453 pesos, with the remainder held
in cash in DynaMexico, In January 2008, 15% of the Shares of DynaMexico were
transferred to Goldgroup.




At June
30, 2008, the Company reports total deposits to DynaMexico by Goldgroup in
excess of $ 5,500,000. USD; with total expenditures through DynaMexico of $
51,220,979.87 pesos.





On July
16, 2008, the Goldgroup completed Phase III of the Earn In Agreement through
total contributions of capital under the Earn In Agreement of $6,118,009 with
total expenditures related to the exploration of SJG of $57,252,898 pesos, with
the remainder held in cash in DynaMexico, In January 2008, 15% of the Shares of
DynaMexico were transferred to Goldgroup.  In August 2008, an
additional 10% of the Shares of DynaMexico were transferred to Goldgroup, so
that Goldgroup now owns 25% of DynaMexico.







NOTE 6 – RELATED PARTY
TRANSACTIONS




The
Company paid $60,222 and $50,000 to Dynacap Group, Ltd. (an entity managed by
officers of the Company) for consulting and other expenses for the six months
ended June 30, 2008 and 2007,  respectively.







NOTE 7 – STOCKHOLDERS’
EQUITY




Preferred Stock
  The
Company is authorized to issue 10,000 Series “A” Preferred Shares at a par value
of $1.00 per share.  These shares have full voting rights.  In October
2007, the Company issued 1,000 shares of Preferred A shares to its CEO, K.D.
Diepholz.  These Series A Preferred Shares retain the right to elect a
majority of the Board of Directors.  There were 1,000 and 0 Series A
Preferred Shares outstanding at December 31, 2007 and 2006,
respectively.


Common
Stock




The
Company is authorized to issue 12,500,000 common shares at a par value of
$0.01 per share.  These shares have full voting rights.  At December
31, 2007 , there were 8,276,824  shares outstanding.  As of June 30,
2008, there were 8,340,892  shares outstanding.   As of December
31, 2007, the Company had not paid any cash dividends; but in September
2007  paid a non-cash dividend of property totaling $ 129,822.





Preferred
Rights




The
Company issued “Preferred Rights” and received $0 in 2005 and 2004, $158,500 in
2003, and $626,250 in 2002 for the rights to percentages of revenues generated
from the San Jose de Gracia Pilot Production Plant.  This has been
reflected as “Preferred Rights” in stockholders’ equity.  As of
December 31, 2004, $558,312 had been repaid, leaving a balance of
$226,188.  As of December 31, 2005, $186,188 has been repaid, leaving
a balance of $40,000.







Treasury
Stock




Treasury
stock is accounted for by the cost method.  The Company may from time
to time purchase and resell its own common stock.  The Company has
3,396 common shares in its treasury.







Common Stock
Options




There are
2,789,328 options outstanding at June 30, 2008 and consist of the
following:




1,074,583
options entitle the holder to purchase one share of the Company’s common stock
at a price of $2.50 per share, and expire November 15, 2008.  No
options were exercised or cancelled during the period.




456,653
options entitle the holder to purchase one share of the Company’s common stock
at a price of $3.75 per share and expire November 15, 2009.  12,000
options were exercised during the period.




240,917
Options entitle the holder to purchase one share of the Company’s common stock
at a price of $5.00 per share and expire November 15, 2009.  No
options were exercised or cancelled since issuance.




150,000
options entitle the holder to purchase one share of the Company’s common stock
at a price of $2.50 per share and expire November 15, 2009.  No
options were exercised or cancelled during the period.








12






500,000
options held by officers and directors entitle the holders to purchase one share
of the Company’s common stock at a price of $2.50 per share and expire November
15, 2009.  No options were exercised or cancelled during the
period.




365,318
options entitle the holder to purchase one share of the Company’s common stock
at a price of $5.00 per share and expire November 15, 2009.  No
options were exercised or cancelled since issuance.




1,880
options entitle the holder to purchase one share of the Company’s common stock
at a price of $10.00 per share and expire November 15, 2009.   No
options were exercised or cancelled since issuance.







NOTE 8 – EMPLOYEE BENEFIT
PLANS




There is
currently no qualified or non-qualified employee pension, profit sharing, stock
option, or other plans authorized for any class of employees.







NOTE 9 – COMMITMENTS AND
CONTINGENGIES





Three
additional Mining Concessions in Mexico were applied for, and at the time that
Title of these Concessions are completed to DynaMexico, would extend the SJG
District by approximately 95,000 Hectares.





NOTE 11 - RECENTLY ADOPTED
ACCOUNTING PROUNCEMENTS





June
2006, the FASB issued  Interpretation  No. 48 ("FIN No.
48"),  Accounting
for Uncertainty in Income Taxes - an interpretation of FASB Statement
109, which
clarifies  the  accounting  for  uncertainty  in
income taxes  recognized  in an
enterprise's  financial  statements in accordance with SFAS
No. 109,  Accounting
for Income Taxes.  The Interpretation provides a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return.  Under FIN No. 48, the Company may recognize the tax benefit
from an uncertain tax position only if it is more likely
than  not  that  the
tax  position  will be sustained  on
examination  by the taxing  authorities,  based on
the  technical  merits of the position.  The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater likelihood of being
realized upon ultimate settlement.  FIN No. 48 also provides guidance
on de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN No. 48 is effective for us beginning
July 1, 2007. We do not expect FIN No. 48 to have a material impact on our
financial statements.





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Standards (“SFAS”) No. 157, Fair Value Measurements
(“SFAS No. 157”), which defines fair value, establishes a framework for
consistently measuring fair value under GAAP and expands disclosures about fair
value measurements. SFAS No. 157 became effective for the Company on
January 1, 2008. SFAS No. 157 establishes a hierarchy in order to segregate fair
value measurements using quoted prices in active markets for identical assets or
liabilities, significant other observable inputs and significant unobservable
inputs. For assets and liabilities that are measured at fair value on a
recurring basis, SFAS No. 157 requires disclosure of information that enables
users of financial statements to assess the inputs used to determine fair value
based on the aforementioned hierarchy. See Note 11 for further information
regarding our assets and liabilities that are measured at fair value on a
recurring basis.





In
February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2 “Partial
Deferral of the Effective Date of Statement 157”. FSP 157-2 delays the
effective date of SFAS No. 157 to fiscal years beginning after
November 15, 2008 for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually). The Company has adopted
SFAS No. 157 as of January 1, 2008 related to financial assets
and financial liabilities. Refer to Note 11 for additional discussion on
fair value measurements. The Company is currently evaluating the impact of
SFAS No. 157 related to nonfinancial assets and nonfinancial
liabilities on the Company’s financial position, results of operations and cash
flows.





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities – Including an Amendment of FASB Statement
No. 115(“SFAS No. 159”). SFAS No. 159 permits entities to
choose to measure eligible items at fair value at specified election dates and
report unrealized gains and losses on items for which the fair value option has
been elected in earnings at each subsequent reporting date.
SFAS No. 159 was effective for the Company on January 1, 2008.
However, the Company has not elected to apply the provisions of SFAS No. 159 to
any of our financial assets and financial liabilities, as permitted by the
Statement.






13





NOTE 12 –ACCOUNTING PRONOUNCEMENTS
NOT YET ADOPTED





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS
No. 141(R)”) which replaces SFAS No. 141, Business Combinations, and
requires the acquirer of a business to recognize and measure the identifiable
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquiree at fair value. SFAS No. 141(R) also requires transaction costs
related to the business combination to be expensed as incurred. SFAS No. 141(R)
is effective for business combinations for which the acquisition date is on or
after fiscal years beginning after December 15, 2008. Management does not
believe that adoption of this statement will have a material impact on the
Company’s consolidated financial position or results of operations.





In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements (“SFAS No. 160”). This Statement amends
ARB No. 51, Consolidated
Financial Statements, to establish accounting and reporting standards for
the non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 is effective for fiscal years beginning after December
15, 2008. We are currently evaluating the effect that the adoption of SFAS No.
160 will have on our consolidated financial position, results of operations and
cash flows.





In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities.The new standard is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity’s financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. Management is
currently evaluating the effect of this pronouncement on financial
statements.





In June
2008, the Securities and Exchange Commission announced that it has approved a
one-year extension of the compliance data for smaller public companies to meet
the section 404(b) auditor attestation requirement of the Sarbanes-Oxley
Act.  With the extension, small companies will now be required to
provide the attestation reports in their annual reports for the fiscal years
ending on or after December 15, 2009.





NOTE 13 – FAIR VALUE OF FINANCIAL
      INSTRUMENTS




In
September 2006, the FASB issued SFAS 157, Fair Value Measurement. SFAS
157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures about fair
value measurements. SFAS 157 was effective for our financial assets and
liabilities on January 1, 2008. The FASB delayed the effective date of SFAS
157 for all non-financial assets and non-financial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually) to fiscal years beginning after
November 15, 2008.




SFAS
157’s valuation techniques are based on observable and unobservable inputs.
Observable inputs reflect readily obtainable data from independent sources,
while unobservable inputs reflect our market assumptions. The Standard
classifies these inputs into the following hierarchy:




Level 1 Inputs – Quoted
prices for identical instruments in active markets.





Level 2 Inputs – Quoted
prices for similar instruments in active markets; quoted prices for identical or
similar instruments in markets that are not active; and model-derived valuations
whose inputs are observable or whose significant value drivers are
observable.




Level 3 Inputs – Instruments
with primarily unobservable value drivers.





As of
June 30, 2008, the Company had no financial instruments with Level 1, Level 2 or
Level 3 Inputs.


14


ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS





This
report contains forward looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934, as amended. The Company’s actual results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company’s filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used in
making such forward looking statements.





General





The
Company’s majority owned  subsidiary, DynaResource de Mexico, S.A. de
C.V., owns 100% of the mineral concessions to the San Jose de Gracia mining
property located in and around San Jose de Gracia, Sinaloa State, Mexico. San
Jose de Gracia is located on the west side of the Sierra Madre Mountains,
approximately 100 kilometers inland from Guamuchil and approximately 200
kilometers north of Mazatlan, Sinaloa, Mexico.





The SJG
is a High-Grade Mineralized System which reports historical production of + 1 M.
Oz. AU, from a series of underground workings.  DynaMexico is focused
on the exploration of this vein-hosted, near surface, and + 400 hundred M. Down
– Dip Gold Potential, that occurs within fault breccia veins; and has been
traced on surface and underground over a 15 Sq. Km. area.





Earlier
drill programs conducted at SJG in 1997-98, primarily at Tres Amigos at the
Northeast area of SJG, included 6,200 Meters in 63 Drill Holes.  The
results reported from this ’97-‘98 Drilling are reported in the Company’s Form


10 /
A.





The
Company focused its efforts on acquiring and consolidating the SJG district
during the period 1998 – 2003, and reports a 100 % ownership (through
DynaResource de Mexico) of the entire SJG district (now encompassing
approximately 95,000 Hectares).





From
March 2003 through June 2006, the Company conducted a “Test” / “Pilot”
production operation, at the scale capacity of approximately 100 Tons / Day at
SJG.  During this period the Company mined high grade veins at the San
Pablo area of SJG; the Results of the Test production operation are shown
below:






Mined
      Tonnage:
                42,000
      TonsProduction
      (Oz. Au.)
                18,250
      Oz.Average
      Grade:
                20
      g/t.Recovery
      Efficiency (Plant):
                85
      %Recovery
      in Concentrate (Sales):
                90
      %Production
      Cost (Average):
                $
      175 / Oz







The
Company initiated the Test Production activity in 2003 at the time Gold prices
were depressed, and with exploration funding opportunities, while available,
deemed to be too dilutive by Company Management. While the Test production was a
success (see results above), a small scale production activity was not expected
to provide the necessary capital in order to explore a project the size of
SJG.  However, The Company expects the results of the production
activity to provide significant benefits to the exploration drilling to be
conducted at San Pablo and other areas of SJG;  while at the same time
confirming production grades, efficiency of recoveries, and production
costs.




As Gold
prices appreciated, 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 M. USD. In Exploration financing to
DynaResource de Mexico, in exchange for 50 % of the Shares of DynaMexico, while
also providing proven industry professionals to the SJG project.  (See
Earn In / Option Agreement.)






15





Since
Sept.1, 2006; and in accordance with the terms of the Earn In Agreement, and
prior to the Period covered by this report (April 1 – June 30,
2008);  DynaMexico completed 55 Drill Holes for 11,898Meters at
SJG.  Results of the Drill Holes prior to the period covered by this
report are disclosed in the Company’s From 10 / A.





In the
quarter ended June 30, 2006, Goldgroup Resources, Inc., through DynaMexico and
in accordance with the Earn-In Agreement, continued exploration activities and
core drill holes at SJG.








DRILLING
AND ASSAYS





Drilling
conducted during the quarter ending June 30, 2008 included approximately
8,416.70 Meters in 33 drill holes; as well as geochemical sampling and mapping,
and data consolidation into Surpac Software.  Drilling costs during
the period were 7,751,721 pesos. Assays were received during the period for
drill holes 08-51 through  08- 87.  The results are shown
below in tabular form.








Equiv
              GOLDGold
      composites
            Ag-Cu-DH_ID
            FROM
            TO
            INTERV
            Au
      (g/t)
            
            Au
      interval
            including
            Pb-Zn





SJG08-51
            178.4
            180.1
            1.7
            0.993
            
            14.20
            m
      @
            14.79
            
            
            
            15.38SJG08-51
            180.1
            181.8
            1.7
            0.108SJG08-51
            181.8
            183.6
            1.7
            1.07SJG08-51
            183.6
            184.6
            1
            45.514
            
            9.00
            m
      @
            22.93SJG08-51
            184.6
            184.9
            0.3
            4.499SJG08-51
            184.9
            185.8
            0.9
            45.523SJG08-51
            185.8
            187.1
            1.3
            44.167SJG08-51
            187.1
            188.1
            1.1
            3.594SJG08-51
            188.1
            189.1
            1
            2.72SJG08-51
            189.1
            190.2
            1
            19.932SJG08-51
            190.2
            190.9
            0.7
            27.468SJG08-51
            190.9
            191.5
            0.6
            15.754SJG08-51
            191.5
            192.6
            1.1
            5.328SJG08-52
            114.1
            114.5
            0.4
            0.556
            
            1.70
            m
      @
            0.31
            
            
            
            0.44SJG08-52
            114.5
            115.5
            1
            0.123SJG08-52
            115.5
            115.8
            0.3
            0.622SJG08-52
            115.8
            116.5
            0.8
            0.198SJG08-52
            134.4
            137.5
            3.1
            0.248SJG08-52
            137.5
            139.5
            2
            0.1SJG08-52
            139.5
            141.5
            2
            0.127SJG08-52
            150.1
            151.4
            1.3
            1.968SJG08-52
            183.3
            185
            1.7
            0.207SJG08-52
            191.2
            193.1
            1.9
            0.116SJG08-52
            193.1
            195.1
            2
            0.669


SJG08-54
            7.2
            8.2
            1
            1.095SJG08-54
            20.5
            21.5
            1
            2.555SJG08-54
            123.5
            125.7
            2.2
            0.16SJG08-54
            127.8
            130
            2.2
            0.144SJG08-54
            137
            139.2
            2.2
            0.44SJG08-54
            146
            148.3
            2.3
            0.124SJG08-54
            155.8
            158
            2.2
            2.657SJG08-55
            68.2
            69.8
            1.6
            0.369SJG08-55
            79.3
            81.3
            2
            0.105SJG08-55
            81.3
            83.4
            2.1
            0.105SJG08-55
            100
            102
            2
            0.338SJG08-55
            123.7
            125.5
            1.8
            0.15SJG08-55
            125.5
            127.3
            1.8
            0.355SJG08-55
            127.3
            129.2
            1.9
            0.128SJG08-55
            141.1
            143.4
            2.3
            0.122SJG08-55
            146.2
            148.1
            1.9
            0.467SJG08-55
            148.1
            149.5
            1.4
            0.263SJG08-55
            151.7
            154
            2.3
            0.117SJG08-56
            20.6
            23
            2.4
            0.993SJG08-56
            39.3
            41.7
            2.4
            0.305
            
            3.50
            m
      @
            1.01
            
            
            
            1.03SJG08-56
            41.7
            42.8
            1.1
            2.533SJG08-56
            85.6
            88
            2.4
            0.105SJG08-56
            100
            102.4
            2.4
            0.121SJG08-56
            133.5
            135.9
            2.4
            0.462
            
            7.10
            m
      @
            0.56
            
            
            
            0.57SJG08-56
            135.9
            138.2
            2.3
            0.561SJG08-56
            138.2
            140.6
            2.4
            0.663SJG08-56
            156.8
            157.8
            1
            0.521SJG08-56
            172.1
            173.1
            1
            0.157SJG08-56
            222.9
            225
            2.1
            0.776SJG08-57
            55.5
            57.7
            2.2
            0.562SJG08-57
            57.7
            59.4
            1.7
            0.123SJG08-57
            86.6
            89
            2.4
            0.106SJG08-57
            105.8
            108.2
            2.4
            0.141SJG08-57
            108.2
            110.6
            2.4
            0.991
            
            3.90
            m
      @
            0.76
            
            
            
            0.78SJG08-57
            110.6
            112.1
            1.5
            0.397SJG08-57
            135.8
            137.6
            1.8
            0.309SJG08-57
            137.6
            139.4
            1.8
            0.119SJG08-57
            139.4
            141.2
            1.8
            0.132SJG08-57
            141.2
            143.7
            2.5
            0.426SJG08-57
            143.7
            145.9
            2.2
            0.206SJG08-57
            145.9
            148.6
            2.7
            0.304
            
            4.80
            m
      @
            0.55
            
            
            
            0.61SJG08-57
            148.6
            150.7
            2.1
            0.867SJG08-57
            154.5
            156.8
            2.3
            0.112SJG08-57
            156.8
            159.1
            2.3
            0.489SJG08-58
            147.2
            148.7
            1.5
            0.603SJG08-58
            190.9
            191.5
            0.6
            0.321
            
            2.60
            m
      @
            0.43
            
            
            
            0.44SJG08-58
            191.5
            193.5
            2
            0.463SJG08-58
            213.6
            215.5
            1.9
            0.374SJG08-58
            263.3
            265.2
            1.9
            0.221SJG08-58
            269
            271
            2
            0.113SJG08-58
            271
            272.1
            1.1
            0.993SJG08-59
            138.7
            139.5
            0.8
            0.992SJG08-59
            215.6
            217.4
            1.8
            0.156SJG08-59
            217.4
            219
            1.6
            0.716SJG08-60
            231.3
            233.3
            2
            0.671
            
            9.10
            m
      @
            5.02
            
            
            
            5.53SJG08-60
            233.3
            234.5
            1.2
            1.35SJG08-60
            234.5
            235.7
            1.2
            1.17SJG08-60
            235.7
            236.4
            0.7
            3.11SJG08-60
            236.4
            237.4
            1
            26.8
            
            2.20
            m
      @
            17.31SJG08-60
            237.4
            238.6
            1.2
            9.4SJG08-60
            238.6
            240.4
            1.8
            0.58SJG08-60
            263.6
            264.5
            0.9
            0.19SJG08-60
            264.5
            266.5
            2
            0.873
            
            4.10
            m
      @
            0.67
            
            
            
            0.72SJG08-60
            266.5
            268.6
            2.1
            0.473SJG08-61
            27.8
            28.9
            1.1
            2.446
            
            4.50
            m
      @
            1.66
            
            
            
            2.85SJG08-61
            28.9
            30
            1.1
            0.14SJG08-61
            30
            31.3
            1.3
            3.183SJG08-61
            31.3
            32.3
            1
            0.496SJG08-61
            34.6
            37.1
            2.5
            0.168SJG08-61
            127
            127.4
            0.4
            8.774
            
            0.40
            m
      @
            8.774
            
            
            
            10.08SJG08-61
            127.4
            129.1
            1.7
            0.298SJG08-61
            139.5
            140.2
            0.7
            0.231SJG08-61
            140.2
            141
            0.8
            0.373SJG08-61
            153.9
            155.4
            1.5
            2.131SJG08-62
            260.9
            263
            2.1
            0.449SJG08-62
            263
            263.9
            0.9
            0.367SJG08-63
            329.3
            329.7
            0.4
            11.694
            
            0.40
            m
      @
            11.69
            
            
            
            11.74SJG08-63
            339
            341
            2
            0.165SJG08-63
            343
            344.7
            1.7
            0.855SJG08-64
            207.6
            209.4
            1.8
            1.881
            
            5.90
            m
      @
            1.00
            
            
            
            1.02SJG08-64
            209.4
            211.2
            1.8
            0.172SJG08-64
            211.2
            213.5
            2.3
            0.963SJG08-65
            244.8
            246.6
            1.8
            0.452
            
            6.80
            m
      @
            0.33
            
            
            
            0.40SJG08-65
            246.6
            248.6
            2
            0.164SJG08-65
            248.6
            250.3
            1.7
            0.396SJG08-65
            250.3
            251.6
            1.3
            0.321SJG08-66
            217
            218.7
            1.7
            1.75
            
            3.00
            m
      @
            1.51
            
            
            
            1.70SJG08-66
            218.7
            220
            1.3
            1.192SJG08-66
            220
            221.5
            1.5
            0.226SJG08-66
            221.5
            223.2
            1.7
            0.104SJG08-66
            239.7
            242.3
            2.6
            0.396
            
            5.70
            m
      @
            0.91
            
            
            
            1.02SJG08-66
            242.3
            243.7
            1.4
            1.424SJG08-66
            243.7
            245.4
            1.7
            1.269SJG08-66
            331
            332.7
            1.7
            0.496
            
            7.10
            m
      @
            0.39
            
            
            
            0.66SJG08-66
            332.7
            334.6
            1.9
            0.347SJG08-66
            334.6
            336.2
            1.6
            0.346SJG08-66
            336.2
            338.1
            1.9
            0.368SJG08-67
            12.9
            14.1
            1.2
            0.362SJG08-67
            190.7
            192.7
            2
            0.146SJG08-67
            302.6
            304.6
            2
            0.542SJG08-67
            310.6
            312.6
            2
            0.606SJG08-67
            312.6
            314.3
            1.6
            0.478SJG08-67
            316.3
            318.3
            2
            0.1SJG08-67
            320.3
            322.3
            2
            0.11SJG08-67
            322.3
            324.3
            2
            0.286SJG08-67
            327.3
            328.8
            1.5
            0.456SJG08-67
            328.8
            330.3
            1.5
            0.389SJG08-68
            110.2
            112
            1.8
            0.466SJG08-68
            114.9
            118
            3.1
            0.782SJG08-68
            123
            127.2
            4.2
            0.893SJG08-68
            127.2
            129.2
            2
            0.174SJG08-68
            133.3
            135.4
            2.1
            0.113SJG08-68
            135.4
            136
            0.6
            8.856
            
            1.60
            m
      @
            21.85
            
            
            
            22.15SJG08-68
            136
            137
            1
            29.644SJG08-68
            137
            138.2
            1.2
            0.254SJG08-68
            142.3
            143.1
            0.8
            0.561
            
            1.70
            m
      @
            0.46
            
            
            
            1.04SJG08-68
            143.1
            144
            0.9
            0.379SJG08-69
            135
            136.4
            1.4
            1.184
            
            4.00
            m
      @
            0.78
            
            
            
            1.39SJG08-69
            136.4
            137.1
            0.7
            0.326SJG08-69
            137.1
            139
            1.9
            0.653SJG08-70
            30.6
            32.5
            1.9
            0.73SJG08-70
            69.5
            71.1
            1.6
            0.26SJG08-70
            119.1
            119.3
            0.2
            0.316
            
            11.10
            m
      @
            1.83
            
            
            
            1.88SJG08-70
            119.3
            120.5
            1.2
            1.321
            
            2.30
            m
      @
            5.20SJG08-70
            120.5
            121.6
            1.1
            9.434SJG08-70
            121.6
            123.2
            1.6
            0.265SJG08-70
            123.2
            124.8
            1.6
            0.358SJG08-70
            124.8
            126.5
            1.7
            0.404SJG08-70
            126.5
            127.6
            1.1
            0.208SJG08-70
            127.6
            128.7
            1.1
            0.134SJG08-70
            128.7
            129
            0.3
            16.274
            
            1.50
            m
      @
            4.15SJG08-70
            129
            130.2
            1.3
            1.032SJG08-70
            130.2
            131.5
            1.3
            0.215SJG08-70
            131.5
            133.4
            1.9
            0.159SJG08-70
            133.4
            135.2
            1.8
            0.581
            
            9.80
            m
      @
            0.43
            
            
            
            0.54SJG08-70
            135.2
            138.9
            3.7
            0.116SJG08-70
            138.9
            139.8
            0.9
            0.719SJG08-70
            139.8
            140
            0.2
            4.292
            
            0.20
            m
      @
            4.292SJG08-70
            140
            141.2
            1.2
            0.402SJG08-70
            141.2
            141.3
            0.1
            1.431SJG08-70
            141.3
            143.2
            1.9
            0.322SJG08-70
            143.2
            145
            1.8
            0.185SJG08-70
            145
            146.9
            1.9
            0.186SJG08-70
            154.7
            155.5
            0.8
            0.197SJG08-70
            155.5
            155.9
            0.4
            1.698SJG08-70
            212.8
            214.1
            1.3
            0.807
            
            10.10
            m
      @
            0.71
            
            
            
            0.73SJG08-70
            214.1
            215.3
            1.2
            1.509SJG08-70
            215.3
            217.3
            2
            0.127SJG08-70
            217.3
            219.3
            2
            0.555SJG08-70
            219.3
            221.1
            1.8
            0.498SJG08-70
            221.1
            222.9
            1.8
            1.14SJG08-71
            59.7
            61.5
            1.8
            0.517SJG08-71
            61.5
            63.3
            1.8
            0.2SJG08-71
            63.3
            65
            1.8
            0.213SJG08-71
            66.9
            68.3
            1.4
            0.373SJG08-71
            75.9
            77.5
            1.6
            0.974SJG08-71
            157.4
            159.5
            2.1
            1.393SJG08-71
            163.7
            165.6
            1.9
            0.261SJG08-71
            165.6
            167.6
            1.9
            0.461SJG08-72
            21.9
            22.9
            1
            1.635
            
            4.30
            m
      @
            1.13
            
            
            
            1.68SJG08-72
            22.9
            24.1
            1.3
            0.119SJG08-72
            24.1
            24.5
            0.4
            0.541SJG08-72
            24.5
            25.1
            0.6
            0.225SJG08-72
            25.1
            26.2
            1.1
            2.475SJG08-72
            153.6
            154
            0.4
            0.766SJG08-73
            194.2
            196.1
            1.9
            0.372SJG08-73
            196.1
            197.9
            1.9
            0.175SJG08-73
            197.9
            199.8
            1.9
            0.342SJG08-73
            224.8
            226.4
            1.6
            0.576SJG08-74
            169.9
            171.9
            2
            0.396SJG08-74
            171.9
            173.9
            2
            0.359SJG08-74
            173.9
            175.9
            2
            0.711SJG08-74
            181.9
            183.9
            2
            0.159SJG08-74
            183.9
            185.9
            2
            0.375SJG08-74
            185.9
            187.9
            2
            0.821SJG08-74
            197.9
            199.9
            2
            0.303SJG08-75
            217.7
            218.2
            0.6
            0.342SJG08-76
            32.8
            33.5
            0.7
            75.56
            
            4.80
            m
      @
            16.02
            2.00
            m
      @
            37.60
            17.44SJG08-76
            33.5
            34.2
            0.7
            27.12SJG08-76
            34.2
            34.8
            0.7
            4.744SJG08-76
            34.8
            35.6
            0.7
            1.296SJG08-76
            35.6
            37.6
            2
            0.396SJG08-76
            39.6
            41.6
            2
            0.333SJG08-76
            110.4
            112.6
            2.2
            0.116SJG08-76
            124.9
            126.6
            1.7
            0.103SJG08-76
            130.1
            131.9
            1.8
            0.232SJG08-76
            131.9
            132.2
            0.3
            7.875
            
            2.70
            m
      @
            1.69
            0.30
            m
      @
            7.875
            2.08SJG08-76
            132.2
            133.4
            1.2
            1.208SJG08-76
            133.4
            134.6
            1.2
            0.625SJG08-77
            259.8
            261.3
            1.5
            0.496SJG08-77
            262.9
            265.2
            2.3
            0.126SJG08-77
            270.8
            271.9
            1.1
            0.169SJG08-77
            271.9
            273.2
            1.3
            2.401
            
            3.40
            m
      @
            1.34
            
            
            
            1.68SJG08-77
            273.2
            274.5
            1.3
            0.711SJG08-77
            274.5
            275.3
            0.8
            0.635SJG08-79
            117.4
            118.2
            0.8
            0.25SJG08-79
            273.2
            273.5
            0.3
            0.704SJG08-79
            315.1
            316.3
            1.2
            0.175SJG08-79
            316.3
            317.6
            1.3
            0.128SJG08-79
            317.6
            319
            1.4
            0.68
            
            6.20
            m
      @
            0.47
            
            
            
            0.56SJG08-79
            319
            320.4
            1.4
            0.308SJG08-79
            320.4
            322.1
            1.7
            0.365SJG08-79
            322.1
            323.8
            1.7
            0.529SJG08-80
            119.9
            121.7
            1.8
            0.64
            
            3.60
            m
      @
            0.49
            
            
            
            0.70SJG08-80
            121.7
            123.5
            1.8
            0.346SJG08-80
            125.3
            126.9
            1.6
            2.391
            
            3.10
            m
      @
            4.80
            
            
            
            5.05SJG08-80
            126.9
            128.4
            1.5
            7.372
            
            1.50
            m
      @
            7.372SJG08-80
            187.3
            188.4
            1.1
            3.169SJG08-81
            83.2
            83.9
            0.7
            0.381SJG08-81
            83.9
            85.2
            1.3
            0.175SJG08-81
            262.9
            264.4
            1.5
            0.666SJG08-81
            279.7
            281.9
            2.2
            0.109SJG08-81
            302.7
            304.6
            1.9
            0.105SJG08-81
            306.1
            307.4
            1.3
            0.447
            
            1.80
            m
      @
            0.60
            
            
            
            0.75SJG08-81
            307.4
            307.9
            0.5
            1.009SJG08-82
            151.6
            153.3
            1.7
            18.218
            
            1.70
            m
      @
            18.22
            
            
            
            18.24SJG08-82
            162
            165.1
            3.1
            0.969SJG08-84
            256.6
            256.8
            0.2
            0.306SJG08-84
            260.6
            260.9
            0.3
            0.645SJG08-84
            270
            270.4
            0.4
            40.059
            
            0.40
            m
      @
            40.06
            
            
            
            40.46SJG08-85
            159.9
            160.3
            0.4
            0.585SJG08-86
            112.5
            112.8
            0.4
            0.463SJG08-86
            141.7
            142.3
            0.6
            0.385SJG08-86
            231.2
            233.8
            2.6
            1.207SJG08-87
            91.3
            91.9
            0.6
            6.21
            
            0.60
            m
      @
            6.21
            
            
            
            6.33SJG08-87
            93
            94
            1
            0.12SJG08-87
            102
            103.7
            1.7
            0.443SJG08-87
            109
            109.6
            0.6
            0.162SJG08-87
            118.6
            120.3
            1.7
            0.637












Cautionary
Note regarding Mineral Resource





The
United State Securities and Exchange Commission limits disclosure for U.S.
reporting purposes to mineral deposits that a company can economically and
legally extract or produce.  The Company uses certain terms in this
report, such as “Reserves”, “Resources”, Geologic Resources”, “Proven”,
“Probably”, “measured”, “Indicated”, “inferred”, which may not be consistent
with the reserve definitions established by the SEC.  U. S. Investors
are urged to consider closely the disclosure in the Company’s Form 10
(A).  You can review and obtain copies of these filings from the SEC’S
web site at http://www.sec.gov.





The
Increase in Drilling realized in the 2nd Quarter
2008 resulted from the addition of two Core Drilling Rigs from Britton Brothers
Drilling.  Third Quarter drilling is expected to decline slightly, due
to the weather and period of rains at SJG.  Drilling will continue
with one 1 core Rig through September.








Competition





The
Company retains the rights to concessions over the area of the SJG Property and
sees no competition for mining on the lands covered by those concessions. In
general, if the Company were to re-start production activities at the completion
of the Earn-In Agreement, the market for Gold and precious metals products would
be dependent upon the global market for Gold and other precious metals, which
prices and markets fluctuate daily.  The company has been successful
in selling Gold concentrates in the past, and it expects a receptive market for
purchase of products produced from the SJG Property, based upon global spot
prices, less processing charges and any deductions.








Employees





The
Company employs three officers in its corporate office in Dallas, Texas and
employs approximately thirty persons through its subsidiaries in
Mexico.







16





Governmental
Regulation and Environmental Matters





Environmental
laws that impact our operations include those relating to air quality, solid
waste management and water quality. These laws are complex and subject to
frequent change. They impose strict liability in some cases without regard to
negligence or fault. Sanctions for noncompliance may include revocation of
permits, corrective action orders, administrative or civil penalties and
criminal prosecution. Some environmental laws provide for joint and several
strict liabilities for remediation of spills and releases of hazardous
substances. In addition, businesses may be subject to claims alleging personal
injury or property damage as a result of alleged exposure to hazardous
substances, as well as damage to natural resources. These laws also may expose
the Company to liability for the conduct of or conditions caused by others, or
for acts that complied with all applicable laws when performed.








Potential
Risks:





Funding
of Goldgroup Resources Inc.:





Funding
for the exploration activity at SJG is primarily due to the Capital
contributions to DynaMexico from Goldgroup Resources Inc. There is no certainty
that this funding will continue or that the Earn In / Option Agreement will be
completed.  Should the funding of Goldgroup cease, the Company would
be required to fund further exploration work through its own capital reserves,
or to obtain alternate financing sources.  Any alternate funding
sources could result in additional dilution to shareholders.





Potential
Conflicts with Shareholder:





While the
Company believes it has negotiated and authorized proper agreements for the
financing and exploration of SJG, there exist potential conflicts with Goldgroup
Resources Inc.  Goldgroup carries the majority of seats on the SJG
Management Committee, which is charged with responsibility of approving the
budgets and supplying technical direction to the SJG Project.  At the
Same time, DynaResource, Inc. carries a majority of the seats on the Board of
Directors of DynaResource de Mexico.  DynaResource, Inc. also carries
100 % of the Seats on the Boards of Mineras de DynaResource, the contracted
operating entity at SJG, and 100 % of the Seats of the Board of DynaResource
Operaciones, the personnel management entity at SJG.  Mr. K.D.
Diepholz, chairman and CEO of DynaResource, Inc.  and Mr. Charles E.
Smith, CFO of DynaResource, Inc. are the President and Secretary respectively
for DynaResource de Mexico, Mineras de DynaResource, and DynaResource
Operaciones





Mineable
Resource:





There is
no certainty that the explorations works at SJG would result in the definition
of a mineable resource at SJG.  While the company believes there is
already in place enough mineable ore at SJG to supply a commercial production
operation; there is no certainty that the Company will be proven
correct.  If a mineable resource is not confirmed at SJG, the
Company’s investment at SJG could be lost.








RESULTS
FOR THE QUARTER ENDED June 30, 2008





REVENUE.  Revenue
for the three months ended June 30, 2008 and the three months ended June 30,
2007 was $0 due to the Company’s decision to stop the Test Production activities
in June 2006, and to concentrate on financing and exploration efforts in order
to define a Gold Ore resource.  Financing for exploration activity has
been contributed by Goldgroup Resources, Inc. under the Earn-In / Option
Agreement, as described elsewhere in this 10-Q.  Revenue for the six
months ended June 30, 2008 was $0 and $0 for the six months ended June 30,
2007.





GROSS
MARGIN.  Gross profit for the three months ended June 30, 2008 was
$(1,236,789) compared to $(450,469) for the three month period ended June 30,
2007.  Gross margin for the six months ended June 30, 2008 was
$(2,127,837) compared to $(645,194) for the six months ended June 30,
2007.  The significant decrease in our gross profit is due to the
decision to suspend production activity, and to concentrate efforts on
exploration.






17





OPERATING
EXPENSES.  Total operating expenses for the three months ended June
30, 2008, were $485,958 compared to expenses for the period ended June 30, 2007
of $145,524.   The above expenses include depreciation which was
$36,598 and $4,671 for the three months ended June 30, 2008 and 2007,
respectively.  Total operating expenses for the six months ended June
30, 2008 were $530,096 compared to expenses for the period ended June 30, 2007
of $324,770.    The above expenses include depreciation
which was $73,196 and $9,341 for the six months ended June 30, 2008 and 2007,
respectively. The increase is attributed to the increased activity of 2008 over
2007 in our exploration drilling activities.





OTHER
INCOME.   Other income for the three months ended June 30, 2008
was $2,439 compared to the period ended June 30, 2007 of
$3,522.  Other income (expense) for the six months ended June 30, 2008
was $2,999 compared to the same six months ended June 30, 2007 of negative
$(130,188).





MINORITY
INTEREST. The minority interest portion of our loss for the three months ended
June 30, 2008 was $177,405 compared to $0 for the period ended June 30, 2007 and
the minority interest portion of our loss for the six months ended June 30, 2008
was $319,810 compared to $0 for the same six months ended June 30, 2007. This is
due to the Company’s reporting a minority interest holder in 2008, compared to
no minority interest reported in 2007.





NET LOSS.
Net loss for the three months ended June 30, 2008 was negative $(1,542,903)
compared to the period ended June 30, 2007 of negative
$(592,471).  Net loss for the six months ended June 30, 2008 was
negative $(2,510,782) compared to the period ended June 30, 2007 of negative
$(965,534).  The decrease in net income is due to the aforementioned
change in activities.





LIQUIDITY
AND CAPITAL RESOURCES.  The Company has sufficient capital on hand to
fund overhead operations and some exploration activities for the next twelve
months.  In addition, Goldgroup is providing the funding of
exploration activities in accordance with the Earn-In Agreement.  In
July 2008, Goldgroup advised that they have the funds on hand to complete the
option under the Earn-In Agreement, and that it intends to complete the Earn-In
Agreement.








ITEM
3.  CONTROLS AND PROCEDURES




Evaluation of Disclosure
Controls and Procedures




The
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of June 30, 2008.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are currently effective to ensure that all material information
required to be filed in the quarterly report on Form 10-Q has been made known to
them.




For
purposes of this section, the term disclosure controls and procedures means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms.  Disclosure, controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by in our reports filed under the Securities Exchange Act of
1934, as amended (the "Act") is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




Based
upon an evaluation conducted for the period ended June 30, 2008, our Chief
Executive Officer and Chief Financial Officer as of June 30, 2008, and as of the
date of this Report, have concluded that as of the end of the periods covered by
this report, they have identified no material weakness of Company internal
controls.






18




Corporate
expenses incurred are processed and paid by the officers of the
Company.  The current number of transactions is not sufficient to
justify the retaining of additional accounting personnel.




Management’s Report on
Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles in the
United States of America.  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.




Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework.  Based on its evaluation, our management
concluded that, as of June 30, 2008, our internal control over financial
reporting was effective.




This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this
quarterly  report.




Changes in Internal Controls
over Financial Reporting




We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.


19


PART
II





Item No.
1.  - Not Applicable.





Item No.
2. The Company issued 13,880 shares of common stock to current shareholders of
the company; which included 12,000 shares issued to shareholders exercising
options at $3.75 per share, and 1,880 shares issued at $ 5.00 per
share.





Items No.
3, 4, 5 - Not Applicable.





Item No.
6 - Exhibits and Reports on Form 8-K





(a)  None





(b)   Exhibits








Exhibit
Number;  Name of Exhibit





31.1           Certification
of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as
enacted by Section 302 of the Sarbanes-Oxley Act of 2002.





31.2           Certification
of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as
enacted by Section 302 of the Sarbanes-Oxley Act of 2002.





32.1           Certification
of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United
States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of
2002.











SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.








DynaResource,
Inc.








By:  /s/  K.W.
Diepholz


K.W.
Diepholz (“K.D.”) Diepholz, Chairman / CEO











Date:  January
30, 2009





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