What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-08-23 compared with 2019-09-24 · 285 added, 456 removed, 71 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure on Controls and Procedures.

carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined

in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2017.

This evaluation was accomplished under the supervision

and with the participation of our chief executive officer / principal executive officer and our financial consultant who concluded

that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in

the annual report on Form 10-K has been made known to them.

Evaluation of Disclosure on Controls and Procedures.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2021.

This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer and our financial consultant who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the annual report on Form 10-K has been made known to them.

The evaluation did not include a 404A assessment.

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

Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed 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.

Management’s

Annual Report on Internal Control Over Financial Reporting

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.

of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.

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.

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 (2013 Internal Control—Integrated Framework) at December 31, 2018.

Based on its evaluation, our management concluded

that, as of December 31, 2018, our internal control over financial reporting was not effective.

We have identified three areas

which contain material weaknesses.

the size of the Company and limitations inherent in companies with limited accounting

staff prevent the desired multiple checks and balances prior to processing daily operations.

We need more compensating controls.

Though adequate processes are in place and functioning, subsequent reviews are deemed necessary to identify unauthorized transactions.

Secondly, the same inherent current limitation on company staffing requires specialized outside accounting assistance to implement

additional procedures that are effective, and another review to the process, to ensure that all material information required

to be filed in the annual report on Form 10-K has been made known to them.

Thirdly as a result of the two previously mention weaknesses

the Company failed to properly apply United State General Accepted Accounting Principles (Gaap) in accounting for certain expenditures

as mining equipment and fixtures and depreciated them over their useful lives.

Because the Company does not have proven and probable

reserves under U.S.

Gaap as defined in SEC Industry Guide 7 all costs of mine development including items with a useful life greater

than one year should be expensed in the period incurred.

As a result, we have restated our previously issued financial statement

as detail in Note 17 to the financial statements.

A material weakness is a deficiency, or a combination of control deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified

will be addressed with the implementation of revised internal control procedures to be developed and approved by the Board of

annual 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 rules of the SEC that permit the Company to provide only management’s report in this

annual report.

in Internal Controls over Financial Reporting

have not made any changes in our internal controls over financial reporting that occurred during the period covered by this

report on Form 10-K/A that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

annual 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 rules of the SEC that permit the Company to provide only management’s report in this

annual report.

For purposes of this section, the term disclosure controls and procedures mean 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 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.

Management’s Annual 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 consolidated 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 consolidated 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 consolidated 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 (2013 Internal Control—Integrated Framework) at December 31, 2021.

Based on its evaluation, our management concluded that, as of December 31, 2021, our internal controls over financial reporting were effective.

This annual 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 rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Company has a code of business conduct and ethics that applies to all employees, officers and directors.

The code of business

conduct and ethics is available on our website at www.dynaresource.com and we will post

any amendments to, or waivers from, the code of ethics on that website.

following table lists the names and ages of the executive officers, directors and key consultants of the Company.

The directors

will continue to serve until the next annual shareholders meeting, or until their successors are elected and qualified.

All Directors

have been elected to serve through 2018.

All officers serve at the discretion of the President, Chairman of the Board of Directors,

and members of the Board of Directors.

(“K.D.”)

Chairman of The

1303 Regency Court

The Company has a code of business conduct and ethics that applies to all employees, officers and directors.

The code of business conduct and ethics is available on our website at www.dynaresource.com and we will post any amendments to, or waivers from, the code of ethics on that website.

The following table lists the names and ages of the executive officers, directors and key consultants of the Company.

The directors will continue to serve until the next annual shareholders meeting, or until their successors are elected and qualified.

All Directors have been elected to serve through 2022.

All officers serve at the discretion of the President, Chairman of the Board of Directors, and members of the Board of Directors.

(“K.D.”) Diepholz

Chairman of The Board

Las Colinas Blvd

CEO/President;

Southlake, Texas

Director of Operations

- México, President - México

Enrique Dunant Y5

de Mayo #963 L-3

Suite 1910 N.

Irving, Texas 75039

Jose Vargas Lugo

Director of Operations - México, President - México

Enrique Dunant Y5 de Mayo #963

Fracc, Los Parques

Guamuchil, Sin CP 81460

Senior Advisor to

President of Mineras de DynaResource;

February 2017

Sierra Grande #134

February 2017

Fraccionamiento

Lomas de Mazatlán

Mazatlán,

Sinaloa México 82110

Pedro Ignacio Teran

Executive Vice President,

Director of Exploration and Resource Development;

Pedro Ignacio Teran Cruz

Executive Vice President, Director of Exploration and Resource Development;

Sierra Grande #134

Fraccionamiento

Lomas de Mazatlán

Mazatlán,

Sinaloa México 82110

December 2014

Fraccionamiento Lomas de Mazatlán,

Mazatlán, Sinaloa 82110

Independent Director

March 2016 – Oct.

Las Colinas Blvd.

December, 2014

Suite 1910 North

Suite 1910 North Tower

Irving, Texas 75039

Independent Director

December 2016

Suite 1910 North

Las Colinas Blvd

Suite 1901 North Tower

Independent Director

Suite 1910 North

Vice President –

Investor Relations

Las Colinas Blvd.

Suite 1910 North Tower

Vice President – Investor Relations

7618 Straits Lane

Rowlett, Texas 75088

Nicolas Miguel

Controller for Mexico

General Manager at San Jose de Gracía

Sierra Grande #134

Fraccionamiento

Lomas de Mazatlán

Mazatlán,

Sinaloa México 82110

Raul Garcia Reimbert

Special Advisor

to President of Mineras de DynaResource;

November 2016

Fraccionamiento Lomas de

Mazatlán, Sinaloa 82110

Praxedis Martinez

Senior Consultant – Plant Operations

Sierra Grande #134

Fraccionamiento

Lomas de Mazatlán

Mazatlán,

Sinaloa México 82110

(“K.D.”) Diepholz.

Diepholz has been involved in the resource sectors, primarily as an investor/entrepreneur,

Fraccionamiento Lomas de Mazatlán, Sinaloa 82110

Praxedis Martinez

(“K.D.”) Diepholz.

Diepholz has been involved in the resource sectors, primarily as an investor/entrepreneur, since 1980.

He founded KWD Properties Corp.

an Oil and Gas exploration and production company in 1983 and served as an executive

manager to this Oil and Gas concern, and as a General partner to several limited partnerships.

Diepholz has served in a variety

of capacities with DynaResource, Inc.

from 1994 to the present, and has served as Chairman of the Board, President, CEO and Treasurer

Diepholz has special skills in the areas of negotiation, business development, project planning and management,

corporate financing, acquisition analysis, investment program interpretation and structuring, and executive management.

has been instrumental to the Company in the negotiations of the following:

the acquisition of 24.9% Net Profits Interest in the

San José

de Gracia in 1995;

the acquisition of an additional 25% interest in San José

de Gracia in 1998;

the acquisition

and consolidation of 100% of the rights to the San José

de Gracia from prior owners, culminating in March 2000;

the acquisition

and consolidation of several outstanding Concessions at the San José

de Gracia from previous Mexican owners during 2000-2003;

the direction and management of the test mining and pilot mill operations at San José

de Gracia during 2003-2006;

the negotiation

of the Stock Purchase/Earn In Agreement in 2006;

an Oil and Gas exploration and production company in 1983 and served as an executive manager to this Oil and Gas concern, and as a General partner to several limited partnerships.

Diepholz has served in a variety of capacities with DynaResource, Inc.

from 1994 to the present, and has served as Chairman of the Board, President, CEO and Treasurer since 1995.

Diepholz has special skills in the areas of negotiation, business development, project planning and management, corporate financing, acquisition analysis, investment program interpretation and structuring, and executive management.

Diepholz has been instrumental to the Company in the negotiations of the following:

the acquisition of 24.9% Net Profits Interest in the San José de Gracía in 1995;

the acquisition of an additional 25% interest in San José de Gracía in 1998;

the acquisition and consolidation of 100% of the rights to the San José de Gracía from prior owners, culminating in March 2000;

the acquisition and consolidation of several outstanding Concessions at the San José de Gracía from previous Mexican owners during 2000-2003;

the direction and management of the test mining and pilot mill operations at San José de Gracía during 2003-2006;

the negotiation of the Stock Purchase/Earn In Agreement in 2006;

the negotiation of the surface rights agreement with the Santa Maria Ejido in 2013;

the negotiation of the financing agreement with Golden Post Rail, LLC, and the general financing of, and the general management

of the Company since inception.

the negotiation of the financing agreement with Golden Post Rail, LLC, and the general financing of, and the general management of the Company since inception.

In addition to his roles with the Company, Mr.

Diepholz serves as Chairman and CEO of DynaResource

Nevada, Inc., an affiliated company, and as President of DynaNevada de Mexico, a wholly owned subsidiary of DynaResource Nevada

Diepholz is also the current President of the following subsidiaries of the Company in Mexico:

DynaResource de Mexico,

Mineras de DynaResource, and DynaResource Operaciones.

Diepholz serves as Chairman and CEO of DynaResource Nevada, Inc., an affiliated company, and as President of DynaNevada de México, a wholly owned subsidiary of DynaResource Nevada Inc.

Diepholz is also the current President of the following subsidiaries of the Company in México:

DynaResource de México, Mineras de DynaResource, and DynaResource Operaciones.

Mladosich brings over 30 years of direct experience in the mining industry in Mexico to DynaResource.

He has worked for Companies such as:

Campania Mineras de Cananea, Campania Minera Hecla (Hecla Mining), Campania Minera Pangea (now owed by McEwen Mining), Campania Minera Dolores (Minefinders), Minera Alamos de Sonora, and Campania Minera Pena de Bernal (Starcore International Mines).

Mladosich has also provided consulting services to companies such as Minefinders, Pan American Silver and Scorpio.

Mladosich is a proven and successful manager in Mexico with experience in the following areas:

general management, underground and open pit operations, process plant recovery and optimization, construction, exploration, logistics, permitting, environmental, and plant and pit design.

Mladosich holds a B.S.

degree from the University of Sonora, where he was awarded First of the Class 6 times;

Mladosich studied 1 year of metallurgy in the Master’s Degree work program at the University.

Mladosich speaks fluent Spanish and English and has studied French under the French Embassy Program in Mexico.

Mladosich was named General Manager at SJG in January 2016 – June 2017, and again in October 2019.

Jose Vargas Lugo .

Vargas is a licensed physician with graduate from the Universidad Nacional Autonoma de México

(UNAM) and is a 4th year law student at Universidad Autonoma de Sinaloa (UAS).

Vargas commenced his involvement with the mining

business with Minera Industrial Peñoles as a Medical Assistant to the Mining Services Division of Peñoles in Fresnillo,

Vargas is a licensed physician with graduate from the Universidad Nacional Autonoma de México (UNAM) and is a 4th year law student at Universidad Autonoma de Sinaloa (UAS).

Vargas commenced his involvement with the mining business with Minera Industrial Peñoles as a Medical Assistant to the Mining Services Division of Peñoles in Fresnillo, Zacatecas.

Since 1993, Dr.

Vargas has been a supplier of industrial goods and services in and around the municipalities of Sinaloa

de Leyva and Mocorito Sinaloa.

Vargas has worked with companies such as Compañia Minera El Rosarito, which was conducting

operations at San Jose de Gracia during the period 1993 –

Vargas later provided services and supplies to Mineras

Finesterre at San Jose de Gracia, and to Minera Pangea, which was owned by Queenstake Resources, then Nevada Pacific, and now

Vargas began working with DynaResource de México in spring 2000;

as it commenced activities to acquire and

consolidate the San Jose de Gracia District.

Vargas has been a supplier of industrial goods and services in and around the municipalities of Sinaloa de Leyva and Mocorito Sinaloa.

Vargas has worked with companies such as Compañia Minera El Rosarito, which was conducting operations at San Jose de Gracía during the period 1993 – 1995.

Vargas later provided services and supplies to Mineras Finesterre at San Jose de Gracía, and to Minera Pangea, which was owned by Queenstake Resources, then Nevada Pacific, and now US.

Vargas began working with DynaResource de México in spring 2000;

as it commenced activities to acquire and consolidate the San Jose de Gracía District.

Over the past + 10 Years, Dr.

Vargas has proven to be an integral part of the Company’s

activities at San Jose de Gracia and in Sinaloa State;

involved in all facets of the Company’s business.

proven instrumental in the areas of public relations, community relations, governmental affairs, environmental matters, and overall

management of the company’s business activities in México.

Luna is a respected and successful senior executive with over 40 years’

experience in the mining industry.

Luna’s experience includes serving as a Member of the Board of Directors for major mining companies which have achieved

success at the highest level of the mining industry.

Luna currently serves as a member of the Board of Directors of Silver

Luna has also served as a Member of the Board of Directors of Goldcorp Inc., Alamos Gold Inc., and Primero Mining

addition to his roles on company boards, Mr.

Luna served in a variety of operational capacities.

From 1991 to 2005, Mr.

as President of Luismin SA de CV in Mexico, which operated the Tayoltita Project for Goldcorp in Mexico.

Luna also served

as an Executive Vice President of Goldcorp.

More recently, Mr.

Luna served as President of Mexican Operations for Primero Mining

from 2010-2015, the time frame during which Primero Mining operated the Tayoltita Project.

his distinguished career, Mr.

Luna has received several mining industry recognitions and appointments, which include:

Mining Award, Mexico, 1997;

of the Mexican Chamber of Mines;

of the Consulting Board for the School of Mines, Universidad de Guanajuato;

of the Advisory Boards of the School of Mines of National University of Mexico and University of Zacatecas;

of The Silver Institute 2002 –

Luna received a Bachelor’s degree in Mining Engineering from Universidad de Guanajuato, 1971;

an MBA from Tecnológico

de Monterrey, 1979;

and an Advanced Management degree from Harvard Business School.

Luna was appointed Trustee of Fundación Pro Niños de la Calle, a charity that works with children living

on the streets of Mexico City.

Ignacio Teran Cruz.

Teran is a graduate Geologist from the Universidad de Sonora, México.

He has over 28 years’

experience in mineral exploration, mine development is a successful and respected Geological Consultant in México and is

credited with defining significant resources at several projects.

From 1986 to 1992, he was Project Geologist for Minera Real

de Angeles, SA de CV (Frisco/Placer Dome Inc, now Alamos Gold), in which under his participation, explored and discovered the

"Mulatos Gold Deposit"

Sonora, México, and later as a Project Manager, the "San Felipe Gold Project"

BC, México, both now in production.

Vargas has proven to be an integral part of the Company’s activities at San Jose de Gracía and in Sinaloa State;

involved in all facets of the Company’s business.

Vargas has proven instrumental in the areas of public relations, community relations, governmental affairs, environmental matters, and overall management of the company’s business activities in México.

Pedro Ignacio Teran Cruz.

Teran is a graduate Geologist from the Universidad de Sonora, México.

He has over 28 years’ experience in mineral exploration, mine development is a successful and respected Geological Consultant in México and is credited with defining significant resources at several projects.

From 1986 to 1992, he was Project Geologist for Minera Real de Angeles, SA de CV (Frisco/Placer Dome Inc, now Alamos Gold), in which under his participation, explored and discovered the "Mulatos Gold Deposit" Sonora, México, and later as a Project Manager, the "San Felipe Gold Project" BC, México, both now in production.

From 1992 to 1996, Mr.

Teran worked as a Mine Geologist with Hecla Mining Co and explored

and advanced into production the open pit "La Choya Gold Mine".

Teran worked as a Mine Geologist with Hecla Mining Co and explored and advanced into production the open pit "La Choya Gold Mine".

From 1996 to 1999, Mr.

Teran worked as Geology Superintendent

for Compañia Minera Lluvia de Oro (Santa Cruz Gold, Now NWM Mining Corp.) and at the open pit "Lluvia de Oro Gold

Mine", Sonora, México.

Teran worked as Geology Superintendent for Compañia Minera Lluvia de Oro (Santa Cruz Gold, Now NWM Mining Corp.) and at the open pit "Lluvia de Oro Gold Mine", Sonora, México.

From 1999 to 2001, Mr.

Teran worked as a Consultant Geology performing due diligences for Tara

Gold Resources in several projects located in la Sierra Madre Occidental.

From 2001 to 2005, he worked as Manager of Geology Department

for the Compañia Minera Pangea SA de CV (Queenstake Resources, Nevada Pacific and now McEwen Mining), in the "El Magistral

Gold Mine"

Sinaloa, México.

Under his direction of exploration, the reserves were increased substantially and formed

part of the team to put the project in production.

Teran worked as a Consultant Geology performing due diligences for Tara Gold Resources in several projects located in la Sierra Madre Occidental.

From 2001 to 2005, he worked as Manager of Geology Department for the Compañia Minera Pangea SA de CV (Queenstake Resources, Nevada Pacific and now McEwen Mining), in the "El Magistral Gold Mine" Sinaloa, México.

Under his direction of exploration, the reserves were increased substantially and formed part of the team to put the project in production.

During 2005 and part of 2006, Mr.

Teran worked as Data Manager for Linear Gold

in the "Ixhuatan Project"

Chiapas, México.

Teran worked as Data Manager for Linear Gold Corp.

in the "Ixhuatan Project" Chiapas, México.

He built the computer block model and Resources Estimation.

From 2006 to 2008, he worked as Project Manager for Pediment Exploration Ltd., now Argonaut Gold Inc.

in the "San Antonio

Gold Project"

located in BCS, México.

in the "San Antonio Gold Project" located in BCS, México.

Since 2008, Mr.

Teran began working as a Consultant Geologist with DynaResource, Inc.

in the "San Jose de Gracia Gold Project"

located in Sinaloa, México, an advanced exploration project.

Teran now is working 100% of his time with the DynaResource

Team and with full focus at San Jose de Gracia.

Attended University of Texas, Austin, Texas;

Marketing Department of Metagram, Inc., a Dallas National Marketing

Regional Manager for Lugar, Lynch, & Associates, A Dallas Financial Services Company, Involved in Sales & Marketing

of Various Investment Products;

Independent Marketing Consultant;

Series 22 & 63 Securities License;

Vice President / Marketing

- Dynacap Group Ltd.

(1992 - Present);

Farm Partners, Inc.

(1992 - Present), Vice President –

Investor Relations

- DynaResource, Inc., Dallas, Texas (1995 to present).

in the "San Jose de Gracía Gold Project" located in Sinaloa, México, an advanced exploration project.

Wasserman is a Partner with Wasserman, Bryan, Landry & Honold, LLP Law firm, Perrysburg Ohio.

a stockholder of the Company and brings the following credentials to the Board of Directors:

of Detroit (PHB);

Ohio State University, Law School (JD) –

Graduate work in business administration;

University of Toledo

Undergraduate and Graduate work in business administration;

He is a stockholder of the Company and brings the following credentials to the Board of Directors:

University of Detroit (PHB);

Ohio State University, Law School (JD) – Graduate work in business administration;

University of Toledo – Undergraduate and Graduate work in business administration;

Admitted to practice before Ohio Supreme Court, U.S.

Supreme Court, U.S.

District Court for Northern District of Ohio, Sixth Circuit U.S.

Court of Appeals;

Member, Ohio State, Lucas County,

Ohio (past President) and Toledo, Ohio Bar Associations;

Member, Ohio State, Lucas County, Ohio (past President) and Toledo, Ohio Bar Associations;

Board Member, Corporate and Board Secretary, Blue Water Satellite, Inc.;

1 unchanged sentence

Member and current chair of the City of Waterville, Ohio Planning Commission;

the ten year Plan Committee of Waterville, Ohio;

Member, Past Board Member, Secretary Treasurer and President of Toledo, Ohio

Member of the ten year Plan Committee of Waterville, Ohio;

Member, Past Board Member, Secretary Treasurer and President of Toledo, Ohio Rotary;

Past Assistant District Governor, Area 4 of District 6600 of Rotary International;

Member of Timberlake Investments, LLC,

an investment LLC;

Member of Timberlake Investments, LLC, an investment LLC;

Board Member, Victory Center of Toledo, Ohio;

Member, Succession Committee, DynaResource, Inc.;

Member/Managing

Partner/Member, numerous LLCs/Partnerships for real estate developments and investments.

Member/Managing Partner/Member, numerous LLCs/Partnerships for real estate developments and investments.

Wasserman has been employed with the Ohio Attorney General office, as Special Counsel;

and with Ohio Bureau of Unemployment, as

Hearing Officer;

and with Ohio Bureau of Unemployment, as Hearing Officer;

and as a Former Acting Judge, Maumee, Ohio, Municipal Court;

1 unchanged sentence

Wasserman was selected one of Jaycees Top Ten Young men of Toledo, Ohio;

was Co Author –

Management Considerations of

a Business Entity in the Environment of Chapter XI Reorganization Proceedings Under the New Federal Bankruptcy Code Effective

October 1, 1979 published in Midwest Business Administration Association;

was Co Author – Management Considerations of a Business Entity in the Environment of Chapter XI Reorganization Proceedings Under the New Federal Bankruptcy Code Effective October 1, 1979 published in Midwest Business Administration Association;

was an Expert witness in real estate mandamus case:

Lucas County Common Pleas Court, State ex rel Ad Hoc Committee of Waterville Citizens for Initiative and Referendum Petitions,

Etc., Realtor vs.

Lucas County Common Pleas Court, State ex rel Ad Hoc Committee of Waterville Citizens for Initiative and Referendum Petitions, Etc., Realtor vs.

City of Waterville and Dale Knepper, Clerk of Council, City of Waterville, Respondents, Case No.

CI-2013-1137.

Petrini brings over 40 years of extensive international project and manufacturing experience to the Board

of DynaResource, Inc.

Petrini brings over 40 years of extensive international project and manufacturing experience to the Board of DynaResource, Inc.

During his 40+ years with The Dow Chemical Company, Houston, Texas, Mr.

Petrini was the engineering sponsor,

advisor and led the project development for several international mega projects totally over $50 billion USD.

In his latest role

for Dow, he was responsible for the project development of mega project growth opportunities in Latin America.

Petrini was responsible for Global Construction Management and Global Capital Procurement for Dow with offices and personnel

located throughout the world.

In addition, he was the Plant Manager for several production units and led the respective business

management teams.

Petrini was the engineering sponsor, advisor and led the project development for several international mega projects totally over $50 billion USD.

In his latest role for Dow, he was responsible for the project development of mega project growth opportunities in Latin America.

Previously, Mr.

Petrini was responsible for Global Construction Management and Global Capital Procurement for Dow with offices and personnel located throughout the world.

In addition, he was the Plant Manager for several production units and led the respective business management teams.

Petrini earned his civil engineering degree from The University of Michigan and is a registered licensed professional engineer.

He holds dual citizenship in the US and EU.

Rose is the appointee to the Board of Directors by Golden Post, LLC., the holder of the Series C convertible

preferred shares.

Rose is the appointee to the Board of Directors by Golden Post, LLC., the holder of the Series C convertible preferred shares.

Rose is a 2011 graduate of Texas Christian University in Fort Worth, Texas.

Miguel Padilla (Comptroller in México):

Padilla received his Degree in Public Accounting from the Universidad Michoacana de San Nicolás de Hidalgo, School Generation

Padilla is Certificated by CENEVAL Año 2010 Professional Patent No.

recently, Mr.

Padilla was employed by Primero Servicios Mineros, S.A.

de C.V., Primero Mining Corp., at the Unidad Tayoltita;

where he was Comptroller-Manager from February 2014 Until September 2016.

Prior to serving as Comptroller for Primero, Mr.

Padilla served as Superintendent of Administration from July 2010 to July 2011, and Mr.

Padilla served as Manager of Administration

and Services-Comptroller from August 2011 to January 2014.

to serving Primero, Mr.

Padilla served as Chief Accountant for Los Filos S.A.

de C.V., a subsidiary of Goldcorp, Inc.

period April 2004 to June 2010.

And before serving Los Filos S.A.

as Chief Accountant, Mr.

Padilla served as Superintendent

of Administration-Comptroller for Luismin, S.A.

de C.V., a subsidiary of Goldcorp, Inc., during the period November 1990 to March

Padilla joined Mineras de DynaResource S.A.

de C.V., a subsidiary of DynaResource, Inc., as Comptroller-Mexico, in June 2017.

Garcia Reimbert.

(Security and Risk Advisor)

Garcia Reimbert is a graduated engineer in Mining and Metallurgist and Lawyer from the Universidad Nacional Autonoma de Mexico,

he also has a Master as a Mine Expert Engineer from the Ecole des Mines, Nancy, France and several specializations in Holistic

Risk Management, Crisis Management and Business Administration that provides over 35 years of experience in the mining industry

and risk management activities.

Garcia Reimbert is the fifth generation of miners in his family.

Garcia Reimbert served as Plan Engineer at SICARTSA (1981 -1983) and as Corporate Risk Manager at Grupo Peñoles / Fresnillo

(1983 - 2011).

From 2011 up to date, Mr.

Garcia Reimbert is the CEO of Cabinet Reimbert, a company specialized in Risk Management,

Security, Environmental, Community and Legal Solutions for the Mining industry and others.

His portfolio includes global and local

mining companies, global manufacturing companies, as well as governmental agencies.

Garcia Reimbert was also a professor for 15 years at the Universidad Nacional Autonoma de Mexico, and from 2015 at Federal Governmental

Garcia Reimbert also serves as the National Treasurer of The Mexican Mines, Metallurgists, and Geologist Engineers

Gracia Reimbert has received recognitions as The Best Mexican Risk Manager in 1999 and One of the Most Influential

Security Specialists in Mexico for 2016.

Garcia Reimbert, was retained as Special Advisor to DynaResource in November 2016.

the knowledge of the Company, no present or former director, executive officer, or person nominated to become a director or executive

of the Company, or consultants to the Company, has ever:

a bankruptcy petition by or against any business of which such person was a general partner or executive officer whether at

the time of the bankruptcy or with two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and

other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission

to have violated a federal or state securities or commodities law, and the judgment has not been reversed suspended or vacated.

Key Employees and Consultants

Praxedis Martinez (Senior Engineer – Advisor)

UNIVERSIDAD DE GUANAJUATO, Guanajuato, Gto.

Mine Engineer and metallurgist.

Graduate School:

Escuela de Graduados en Administración INSTITUTO TECNOLÓGICO Y DE ESTUDIOS SUPERIORES DE MONTERREY, México, D.F.

Company CÍA Minera La Campana, S.A.

, Reforma Mine.

Engineering Department Assistant;

Shift Foreman, March 1969- Dec.

Supervision of mine exploration and development works such as tunnels, crosscuts and raise shafts;

Stope preparation works, Stope exploitation;

Mercurio Mexicano, SA.

De C.V., Tiro General mine Superintendent, January 1972- Dec.

1972, Responsible for the operation of Tiro General Mine;

Servicios Industriales Peñoles, Briquetting plant Construction and other construction works inside the lead smelter of Met – Mex Peñoles in Torreon, Resident engineer, January 1973- December 1973;

Responsible for supervising several contractor’s works.

Praxedis Martinez Ramos Company, Mining and ore sales, ore concentration and concentrates sales.

Mine plant equipment fabrication.

Metallurgical consulting and laboratory testing.

Mineral Perlite expansion, January 1974 – July 1993, during this time, in society with Mr.

José Luis Martínez, we exploited 6 different mines located in Zacatecas, Durango, and Coahuila States, in one of them we operated a flotation plant.

In some of these mines the ore was sold as extracted to the Met-Mex Peñoles Smelter in Torreón;

from some other mines the ore would be concentrated in custom flotation plants and the concentrates then sold to the Smelter;

and in other cases, the ore was concentrated in our own plant, a small shop for Mine Plant Equipment was started and operated, a Mineral Perlite expansion furnace was set up, and continued working until Dec.

Desarrollos Mineros del Centro, SA.

De CV., Luismin, Metallurgical Research Manager, August 1993 – January 1998, Responsible for the Research Area, which included the following laboratories:

Assay, Water analysis, Metallurgical, Pilot Plant, Biotechnology, Tests were done in Flotation, Bottle roll cyanidation, Column Cyanidation Acid leach, Filtration, Thickening, Gold diagnostic leach, Mass balance, Work index (Wi) determination, Equipment calculation, Statistical analysis of plant operation, Ore Bio-oxidation, Ore Bioleaching.

The Biotechnology testing was done in cooperation with Little Bear and McClelland Labs.

Corale Bryerley as consultant.

Praxedis Martinez Ramon, Mineral Perlite expansion, Metallurgical consulting, February 1998 – December 2004, during this period I continued to operate the Perlite expansion furnace.

Also, metallurgical consulting to several miners and mining Companies including Minas de San Luis;

Servicios Administrativos Luismin, SA de CV., Metallurgical troubleshooting in the Goldcorp Mexico plants, New projects metallurgical research design and supervision, January 2005 – June 2008, Part of the Technical Services Direction team, reporting to the Metallurgical manager;

SGS, Durango Laboratory, Planning and supervising test work for the different clients’ projects in Mexico, July 2008 – June 2013, together with the heads of the different section of the lab, examining the samples of ore that needed testing different of routine work;

La Salle University (ULSA), in the Laguna region, teaching in the mining and construction career, August 2013 to date;

Praxedis Martinez Ramos, Private mining and metallurgical consulting, July 2013 to date, Consulting to Mineras de DynaResource SA de CV., since May 2017 to date, mainly in the plant expansion project at San Jose de Gracía.

– Shareholder Relations).

Attended University of Texas, Austin, Texas;

Marketing Department of Metagram, Inc., a Dallas National Marketing Company;

Regional Manager for Lugar, Lynch, & Associates, A Dallas Financial Services Company, Involved in Sales & Marketing of Various Investment Products;

Independent Marketing Consultant;

Series 22 & 63 Securities License;

Vice President / Marketing - Dynacap Group Ltd.

(1992 - Present);

Farm Partners, Inc.

(1992 - Present), Vice President – Investor Relations - DynaResource, Inc., Dallas, Texas (1995 to present).

To the knowledge of the Company, no present or former director, executive officer, or person nominated to become a director or executive of the Company, or consultants to the Company, has ever:

Filed a bankruptcy petition by or against any business of which such person was a general partner or executive officer whether at the time of the bankruptcy or with two years prior to that time;

Had any conviction in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed suspended or vacated.

EXECUTIVE COMPENSATION

following officers received the following compensation for the years ended December 31, 2018 and 2017.

These officers(*) do not

have employment contracts with the Company.

and principal position

plan compensation

deferred compensation

(“K.D.”)

The following officers received the following compensation for the years ended December 31, 2021, and 2020.

These officers(*) do not have employment contracts with the Company.

Name and principal position

incentive plan compensation

Nonqualified deferred compensation

(“K.D.”) Diepholz,

CEO/President

President of México

President of Mineras

de DynaResource

former GM of San

Jose de Gracia Project

Pedro Ignacio Teran

Resource Dev.

Jose Vargas Lugo;

President of México Operation

GM of San Jose de Gracía Project

Pedro Ignacio Teran Cruz,

VP., Investor Relations

Controller Dyna

As disclosed in the financial statements, the Company paid consulting fees to Dynacap Group, Ltd.

and principal position

of Securities Underlying Unexercised options (#) exercisable

of Securities Underlying Unexercised options (#) un-exercisable

incentive plan awards

exercise price

expiration date

of share awards that have not vested

(“K.D.”)

Option Awards

Name and principal position

Number of Securities Underlying Unexercised options (#) exercisable

Number of Securities Underlying Unexercised options (#) un-exercisable

Equity incentive plan awards

Option exercise price

Option expiration date

Number of share awards that have not vested

(“K.D.”) Diepholz

CEO/President

President of México

GM of San Jose de

Gracia Project (2016)

Robert (“Chip”)

Allender, Jr.

Director of Mining

Operations (2016)

Pedro Ignacio Teran

Controller Dyna

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth the amount and nature of beneficial ownership of each of the executive officers and directors of the

Company and each person known to be a beneficial owner of more than five percent of the issued and outstanding shares of common

stock of the Company as of December 31, 2018.

The following table sets forth the information based on 17,722,825(1) common

shares issued and outstanding (1) as of December 31, 2018.

(“K.D.”) Diepholz

Jose Vargas Lugo

President of México Operations

GM of San Jose de Gracía Project (2016-2017;

Pedro Ignacio Teran Cruz;

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the amount and nature of beneficial ownership of each of the executive officers and directors of the Company and each person known to be a beneficial owner of more than five percent of the issued and outstanding shares of common stock of the Company as of December 31, 2021.

The following table sets forth the information based on 18,091,293 (1) common shares issued and outstanding (1) as of December 31, 2021.

Beneficial Owner

Common Shares

Percent Ownership

(“K.D.”) Diepholz

Chairman / CEO

Las Colinas Blvd.

1910 North Tower

de DynaResource

82110, Mazatlán, Sinaloa, Mexico

Suite 1910 North Tower

Irving, Texas 75039

Gareth Nichol

Denver, Colorado

Jose Vargas Lugo

Elías Calles 47

Guamúchil

Sonora Mexico

Investor Relations

EVP, Director

Plutarco Elías Calles 47

Guamúchil Sin.

Hermosillo, Sonora México

VP., Investor Relations

Las Colinas Blvd.

1910 North Tower

All Officers, Directors

and Beneficial owners as a Group (10 holders)

Not Include (i) 1,733,221 shares of common stock issuable upon the conversion of 1,733,221 shares of Series C Convertible

Preferred Stock, which are currently convertible, and (ii) 2,166,527 shares of common stock issuable upon the exercise of

a warrant, which is exercisable, and subsequent conversion into common shares.

Suite 1910 North Tower

Irving, Texas 75039

Waterville, Ohio 43566

Houston, Texas 77027

Westlake, Texas

All Officers, Directors and Beneficial owners as a Group (10 holders)

Does Not Include (i) 1,734,992 shares of common stock issuable upon the conversion of 1,737,992 shares of Series C Convertible Preferred Stock, which are currently convertible, and (ii) 2,168,833 shares of common stock issuable upon the exercise of a warrant, which is exercisable, and subsequent conversion into common shares.

Does not include 760,000 shares of common stock issuable upon the conversion of 760,000 share of Series D Convertible Preferred Stock, which is currently convertible.

Does not include 892,165 shares of common stock issuable upon the exercise of a cashless warrant which is exercisable.

Rose is a Director of the Company, elected by the holder of the Series C Preferred Shares.

officer or director holds options which are either (a) vested or (b) will vest within 60 days.

No officer or director holds options which are either (a) vested or (b) will vest within 60 days.

OPTIONS/WARRANTS

officers and directors and those 5% beneficial owners held the following options/warrants as of December 31, 2017:

SHARES (SERIES A)

“A”

(“K.D.”)

The officers and directors and those 5% beneficial owners held the following options/warrants as of December 31, 2021:

PREFERRED SHARES (SERIES A)

Preferred Series

Beneficial Owner

Preferred Shares

Percent Ownership

Diepholz, CEO

1303 Regency Court

SHARES (SERIES C)

“C”

Southlake, Texas76092

PREFERRED SHARES (SERIES C)

Preferred Series

Beneficial Owner

Preferred Shares

Percent Ownership

Golden Post Rail LLC.

1110 Post Oak Place

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Company paid $113,750 and $165,250 to Dynacap Group, Ltd.

(“Dynacap”, an entity controlled by the CEO of the Company)

for consulting and other fees during the years ended December 31, 2018 and 2017, respectively.

Dynacap retained two subcontractors

who provided accounting, administrative and executive support services to the Company during recent years.

Advances by Management

Issued to Management

Company is not aware of any other material relationships or related transactions between the Company and any officers, directors

or holders of more than five percent of any class of outstanding securities of the issuer.

PRINCIPAL ACCOUNTING

FEES AND SERVICES

aggregate fees billed for professional services rendered by our auditors, for the audit of the registrant's annual financial statements

and review of the financial statements included in the registrant's Form 10-K and Form 10-Q(s) or services that are normally provided

by the accountant in connection with statutory and regulatory filings or engagements, for fiscal years 2018 and 2017 was $146,780

and $100,000, respectively.

Westlake, Texas 76262

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Dynacap Group Ltd.

The Company paid $285,999 and $114,250 to Dynacap Group, Ltd.

(“Dynacap”, an entity controlled by the CEO of the Company) for consulting and other fees during the years ended December 31, 2021 and 2020, respectively.

Dynacap retained two subcontractors who provided accounting, administrative and executive support services to the Company during recent years.

Cash Advances by Management

Stock Issued to Management

Officers and directors received the follow stock as compensation during the year ended December 31, 2021

Koy W (“K.D.”) Diephotz

400,000 shares of Common Stock

50,000 shares of Common Stock

The Company is not aware of any other material relationships or related transactions between the Company and any officers, directors or holders of more than five percent of any class of outstanding securities of the issuer.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Our independent registered public accounting firm is Armanino LLP, San Ramon, CA, Auditor Firm ID:

(1) Audit Fees

The aggregate fees billed for professional services rendered by our auditors, for the audit of the registrant's annual consolidated financial statements and review of the consolidated financial statements included in the registrant's Form 10-K and Form 10-Q(s) or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, for fiscal years 2021 and 2020 was $222,202 and $230,359, respectively.

(2) Audit Related Fees

1 unchanged sentence

(5) Audit Committee Policies and Procedures

Company does not have an audit committee.

If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's

financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal

accountant's full-time, permanent employees.

The Company does not have an audit committee.

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Not applicable.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

exhibits listed in the accompanying exhibit index are filed (except where otherwise indicated) as part of this report.

Certification

of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as

adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The exhibits listed in the accompanying exhibit index are filed (except as otherwise indicated) as part of this report.

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

________________

* Filed herewith.

Not Applicable.

Exhibit Number;

Name of Exhibit

Certification

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

Certification

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

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.

accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized.

DYNARESOURCE,

September 23, 2019

(“K.D.”) DIEPHOLZ

(K.D.) Diepholz, Chairman of the Board of Directors and Chief Executive Officer

accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the

capacities and on the dates indicated.

(“K.D.”) DIEPHOLZ

Chairman of the Board of Directors and Chief

Executive Officer (Principal Executive Officer)

September 23, 2019

(K.D.) Diepholz

(“K.D.”) DIEPHOLZ

Acting Chief Financial Officer (Principal Financial

and Accounting Officer)

September 23, 2019

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

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.

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.

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.

August 23, 2022

(“K.D.”) Diepholz

(“KD”) Diepholz,

Chairman / CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

The signature for each undersigned Registrant shall be deemed to relate only to matters having reference to such Registrant and any subsidiaries thereof.

/s/ Rene LF Mladosich

Diepholz, Chairman

Rene LF Mladosich

Jose Vargas Lugo

/s/ Phillip Rose

August 23, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures