DYNARESOURCE, INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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, 2022. 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 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, 2022. Based on its evaluation, our management concluded that, as of December 31, 2022, 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. 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. ITEM 9B. OTHER INFORMATION None. 33 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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 officers serve at the discretion of the President, Chairman of the Board of Directors, and members of the Board of Directors. Name Age Position Held Since K. W. (“K.D.”) Diepholz 65 Chairman of The Board May 1995 222 W. Las Colinas Blvd CEO/President; CFO; May 1997 Suite 1910 N. Tower Treasurer May 1997 Irving, Texas 75039 Dr. Jose Vargas Lugo 62 Director of Operations - México, President - México August 2011 Enrique Dunant Y5 de Mayo #963 Director August 2013 Fracc, Los Parques Guamuchil, Sin CP 81460 John C. Wasserman 83 Independent Director December, 2014 222 W. Las Colinas Blvd. Suite 1910 North Tower Irving, Texas 75039 Dale G. Petrini 68 Independent Director December 2016 222 W. Las Colinas Blvd Suite 1901 North Tower Irving, TX. 75039 Philip K. Rose 34 Independent Director July 2015 222 W. Las Colinas Blvd. Suite 1910 North Tower Irving, TX. 75039 Bradford J. Saulter 63 Vice President – Investor Relations May 1998 7618 Straits Lane Rowlett, Texas 75088 Rene L.F. Mladosich 59 General Manager at San Jose de Gracía October 2019 Sierra Grande #134 Director July 2022 Fraccionamiento Lomas de Mazatlán, Sinaloa 82110 Praxedis Martinez 75 Senior Consultant – Plant Operations July 2017 Sierra Grande #134 Fraccionamiento Lomas de Mazatlán, Sinaloa 82110 Praxedis Martinez 34 Table of Contents K.W. (“K.D.”) Diepholz. Mr. 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. Mr. 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, CFO, and Treasurer for more than the past 20 years. Mr. 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. Mr. 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. 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 México, a wholly owned subsidiary of DynaResource Nevada Inc. Mr. Diepholz is also the current President of the following subsidiaries of the Company in México: DynaResource de México, Mineras de DynaResource, and DynaResource Operaciones. Rene L.F. Mladosich. Mr. 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). Mr. Mladosich has also provided consulting services to companies such as Minefinders, Pan American Silver and Scorpio. Mr. 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. Mr. Mladosich holds a B.S. degree from the University of Sonora, where he was awarded First of the Class 6 times; and Mr. Mladosich studied 1 year of metallurgy in the Master’s Degree work program at the University. Mr. Mladosich speaks fluent Spanish and English and has studied French under the French Embassy Program in Mexico. Mr. Mladosich was named General Manager at SJG in January 2016 – June 2017, and again in October 2019. Dr. Jose Vargas Lugo . Dr. Vargas is a licensed physician who graduated from the Universidad Nacional Autonoma de México (UNAM) and is a 4th year law student at Universidad Autonoma de Sinaloa (UAS). Dr. 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. Dr. 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. Dr. 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. Gold. Dr. 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 more than the past 10 years, Dr. 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. Dr. 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. John C. Wasserman . Mr. Wasserman is a Partner with Wasserman, Bryan, Landry & Honold, LLP Law firm, Perrysburg Ohio. 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; Board Member, Corporate and Board Secretary, Blue Water Satellite, Inc.; Board Member, TechTol of Toledo, Inc.; Member and current chair of the City of Waterville, Ohio Planning Commission; 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; 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. Mr. Wasserman has been employed with the Ohio Attorney General office, as Special Counsel; and with Ohio Bureau of Unemployment, as Hearing Officer; and as a Former Acting Judge, Maumee, Ohio, Municipal Court; Past Toledo, Ohio Exchange Club Member (President). Mr. 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 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. City of Waterville and Dale Knepper, Clerk of Council, City of Waterville, Respondents, Case No. CI-2013-1137. Dale G. Petrini . Mr. 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. 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. Mr. 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. Philip K. Rose . Mr. Rose is a 2011 graduate of Texas Christian University in Fort Worth, Texas and is a Partner at Cross Tie Capital, Ltd, a Texas family investment office. Mr. Rose’s focus is primarily on alternative assets. Through this role, Mr. Rose serves in various operating roles of Cross Tie’s portfolio companies, including COO of Horton World Solutions, a thermoplastic composites manufacturing company, and Managing Partner of KMO Burger, LLC, a quick-serve restaurant holding company. He is also responsible for investment origination, asset management and disposition oversight of Cross Tie’s holdings. Mr. Rose has extensive experience in private investments, in a variety of asset classes and a broad array of investment structures. He is also a member of the firm’s investment committee. Mr. Rose is the appointee to the Board of Directors by Golden Post, LLC., the holder of the Series C convertible preferred shares. Key Employees and Consultants Praxedis Martinez (Senior Engineer – Advisor) College: UNIVERSIDAD DE GUANAJUATO, Guanajuato, Gto. 1964-1969. Degree: Mine Engineer and metallurgist. Graduate School: Escuela de Graduados en Administración INSTITUTO TECNOLÓGICO Y DE ESTUDIOS SUPERIORES DE MONTERREY, México, D.F. 1978-1980 Degree: MBA. Company CÍA Minera La Campana, S.A. DE C.V. , Reforma Mine. Group: Peñoles; Engineering Department Assistant; Dec. 1969- Feb. 1970; Shift Foreman, March 1969- Dec. 1971; 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, which during this time, in society with Mr. José Luis Martínez, exploited 6 different mines located in Zacatecas, Durango, and Coahuila States. In one of them, his company 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 the company’s 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. 2003. 35 Table of Contents 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, and with Dr. Corale Bryerley as consultant. Praxedis Martinez Ramon, Mineral Perlite expansion, Metallurgical consulting, February 1998 – December 2004. During this period, Mr. Martinez 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. Bradford J. Saulter (VP. – 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); Director: Farm Partners, Inc. (1992 - Present), Vice President – Investor Relations - DynaResource, Inc., Dallas, Texas (1995 to present). Involvement in Certain Legal Proceedings To the knowledge of the Company, none of the events specified in Regulation S-K, Item 401(f), has occurred during the past 10 years that are material to an evaluation of the ability or integrity of any director, executive officer, or person nominated to become a director or executive officer of the Company. ITEM 11. EXECUTIVE COMPENSATION The following officers received the following compensation for the years ended December 31, 2022, and 2021. These officers(*) do not have employment contracts with the Company. Name and principal position Year Salary Bonus Stock Awards All Other Compensation Total compensation Market Value of Shares Not Vested K.W. (“K.D.”) Diepholz, 2022 $ 426,000 $ 53,250 $ 411,250 None $ 889,500 $ 1,281,000 CEO/President 2021 $ 254,167 $ 224,375 $ 792,000 None $ 1,270,542 None Dr. Jose Vargas Lugo; EVP., 2022 $ 92,027 $ 44,008 $ 58,750 None $ 194,785 $ 183,000 President of México Operation 2021 $ 87,558 None None None $ 87,558 None Rene L.F. Mladosich; 2022 $ 141,251 $ 100,310 $ 132,188 None $ 373,749 $ 411,750 GM of San Jose de Gracía Project 2021 $ 118,302 None $ 99,000 None $ 217,302 None Bradford J. Saulter 2022 $ 90,000 $ 3,750 $ 22,031 None $ 115,781 $ 68,625 VP., Investor Relations 2021 $ 90,000 None None None $ 90,000 None The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation. The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each years on December 31 for the next three years, subject to resignation or termination provisions. None of the officers have employment agreements with the Company. The following directors received the following compensation for the years ended December 31, 2022, and 2021. Name of Director Year Salary Bonus Stock Awards All Other Compensation * Total compensation Market Value of Shares Not Vested Dale Petrini 2022 None None $ 44,063 $ 25,000 $ 25,000 $ 109,688 Director 2021 None None None None None None John C. Wasserman 2022 None None $ 44,063 $ 25,000 $ 25,000 $ 109,688 Director 2021 None None None None None None * Payments made for services Stock Issued to Officers and Directors The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation. The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each year on December 31 for the next three years, subject to resignation or termination provisions. The awards totaled 1,500,00 shares of which 475,000 were awarded to officers and/or directors. Officers and directors received the following stock as compensation during the year ended December 31, 2022: Koy W (“K.D.”) Diephotz 700,000 shares of Common Stock Rene L.F. Mladosich 225,000 shares of Common Stock Dr. Jose Vargas Lugo 100,000 shares of Common Stock John Wasserman 75,000 shares of Common Stock Dale Petrini 75,000 shares of Common Stock The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation. The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each year on December 31 for the next three years, subject to resignation or termination provisions. Compensation Committee Interlocks and Insider Participation The Compensation Committee of the Board of Directors is comprised of three independent directors: Dale Petrini, John C. Wasserman, and Phillip Rose. None of the Compensation Committee members has ever been an officer or employee of the Company or had any relationship requiring disclosure under any paragraph of Reg. S-K, Item 404. 36 Table of Contents ITEM 12. 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, 2022. The following table sets forth the information based on 22,246,654 (1) common shares issued and outstanding as of December 31, 2022. COMMON STOCK Beneficial Owner Address Common Shares (1) (2) Percent Ownership Common Stock K.W. (“K.D.”) Diepholz 222 W. Las Colinas Blvd. Chairman / CEO Suite 1910 North Tower Irving, Texas 75039 2,965,100 13.33% Common Stock Gareth Nichol Denver, Colorado 2,646,922 11.90% Common Stock Dr. Jose Vargas Lugo Plutarco Elías Calles 47 EVP, Director Guamúchil Sin. Mex. 81450 374,508 1.68% Common Stock Rene L.F. Mladosich Hermosillo, Sonora México EVP; Director 275,000 1.24% Common Stock Bradford J. Saulter 222 W. Las Colinas Blvd. VP., Investor Relations Suite 1910 North Tower Irving, Texas 75039 161,939 0.73% Common Stock John C. Wasserman Waterville, Ohio 43566 Director; 279,317 1.26% Common Stock Dale G. Petrini Houston, Texas 77027 Director 262,689 1.18% Common Stock Matt Rose Westlake, Texas 2,908,740 (3) 13.07% ** Philip A. Rose (4) Westlake, Texas Director All Officers, Directors and Beneficial owners as a Group holders) 9,874,215 44.39% (1) Does Not Include (i) 1,734,992 shares of common stock issuable upon the conversion of 1,734,992 shares of Series C Convertible Preferred Stock, which are currently convertible. (2) 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. (3) Does not include 892,165 shares of common stock issuable upon the exercise of a cashless warrant which is exercisable. (4) Mr. Rose is a Director of the Company, elected by the holder of the Series C Preferred Shares. No officer or director holds options which are either (a) vested or (b) will vest within 60 days. OPTIONS/WARRANTS The officers and directors and those 5% beneficial owners held the following options/warrants as of December 31, 2022: None. Equity Compensation Plan Information. The only equity compensation plans the Company has in effect are certain stock awards that the Compensation Committee approved for employees, directors, and consultants of the Issuer as performance-based compensation. The Compensation Committee approved stock awards to employees, directors and consultants of the Issuer for performance based compensation. The stock awards approved were issued to each of the individuals/entities and vested 25% immediately and the remainder vest 25% each year on December 31 for the next three years, subject to resignation or termination provisions. A summary of the restricted stock awards follows: Plan Category Number of Securities to be Issued Upon exercise of options, warrants or rights Weighted Average exercise Price of outstanding options, warrants or rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation not approved by security holders 1,500,000 N/A 1,125,000 Total 1,500,000 N/A 1,125,000 PREFERRED SHARES (SERIES A) Preferred Series Beneficial Owner Address Preferred Shares Percent Ownership Series “A” K.W. (“K.D.”) Diepholz, CEO 1303 Regency Court Southlake, Texas76092 1,000 100.0% PREFERRED SHARES (SERIES C) Preferred Series Beneficial Owner Address Preferred Shares Percent Ownership Series “C” Golden Post Rail LLC. 1110 Post Oak Place Westlake, Texas 76262 1,734,992 100.0% PREFERRED SHARES (SERIES D) Preferred Series Beneficial Owner Address Preferred Shares Percent Ownership Series “D” Dale Petrini. 29 Bash Pl Houston, TX 77027 50,000 6.58% Series “D” Gareth Nichol 5 Greenridge Rd Village Co 80111 500,000 65.79% ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Dynacap Group Ltd. The Company paid $184,583 and $285,999 to Dynacap Group, Ltd. an entity formerly controlled by the CEO of the Company, for consulting and other fees during the years ended December 31, 2022 and 2021, respectively. 37 Table of Contents Director Independence. The Board of Directors has determined that Dale Petrini, Phillip Rose, and John Wasserman are independent directors under the definition adopted by NASDAQ in its listing rules. 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. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Our independent registered public accounting firm is Armanino LLP, San Ramon, CA, Auditor Firm ID: 32 (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 2022 and 2021 was $130,748 and $222,202, respectively. (2) Audit Related Fees None. (3) Tax Fees None. (4) All Other Fees None. (5) Audit Committee Policies and Procedures The Company’s compensation committee serves as the 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. 38 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The exhibits listed in the accompanying exhibit index are filed (except as otherwise indicated) as part of this report. 3.1.1 Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on December 8, 1997 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.1, File No. 000-30371) 3.1.2 First Amendment to Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 13, 1998 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.2, File No. 000-30371) 3.1.3 Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on October 3, 2007 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.3, File No. 000-30371) 3.1.4 Certificate of Amendment of Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February 15, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.4, File No. 000-30371) 3.1.5 Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on November 28, 2012 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.5, File No. 000-30371) 3.1.6 Certificate of Designation of Series B Convertible Preferred Stock, filed with the Secretary of State of the State of Delaware on August 28, 2013 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.6, File No. 000-30371) 3.1.7 Amended and Restated Bylaws of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 3.7, File No. 000-30371) 3.1.8 Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Delaware Secretary of State on July 15, 2020 (incorporated by reference from the Current Report on Form 8 K filed with the SEC on July 2, 2020, Exhibit 3.1, File No. 001 33190) 3.1.9 First Amendment to the Amended and Restated Bylaws of the Company of the Company dated June 29, 2015 (incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 23, 2015, Exhibit 3.1, File No. 000-30371) 3.1.10 Certificate of Elimination of the Series B Convertible Preferred Stock (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.1. File No. 000-30371) 3.1.11 Certificate of Designation, filed with the Secretary of State of the State of Delaware on June 29, 2015 (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.2. File No. 000-30371) 3.1.12 Registration Rights Agreement (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.4. File No. 000-30371) 3.1.13 Certificate of Amendment to Certificate of Designations of the Powers, Preferences and relative, participating, optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof of Series C Senior Convertible Preferred Stock (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 16, 2020, Exhibit 3.2. File No. 000-30371) 3.1.14 Certificate of Increase (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.31. File No. 000-30371) 3.1.15 Certificate of Designations (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.2. File No. 000-30371) 4.1 Description of Capital Stock (incorporated by reference from the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 24, 2022, File No. 000-30371) 4.2 Promissory Note – Series I (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.1, File No. 000-30371) 4.3 Promissory Note – Series I Amendment (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.2, File No. 000-30371) 4.4 Promissory Note – Series II (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.3, File No. 000-30371) 4.5 Promissory Note – Series II Amendment (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 4.4, File No. 000-30371) 4.6 Promissory Note (incorporated by reference from the Current Report on Form 8-K filed with the SEC on May 8, 2015, Exhibit 4.1, File No. 000-30371) 4.7 Common Stock Purchase Warrant issued by the Company in connection with June 2015 financing (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 3.3. File No. 000-30371) 4.10 Convertible Promissory Note with Golden Post Rail, LLC (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.1. File No. 000-30371) 4.11 Convertible Promissory Note with other Purchasers (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.2. File No. 000-30371) 4.12 Common Stock Purchase Warrant with Golden Post Rail, LLC (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.3. File No. 000-30371) 4.13 Common Stock Purchase Warrant with other Purchasers (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.4. File No. 000-30371) 4.14 Amendment to the June 30, 2015 Warrant (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.5. File No. 000-30371) 4.15 Common Stock Purchase Warrant (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.6. File No. 000-30371) 4.16 Amended and Restated Registration Rights Agreement (incorporated by reference from the Current Report of Form 8-K filed with the SEC on May 20, 2020, Exhibit 4.7. File No. 000-30371) 10.1 April 15, 2005 Mining and Production Services Agreement between DynaResource de Mexico S.A. de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A. de C.V., a subsidiary of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.1, File No. 000-30371) 10.2 September 15, 2006 Amending Agreement to the Mining Services Agreement between DynaResource de Mexico S.A. de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A. de C.V., a subsidiary of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.2, File No. 000-30371) 10.3 July 15, 2011 Second Amendment to the Contract Mining Services and Mineral Production Agreement between DynaResource de Mexico S.A. de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A. de C.V., a subsidiary of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.3, File No. 000-30371) 39 Table of Contents 10.4 May 15, 2013 Exploitation Amendment (Third Amendment) to the Contract Mining Services and Mineral Production Agreement between DynaResource de Mexico S.A. de C.V., a subsidiary of the Company, and Mineras de DynaResource S.A. de C.V., a subsidiary of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.4, File No. 000-30371) 10.5 May 15, 2005 Provision of Personnel Services Agreement between Mineras de DynaResource S.A. de C.V., a subsidiary of the Company, and DynaResource Operaciones de San Jose de Gracia, S.A. de C.V. , a subsidiary of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.5, File No. 000-30371) 10.6 September 15, 2006 Amending Agreement to Personnel Services Agreement between Mineras de DynaResource S.A. de C.V., a subsidiary of the Company, and DynaResource Operaciones de San Jose de Gracia, S.A. de C.V. , a subsidiary of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 10.6, File No. 000-30371) 10.7 Securities Purchase Agreement, dated as of May 6, 2015, between the Company and Certain Purchasers (incorporated by reference from the Current Report on Form 8-K filed with the SEC on May 8, 2015, Exhibit 10.1, File No. 000-30371) 10.8 Voting and Support Agreement, dated as of May 6, 2015, between the Company and Certain Purchasers (incorporated by reference from the Current Report on Form 8-K filed with the SEC on May 8, 2015, Exhibit 10.2, File No. 000-30371) 10.9 Note Purchase Agreement (incorporated by reference from the Current Report of Form 8-K filed with the SEC on July 2, 2015, Exhibit 10.1. File No. 000-30371) 16.1 Letter regarding change in Registrant’s Certifying Accountant (incorporated by reference from the Current Report on Form 8-K filed with the SEC on December 18, 2017, Exhibit 16.1, File No. 000-30371) 16.2 Letter regarding change in Registrant’s Certifying Accountant (incorporated by reference from the Current Report on Form 8-K filed with the SEC on October 8, 2020, Exhibit 16.1, File No. 000-30371) 21 List of subsidiaries of the Company (incorporated by reference from the Current Report on Form 8-K filed with the SEC on April 30, 2015, Exhibit 21, File No. 000-30371) 23.1 Consent of Armanino LLP, Independent Registered Public Accounting Firm 31.1 * Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Koy W. Diepholz, principal executive officer. 31.2 * Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Koy W. Diepholz, principal financial officer. 32.1 * Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Koy W. Diepholz, chief accounting officer. 101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 are filed herewith, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Audited Consolidated Statements of Operations and Other Comprehensive (Loss) for the years ended December 31, 2021, 2020 and 2019, (ii) the Audited Consolidated Balance Sheets as of December 31, 2021 and 2020, (iii) the Audited Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2021, 2020 and 2019, (iv) the Audited Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019, and (v) the Notes to the Audited Consolidated Financial Statements 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ITEM 16. 10K SUMMARY Not Applicable. 40 Table of Contents 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. Date: April 17, 2023 By: s/ K.W. (“K.D.”) Diepholz K.W. (“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/ K.D. Diepholz /s/ Rene LF Mladosich K. D. Diepholz, Chairman Rene LF Mladosich /s/ Dr. Jose Vargas Lugo /s/ Dale G. Petrini Dr. Jose Vargas Lugo Dale G. Petrini /s/ John C. Wasserman /s/ Phillip Rose John C. Wasserman Phillip Rose April 17, 2023 Dated 41