Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 4, 2023

Date of earliest event reported: July 31, 2023

DynaResource, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-30371	94-1589426
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

222 W. Las Colinas Blvd, Suite 1910

North Tower, Irving, TX

75039

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (972) 868-9066

_______________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant

On July 31, 2023, DynaResource, Inc. (the “Company”) was informed by Armanino LLP (“Armanino”), the Company’s current independent public accountant, that Armanino would resign after completion of its review of the Company’s interim financial statements for the quarter ending September 30, 2023 (or earlier, at the Company’s election, if the Company selects a new independent public accounting firm in time to review the third quarter interim financial statements) as a result of Armanino’s determination to cease providing certain services to public companies. As a result, the Audit Committee of the Company’s Board of Directors has initiated a process to select a new accounting firm to serve as the Company’s independent public accountant commencing either with the review of the Company’s interim financial statements for the quarter ending September 30, 2023, or with the audit of the Company’s financial statements for the year ending December 31, 2023.

Armanino’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2020, 2021 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2020, 2021 and 2022, and during the subsequent interim periods through June 30, 2023, there were no (a) disagreements with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Armanino’s satisfaction, would have caused Armanino to make reference to the subject matter thereof in connection with its reports for such periods; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Armanino with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from Armanino a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of Armanino’s letter dated August 3, 2023 is filed as Exhibit 16.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

16.1		Letter from Armanino LLP.

SIGNATURE

Pursuant to 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 hereunto duly authorized.

	DYNARESOURCE, INC.

Dated: August 4, 2023	By:	/s/ Koy W. (“K.D.”) Diepholz
		Koy W. (“K.D.”) Diepholz, CEO

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Cover	Aug. 04, 2023
Cover [Abstract]
Entity Registrant Name	DynaResource, Inc.
Entity Central Index Key	0001111741
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Aug. 04, 2023
Entity Incorporation State Country Code	DE
Entity File Number	000-30371
Entity Tax Identification Number	94-1589426
Entity Address Address Line 1	222 W. Las Colinas Blvd
Entity Address Address Line 2	Suite 1910
Entity Address Address Line 3	North Tower
Entity Address City Or Town	Irving
Entity Address State Or Province	TX
Entity Address Postal Zip Code	75039
City Area Code	972
Local Phone Number	868-9066
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false