UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]     Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange
        Act  Of  1934;  For  The  Fiscal  Year  Ended:  June  30,  1999

                                       Or

[ ]     Transition  Report  Pursuant To Section 13 Or 15(D) Of The Exchange Act
        Of  1934

                        Commission File Number: 000-25496

                            HYPERDYNAMICS CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                                       87-0400335
     (State or other jurisdiction                          (IRS  Employer
  of incorporation or organization)                      Identification  No.)

                         2656 South Loop West, Suite 103
                              Houston, Texas 77054
          (Address of principal executive offices, including zip code)

                                 (713) 839-9300
              (Registrant's telephone number, including area code)

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:

                                                 Name of Each Exchange
     Title  of  Each  Class                       on which  Registered
     ----------------------                      ---------------------
            N/A                                            N/A

Securities  registered  pursuant  to  12(g)  of  the  Exchange  Act:

                               Title of Each Class
                          Common Stock, $.001 par value

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

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [X]

<PAGE>
Issuer's  revenues  for  the  year  ended  June  30,  1999  were $1,498,124. The
aggregate  market value of Common Stock held by non-affiliates of the registrant
at  September  14,  1999, based upon the last reported sales prices on the OTCBB
was  $4,020,878  .  As  of  September  14, 1999, there were 12,409,503 Shares of
Common  Stock  outstanding.

                                        2
<PAGE>
<TABLE>
<CAPTION>


                                  TABLE OF CONTENTS

PART  I
<S>                <C>                                                                      <C>
Item 1             Business                                                                  3
Item 2             Properties                                                               12
Item 3             Legal Proceedings                                                        12
Item 4             Submission of Matters to a Vote of Security Holders                      13

PART II

Item 5             Market for Registrant's Common Equity and Related Stockholder Matters    14
Item 6             Management's Discussion and Analysis of Financial Condition and
                   Results of Operations                                                    16
Item 7             Financial Statements                                                     19
Item 8             Changes in and Disagreements With Accountants in Accounting and
                   Financial Disclosure                                                     19

PART III

Item 9             Directors, Executive Officers, Promoters and Control Persons;
                   Compliance with Section 16(a) of The Exchange Act                        20
Item 10            Executive Compensation                                                   22
Item 11            Security Ownership of Certain Beneficial Owners and Management           24
Item 12            Certain Relationships and Related Transactions                           26
Item 13            Exhibits and Reports on Form 8-K                                         26
</TABLE>

                                        3
<PAGE>
                                     PART I


Item  1     BUSINESS

Historical  Background  of  Business

The  Company  changed its name to HyperDynamics Corporation in January 1997. The
Company was formerly known as RAM-Z Enterprises, Inc. and was incorporated under
the  laws  of  the  State  of  Utah  on  July  29,  1983. The Company was formed
originally for the purpose of investing in one or more high-technology products,
such  as  medical devices, computer hardware and software or such other products
that the Company deemed advisable. The Company went public on December 19, 1983,
pursuant  to a Regulation D offering. The Company sold 5,000,000 shares at $0.02
cents per share. The aggregate dollar amount raised in the Regulation D offering
was  one  hundred  thousand  dollars  ($100,000).  After  several  unsuccessful
investments  and  higher  than  expected operating expenses, the Company did not
have  the  funds necessary to continue its business operation after 1985. On May
17,  1994  the management formed a Delaware corporation named RAM-Z Enterprises,
Inc.,  for the purpose of merging with and changing the domicile of the Company.
The  State  of  Utah  approved the merger on May 27, 1994. The merger of the two
companies  was on the basis of one share of common stock exchanged for one share
of  common  stock  in  the  surviving  corporation.

On  August  26,  1996  a  reorganization  was completed. This reorganization was
pursuant  to  an Agreement and Plan of Reorganization (the Plan). The parties to
the  Plan  were  RAM-Z  Enterprises,  Inc.  (the  "Company"),  its  Principal
Stockholders,  HyperDynamics  Corporation,  a  Texas  corporation,  and  certain
stockholders  of  HyperDynamics, who owned more than eighty percent (80%) of the
outstanding  voting  securities  of HyperDynamics and who executed and joined in
the  Plan. The HyperDynamics Stockholders became the controlling stockholders of
the  Company in a business combination transaction that was effected in the form
of a "reverse acquisition". Immediately prior to the completion of the Plan, the
Company had no material assets, liabilities or business operations. The "reverse
acquisition"  by RAM-Z was accounted for by the purchase method of accounting in
the fiscal year ended June 30, 1997. Consequently, all prior financial statement
history  of  RAM-Z  is  eliminated  in  the  combination.

HyperDynamics was formed March 7, 1996, to facilitate the acquisitions of one or
more  computer hardware/services-related companies, and to facilitate the merger
with  RAM-Z,  which  was  a registered 12(g) company under the Securities Act of
1934,  as  amended,  with no recent ongoing operations to date. Houston Creative
Connections,  Inc. ("HCCI") and MicroData Systems, Inc. ("MDS") were acquired by
HyperDynamics  on  August 15, 1996, in transactions accounted for as poolings of
interest.

At  the  time  of the adoption of the Plan, the Company had 50,000,000 shares of
voting  common  stock  issued and outstanding. As a condition to the Plan, which
was  an  exchange  agreement  between  the  Company  and  the  HyperDynamics
Stockholders,  the  stockholders  approved  and  the  Company  effected  a share
consolidation  or reverse split in the ratio of one post-consolidation share for
every  44.428648  pre-consolidation  shares held by a stockholder. This was done
provided,  however,  that no single stockholder's share ownership was reduced to
fewer  than  100  post-consolidation  shares.

The  consideration  used  by  the  HyperDynamics  Stockholders  to acquire their
respective  interests  in  the  Company was 4,577,000 shares of $0.001 par value
common voting stock of HyperDynamics, amounting to one hundred percent (100%) of
the  outstanding  voting  securities  of  HyperDynamics,  for  4,577,000
post-consolidation shares of $0.001 par value common voting stock of the Company
in  addition  to  issuing  an  additional  355,000 shares to financial advisors.

                                        4
<PAGE>
HCCI  and MDS had the opportunity, under certain circumstances, to rescind their
portions  of  the  merger  transaction  on  or  before  June  30,  1997.

Divestiture  of  Houston  Creative  Connections,  Inc.  ("HCCI")

On  February  6,  1997,  the  Company,  through  its  subsidiary,  HyperDynamics
Corporation,  a  Texas  corporation  ("HyperDynamics"), divested its subsidiary,
HCCI.  HyperDynamics  acquired  HCCI  in July 1996 and HCCI operated as a wholly
owned  subsidiary of HyperDynamics pursuant to the terms of a share exchange and
acquisition  agreement  called  the  HCCI  Reorganization  Agreement  (the "HCCI
Reorganization  Agreement"). HyperDynamics entered into an Agreement and Plan of
Reorganization  with  the  Company in August 1996. In February, 1997, the former
shareholders  of  HCCI  and the Company (the "Parties") agreed that the original
business  objectives envisioned at the time of the HCCI Reorganization Agreement
had  not  been  achieved,  and  that  each  of the Parties had unique management
styles. The Parties agreed that the business objectives and goals of the Company
and  HCCI  were not compatible and that it would be in the best interests of the
Parties  to  pursue  their  goals and objectives independent of one another. The
Parties further agreed that certain other conditions as contemplated by the HCCI
Reorganization  Agreement had not been satisfied as of that time. On February 7,
1997,  the  Parties  entered  into  a  Divestiture Agreement in which the former
shareholders  of HCCI agreed to deliver 2,102,000 shares of the Company's common
stock  to  the  Company,  and the Company agreed to deliver 1,000 shares of HCCI
common  stock  to  the  former shareholders of HCCI. This represented a complete
unwinding  of  the  consideration  of  the Parties under the HCCI Reorganization
Agreement.  The  2,102,000 shares of the Company's common stock were canceled. A
significant portion of the Company's Assets were divested in connection with the
Divestiture  Agreement.

Adjustment  and  correction  of  valuation  of  MDS

In January of 1997, the Board of Directors of the Company agreed with the former
shareholders  of MDS that in the event of a divestiture of HCCI that the Company
would  issue to the former shareholders of MDS 700,000 shares of common stock of
the  Company.  The  Board  agreed  to  issue  the  additional  700,000 shares as
recognition  of  the  need  to  adjust and correct the valuation received by the
former  shareholders  of  MDS. The Reorganization Agreement entered into between
the  Company  and  MDS  in  July,  1996 (the "MDS Reorganization Agreement") had
originally formed the basis for the original transaction between the Company and
MDS  and  resulted  in MDS becoming a wholly owned subsidiary of the Company. In
consideration for the Board of Directors' action, the former shareholders of MDS
agreed  to  waive  certain  rescission  rights  that  were  contained in the MDS
Reorganization  Agreement. Consequently, as a result of the divestiture of HCCI,
the  Company  issued  to the former shareholders of MDS 700,000 shares of common
stock  of  the  Company.

The  Company  name  change

On  January  6,  1997  a "Unanimous Written Consent of the Board of Directors of
RAM-Z  Enterprises,  Inc."  was  executed  to  amend  the  Company's Articles of
Incorporation  to  reflect  the  name  of  the Company to be formerly changed to
Hyperdynamics  Corporation.  This  was  done subsequent to a shareholder meeting
where  the  name  change was approved by vote of the shareholders. On January 7,
1997  a  Certificate of Amendment of Certificate of Incorporation was duly filed
with  the  State  of  Delaware,  thus  effecting  the  name  change.

                                        5
<PAGE>
Investment  in  Revenue  Sharing  Agreement

On  May  1,  1997,  Hyperdynamics  entered into a revenue sharing agreement with
Internet  Finance  and  Equipment,  Inc.  (A  Florida Corporation referred to as
"IF&E") and Sierra-Net, Inc. (A Nevada Corporation referred to as "Sierra-Net").
This  agreement was pursuant to a "Stock Purchase Agreement" dated April 1, 1997
between  Net  Telecommunications,  Inc.,  ISP.NET,  Inc.  and  Hyperdynamics, as
amended  on  April 25, 1997 whereby Hyperdynamics facilitated the acquisition of
Sierra-Net  through  the  issuance of 177,000 shares of the Company's restricted
common  stock.  Hyperdynamics  received  a  4% interest in the gross revenues of
Sierra-Net, Inc. (A Nevada based Internet Service Provider) as well as the right
to  19%  of the proceeds pursuant to any partial or complete sale of Sierra-Net,
Inc.  The  monthly  payments  have been received consistently through the end of
the  year ended June 30, 1999. The payments have been recorded as a reduction to
the  book  value  of  the revenue sharing agreement balance sheet amount that is
reflected  in  the  financial  statements  as  of  June  30,  1999.

Initiation  of  Wired  &  Wireless  Corporation

On  October  17,  1997  Wired & Wireless Corporation was established as a wholly
owned  subsidiary  of  the  Company  to  plan,  design and implement information
systems  for  customers  using  wireless  technologies  such  as  multipoint  /
multichannel distribution systems (MMDS) and low-power multipoint / multichannel
distribution  systems  (LMDS).

Two  industry  veterans  were  hired  in  October of 1997. Ted W. Tarver, former
President  of  Wireless Cable Connection, Inc. was hired as President of the new
subsidiary. Assets purchased by the Company from Wireless Cable Connection, Inc.
include  an  interest  in  contingent  contract  receivables  for  consulting of
$144,000  based  on wireless frequency licenses granted and to be granted by the
Federal  Communications  Commission  (FCC)  to  be granted to third parties. The
acquisition  of  certain  Wireless  Cable  Connection  assets was negotiated and
finalized  with the receipt of certain sellable inventory assets as reflected in
inventory  at  June 30, 1998. The purchase also included miscellaneous equipment
and  software  used  for  evaluating  and  building  out  wireless  markets. The
acquisition  was finalized on June 23, 1998 when the company paid 100,000 shares
of  restricted  common  stock, then trading at $.51 per share.  Additionally, on
October  21,  1997  the company hired Joseph R. Barris as the Vice President for
the  newly  established subsidiary. The company also purchased all rights to the
International customer sales list and to all future sales for wireless equipment
of  Joseph  Barris  and  Barris  Communications,  Inc.  The company paid cash of
$40,000  in  cash  for  these  customers  and  the  rights  to the related sales
associated  with  each.

Addition  to  the  MicroData  Team

On  June  23,  1998 the company hired Harry James Briers as the new "Director of
Integrated  Information  Systems".  Mr.  Briers  also agreed with the company to
re-direct  all of his consulting business, formally known as "Perfect Solutions"
in  Houston,  Texas.  The agreement included that the Company obtains all of the
rights  to  all  future  sales for products and services to these customers. Mr.
Briers  was issued 100,000 shares of restricted common stock in the transaction.
At  the  time  of the agreement, the stock issued was trading at $.51 per share.
Mr.  Briers  carries  an MBA from the University of Houston - at Clear Lake. His
focus  on  mission  critical  enterprise-wide software applications broadens the
scope  of  MicroData's  capabilities.  A  major area of focus for Mr. Briers are
integrated  enterprise  level  software  applications  like  the  Great  Plains
client-server  plus  SQL  mid-range  accounting  system.  This  enterprise level
accounting  platform  is  targeted  for  progressive  growth  companies with $10
million  to  $500  million  in revenues. Mr. Briers enhances the primary mission
focus  of  the  Company's  target  market  for  its  integrated  IT  services.

                                        6
<PAGE>
MicroData  implements  mid-range  system  project

On  June  3,  1999 the Company announced a significant mid-range system project.
MicroData  Systems,  Inc., (its wholly owned subsidiary) initiated an e-commerce
development  project  with  The  Mattress  Venture,  LP  of  Houston, Texas. The
Mattress  Venture,  LP  at  the  time  supported  eighteen  (18)  Franchisee's
representing  approximately  one hundred thirty (130) stores across the country.
According  to  Furniture/Today magazine, The Mattress Firm is currently the 46th
largest  furniture  sales  organization  and  fastest  growing bedding specialty
retailer  in  the  United  States  with  projected annual sales in excess of one
hundred million dollars ($100,000,000). The initial project revenue was budgeted
at  $800,000  and  could  increase  depending upon the startup or acquisition of
additional  stores.  The  Company  has completed the planning phase of this core
project  as  of  September  23, 1999 and is beginning the development phase. The
Company has recognized $329,276 in revenues off of this project through June 30,
1999.

MicroData  Systems,  Inc.  was  renamed  to  IThost.net  Corporation
and  Mr.  Harry  Briers  is  elected  as  President

On  August  4,  1999  the  Company announced that it has amended the articles of
incorporation  of  MicroData Systems, Inc. (A Texas Corporation and wholly owned
subsidiary)  to change its name to "IThost.net Corporation". Management believes
that  we  must do everything possible to more clearly and easily communicate its
mission  to  be  a  premier  Information  Technology  Service  Provider  (ITSP).
MicroData  was  founded  in  1988  to  provide  computer  and network technology
equipment  to  such  customers as Lockheed, Rockwell, Johnson Space Center (JSC-
NASA),  The  Texas  Medical Center, and Chevron, to name a few. The Subsidiary's
mission  has now evolved to where it now plans, designs, implements, and manages
its  clients  IT  (information technology) infrastructures. The Company believes
that  the  name  "IThost.net"  more accurately reflects its core business. While
IThost.net  Corporation  is  focused  on  migrating  conventional  business  to
e-business and to complete IT Hosting services, the name MicroData Systems, Inc.
has  been  reserved  for  the  company to establish a division that continues to
provide  more  conventional  IT  services.

Mr.  Harry  Briers was elected president of IThost.net Corporation (Wholly owned
subsidiary  of  Hyperdynamics  Corp.).

                                        7
<PAGE>
Current  Direction  of  Business  Plan

As  the  United  States  Department  of Commerce refers to "The Emerging Digital
Economy", in annual reports over the last two years, Hyperdynamics would like to
declare  the  "Digital  Economy"  officially  emerged. The next report should be
entitled  "The  Burgeoning  Digital  Economy".

     Mission  Statement
     To be the premier information technology services provider (ITSP) that
     maximizes its  client's  return  on  their  technology  investment.

Vision  Statement
The  Company is in business to provide completely planned, designed, implemented
and  managed  Information  Technology (IT) based environments for business. With
this  directive the Company has developed and will develop on a continuing basis
it's  own  "ITHOST.NET"  integrated IT environment to become the Company's fully
integrated  product  providing  complete  IT  Hosting  services.

In years past larger companies have had the luxury of having extensive resources
to  implement and manage their information technology budgets. They have learned
that  the  more  efficiently  they  balance  their  information  technology (IT)
investment with benefits, the more they can earn as a result of lowered expenses
and  increased  productivity. As a rule, the smaller an organization becomes the
less  likely it is to be able to take cost effective advantage of the latest and
best  technology.  Company's  like  ours,  using  the  newest  system management
technology  help  remove  the  gap  between  small  and  large organizations. By
acquiring technology based companies in the primary defined areas of information
technology,  we  provide  a total cost effective and competent service acting as
the  IT  department.  As  a result our customers derive the benefits from highly
trained  professionals  in  the IT field and only pay for the actual amount they
need.

The  phenomenal  information  technology  (IT)  industry

You  cannot  talk about information technology (IT) without having a major focus
on  the  Internet,  e-commerce,  and  e-business.  The  Internet  and all of its
functionality  has  now  become  a  primary  component  of  any  company's  IT
infrastructure.  Deciding  how  exactly  to  integrate  with  the  Internet  and
achieving  the  optimum  integration  requires  significant technical expertise.
Hyperdynamics  provides  the  design, implementation, and management services to
support  complete  IT  Hosting  of  a  clients  IT Department with a emphasis on
e-Business  (e-commerce  is  a subset of e-Business). The growth of the Internet
and  rapid movement of conventional business to e-Business puts Hyperdynamics in
the  middle  of  "The  Millennium  2000  Gold  Rush".

The  Emerging  Digital  Economy  II,  published by the US Department of commerce
discloses  the  following  statistics  and  estimates  in  June  1999:

The  expansion  of  the  Internet
     -     Total  people  across  the  globe  with  Internet  access  has  grown
           to 171 million  worldwide
     -     From 1998 to 1999 web users  increased 55%, Internet  hosts  rose  by
           46%, web servers increased by 128%, and new web  addresses rose  137%
     -     IDC  Corporation  (IDC)  was  said  to  report  that between 1998 and
           1999 revenues  of  U.S.  Internet service providers  (ISPs) will rise
           by 41%. IDC projects that these ISP revenues will continue growing at
           a compound annual rate of  28%  through  2003.
     -     As  of  June  8, 1999 Canada and the US make up 56.6% of total people
           with Internet  access.  This equates to 37% of US citizens and 36% of
           Canadians with Internet  access  at  home  or  work.
     -     Concerning  electronic  commerce  in  the  digital  economy:

                                        8
<PAGE>
 "The newest innovations, which we label information technologies, have begun to
   alter the manner in which we do business and create value, often in ways not
                    readily foreseeable even five years ago."

                                                                  Alan Greenspan
                                                 Chairman, Federal Reserve Board
                                                                     May 6, 1999

     -     In  the  Emerging  Digital  Economy II, Patricia  Buckley  wrote "Two
           facets of the  digital  economy,  electronic  commerce (i.e. business
           processes which shift transactions  to  the  Internet  or  some other
           non-proprietary, Web-based system)  and  the  information  technology
           (IT)  industries  that  make  e-commerce  possible, are  growing  and
           changing  at  breathtaking  speed".

     The  rise  in  e-commerce
     -     The 1998 "Emerging Digital  Economy  Report" sited  last year  that,
           "In  early  1998,  forecasters  were  suggesting  that  business-to
           -business  e-commerce  might  rise  to  $300  billion  by 2002." Most
           forecasters  now  expect  that  to  be  a  very low projection. "U.S.
           Online  Business trade will Soar to $1.3 Trillion by 2003", According
           to  Forrester  Research's  press  release,  December  17,  1998.
           (http://www.forrester.com).
           -------------------------
     -     "Early  1998  estimates  suggested  that  Internet  retailing  might
           reach  $7 billion  by  2000.  In  all  probability,  this  level  was
           exceeded last year (1998), current private estimates of  1998  online
           retail trade range between $7.0 billion and $15 billion.  Forecasters
           now project online retail sales in the range of $40 billion  to  $80
           billion  by  2002.  And  even  these  increased  forecasts  of  both
           business-to-business  and  business-to-consumer  e-commerce may prove
           to be low if a  recent  study  financed  by  Cisco  Systems,  which
           estimates  that  1998  total  e-commerce  (both  business-to-business
           and  business-to-consumer)  was  $102 billion,  is  a  more  accurate
           estimate."

Increasing  Global  Markets

The  Department  of  Commerce  reports that the U.S. and Canadian share of world
Internet  users  has  declined  from  62 percent in 1997 to 57% in May 1999. The
report  basically  says  that  the rest of the world is catching up and the most
important aspect for the world to come online is the development of the critical
infrastructure  in  developing  countries. U.S. companies will continuously have
opportunities  for  e-commerce  in  foreign  countries  and  they will also have
increasing  competition  in  a  reciprocal  manner.

New  ways  of  doing  business

Hyperdynamics  facilitates  its  client's e-Business integration by defining new
business  models,  new  processes,  and  dramatically  changing  the way they do
business.  The  explosion of e-Business is having an effect that goes way beyond
the tangible dollar value of the sales on the Internet. Companies that implement
effective  e-Business  models  will  have  substantial competitive advantages by
providing  timely  and  useful  information  through the web, expanding personal
choices,  providing  enriched  services,  and  increasing  productivity  through
efficiency  inherent  with  their  newly  integrated  capabilities.

                                        9
<PAGE>
In  "The  ASP Industry News", August/September 1999 edition, an article entitled
"It's  Time  to  Get  Out  of  the  IT Business", Mr. Brad Bishop, CEO for AVCOM
Technologies  writes  about  how  Scott  McNealy,  CEO  for  Sun Microsystems is
advising  businesses  to  stop buying computer hardware and software. Mr. Bishop
makes  a  case  for  "one  of  the  hottest new trends in the computer industry:
application  service  provisioning  (ASP).  He  writes "With application service
provisioning,  you  don't  have  to  invest  in the hardware, software and staff
needed  to  support  mission-critical business applications." He further writes,
"Finding  an ASP with experience in sophisticated enterprise applications is the
key  to  success.  Application  service  provisioning  demands  highly  secure,
high-speed  data hosting and a wealth of expertise. Neither traditional ISP's or
system  integrators  have  all  the necessary skills. It takes a special breed".
Hyperdynamics  exists  to  be  that  special  breed.  With our positioning as an
information technology service provider (ITSP), application service provisioning
is  a  primary  subset  of  the  business  plan  we  implemented  a  year  ago.

The  shortage  of  IT  workers  and  related  strategy

In  the  United  States  there  was  reported vacancies of approximately 350,000
information  technology (IT) related jobs in 1997. The Labor Department projects
the  need  for  an  additional  95,000 IT jobs annually between now and the year
2005.  With  only  an  estimated  25,000  new  IT  graduates coming out into the
workforce  annually,  there is a serious shortage of IT talent. According to the
Emerging  Digital Economy II, published by the US Department of Commerce in June
of  1999,  "Organizations,  both public and private, continue to experience real
difficulty  in  recruiting  and retaining employees with specialized IT skills."
This presents a serious growth opportunity for Hyperdynamics Corporation because
of  its  acquisition  strategy to acquire information technology based companies
with  a  heavy  emphasis  on  the  talent and experience within each company. By
obtaining  the  talent, we believe that coupled with a reasonable marketing plan
that  we  will  continue  to  substantially  increase  IT  service  revenues.

In  addition to its acquisition strategy, the "ITHOST.NET" strategy to intensely
cross  train  its  IT  professionals  and  build  its virtual IT department will
increasingly attract top technical talent. This integrated service is positioned
towards  total IT outsourcing. One of the reasons that there is a shortage of IT
professionals  is due to the lack of standards established across all areas of a
company's  IT  infrastructure. With a lack of standards, companies create a maze
of  complex  system  designs.  The  larger  and  more  diverse the organization,
generally the more complex the system. This is what has spawned the emergence of
enterprise-wide application technology. Larger companies invest large amounts of
resources  in  the  implementation of these types of applications that allow the
organization  to  standardize  the  way  it  does  business.  The  enterprise
applications  cross over departmental boundaries, subsidiary lines, and possibly
even  industry  lines  in  the  case of conglomerates or modified conglomerates.
Business  managers  are  learning  that by standardizing the components used for
each  area of information systems that the ultimate total cost of ownership will
be  greatly reduced. The hard dollar benefits are somewhat difficult to evaluate
because  some  of  the  real  benefits  are long-term in nature. The soft-dollar
benefits,  such  as  increased organizational productivity are unfortunately not
often considered until a competitor is able to provide a product or service more
efficiently  and your company is fighting to stay in business. Hyperdynamics' IT
professionals  have  developed  a  complete  standards  based information system
design  and  is  providing  a  one-stop  IT  Hosting  option  for  its  clients.

ITHOST.NET  will  provide  a  complete design from the integrated voice and data
phone  system  to the integrated enterprise-wide software applications which run
geographically  independent  across an organizations network infrastructure. One
challenge will be to make the services flexible enough to handle a wide-range of
companies  in  many  different  industries  without  compromising  foundational
standards.  This is the reason that partnership with companies like Great Plains
Software  is  so  important.

An integrated information technology environment includes all factors associated
with  the  design, implementation, and maintenance of an organization's Intranet
and  Internet  related  communications.  Technologies  such as ATM (Asynchronous
Transfer Mode) allow the real world convergence of voice, video, and data across
a  single  fiber  and/or  copper  cable  plant.  With this technology a computer
workstation  can  now  be  transformed into a complete communication device that
through  standards  based  applications  will allow a single cable connection to
seamlessly  support  integrated  applications  such  as  video  conferencing,
telephone,  voice  mail  and  email, and many other enterprise-wide productivity
based  applications.

                                       10
<PAGE>
The Company maintains a strong strategy to continue to develop and leverage it's
own  Information  Systems  Infrastructure  and  will  continue  to invest in the
automation of the administratively based public company overhead. The commitment
that  it  has  made  to the Great Plains CS+ SQL mid-range system is evidence of
substantial  progress  in  this  area.  Based on this strategy, the Company will
benefit  from  an  ever increasing cost/benefit through economies of scale as it
reaches  it's  critical  mass  through  acquisition  as well as building on it's
initial infrastructure obtained through MDS. This will allow the Company to help
its  subsidiaries  operate  more  efficiently  as  well and result in maximizing
profits  for  its  shareholders.

To  keep  up with technology as it changes so rapidly, the Company will continue
to  invest  in  technical  certification and excellence. We believe that growing
technical  expertise  will  open  doors for an increasing opportunity to provide
total  turnkey  IS  services.  We  expect  the  long-term  results  to be strong
recurring  contract  service  revenue.  This  will  continue  to  strengthen the
company's  value  and  related  stock  price  in  years  to  come.

Employees  and  Independent  Contractors

The  Company  has  ten  (10)  full  time employees. The Company uses independent
contractors  to minimize fixed overhead. No employees are represented by a union
and  the  Company  believes  that  its  labor  relations  are  good.

Subsidiary  -IThost.net  Corporation  (Formerly  MicroData  Systems, Inc. (MDS))

The primary focus in fiscal year end June 30, 1999 was on the fulfillment of the
MDS's  goal  to  establish  itself  as a complete information technology service
provider  (ITSP).  MicroData's  increasing  capabilities  have  provided  the
foundation  for  the  company to build on its plan to be the Premier Information
Technology  Service  Provider  and  to  initiate  its  IT  Hosting  service.

During  the  year  MDS  successfully shifted its revenue base clearly more to IT
services.  To  support  this goal MDS enhanced or maintained certifications with
Microsoft as a Microsoft Solution Provider, Great Plains Software as eEnterprise
reseller,  Intel Product Dealer, Citrix Systems Certified reseller, 3Com Network
Systems Integrator, Xerox Peripherals reseller, and Extreme Networks Premier VAR
to  name a few. With its relationship with Intel, the Company has the capability
to provide custom hardware solutions along with its IT services. This capability
provides  a  tighter  integration  for  its  services.

IThost.net  Corporation  (Formerly  MDS)  plans  to  implement and market its IT
Hosting  infrastructure  by the second quarter of fiscal year end June 30, 2000.
It  has  registered ITHOST.NET as its Internet address to establish its national
presence.

Subsidiary  -  Wired  &  Wireless  Corporation

Wired  &  Wireless  is  continuing  to  provide  wireless equipment for wireless
television  to  customers in Mexico and South America. Ted Tarver, President for
Wired  &  Wireless  has negotiated with primary suppliers to provide certain key
inventory items on a consignment basis. The primary goal for Wired & Wireless is
to continue to increase its wireless equipment sales with an increasing number
of  customers.

Hyperdynamics  Corporation  provides complete IT Hosting services, acting in the
capacity  of  its  clients  IT department, and services its clients by migrating
conventional  business  to e-Business. It also continues to provide conventional
based  IT  services  through  its MicroData division. This gives the Company the
flexibility  to service its clients in a way that they feel the most comfortable
while  being  educated  about  the  new  ways  of acquiring IT Hosting services.
Hyperdynamics  expects  to continue to grow from expanding operations as well as
through  acquisition  in  the  fiscal  year  ending  June  30,  2000.

                                       11
<PAGE>
Item  2     PROPERTIES

The  office  of  the  Company  is  located  at  2656 South Loop West, Suite 103,
Houston,  Texas  77054  where  the Company leases approximately 3,000 sq. ft. of
commercial office space for itself, Wired & Wireless Coroporation, and MicroData
Systems, Inc. The Company pays $3,065 per month. This is a month to month lease.
In  the  center  of  the  space the Company has developed its communications and
computer  room  which serves as the network server center, wide area network hub
including  its Internet point of presence (POP), and central telephone room. The
space  is  secured  by a monitored alarm system. The Company has plans to either
expand  its  facilities at the current location or to lease new facilities for a
corporate  office  as  it  continues to grow. Additionally, Wired & Wireless has
leased  approximately  5,000  square  feet  of  warehouse  facility  to hold its
wireless  inventory and consigned inventory, if any. The Company pays $1,700 per
month for this facility. This lease expires on May 1, 2000. The Company believes
that  its  offices  and  warehouse  are  adequate  for its present future needs.

Item  3     LEGAL  PROCEEDINGS

In 1984, the Company failed to file financial statements as required by Utah law
within  thirteen  months after its public offering in 1983. On June 17, 1987 the
Division  of  Securities  of  the  Department of Commerce (formerly known as the
Securities  Division  of  the Department of Business Regulation) of the State of
Utah (the "Division") issued an Order (the "Utah Order") by which Utah Order any
offering  exemptions  which  would  be otherwise applicable and available to the
Company  by reason of Section 61-1- 14 of the Utah Code were revoked by the Utah
Order  until  such time as the Company filed financial statements as required by
Rule  10.2-1(b)(7)  of  the  Division.  Therefore,  the  Company  may  not offer
unregistered  securities  in  Utah,  except  that  under  the  federal  National
Securities  Markets  Improvement  Act  of  1996  the  Company may offer for sale
unregistered  securities  in  Utah  if  such  offerings  comply with Rule 506 of
Regulation  D  of  the Securities Act of 1933 as amended. Rule 506 offerings are
exempt  from  state  regulation other than state notice and fee requirements. In
the  future, the Company may seek to vacate the Utah Order. However, the Company
has  thus  far  been  unsuccessful  in locating records related to the financial
information  that  the  Company failed to file in 1983 and 1984, and the Company
has  been  unsuccessful  in  locating the individuals who founded the Company in
1983. Thus, the Company's corporate memory on this matter is unavailable at this
time.  The  Company believes that earlier attempts to vacate the Utah Order were
unsuccessful because the Company was a shell company at the time the attempts to
vacate  the  Utah Order occurred. The Company believes that since the Company is
now  an  operating  Company  with  assets and revenues related to operations, as
opposed  to assets and revenues related only to fund raising, the Company may be
in  a  better  position  to  petition  Utah  to  vacate  the  Utah  Order.

The  Company  is  not  a  party  to  any  other  material  pending  litigation.

                                       12
<PAGE>
Item  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On August 26, 1999, the company held its annual shareholder meeting as disclosed
in the proxy statement "PRE 14A" filed on July 14, 1999. The shareholder meeting
was  for  shareholders  of  record at July 14, 1999. There was 12,405,503 shares
outstanding  on  that  date.  All  nominated  directors  were  duly  elected,  a
preferred class of stock was authorized by the shareholders for the directors to
use  as  they  see  fit with regard to capitalization. John B. Evans II, CPA was
ratified  as  the  auditor  for  the  fiscal  year  end  June  30,  1999.

The  voting  results  including  proxy's  received  were  as  follows:

<TABLE>
<CAPTION>
Directors  Elected

                # of shares FOR  # of shares AGAINST  # of shares ABSTAIN
<S>             <C>              <C>                  <C>
Kent Watts            9,709,352                    0                1,000
Robert J. Hill        9,709,352                    0                1,000
Ted W. Tarver         9,709,352                    0                1,000
</TABLE>

Authorization to amend Articles of Incorporation to provide 20,000,000 shares of
Preferred  Stock

     #  of  shares FOR          # of shares AGAINST          # of shares ABSTAIN

        7,601,368                     5,200                       116,300

                            RATIFY JOHN B. EVANS II, CPA

     #  of  shares FOR          # of shares AGAINST          # of shares ABSTAIN

        9,706,352                     5,000                          0

                         OTHER BUSINESS - NONE DISCUSSED

     #  of  shares FOR          # of shares AGAINST          # of shares ABSTAIN

        9,686,672                     5,180                        18,500

                                       13
<PAGE>
                                     PART II


Item 5     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Price  Range  Of  Common  Stock
The  Company's  Common Stock is traded on the OTCBB under the symbol "HYPD." The
following  table  sets forth the quarterly high and low bid prices per share for
the  Common Stock, as reported by the OTCBB. The bid prices reflect inter-dealer
quotations,  do  not  include  retail markup, markdown, or commission and do not
necessarily  reflect  actual  transactions.

<TABLE>
<CAPTION>
                High Bid  Low Bid
<S>             <C>       <C>

1998
First Quarter     2.1250   1.0000
Second Quarter    1.7500   0.5100
Third Quarter     1.3750   0.1560
Fourth Quarter    0.8750   0.2500


1999

First Quarter     1.2500  0.25000
Second Quarter    2.2500  0.78125
Third Quarter     3.5000  0.28125
Fourth Quarter    1.3750  0.46875
</TABLE>

On  September  21,  1999,  the  last bid for the Common Stock as reported by the
OTCBB  was  $0.78125  per share. On September 21, 1999, there were approximately
450  stockholders  of  record  of  the  Common  Stock.

The  Company has not paid, and the Company does not currently intend to pay cash
dividends  on  its common stock in the foreseeable future. The current policy of
the  Company's  Board of Directors is to retain all earnings, if any, to provide
funds  for operation and expansion of the Company's business. The declaration of
dividends,  if any, will be subject to the discretion of the Board of Directors,
which  may  consider  such  factors  as  the  Company's  results  of operations,
financial  condition,  capital  needs  and  acquisition  strategy, among others.

Recent  Sales  of  Unregistered  Securities

During the year ended June 30, 1999, the following transactions were effected by
the  Company  in reliance upon exemptions from registration under the Securities
Act  of  1933  as amended (the "Act") as provided in Section 4(2) thereof.  Each
certificate  issued  for unregistered securities contained a legend stating that
the  securities  have  not  been  registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated in, nor did the Company pay any commissions or fees to
any  underwriter  in  connection  with  any  of these transactions.  None of the
transactions  involved a public offering.  The Company believes that each person

                                       14
<PAGE>
had  knowledge  and  experience  in financial and business matters which allowed
them  to  evaluate the merits and risk of the receipt of these securities of the
Company.  The  Company  believes  that  each  person was knowledgeable about the
Company's  operations  and  financial  condition.

On  April 1, 1999, the Company issued an option to purchase up to 350,000 shares
of  common  stock  of  the  Company  to  Michael  Watts  as compensation under a
consulting  agreement.  The fair market value of the common stock on the date of
the  grant of this option was $.50 per share.  This option has a strike price of
$.50  per  share  and expires on April 1, 2001.  Michael Watts is the brother of
Kent  Watts,  who  is  a  Director,  President  and  CFO  of  the  Company  .

On  April  1, 1999, the Company issued an option to purchase up to 30,000 shares
of  common  stock of the Company to Heidi Youtsey as compensation for consulting
services  in  connection  with  marketing.  The  fair market value of the common
stock  on  the date of the grant of this option was $.50 per share.  This option
has  a  strike  price  of  $.50  per  share  and  expires  on  April  1,  2001.

On  April 1, 1999, the Company issued an option to purchase up to 100,000 shares
of  common stock of the Company to Ted Tarver, who is a Director of the Company,
as  compensation.  The  fair market value of the common stock on the date of the
grant of this option was $.50 per share.  This option has a strike price of $.50
per  share  and  expires  on  April  1,  2001.

On  April 1, 1999, the Company issued a warrant to purchase up to 200,000 shares
of  common  stock of the Company to Randy Massey as compensation as a consultant
in  relation  to acquisitions.  The fair market value of the common stock on the
date of the grant of this warrant was $.50 per share.  This warrant has a strike
price  of  $.50  per  share  and  expires  on  April  1,  2002.

On  April 1, 1999, the Company issued a warrant to purchase up to 150,000 shares
of common stock of the Company to Colleen Wilkins as compensation as a marketing
consultant.  The  fair market value of the common stock on the date of the grant
of this warrant was $.50 per share.  This warrant has a strike price of $.50 per
share  and  expires  on  April  1,  2001.

                                       15
<PAGE>
Item  6     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
            RESULTS  OF  OPERATIONS


              CAUTIONARY  STATEMENT ON FORWARD-LOOKING INFORMATION

The  Company  is including the following cautionary statement to make applicable
and  take  advantage  of  the  safe  harbor provision of  the Private Securities
Litigation  Reform Act of 1995 for any forward-looking statements made by, or on
behalf  of,  the  Company.   This  Annual  Report  on  Form  10-KSB  contains
forward-looking  statements.  Forward-looking  statements  include  statements
concerning  plans, objectives, goals, strategies, expectations, future events or
performance and underlying assumptions and other statements which are other than
statements  of  historical  facts.  Certain  statements  contained  herein  are
forward-looking  statements  and,  accordingly,  involve risks and uncertainties
which  could  cause  actual  results or outcomes to differ materially from those
expressed  in  the  forward-looking  statements.  The  Company's  expectations,
beliefs  and  projections  are  expressed  in good faith and are believed by the
Company  to have a reasonable basis, including without limitations, management's
examination  of  historical  operating  trends,  data contained in the Company's
records  and  other  data  available  from  third  parties,  but there can be no
assurance  that management's expectations, beliefs or projections will result or
be achieved or accomplished.  In addition to other factors and matters discussed
elsewhere  herein,  the following are important factors that, in the view of the
Company, could cause actual results to differ materially from those discussed in
the forward-looking statements: the ability of the Company to respond to changes
in  the  information  system  environment,  competition,  the  availability  of
financing, and, if available, on terms and conditions acceptable to the Company,
and  the availability of personnel in the future. The Company has no obligations
to  update  or revise these forward looking statements to reflect future events.

The  following  discussion  should  be  read  in  conjunction with the financial
statements  and notes thereto for the fiscal years ended June 30, 1999 and 1998.

General
With  its  focus  heavily on Wired & Wireless in FYE 1998 the Company started to
aggressively  pursue some promising core revenues from a significant customer in
Mexico,  Central & South America. Unforeseen delays, in the culmination of these
core  sales  put an unexpected strain on the Company's continued ability to grow
in  other  areas  and  to  capitalize  itself  with adequate working capital and
investment  capital.

In 1999, the Company successfully shifted its primary focus of the Company to be
the  Premier  Information  Technology  Service Provider (ITSP).  The Subsidiary,
MicroData,  shifted its sales and marketing efforts from  lower margin equipment
sales  to  higher  contribution  margin  business  as  an  IT  service  company.
Subsequent  to  the  fiscal year 1999 MicroData's name was changed to IThost.net
Corporation.  The  acquisition  strategy  of  the  Company  has  not  yet  been
implemented.  It has been delayed thus far due to time consuming negotiations of
acceptable  capital  structures  and the belief by management that the Company's
stock  has  been undervalued in recent months.

                                       16
<PAGE>
Results  of  Operations

Revenues  increased  to  $1,498,124  for  the year ended 1999, from $820,535 for
1998.  The 83% increase was primarily due to the major emphasis and focus on the
information  technology  services  and  e-Business  related  sales compared to a
divided  focus  with  Wired  &  Wireless Subsidiary's  equipment  sales  the
year  before.

Cost of revenues increased to $870,151 (58% of revenue) for the year ended 1999,
from  $702,164  (86%  of  revenue)  for  1998.

Selling,  General  and  Administrative  expenses  increased  to $774,378 (52% of
revenue)  for  the year ended 1999, as compared to $693,001 (84% of revenue) for
1998.The  increase  was  primarily  due to increased labor costs associated with
establishing  the  e-Business  programs  and  IT  Hosting  services.

The Net Loss of the Company was $(184,546) for the year ended 1999, or
($0.02)  per  share,  compared  to  $(558,324)  or  ($0.07)  per share for 1998.

During  the last two quarters of 1999 the Company reported profits of $2,565 and
$22,304  respectively.  This improvement was a result of the culmination of core
projects  for  e-Business  and  IT  Hosting  services.

Liquidity  and  Capital  Resources

The  Company  has no long-term debt obligations or other related requirements or
contingencies.

The  Company  has  a  need  for  additional  working  capital  to  implement the
e-Business  and  IT  Hosting  services as well as to recognize its growing sales
forecast.  It  has  invested in equipment and software infrastructure out of its
working capital as it has been able to.

The  Company  needs  both  additional  investment capital and working capital to
Continue  developing  its  core  sales  and  IT  service  capabilities.

Estimated  working  capital  requirements  of  $500,000  is  needed to allow the
Company  to  substantially  increase  its current sales forecast of IT services.
While  continuing to increase its sales and marketing, core business obtained in
the  last  quarter  of  1999  is  very  important  to  the continued progress of
operations.

As  of  October  8,  1999 management has three plans to obtain additional needed
working capital.
1.  The Company is proceeding to facilitate the sale of SierraNet, Inc. of which
    it has a 19% interest in the proceeds of such sale. It is expected that this
    sale  could  generate  up  to  $475,000  of  additional  working  capital.
2.  The  Company  is  in negotiations with and evaluating the sale of its wholly
    owned Subsidiary Wired and Wireless Corporation. It has been determined that
    this  transaction  would  result  in  immediate  improvement  of its working
    capital  and  result  in  an  extra-ordinary  gain  for  the  Company.
3.  The  Company  is  preparing  a  private  placement  memorandum  to  raise an
    additional  $1,000,000  to  $2,000,000  dollars  of  working  capital  and
    investment  capital  for  implementing its IT hosting infrastructure as well
    facilitate  an  acquisition.

In addition to raising working capital, the Company plans to implement its plans
to raise capital to qualify it to be listed on a national Stock Exchange such as
NASDAQ.  The  Company  is  in  negotiation  with  various  private  investors to
structure  a  private  transaction  that could potentially help to  qualify  the
Company for listing on a stock exchange.  Additional strategies to raise capital
will  be  implemented  as the Company moves towards its more strategically based
acquisitions. Upon qualifying for listing on an exchange, the Company intends to
prepare  an  underwriting package to attract the right team for a new securities
registration  to  be  used to raise substantially more capital to support its IT
Hosting  business  plan.  This  new  registration  will include plans to acquire
Entrepreneurial  based  and  technically  talented  companies  to  enhance  the
Company's  e-Business  and  IT  Hosting  capabilities.

Factors  effecting  future  results

As  discussed  in  the  Liquidity  and Capital Resources section the Company has
significant  needs  for  additional capital.  The  Company has minimal financial
resources due to its need for this growth capital. Should the Company be delayed
in  obtaining  these  needed  resources  as  planned, its planned growth through
expanding core operations as well as acquisition could slow down do to a natural
tightening of its cash flow.

                                       17
<PAGE>
In  order  for the Company to be successful with its IThosting business plan, it
needs  to  strengthen its core IT infrastructure. On April 25, 1997, the Company
acquired a contract interest in revenues from SierraNet, Inc., a Nevada Internet
Service  Provider.  The third-party purchaser of SierraNet, Internet Finance and
Equipment,  Inc.  of  Florida,  agreed  to this contract right in return for our
participation  in  financing  their acquisition of SierraNet through issuance of
177,000  shares  of the Company's restricted stock to the sellers. This contract
right  provides  the  Company with 4% of monthly gross revenue of SierraNet, and
19% of sale proceeds should SierraNet be sold. The Revenue Sharing Agreement has
been consistently generating payments on a monthly basis. The Company is looking
into the possibility of facilitating the sale of SierraNet that would provide an
extraordinary  gain  and  increase  its  working  capital.  This would allow the
Company  to  make  several  pending  decisions  to  strengthen  the  IThost.net
infrastructure. It would also enrich the sales and marketing efforts and revenue
potential  of  IThost.net  Corporation (the Company's wholly owned subsidiary).

In  addition  to  the  sale of SierraNet, the Company is evaluating the use of a
Reg-D  private  placement  to raise its necessary working capital as well as the
prospect  of  a  new  registration  under  the  1933  Securities  Act  to  raise
substantially  more  capital  for  its  acquisition  roll up  plans.

The  Company  plans  to  primarily  focus on its capital raising and acquisition
strategy  for  FYE  2000.  The  Company  is  extremely  close  to  substantially
profitable  operations  on  a  recurring basis. Additionally, there are plans to
hire  a  Marketing and Sales vice president in FYE 2000 to focus on the sales of
its  ITHOST.NET  services.  By  closing  additional core business, providing for
adequate  capitalization, and establishing the relationship with the appropriate
underwriter,  the  Company expects to move into a rapid growth mode by the third
quarter  of  fiscal year 2000.

Year  2000  Issues  and  Y2K

All of the Company's hardware and software have been acquired and represented by
the  sellers to be fully Y2K compliant. The Company presently anticipates no Y2K
impact  in  connection  with its suppliers or customers. However, the Company is
presently  assessing  its  Year  2000  compliance  status  and the status of its
suppliers  and  customers. Furthermore, since the Company's future revenues from
the  Internet  operations are wholly dependent on others being able to use their
own  computers  to  connect  to the Internet, there can be no assurance that the
Company  will  escape the consequences of a Year 2000 compliance deficiency. The
Company's  web-sites  are  hosted  at  its  central  office  and  currently uses
Concentric  Network  for  its  primary  access  circuits.  Concentric is a large
national  tier-1  backbone  provider.

The  Year  2000 issue is the result of computer programs being written using two
digits  rather  than  four  to  define the applicable year. Any of the Company's
computer  programs  that have time sensitive software may recognize a date using
"00"  as  the year 1900 rather than the year 2000. This could result in a system
failure  or  miscalculation  causing  disruption  of  business  activities.

Based  on  ongoing  assessments,  the  Company  believes  that  no  significant
modifications  of  existing  computer  software  will  be  required. The Company
believes  that its computer systems will function properly with respect to dates
in the year 2000 and thereafter. The Company also believes that costs related to
the  Year  2000  issue  will  not  be  significant.

The  Company  has  assessed  its  relationships  with  significant suppliers and
customers  to  determine  the  extent  to which the Company is vulnerable to any
known third party's failure to remedy their own Year 2000 issues. Based on these
assessments,  management  believes that significant exposure does not exist with
respect  to  known  third  parties.

                                       18
<PAGE>
Y2K  Contingency  Plans

In  the  event  that  the Company's computers ultimately are shown not to be Y2K
compliant,  the  Company  will  shift  its  internal  and  external  programming
capabilities  to  addressing  Y2K  compliance.

Item  7     FINANCIAL  STATEMENTS

The  information  required  hereunder is included in this report as set forth in
the  "Index  to  Financial  Statements  on  page  F-1.

Item  8     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL

            DISCLOSURE

     Not Applicable.

                                       19
<PAGE>
                                    PART III


Item  9     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
            COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Executive  Officers  and  Directors
The  following table sets forth the names and positions of each of the executive
officers  and  directors  of  the  Company.

<TABLE>
<CAPTION>
Name                                    Position                 Age
<S>                        <C>                                   <C>
Kent Watts                 Director, Chief Executive Officer,     41
                           and Chief Accounting Officer

Robert J. Hill             Director, Vice President               45

Ted W. Tarver              Director, President for                44
                           Wired & Wireless Corporation

Lewis Ball                 Secretary                              68
</TABLE>

Directors  are elected annually and hold office until the next annual meeting of
the  stockholders  of  the  Company  or  until  their successors are elected and
qualified.  Officers  are  elected  annually  and serve at the discretion of the
Board  of Directors. There is no family relationship between or among any of the
directors and executive officers of the Company. Board vacancies are filled by a
majority  vote  of  the  Board.

Kent  Watts, age 41, became Chairman of the Board of Directors and was named the
companies  President  and Chief Executive Officer on June 4, 1997 simultaneously
with  the  resignation  of  Greg  J.  Micek.  He has served as a Director, Chief
Financial  Officer,  and  Chief Information Officer of the Company since January
17,  1997.  Mr. Watts has been a certified public accountant in Texas since 1985
and a licensed Real Estate broker since 1979. He received a Bachelor of Business
Administration  Degree from the University of Houston in 1983. Mr. Watts founded
MicroData  Systems, Inc., a subsidiary of the Company, in 1988. He has extensive
experience  working  with  management  information  systems.  Mr. Watts has been
involved  in  the  design,  implementation  and  management  of  heterogeneous,
multi-protocol  networks. He has substantial technical experience with a variety
of  operating  systems,  relational  databases, and client-server based software
applications.  He  brings  to  the  Company an interesting blend of business and
technical  experience.

Robert J. Hill, age 45, has served as the Chief Operating Officer of the Company
since  June  1996  and  as Chief Operating Officer and a Director of the Company
since  August  26,  1996.  Starting  in  July  of  1997 Mr. Hill became the Vice
President  of the Company and has served as the Vice President and a Director of
the  Company  to date. Before joining the Company, Mr. Hill served for two years
as  vice  president  of  Hudson-Trinity  Incorporated, a privately-held Internet
service  provider  and  network  engineering company that also contracted senior
network  engineers  to  Loral  Space  Systems,  Inc.,  the  principal  civilian
contractor  for  the  design,  development and installation of NASA's new manned
space  flight  control  center.  Previously,  Mr. Hill served for three years as
Acquisition  Manager  for  Loral  Space Systems, Inc. Mr. Hill has earned an MBA
degree from South Eastern Institute of Technology and a BA degree from the State
University  of  New  York  at  Potsdam.

                                       20
<PAGE>
Ted  W.  Tarver,  age 44, was President of Wireless Cable Connection, Inc. (WCC)
until  October  of 1997 when he became President of Wired & Wireless Corporation
(Wholly  owned  subsidiary  of  HyperDynamics  Corporation).  Beginning  in  the
wireless industry in 1979 and while operating WCC, Mr. Tarver played major roles
in  the  development  of over 50 wireless TV systems. Mr. Tarver has served as a
Director  of  the  Company  since February of 1998. He plans to use his wireless
technology  experience  to help the Wired & Wireless subsidiary establish itself
in  the  international  wireless  industry  with  a unique capability to provide
complete  end  to  end  wireless  systems  supporting  voice,  video,  and  data
applications  over  wireless  infrastructures.

Lewis  E.  Ball,  age 68, has served as the  secretary of the Company since 1997
and  as the Chief Financial Officer from June 1996 to January 1997.  He has been
a  financial  consultant  to  a  number  of companies since 1993.   Mr. Ball has
served as a director of JVWeb, Inc. since 1997 and as secretary and treasurer of
JVWeb,  Inc.  since  1998.  Mr.  Ball has many years of industry experience as a
chief  Financial  Officer  with  Stevenson  Services, Inc. and Richmond Tank Car
Company  (from  1983  to 1993).  Mr. Ball is a Certified Public Accountant and a
Certified  Management  Accountant.  Mr.  Ball  has  a B.B.A. in Finance from the
University  of  Texas,  and  he  did  post-graduate  work  in  accounting at the
University  of  Houston.

Certain  Securities  Filings

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

The  Company believes that Kent Watts, Bob Hill, Ted Tarver, and Lewis Ball have
filed  reports  under  required  under  section  16(A).

                                       21
<PAGE>
Item  10     EXECUTIVE  COMPENSATION

The  following  table  reflects  all  forms  of compensation for services to the
Company for the fiscal years ended June 30, 1997, 1998 and 1999 of the executive
officers  of  the  Company.  No  executive  officer  of  the  Company  received
compensation  that  exceeded  $100,000  during  1999.

<TABLE>
<CAPTION>
                                SUMMARY COMPENSATION TABLE

                                               ANNUAL COMPENSATION         LONG TERM COMPENSATION

                                                                              AWARDS        PAYOUTS
                                                                 OTHER     RESTR  SECURITIES          ALL
                                                                 ANNUAL    ICTED  UNDERLYING         OTHER
NAME AND                                                         COMPE-    STOCK   OPTIONS    LTIP  COMPEN-
   PRINCIPLE                                SALARY       BONUS   NSATION   AWARDS   SARS    PAYOUTS  SATION
   POSITION                        YEAR        $           $        $        $       #        $        $
<S>                                <C>  <C>           <C>         <C>      <C>  <C>        <C>     <C>

Kent Watts (1)                     1999      $84,000      $-0-     $-0-    $-0-       -0-   $-0-   $-0-
     Chief Executive  Officer      1998       84,000       -0-      -0-     -0-       -0-    -0-    -0-
     Chief Financial Officer       1997       60,000       -0-      -0-     -0-       -0-    -0-    -0-

Robert J. Hill                     1999      $72,000      $-0-     $-0-    $-0-       -0-   $-0-   $-0-
     Vice President                1998       72,000       -0-      -0-     -0-       -0-    -0-    -0-
                                   1997       72,000       -0-      -0-     -0-   130,000    -0-    -0-
</TABLE>

Chief  Executive  Officer  Compensation

On  July  21,  1999,  the  Board of Directors of Hyperdynamics Corp. unanimously
agreed  to  the  terms of a "Executive Employment Agreement" for Kent Watts. The
Agreement  was duly executed on July 21, 1999 which establishes Mr. Watts as the
Company's  President, Chief Executive Officer (CEO), and Chief Financial Officer
(CFO).  In  the agreement it is noted that the Company intends to hire a new CFO
at  the  time  the board deems it to be beneficial to the Company. At that time,
Mr.  Watts  will  continue  his  responsibilities  as  President  and  CEO while
relinquishing  his  duty  as  CFO.

The  contract  allows  for a base salary of $100,000 annually with a performance
based  incentive  salary based on 5% of adjusted net income, up to an additional
$100,000  in  salary.  Therefore, maximum salary under the Agreement is $200,000
annually. Additionally, Mr. Watts will receive 7,000 options with a strike price
of  $1.00 per share for unrestricted common stock for each $1,000,000 of revenue
generated  in  fiscal  year  end June 30, 2000, by the Company, in excess of the
revenues  reported  for  the  fiscal  year  end  June  30,  1999.

                                       22
<PAGE>
Director  Compensation

The  Company  does  not  currently pay any cash directors' fees, but it pays the
expenses  of  its  directors  in  attending  board  meetings. There have been no
director  meeting  expense  reimbursements  for  199  and  1998.

Employee  Stock  Option  Plan

The Company has been successful in attracting and retaining qualified personnel,
the  Company  believes  that  its  future  success  will  depend  in part on its
continued  ability to attract and retain highly qualified personnel. The Company
pays  wages  and  salaries  that  it  believes are competitive. The Company also
believes  that equity ownership is an important factor in its ability to attract
and  retain  skilled personnel including consultants, and the Board of Directors
of  the  Company  has  adopted  an  employee  stock  option  program.

Options  to  purchase  1,620,000  shares  of  registered  common stock have been
approved  under  the  Plan.  Such  options  will  vest over a five-year or other
negotiated period and will have a strike at a price set at the time of grant and
based  on  the  then  current  market  value  of the stock. The President of the
Company  has the authority as given by the Board of Directors to negotiate stock
option  agreements with corporate consultants as well. As of September 21, 1999,
options  to  purchase  1,517,060  shares  have  been granted under this plan and
646,581  of  these have been exercised. This leaves 870,479 shares granted under
employment  or  consulting  agreements  but  not yet to be exercised and 102,940
shares  left to be granted pursuant to employment or consulting agreements. This
is  a  total  of  973,419  shares  available  under  the  plan  not  yet issued.

The  Company  also has 5,000 remaining shares available to issue pursuant to the
S-8  filing  on  August 13, 1996 and 64,212 shares available pursuant to the S-8
filing  on  December  31,  1996.

The  purpose  of the stock option program will be to further the interest of the
Company,  its  subsidiaries  and its stockholders by providing incentives in the
form  of  stock  options  to  key  employees,  consultants,  and  directors  who
contribute  materially  to  the  success  and  profitability of the Company. The
grants  will  recognize  and  reward  outstanding  individual  performances  and
contributions  and will give such persons a proprietary interest in the Company,
thus  enhancing  their  personal interest in the Company's continued success and
progress.  This  program  will  also  assist the Company and its subsidiaries in
attracting  and  retaining  key  employees  and  directors.

                                       23
<PAGE>
Item  11     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

The  following  table sets forth certain information at September 21, 1999, with
respect to the beneficial ownership of shares of Common Stock by (1) each person
who  owns  beneficially  more than 5% of the outstanding shares of Common Stock,
(2)  each director of the Company, (3) each executive officer of the Company and
(4)  all  executive  officers  and  directors  of  the  Company  as  a  group.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF                       SHARES BENEFICIALLY OWNED
 BENEFICIAL OWNER
-------------------
                                              NUMBER     PERCENT

<S>                                         <C>            <C>
Kent Watts
2656 South Loop West, Suite 103
Houston, Texas 77054                           1,015,000    7.93
Robert J. Hill
2656 South Loop West, Suite 103               139,600 (1)
Houston, Texas 77054                                        1.09
Ted W. Tarver
2656 South Loop West, Suite
103
Houston, Texas 77054                          300,000 (2)   2.34
Lewis E. Ball
2656 South Loop West
Suite 103
Houston, Texas 77054                           54,560 (3)   0.43
Emerald Bay Interests LTD                   5,933,333 (4)  46.34
All directors and executive officers as a
group (4 persons)                              1,509,160   11.79
Other Group which may be affiliated         1,410,900 (5)  11.02
<FN>
(1)     This  amount  includes  3-year options to purchase 139,600 shares of the
common  stock  of  the  company  for a strike price of $1.25 per share which was
granted  130,000  on  July  23,  1997  and  9,600  on  August  10,  1996.
(2)     This  amount  includes  currently  exercisable options to purchase up to
100,000  shares  of common stock of the Company at an exercise price of $.50 per
share,  and  currently  exercisable warrants to purchase up to 100,000 shares of
common  stock  of  the  Company  at  an  exercise  price  of  $.51  per  share.
(3)     This  amount  includes  currently  exercisable options to purchase up to
8,760  shares  of  common  stock of the Company at an exercise price of $.75 per
share,  currently  exercisable options to purchase up to 33,300 shares of common
stock  of  the  Company  at  an exercise price of $1.25 per share, and currently
exercisable  warrants  to  purchase  up  to 12,500 shares of common stock of the
Company  at  an  exercise  price  of  $.51  price  share.
(4)     Due  to Registrant's inability to pay certain liabilities as they become
due,  Registrant's  Board  of  Directors  approved  on  July  15,  1997 a bridge
financing arrangement (the "Financing") with Emerald Bay Interests, LTD ("EBI").
The  total  debt  of  $350,000  plus accrued interest was converted to 5,833,333
shares  of  the  company's  common  stock.

                                       24
<PAGE>
(5)     On  August  15,  1996  the  Company  went through a reorganization which
resulted  in  the  issuance  of  1,540,000  shares  of  common  stock to certain
shareholders.  The  following  is  the  total  remaining  outstanding  shares at
September  21,  1999, that the Company believes may be a group acting in concert
with regard to control of the Company. The Company's stock issuance records show
the  following  list:
</TABLE>

NAME                             #  OF  SHARES

Peterson                                25,000
Thompson                               102,150
Klausmeyer                             237,250
Strawn                                 339,300
Cicero Cinzano                          50,000
HuggerMugger                           102,200
Segal/Alex Trust                        45,000
FYJIGIM                                 45,000
Nationsbank/Thompson family trust       45,000
Flicker                                 70,000
Q-Marq                                 115,000
Eurotrade                              160,000
Tobem                                  100,000
                                       -------
Total                                1,410,900

                                       25
<PAGE>
Item  12     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

The  Board of Directors of the Company has adopted a policy that Company affairs
will  be  conducted  in  all  respects  by standards applicable to publicly-held
corporations  and  that  the Company will not enter into any future transactions
and/or loans between the Company and its officers, directors and 5% shareholders
unless  the terms are no less favorable than could be obtained from independent,
third  parties  and  will  be  approved  by  a  majority  of  the  independent,
disinterested  directors  of  the  Company.

Michael  Watts,  the  brother  of  Kent Watts, has conducted  certain securities
brokerage  business with Emerald Bay Interests, LTD.  Michael Watts was retained
by  the  Company  in  April,  1996  as a consultant in the area of acquisitions.
Under that agreement the Company granted 275,000 stock options to Michael Watts.
The  Board  of Directors has renewed the consulting agreement with Michael Watts
through  March,  2000.  In  December,  1997,  the  Company adjusted the original
consulting agreement to include a total of 375,000 currently exercisable options
exercisable  1/3 at $.625, 1/3 at $1.00, and 1/3 at $1.375 per share expiring on
June  30,  2000.  In  April  1,  1999, pursuant to the consulting agreement, the
Company  granted  to  Michael  Watts  350,000  currently  exercisable  options
exercisable  at  $.50  per share expiring in March, 2001.  Some of these options
have been exercised. As of June 30, 1999 Michael Watts has exercised all options
except  343,819  options  at  $.50  strike  price.

In  December,  1998,  Kent  Watts  purchase a convertible promissory note of the
Company  from  a note holder. The Company had not made any payments of principal
or interest on the note.  This promissory note was paid off to Kent Watts by the
Company  at  a  50%  discount to the principal balance remaining and without any
accrued  interest, to Kent Watts in May, 1999.   The Company paid $12,500 to Mr.
Watts.  This  transaction  extinguished  the  debt.

Item  13     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)     EXHIBITS

             The  following  exhibits  are filed with this Annual Report or are
             incorporated  herein  by  reference:

             Exhibit  Number     Description

             21.1     Subsidiaries  of  Registrant

             27       Financial  Data  Schedule

     (b)     REPORTS  ON  FORM  8-K

             None.

                                       26
<PAGE>
SIGNATURES

In  accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
the  Registrant  has  caused  this  report  to  be  signed  on its behalf by the
undersigned,  thereunto  duly  authorized,  on  the  24th  day  of  March  1999.

                           HyperDynamics  Corporation

                           By:  /s/  Kent  Watts
                           --------------------
                           Kent  Watts,  Chairman  of  the  Board,
                           Chief Executive Officer, and Chief Accounting Officer


     Pursuant  to  the  requirements  of  the Exchange Act, this report has been
signed  below  by  the  following  persons  in  the  capacities and on the dates
indicated:

<TABLE>
<CAPTION>
Signature                         Title                    Date

<S>                    <C>                          <C>
/s/ Kent Watts         Chairman of the Board,       Septermber 24, 1999
---------------------  Chief Executive Officer and
Kent Watts             Chief Accounting Officer
/s/ Robert Hill        Director                     September 24, 1999
---------------------
Robert Hill
/s/ Ted W. Tarver      Director                     September 24, 1999
---------------------
Ted W. Tarver
</TABLE>

                                       27
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          Audited Financial Statements
                          Index To Financial Statements


Independent  Auditor's  Report                                               F-2

Balance  Sheets  as  of  June  30,  1999  and  1998                          F-3

Statements of Income for the years ended June 30, 1999 and 1998              F-4

Statements of Changes in Stockholders' Equity for the years
ended June 30, 1999 and  1998                                                F-5

Statements of Cash Flows for the years ended June 30, 1999 and 1998          F-6

Notes  to  Financial  Statements                                             F-7

                                      F-1
<PAGE>
                          Independent Auditor's Report


                                JOHN B. EVANS II
                           CERTIFIED PUBLIC ACCOUNTANT
                            Three Riverway, Suite 120
                            Houston, Texas 77056-1909
                              Voice (713) 623-2898
                                Fax (713)960-8128
September  24,  1999

To  the  Board  of  Directors
HyperDynamics  Corporation
Houston,  Texas

I  have  audited  the  accompanying consolidated balance sheets of HyperDynamics
Corporation  (a  Delaware  corporation) and subsidiaries as of June 30, 1999 and
June  30, 1998, and the related consolidated statements of income, stockholders'
equity,  and cash flows for the years then ended. These financial statements are
the  responsibility of the Company's management. My responsibility is to express
an  opinion  on  these  financial  statements  based  on  my  audits.

I  conducted my audits in accordance with generally accepted auditing standards.
Those  standards  require that I plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  from  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
I  believe  that  my  audits  provide  a  reasonable  basis  for  our  opinion.

In  my  opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position of HyperDynamics
Corporation  as  of  June  30,  1999  and  June 30, 1998, and the results of its
operations  and  its  cash  flows  for  the years then ended, in conformity with
generally  accepted  accounting   principles.


/s/ JOHN  B.  EVANS,  II

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                                    HYPERDYNAMICS CORPORATION
                                   CONSOLIDATED BALANCE SHEETS
                                  As of June 30, 1999 and 1998


ASSETS

Current Assets                                                            1999          1998
<S>                                                                   <C>           <C>
  Cash                                                                $    67,483   $     4,908
  Certificate of deposit (restricted)                                                    94,000
  Accounts receivable - trade                                              86,386       149,249
                        other                                               5,001        30,013
  Inventory                                                                96,960        65,508
  Revenue interest - current portion                                       35,970        35,970
  Pre-paid Expenses                                                                      40,000
  Other
                                                                      ------------  ------------
     TOTAL CURRENT ASSETS                                                 291,800       419,648

  Property and Equipment                                                  108,435        83,153
  Other Assets
     Revenue Interest net of current portion                               58,658       104,458
     Intangible assets - net                                               59,592        51,000
     Other Assets - deposits                                                5,048         4,348
                                                                      ------------  ------------
     TOTAL OTHER ASSETS                                                   123,298       159,806

     TOTAL ASSETS                                                     $   523,533   $   662,607
                                                                      ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                                    $   171,037   $   271,212
  Accrued expenses                                                         11,200           525
  Accrued taxes                                                             4,699        12,353
TOTAL CURRENT LIABILITIES                                                 186,936       284,090
                                                                      ------------  ------------
TOTAL LIABILITIES                                                         186,936       284,090
                                                                      ------------  ------------
Stockholders' Equity
  Common stock, par value $0.001; 50,000,000 shares                        12,409        12,208
  authorized; 12,409,503 and 12,208,321shares issued and outstanding.
  Additional paid-in capital                                            1,709,925     1,567,500
  Retained (deficit)                                                   (1,385,737)   (1,201,191)
                                                                      ------------  ------------
     TOTAL STOCKHOLDERS' EQUITY                                           336,597       378,517
                                                                      ------------  ------------
     TOTAL LIABILITIES AND
     STOCKHOLDERS EQUITY                                              $   523,533   $   662,607
                                                                      ============  ============
</TABLE>

                        See  accompanying  notes.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                   For the Years Ended June 30, 1999 and 1998


                                         1999         1998
<S>                                  <C>           <C>
Revenues                             $ 1,498,124   $  820,535
Cost of Revenues                         870,151      702,164
                                     ------------  -----------
     GROSS MARGIN                        627,973      118,371

Operating Expenses
  Selling                                 49,298       39,988
  General and Administrative             725,080      653,013
  Depreciation and Amortization           25,761       14,293
                                     ------------  -----------
     TOTAL OPERATING EXPENSES            800,139      707,294

     OPERATING LOSS                     (172,166)    (588,923)

Other Income (Expense)
  Other income / expenses                 (1,166)       3,750
  Gain on sale of securities                           29,980
  Loss on disposal of asset               (7,972)
  Interest income                          1,461          297
  Interest expense                        (4,703)      (3,428)
                                     ------------  -----------
     TOTAL OTHER INCOME (EXPENSE)        (12,380)      30,599
                                     ------------  -----------


     LOSS FROM CONTINUING OPERATIONS    (184,546)    (558,324)
                                     ------------  -----------
     NET LOSS                        $  (184,546)  $ (558,324)
                                     ============  ===========
Loss per Common Share
  Continuing operations                    (0.02)       (0.07)
  Discontinued operations                   N/A           N/A

     NET LOSS PER COMMON SHARE       $     (0.02)  $    (0.07)

Weighted average share outstanding    12,264,945    8,362,335
</TABLE>

                             See accompanying notes.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                          HYPERDYNAMICS CORPORATION
                          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  For The Years Ended June 30, 1999 and 1998

                                         COMMON STOCK
                                         SHARES    AMOUNT   PAID IN CAPITAL   RETAINED (DEFICIT)     TOTALS
<S>                                    <C>         <C>      <C>               <C>                  <C>
BALANCES - JUNE 30, 1997                5,596,989  $ 5,597  $        696,111  $         (642,867)  $  58,841
  Common stock issued for cash          6,411,332    6,411           769,589                         776,000
  Common stock issued to purchase         100,000      100            50,900                          51,000
  certain assets of Wireless cable
  connection
  Common stock issued to purchase         100,000      100            50,900                          51,000
  interest in customer list of Perfect
  Solutions, Inc.
  Net (loss)                                                                            (558,324)   (558,324)
                                       ----------  -------  ----------------  -------------------  ----------
BALANCES - JUNE 30,1998                12,208,321  $12,208  $      1,567,500  $       (1,201,191)  $ 378,517
  Common stock issued for cash            201,182      201           142,424                         142,625
  Net (loss)                                                                            (184,546)   (184,546)
                                       ----------  -------  ----------------  -------------------  ----------
BALANCES - JUNE 30, 1999               12,409,503  $12,409  $      1,709,924  $       (1,385,737)  $ 336,597
                                       ==========  =======  ================  ===================  ==========
</TABLE>

                             See accompanying notes.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                       HYPERDYNAMICS CORPORATION
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For The Years Ended June 30, 1999 and 1998


                                                                                    1999        1998
Cash flows from operating activities
<S>                                                                              <C>         <C>
  Net (loss)                                                                     $(184,546)  $(558,324)
Adjustments to reconcile net income to cash provided from operating activities
  Depreciation and amortization                                                     25,761      14,293
  Loss on disposal of assets                                                         7,972
  Gain on sale of securities                                                                   (29,980)
Changes in:
    Certificates of deposit                                                         94,000     (24,000)
    Accounts receivable - Trade                                                     62,863    (105,349)
                                   Other                                            25,012     (29,275)
    Inventory                                                                      (31,452)    (38,771)
    Prepaid expenses                                                                40,000     (23,759)
    Revenue sharing                                                                 45,800      36,572
    Deposits and other                                                                (700)     (1,000)
Net increase (decrease) accruals / payables
    Accounts payable - trade                                                      (100,175)     79,550
    Accrued expenses                                                                10,675     (30,437)
    Accrued taxes                                                                   (7,653)     12,353
    Other                                                                                1           1
                                                                                 ----------  ----------
          NET CASH PROVIDED (USED) FROM OPERATING ACTIVITIES                       (12,442)   (698,126)
Cash flows from investing activities
  Purchases of property, equipment, and intangibles                                (67,608)    (25,514)
  Proceeds on sale of securities                                                                29,980
                                                                                 ----------  ----------
          NET CASH USED BY INVESTING ACTIVITIES                                    (67,608)      4,466
Cash flows from financing activities
  Net increase (decrease) in bank line of credit                                               (70,000)
  Short-term convertible notes                                                                 (37,500)
  Reduction in notes payable
  Sales of common stock                                                            142,625     776,000
                                                                                 ----------  ----------
          NET CASH PROVIDED (USED) FROM FINANCING                                  142,625     668,500
          ACTIVITIES
Net increase (decrease)in cash                                                      62,575     (25,160)
          CASH AT BEGINNING OF PERIOD                                                4,908      30,068
                                                                                 ----------  ----------
          CASH AT END OF PERIOD                                                     67,483   $   4,908
                                                                                 ==========  ==========
Supplemental Information
  Interest paid                                                                      4,703       3,428
</TABLE>

                             See accompanying notes.

                                      F-6
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES

Business.  Hyperdynamics  Corporation  (the  "Company"), was a Texas corporation
--------
formed  in  March  1996  to  acquire  and  operate  information  systems service
companies.  In August, 1996, the Company completed a "reverse merger" with Ram-Z
Enterprises,  Inc.,  a Delaware corporation and a publicly-traded shell, whereby
the  Company's  shareholders  acquired the Delaware corporation shell, which was
renamed  Hyperdynamics  Corporation, in exchange for stock.  A business acquired
in  May  1996  was  MicroData  Corporation  ("MicroData").

During  the  past  year,  the  Company  began  operations through a wholly-owned
subsidiary,  Wired  and  Wireless  Corporation  ("Wireless").  MicroData  is  a
complete  information systems service company including its legacy as a computer
hardware  reseller.  Wireless plans, designs and implements wireless information
systems.  The  fiscal  year-end  is  June  30.

Basis  of  Presentation.  The  consolidated  financial  statements  include  the
-----------------------
accounts  of  MicroData  and  Wireless.  Significant  inter-company accounts and
transactions  have  been  eliminated.

Use  of  Estimates.  Preparing  financial statements requires management to make
------------------
estimates  and  assumptions  that  affect  the  reported  amounts  of  assets,
liabilities,  revenues,  and  expenses.  Actual  results could differ from those
estimates.

Cash  includes demand deposit bank accounts.  Company policy includes any highly
----
liquid  investments  with  original  maturities  of  three  months  or  less.

Restricted  cash is cash on deposit at a bank to back an international letter of
----------------
credit  for  ongoing  foreign  purchases  of  computer  components.

Receivables  are  written  down, where appropriate, to the estimated collectible
-----------
amount  in  the  opinion  of  management.

Inventory  is stated at the lower of cost or market using the first-in first-out
---------
basis  (FIFO).

Inventory  at  June  30,  by  major  classification,  were  as  follows:

<TABLE>
<CAPTION>
                              - - Year Ended - -
                                1999     1998
                               -------  -------
<S>                            <C>      <C>
Hardware and Software          $51,960  $39,508
Electronic Wireless Equipment   45,000   26,000
                               -------  -------
                               $96,960  $65,508
                               =======  =======
</TABLE>

                                      F-7
<PAGE>
NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Leasehold  Improvements, Machinery and Equipment, and Depreciation is calculated
------------------------------------------------------------------
using  the straight-line method over the useful lives of property and equipment.
Depreciation expense for was $19,890 for 1999 and $14,293 for 1998. A summary of
property  and  equipment  is  as  follows:

<TABLE>
<CAPTION>
                                             - - Year Ended - -
                                                1999       1998
                                             ----------  --------
<S>                              <C>         <C>         <C>
Computer equipment                 3 years   $ 193,313   $149,689
Other                              5 years      20,303     18,755
                                             ----------  --------
       Total cost                              213,616    168,444
Less:  accumulated depreciation               (105,181)   (85,291)
                                             ----------  ---------
       Net carrying value                    $ 108,435   $ 83,153
                                             ==========  =========
</TABLE>

Intangible Property and Amortizationis calculated using the straight-line method
------------------------------------
over 10 years. Amortization expense for 1999 was $5,871. A Summary of Intangible
Property  is  as  follows:

<TABLE>
<CAPTION>
                                            - - Year Ended - -
                                             1999       1998
                                          ----------  --------
<S>                                      <C>          <C>
Intangible Property - Perfect Solutions  $   51,000   $51,000
Web-site Development and Other               14,463         0
                                         -----------  -------
     Total cost                              65,463    51,000

Less: accumulated amortization               (5,871)        0
                                         -----------  -------
     Net carrying value                      59,592    51,000
                                         ===========  =======
</TABLE>

Earnings  (Loss)  Per  Share  calculations  are  presented  in  accordance  with
----------------------------
Financial Accounting Standards Statement 128, and are calculated on the basis of
the  weighted average number of common shares outstanding during the year.  They
include  the  dilutive  effect  of  common  stock equivalents, principally stock
options,  in  years  with  net  income.

                                      F-8
<PAGE>
NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Income  taxes  are  not  due  since  the Company has had losses since inception.
-------------
The  Company  has  filed its annual tax returns for 1998 and 1997 and reported a
net  operating  losses  (NOLs)  of  :

                           - - Year Ended - -
                       1998                1997
                      -------           ---------
                      556,089            662,607

This  is a total potential NOL currently reported on the Company's last two 1120
federal  tax  returns of $1,218,696. These potential NOL carry forwards with the
addition  of  the  1999 loss of  about $184,546 may be utilized to reduce future
taxable  income.  These  amounts  expire  at  various dates  beginning  in  year
2012.  The  Company  is  currently in the process of preparing  its current 1120
tax  return  for  fiscal  year end June 30, 1999.

Reclassifications  of  certain  prior year amounts were made to conform with the
-----------------
current  year  presentation.


NOTE  2  -  GOING CONCERN REMOVED IN 1999

In 1998 the following footnote was presented with Auditor's appropriate
Qualification:

Since inception, the Company has incurred substantial recurring operating losses
resulting  in  cash  flow  problems.

The Company has in the past relied almost entirely upon cash proceeds from stock
sales  for working capital requirements.  There can be no assurance that present
or  future conditions will be conducive to funding current working capital needs
from  proceeds  from  stock sales.  Absent stock sales, the Company is uncertain
how  it is going to fund working capital requirements.  The financial statements
do  not include any adjustments that might be necessary if the Company is unable
to  continue  as  a  going  concern.

In  1999  the  "Going Concern Qualification"  has  been  removed  based  on  the
following:

1.  The  Company's  loss  for 1999 was from the first two quarters of the fiscal
    year  and  was  considerably  less  than  prior  years.
2.  The  Company  generated  positive  results  of  operations  in  the last two
    quarters  of  1999.
3.  The  Company  was  able  to  generate $142,625 of new capital from Financing
    Activities  according  to  the Statement of Cash Flows. This is only $41,921
    short of the entire loss for the year. It appears that the Company maintains
    the  ability  to  obtain  more  capital  through its "Financing Activities".
4.  The Company has no debt.
5.  The  sales  of  the  Company  increased  substantially  for  the  year  and
    management's  forecast  for sales in fiscal year 2000 continues to grow. The
    Company has a Contract with The Mattress Ventures, LP which will generate at
    least  another  $700,000  in  sales  in  fiscal  year  2000.

On October 8, 1999 management reported an improved current Ratio (Current Assets
/ Current Liabilities)  as  of September 30, 1999 of 2.12 compared to 1.56 as of
June 30, 1999.  The Quick Ratio (Current Assets - Inventory + Prepaid Expenses /
Current  Liabilities)  was  reported to improve To 1.20 as of September 30, 1999
compared  to  .66  as  of  June  30,  1999.

In  summary,  the Company's sales forecast, potential gross profits, and ability
to  raise  additional  capital  are  substantially enhanced over the prior year.


NOTE  3  -  REVENUE  SHARING  INTEREST

In  May  1997,  the  Company  purchased  a  revenue  interest  in the Sierra-Net
subsidiary  of  Internet  Finance & Equipment, Inc. by issuing 177,000 shares of
stock.  Sierra-Net  is  an  internet  service  provider  in Nevada.  The Company
valued this transaction at $177,000.  Collections have been averaging $3,000 per
month since.  The interest is 4% of gross revenue and 19% of gross sale proceeds
if  any  significant  assets  or  stock  of  Sierra-Net  are  sold.

                                      F-9
<PAGE>
NOTE  3  -  REVENUE  SHARING  INTEREST  (continued)

The  current  portion  of this interest represents management's estimate of cash
receipts  over  the  next  12  months.


NOTE  4  -  MERGERS  AND  DIVESTITURE

In  October  1997,  the  Company  formed  a  new  subsidiary, Wired and Wireless
Corporation,  to  plan,  design and implement wireless information systems.  The
Company  purchased the equipment and inventory and hired the sole stockholder of
Wireless  Cable  Connection, Inc. in exchange for 100,000 shares of stock to the
stockholder.

In  June  1998, the Company purchased the customer list and hired the sole owner
of Perfect Solutions in exchange for 100,000 shares of stock to the stockholder.

The  equipment,  inventory,  and customer lists were valued at their fair market
values  which  approximated  the  fair market value of the stock at those times.
All  of  the  assets  were  capitalized  and  valued  at  $102,000.

In  October  1997, purchased the customer list and accounts receivable and hired
the  sole  stockholder  of  Barris  Communications,  Inc.  for $40,000 cash. The
payment  was  charged  to  operations.

Employment  agreements  were  signed  with  all three key persons involved, with
expiration  dates  ranging  from  June  1998  to  May  1999.

                                      F-10
<PAGE>
NOTE  5  -  STOCK  OPTIONS  AND  WARRANTS

Beginning  with  fiscal 1997, the Company adopted the disclosure requirements of
FASB  Statement  123,  Accounting  for  Stock  Based  Compensation  Plans.  The
Company's  Stock  Option Plan provides for the grant of non-qualified options to
directors,  employees  and  consultants  of  the  Company, and opportunities for
directors,  officers, employees and consultants of the Company to make purchases
of  stock  in  the Company.  In addition, the Company issues stock warrants from
time to time to employees, consultants, stockholders and creditors as additional
financial  incentives.  The  plans and warrants issuance are administered by the
Board  of Directors of the Company, who have substantial discretion to determine
which  persons,  amounts, time, price, exercise terms, and restrictions, if any.
Options  differ  from  warrants  in  that  the  options  awards  are immediately
exercisable  and  are  assignable.  In  contrast,  warrants  have  employment
termination  restrictions,  vesting  periods  and  are  non-transferable.

The Company uses the intrinsic value method of calculating compensation expense,
as  described  and  recommended by APB Opinion 25, and allowed by FASB Statement
123.  During the years ended June 30, 1999 and 1998, no compensation expense was
recognized  for  the  issuance  of these options and warrants, because no option
prices  were  below market prices at the date of grant.  In addition, 78,182 and
577,999  options  were  exercised in 1999 and 1998 respectively.  As of June 30,
1999,  almost  all  outstanding  warrants  are  payments  for  consulting  and
professional  services.  Summary  information  on  each  are  as  follows:

<TABLE>
<CAPTION>
                                       Weighted                 Weighted
                                       average                  average
                            Options    Share Price   Warrants   Share Price
                           ---------  -------------  ---------  ------------
<S>                        <C>        <C>            <C>        <C>
Year ended June 30, 1999:

  Outstanding at
  June 30, 1997             710,660           1.02    605,000           1.25

  Granted                   711,000           1.26     70,850           1.00
  Exercised                (577,999)          (.96)
  Canceled                 (375,000)         (1.25)  (600,000)          1.25
                           ---------  -------------  ---------  ------------
  Outstanding at
  June 30, 1998             468,661   $       1.27     75,850   $       1.02


  Granted                   480,000            .50    350,000           0.50
  Exercised                ( 78,182)           .70
  Canceled                 ---------  -------------  ---------  ------------

  Outstanding at
  June 30, 1999             870,479            .90    425,850           0.59
                           =========  =============  =========  ============
</TABLE>

                                      F-11
<PAGE>
NOTE  5  -  STOCK  OPTIONS  AND  WARRANTS  (Continued)

Additional  disclosures  as  of  June  30,  1999  are:

<TABLE>
<CAPTION>
                                                                Options
<S>                                                        <C>
                                                           $       .50-$1.375
                                                           ------------------
  Total options
    Number of shares                                                  870,479
    Weighted average exercise price                        $             0.90
    Remaining life                                                  2-4 years
  All are currently exercisable options.
</TABLE>

<TABLE>
<CAPTION>
<S>                                        <C>                 <C>      <C>
                                                     Warrants  Warrants  Warrants
                                           $             0.50  $  1.00   $ 1.25
                                           ------------------  -------  -------
  Total warrants
    Number of shares                                  350,000   70,850    5,000
    Weighted average exercise price        $             0.50  $  1.00   $ 1.25
    Remaining life                                  2-3 years   1 year   1 year
  All are currently exercisable warrants.
</TABLE>

Had  compensation  cost  for  the  Company's  stock-based compensation plan been
determined  based  on  the  fair value at the grant dates for awards under those
plans  consistent  with the Black-Scholes option-pricing model suggested by FASB
Statement  123,  the  Company's  net  losses  and loss per share would have been
increased  to  the  pro  forma  amount  indicated  below:

<TABLE>
<CAPTION>
                                         1999          1998
                                     ------------  ------------
<S>                                 <C>           <C>
  Net loss            -As reported   $  (184,546)  $  (558,324)
                      -Pro forma        (640,323)   (1,105,031)
  Net loss per share  -As reported         (0.02)        (0.07)
                      -Pro forma           (0.05)        (0.13)
</TABLE>

Variables  used  in  the  Black-Scholes  option-pricing  model  include (1) 6.0%
risk-free  interest  rate, (2) expected option life is the actual remaining life
of  the  options  as  of  each  year  end, (3) expected volatility is the actual
historical  stock  price fluctuation volatility and (4) zero expected dividends.

                                      F-12
<PAGE>
NOTE  6 - BANK CREDIT FACILITIES, SHAREHOLDER NOTES PAYABLE, AND OTHER FINANCING

In  May  of  FYE  1998 the Company issued a letter of credit from Frost National
Bank to secure a vendor purchase for wireless equipment purchased from Hexawave,
Inc.  The  LOC  was  secured  by  a  $94,000  Certificate of Deposit. The CD was
released  and  the  vendor  was  paid  on  August  24,  1998.

During  1998,  the  company  received  $350,000  from Emerald Bay, LTD (EBLTD)an
offshore investor for a convertible note at 10% that had matured on November 15,
1997.  The  Company  attempted to find additional investors to pay the loan off,
but  was  not able to do so in the time frame required. EBLTD converted its note
plus accrued interest to 5,833,333 shares on January 12, 1998 after a negotiated
reduction  to the conversion rights from 3 cents per share to 6 cents per share.

NOTE  7  -  MAJOR  CUSTOMERS  AND  VENDORS

A summary of significant customers and vendors for the years ended June 30, 1999
and  1998,  together  with their respective size as a percent of total sales and
purchases  for  the  years  then  ended  is  as  follows:

<TABLE>
<CAPTION>
                                               Percent of        Percent of
                                                 Totals   1999     Totals     1998
                                                  ----  --------  --------  --------
<S>                                               <C>   <C>       <C>       <C>
Sales
   Comband, S.A. de C.V. (Mexico)                  31%  $460,890  42%       $345,000
   ADC Telecommunications                          11%  $163,500
   The Mattress Ventures, LP                       22%  $329,276

Purchases
   Hexawave, Inc.                                                 50%        314,000
   ATI                                              7%  $ 59,163
   CCW                                             17%  $147,500
   Great Plains Software                           18%  $159,362
</TABLE>

NOTE  8  -  COMMITMENTS  AND  CONTINGENCIES

The  Company  is  liable  on  an  office  lease  for  $3,065  per  month  on  a
month-to-month  lease.

The  predecessor  shell  company,  RAM-Z  Enterprises,  has an order restricting
certain  exemptions  on sales of securities by it in the State of Utah, based on
actions  of  former  owners  in  the  mid-1980's.

The  Company  has  no  lawsuits  pending  or  threatened  against  it.

                                      F-13
<PAGE>