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, 1998

                                                        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]

Issuer's revenues for the year ended June 30, 1998 were $820,535.  The aggregate
market  value of  Common  Stock  held by  non-affiliates  of the  registrant  at
September 18, 1998,  based upon the last reported  sales prices on the OTCBB was
$2,826,981 . As of September 21, 1998,  there were  12,208,321  Shares of Common
Stock outstanding.

<PAGE>




                                Table of Contents

Part I
<TABLE>
<S>                                                                                                      <C>   

    Item 1      Business                                                                                  3
    Item 2      Properties                                                                               10
    Item 3      Legal Proceedings                                                                        10
    Item 4      Submission of Matters to a Vote of Security Holders                                      11

Part II

    Item 5      Market for Registrant's Common Equity and Related Stockholder Matters                    12
    Item 6      Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                                    13
    Item 7      Financial Statements                                                                     15
    Item 8      Changes in and Disagreements With Accountants in Accounting and
                Financial Disclosure                                                                     15

Part III

    Item 9      Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of The Exchange Act                                        17
    Item 10     Executive Compensation                                                                   19
    Item 11     Security Ownership of Certain Beneficial Owners and Management                           21
    Item 12     Certain Relationships and Related Transactions                                           22
    Item 13     Exhibits and Reports on Form 8-K                                                         23

</TABLE>

<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.

Pursuant to an Agreement and Plan of  Reorganization  (the "Plan") between RAM-Z
Enterprises,  Inc. (the "Company"),  its principal  stockholders (the "Principal
Stockholders"),     HyperDynamics     Corporation,     a    Texas    corporation
("HyperDynamics"), 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"),  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",  and  completed  on  August  26,  1996.  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.  Both  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  preconsolidation  shares  held  by  a  stockholder,  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.

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. Accordingly, on
February  7,  1997,  the  Parties  entered  into a  Divestiture  Agreement  (the
"Divestiture  Agreement")  pursuant  to 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,  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 in the Reorganization  Agreement entered into between
the Company and MDS in July, 1996 (the "MDS  Reorganization  Agreement"),  which
formed the basis for the  original  transaction  between the Company and MDS and
which  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  which  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.




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 know 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.  To this goal Mr.  Briers  enhances  the
primary  mission  focus  of  HyperDynamics  target  market  for  its  integrated
information systems services.

Current Direction of Business Plan

The current focus of the  HyperDynamics  Business plan is to build core revenues
in two areas.

MicroData is focusing on complete  information system services as defined below.
It has  established  standard  services to give its customers the flexibility to
pick and  choose  what  services  they need,  but the main  thrust it to build a
complete  design  including all components of IS so as to provide a turn-key one
stop shop for a company's IS  requirements.  We believe that this  strategy will
become increasingly successful as all the now separate components of information
systems become much more tightly integrated over time.

Wired & Wireless  Corporations'  primary  short-term  mission is to develop core
revenues in the  international  wireless cable TV market.  Its growing  customer
base provides  promise of some  considerable  revenues as the company  starts to
develop its end-to-end wireless solution sales.

The common  ground  that  allows the two  subsidiaries  to  co-exist  within the
HyperDynamics  Business plan is the area of wired versus wireless voice,  video,
and data networking. With respect to the HyperDyanmics mission as an information
systems service company,  the issue will arise on an increasing basis as to what
degree you design a customers IS  environment  using a standard  fiber or copper
infrastructure compared to using wireless technology.  This also illustrates one
of  the  main  criteria  for  future  technology  company  acquisitions:  how  a
particular  candidate company fits with respect to its ability to strengthen the
core capabilities of HyperDynamics as an information system services company.


Mission Statement
         HyperDynamics  Corporation is an information  system  services  company
         that provides  integrated,  wired and wireless voice,  video,  and data
         technology  that  maximizes our customers'  return on their  technology
         investment


Vision Statement
         HyperDynamics Corporation is in business to provide completely planned,
         designed,   implemented   and  maintained  IS   (Information   Systems)
         environments  for  business.   With  this  directive  the  Company  has
         developed  and will  develop on a  continuing  basis it's own  "HYPERD"
         integrated  IS  environment  to ultimately  become the  Company's  core
         product.

         Most of the standards  for the critical  components of this "HYPERD" IS
         environment have been adopted.  These  standards,  bundling of products
         and  services,  and economies of scale are expected to provide the best
         cost/benefit   to  a  broad  base   majority  of  companies  for  their
         Information System needs.


HyperDynamics Corporations definition of "Information Systems"
         The  functions  of  planning,  designing,   implementing  and  managing
Information Systems - defined as:

         Telecommunications, including wide-area voice, video and data
         networking;

         Local-area voice, video and data networking;

         Server and workstation computer systems and operating systems; and

         Integrated client-server-based software applications;

         Collectively  providing  effective  management  and  distribution  of a
         company's transactional and decision support data.


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.


The Information System Services Industry (i.e. Information Technology)
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 could be a serious shortage of IT talent. This presents
a  serious  growth   opportunity  for  HyperDynamics   Corporation  due  to  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 IS service revenues.

The "HYPERD"  integrated  information  system that the company is  continuing to
develop will wind up being the ultimate core product. This developing product 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 IS infrastructure.  With a lack of standards, companies
create a complex maze of what we call "spaghetti  warehouse" system designs. The
larger and more diverse the organization, generally the more diverse 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 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 and ongoing management will greatly reduce.
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
you are fighting to stay in business. HyperDynamics is continuing to develop its
complete  standards  based IS design.  The "HYPERD" system that the Company also
uses  in-house  may be  completed  in the second  quarter of FYE June 30,  1999.
However,  due to the advancing  nature of technology,  this "HYPERD" design will
constantly be updated.  The marketing approach of this outsourcing  concept will
be defined by the end of the second  quarter of FYE 1999.  This  "HYPD"  product
will provide a complete  design from the integrated  voice/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 product  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.

As defined above by HyperDynamics Corporation, "information system" includes all
factors  associated  with  the  design  implementation,  and  maintenance  of  a
organizations Intranet and Internet related communications. Technologies such as
ATM  (Asynchronous  Transfer Mode) allow  simultaneous  communication  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.   Additionally,   wireless
communication  technologies and market potentials are being evaluated  seriously
in the areas of wireless  microwave based television and  simultaneous  Internet
data transmission.  The recent technology leaps in these areas are being closely
monitored.

To be a viable IS services  company it will be imperative to obtain and maintain
expertise in these significant  technical areas of Information  Systems.  With a
trend in the  industry  for  talented  integration  companies  to be acquired by
larger  companies,  the  Company is sitting in the right  place and at the right
time to obtain the required talents.

HyperDynamics  Corporation  has a plan for steady  growth  through  hand  picked
timely acquisitions of Technology based companies that maintain expertise in the
various defined areas of Information Systems Technology.


Subsidiary - MicroData Systems, Inc. (MDS)
The primary focus in fiscal year end 1998 was on the  implementation  of Wired &
Wireless Corporation. However, MDS was able to achieve some significant positive
accomplishments even with its limited resources.

As discussed in last year's report,  the company discussed the implementation of
its new point of presence (POP) on the Internet. "HYD.NET" was implemented using
the  infrastructure  already  in  place  with  MDS.  This POP has  provided  the
beginnings  of a powerful  presence on the Internet for high speed  access,  web
hosting,  and  e-commerce  based services that MDS is providing on an increasing
scale for its information system (IS) service based customers.

Additionally,  although MDS has successfully  shifted its position in the market
to be increasingly more IS service oriented,  it maintains the skills to provide
custom hardware  solutions.  One such example is its  certification  as an Intel
Systems Integrator. MDS's current strategy is to provide quality hardware to the
customer  with an emphasis on the IS services.  Although the company can provide
numerous name brand hardware systems to its customers,  MDS can also provide the
best  cost/benefit   solution  for  integrated  hardware  by  using  Intel  Only
components,  including the processors,  main system boards, network adapters and
other peripheral  components.  Its technical  facility is suited for substantial
testing  and  configuration  which  allows it to deliver  completely  integrated
networked  systems which have already been configured and tested far beyond what
is available from name brand manufacturers. This core ability over and above its
professional network and system  administration  capabilities truly gives it the
ability to be a turnkey  outsource  vendor for complete IS  services.  MicroData
will be used by its  customers,  on an increasing  basis,  as their  complete IS
department.

With the addition of Harry Briers and the recent certification from Great Plains
Software as a client/server plus certified partner, MicroData has solidified its
core  competency  for  marketing  and  selling  one of the top  enterprise  wide
accounting  platforms  available in the world.  By  exclusively  using the Great
Plains CS+ SQL software  in-house,  the infrastructure is complete with yet some
additional  nominal  investment for the company to implement  e-commerce for its
higher  volume and lower margin  products.  The heavy  emphasis by Mr. Briers on
marketing  enterprise wide applications will help to yield  increasingly  larger
and more lucrative IS service contracts.


Strategic Adjustments to Business
As  discussed  above  the  underlying  strategy  for  MDS  is to  become  the IS
department  for small to medium sized  businesses.  With  increasing  ability to
provide complete intranet design, implementation,  and maintenance, coupled with
an integrated high speed Internet strategy for access,  hosting,  and e-commerce
development MDS is expected to create an  overwhelming  demand for its services.
With the  increasing  success  with some of its core IS  service  accounts,  the
company has a growing need to invest  extensively  in developing  its e-commerce
capability  in FYE 1999.  Part of its  acquisition  strategy  will be focused on
company's  that have the  technical  talent  and core  customer  base to help it
fulfill this part of its mission.

As  discussed  in last  years  annual  report,  HYPD  consolidated  its  payroll
processing  at the  corporate  level.  It has also  initiated a cost  allocation
mechanism so that the separate corporate entities,  MicroData,  Wired & Wireless
Corporation and HyperDynamics Corporation,  the parent company, can each operate
independently  while  maintaining  the  efficiency of having to process only one
payroll for the organization.

By  consolidating  payroll the Company is able to minimize costs of benefits for
employees  as well as cost of  administrative  overhead  as we continue to grow.
This  move  to  consolidate  payroll  has  lead  the  step  to  standardize  the
organization  on the Great  Plains  integrated  client/server  based  accounting
platform.  Coupled  with a smartly  designed  wide area  network,  the  complete
organization will be intra-networked regardless of geographic location with high
speed secured access to the Internet via HYD.NET. This use what you sell concept
will allow the  Company to  acquire  and  assimilate  acquisitions  swiftly  and
efficiently.

In order to provide for much tighter  voice and data  integration  ability,  the
company is looking at a tactical  acquisition of a small but talented voice/data
company.  Regardless of the outcome of the  acquisition,  the company expects to
implement this technology  in-house which will be a further  testimony to its IS
service  customers  and  will be a core  component  to its  "HYPERD"  integrated
information  system.  This new  integrated  phone and  voice/data  system is not
expected to cost any additional  investment  since it expects to be able to sell
its current phone system for roughly the same cost.




<PAGE>



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.


    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 $2,573 per month. In the center of the space the
Company has developed it's  communications and computer room which serves as the
network  server  center,  wide area network hub  including its Internet 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.  It is
anticipated  also that Wired & Wireless  will have some  warehouse  requirements
that will need to be addressed.




    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.




<PAGE>



    Item 4     Submission of Matters to a Vote of Security Holders
During  the fourth  quarter of 1998,  the  company  held its annual  shareholder
meeting as disclosed in the proxy statement filed with the SEC on June 19, 1998.
The shareholder  meeting was held on June 25, 1998 for shareholders of record at
May 1,  1998.  There was  11,494,322  shares  outstanding  at May 1,  1998.  All
nominated  directors were  unanimously  elected,  a preferred class of stock was
authorized  by the  shareholders  for the  directors to use as they see fit with
regard to capitalization. Hein + Associates LLP were ratified as the auditor for
the fiscal year end June 30, 1998.  Subsequent to this meeting Hein + Associates
were not engaged and based on authority  given by the  shareholders to the board
of  directors,  the  directors  changed the auditor to John B. Evans,  CPA. This
change was primarily due to the improved cost  effectiveness  and  timeliness of
the audit.

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                 7,600,333                          0                                  0

Robert J. Hill             7,600,333                          0                                  0

Ted W. Tarver              7,600,333                          0                                  0


                                           Preferred Stock Authorization

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

                           7,581,333                          0                                  19,000

                                           Ratify Hein + Associates LLP
                        # of shares FOR              # of shares AGAINST                # of shares ABSTAIN

                           7,600,333                          0                                  0

                                          Other Business - None Discussed

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

                           7,600,333                          0                                  0



<PAGE>


                                                      Part II
</TABLE>


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.
<TABLE>
<CAPTION>

                           High Bid             Low Bid

1997
<S>                       <C>                   <C>

    First Quarter         3.2500               2.8750
    Second Quarter        2.8125               1.0000
    Third Quarter         3.5000              2.7500
    Fourth Quarter        3.6250               2.2500


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

</TABLE>

On September 1, 1998, the last bid for the Common Stock as reported by the OTCBB
was  $0.6250 per share.  On  September  1, 1998,  there were  approximately  140
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.

On January 12, 1998 the Company sold 5,833,333 shares of restricted common stock
to Emerald Bay Interests,  LTD. There were no underwriters.  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").  Under the terms of the
Financing,  Registrant  could  borrow up to $500,000 as extended by the Board of
Directors on October 20, 1997.  Borrowed amounts were to bear interest at a rate
of 10% per  annum and  would be due and  payable  between  August  31,  1997 and
November  15,  1997.  In the event that any  borrowed  amounts  were not paid by
November 15, 1997 as amended, EBI would be entitled,  after a five-day notice to
Registrant,   to  convert  the  unpaid  portion  of  the  borrowed  amount  into
Registrant's common stock. Upon conversion, EBI would be entitled to receive one
share of Registrant's common stock for every $.03 of the unpaid balance.

The Registrant  borrowed $350,000  pursuant to the Financing.  As Registrant was
unable to repay these amounts on or before November 15, 1997 as amended, EBI was
entitled  to receive  approximately  11,666,667  shares of  Registrant's  common
stock.  Since  November  15,  1997,  the  Registrant  has  negotiated  a  lesser
conversion  of $.06  per  share.  This is half  of the  originally  agreed  upon
conversion  terms.  On January 12,  1998,  the  Registrant  entered  into a Debt
Conversion  Agreement  whereby  100% of the  outstanding  debt of $350,000  plus
accrued  interest  would be converted to 5,833,333  shares of restricted  common
stock. Under these circumstances, EBI effectively acquired control of Registrant
at the time.


The  company  relied  on  section  4 (2) of the  securities  act of  1933  for a
exemption of registration for this transaction.  Emerald Bay Interests,  LTD was
an accredited investor and knowledgeable about the Company's operation.  EBI new
of  the  risks   associated  with  accepting  shares  of  the  Company  in  this
transaction.




<PAGE>



    Item 6  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations  The following  discussion  should be read in  conjunction
with the financial  statements and notes thereto for the fiscal years ended June
30, 1997 and 1998.


General
The  company's  original  plans to acquire and merge  several  technology  based
companies early in it's first year of operations were delayed when the financial
condition and results of  operations  were  determined  for the first quarter of
1997.  Additionally,  significant  time,  money,  and energy was expended on the
divestiture of Houston Creative  Connections  (HCC) in 1997. The divestiture was
necessary to get the Company  positioned  for it's  original  goals of effecting
viable acquisitions that meet the technology-related goals of the business plan.
A  limited   strategy  to  implement  its  new  subsidiary  Wired  and  Wireless
Corporation  was  accomplished  while $350,000 of bridge  financing was obtained
from a loan from Emerald Bay Interest, LTD.

With its focus  heavily on Wired &  Wireless  in FYE 1998 the  Company  has been
aggressively  pursuing some promising core revenues from a significant  customer
in Mexico,  Central & South America.  Unforeseen  delays,  in the culmination of
these core  sales,  have 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.

The primary reason for the delay to effect additional  acquisitions thus far has
been the inability to obtain more than a fraction of the originally  planned for
capital.


Results of Operations
Revenues  decreased  to $820,535  for the twelve (12) months end June 30,  1998,
from  $1,520,928 for the same period in FYE 1997. The 46% decrease was primarily
due to the major  emphasis  and focus on the Wired & Wireless  sales  which have
taken longer to develop than first  expected.  This focus of marketing and sales
effort away from the MicroData  subsidiary coupled with the heavy administrative
burden  placed on Kent Watts,  President,  CEO, and CFO has caused a significant
decline in MicroData's revenues in FYE 1998 as well. Mr. Kent Watts was not able
to work as much on sales and marketing as he has in the past.

Cost of Goods Sold decreased, correspondingly to the sales decrease, to $702,164
in the period, from $1,323,696 for the same period for FYE 1997.

Selling, General and Administrative expenses increased to $693,001 in the twelve
(12) month  period,  as  compared  to  $675,458  for the same period in 1997.The
increase was primarily due to increased  fixed  overhead to implement and manage
the Wired & Wireless subsidiary.



Net Loss.  The net loss of the Company was $(558,324) for the twelve (12) months
ended June 30, 1998,  or ($0.07) per share.  As stated  above,  this loss can be
primarily  attributed to the increase in fixed overhead expenses associated with
the  implementation  of the  Wired &  Wireless  subsidiary,  the  delays  in the
expected Wireless  revenues,  and the continued  transition to becoming a public
company.

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.

On June 23,  1998 the  Company  acquired  certain  assets  from  Wireless  Cable
connection,  including inventory,  fixed asset equipment,  and goodwill totaling
$51,000 and an interest in contingent receivables from the federal communication
commission  (FCC)  for  wireless  frequency's  to be  granted.  This  contingent
receivable is estimated to be worth as much as $140,000 of which $5,000 has been
collected to date. Also on June 15, 1998 the Company purchased all the rights to
the customer  list of Perfect  Solutions,  a small  proprietorship  owned by Mr.
Harry Briers who also has joined MDS as the Director of Integrated  System Sales
and Service.


Liquidity and Capital Resources
The Company  continues to have difficult cash flow and related  working  capital
problems.  With a growth in sales  volume of Wired &  Wireless  Corporation  and
MicroData Systems, Inc. continuing in the first quarter of FYE 1999, the Company
is working hard to raise its  necessary  working  capital to allow it to fulfill
the orders that it has worked so hard to develop.

A bridge loan was negotiated on July 15, 1997 with Emerald Bay  Interests,  LTD.
The total balance of the funding concluded at $350,000.  The complete balance of
the loan plus accrued  interest was converted  into  5,833,333  shares of common
stock of the Company on January 12, 1998.

The Company is in the process of raising  additional working capital to fund its
current  growth in sales  volume so as to give it the  ability to gain its sales
and  marketing  momentum.   Additional  strategies  to  raise  capital  will  be
implemented  as  the  Company  moves  towards  its  more   strategically   based
acquisitions.


Prospective Information
In addition to an intense acquisition  strategy that the Company intensely works
for, it is committed to  developing  operations  from the core base  provided by
MicroData  Systems,  Inc. and Wired & Wireless  Corporation.  With a change to a
basic  profit  center  strategy,  MDS has  been  off-loaded  from  overhead  and
administrative  burden and is currently  ramping up operations to  significantly
increase sales from fiscal year end 1998.  These increased sales are expected to
start to show up in the first quarter of fiscal year 1999.  Sales already booked
through September 15, 1998 were $389,500 with $627,000 of orders received.



MicroData  will  continue  to  concentrate  on the  increased  IS  services on a
recurring  basis.  This strategy  will help the Company to yield higher  average
profit  margins,  pick  up more  volume,  and  allow  it to  provide  completely
integrated product offerings on a recurring basis.

In addition to continuing to develop the corporate IS infrastructure,  HYPD will
focus on its  capital  fund  raising  and  acquisition  strategy  for FYE  1999.
Ultimately, a separate marketing and sales strategy will emerge at the corporate
level for complete outsource IS services.

               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.



    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.


<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>                             <C>  

                  Kent Watts                 Director, Chief Executive Officer,             39
                                             and Chief Accounting Officer

                  Robert J. Hill             Director, Vice President                       42

                  Ted W. Tarver              Director, President for                        43
                                             Wired & Wireless Corporation

                  Lewis Ball                 Secretary                                      67
</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 40, 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 42, 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.

Ted W. Tarver,  age 43, 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.


Certain Securities Filings
The Company  believes that filings  required under Section 16(a) of the Exchange
Act have been made in a timely  manner  except for Emerald Bay  Interests  which
failed to file a form 3.




<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,  1996,  1997 and 1998 of the chief
executive  officer of the Company.  No executive officer of the Company received
compensation that exceeded $100,000 during 1998.

                           Summary Compensation Table
<TABLE>
<CAPTION>

                                            Annual Compensation                  Long Term Compensation
                                                       
Name and Principal                                                               Awards                       Payouts
  Position                     Year   Salary         Bonus    Other      Restricted     Securities                All
                                                                        Stock Awards    Underlying       LTIP     Other
                                                                              $        Options SARs    Payouts    compensation
                                                                                                          $           $
<S>                           <C>     <C>            <C>         <C>            <C>          <C>          <C>      <C>     
                                                                                             #
Kent Watts                    1998     $84,000      $-0-        $-0-           $-0-            -0-        $-0-       $-0-
     Chief Executive
     Officer                  1997      60,000       -0-                        -0-            -0-         -0-        -0-
     Chief Financial                                             -0-
     Officer                  1996        NA         NA         NA               NA             NA          NA         NA
                                                                  
</TABLE>



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 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 1, 1998,
options to  purchase  1,037,060  shares  have been  granted  under this plan and
577,999 of these  have been  exercised.  This  leaves  582,940  shares yet to be
either granted or allocated to option agreements.





<PAGE>


The  purpose of the  executive  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.


    Item 11    Security Ownership of Certain Beneficial Owners and Management
The following  table sets forth certain  information at September 21, 1998, 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 Beneficial Owner             Shares Beneficially Owned
----------------------------------------
<S>                                               <C>                         <C>
                                                      Number               Percent
   Kent Watts                                      1,180,000                  9.67
   2656 South Loop West, Suite 103
   Houston, Texas 77054
   Robert J. Hill                                130,000 (1)                  1.05
   2656 South Loop West, Suite 103
   Houston, Texas 77054
   Ted W. Tarver                                 200,000 (2)                  1.63
   2656 South Loop West, Suite
   103
   Houston, Texas 77054
   Emerald Bay Interests LTD                   5,833,333 (4)                 47.78
   All directors and executive                     1,510,000                 12.14
   officers as a group (3 persons)
   Other Group which may be affiliated         1,540,000 (3)                 27.00
</TABLE>


                      (1)  This  amount  includes  3-year  options  to  purchase
                           130,000 shares of the common stock of the company for
                           a strike  price of $1.25 per share  which was granted
                           on July 23, 1997.

                      (2)  This amount  includes  100,000  shares of  restricted
                           common   stock  and  100,000   3-year   warrants  for
                           restricted  common  stock with a strike price of $.51
                           for each share.




<PAGE>



                      (3)  On  August  15,  1996  the  Company  went  through  a
                           reorganization  which  resulted  in the  issuance  of
                           1,540,000  shares  of  common  stock to  shareholders
                           which represents 27% of total  outstanding  shares at
                           September 1, 1998, 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>
<CAPTION>

                                                    Name                                # of Shares
<S>                                                  <C>                                 <C>
     
                                                    Peterson                                 25,000
                                                    Thompson                                102,150
                                                    Klausmeyer                              237,250
                                                    Strawn                                  339,300
                                                    Cicero Cinzano                           50,000
                                                    Fairweather Sec                          51,300
                                                    Glory Place                              10,000
                                                    HuggerMugger                            102,200
                                                    McKenna                                  26,400
                                                    Segal/Alex Trust                         45,000
                                                    FYJIGIM                                  45,000
                                                    Michelsen/cf Chelsey                      5,750
                                                    Michelsen/cf Allyse                       5,750
                                                    Nationsbank/Thompson family trust        45,000
                                                    Flicker                                  70,000
                                                    Q-Marq                                  115,000
                                                    Eurotrade                               160,000
                                                    Tobem                                   100,000
                                                    Silvey                                   10,000
                                                    Serafino                                 20,000
                                                                                             ------
                                                    Total                                 1,540,000

</TABLE>

                      (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 as
                           reflected above.




<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.

During  the  fourth  quarter  of 1997 it was  determined  that the  Company  had
difficult  cash problems to overcome.  The Company has obtained  financing  from
Emerald Bay Interests,  LTD as a partial solution to this problem. Michael Watts
is the brother of Kent Watts, the President and Chief Executive  Officer for the
Company.  Michael Watts  conducts  certain  brokerage  business with Emerald Bay
Interests,  LTD. During the fiscal year the Company negotiated and signed a debt
conversion  agreement to extinguish the debt at $.06 per share as opposed to the
$.03 per share reflected in the original bridge loan notes.

Michael  Watts was  retained  by the  Company in April,  1996 with a  consulting
agreement  related to several  pending  acquisitions.  Under that  agreement the
Company granted  275,000 stock options.  On June 15, 1997 the board of directors
extended the consulting  services  agreement through  12/31/97.  On December 30,
1997 the  board of  directors  amended  and  adjusted  the  original  consulting
agreement to 375,000 options  exercisable 1/3 at $.625, 1/3 at $1.00, and 1/3 at
$1.375 per share exercisable on or before June 30, 2000. The board believes that
these services will enhance the companies ability to effect future acquisitions.


    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
               On January 28, 1998,  the Company filed a current  report on Form
               8-K regarding a change in control of the Company.

               A report on Form 8-K was filed on August 5, 1997  which  reported
other events.







<PAGE>







                                   Signatures

In accordance with the  requirements of Section 13 of 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 23th day of September, 1998.



                           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,                                  September 23, 1998
 ---------------------                 Chief Executive Officer and
 Kent Watts                            Chief Accounting Officer
 /s/ Robert Hill                       Director                                                September 23, 1998
 ---------------------
 Robert Hill
 /s/ Ted W. Tarver                     Director                                                September 23, 1998
 ---------------------
 Ted W. Tarver
</TABLE>




<PAGE>


                                                       
                            HYPERDYNAMICS CORPORATION
                          Audited Financial Statements
                          Index To Financial Statements
<TABLE>
<CAPTION>

                                                                                                        Page
<S>                                                                                                       <C>

 Independent Auditor's Report                                                                            F-1

 Balance Sheets as of June 30, 1998 and 1997                                                             F-2

 Statements of Income for the years ended June 30, 1998 and 1997                                         F-3

 Statements of Changes in Stockholders' Equity for the years ended June 30, 1998 and 1997                F-4

 Statements of Cash Flows for the years ended June 30, 1998 and 1997                                     F-5

 Notes to Financial Statements                                                                           F-6
</TABLE>



<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 19, 1998


To the Board of Directors
HyperDynamics Corporation
Houston, Texas


I have audited the  accompanying  consolidated  balance sheets of  HyperDynamics
Corporation (a Deleware  corporation)  and  subsidiaries as of June 30, 1998 and
June 30, 1997, and the related consolidated statements of income,  stockholders'
equity, and cash flows for the years then ended. These financial  statements and
financial statement schedule 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, 1998 and 1997, and the results of its operations and
its cash flows for the years then ended, in conformity  with generally  accepted
auditing principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the company has suffered substantial recurring losses from
operations  that  raises  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 2. The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

JOHN B. EVANS, II
                                      F-1
<PAGE>

                            HYPERDYNAMICS CORPORATION
                           Consolidated Balance Sheets
                          As of June 30, 1998 and 1997

<TABLE>
<CAPTION>


          Assets
          Current Assets                                                         1998                 1997
<S>                                                                              <C>                   <C>     
             Cash                                                        $      4,908             $ 30,068
             Certificate of deposit (restricted)                               94,000               70,000
             Accounts receivable - trade                                      149,249               39,772
                                                  other                        30,013
             Due from officers                                                                       4,866
             Inventory                                                         65,508               26,737
             Revenue interest - current portion                                35,970               35,970
             Pre-paid Expenses                                                 40,000
             Other                                                                                  16,241
                                                                  -------------------- --------------------
                                            Total Current Assets              419,648              223,654
          Property and Equipment                                               83,153               20,933
          Other Assets
             Revenue Interest net of current portion                          104,458              141,030
             Intangible assets - net                                           51,000
             Other Assets - deposits                                            4,348                3,348
                                                                  -------------------- --------------------
                                              Total Other Assets              159,806              144,378

                                                    TOTAL ASSETS          $   662,607            $ 388,965
                                                                        
                                                                  ==================== ====================

          Liabilities and Stockholders' Equity
          Current Liabilities
             Bank credit line                                                                       70,000
             Accounts payable                                                 271,212              191,662
             Accrued expenses                                                     525               30,962
             Accrued taxes                                                     12,353
             Notes payable                                                                          37,500
                                                                  -------------------- --------------------
                                       Total Current Liabilities              284,090              330,124
                                                                  -------------------- --------------------
                                               Total Liabilities              284,090              330,124
          Stockholders' Equity
             Common stock, par value $0.001; 50,000,000 shares                 12,208                5,597
             authorized; 12,208,321, and 5,596,989 shares
             issued and outstanding.
             Additional paid-in capital                                     1,567,500              696,111
             Retained (deficit)                                           (1,201,191)            (642,867)
                                                                  -------------------- --------------------
                                      Total Stockholders' Equity              378,517               58,841
                                                                  -------------------- --------------------
                                           TOTAL LIABILITIES AND
                                             STOCKHOLDERS EQUITY          $   662,607           $  388,965
                                                                  ==================== ====================
</TABLE>

                             See accompanying notes.
                                       F-2
<PAGE>

                            HYPERDYNAMICS CORPORATION
                        Consolidated Statements of Income
                   For the Years Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>


                                                                                 1998                 1997
<S>                                                                              <C>                  <C>        
          Revenues                                                        $   820,535          $ 1,520,928
          Cost of Revenues                                                    702,164            1,323,696
                                                                  -------------------- --------------------
                                                    Gross Margin              118,371              197,232
          Operating Expenses
             Selling                                                           39,988               60,602
             General and Administrative                                       653,013              614,856
             Research and development - internet                                                    53,979
             Write-off of intangibles                                                               11,880
             Depreciation and Amortization                                     14,293               26,947
                                                                  -------------------- --------------------
                                        Total Operating Expenses              707,294              768,264
                                                  Operating Loss            (588,923)            (571,032)
          Other Income (Expense)
             Other income                                                       3,750
             Gain on sale of securities                                        29,980
             Loss on disposal of asset                                                             (3,838)
             Interest income                                                      297
             Interest expense                                                 (3,428)              (5,588)
                                                                  -------------------- --------------------
                                    Total other income (expense)               30,599              (9,426)
                                                                  -------------------- --------------------


                                 Loss from Continuing Operations            (558,324)            (580,458)
          Loss from discontinued operations                                                       (53,351)
                                                                  ==================== ====================
                                                        Net Loss         $  (558,324)         $  (633,809)
                                                                  ==================== ====================
          Loss per Common Share
             Continuing operations                                             (0.07)               (0.13)
             Discontinued operations                                              N/A               (0.01)
                                       Net Loss per Common Share      $        (0.07)      $        (0.14)
          Weighted average share outstanding                                8,362,335            4,495,273

</TABLE>

                             See accompanying notes.
                                      F-3


<PAGE>


                            HYPERDYNAMICS CORPORATION
           Consolidated Statements of Changes in Stockholders' Equity
                   For The Years Ended June 30, 1998 and 1997


<TABLE>
<CAPTION>
                                                      Common Stock
                                                 Shares            Amount    Paid in Capital       Retained         Totals
                                                                                                   (Deficit)
<S>                                               <C>                 <C>          <C>               <C>             <C>           
Balances - June 30, 1996                        804,000                 $      $   107,242                 $   $     98,988
                                                                      804                            (9,058)
Issuance of stock for merger with:
      Houston Creative Connections,           2,102,000             2,102          (2,102)           216,487        216,487
      Inc.
      RAM-Z Enterprises, Inc.                   480,175               480            (480)
   Common stock issued for cash                 295,000               295          259,705                          260,000
   Common share issued for services           3,140,814             3,141          153,521                          156,662
   Divestiture of Houston                   (2,102,000)           (2,102)            2,102         (216,487)      (216,487)
   Creative Connections
   Issuance of stock to former                  700,000               700            (700)
   owners of MicroData Systems, Inc
   Common shares issued to purchase             177,000               177          176,823                          177,000
   Sierra-Net Revenue Interest
   Net (loss)                                                                                      (633,809)      (633,809)
                                       ----------------- ----------------- ---------------- ----------------- --------------
Balances - June 30,1997                       5,596,989                 $       $  696,111      $  (642,867)    $    58,841
                                                                    5,597
   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
                                       ================= ================= ================ ================= ==============

</TABLE>

                             See accompanying notes.
                                      F-4


<PAGE>


                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Cash Flows
                   For The Years Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>


                                                                                1998                   1997
<S>                                                                              <C>                    <C>   
          Cash flows from operating activities
             Net (loss)                                                $   (558,324)        $     (633,809)
          Adjustments to reconcile net income to cash provided
          from operating activities
             Depreciation and amortization                                    14,293                 26,947
             Loss on disposal of equipment                                                            3,838
             Gain on sale of securities                                     (29,980)
             Stock issued for services                                                              156,662
          Changes in:
                Certificates of deposit                                     (24,000)               (70,000)
                Accounts receivable - Trade                                (105,349)                200,123
                                                   Other                    (29,275)
                Advances to officers                                                                (4,866)
                Inventory                                                   (38,771)               (26,737)
                Prepaid expenses                                            (23,759)                 15,841
                Revenue sharing                                               36,572
                Deposits and other                                           (1,000)                  7,923
          Net increase (decrease) accruals / payables
                Accounts payable - trade                                      79,550               (97,098)
                Accrued expenses                                            (30,437)                 28,594
                Accrued taxes                                                 12,353
                Other                                                              1                      1
                                                                   ------------------ ----------------------
               Net cash provided (used) from operating activities          (698,126)              (392,581)
          Cash flows from investing activities
             Purchases of property and equipment                            (25,514)
                                                                                                   (15,224)
             Proceeds on sale of securities                                   29,980
                                                                   ------------------ ----------------------
                            Net cash used by investing activities              4,466               (15,224)
          Cash flows from financing activities
             Net increase (decrease) in bank line of credit                 (70,000)                 70,000
             Short-term convertible notes                                   (37,500)                 37,500
             Reduction in notes payable                                                            (32,534)
             Sales of common stock                                           776,000                260,000
                                                                   ------------------ ----------------------
               Net cash provided (used) from financing activities            668,500                334,966
          Net increase (decrease)in cash                                    (25,160)               (72,839)
                                      Cash at beginning of period             30,068                102,907
                                                                   ================== ======================
                                            Cash at end of period     $        4,908     $           30,068
                                                                   ================== ======================
          Supplemental Information
             Interest paid                                                     3,428                  5,588
</TABLE>

                             See accompanying notes.
                                      F-5
<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.

Depreciation is calculated using the straight-line  method over the useful lives
of property and equipment. A summary of property and equipment is as follows:
<TABLE>
<CAPTION>
                                                                  - - Year Ended - -
                                                                _1998_            _1997_
<S>                                         <C>                     <C>               <C>     
Computer equipment                          3 years           $149,689          $ 82,340
Other                                       5 years             18,755             9,590
                                                              ----------        ----------
         Total cost                                            168,444            91,930
Less:  accumulated depreciation                               ( 85,291)        ( 70,997)
                                                              --------         --------
         Net carrying value                                    $ 83,153         $ 20,933
                                                               ========         ========

</TABLE>
                                      F-6

<PAGE>


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Supplemental Cash Flow Information is as follows:
                                                            - - Year Ended - -
                                                          1998             1997_
Customer list acquired with common stock                $ 51,000
Fixed assets and inventory acquired with common stock     51,000
                                                        $102,000

Income  taxes are not due since the Company  has had  substantial  losses  since
inception.

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


NOTE 2 - GOING CONCERN

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.


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.




<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

The Company was formed May 1996 as a Texas corporation. In May 1996, the Company
merged with MicroData Corporation and Houston Creative Services,  Inc. ("Houston
Creative").  Houston Creative was a placement services company,  specializing in
Information  Services  personnel.  In February 1997, the former  shareholders of
Houston Creative negotiated a divestiture of the assets and business originating
with Houston Creative  because of management  policy and vision  conflicts.  The
divestiture  exchanged all prior assets and business of Houston Creative held by
the company in exchange  for all Company  stock  originally  issued to the prior
Houston Creative owners.

In connection with this  divestiture,  the Company agreed to issue an additional
700,000  shares to the former  owners of MicroData as a value  correction of the
Company because of the Houston Creative 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-7
<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  issuances 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, 1998 and 1997, 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,  200,000 and
577,999  options were  exercised in 1997 and 1998  respectively.  As of June 30,
1998,   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, 1997:
         Outstanding at
           June 30, 1996                 0                                  0
         Granted                   910,660             $0.99          605,000          $ 1.25
         Exercised                (200,000)           ($0.87)             0
                                    ---------          ------     -------------
         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
                                  ========            ======          =======          ======
       
</TABLE>

                                      F-8
<PAGE>


NOTE 5 - STOCK OPTIONS AND WARRANTS (Continued)

Additional disclosures as of June 30, 1998 are:
<TABLE>
<CAPTION>

                                                                                        Options
                                                                                       $1-$1.375
<S>                                                                                       <C>  
         Total options
                  Number of shares                                                      468,661
                  Weighted average exercise price                                         $1.27
                  Remaining life                                                      2-4 years
         All are currently exercisable options.
</TABLE>
<TABLE>
<CAPTION>
                                                                           Warrants      Warrants
                                                                            $1.00          $1.25
                                                                           -------        ------
<S>                                                                           <C>            <C>   
         Total warrants
                  Number of shares                                          70,850          5,000
                  Weighted average exercise price                            $ 1.00         $1.25
                  Remaining life                                            2 years      2 years    
     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:

                                                        1998           1997__

         Net loss          -As reported             $(  558,324)    $(  633,809)
                                    -Pro forma       (1,105,031)     (1,150,609)
         Net loss per share         -As reported      $(   0.07)       $(  0.14)
                                    -Pro forma         (   0.13)        (  0.26)

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-9

<PAGE>


NOTE 6 - BANK CREDIT FACILITIES, SHAREHOLDER NOTES PAYABLE, AND OTHER FINANCING

As of June 1996,  the Company owed $70,000 on a commercial  bank credit line and
$37,500 to two  individual  shareholders.  During the current  fiscal year,  all
amounts were paid. 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, 1998
and 1997,  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                    - - Year Ended - -
                                                      Totals                      1998             _1997__
<S>                                                    <C>                         <C>            <C> 
Sales
   Comband, S.A. de C.V. (Mexico)                    42%                        $345,000
   Novo Industries                                   24                                          $369,000
   Lockheed Space Operations                         14                                           215,000
Purchases
   Hexawave, Inc.                                    50%                         314,000
   Arrow Electronics                                 24                                            314,000
   Tech Data                                         10                                            137,000
</TABLE>


NOTE 8 - COMMITMENTS AND CONTINGENCIES

The  Company  is  liable  on  an  office   lease  for  $2,573  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-10