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,  2000

                                       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,  2000  were $2,137,998. The
aggregate  market value of Common Stock held by non-affiliates of the registrant
at September 22, 2000, based upon the last reported sales prices on the OTCBB of
$2.8125  was  $17,350,863. As of September 22,2000, there were 13,567,859 Shares
of  Common  Stock  outstanding.


<PAGE>
<TABLE>
<CAPTION>
                                   TABLE OF CONTENTS


PART I
<S>           <C>                                                                    <C>

Item 1        Business                                                                3

     Item 2   Properties                                                             12

     Item 3   Legal Proceedings                                                      12

     Item 4   Submission of Matters to a Vote of Security Holders                    13


PART II

     Item 5   Market for Registrant's Common Equity and Related Stockholder Matters  14

     Item 6   Management's Discussion and Analysis of Financial Condition and

              Results of Operations                                                  16

     Item 7   Financial Statements                                                   19

     Item 8   Changes in and Disagreements With Accountants in Accounting and

              Financial Disclosure                                                   19


PART III

     Item 9   Directors, Executive Officers, Promoters and Control Persons;

              Compliance with Section 16(a) of The Exchange Act                      20

     Item 10  Executive Compensation                                                 22

     Item 11  Security Ownership of Certain Beneficial Owners and Management         24

     Item 12  Certain Relationships and Related Transactions                         26

     Item 13  Exhibits and Reports on Form 8-K                                       27
</TABLE>


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<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. 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.

Investment  in  Revenue  Sharing  Agreement

On  May  1,  1997,  Hyperdynamics  entered into a revenue sharing agreement with
Internet  Finance  and  Equipment,  Inc.  (A  Florida Corporation referred to as
"IF&E") and Sierra-Net, Inc. (A Nevada Corporation referred to as "Sierra-Net").
This  agreement was pursuant to a "Stock Purchase Agreement" dated April 1, 1997
between  Net  Telecommunications,  Inc.,  ISP.NET,  Inc.  and  Hyperdynamics, as
amended  on  April 25, 1997 whereby Hyperdynamics facilitated the acquisition of
Sierra-Net  through  the  issuance of 177,000 shares of the Company's restricted
common  stock.  Hyperdynamics  received  a  4% interest in the gross revenues of
Sierra-Net, Inc. (A Nevada based Internet Service Provider) as well as the right
to  19%  of  the proceeds pursuant to any partial or complete sale of SierraNet,
Inc.  The  monthly  payments  were  received  consistently  up  until  the  time
SierraNet,  Inc.  was  acquired  by  M&A  West, Inc. (OTC/BB: MAWI). The Company
received  its  portion of cash proceeds as disclosed in the financial statements
and  maintains  a  19%  interest  in 153,846 shares of MAWI or 29,230 shares. On
October  1, 2000 the MAWI stock was trading at approximately $5 per share. Based
on  the  acquisition  agreement  it  appears that there is a possibility for the
acquisition  to  be  unwound  and  thus  Hyperdynamics  Management,  based  on
conservative  accounting  principles,  is  waiting  for  complete  resolution to
determine  the  value  of  its  19%  interest.

Initiation  and  Sale  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.


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<PAGE>
On September 30, 1999, management decided that the Wired & Wireless business was
not  conducive  to its business plan to become the premier Integrated Technology
Service  Provider (ITSPTM). Thus it sold the subsidiary to Joseph Barris and Ted
Tarver,  In  the  transaction  Wired  &  Wireless  took  all  of  its assets and
liabilities  and  the  Company  received a revenue sharing agreement. Cash flows
received  to  date  have  totaled  $4,515.  In November the President of Wired &
Wireless  was  in a serious hunting accident and on a long road to recovery. Any
future revenue is contingent on the recovery of the President and the rebuilding
of  their  business.

Addition  of  key  management

On  June  23,  1998 the Company hired Harry James Briers as the new "Director of
Integrated  Information  Systems".  Mr.  Briers  also agreed with the company to
re-direct  all of his consulting business, formally known as "Perfect Solutions"
in  Houston,  Texas.  The agreement included that the Company obtains all of the
rights  to  all  future  sales for products and services to these customers. Mr.
Briers  was issued 100,000 shares of restricted common stock in the transaction.
At  the  time  of the agreement, the stock issued was trading at $.51 per share.
Mr.  Briers  carries  an MBA from the University of Houston - at Clear Lake. His
focus  on  mission  critical  enterprise-wide software applications broadens the
scope  of  the  Company's capabilities. A major area of focus for Mr. Briers has
been  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. The addition of Mr. Briers enhanced the
primary  mission  focus  of  the  Company's  target market for its integrated IT
services.

The  Company's  first  Enterprise  Wide  Mid-range  System  Project

On  June  3,  1999 the Company announced a significant Enterprise Wide Mid-range
System Project. MicroData Systems, Inc., (its wholly owned subsidiary) initiated
an  e-commerce  development  project  with  The Mattress Venture, LP of Houston,
Texas. The Mattress Venture, LP at the time supported eighteen (18) Franchisee's
representing  approximately  one hundred thirty (130) stores across the country.
According  to  Furniture/Today magazine, The Mattress Firm is currently the 46th
largest  furniture  sales  organization  and  fastest  growing bedding specialty
retailer  in  the  United  States  with  projected annual sales in excess of one
hundred million dollars ($100,000,000). The initial project revenue was budgeted
at  $800,000  and  could  increase  depending upon the startup or acquisition of
additional stores. Revenues to date have totaled $1,503,634 as of June 30, 2000.
The Company has completed the planning, design, and development phase I together
with  its  key  partner Great Plains software. In phase I a custom point-of-sale
application has been developed and is currently being rolled out to the Mattress
Firm  stores nation-wide. This is a custom web-based application that integrates
via  Microsoft  Site  Server and Great Plains eEnterprise accounting software to
run  at  the  point-of-sale  workstation  without any additional software than a
standard  web  browser. Hyperdynamics designed the system to use the Internet as
the primary connectivity thereby bypassing the need for much more costly private
wide  area networking. These facts coupled with the utilization of Microsoft SQL
server  on  the  back-end makes this retail point-of-sale system one of the most
feature  rich,  integrated,  scalable and cost effective system available today.
Based  on  the  success of this project and a growing number of opportunities in
our pipeline, the Company has a growing confidence in its ability to obtain more
and  more  enterprise level system projects. Additionally, the Mattress Firm has
indicated  the  possibility  of  significant  follow-on business with respect to
Phase  II  of  this  project  which is expected to address more customization in
inventory  control  including  bar-coding among other things. These projects are
perfect  lead -ins for our new Integrated Technology Centers, the first of which
is  being  built  in  Houston,  Texas  at  the  Westwood  Technology  Center.


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<PAGE>



Current  Direction  of  Business  Plan

               Mission  Statement

               To be the premier integrated technology service provider (ITSPTM)
               that maximizes our clients' return on their technology investment

Hyperdynamics  has  a  mission  to  be  a premier integrated technology services
provider  (ITSPTM). The information technology (IT) industry is the most dynamic
and  rapidly  growing  industry  in  the  history  of free commerce. Through its
initial  strategies,  Hyperdynamics  will  build  its core IT knowledge base and
infrastructure  capability  to  position  it  to  be  a leader in the e-Business
economy  of  the  future.  Its primary goal is to position itself to capture its
share  of what we perceive to be the largest potential recurring revenue base in
history.

Hyperdynamics has refined and continues to develop the best  cost/beneficial  IT
services.  To maintain  flexibility  the Company has grouped its  approach to IT
services into three groupings.

          CONVENTIONAL  IT SERVICES are provided on a highly  flexible  basis to
          help  companies  with  existing IT  infrastructures  to plan,  design,
          implement,   and  manage  their  own  telecommunications,   wide  area
          networking,  server and workstation  systems,  operating systems,  and
          integrated software applications.  Our clients dictate to which degree
          we get involved in any one or all of these defined areas of IT.

          EBUSINESS MIGRATION SERVICES are provided to specifically  address the
          evolution  of our  clients IT systems to support the new ways of doing
          business  such as  business  to  business  and  business  to  consumer
          e-Commerce and Internet marketing.  Hyperdynamics  Corporation designs
          and implement  transaction  based,  mission critical eCommerce systems
          for its clients.

          ITHOSTING  SERVICES  are  provided  to  handle  a  company's  complete
          end-to-end  IT  requirements  and  literally  become  our  clients  IT
          department  by contract.  The Company is  continuing to develop its IT
          hosting  infrastructure  to  allow  it to  professionally  manage  our
          clients centralized servers in a true data center environment.



Over  the last five years, the technology industry has proven out and tested all
manner  of  service  delivery  models.  During that time, the client has assumed
varying  levels  of  risk,  responsibility,  and management of the IT processes.
Three  models  have  risen  to  the  top as the most cost-effective, performance
enhancing,  and  results-focused:

-     The  outsource  IT  services  organization,
-     The  Internet  Service  Provider  (ISP)
-     And  the  Application  Service  Provider  (ASP).

HyperDynamics  combines  all  three  delivery  models  into  a  single,
customer-directed delivery model - the Integrated Technology Service Provider or
ITSP  as  it  has  come to be known.  By bringing together the power of the ITSP


5
<PAGE>
to  the  emerging  growth  and  mid-market  clients,  HyperDynamics  allows  its
customers  yet  another  avenue  of competitive advantage in their unique market
places.

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

Our  Central  Message  to  Customers

HyperDynamics enables you for tomorrow  today.  We do this through comprehensive
IT  services  and  applications  hosting that maximize your returns.  We deliver
best  of  breed  technology  and  rapid deployment methodologies to empower your
business.  At  HyperDynamics,  we're  focused  on  today  so  you  can  focus on
tomorrow.


The  phenomenal  information  technology  (IT)  industry

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

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

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

     5.   Concerning electronic commerce in the digital economy:

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


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<PAGE>
                                              Alan Greenspan
                                     Chairman, Federal Reserve Board
                                               May 6, 1999

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

B.     THE  RISE  IN  E-COMMERCE

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

C.     INCREASING  GLOBAL  MARKETS

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

D.     NEW  WAYS  OF  DOING  BUSINESS

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


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

          Hyperdynamics exists to be that special breed. With our positioning as
          an  integrated  technology  service  provider  (ITSPTM),   application
          service  provisioning  is a  primary  subset of the  business  plan we
          implemented over two years ago. With our strategy for our cost/benefit
          designed  IT hosting  centers,  we will  provide  the best  end-to-end
          services for our clients at the best  possible  cost.  This will allow
          our clients to focus on what makes them money.

          IT HOSTING AND EXSOURCING

          In the  December  1999  Forrester  research  report,  "The  exSourcing
          Imperative",   the   research   writers   identify  a  "new  breed  of
          outsourcer",  the  "exSourcer".  In the report  Forrester  defines the
          exSourcer as:

               "A help provider that manages multi-company processes and
               technologies across the Internet."

          In the report,  Forrester  graphically  depicts the difference between
          the traditional IT outsourcing model from the new exSourcing strategy.
          In  traditional  IT  outsourcing,   the  Company  is  the  centerpiece
          surrounded by its PC, Data Center, and Network outsourcers with custom
          integration  requirements  for each of its  Customers,  Partners,  and
          Suppliers   having  diverse  systems  needing  to  access  its  system
          processes.  With the  exSourcing  model,  the  exSourcer  becomes  the
          centerpiece by extending its clients integrated  multi-company process
          services such as ordering, account status, and inventory management to
          its customers, vendors, and partners. The exSourcer primarily utilizes
          the Internet as the connection  point between the transacting  parties
          and must manage the relationships between them.

          Hyperdynamics'   business   plan  for  IT  hosting   has   significant
          similarities and cross over with Forrester's exSourcing concept. While
          maintaining  its  flexibility to provide  conventional IT services and
          moving  towards the IT hosting  model,  the Company will  naturally be
          developing and  performing  more and more business  process  services.
          Hyperdynamics  is  positioned to become the premier  ITSPTM  providing
          complete   end-to-end  IT  hosting   services  on  an  outsourced  and
          ultimately exSourced basis.


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<PAGE>
E.   THE SHORTAGE OF IT WORKERS AND RELATED STRATEGY

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

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

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

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


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<PAGE>
          The  Company  maintains  a strong  strategy to continue to develop and
          leverage it's own Information Systems Infrastructure and will continue
          to invest  in the  automation  of the  administratively  based  public
          company overhead.  The commitment that it has made to the Great Plains
          eEnterprise  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
          expanding  IT hosting  infrastructure.  This will allow the Company to
          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 IT services. We expect
          the long-term results to be strong recurring contract service revenue.
          This will continue to strengthen the Company's value and related stock
          price in years to come.

Employees and Independent Contractors

The Company has sixteen (16) full time employees.  The Company uses  independent
contractors  to minimize  fixed  overhead  prior to its  initiation of its first
Integrated  Technology  Center (ITC),  expected to come on-line in late November
2000. While utilization of independent  contractors  reduces the Company's gross
profits in the interim,  management  believes that it  ultimately  minimizes its
risk  during  its  transition  to the  new IT  hosting  business  model.  Direct
employment is expected to increase  dramatically with the opening of its ITC. No
employees  are  represented  by a union and the Company  believes that its labor
relations are good.

Key Vendors and Technical Certifications

In  the past two years Hyperdynamics has positioned itself to successfully shift
its primary revenue base more clearly to IT services while maintaining technical
expertise  to  continue selling hardware and software components on a convention
basis, especially to its larger customers.  To support this goal the Company has
enhanced  or  maintained  certifications  with Microsoft as a Microsoft Solution
Provider,  Great  Plains  Software  and  Seibel  sales management as eEnterprise
reseller,  Intel  Product  Dealer  and now Intel Premier Partner, Citrix Systems
Certified reseller, 3Com Network Systems Integrator, Xerox Peripherals reseller,
Extreme  Networks Premier VAR, and CCC Networks authorized reseller just to name
a  few.  With  its  relationship  with  Intel, the Company has the capability to
provide  custom  hardware  solutions  along  with  its IT hosting services. This
capability  provides  a  tighter  integration  for  its  services.

In  conjunction  for  its  plans  to  establish  its  first  ITC at the Westwood
Technology  Center  as  discussed  below,  the  Company  negotiated  with  major
International  Exchange  Carriers to decide on its key Internet backbone partner
for  its  redundant and scalable bandwidth requirements. Based on the ability to
deliver  a  redundant  fiber  based  On-Net solution and their co-marketing plan
presented  as  the  "HyperGrowth"  plan,  AT&T  has  become that partner.  Other
carriers  considered either did not have a strong co-marketing plan or could not
deliver  the  requirements  in  the  time  specified. Management feels that this
accomplishment  is  another  milestone  that has positioned the Company for true
"HyperGrowth",  as  AT&T  puts  it.


10
<PAGE>
Subsequent  Events

Stock  Buyback  Program. On April 25, 2000 we announced a stock buy back program
for up to 500,000 shares of our common stock. We have purchased 71,000 shares to
date  in  the  open  market.  Our last open market purchase occurred on July 24,
2000,  of  which  2,500 shares were purchased subsequent to June 30, 2000. We do
not  intend  to  make  any  more  purchases  of  our  stock  under this program.

In  August  2000,  we  announced an exchange offer. We anticipate delivering the
exchange  offer  disclosure  materials to our shareholders shortly after we file
this  Form  10-KSB.  Our  Board of Directors approved an Exchange Offering for a
minimum  of  6,620,676 shares up to a maximum of 11,917,216 shares of our common
stock. Under the terms of the exchange, shareholders will exchange 100 shares of
the  company's  common  stock  for a Unit. Each Unit consists of one share of 9%
series  B redeemable preferred stock (stated value $200), 100 redeemable Class A
warrants,  100  redeemable Class B warrants and 100 redeemable Class C warrants.

ABOUT  THE  PREFERRED:  The  preferred  stock  (stated value $200) will pay a 9%
dividend  on  a  quarterly  basis  in  arrears.  As  long  as the units trade as
originally issued, the dividend will be credited automatically as a reduction of
the exercise price of the Class A warrant until fully paid, then to the exercise
price of the Class B warrant until fully paid, and then to the exercise price of
the  Class  C  warrant until fully paid. Thereafter, or in the event that all of
the Unit's component securities are detached, the dividends will be paid in cash
or  shares of common stock, at our discretion. The preferred stock is redeemable
at  its  stated  value  plus  accrued  dividends.  The  preferred  stock  is not
convertible  into  common  stock.

ABOUT  THE  WARRANTS:  Each  Class  A, B, and C warrant will have an exercise of
price  of  $1.35  per  share  and  will expire after 7-1/2, 15 and 22-1/2 years,
respectively. Beginning no sooner than one year and one day after the completion
of  the exchange, and only after the daily closing bid price on the common stock
is  over  $5  for  a  period  of  20  consecutive  trading  days, we may, at our
discretion,  call  for  redemption the Class A, B, or C warrants at a redemption
price  of  $.01  per warrant. In the event that the Class A, B or C warrants are
not  detached from the unit, then the dividend payments from the preferred stock
will fully pay for the exercise price of the Class A, B and C warrants in 7-1/2,
15  and  22-1/2  years,  respectively,  at  which  time  the  warrants  will  be
automatically  exercised  into  shares  of  common  stock.

Our  shareholders should carefully read the Exchange Offer and related materials
that  we  will  be  sending  out  within  a reasonable time because they contain
important  information,  including  various  risks,  terms and conditions to the
Exchange Offer. Shareholders can obtain the Exchange Offer and related materials
free  at  the  SEC's  Web  site  at www.sec.gov or from the information agent or
exchange  agent.  Shareholders are urged to carefully read these materials prior
to making any decision with respect to the Exchange Offer. There is no assurance
that  the  minimum  number  of  shares  will  be  exchanged.

The  board  of  directors  of  HyperDynamics  has  approved  the Exchange Offer.
However,  neither  we  nor  our  board  of  directors make any recommendation to
shareholders  as to whether to exchange or refrain from exchanging their shares.
Shareholders  must make their own decision as to whether to exchange some or all
of  their  shares.


11
<PAGE>
Item  2     PROPERTIES

The  office  of  the Company is currently located at 2656 South Loop West, Suite
103,  Houston,  Texas 77054 where the Company leases approximately 3,000 sq. ft.
of  commercial  office  space.  The  Company  pays  $3,065  per month. This is a
month-to-month  lease.  In the center of the space the Company has developed its
communications  and  computer  room,  which serves as the network server center,
wide  area  network  hub  including  its  Internet  point of presence (POP), and
central  telephone  room.  The  space  is  secured  by a monitored alarm system.

On  May  9,  2000  the  Company signed a 10-year lease with AGB Westwood, LTD to
lease  its  new  facilities  at the Westwood Technology Center, a 540,000 square
foot  development  in  Houston,  Texas. After tremendous design efforts were put
forth  working with Moody Rambin Interests, Lamereaux and Associates-Architects,
Day  Brown  Rice  Engineering, and Smith Commercial Construction were exerted to
design the first Hyperdynamics Integrated Technology Center, build-out initiated
on  September  12,  2000.  AGB  Westwood,  LTD is one of the largest Real Estate
development  partnerships  that  focus on picking selected properties around the
country  and  retrofitting them into technology centers. Basic features expected
upon  the completion of WTC are redundant power sources from Reliant Energy with
an Automatic Transfer Over (ATO) switching capability in case of a power outage.
Additionally,  it  is expected that power available to the facility will hit 100
watts  per  square  foot  so  as  to  support  rapid  growth  for companies like
Hyperdynamics.

Under  the  lease the company leased approximately 15,236 sq. ft. of space to be
used  initially  for  corporate  offices,  data  center  and  integration center
operations  as  well  as  marketing and sales for its new HypersourceTM services
model.  Additionally, plans for specified technical training areas are included.
The Company also has a right of first offer on an adjacent 15,000 sq. ft. In the
facility,  the  data  center component will provide the guts of the operation as
the focal point for AT&T's redundant fiber co-location and with features such as
FM200  fire  suppression,  N+1  redundant  power  with  battery  backups, backup
electric  generator,  redundant  air conditioning, 24 inch raised flooring, leak
detection,  and  security system. The more costly data center component has been
designed  to be as modular as possible so that the Company can more easily match
up  capital  investment  outlay  with  the  closure  of  new Hypersource service
contracts.

Hyperdynamics  paid  the  first  and last months rent of the 60-month lease upon
signing.  Upon commencement of the lease the Company will receive a 6 month free
rent  period  and then on the 7th month after commencement begin paying  $17,775
per  month  or  $14  per square foot. Should the Company not elect to cancel the
lease,  as  is  its  right,  beginning the 55th month of the lease the rate will
change  to  $20,632 per month or $16.25 per square foot. Per mutual agreement by
AGB  Westwood  and  Hyperdynamics  on  September  22,  2000,  the parties are in
agreement  to  commence  the  lease  on  November  1,  2000.

Item  3     LEGAL  PROCEEDINGS

Arbitration  has  commenced  between  Charterbridge  Financial  Group, Inc. (the
claimant)  and  us  (the  respondent).  Charterbridge  is  claiming  that it was
entitled  to  receive  warrants  to  purchase up to 100,000 shares of our common
stock,  exercisable  at $0.75 per share in connection with an investor relations
contract  with  us.  This  arbitration  was  filed in June 2000. We believe that
Charterbridge  breached  the  contract  and  is  owed  nothing.  The parties are
presently  in  settlement  negotiations.


12
<PAGE>
We  were named as a defendant in litigation in which the plaintiff, Cherie Dunn,
is  claiming  that  she was entitled to receive options to purchase up to 55,000
shares of our common stock, exercisable at $1.00 per share in connection with an
employment  agreement  with  us. The case is styled Cherie Dunn v. Hyperdynamics
Corporation, No. 2000-27220, 80th Judicial District Court, Harris County, Texas.
This  suit  was  filed  in  June  2000.  We dispute the plaintiff's allegations.
Initial  discovery  has  recently  commenced  in  this  matter.

In  1984,  we failed to file financial statements as required by Utah law within
thirteen months after our 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 issued
an Order by which an offering exemptions which would be otherwise applicable and
available  to  us  by reason of Section 61-1-14 of the Utah Code were revoked by
the  Utah  Order until such time as we filed financial statements as required by
Rule  10.2-1(b)(7) of the Division. The State of Utah vacated this order in July
2000.

Item  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On  July  21, 2000, the company held its annual shareholder meeting as disclosed
its  proxy  statement  filed  in  June  2000.  The  shareholder  meeting was for
shareholders  of  record at May 8, 2000. There was 13,007,888 shares outstanding
on  that  date.  All  nominated directors were duly elected and Malone & Bailey,
PLLC  was  ratified  as the auditor for the fiscal year end June 30, 2000. There
was  no  other  business  conducted.

The  voting  results  including  proxy's  received  were  as  follows:
Total  shares  voting  in  person  and by proxy totaled 11,362,122 or 87% of the
outstanding  shares  as  of  the  date  of  record

<TABLE>
<CAPTION>
Directors Elected
                         # of shares FOR    # of shares AGAINST  # of shares ABSTAIN
<S>                    <C>                  <C>                  <C>

Kent Watts                      11,362,122                    0                    0

Robert J. Hill                  11,362,122                    0                    0

Harry Briers                    11,362,122                    0                    0

Bobby Lewis                     11,362,122                    0                    0

Christopher
St. Laurent                     11,362,122                    0                    0

                                           RATIFY MALONE & BAILEY, PLLC
                         # of shares FOR    # of shares AGAINST  # of shares ABSTAIN
                                11,362,122                    0                    0

                                      OTHER BUSINESS - NONE DISCUSSED

                         # of shares FOR    # of shares AGAINST  # of shares ABSTAIN
                                11,359,622                1,000                1,500
</TABLE>


13
<PAGE>
                                     PART II
Item 5     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

1999
      First Quarter     1.2500  0.25000
      Second Quarter    2.2500  0.78125
      Third Quarter     3.5000  0.28125
      Fourth Quarter    1.3750  0.46875

2000
      First Quarter     1.1250   0.6800
      Second Quarter    5.0625   0.5000
      Third Quarter     7.7500   3.6250
      Fourth Quarter    4.7500   1.1875
</TABLE>

On  September  22,  2000,  the  last bid for the Common Stock as reported by the
OTCBB  was  $2.8125  per  share. On September 21, 2000, there were approximately
3,000  stockholders  of  record  of  the  Common  Stock.

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

Recent  Sales  of  Unregistered  Securities

During the year ended June 30, 2000, the following transactions were effected by
the  Company  in reliance upon exemptions from registration under the Securities
Act  of  1933  as amended (the "Act") as provided in Section 4(2) thereof.  Each
certificate  issued  for unregistered securities contained a legend stating that
the  securities  have  not  been  registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated in, nor did the Company pay any commissions or fees to
any  underwriter  in  connection  with  any  of these transactions.  None of the
transactions  involved a public offering.  The Company believes that each person


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

In  October  1999  we  issued  a total of 275,000 warrants to purchase shares of
common  stock  to  one  vendor  as  payment  in  kind for business and financing
services  rendered.  These  warrants  are immediately exercisable at an exercise
price  of  $1.50  per share. The expiration date of these warrants is September,
2002.  This was a private placement made in reliance on Section 4(2) of the Act.

In  December  1999,  we  issued  a total of 57,500 options to purchase shares of
common  stock  to  10  employees  as payment in kind for employment (bonuses and
incentive  compensation). 17,500 of these options are immediately exercisable at
an exercise price of $2.00 per share. 40,000 of the options vest at future dates
at the discretion of the board with exercise price of $2.00. The expiration date
of  these  options  is  November,  2001.  This  was  a private placement made in
reliance  on  Section  4(2)  of  the  Act.

In  March  2000, we issued 100,000 shares of section 144 restricted common stock
pursuant to the exercise and payment of $50,000 or $.50 per share of outstanding
Consultant  Warrants  with  Mr.  Randy  Massey.


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

            CAUTIONARY  STATEMENT ON FORWARD-LOOKING INFORMATION

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

The  following  discussion  should  be  read  in  conjunction with the financial
statements  and notes thereto for the fiscal years ended June 30, 2000 and 1999.

General

With  its focus heavily on the The Mattress Firm Project in FYE 2000 the Company
recognized  some  promising core revenues.  Having limited capital resources for
the  first  half  of  the  year  and with its intense focus on this project, the
ability  for  the Company to close substantial follow-on business was curtailed.
The  Company's  priorities  were  clearly  to make this project run as smooth as
possible  and  to  focus its sites on establishing its new Integrated Technology
Center  (ITC)  at the Westwood Technology Center in Houston, Texas.  The Company
has  been  able  this  year to move forward with its IT hosting business plan by
leasing  its  new  facilities  at the Westwood Technology Center and contracting
with  AT&T  for  its fiber based backbone.  AT&T is providing redundant physical
path fiber to be colocated at the new ITC and is also working with Hyperdynamics
with  respect  to  co-marketing  and  business  development  through  their
"Hypergrowth"  program.  The  Company  has  also  been able to implement new and
improved  business  development strategies associated with the new ITC with help
from  Interneed as a consulting partner in Houston that has helped to define our
complete  marketing  and  sales  strategy.  However,  with  all of this progress
towards  the  new  IT  hosting plan, the slowing down of Phase I of The Mattress
Firm  Project  and  cost  overruns  in the fourth quarter curtailed revenues and
gross  profit  percentages.  Regardless  of  its  operational  difficulties, the
Company is now on a fast track to its new Integrated Technology Center (ITC) and
is  expected  to go on-line in late November or early December 2000.  Management
is  expecting  increasing  revenues  in  the  second  quarter of 2001.  Based on
current


16
<PAGE>
activity for increasing demand and quotation for end-to-end Hypersource services
to  be  provided at its new ITC; additional potential business with The Mattress
Firm  for  phase  II of their requirements; and other mid-range systems projects
expected  to  be  closed,  management  expects  major  revenue  and gross profit
increases  by  the  third  quarter  of  FYE  2001.

With  the  focus  of the Company to be the Premier Integrated Technology Service
Provider  (ITSPTM)  the  Company  is  in a transition to a heavier mix of higher
contribution  margin business as an IT service company. The acquisition strategy
of  the  Company  has  not  yet  been  implemented. It has been delayed thus far
because  of  difficulties  to  negotiate  acceptable  capital  structures  and a
technology  market  that  has  seriously  retracted  in  recent  months.

Results  of  Operations

Revenues  increased  to  $2,137,998  for  the  year ended 2000, from $938,306 as
restated  for 1999. The 128% increase was due to the major emphasis and focus on
the  major  e-Business project with The Mattress Firm and information technology
services and e-Business related sales. The Mattress Firm was 71% of current year
business and was the reason for the increase. We continue to service their needs
for  hardware and follow-on project requirements as their system continues to be
rolled  out  to  their  retail  sites.

Cost of revenues increased to $1,962,150  (91.78% of revenue) for the year ended
2000,  from $747,046 (79.6% of revenue) as restated for 1999. The reason for the
significant  increase  cost  of  sales  is  related  directly to the increase in
related  revenues,  however  the  increase in the percentage of cost of sales to
revenue  needs  further  explanation.  During  the  year  the  Company made some
substantial  decisions to position itself for its new IT hosting business model.
At  least for the first 1/2 of the fiscal year we were not in a position to move
forward with the new IT hosting business model. With respect to its largest core
project  regarding  the  Mattress  Firm,  management  decided  not  to  hire the
necessary programming consulting group that would add substantially to its fixed
overhead.  Instead  we  contracted  with  Great  Plains  Consulting to perform a
substantial  portion  of the custom development performed on this project during
the  year. This was done in an effort to minimize fixed overhead during a period
of time that we expected to be in a major transitional state. Towards the end of
the third quarter we were already heavily focused on the major transition to the
new business model being implemented with the Westwood Technology Center. By the
end of the fourth quarter it became apparent that the Mattress Firm contract had
incurred  cost  overruns  to  the  extent that our billings were immediately cut
short.  In  an effort to maintain a higher level of customer satisfaction and be
positioned properly for significant future business, management was compelled to
give  approximately  $80,000 in credits, which in effect reduce our revenues and
worsened  our gross profit percentages because we had committed a certain amount
already to our sub-contractors. Management expects cost of sales as a percentage
to  improve  significantly  in  the  future.

Selling,  General  and  Administrative expenses increased to $669,485 (31.31% of
revenue) for the year ended 2000, as compared to $259,324 (33.86% of revenue) as
restated  for  1999.The  increase  was  partly due to increased selling expenses
which  increased  to  $196,595 as a result of substantial sales commissions paid
for  the  year  ended  2000  compared to $58,393 as restated for 1999. Legal and
accounting  expenses  increased by approximately $36,000. The remaining increase
was  due  to  an  increased level of overall increase in salaries (both cash and
value  of options), travel, general office, rent, utilities, and etc. across the
board. Management has considered this necessary to get prepared for the expected
increase  in  activity  resulting  from  its  new  Integrated Technology Center.
Management  expects  selling,  general,  and administrative expenses to decrease
significantly  on  a  percentage  of  revenue basis as activity levels increase.


17
<PAGE>
Net Loss. The net loss of the Company was $(616,048) for the year ended 2000, or
($0.04)  per  share, compared to $(184,546) or ($0.01) per share as restated for
1999.  The  net  loss  available  to  shareholders  was  $(666,132). This amount
includes  the  deduction  for  preferred  stock  dividends.

The  negative results is due to Phase I of  the Company's core eBusiness project
with  The  Mattress  Firm  coming  to a close at the same time that it began its
transition to its new business model.  Also Selling, General, and Administrative
expenses  have  continued  to increase partly in preparation for its new revenue
model  associated  with  its  first Integrated Technology Center currently being
built  in Houston at the Westwood Technology Center. Management expects revenues
and  margins  to  dramatically increase in the coming periods as a result of its
key  agreements with AT&T and by putting in this key infrastructure and its full
blown  marketing  plan  to  fill  it  to  capacity.

Liquidity  and  Capital  Resources

At June 30,  2000 the  Company's  current  ratio of  current  assets to  current
liabilities  was  6.16.  This  compares  to  2.52  for  1999.  The  Company  has
dramatically  improved its current ratio primarily through obtaining  additional
capital financing through its Reg D private placement completed during the third
quarter  of the year.  The  Company  does not have any  long-term  debt.  In the
process of  increasing  its marketing and sales  activities in  preparation  for
bringing the new IT hosting  facility  on-line,  the Company is  evaluating  the
opportunities  for strategic  partners that could provide financing for up to an
additional  $10,000,000 equity financing to be used for implementing  additional
IT hosting centers 2 & 3 in strategic  locations  around the country and for key
acquisitions of technically  talented IT consulting and integration firms. Thus,
the Company is talking  with  several  potential  business  partners  that could
potentially provide capital to implement Integrated Technology Centers 2, 3, and
4.

The  Company  is in a position to obtain additional capital upon the exercise of
previously  issued  warrants  and  outstanding  options  for  common  stock.

The  Company is continuing its plans to raise necessary capital to qualify it to
be  listed  on  an  exchange  such as the NASDAQ or American Stock Exchange. The
Company  is in negotiation with various private investors to structure a private
transaction  that could potentially help to qualify the Company for listing on a
stock  exchange.  Additional  strategies to raise capital will be implemented as
the  Company  moves  towards  its  more  strategically  based acquisitions. Upon
qualifying  for  listing  on  an  exchange,  the  Company  intends to prepare an
underwriting package to attract the right team for a new securities registration
to  be  used  to  raise  substantially  more  capital  to support its IT Hosting
business  plan.  This  new  registration  would  include  plans  to  acquire
entrepreneurial  based  and  technically  talented  companies  to  enhance  the
Company's e-Business and IT Hosting capabilities. No assurance can be given that
the  Company  will  qualify for or become listed on the American or Nasdaq stock
exchanges  or  that  it will be successful in raising additional capital through
the  sale  of  its  securities.

In  an  effort  to  enhance  shareholder value, on August 31, 2000 the Company's
Board  of  Directors  approved  an  exchange  offering for a minimum of 50% to a
maximum  of  90% of the company's common stock. Under the terms of the exchange,
shareholders  will exchange 100 shares of the company's common stock for a unit.
Each  unit  consists  of  one  share  of  9% series B redeemable preferred stock
(stated  value  $200),  100  redeemable class A warrants, 100 redeemable class B
warrants  and  100  redeemable  class  C  warrants.


18
<PAGE>
It  is currently planned that the preferred stock (stated value $200) will pay a
9%  dividend  on  a  quarterly  basis  in arrears. As long as the units trade as
originally issued, the dividend will be credited automatically as a reduction of
the exercise price of the class A warrant until fully paid, then to the exercise
price of the class B warrant until fully paid, and then to the exercise price of
the  class  C  warrant until fully paid. Thereafter, or in the event that all of
the  unit components are detached, the dividends shall be paid in cash or shares
of  common stock, at the discretion of the company. The preferred stock is to be
redeemable  at  its  stated value plus accrued dividends. The preferred stock is
not  convertible  into  common  stock.

At  this time it is anticipated that each class A, B, and C warrant will have an
exercise  of  price  of  $1.35 and will expire after 7 1/2, 15 and 22 1/2 years,
respectively. Beginning no sooner than one year and one day after the completion
of  the exchange, and only after the daily closing bid price on the common stock
is  over $5 for a period of 20 consecutive trading days, the company may, at its
discretion, call for redemption the class A, B, or C warrants. In the event that
the  class  A, B or C warrants are not detached from the unit, then the dividend
payments  from  the preferred stock will fully pay for the exercise price of the
class  A, B and C warrants in 7 1/2, 15 and 22 1/2 years, respectively, at which
time  the  warrants will be automatically exercised into shares of common stock.

Shareholders  will  be  urged  to  read carefully the exchange offer and related
materials  that  the  company will be sending out within a reasonable time after
the  filing  of  this  annual report because they contain important information,
including  various  risks,  terms  and  conditions  to  the  exchange  offer.
Shareholders  will  be  able  to obtain the exchange offer and related materials
free  at the SEC's Web site at www.sec.gov or from the Company's to-be-announced
                               -----------
information  agent.  The Company makes absolutely no assurances that the minimum
number  of  shares  of  common  stock  (50%)  will  be  exchanged.

The  board  of  directors  of  HyperDynamics  has  approved  the exchange offer.
However,  neither  the  company  nor  its  board  of  directors  will  make  any
recommendation  to  shareholders  as  to  whether  to  exchange  or refrain from
exchanging  their  shares.  Shareholders  will  be  required  to  make their own
decision  as to whether to exchange some or all of their shares. Announcement as
to  the  exchange  agent  for  the  exchange  offer  is  still  pending.

Factors  affecting  future  results

This  year the Company gained significant experience with large custom eBusiness
projects  and  it  succeeded  in  raising  its  necessary  core  capital.

The  degree  that  the  Company  is  successful  in  designing,  building,  and
implementing its first new Integrated Technology Center (ITC) and the degree and
speed  that it is also able to begin to sell out its capacity will go a long way
to  determining  the  positive  future  results  of  operations.

The implementation of the Company's new ITC Marketing plan co-developed with the
help  of Interneed, a business development firm in Houston, is expected to steer
Hyperdynamics  to  success.

Once in its new ITC, the Company must continue to increase its recurring revenue
base,  continue  to close project oriented eBusiness contracts, raise additional
capital  to  start  building  ITC  2,  3,  and  4, and to start making some core
acquisitions  of  successful  IT  services  companies  to  combine  with its ITC
strategy.  These  are the goals established by management for the fiscal year to
end  June  2001.

Management  is  very  pleased  with  the results of FYE 2000 results and is more
excited than ever about the Company's future and ability to grow steadily and on
a  profitable  basis.

Item  7     FINANCIAL  STATEMENTS

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

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

Not  Applicable.


19
<PAGE>
                                    PART III

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

Executive  Officers  and  Directors

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

                   Name                  Position                        Age

               Kent Watts        Director, Chief Executive Officer,      42
                                 and Chief Accounting Officer

               Robert J. Hill    Director, Executive Vice President      46

               Harry J. Briers   Director, Vice President - Operations   37
                                 Chief Operating Officer

               Bobby P. Lewis    Director                                59

               Christopher
               St. Laurent       Director                                33

               Lewis Ball        Secretary                               69

     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 42, became Chairman of the Board of Directors and was named
the  Company's  President  and  Chief Executive Officer on June 4, 1997.  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  and  has  been MicroData's CEO until he became President and
Chief  Executive  Officer  of  Hyperdynamics  Corporation.  He  has  extensive
experience  working  with  management  information  systems.  Mr. Watts has been
involved  in  the  design,  implementation  and  management  of  heterogeneous,
multiprotocol  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 46, 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.  In  July,   1997,  Mr.  Hill  was  appointed
vice-president of the Company.  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


20
<PAGE>
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.

     Harry  James  Briers,  age 37, has been a Director since March 2, 2000. Mr.
Briers  was  also  elected  as  Vice  President  of Operations for Hyperdynamics
Corporation and named the Chief Operating Officer.  From 1988 until May of 1998,
Mr.  Briers  owned and operated Perfect Solutions, a software consulting firm in
Houston,  Texas.  He was named President of Ithost.net Corporation (wholly owned
subsidiary)  in May of 1999. He served as the Director of Integrated Information
Systems when he joined the company in May of 1998. Prior to that, he founded and
operated  Perfect Solutions, an office automation systems provider, for over ten
years.  He has extensive experience in the selling and implementation of mission
critical  software  applications.  Prior work experience included consulting for
Ernst  and  Young  in  their  Entrepreneurial  Services  Group.  Harry has BS in
Accounting  and  a  MBA  from  the  University  of  Houston  -  Clear  Lake.

     Bobby P. Lewis, age 59, has been a Director since March 2, 2000.  From 1995
through  1998,  Mr.  Lewis  was chairman of BPL Investments, Inc. Since 1998 Mr.
Lewis,  has  been  an  independent investor and associate with Prudential Allied
Realtors in Pearland, Texas. Mr. Lewis specializes in commercial Real Estate and
is  expected  to  be  instrumental  with  regard  to  the  Company's  strategies
pertaining to integration of Technology and Real Estate. Mr. Lewis has also been
a  past Director of Total World Telecom, a publicly traded long distance carrier
in  the early 1990's. Mr. Lewis has a B.S. degree in Mathematics from University
of  Memphis and MS in Systems Management from University of Southern California.

     Christopher  D.  St.  Laurent,  age 33, has been a Director since March 13,
2000.  From  1992  through  1994, Mr. St. Laurent was an Investment Analyst with
Central  United  Life  Insurance Co. From 1994 through 1997, Mr. St. Laurent was
Chief  Operating  Officer  / Financial Analyst with Paul L. Comstock Co. Mr. St.
Laurent  is  the  Managing Partner for Vista Analytics, LLC of Sugarland, Texas.
Vista  Analytics  provides  financial  services  and  back-office  support  for
Financial  Advisors by assisting them in everything from capital market research
and  asset  allocation  modeling to the ongoing monitoring of client portfolios,
and  everything  in  between.  Mr.  St.  Laurent's  strong  financial management
background  is  expected  to  provide  valuable insight for management. He has a
Finance degree from the University of Houston and carries NASD licenses Series 2
and  63.

     Lewis  E.  Ball,  age 69, has served as the  secretary of the Company since
1997  and  as  the  Chief Financial Officer from June 1996 to January 1997.  Mr.
Lewis  has  been  a  financial  consultant  to a number of companies since 1993.
Mr. Ball has served as a director of JVWeb, Inc. since 1997 and as secretary and
treasurer  of  JVWeb,  Inc.  since  1998.  Mr.  Ball  has many years of industry
experience  as  a Chief  Financial  Officer  with  Stevenson  Services, Inc. and
Richmond  Tank  Car  Company  (from  1983  to  1993).  Mr.  Ball  is a Certified
Public  Accountant  and  a Certified  Management  Accountant.  Mr.  Ball  has  a
B.B.A.  in  Finance from the University  of  Texas,  and  he  did  post-graduate
work  in  accounting  at  the  University  of  Houston.

Certain  Securities  Filings

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

The  Company  believes  that  Kent  Watts,  Bob  Hill,  Harry Briers, Bob Lewis,
Christopher St. Laurent and Lewis Ball have filed reports required under section
16(A).


21
<PAGE>
Item  10     EXECUTIVE  COMPENSATION

The  following  table  reflects  all  forms  of compensation for services to the
Company for the fiscal years ended June 30, 1997, 1998 and 1999 of the executive
officers  of  the  Company.  No  executive  officer  of  the  Company  received
compensation  that  exceeded  $100,000  during  2000.

<TABLE>
<CAPTION>
                              SUMMARY COMPENSATION TABLE

                             ANNUAL COMPENSATION             LONG TERM COMPENSATION

                                                              AWARDS        PAYOUTS

                                                                  SECURITIES
                                              OTHER               UNDERLYING            ALL
                                              ANNUAL  RESTRICTED   OPTIONS             OTHER
                                              COMPE-    STOCK        SARS       LTIP   COMPEN-
NAME AND PRINCIPLE           SALARY   BONUS  NSATION   AWARDS                 PAYOUTS  SATION
     POSITION         YEAR     $        $       $        $            #          $       $
<S>                   <C>   <C>      <C>     <C>      <C>         <C>         <C>      <C>
Kent Watts (1)
     Chief Executive  2000  100,000  $  -0-  $   -0-         -0-    15,000    $   -0-      -0-
     Officer          1999   84,000     -0-      -0-         -0-       -0-        -0-      -0-
     Chief Financial  1998   84,000     -0-      -0-         -0-       -0-        -0-      -0-
     Officer
</TABLE>

Chief  Executive  Officer  Compensation

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

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

<TABLE>
<CAPTION>
                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)

                 NUMBER OF    PERCENT OF TOTAL
                 SECURITIES     OPTIONS/SARS
                 UNDERLYING      GRANTED TO     EXERCISE OF
               OPTIONAL/SARS   EMPLOYEES IN     BASE PRICE   EXPIRATION
    NAME          GRANTED      FISCAL  YEAR       ($/SH)        DATE
<S>            <C>            <C>               <C>          <C>
Kent P. Watts
CEO                   15,000              1.5%  $      2.00    11/30/01
</TABLE>


22
<PAGE>
Director  Compensation

The  Company  does  not  currently pay any cash directors' fees, but it pays the
expenses  of  its  directors in attending board meetings. The board of directors
received  10,000,  2-year  stock  options  each  for a total of 50,000 for all 5
directors  with  a strike price of $5.9125 for their work on the FYE 2000 board.
On July 22, 2000, the strike price of these options was reduced to $3.000. There
have  been  no  director  meeting  expense  reimbursements  for  2000  and 1999.

Employee  Stock  Option  Plan

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

Options  to  purchase  1,620,000  shares  of  registered  common stock have been
approved  under  the  Plan.  Such  options  will  vest over a five-year or other
negotiated period and will have a strike at a price set at the time of grant and
based  on  the  then  current  market  value  of the stock. The President of the
Company  has the authority as given by the Board of Directors to negotiate stock
option  agreements with corporate consultants as well. As of September 21, 2000,
options  to  purchase  1,574,560  shares  have  been granted under this plan and
1,088,407 of these have been exercised. This leaves 486,153 shares granted under
employment  or  consulting  agreements  but  not  yet to be exercised and 45,440
shares  left to be granted pursuant to employment or consulting agreements. This
is  a  total  of  531,593  shares  available  under  the  plan  not  yet issued.

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

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


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

The  following  table sets forth certain information at September 22, 2000, 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              SHARES BENEFICIALLY OWNED
OWNER
                                                 Number       Percent
<S>                                           <C>             <C>
   KENT WATTS                                 1,040,000 (1)    7.550%
   2656 SOUTH LOOP WEST,
   SUITE 103
   HOUSTON, TEXAS 77054

   ROBERT J. HILL                               115,055 (2)    0.835%
   2656 SOUTH LOOP WEST,
   SUITE 103
   HOUSTON, TEXAS 77054

   HARRY JAMES BRIERS                           120,000 (3)    0.871%
   2656 SOUTH LOOP WEST,
   SUITE 103
   HOUSTON, TEXAS 77054

   BOBBY P. LEWIS                                10,700 (4)    0.077%
   2905 COUNTRY CLUB DRIVE
   PEARLAND, TEXAS 77478

   CHRISTOPHER D. ST. LAURENT                    10,000 (5)    0.073%
   ONE SUGAR CREEK CENTER,
   SUITE 1045
   HOUSTON, TEXAS 77478

   LEWIS E. BALL                                 62,560 (6)    0.454%
   2656 SOUTH LOOP WEST
   SUITE 103
   HOUSTON, TEXAS 77054

   EMERALD BAY INTERESTS LTD                  5,833,333 (7)   42.348%

   ALL DIRECTORS AND EXECUTIVE                1,565,330       11.364%
   OFFICERS AS A GROUP (6
   PERSONS)


24
<PAGE>
<FN>
(1)  This amount  includes  options to purchase 15,000 shares at $2.00 per share
     and options to purchase 10,000 shares at $3.00 per share.
(2)  This amount includes 3-year options to purchase 87,455 shares of the common
     stock of the  company  for a strike  price of $1.25  per  share  which  was
     granted 130,000 on July 23, 1997 and 9,600 on August 10, 1996.
(3)  This amount  includes  currently  exercisable  options to  purchase  10,000
     shares of common  stock of the  Company at an  exercise  price of $2.00 per
     share, and 10,000 options to purchase commons stock at $3.00 per share.
(4)  This amount includes  options to purchase up to 10,000 shares of our common
     stock at an exercise price of $3.00 per share.
(5)  This amount includes  options to purchase up to 10,000 shares of our common
     stock at an exercise price of $3.00 per share.
(6)  This amount includes currently  exercisable options to purchase up to 8,760
     shares of common  stock of the  Company  at an  exercise  price of $.75 per
     share,  currently  exercisable  options to purchase up to 33,300  shares of
     common  stock of the Company at an exercise  price of $1.25 per share,  and
     currently  exercisable  warrants to purchase up to 12,500  shares of common
     stock of the Company at an exercise price of $.51 price share.
(7)  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.
</TABLE>


25
<PAGE>
Item  12     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Our Board of  Directors  has adopted a policy  that all of our  affairs  will be
conducted by standards applicable to publicly-held corporations and that we will
not enter into any transactions or loans between us and our officers,  directors
and 5% shareholders, unless the terms are no less favorable than we could obtain
from  independent,  third parties,  and that these types of transactions must be
approved by our disinterested directors.

Michael Watts,  the brother of Kent Watts, was retained by us in April 1996 as a
consultant for acquisition strategy. We granted 275,000 stock options to Michael
Watts.  Our Board of Directors  renewed the  consulting  agreement  with Michael
Watts through March 2000. In December  1997, we amended the original  consulting
agreement to include a total of 375,000 currently  exercisable options which are
exercisable as follows:  1/3 of which are exercisable at a strike price of $.625
per share;  1/3 of which are  exercisable  at a strike price of $1.00 per share;
and 1/3 of which are  exercisable at a strike price of $1.375 per share.  All of
these options  expire on June 30, 2000. In April 1999, we granted  Michael Watts
an additional  350,000  options  exercisable at a strike price of $.50 per share
that  expire in March  2001,  pursuant to the  consulting  agreement.  Of these,
Michael Watts has previously  exercised  487,362  options,  and currently  holds
237,638 options exercisable at a strike price of $.50 per share.

During 1997, we sold a convertible  promissory note to Emerald Bay Interests LTD
for  $350,000.  The interest rate on the note was 10% and had a maturity date in
November 1997. At that time we were unable to pay off the note. In January 1998,
Emerald Bay  Interests LTD agreed to convert the note into  5,833,333  shares of
our common stock.  This resulted in Emerald Bay Interests LTD becoming a control
person of us.

In December 1998,  Kent Watts  purchased a convertible  promissory  note of ours
from a note holder. This note in the original principal amount of $25,000 had an
interest  rate of 9% per annum  and  matured  in May  1998.  We had not made any
payments of  principal  or interest on the note.  In May 1999,  we paid off this
promissory  note  to Kent  Watts  at a 50%  discount  to the  principal  balance
remaining   without  any  accrued   interest,   or  $12,500.   This  transaction
extinguished our debt under this promissory note.

In  September  1999,  we  sold  100%  of the  equity  of our  then  wholly-owned
subsidiary,  Wired  and  Wireless  Corporation,  to  Ted W.  Tarver,  one of our
then-directors who resigned as our director in connection with the sale of Wired
& Wireless to him. We had concluded that Wired & Wireless no longer fit into our
business  strategy.  The  consideration  we received for this  transaction was a
revenue  sharing  agreement  that  provides  that we  will  receive,  after  the
effective date of the sale, 7% of the gross revenues of Wired & Wireless for the
first $714,286 of its revenue,  5% of its next $1,000,000 in revenue,  and 3% of
its revenues thereafter.  The revenue sharing agreement further provides that in
the event a third  party  acquires  or merges  with Wired and  Wireless  we will
receive 10% of the  proceeds  from such a  transaction.  The Wired and  Wireless
subsidiary's  asset value  represented  approximately  17.9% of the consolidated
assets at September 30, 1999. We had a loss of $184,546 for fiscal year end June
30, 1999 of which  approximately  15%, or $27,625,  was  attributable  Wired and
Wireless.  The terms of the sale of Wired and Wireless Corporation to Mr. Tarver
were the result of  negotiations  between the parties,  however no appraisal was
done. All of the disinterested directors voted in favor of the sale.


26
<PAGE>
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
                27                      Financial Data Schedule

     (B)  REPORTS ON FORM 8-K

      None.

SIGNATURES

In accordance with the  requirements of Section 13 or 15(d) of the Exchange Act,
the  Registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on the 12th day of October 2000.

                        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:

Signature                    Title                        Date

/s/ Kent Watts               Chairman of the Board,       October 12, 2000
---------------------        Chief Executive Officer and
Kent Watts                   Chief Accounting Officer

/s/ Robert Hill              Director                     October 12, 2000
---------------------
Robert Hill

/s/ Harry J. Briers          Director                     October 12, 2000
---------------------
Harry J. Briers


27
<PAGE>
/s/ Christopher St. Laurent  Director                     October 12, 2000
---------------------
Christopher St. Laurent

/s/ Bobby P. Lewis           Director                     October 12, 2000
---------------------
Bobby P. Lewis


28
<PAGE>
<TABLE>
<CAPTION>
                                        HYPERDYNAMICS  CORPORATION
                                       Audited  Financial  Statements
                                      Index  To  Financial  Statements

                                                                                         PAGE
<S>                                                                                       <C>
Independent Auditor's Report                                                              F-2

Balance Sheets as of June 30, 2000                                                        F-4

Consolidated Statements of Income for the years ended June 30, 2000 and 1999              F-5

Statements of Changes in Stockholders' Equity for the years ended June 30, 2000 and 1999  F-6

Statements of Cash Flows for the years ended June 30, 2000 and 1999                       F-8

Notes to Financial Statements                                                             F-9
</TABLE>


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

September  12,  2000

To  the  Board  of  Directors  and  Stockholders
  HyperDynamics  Corporation
  Houston,  Texas

We  have  audited  the  accompanying consolidated balance sheet of HyperDynamics
Corporation  (a  Delaware corporation) and subsidiaries as of June 30, 2000, and
the  related  consolidated  statements of income, stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  financial  statements  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we 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.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position of HyperDynamics
Corporation  as of June 30, 2000, and the results of its operations and its cash
flows  for the year then ended, in conformity with generally accepted accounting
principles.


/s/ MALONE  AND  BAILEY,  PLLC
Houston,  Texas


                                      F-2
<PAGE>
                                JOHN B. EVANS II
                           CERTIFIED PUBLIC ACCOUNTANT
                            Three Riverway, Suite 120
                            Houston, Texas 77056-1909
                              Voice (713) 623-2898
                                Fax (713)960-8128
September  24,  1999

To  the  Board  of  Directors
  HyperDynamics  Corporation
  Houston,  Texas

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

I  conducted  my audit 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  audit  provides  a  reasonable  basis  for  my  opinion.

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


/s/ JOHN B. EVANS II


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                          HYPERDYNAMICS  CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2000

ASSETS
Current Assets

<S>                                                       <C>
  Cash                                                    $ 1,033,435
  Restricted certificate of deposit                           436,300
  Accounts receivable, net of allowance for
   doubtful accounts of $6,884                                537,193
  Inventory                                                   225,647
  Revenue interest                                             28,865
  Prepaid expenses                                             40,707
  Note receivable                                             400,000
  Other current assets                                         48,190
                                                          ------------
    Total Current Assets                                    2,750,337

Property and Equipment, net of accumulated
   depreciation of $54,916                                     52,268

Other Assets
  Intangible assets, net of accumulated
   amortization of $21,250                                     29,750
  Deposits                                                     20,632
                                                          ------------
      TOTAL ASSETS                                          2,852,987
                                                          ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable and accrued expenses                   $   418,478
  Dividends payable                                            44,826
                                                          ------------
    Total Current Liabilities                                 463,304
                                                          ------------

      TOTAL LIABILITIES                                       463,304
                                                          ------------

Stockholders' Equity
  Preferred stock, par value $.001; stated value
   $1,000; 20,000,000 authorized; 2,560 shares
   issued and outstanding                                           3
  Common Stock, par value $.001; 50,000,000 shares
   authorized; 13,021,821 shares issued and outstanding        13,022
  Additional paid in capital                                4,378,443
  Retained (deficit)                                       (2,001,785)
                                                          ------------
    Total Stockholders' Equity                              2,389,683
                                                          ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 2,852,987
                                                          ============
</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                          HYPERDYNAMICS  CORPORATION
                       CONSOLIDATED  INCOME  STATEMENTS
              For  the  Years  Ended  June  30,  2000  and  1999

                                                             (Restated)
                                                  2000          1999
                                              ------------  ------------
<S>                                           <C>           <C>

Revenues                                      $ 2,137,998   $   938,306
Cost of Revenues                                1,962,150       747,046
                                              ------------  ------------
      GROSS MARGIN                                175,848       191,260

Operating Expenses
  Selling                                         196,595        58,393
  General and administration                      472,890       259,324
  Startup costs for ITHost.net                    170,284
  Depreciation and amortization                    47,221        19,761
                                              ------------  ------------
    Total Operating Expenses                      886,990       337,478
                                              ------------  ------------
      OPERATING (LOSS)                           (711,142)     (146,218)

Other Income (Expense)
  Revenue sharing income                           18,162
  (Loss) on disposal of assets                    (12,316)       (7,972)
  Gain on sale of revenue sharing
   agreement                                       21,000
  Impairment loss on revenue interest
   received from sale of Wired and Wireless      (104,998)
  Interest (expense)                               (4,703)
  Interest income                                  46,749         1,461
  Other income                                        512
                                              ------------  ------------
    Total Other Income (Expense)                  (31,403)      (10,702)
                                              ------------  ------------
      LOSS FROM CONTINUING OPERATIONS            (742,545)     (156,920)

(Loss) from discontinued operations,
 net of income tax benefit of $0 and
 $0, respectively                                    (568)      (27,626)
Gain on sale of discontinued operations,
 Net of income tax benefit of $0 and
 $0, respectively                                 127,065
                                              ------------  ------------
      NET INCOME (LOSS)                          (616,048)     (184,546)
      Preferred dividends                         (50,084)
                                              ------------  ------------
NET INCOME (LOSS) AVAILABLE TO
  COMMON SHAREHOLDERS                         $  (666,132)  $  (184,546)
                                              ============  ============

Income (loss) per common share
  Continuing operations                       $      (.05)  $      (.01)
  Discontinued operations                     $       .01
Weighted average shares outstanding            12,609,770    12,264,945
</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                   For the Years Ended June 30, 2000 and 1999


AS RESTATED

                                     PREFERRED        COMMON    PREFERRED     COMMON
                                        SHARES        SHARES       AMOUNT     AMOUNT
                                  ------------  ------------  -----------  ---------
<S>                               <C>           <C>           <C>          <C>
BALANCES, June 30, 1998                           12,208,321               $ 12,208

  Common stock issued
   for cash                                          201,182                    201

Net (loss)
                                                ------------               ---------
BALANCES, June 30, 1999                           12,409,503                 12,409

  Common stock issued
   for cash                                          428,000                    428
   cashless exercise of
     options                                          27,600                     28

  Issuance of stock options
   and warrants

  Repurchase and cancellation
   of common stock purchased
   on the open market                               (68,500)                    (69)

  Sale of convertible Preferred
   Stock Series A, net                  3,000                 $     3.00

  Preferred stock dividends

  Conversion of preferred stock
   to common stock                       (440)      222,541   $     (.44)       223

  Payment of preferred
   stock dividends in
   common shares                                      2,676                       3

Net (loss)

                                  ------------  ------------  -----------  ---------
BALANCES, June 30, 2000                 2,560    13,021,820   $     2.56   $ 13,022
                                  ============  ============  ===========  =========
</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                   For the Years Ended June 30, 2000 and 1999
                                   (Continued)

AS RESTATED
                                     ADDITIONAL
                                        PAID-IN       RETAINED
                                        CAPITAL      (DEFICIT)       TOTALS
                                  -------------  -------------  ------------
<S>                               <C>            <C>            <C>
BALANCES, June 30, 1998           $  1,567,500   $ (1,201,191)  $   378,517

  Common stock issued
   for cash                            142,424                      142,625

Net (loss)                                           (184,546)     (184,546)
                                  -------------  -------------  ------------
BALANCES, June 30, 1999              1,709,924     (1,385,737)      336,596

  Common stock issued
   for cash                            228,070                      228,498
   cashless exercise of
     options                               (28)

  Issuance of stock options
   and warrants                         25,106                       25,106

  Repurchase and cancellation
   of common stock purchased
   on the open market                 (143,764)                    (143,833)

  Sale of convertible Preferred
   Stock Series A, net               2,604,187                    2,604,190

  Preferred stock dividends            (50,084)                     (50,084)

  Conversion of preferred stock
   to common stock                        (223)

  Payment of preferred
   stock dividends in
   common shares                         5,255                        5,258

Net (loss)                                           (616,048)     (616,048)

                                  -------------  -------------  ------------

BALANCES, June 30, 2000           $  4,378,443   $ (2,001,785)  $ 2,389,683
                                  =============  =============  ============
</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements


                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the Years Ended June 30, 2000 and 1999

                                                                     (Restated)
                                                            2000          1999
                                                   -------------  ------------
<S>                                                <C>            <C>
Cash flows from operating activities
  Net (loss)                                       $   (616,048)  $  (184,546)
Adjustments to reconcile net (loss) to cash
 provided from operating activities
  Depreciation and amortization                          47,221        25,761
  Loss on disposition of assets                          12,315         7,972
  (Gain) on sale of revenue sharing agreement           (21,000)
  (Gain) on sale of discontinued operations            (127,065)
  Impairment loss on assets received from
   from sale of subsidiary                              104,998
  Writedown of capitalized intangible asset               6,755
  Intrinsic value of options issued for services         25,106
  Loss from discontinued operations                         568        26,726
Changes in:
  Accounts receivable, net                             (852,506)      (44,526)
  Accounts receivable - other                            25,012
  Inventory                                            (173,687)      (12,452)
  Collection of revenue interest                          1,263        45,800
  Prepaid expenses                                      (37,359)
  Other current assets                                  (48,190)
  Accounts payable and accrued expenses                 353,343        18,947
                                                   -------------  ------------
    NET CASH (USED) BY OPERATING ACTIVITIES          (1,324,286)      (91,306)

Cash flows from investing activities
  Purchases of property and intangibles                  (9,336)      (72,509)
  Cash investment in discontinued operations             (6,566)      (28,192)
  Proceeds from sale of revenue interest                 85,500
  Security deposit paid                                 (20,632)
  (Increase) decrease in restricted cash               (436,300)       94,000
                                                   -------------  ------------
    NET CASH (USED) BY INVESTING ACTIVITIES            (387,334)       (6,701)

Cash flows from financing activities
  Proceeds from sale of common stock                    228,498       142,625
  Proceeds from sale of preferred stock               2,604,190
  Purchases of common stock                            (143,833)
                                                   -------------  ------------
    NET CASH PROVIDED BY FINANCING ACTIVITIES         2,688,855       142,625
                                                   -------------  ------------
Net increase in cash                                    977,235        44,618
    CASH AT BEGINNING OF PERIOD                          56,200        11,582
                                                   -------------  ------------
    CASH AT END OF PERIOD                          $  1,033,435   $    56,200
                                                   =============  ============

SUPPLEMENTAL DISCLOSURES
  Interest paid in cash                                          $      4,703
</TABLE>

                 See accompanying summary of accounting policies
                        and notes to financial statements


                                      F-8
<PAGE>
                            HYPERDYNAMICS CORPORATION
                   NOTES CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of  business.  Hyperdynamics  Corporation  ("Company"),  was  a  Texas
corporation  formed  in  March  1996.  The  Company  sells and supports computer
hardware  and  software.

During the fiscal year ended June 30, 1998, the Company began operations through
a  wholly-owned  subsidiary,  Wired  and  Wireless  Corporation  ("Wireless").
Wireless  was  sold  in  September  1999.  Another  wholly-owned  subsidiary,
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 of the Company.  Significant inter-company accounts
and  transactions have been eliminated.  The Company's financial statements have
been  restated  to  reflect  the  divestiture  of  Wireless.

Estimates  and  assumptions.  Preparing  financial statements in conformity with
generally  accepted  accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue
and  expenses  at  the  balance sheet date and for the period then ended. Actual
results  could  differ  from  these  estimates.

Restricted cash is a certificate of deposit at a bank to back a letter of credit
for  construction  of the Company's new facility.  The CD matures on May 9, 2001
and  accrues  interest  at  6.6%  annually.

Revenue  and  cost  recognition.  Revenue  from  consulting  is  recognized when
services  are rendered.  Revenue from hardware and software sales are recognized
when  goods  are  shipped.  Advertising  costs  are  expensed  as  incurred.

Accounts  receivable are written down to the estimated collectible amount in the
opinion  of  management.  The  allowance  for  bad debts as of June 30, 2000 was
$6,884.

PREPAID EXPENSES CONSISTS OF $14,584 PREPAID ON A PUBLIC RELATIONS CONTRACT THAT
EXPIRES  IN  JANUARY  2001,  $21,123  PREPAID  RENT,  AND  A $5,000 ADVANCE TO A
DIRECTOR  USED  DURING  SEPTEMBER  2000.

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

Other  current assets includes a $43,988 return merchandise authorization from a
vendor,  which was collected in July 2000, and $4,202 accrued interest income on
the  restricted  CD,  which  is  expected  to  be  received  in  May  2001.


                                      F-9
<PAGE>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Property  and  Equipment.  The  Company  calculates  depreciation  for financial
reporting  using  the  straight-line method over the useful lives of the assets.
A  summary  of  property  and  equipment  is  as  follows:

Software                          3 years  $ 35,069
Office equipment and furniture    5 years    31,940
Leasehold improvements            5 years    40,175
                                           ---------
       Total cost                           107,184
Less:  accumulated depreciation             (54,916)
                                           ---------
       Net carrying value                  $ 52,268
                                           =========


Intangible  Property  consists  of  a  customer  list  purchased in May 1998 for
$51,000, net of accumulated amortization of $21,250.  Amortization is calculated
on  a  straight-line  basis  over  5  years.

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 121,
Impairment  of  Long-Lived  Assets,  by  reviewing  such  assets  for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may  not  be  recoverable.

Accounts  payable  and  accrued  expenses:

       Accounts payable                  $ 374,023
       Accrued payroll and payroll tax       4,398
       State sales tax payable              40,057
                                         ---------
                                         $ 418,478
                                         =========

Income  taxes are computed using the tax liability method of accounting, whereby
deferred  income  taxes  are  determined  based on differences between financial
reporting  and  tax  bases  of assets and liabilities and are measured using the
enacted  tax  rates  that  will  be  in  effect  when  the  differences reverse.

Startup  costs  for ITHost.net consist of training costs for the new information
technology  center that will open in fiscal 2001.  The IT center will operate as
a  information  services  provider  to  businesses  who  wish to outsource their
technology  needs.

Stock options are accounted for by following Accounting Principles Board Opinion
No.  25,  Accounting for Stock Issued to Employees, and related interpretations,
and by following Statement of Financial Accounting Standards No. 123, Accounting
for  Stock  Based  Compensation,  which established a fair-value-based method of
accounting  for  stock-based  compensation  plans.

Loss  per  share is reported under Statement No. 128 of the Financial Accounting
Standards  Board  (FAS  128"),  which  requires  the  calculation  of


                                      F-10
<PAGE>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

basic  and  diluted  earnings  per  share.  Basic earnings per share exclude any
dilutive  effects  of  options,  warrants,  and  convertible  securities.

Diluted  earnings  per  share  are  not  shown here because such effect would be
anti-dilutive.

Cash  and  cash equivalents include all highly liquid investments purchased with
original  maturities  of  three  months  or  less.

Non-cash  transactions include the conversion of $400,000 in accounts receivable
to  a  note  receivable.

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


NOTE  2  -  CONCENTRATION  OF  CREDIT  RISK

The  Company  maintains  significant  deposits  at  one bank located in Houston,
Texas.  As  of  June  30,  2000,  the  Company  had  $494,128 on deposit, before
deducting  outstanding  checks,  and only $100,000 is insured under federal law.
Additionally, the Company owns shares in various money market funds at brokerage
firm,  and money market funds are not insured under federal law.  As of June 30,
2000,  the  value  of  these  funds  totaled  $1,029,168.


NOTE  3  -  NOTE  RECEIVABLE

On  September  27,  2000,  the  major  customer of the Company, Malachi Mattress
America,  Inc., ("Malachi") converted $432,439 of then-outstanding invoices into
a  note  receivable  in  the  amount  of  $400,000.  These invoices were all for
services  performed and recognized by the Company as of June 30, 2000.  The note
receivable  accrues interest at 10% annually.  Interest is payable quarterly and
the  unpaid  principal  and interest is due on March 27, 2001.  Accordingly, the
Company  recognized  the  $32,439 discount given to Malachi as a bad debt in the
year  ended  June  30,  2000  and  has  recorded  the  note  as a current asset.


NOTE  4  -  SALE  OF  REVENUE  INTEREST

In  May  1997,  the  Company  purchased  a 4% revenue interest in the Sierra-Net
subsidiary  of  Internet  Finance & Equipment, Inc. by issuing 177,000 shares of
stock  valued  at  $177,000.  Since  that  time,  the Company has been receiving
expected  cash  flows and amortizing its carrying value appropriately.  On March
6, 2000, substantially all assets of Sierra-Net were purchased by M&A West, Inc.
(stock trading symbol "MAWI"), for cash and MAWI stock. Sierra-Net may only sell
1/6  of  the  shares per month during the first six months after the MAWI shares
are  registered  (the "lock-up period").  As of September 12, 2000, these shares
had  not  been  registered.


                                      F-11
<PAGE>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  4  -  SALE  OF  REVENUE  INTEREST  (Continued)

This sale includes a "put" provision whereby Sierra-Net can demand repurchase of
its MAWI stock for $16.25 per  share.  The  provision  expires at the end of the
lock-up  period.  If Sierra-Net  exercises  this  provision,  MAWI may refuse to
repurchase  the  stock and  Sierra-Net  can then  elect to  rescind  the  entire
transaction and return the MAWI shares and all of the cash received up front. As
of  September  12,  2000,  these  shares  were  trading  at around $6 per share.
According to the May 1997 agreement, the Company's share of any Sierra-Net asset
sales is 19%, and accordingly,  the Company received $85,500 as its share of the
cash received by Sierra-Net. $73,500 of this cash is shown as a reduction of the
remaining  $93,365  carrying  value of the Sierra-Net  Revenue  Interest and the
remaining  $12,000 was  recognized  during the fiscal year ended June 30,  2000.
Profit will be recognized  on this  transaction  commensurate  with the previous
monthly  revenue  stream  until the "put"  provision  expires.  Accordingly,  an
additional  $9,000 of gain was  recognized  during the year ended June 30, 2000.
This corresponds to $21,000, or $3,500 per month over six months.


NOTE  5  -  SALE  OF  WIRED  AND  WIRELESS

In  September  1999,  the  Company  sold its Wireless subsidiary to the Wireless
founder  in  exchange  for  a  5% net revenue interest. This asset was valued at
$100,000  and  Wireless'  net  book  value  at  that time was a deficit $27,065,
resulting  in  a  recorded  gain on sale of $127,065.  Cash flows received since
that  date  total $4,515, and the principal balance of $100,000 was amortized by
$669.  In November 1999, a hunting accident severely injured the founder and key
employee  of  Wireless.  The  balance  of  the  revenue  interest  and  a  minor
receivable  of  $5,667  have been written off as of June 30, 2000, because there
have  been  no revenues since the accident, and the asset is contingent upon the
recovery  of  the  founder  and  successful  rebuilding  of  the  business.


NOTE  6  -  LETTER  OF  CREDIT

On  May  10, 2000, the Company entered into a letter of credit for $436,300 with
Frost  Bank expiring on May 10, 2001.  The purpose of the letter of credit is to
guarantee  the  funding  of construction draws for the buildout of the Company's
new  office space.  The letter of credit is guaranteed by security interest in a
certificate  with  deposit  with  Frost  Bank that may not be redeemed until the
letter  of credit expires.  There were no draws against this letter of credit as
of June 30, 2000 nor as of September 12, 2000, the date of our report.  See note
12.


NOTE  7  -  INCOME  TAXES

Income  taxes are not due since the Company has had losses since inception.  The
Company  has  net  operating losses of $610,000 and $180,000 in tax in the years
ended  June  30,  2000 and 1999, respectively.  As of June 30, 2000, the Company
had  approximately  $1,910,000  in unused net operating loss carryforwards which
expire  $640,000  in  2012,  $550,000  in  2013,  $110,000  in


                                      F-12
<PAGE>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  7  -  INCOME  TAXES  (Continued)

2014,  and $610,000 in 2015.  Internal Revenue Section 382 restricts the ability
to  use these carryforwards whenever an ownership change as defined occurs.  The
Company  incurred such an ownership change on January 14, 1998, when $350,000 of
debt was converted to 5,833,333 shares of stock, which then represented 50.7% of
total  outstanding  shares.  As a result of this ownership change, the Company's
Net  Operating loss as of January 14, 1998 of $940,000 is restricted to $151,000
per  year.  Losses  occurring  after  that  date  are  not  restricted.


NOTE  8  -  PREFERRED  STOCK

In  January 2000, 3,000 shares of Series A preferred stock was sold to investors
for  $3,000,000.  Expenses  of  the  offering totaled $395,810, resulting in net
proceeds  of  $2,604,190.  The preferred stock is convertible into the Company's
common  stock  at  a  price  of the lower of the trading price when purchased at
$5.25  or 80% of the current 5 day trading average. All or portions of the 3,000
shares  outstanding  may be converted at any time, and all shares outstanding as
of  January  30, 2002 will be automatically converted.  300,000 warrants with an
exercise price of $5.9125 (reduced to $3 per share effective July 21, 2000) were
issued  to  the  investors  in  connection  with  this offering and warrants for
300,000  shares  with  an  exercise  price  of  $7.095 were issued to promoters.

The  preferred  stock  is  non-voting  and  pays  dividends  of 4%,  payable  at
conversion  in  either  cash or shares of  common  stock.  As of June 30,  2000,
$50,084 in dividends were earned, of which $5,255 were paid with the issuance of
2,677 shares of common stock in conjunction with the conversion of 440 shares of
the preferred  stock to 222,541  shares of common stock during  April,  May, and
June  2000.  The  remaining  dividends  earned,   $44,826,  have  been  accrued.
Additional conversions occurred in July and August 2000: 130 shares of preferred
were cancelled and 376,253 shares of common stock were issued.


NOTE  9  -  COMMON  STOCK

Common  stock  was  issued  pursuant  to the exercise of options during the year
ended  June 30, 2000.  $228,502 was collected for the issuance of 432,000 shares
of  common stock. Additionally, an officer of the company elected to exercise an
option  to  purchase  40,145  shares  at an exercise price of $1.25 per share or
$50,181  total purchase price.  The Company repurchased 12,545 of his previously
owned  shares  at  $4  per share, the then market price.  This offset the entire
amount  due  from the officer, in effect resulting in a cashless exercise by the
officer  of  27,600  net  shares  issued.

On April 18,2000, the Board authorized the repurchase of up to 500,000 shares of
Company  stock  on  the  open  market  at a price not to exceed $2.50 per share.
Between  that  date  and  June  30,  2000, 68,500 shares had been repurchased at
prices  ranging  from  $2.50  to  $1.50 per share, for a total cost of $143,833.
These  shares  have  been  deemed  cancelled  as  of  June  30,  2000.


                                      F-13
<PAGE>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  10  -  STOCK  OPTIONS  AND  WARRANTS

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

The Company uses the intrinsic value method of calculating compensation expense,
as described and  recommended  by APB Opinion 25, and allowed by FASB  Statement
123. During the year ended June 30, 2000,  $25,106 in  compensation  expense was
recognized for the issuance of 177,015 options and warrants  ranging in exercise
price from $.75 to $1.25 per  share,  because  these  option  prices  were below
market  prices at the date of grant.  During the year ended  June 30,  1999,  no
compensation  expense was  recognized  for the issuance of options and warrants,
because no option prices were below market prices at the date of grant.  Options
and warrants to purchase  1,107,500 shares of common stock that had no intrinsic
value were issued during the year ended June 30, 2000. In addition,  459,600 and
78,182  options were exercised and 219,560 and 0 shares expired in 2000 and 1999
respectively   As  of  June  30,   2000,   300,000   outstanding   warrants  are
noncompensatory.  The  balance  of the  outstanding  warrants  and  options  are
payments for consulting and professional services. Summary information regarding
options and warrants is as follows:

<TABLE>
<CAPTION>
                                         Weighted                  Weighted
                                         average                   average
                             Options   Share Price   Warrants    Share Price
                           ----------  -----------  -----------  -----------
<S>                        <C>         <C>          <C>          <C>
Year ended June 30, 1999:
Granted and outstanding      948,661   $       .88     425,850   $       .59
   Exercised                 (78,182)          .70
                           ----------  -----------  -----------
Outstanding at
   June 30, 1999             870,479           .90     425,850           .59
Year ended June 30, 2000:
  Granted                    267,015          1.18   1,017,500          3.43
  Exercised                 (372,145)          .68    (100,000)          .50
  Expired                   (134,515)         1.21     (72,500)         1.02
                           ----------  -----------  -----------  -----------
Outstanding at
  June 30, 2000              630,834   $      1.47   1,270,850   $      3.57
                           ==========  ===========  ===========  ===========
</TABLE>


                                      F-14
<PAGE>
<TABLE>
<CAPTION>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  10  -  STOCK  OPTIONS  AND  WARRANTS  (Continued)

  Options outstanding and exercisable as of June 30, 2000:

                        - - Outstanding - -    Exercisable
                           Number Remaining         Number
  Exercise Price        of Shares      life      of Shares
                        ----------  ---------  -----------
<S>                     <C>         <C>        <C>
     $   .50             308,819    1 years       308,819
         .50              50,000    2 years        50,000
         .75               8,760    1 years         8,760
        1.00               5,000    1 years         5,000
        1.25             120,755    1 years       120,755
        1.25               6,000    2 years         6,000
        2.00              51,500    2 years        16,500
        5.91              50,000    2 years        50,000
        5.91              30,000    3 years        30,000
                        --------                  -------
                         630,834                  595,834
                        ========                  =======

  Warrants  outstanding and exercisable as of June 30, 2000:

                         - - Outstanding - -   Exercisable
                            Number  Remaining       Number
  Exercise Price         of Shares       life    of Shares
                        ----------  ---------  -----------
       $ .50               308,819    1 years      308,819
         .50                50,000    2 years       50,000
         .75                 8,760    1 years        8,760
        1.00                 5,000    1 years        5,000
        1.25               120,755    1 years      120,755
        1.25                 6,000    2 years        6,000
        2.00                51,500    2 years       16,500
        5.91                50,000    2 years       50,000
        5.91                30,000    3 years       30,000
                        ----------             -----------
                           630,834                 595,834
                        ==========             ===========
</TABLE>

Had  compensation  cost  for  the  Companys  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  Companys  net  losses  and  loss per share would have been
increased  to  the  pro  forma  amount  indicated  below:

<TABLE>
<CAPTION>
    (in thousands)                                     2000        1999
                                               ------------  ----------
<S>                                            <C>           <C>
   Net loss available for common
     shareholders               -As reported   $  (666,132)  $(184,546)
                                  -Pro forma    (2,516,212)   (640,323)
   Net loss per share           -As reported   $     (0.05)  $   (0.02)
                                  -Pro forma         (0.20)      (0.05)
</TABLE>


                                      F-15
<PAGE>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  10  -  STOCK  OPTIONS  AND  WARRANTS  (Continued)

Variables  used  in  the  Black-Scholes  option-pricing  model  include (1) 5.0%
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.


NOTE  11  -  MAJOR  CUSTOMERS  AND  VENDORS

A  summary of significant customers and vendors for the year ended June 30, 2000
together  with  their  respective size as a percent of total sales and purchases
follows:

<TABLE>
<CAPTION>
                                      2000 Volume  % of Total
                                      -----------  ----------
<S>                                   <C>          <C>
Sales
    Mattress Mattress America, Inc.   $ 1,503,634         71%

Purchases
    Great Plains Software             $   939,215         57%
    Ingram Micro                          351,280         21%
    Arrow Electronics                     242,358         11%
</TABLE>


NOTE  12-  COMMITMENTS  AND  CONTINGENCIES

The  Company  is  liable  on  its current office lease for $3,065 per month on a
month-to-month lease.  Lease expense for the years ended June 30, 2000 and 1999,
respectively,  totaled  $36,678  and  $34,321.

The  Company  signed  a  lease  for  additional  space  for  its new Information
Technology ("IT") center during May 2000.  The lease term is ten years and there
are  two five-year renewal options.  The base rent is $0 for months 1-6, $17,775
for  months  7-54,  and  $20,632  for  months  55-120.  Additional  Common  Area
Maintenance charge will be assessed.  The commencement date for rent is November
1,  2000.  At  June  30,  2000,  future  minimum  payments  are $35,550 in 2001,
$213,304  per  year in years 2002-2005, $236,156 in year 2006, $247,585 per year
in  years  2007-2010,  and  185,688  in  2011.

On  August  31,  2000,  the  Company engaged a general contractor to perform the
buildout  of  the  IT center.  The total price of the buildout, including design
fees,  is  expected  to be $827,011, of which the landlord will pay $334,720 and
the  Company  will pay $492,291.  The new facility is expected to be ready as of
November 1, 2000.  No costs associated with the buildout had been incurred as of
June  30,  2000.

The  Company entered into an employment contract in July 1999 with its CEO/ CFO.
Under  this  contract,  the  Company  will pay $100,000 per year in salary.  The
contract  expires  on  June  30,  2001.


                                      F-16
<PAGE>
                       HYPERDYNAMICS  CORPORATION
               NOTES  CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

NOTE  13  -  SUBSEQUENT  EVENTS


The  Company  announced  its  plans  to  make an exchange offering to its common
shareholders  on  August  31,  2000.  100 common shares may be exchanged for one
unit  consisting  of one share of 9% series B redeemable preferred stock (stated
value  $200),  100  redeemable Class A warrants with exercise price of $1.35 per
share expiring 7.2 years from the date of issue, 100 redeemable Class B warrants
with exercise price of $1.35 per share expiring 15 years from the date of issue,
and  100  redeemable  Class  C  warrants  with exercise price of $1.35 per share
expiring  22.2  years  from  the  date  of  issue.


                                      F-17
<PAGE>