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, 2002

                                       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.)

                           9700 Bissonnet, Suite 1700
                              Houston, Texas 77036
          (Address of principal executive offices, including zip code)

                                 (713) 353-9400
              (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, 2002 were $355,628. The aggregate
market  value  of  Common  Stock  held  by  non-affiliates  of the registrant at
September  27,  2002,  based upon the last reported sales prices on the OTCBB of
$0.28      was  $5,204,208.  As  of  September  27,  2002, there were 21,231,971
Shares  of  Common  Stock  outstanding.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                <C>
PART I

    Item 1  Business                                                                3

    Item 2  Properties                                                              8

    Item 3  Legal Proceedings                                                       9

    Item 4  Submission of Matters to a Vote of Security Holders                     9

PART II

    Item 5  Market for Registrant's Common Equity and Related Stockholder Matters  10

    Item 6  Management's Discussion and Analysis of Financial Condition and
            Results of Operations                                                  14

    Item 7  Financial Statements                                                   18

    Item 8  Changes in and Disagreements With Accountants in Accounting and
            Financial Disclosure                                                   18

PART III

    Item 9   Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of The Exchange Act                     19

    Item 10  Executive Compensation                                                21

    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>


                                        2
<PAGE>
PART  I

ITEM  1     Business

Focus Shift to Seismic Data Management, and Oil and Gas Exploration

Out  of  necessity  resulting  from  a  dramatic downturn in the IT services and
related  communications  industries,  and  the design of a basic diversification
strategy,  we  transitioned  our focus this year. In the most general sense, the
company  leveraged  its  resources  away  from a troubled IT services market and
diversified  to  a  more  clear  cut vertical focus in the arena of seismic data
management  within  the  oil  and  gas exploration industry. This shift of focus
began  after the acquisition of SCS Corporation in May of 2001. This resulted in
the  addition  of  Oil  and  Gas industry based service revenues associated with
seismic  data  management  to  our  revenue  base.

The  necessity  to  vertically  focus  and  diversify  began when we experienced
serious  problems  in  the transition regarding the time it took for our mission
critical  fiber  to  be  installed  at  the  new  facility  in 2001. The Company
encountered  unforeseen  delays in moving into its new facility while the entire
ITSP  industry  was  encountering  major  difficulties.  The  need  for vertical
diversification away from general ITSP services was accented dramatically during
the  year  with  the  literal  downfall  of  so  many once viable communications
companies  including  such  name  brands  as  Worldcom,  as  one  example.

ITSP  business  model  re-prioritized  and  placed  on  hold

As  required  by  the  companies ITSP business plan, in January 2000 the Company
raised approximately $3,000,000 in capital from preferred stock series A holders
with  a  commitment  to  raise  eight  million  dollars ($8,000,000) altogether.
According  to  the  plan  a  substantial  portion of this initial $3,000,000 was
immediately  allocated  for  required ITC infrastructure.  Following the initial
receipt  of  the  three  million  dollars  that netted the Company approximately
$2,600,000  in  cash,  it  was  subsequently  determined  that  the  additional
commitment for the required five million in additional equity financing was part
of  a  sham.  Based  on  allegations  brought  forth  and additional information
discovered  after  the  litigation was filed, it is now clear to management that
the  Company  never  had a chance to raise sufficient capital and was in essence
prevented  from  raising  the  capital  necessary to properly implement the ITSP
business  model in 2000 and 2001. These and other serious issues resulted in the
Company's  counter  lawsuit  (Item  3 Legal Proceedings) filed during the fiscal
year.  The  Company  believes  that  the  Preferred Stock, series A shareholders
prevented  us  from  raising the additionally required capital necessary to make
our Hypersource service model operationally viable. The lack of that planned-for
capital  resulted  in  no funds available for product and service development or
marketing  and  sales.  As  a  result,  the  Company  failed to obtain minimally
required  core ITSP business at the Company's new facility in 2000 and 2001. The
original  plan  was  to  raise  a  minimum of eight million dollars ($8,000,000)
necessary  to  build  and sustain a reasonable core block of operational service
business  for  its  new  Integrated Technology Center (ITC). Obtaining this core
block  of  business  was to be accomplished while reflecting a reasonably liquid
balance  sheet  necessary  to  exude  the appropriate level of confidence to our
potential  customers  and  giving  them  a comfort level to enter into long-term
service  contracts  with  us.  Since  the  ITSP  business model included a basic
strategy  to  become  the  entire  IT  service  arm  for  its  customers, it was
imperative that Hyperdynamics financials showed this serious financial stability
and  it  was always an integral part of our plan to be able to do so. During the
fiscal  year several potential contracts were lost and never came to fruition as
a  result of the cash position and stability reflected in its financial position
and  result  of  operations.  Consequently, we were not seriously considered for


                                        3
<PAGE>
significant  service business as a direct result of being prevented from raising
the  additional  required  capital  pursuant  to  the  business  plan.

In  addition  to  the lack of capital required for the successful ramp up of the
ITSP  business  model  a dramatic downturn in the communications and IT services
industry  made  it  almost  impossible  to close significantly more business and
increase  revenues  for  this  targeted  sector  of  the Company's business. The
dramatic curtailment of required capital as discussed above and the faltering of
the  ITSP  industry, including communication and technology companies as a whole
made  it  clear  to  management that we must try to position ourselves to obtain
core  business  in  other  creative  ways.

A  plan  was  born  to  leverage  our infrastructure and shift our service focus
towards  vertical  industries.  Thus,  after  the  acquisition of SCS, a natural
vertical  focus was placed on the tape transcription business being developed by
the  newly  acquired  SCS  Corporation  and  ultimately the ITSP business model,
although  still  believed  to have future potential, has been placed on hold and
de-emphasized.  Instead,  the  ITC  infrastructure  has  now  been redirected to
support  the  developing tape transcription and seismic data management business
of  SCS  Corporation,  our  wholly  owned  subsidiary.

Acquisition of SCS Corporation and Leveraging of ITC Infrastructure

The  Company  implemented a significant diversification strategy on May 31, 2001
by  closing  its acquisition of SCS Corporation. This acquisition was a critical
and  strategic  transaction  that  has  significantly strengthened us, giving us
substantial  vertical  industry  expertise  in  the  area  of  Geophysical  Data
Management.  Neil  Moore, President for SCS Corporation and Robert Bearnth, Vice
President,  have  many  years  of  experience  in  the  Oil  and Gas Exploration
industry. Robert Bearnth is both a Geologist and Geophysicist and has worked for
major  oil  companies  including  Exxon  and  Saudi-Aramco.

The  acquisition  of SCS Corporation also allowed us to justify and leverage our
investment  in  our  Integrated Technology Center (ITC). It is important to note
that,  although  the  ITSP  business  model  has  been  put  on  hold,  the same
infrastructure  planned  to  support that business model is ideal for supporting
many  others  including  our  diversification  into geophysical data management.
Indeed  we  believe  that  without  the ITC, that we would not have been able to
attract the acquisition of SCS Corporation at all. Neil Moore viewed the ITC and
its  capabilities as a major reason to be acquired based on the capabilities and
ability  to  fulfill  service  contracts  in  the  geophysical  data  management
industry.

Tape  transcription  business  and  related  marketing  strategies

During  the  year  SCS  Corporation  closed  its  first major tape transcription
contract  to  transcribe  the  seismic  data  located  in Houston, Texas for the
country  of  Trinidad  and Tobago. Beginning operationally in April, the company
has increased its production on this contract and other smaller jobs every month
through  the  month  of  August  2002.  In  September,  revenue  numbers dropped
temporarily  as  a  result  of  a  logistical  problem  that was solved in early
October.  However, the missed revenue for the dip in September will be recovered
in  future  periods  going  forward.

Additionally,  through  the  work  of  Geoserv  Marketing as a consultant, Harry
Briers, the Company's Executive Vice President, and Neil Moore, SCS's President,
new  marketing  materials  and  strategies  to  provide  turnkey  solutions  for
maximizing  oil  company  investments  in  their seismic data have emerged. This
long-term,  turnkey service is marketed as its NuDataTM services. As a result we
are  seeing  a  growing  forecast trend for significant long-term transcription,
conversion,  and  data  management projects with several major oil companies. We


                                        4
<PAGE>
are  actively customizing programs for these potential customers and continually
moving  towards  closing  more  significant  contracts in the near future partly
resulting  from  smaller  projects  that we have already successfully performed.

Development  of  SCS  NuDataTM  Management  System

On  September  13,  2002 we acquired the copyrights and all rights to the source
code  of  the ONYX and ONYXII related conversion and transcription software. The
software  is  instrumental  in  providing  the  technical capabilities to handle
virtually  any  type of tape transcription and data conversion service. The ONYX
software establishes a major competitive advantage for us as a primary component
for  our SCS NuDataTM Management System. The ONYX software has been developed by
us  over the last five years and the Company is in the process of completing its
latest  version  of  the software to more fully take advantage of Microsoft's 32
bit  Operating  Systems  such  as  Windows 2000 and Windows XP and future 64 bit
operating  systems  as  technology  advances.  As the primary cornerstone of our
NuData  Management  System,  ONYX  facilitates  over  120 different tape formats
including  such  common  formats  like  SEG A,B,C, or D, Western Code 4.2 and 1,
Geocore  4,  and Tempest, to name a few. These formats are converted to the more
standard  SEG-Y  format  and  then  consolidated  to  DVD.  Features  of  the
NuData(TM)Management  System  in  addition  to  the  ONYX  based  conversion
capabilities  include:

     -    A  custom  and  unique  tape  tracking  system  tightly monitoring and
          managing  the  transcription process and database to organize and keep
          track  of  all  the  data associated with a particular line or area of
          seismic  data.

     -    Bundled services to scan well logs, maps and other related information
          to  PDF  format  and consolidate such related data on the same disk or
          DVD  as  the  converted  seismic  data.

     -    Quality assurance is assured. Data sets are catalogued in the NuDataTM
          database  and  then  compared  to  client's database and reconciled to
          NuDataTM  database.

     -    Once consolidated on DVD, there are many different data management and
          backup  solutions  available  for online virtual private network (VPN)
          access  established privately for a client, to high speed transmission
          from  Hyperdynamics transcription facility to the customer across high
          bandwidth  capacity  connection.

The  Company  plans to continue to develop new features to maximize the value of
our  NuDataTM  Management  System.  When  coupled  with  our  extensive industry
experience, the NuDataTM Management System allows us to consolidate and organize
our  client's  seismic  data  in ways to save them substantial amounts in future
data  maintenance  expenses.  We  can  dramatically  enhance  our  customer's
accessibility  and utility of their seismic data thereby enhancing their ability
to  find  new  O&G reserves faster and at a lower cost. In Summary, the NuDataTM
Management  System  makes  our  clients  data  much  more  secure,  accessible,
manageable,  and  portable  all  while  saving  them significant time and money.

Guinea  Hydrocarbon  Resource  Corporation

In  March  2002 SCS Corporation (SCS), our wholly owned subsidiary, entered into
an agreement with USOil Corporation (USOil). USOil approached SCS with a request
for  assistance  in meeting the requirements for oil and gas exploration that it
had  regarding  a 1995 Revenue and Production Sharing Agreement (1995 RPSA) that
they  had  signed  with The Republic of Guinea (Guinea) in West Africa. Mr. Neil
Moore,  President for SCS, had years of geological and geophysical experience in
exploring  and  studying  offshore  territories  including West Africa, in years
past.  Upon a cursory review of older seismic data originally acquired by USOil,


                                        5
<PAGE>
Mr.  Moore  rapidly  concluded  that  the  65,000 square kilometer area offshore
Guinea  warranted  much  more  extensive investigation. This was accomplished by
establishing  Guinea  Hydrocarbon  Resource  Corporation  (GHRC) pursuant to the
March agreement between USOil and SCS, with Mr. Neil Moore as President of GHRC,
and  pursuant  to  that same agreement, by USOil assigning 100% of its rights in
the  1995  RPSA currently and in the future to GHRC.  Based on Mr. Moore's work,
GHRC  was  able  to  obtain  a contract with a seismic acquisition vessel in the
region  and  thus commenced to fulfill the exploration requirements set forth in
the  1995  RPSA  and immediately obtained approval from the government of Guinea
for  new  seismic  data  to  be  acquired.  At the time of formation of GHRC and
assignment  of the 1995 RPSA pursuant to the March agreement, it was reported by
GHRC  that  the  65,000 square kilometer area was the "entire area" offshore the
Republic  of  Guinea.  We  have since been informed that this is not the "entire
area"  but  that  it  is  the lion's share of the entire offshore territory. Our
understanding  now  is that there is additional area in deeper water that is not
covered  by  the  1995  RPSA.

GHRC  went  to  Guinea  and  visited  top  officials  in  July 2002 and again in
September 2002. In September, GHRC reported on a significant portion of the data
acquired  in  April.

GHRC has fulfilled the requirements of the initial exploration period and has an
approved  work  program for the first additional exploration period. GHRC is now
working to fulfill the September approved work program under the 1995 RPSA. SCS,
in  addition  to  being  a  50%  shareholder in GHRC is continuing to manage the
exploration  activities  of GHRC in accordance with the requirements of the 1995
RPSA  and  the  Company  is  extremely  pleased  with  GHRC's progress thus far.

Current  Focus  and  Direction  of  Business  Plan

With  our emphasis on SCS Corporation's operations and focus on technology-based
services  for  the  Oil and Gas exploration industry, we  realigned our services
into  the  following  three  areas  of  services:

-    GEOPHYSICAL  DATA  TRANSCRIPTION,  MIGRATION,  PROTECTION, AND RESURRECTION
     SERVICES  -  Our  proprietary  ONYX  Software,  the  core  of  our NuDataTM
     Management  System  services, gives us advanced capabilities to efficiently
     transcribe  seismic  data  off  old tape media onto any other newer tape or
     disk  media. We can perform transcription on a batch job by batch job basis
     or  a  production  total  migration  of database basis. By transcribing and
     copying  on  a  total  data  migration  and production basis, old 2d and 3d
     seismic  data  stored  on old outdated tape media can be copied off the old
     media,  and  printed  well  log data and associated maps and reports can be
     digitized  and copied over to any other tape media or disk such as DVD-RAM.
     This  migration  and  organization  of data allows all associated data with
     specified  lines  of seismic information in a given area to be stored in an
     organized  retrievable  fashion and easily queried and quickly accessed for
     reference  and  further  analysis  in  the  future.

-    MANAGEMENT  OF  OIL  AND  GAS  EXPLORATION  AND  EXPLOITATION  OPERATIONS
     -Including  the  outsource  of  Oil  and Gas Technology services associated
     primarily  with  geophysical  data  management  including  seismic  data
     acquisition,  seismic  data processing including specialties in the area of
     data  transcription,  data  brokerage,  geophysical  interpretation  and
     analysis.  While  the Company has no intention of entering the seismic data
     acquisition business it now has a need, through GHRC for these services and
     is  establishing  significant  strategic alliances with seismic acquisition
     companies.  Additionally,  the  requirement  for  seismic  processing  and
     interpretation  of  newly  acquired  data  is  quite  extensive.


                                        6
<PAGE>
-    ACQUISITION  OF  ADDITIONAL  SEISMIC DATA MANAGEMENT RELATED COMPANIES. The
     Company  is  evaluating  whether  to  establish  a processing center at its
     integrated  technology  center  or  the  possibility of acquiring a seismic
     processing  company as a wholly owned subsidiary. Other acquisition targets
     that  could  help us increase our profits would be companies in the seismic
     tape  transcription  business and seismic data interpretation business. The
     Company  is  evaluating  the  possibility  of acquisitions of small service
     companies  to  give the company expanded capabilities to service larger and
     larger  projects.


          Mission  Statement

          To  be  the  premier integrated technology service provider (ITSP(SM))
          facilitating  the  most  cost  effective operations for clients within
          vertical  industries of our core competence and significant experience

Hyperdynamics  has  a  mission  to  be  a premier integrated technology services
provider  (ITSP(SM)). Through its initial strategies, Hyperdynamics has begun to
build  its  core  ITSP infrastructure capability necessary to be a leader in the
ITSP  service industry of the future. The acquisition of SCS Corporation in 2001
has  initiated  the  vertical  industry  strategy of the company with increasing
revenues and growing expertise for technology based services in the vertical oil
and  gas  industry.


Employees  and  Independent  Contractors

The  Company  has  ten  full  time  employees.  The  Company  uses  independent
contractors  to  minimize  fixed  overhead.  While  utilization  of  independent
contractors  reduces  the  Company's  gross  profits  in the interim, management
believes  that it ultimately minimizes its risk during our transition period and
diversification  strategy  implementation.  Direct  employment  is  expected  to
increase  gradually,  matching  revenues  with  expenditures.  No  employees are
represented  by  a  union  and the Company believes that its labor relations are
good.


Alliance  Partnerships,  Key  Vendors  and  Technical  Certifications

In  the  past  three  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.  To  support  this  strategy  we  have enhanced or maintained
certifications  with  Microsoft  as  a Microsoft Solution Provider, Great Plains
Software  as  eEnterprise  reseller,  Intel  Premier Partner, and Citrix Systems
Certified  reseller  to name a few. The actual technical certifications have now
taken a back seat to our vertical software development regarding our new version
of ONYX software that is the cornerstone of our NuDataSM end-to-end seismic data
services. As such, our technical capabilities are much more focused now into our
vertical  expertise  in  seismic  data  management.

In  conjunction  with  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 their ability
and  commitment  to  deliver a redundant fiber based On-Net solution AT&T became
that  partner  in 2001. Based on the significant downturn in the IT services and
communications  industries, we are currently negotiating to maintain some degree
of On-Net capability under a business downturn negotiation with AT&T. Several of
the  oil  companies  we  have  marketed  the  NuDataTM Management System to, for
example,  have  expressed the desire to have a significant data circuit into our
Integrated  Technology  Center  so that we can more easily service their seismic
data  management  needs.  Whether with AT&T or other vendors it negotiates with,
the  Company will maintain grade A communications as required to deliver the top
level  of  services.


                                        7
<PAGE>
Other  alliance  partners established by us this fiscal year include an offshore
seismic acquisition company and a supercomputer seismic data processing company.


ITEM  2     Properties

In  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,  build-out  for
Hyperdynamics  first  Integrated  Technology Center (ITC) 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  Westwood  Technology  Center  are  redundant  power sources from
Reliant  Energy  with  an  Automatic Transfer Over (ATO) switching capability in
case  of  a  power  outage.  Additionally,  power  available  to the facility is
expected  to  hit  100  watts  per square foot so as to support rapid growth for
companies  like  Hyperdynamics.

The  build-out  by  Smith Commercial Contracting was completed in December 2000.
After  undue  delays  in  having  our fiber installed, finally in March 2001, we
began  a  major  transition  in our business model. This transition included the
physical  move from the old office, where the Company leased approximately 3,000
sq. ft. of commercial office space, to its new location of 17,807 sq. ft. of net
rentable  area  (NRA).  We  built  our  first Integrated Technology Center (ITC)
around  a  tier-1  data center with an AT&T point of presence located physically
inside  it.  With  this new facility, the Company now has the ability to provide
class  A  bundled IT services that include hosting mission critical applications
in  its  data  center  and  can  support  high  level  redundancy with extensive
bandwidth  scalability.

Under the lease the company leased approximately 17,807 square feet NRA of space
to  be  used initially for corporate offices, data center and integration center
operations  as  well as marketing and sales for the NuData Management System. In
addition to this space we also have a right of first offer on an adjacent 15,000
sq.  ft.

In our facility, the data center component provides the significant capabilities
to  service  our  clients.  It  is  the  focal  point for AT&T's redundant fiber
co-location and has 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.

Hyperdynamics  paid  the  first  and last months rent of the 60-month lease upon
signing. Upon commencement of the lease the Company received a 6 month free rent
period  and  then  on the 7th month after commencement began paying  $20,774 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
$24,114  per  month  or  $16.25  per  square  foot.


                                        8
<PAGE>
Item  3     LEGAL  PROCEEDINGS


In  2001,  we  were  named  as  a  defendant in a lawsuit styled Dixon Financial
Services,  Ltd.  v.  Fidelity Transfer Company, Erin Oil Exploration, Inc., Bill
Knollenberg,  Ron  Bearden,  R.F. Bearden Associates, Inc., James Chang, Nick H.
Johnson,  Riley  L.  Burnett,  Jr., Johnson, Burnett & Chang, L.L.P., Greenberg,
Peden,  Siegmyer  & Oshman, P.C., George Siegmyer and Hyperdynamics Corporation;
Cause  No.  2001-06263;  In  the 215th Judicial District Court of Harris County,
Texas

This  is  a  suit  alleges  breach  of  contract  by  failure  to  deliver share
certificates in the name of Dixon Financial Services.  Investors' claims against
third  parties  have  been  denied by summary judgment leaving Hyperdynamics and
Fidelity  Transfer  as  defendants.  Both rely on Fidelity Transfer's refusal to
deliver  certificates when a court injunction remained outstanding. The Investor
asserts damages in excess of $5,000.00.  The Company has and intends to continue
to  vigorously defend itself and denies liability.  Discovery is at a standstill
while  the  Court  has  considered  various  motions  of  the  parties.

On  April  9, 2001, we were named as a defendant in a lawsuit styled Wellington,
LLC  vs.  Hyperdynamics  Corporation et al. Civil Action# 18811-NC, The Court of
Chancery  of  Delaware.

The  Plaintiff claims that we did not carry out conversion of series A preferred
stock  to  common stock.  On August 9, 2002 an "Agreement for Transfer of Claims
in  Delaware  Action  to  Georgia" was executed by the Plaintiff, Defendant, and
their  respective  counsels. Subsequently, the lawsuit was moved in its entirety
to  the  Atlanta, Georgia to be litigated under the lawsuit discussed BELOW.  It
was  agreed  that  the  Plaintiff in the Delaware action, Wellington, LLC. would
become  the  Defendant  in  Atlanta.

On  November  5,  2001,  we  filed  a  lawsuit styled Hyperdynamics Corporation,
Plaintiff  v.  J.P.  Carey  Securities,  Inc.,  J.P. Carey Asset Management LLC,
Joseph  C.  Canouse,  James  P.  Canouse,  Jeffrey  Canouse,  Southridge Capital
Management  LLC,  Stephen  Hicks  a/k/a  Steve  Hicks,  Thomson Kernaghan & Co.,
Limited,  Talya  Davies, Cache Capital (USA), L.P., Carpe Diem, Carpe Diem LTD.,
and Navigator Management LTD., Defendants, Civil Action File No. 2001CV44988, In
The  Superior  Court  of  Fulton  County,  State  of  Georgia.

Mark  Valentine  was  added  as  a  defendant in the case on September 12, 2002.

We filed our First Amended Complaint against Defendants on September 12, 2002 in
which  WE  presented  thirteen  counts  for  Causes of Action against defendants
including  "Violations of Georgia Racketeer Influenced and Corrupt Organizations
(RICO)  Act  (O.C.G.A.  SS  16-14-1,  ET  SEO).

We  believe  that more than one of the Defendants worked together and operated a
contrived  conspiracy  to  create  the appearance of providing initial long-term
financing  ($3,000,000)  and  additional financing commitments (up to additional
$5,000,000),  all  from reputable sources, while the Defendants real plan was to
manipulate our stock through contractually prohibited short selling and multiple
breaches  of  the  contractually  agreed  to  selling  covenants.

We  intend  to  continue  to  vigorously  pursue  damages.  The case is still in
discovery  at  this  time.


                                        9
<PAGE>
ITEM  4     Submission  of  Matters  to  a  Vote  of  Security  Holders

None

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.

                     High Bid  Low Bid

FISCAL 2001

     First Quarter     3.1875   0.8125

     Second Quarter    1.9375   0.6250

     Third Quarter     1.0000   0.4375

     Fourth Quarter    0.8800   0.2500

FISCAL 2002

     First Quarter     1.3400   0.6500

     Second Quarter    1.0000   0.4000

     Third Quarter     0.9000   0.4300

     Fourth Quarter    0.6500   0.2300

On  September  30,  2002,  the  last bid for the Common Stock as reported by the
OTCBB  was $0.26 per share. On September 2, 2002, there were 177 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.


                                       10
<PAGE>
<TABLE>
<CAPTION>
Securities  authorized  for  issuance  under  equity  compensation  plans.

                              EQUITY COMPENSATION PLAN INFORMATION

                                                                        NUMBER OF SECURITIES
                                                                        REMAINING AVAILABLE
                       NUMBER OF SECURITIES                             FOR FUTURE ISSUANCE
                         TO BE ISSUED UPON       WEIGHTED-AVERAGE           UNDER EQUITY
                            EXERCISE OF         EXERCISE PRICE OF        COMPENSATION PLANS
                       OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,    (EXCLUDING SECURITIES
                        WARRANTS AND RIGHTS    WARRANTS AND RIGHTS    REFLECTED IN COLUMN (A))

PLAN CATEGORY                   (a)                    (b)                      (c)
---------------------  ---------------------  ----------------------  -------------------------
<S>                    <C>                    <C>                     <C>
Equity compensation
plans approved by
security holders                           0                       0                         0
---------------------  ---------------------  ----------------------  -------------------------
Equity compensation
plans not approved by
security holders                   5,189,334  $                 0.36                   233,764
---------------------  ---------------------  ----------------------  -------------------------
       TOTAL                       5,189,334  $                 0.36                   233,764
</TABLE>

The  above  table  reflects  all equity compensation plans to date that have not
been  approved  specifically  by  security  holders. The Company has a Stock and
Stock  Option  Plan and several Individual Compensation Arrangements established
by  the  board  of  directors.

The  Stock Option Plan of Hyperdynamics dated effective May 7, 1997 initiated by
the  Board  of  Directors  authorized  1,620,000  shares. The Board of Directors
amended  this  plan on December 3, 2001 as the "Stock and Stock Option Plan" and
increased  the  total  shares  available  under the plan by 3,500,000 additional
shares.  This  brought  the  total shares that could be issued under the plan to
5,120,000. The Company has been successful in attracting and retaining qualified
personnel  and  specialized  consultants.  The  Company believes that its future
success  will  depend  in  part  on  its continued ability to attract and retain
highly qualified personnel as employees, independent consultants, and attorneys.
The  Company  pays  wages,  salaries,  and consulting rates that it believes are
competitive.

Under  the  Stock  and  Stock Option plan, 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 30, 2002, options to purchase 1,619,560 shares have been granted
under this plan and of those, 1,422,545 (1,331,295 at beginning of year + 91,250
this  year)  have  been  exercised and 32,681 have expired or been forfeited and
made available for reissue.  Also, 3,208,107 shares have been issued directly as
compensation  during  the  year.  This  leaves  164,334  options  granted  under
employment  or  consulting  agreements  but not yet exercised and 233,764 shares
left  to be issued or granted pursuant to employment or consulting agreements or
other  determination  by  the  board  of  directors.


                                       11
<PAGE>
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 or stock options to key employees, consultants, and directors who
contribute  materially  to  the  success  and  profitability of the Company. The
issuance  of  stock and grants of options and warrants 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.

On April 1, 1999 the Company approved an individual compensation arrangement for
a  consultant  who  provided  various  management  consulting  services.  The
compensation  was 150,000 2-year warrants for unregistered 144 restricted common
stock  with  a strike price of $0.50. The warrants were extended on the original
expiration  date  of  April  1, 2001 and the warrants were outstanding as of the
fiscal  year  end  June  30,  2002

On  October  1, 1999 the Company approved an individual compensation arrangement
for a consultant who provided assistant in locating financing and related public
relations.  The  compensation  was  275,000 3-year warrants for unregistered 144
restricted  common  stock with a strike price of $1.50 each. These warrants were
outstanding  as  of  the  fiscal  year  end  June  30,  2002.

On  August  3, 2000, the Company approved an individual compensation arrangement
for  a  consultant  who  provided public relation services. The compensation was
100,000  3-year  warrants  for  unregistered  144 restricted common stock with a
strike price of $1.50 each. The warrants were extended for another year on their
expiration  date  of August , 3, 2001. These warrants were outstanding as of the
fiscal  year  end  June  30,  2002.

On  July 25, 2001 the Company approved a individual compensation arrangement for
each of its four officers whereby 1,500,000 warrants for restricted common stock
were  granted  with  an  annual vesting for each officer with required continued
employment,  scheduled  as  follows:

            Immediate  vesting    300,000
              July  26,  2002     400,000
              July  26,  2003     400,000
              July  26,  2004     400,000

The  warrants  are  for 3 years from the date of vesting at a price of $0.40 per
share  with  a  cashless exercise provision. On August 26, 2002 the strike price
was  reduced  from  $0.40  to  $0.23 per share. On November 9, 2001, one officer
exercised  his 300,000 warrants through a cashless exercise with a closing price
of  $0.60  per  share  on  November  8, 2001 and he was issued 100,000 shares of
restricted  common  stock.  This officer is no longer employed by the Company so
the  remaining  1,200,000  warrants  allocated  to  him  have  been  forfeited.
Therefore,  the  outstanding  warrants as of September 30, 2002 are 2,100,000 (3
remaining  officers  x  700,000 vested warrants each), to be added to column (a)
above. Under this compensation arrangement, an additional 1,200,000 will vest if
all  three  officers  are still employed (400,000 less for any officer still not
employed)  on  July 26, 2003 and an additional 1,200,000 will vest (400,000 less
for  any officer still not employed) if all three officers are still employed on
July  26, 2004. Thus, there are 2,400,000 warrants available to be issued in the
future  to  be  added  to  column  (c)  above.


                                       12
<PAGE>
On  September  24,  2001  the  Company  approved  an  individual  compensation
arrangement  with  its  attorney,  James  W. Christian. Under the plan 1,015,000
shares  of  S-8  registered  stock  was  issued  to pay attorneys for litigation
support  services and other various legal fees associated with its litigation in
Delaware.  All  of  these  shares were issued immediately for services rendered.
Thus there are no outstanding warrants or options under this plan and all shares
have  been  issued  according  to  this  individual  compensation  arrangement.

Recent Sales  of Unregistered Securities since July 2001 through September 2002

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 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  April  2002,  we issued 47,000 shares of section 144 restricted common stock
pursuant  to  a  Subscription  Agreement,  to IC Investments for $23,500 cash or
$0.50  per  share. This was a private placement made in reliance on Section 4(2)
of  the  Act.

In  April  2002, we issued 700,000 shares of section 144 restricted common stock
in  payment of the cash portion of 50% of an outstanding contingent note payable
to Seacon Computer Systems, Inc. Thus, the shares paid off $350,000 cash portion
of  the  $700,000  note  at  the  rate  of  $0.50  per share. This was a private
placement  made  in  reliance  on  Section  4(2)  of  the  Act.

In  May  2002, we issued 50,000 shares of section 144 restricted common stock to
Ben  Smith  pursuant  to  a  Subscription  Agreement  for a $10,000 cash capital
contribution  at  $0.20 per share. This was a private placement made in reliance
on  Section  4(2)  of  the  Act.

In  May 2002, we issued 100,000 shares of section 144 restricted common stock to
Stanley  Briers  pursuant to a Subscription Agreement for a $20,000 cash capital
contribution  at  $0.20 per share. This was a private placement made in reliance
on  Section  4(2)  of  the  Act.

In  May 2002, we issued 150,000 shares of section 144 restricted common stock to
David  Lindskog  pursuant to a Subscription Agreement for a $30,000 cash capital
contribution  at  $0.20 per share. This was a private placement made in reliance
on  Section  4(2)  of  the  Act.

In  May 2002, we issued 250,000 shares of section 144 restricted common stock to
Jack  Manning  pursuant  to  a Subscription Agreement for a $50,000 cash capital
contribution  at  $0.20 per share. This was a private placement made in reliance
on  Section  4(2)  of  the  Act.


                                       13
<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, 2002 and 2001.

General

The  fiscal  year  ended  June  30,  2002  reflects  the  culmination of a major
transition  for  us.  As discussed in Item 1, Nature of Business, we have placed
the  ITSP  business  model  on hold and our future operations are focused on the
pursuit  of  opportunities  in  the oil and gas industry as discussed in Item 1,
Nature  of  Business.

Results  of  Operations

Revenues decreased to  $355,628 for the year ended 2002, from $426,601 for 2001.
The  16.7  %  decrease  was  due to the transitioning from the ITSP services and
refocusing  and  starting  up new contracts in the area of the Company's current
focus of seismic data management services. Revenues for general IT services were
significantly  reduced  during  the  year because of difficulties related to the
implementation of the ITSP business model.  Additionally, new business contracts
in  the  oil  and gas industry were slow to begin.  However, we expect to deepen
our  revenue  base with the creation and marketing of the NuData (TM) Management
System,  which  began  in early fiscal 2003, and with seismic data transcription
services.

Cost  of  revenues  decreased  to  $466,765 (131% of revenue) for the year ended
2002,  from  $919,538 (215% of revenue) for 2001. The reason for the significant
decrease  cost  of sales is related directly to the decrease in related revenues
and  the  reason  cost  of  revenues is more than revenues reflects management's
decision to keep core operational infrastructure in place and personnel on staff
during  the downturn of the IT services business and ramp up of our seismic data


                                       14
<PAGE>
management services in transition. The cost of revenues is beginning to decrease
as  a  percentage  of  revenues  compared  to  2001 based on gradually increased
service  revenues  with  higher  contribution  margins  in  2002.


Selling,  General  and  Administrative expenses increased to $2,559,069 (719% of
revenue)  for  the  year ended 2002, as compared to $2,315,421 (543% of revenue)
for  2001.  The  most  significant  expenses in 2002 were legal, accounting, and
consulting  expenses  of  $1,627,660 and rent expense of $286,701. This compares
with  $1,401,527  of  legal,  accounting,  and  consulting  in  2001 and rent of
$184,567  in 2001. The relative increase in Selling, General, and Administrative
as  compared  with  revenues  is  attributable to the decline in revenues during
2002.

Net  Loss. The net loss of the Company was $(2,915,057) for the year ended 2002,
or  ($0.17)  per  share, compared to $(2,809,183) or ($0.21) per share for 2001.
The  net  loss  available to shareholders was $(3,090,652). This amount includes
the  deduction  for  preferred stock dividends.  The negative results are due to
the  factors  discussed  above.

Critical  Accounting  Policies

With  respect  to  the  Statement  of Financial Accounting Standards No. 142, we
prepared  forecasts and analysis to test the need for possible impairment of the
carrying value we have for certain assets with an indeterminable asset life. The
projections  we  performed  to  calculate  projected  discounted  net cash flows
expected  from  the  assets  with  a  discount  rate  of 20%, which reflects the
risk-free  interest  rate adjusted for our estimate of the risks associated with
the  cash  flows,  and  with  the  following  cash  flow  assumptions:

Increase SCS's production by 200% for 2003 and 2004
Increase SCS's production by 50% for 2005 through 2006
Increase SCS's production by 25% for 2007

Projections include actual experience from existing project including forecasted
amounts  on  that Project plus projections for at least one major contract added
each  year  for  the  SCS  NuData  Management  System.

Current  SCS  NuData  Management  System  sales  in the sales cycle include four
different major oil companies that we have already performed a varying degree of
work  for  and  in which they are actively working with us on significantly more
business including the potential for significantly large long-term contracts. We
have  placed  a  90%  probability on forecasted business from our existing major
project  and  a 50% probability of closing other significant business from other
customers  that  we  don't  yet  have  a  major  contract  with.

There  is a huge demand for the SCS NuData Management System with an estimated 2
billion  2D  tapes  in  the  world  to  manage.

SCS  owns  the  transcription  software  copyright,  and  has  and is developing
database  applications to integrate with the ONYX software, giving SCS a serious
competitive  advantage.

Most  of  SCS's  competitors actually use older versions of our ONYX software to
fulfill  requirements  for  clients. If tape transcriptions are done on personal
computers  it is highly probable that it is being done on an ONYX software based
system.

Any one additional customer signing a long-term contract can yield or exceed the
nominal  results  estimated  in  our  projections.


                                       15
<PAGE>
The  projection  model  does not anticipate the likelihood of additional clients
coming  on  board  that  we  have  not  even  met  yet.

The  projected  revenues  do  not  consider  potential  seismic  processing  and
interpretation  revenues  that  could add significantly to the actual results of
operations.

The  projected revenues do not consider other online services, data backups, and
high  bandwidth  access  revenues  expressed  as  a  requirement by all of these
companies.

We  have  done  highly touted and successful work already for three of the major
oil  companies  in  our  sales  forecast  and  projections,  so they are already
customers.  Our  first  quote  with  another  company  for  transcribing  for
approximately fifty thousand dollars of transcription work is already quoted and
awaiting  an  order.  This  customer  has expressed four different projects they
need  us  to help them on. One of the projects carries the possibility of a five
year  in-depth  contract.

SCS  has  also  developed  an  integrated tracking software and is continuing to
develop  a  catalog  database  application  to  control  and manage the complete
seismic  data  management  including  associated  maps,  well  logs, etc. into a
completely  integrated NuData Management System providing a turn-key service for
our  clients.

We  could  have taken the approach not to substantiate the carrying value of the
goodwill  in  which  case  we would have written off up to 100% of our goodwill.

Thus,  the  difference of our decision to record our goodwill without impairment
is  simply  that, if our estimates and assumptions are wrong, the goodwill could
be worth nothing and on that basis we could have shown an approximately $350,000
additional  loss  as  the  effect  of  writing  the  assets  down.

With  respect  to  the  Statement  of  Financial Accounting Standards No. 144 we
prepared  forecasts and analysis to test the need for possible impairment of the
carrying  value  we  have  for certain long-lived assets.  We used the same cash
flow  assumptions  for SCS as stated above. Additionally, we added out corporate
overhead  to  the projection, where appropriate. Consistent with the methodology
prescribed  by  FAS  144,  we did not apply a discount rate and we used only the
cash  flows for the number of years corresponding with the remaining life of the
asset group being tested.  We tested an asset group consisting of our investment
in  computer  and  electrical equipment for recoverability over two years and we
tested  the  investment in our headquarters at the entity level over four years.
Based  on  our  analyses,  we  concluded  that  the  assets  are  recoverable.

An  integral  part  of  the SCS NuData System includes having all the integrated
capabilities  provide  by  the  Integrated  Technology Center regarding its data
center  infrastructure.  Every  company  we  are  working  with  for  the NuData
Management  System  wants  to  be able to store their converted and consolidated
seismic  database  online  in  our  data  center  and their requirements are met
minimally  with  the  design  of  our  data  center  including  the  FM200  fire
suppression,  electrical  UPS,  raised flooring, backup Generator, and access to
high  bandwidth  communications. Thus, our assumption is that our data center is
used  heavily  and  is  substantiated  at least its book value and should not be
impaired  and  hasn't  been.

We  could  have taken the approach not to substantiate the carrying value of our
assets  in  which case we would have written off up to 100% of our fixed assets.


                                       16
<PAGE>
Thus,  the  difference  of  our  decision  to substantiate our long-lived assets
without  impairment  is simply that, if our estimates and assumptions are wrong,
our  leasehold  improvements  could  be worth nothing and on that basis we could
have  shown  an  approximately $586,000 additional loss as the effect of writing
the  assets  down.  Also,  if our assumptions are mostly incorrect, our business
will  ultimately die, our assets would be worth nothing and the company could be
forced  to  reorganize  or  liquidate.

Controls  and  Procedures

We  have evaluated our disclosure controls and procedures within the last ninety
days.  The  top  Officer, Kent Watts who is both the CEO and CFO for the Company
has  concluded that the disclosure controls are highly effective and he believes
the  disclosures  are  accurate  and  complete.

There  have  been no changes to the Company's Controls and Procedures subsequent
to  the  evaluation  date.


Liquidity  and  Capital  Resources

     At  June  30, 2002 the Company's current ratio of current assets to current
liabilities  was  .20.  This  compares  to .20 for 2001. It remains management's
priority  to cash flow the company from operations as quickly as possible. It is
critical  as  discussed  hereunder  that  the  Company obtain additional working
capital so that it can continue to meet current cash obligations as it continues
to generate more and more cash from operations. It is important to note however,
that  deeper  analysis  of the current ratio reveals several current obligations
that while they reduce the current ratio, there is no requirement to use cash to
satisfy  the  obligation.  These  items  include  Accrued  salaries  payable  to
officers,  Deposits,  Dividends Payable, and Dividends payable to related party.
Adjusting  these  amounts not requiring cash would calculate an adjusted current
ratio  of  .61.

We  have  been  operating with a cash deficit this entire last year. The Company
has  taken steps to minimize cash requirements including the officer's agreement
to  accept  notes  from the Company in lieu of cash payments for their salaries.
With  cash  conservation  steps  put  in  place  by  management  and  increasing
contribution  margins  beginning in April 2002, the Company has made significant
progress  in  especially  the  latter  part  of  the fiscal year in reducing and
ultimately  eradicating  its  negative  cash  flow  from  operations.

As  a  public company, the health of our market is paramount to be able to raise
critical  working  capital and bridge capital. During continued tough times such
as  this  year,  our only source for obtaining critical capital historically has
been  through the Company's ability to place private investments with accredited
investors,  for  restricted  stock  from  several  of  our significant long-term
shareholders.  This last fiscal year $643,500 was raised from private accredited
investors for the purchase of restricted common stock. Other funds in the amount
of  $222,183  were  also  paid into the company upon the exercise of outstanding
options.  Without  these  funds paid in, the Company would have not been able to
reasonably  meet  its  current  obligations  this  last  fiscal  year.


Now,  based  on  the  progress of the Company's most significant tape conversion
contract implemented in April 2002, SCS Corporation, and other sales forecasted,
the  Company has made significant progress towards cash flowing from operations.
Based  on contracts in hand, being currently performed, and forecasted sales for
significant  projects  associated with the Company's NuDataTM Management System,
we  expect to cash flow our operations for the second quarter of fiscal year end
June  30,  2003.


                                       17
<PAGE>
In  order  to bridge ourselves to a new level of operational success, management
is  planning for creatively raising another $250,000. On September 12, 2002, the
Company  signed  a stock subscription agreement to sell up to $250,000 on a best
efforts  basis, of our restricted 144 common stock to IC Investments LTD at $.23
per  share.  As  of  October  10,  2002 the Company has raised $10,000 from this
agreement.

The  Company  could  obtain  additional  capital upon the exercise of previously
issued in the money outstanding warrants and options for common stock.

The Company has long-term debt of $61,015 financing certain electrical equipment
in its data center. We also have a contingent $350,000 note payable that is only
payable  with  50%  of  the profits of SCS Corporation. We have the right to pay
this note off using common stock. The Company does not plan on using significant
debt  financing  except for the possibility of financing income-producing assets
in  the  future.

The  Company  originally purchased a CD in the amount of $436,300, which secured
the lease at Westwood with a Letter of Credit arrangement. This CD and letter of
credit  is  now $370,855 of which $87,260 ($436,300 x 20%) is due to be released
to  the  Company  on  November  1, 2002. Thereafter, $87,260 will be released on
November  1,  2003  and  also another $87,260 on November 1, 2004. The remaining
$109,075  will  be  released  on  November  1,  2005.


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

     None


                                       18
<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,   44
                             and Chief Financial Officer

       Robert J. Hill        Director, Senior Vice President      48

       Harry J. Briers       Director, Executive Vice President   39

       Lewis Ball            Secretary                            71


     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 44, 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  and  in  the dual role of Chief Financial Officer since
January  17,  1997.  Formerly, Mr. Watts worked as an auditor for Peat, Marwick,
Mitchell,  and  Company. He founded MicroData Systems, Inc., a former subsidiary
of  Hyperdynamics, in 1988. He operated as a private technology company until he
became  President  and  Chief Executive Officer of Hyperdynamics Corporation. He
has  extensive  experience  working  with  management  information  systems.
Through  the years Mr. Watts has been involved  in  the  design,  implementation
and  management  of  heterogeneous,  multi-protocol  communication  networks and
he  has  a substantial background working with a variety of  operating  systems,
relational  databases,  and  client-server  based  software  applications.  He
brings  to  the  Company  a  relatively unique blend of business, technical, and
entrepreneurial experience. 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.

     Robert  J.  Hill,  age  48,  served  as  the Chief Operating Officer of the
Company  from  June  1996 until June 1997. In July, 1997, Mr. Hill was appointed
vice-president  of  the  Company.  Mr.  Hill currently serves the Company in the
capacity  as  a  Director and Senior Vice President. Before joining the Company,
Mr.  Hill served for two years as vice president of Hudson Trinity Incorporated,
a  privately held Internet Service Provider and network engineering company that
also  contracted  senior  network  engineers  to  Loral Space Systems, Inc., the
principal  civilian  contractor  for the design, development and installation of
NASA's  new  manned space flight control center. Previously, Mr. Hill served for
three  years  as  Acquisition Manager for Loral Space Systems, Inc. Mr. Hill has
earned  an MBA degree from South Eastern Institute of Technology and a BA degree
from  the  State  University  of  New  York  at  Potsdam.


                                       19
<PAGE>
     Harry  James  Briers,  age 39, has been a Director since March 2, 2000. Mr.
Briers  was  also  elected  as  Vice  President  of Operations for Hyperdynamics
Corporation. He served as the Director of Integrated Information Systems when he
joined  the company in May of 1998 and named the Chief Operating Officer in July
1998. He was named President of Ithost.net Corporation (wholly owned subsidiary)
in May of 1999. He is now serving in the capacity as a Vice President and is the
Company's  Chief  Technology  Officer  (CTO).  From  1988 until May of 1998, Mr.
Briers  owned  and  operated  Perfect  Solutions,  a software consulting firm in
Houston,  Texas.  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. During 2002, Mr. Briers worked directly
with  the  Company's marketing consultant and he was instrumental in negotiating
and  closing  the  first  core  tape transcription contract for SCS Corporation.
Harry  has  BS  in  Accounting  and a MBA from the University of Houston - Clear
Lake.

     Lewis  E.  Ball,  age 71, 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.


                                       20
<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, 2000, 2001 and 2002 of the executive
officers  of  the  Company.  No  executive  officer  of  the  Company  received
compensation  that  exceeded  $100,000  during  2002.

<TABLE>
<CAPTION>
SUMMARY  COMPENSATION  TABLE

                                    ANNUAL COMPENSATION                 LONG TERM COMPENSATION

                                                                  AWARDS          Payouts
                                                OTHER                SECURITIES               ALL
                                                ANNUAL   RESTRICTED   UNDERLYING    LTIP     OTHER
                                                COMPE-     STOCK       OPTIONS    PAYOUTS    COMPEN
NAME AND PRINCIPLE            SALARY   BONUS   NSATION     AWARDS        SARS                SATION
    POSITION           YEAR     $        $        $          $            #                    $
<S>                    <C>   <C>       <C>     <C>       <C>          <C>         <C>       <C>
Kent Watts (1)         2002  $100,000  $  -0-  $    -0-  $       -0-   1,515,000  $    -0-  $    -0-
     Chief             2001   100,000     -0-       -0-          -0-         -0-       -0-       -0-
     Executive         2000   100,000     -0-       -0-          -0-      15,000       -0-       -0-
     Officer and
     Chief Financial
     Officer
</TABLE>


Chief  Executive  Officer  Compensation

(1)  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. As of September
     30, 2002 Mr. Watts is still acting as the CFO for the Company. 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. This agreement has been informally renewed on a year by
     year  basis  under  the same terms. Additionally, Mr. Watts has voluntarily
     accepted  a  convertible  note  payable  for  compensation  accrued between
     December  2001  and  June  30,  2002.

     On  July  25, 2001 the Company approved a warrant package for its officers.
     Mr.  Watts  obtained  1,500,000 3-year warrants for restricted common stock
     with  a strike price of $0.23, of which 700,000 are vested and 800,000 vest
     at  a  rate  of  400,000  each  on  July  25,  2003  and  July  25,  2004.


                                       21
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR  GRANTS  TABLE

                              OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                       [Individual Grants]

                            NUMBER OF    PERCENT OF TOTAL
                           SECURITIES      OPTIONS/SARS
             NAME          UNDERLYING       GRANTED TO       EXERCISE OR BASE   EXPIRATION DATE
                          OPTIONS/SARS     EMPLOYEES IN        PRICE ($/SH)
                           GRANTED (#)      FISCAL YEAR

            (a)                (b)              (c)                (d)                (e)
------------------------  -------------  -----------------  ------------------  ---------------
<S>                       <C>            <C>                <C>                 <C>
Kent P. Watts (1)
CEO and
Chief Financal
Officer                       1,500,000                25%  $             0.26      Various (1)

<FN>
1)   On  July  25,  2001 the Company approved a warrant package for its officers
     where 6,000,000 warrants for restricted common stock were granted. No other
     options or warrants were granted during the fiscal year. Mr. Watts obtained
     1,500,000  3-year  warrants for restricted common stock with a strike price
     of $0.23, of which 700,000 are vested and 800,000 vest at a rate of 400,000
     each  on  July  25,  2003  and  July 25, 2004. The vesting schedule for the
     outstanding  warrants  are  three  years  from  the  date of vesting. Thus,
     300,000 warrants expire July 25, 2004, 400,000 expire on July 25, 2005, and
     the  remaining  expiration dates on the remaining unvested 800,000 warrants
     is  undetermined  at  this  time.
</TABLE>

<TABLE>
<CAPTION>
                AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR END OPTION VALUES


                                                      NUMBER OF         VALUE OF
                                                     UNEXERCISED     UNEXERCISED IN
                                                      SECURITIES        THE MONEY
                   SHARES ACQUIRED                    UNDERLYING    OPTIONS AT FISCAL
NAME                 ON EXERCISE    VALUE REALIZED  OPTIONS AT FYE      YEAR END
<S>                <C>              <C>             <C>             <C>
Kent P. Watts (1)               0               0        1,515,000                 0
CEO and
Chief Financial
Officer

<FN>
(1)  Mr.  Watts  did  not  exercise any options or warrants. None of Mr. Watts's
     options  were in the money at fiscal year end. Of these, 15,000 are options
     and 1,500,000 are warrants for restricted common stock of which 700,000 are
     currently vested. Thus, there are another 800,000 that vest 400,000 each in
     the  next  two  years  in  July  2003  and  July  2004.
</TABLE>

Director  Compensation

There  were  no  options or other compensation granted by the board for services
rendered  during  the  FYE  2002.  There  have  been no director meeting expense
reimbursements  for  2002  and  2001.


                                       22
<PAGE>
Employee Stock and 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 as employees
and  independent  consultants.  The Company pays wages, salaries, and consulting
rates  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.

The  Stock Option Plan of Hyperdynamics dated effective May 7, 1997 initiated by
the  Board  of  Directors  authorized  1,620,000  shares. The Board of Directors
amended  this  plan on December 3, 2001 as the "Stock and Stock Option Plan" and
increased  the  total  shares  available  under the plan by 3,500,000 additional
shares.  This  brought  the  total shares that could be issued under the plan to
5,120,000.

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 as employees,
independent  consultants,  and  attorneys. The Company pays wages, salaries, and
consulting  rates  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.

Stock  to  issue  and/or  Options  to purchase a total of 5,120,000 shares of S8
registered  common  stock  have been approved under the Plan.  Options typically
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 30, 2002, options to purchase 1,619,560 shares have been granted
under this plan and of those, 1,422,545 (1,331,295 at beginning of year + 91,250
this  year)  have  been  exercised and 32,681 have expired or been forfeited and
made available for reissue.  Also, 3,208,107 shares have been issued directly as
compensation  during  the  year.  This  leaves  164,334  options  granted  under
employment  or  consulting  agreements  but not yet exercised and 233,764 shares
left  to be issued or granted pursuant to employment or consulting agreements or
other  determination  by  the  board  of  directors.

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 or stock options to key employees, consultants, and directors who
contribute  materially  to  the  success  and  profitability of the Company. The
issuance  of  stock and grants of options and warrants 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 30, 2002, 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                    21,915,185(1)     53.0%
9700 BISSONNET,
SUITE 1700
HOUSTON, TEXAS 77036

ROBERT J. HILL                   800,455(2)      1.9%
9700 BISSONNET,
SUITE 1700
HOUSTON, TEXAS 77036

HARRY JAMES BRIERS               813,000(3)      2.0%
9700 BISSONNET,
SUITE 1700
HOUSTON, TEXAS 77036


LEWIS E. BALL                     42,060(4)      0.1%
2656 SOUTH LOOP WEST
SUITE 103
HOUSTON, TEXAS 77054

ERNEST M. WATTS                20,185,1855)     48.8%
9700 BISSONNET
SUITE 1700
HOUSTON, TEXAS 77036

DJX LTD.                      20,185,185(6)     48.8%
4438 WEST 10TH AVENUE
VANCOUVER, BC V6R4R8

ALL DIRECTORS AND EXECUTIVE   23,570,700(7)     57.0%
OFFICERS AS A GROUP
(5 PERSONS PLUS DJX SHARES)


<FN>
(1)  This  amount  includes  1,015,000  shares  held in certificates, options to
     purchase  5,000  shares  at  $2.00 per share and options to purchase 10,000
     shares  at  $3.00  per  share,  and  700,000 shares at $.23; and 20,185,185


                                       24
<PAGE>
     shares  attributable  to  Kent  P. Watts based on his relationship with his
     father  who  votes  the  shares  of  DJX  Ltd.
(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, 3,000 shares at $2.00,
     10,000  shares  at  $3.00  per  share,  and  700,000  shares  at  $.23.
(3)  This amount includes currently exercisable options to purchase 3,000 shares
     at  $2.00,  10,000  shares  at $3.00 per share, and 700,000 shares at $.23.
(4)  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.
(5)  Ernest  Watts,  the father of Kent P. Watts, Chairman, CEO and President is
     the  control  person  of DJX Ltd. Thus 20,185,185 shares as discussed below
     are  attributable  to  him.
(6)  On  May  31,  2001  a stock exchange agreement was completed to acquire SCS
     Corporation as a wholly owned subsidiary of the Company. The Company issued
     2,725  shares  of Series B Preferred Stock to pay for the acquisition. Each
     share of Series B Preferred Stock carries a $1,000 per share face value and
     is convertible by written request into common stock at the lesser of $0.135
     per  share  or 50% of the closing bid price on conversion. On September 25,
     2001  the closing bid price was $.73 per share. Thus if 100% of this series
     B  Preferred was converted at the lesser $.135 amount per share, the shares
     common  stock  shares  issued  would  be  20,185,185.  This presentation is
     prepared  as  if  full  conversion  has  occurred.  DJX  Ltd.  is a foreign
     corporation  with  the  shareholders  being  the  grand  children of Ernest
     M.Watts,  the father of Kent P. Watts, the Chairman, CEO, and President for
     our  Company.  Two  of the grand children are the minor children of Kent P.
     Watts.  Their  voting  rights in DJX Ltd. stock, are exercised by Ernest M.
     Watts.
(7)  Based  on  6  above, the shares for DJX Ltd. are a related party to Kent P.
     Watts,  Chairman  and  thus are added to the total shares for all Directors
     and  Executive  Officers  as  a  group.
</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, brother of Kent Watts the Chairman,
President and CEO, is our consultant. 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. On January 10, 2001
a  new  consulting  agreement  was  signed  with Michael Watts and he was paid a
$75,000  retainer  to  be  applied against services to be rendered.  On July 25,
2001  the board of directors granted Michael Watts 125,000 options at a price of
$.80 cents per share as additional compensation for the consulting agreement. Of
all  the  850,000 options Michael Watts has received for consulting compensation
since  April 1996, he has exercised 783,750 options as of September 22, 2001. On
that  date  he  held  66,250  options  exercisable at a strike price of $.80 per
share.

On  November  30,  2001 the Company contracted with GeoServ Marketing, a company
owned  by Michael Watts, brother of Kent Watts. Under the Agreement, GeoServ was
hired  to  help  implement  the  complete  business  development  plan  for tape
transcription  revenues  of  SCS  Corporation,  the  Company's  wholly  owned
subsidiary. The Contract provided for a fixed fee of $375,000. This fee was paid
by the issuance of S8 registered stock pursuant to the Company's Stock and Stock
Option  Plan.  On March 1, 2002 the Agreement with GeoServ Marketing was amended
to include work associated with the establishment and organization and marketing
of  Guinea  Hydrocarbon Resource Corporation, GHRC, and additional specific fees
were  approved  in the amount of $250,000. The $250,000 was paid by the issuance
of  S8  registered  stock pursuant to the Company's Stock and Stock Option Plan.

In  September  2000  a  non-interest bearing Note was signed with then director,
Bobby  P.  Lewis  for  fifteen thousand dollars ($15,000). The note was based on
advances  for  expenses to be presented and accepted by management. The Note was
originally due on September 21, 2001 but has been extended until March 31, 2002.
As  of  September  30,  2002  the  Note  has  not  been  repaid.

In  December 2000 a non-interest bearing Note was signed with the Executive Vice
President,  Darren-Anthony  Lumar  for eight thousand dollars ($8,000). The note
was originally due on April 15, 2001. It has been extended until March 31, 2002.
As  of  September  30,  2002  the  Note  has  not  been  repaid.

On  May  31,  2001  a  Stock  Exchange  Agreement  was executed by and among our
Company,  DJX  Ltd.,  a Belize corporation ("DJX") being the sole stockholder of
all  capital  stock  of  SCS  Corporation, a Delaware corporation ("SCS") and J.
Hamilton, being a control person of DJX and SCS.  DJX Ltd., a Belize company has
now  obtained a controlling interest in our Company through the receipt of 2,725
shares  of  series B preferred stock. Each share of series B preferred stock has
the  equivalent  voting rights of 7,408 shares of common stock and the rights to
receive  notice  and vote on any matters that common stock shareholders can vote
on. Thus, DJX, Ltd. has 20,186,800 votes with the total common stock outstanding
September 28, 2001 of 15,645,944 shares. This is 56.3% of the outstanding voting
rights.  DJX Ltd. is a foreign corporation with the shareholders being the grand
children of Ernest M. Watts, the father of Kent P. Watts, the Chairman, CEO, and
President  for  our Company. Two of the grand children are the minor children of
Kent P. Watts. Their voting rights in DJX Ltd. stock, are exercised by Ernest M.
Watts.


                                       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:

          None

     (b)       REPORTS  ON  FORM  8-K

          None

ITEM  14  Evaluation  of  disclosure  controls  and  procedures

     Kent  Watts,  our  Chief  Executive Officer and our Chief Financial Officer
have  concluded that that our disclosure controls and procedures are appropriate
and  effective.   Mr.  Watts has evaluated these controls and procedures as of a
date  within 90 days of the filing date of is report on Form 10-KSB.  There were
no  significant  changes  in  the our internal controls or in other factors that
could  significantly  affect  these  controls  subsequent  to  the date of their
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material  weaknesses.

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 2001.

                                    HyperDynamics  Corporation

                                    By:  /s/  Kent Watts
                                    --------------------
                                    Kent Watts, Chairman of the Board,
                                    Chief Executive Officer, and Chief Financial
                                    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 11, 2002
---------------------       Chief Executive Officer and
Kent Watts                  Chief Financial Officer

/s/ Robert Hill             Director                        October 11, 2002
---------------------
Robert Hill

/s/ Harry J. Briers         Director                        October 11, 2002
---------------------
Harry J. Briers


                                       27
<PAGE>
CERTIFICATIONS*
---------------
I,  Kent  Watts,  certify  that:
1. I have reviewed this annual report on Form 10-KSB of HyperDynamics
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  October 11, 2002


/s/
Kent  Watts
Chief Executive Officer


                                       28
<PAGE>
CERTIFICATIONS*
---------------
I,  Kent  Watts,  certify  that:
1. I have reviewed this annual report on Form 10-KSB of HyperDynamics
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:  October 11, 2002


/s/
Kent  Watts
Chief Executive Officer


                                       29
<PAGE>
Certification  of Chief Executive Officer of  HyperDynamics Corporation pursuant
--------------------------------------------------------------------------------
to  Section  906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
--------------------------------------------------------------------------------
63.
--

I, Kent Watts, the Chief Executive Officer of HyperDynamics Corporation hereby
certify that HyperDynamics, Inc.'s periodic report on Form 10-KSB and the
financial statements contained therein, of which this certification is Exhibit
Number 99.1, fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) and that
information contained in the periodic report on Form 10-KSB and the financial
statements contained therein fairly represents, in all material respects, the
financial condition and results of the operations of HyperDynamics Corporation.

Date:   October 11, 2002             /s/  ____________________________
                                                Kent  P.  Watts
                                          Chief Executive Officer of
                                          HyperDynamics  Corporation


Certification  of  Chief Financial Officer of HyperDynamics Corporation pursuant
--------------------------------------------------------------------------------
to  Section  906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
--------------------------------------------------------------------------------
63.
--


I, Kent P. Watts, the Chief Financial Officer of HyperDynamics Corporation
hereby certify that HyperDynamics, Inc.'s periodic report on Form 10-KSB and the
financial statements contained therein, of which this certification is Exhibit
Number 99.1, fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) and that
information contained in the periodic report on Form 10-KSB and the financial
statements contained therein fairly represents, in all material respects, the
financial condition and results of the operations of HyperDynamics Corporation.


Date:   October 11, 2002             /s/  ____________________________
                                                Kent  P.  Watts
                                          Chief Executive Officer of
                                          HyperDynamics  Corporation


                                       30
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                          Audited Financial Statements
                          Index To Financial Statements


                                                                                 PAGE
<S>                                                                              <C>
Independent Auditor's Report                                                     F-2
Consolidated Balance Sheet as of June 30, 2002                                   F-3
Consolidated Statements of Income for the years ended June 30, 2002 and 2001     F-4
Consolidated Statements of Changes in Stockholders' Equity
     for the years ended June 30, 2002 and 2001                                  F-5
Consolidated Statement of Cash Flows for the years ended June 30, 2002 and 2001  F-7
Notes to Financial Statements                                                    F-9
</TABLE>


                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying consolidated balance sheet of HyperDynamics
Corporation and subsidiaries as of June 30, 2002, and the related consolidated
statements of income, stockholders' equity, and cash flows for the two years
then ended. These financial statements are the responsibility of HyperDynamics'
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 audits provide 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, 2002, and the results of its operations and its cash
flows for the two years then ended, in conformity with accounting principles
generally accepted in the United States of America.

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


MALONE  AND  BAILEY,  PLLC
www.malone-bailey.com
Houston,  Texas

September  13,  2002


<PAGE>
<TABLE>
<CAPTION>
                           HYPERDYNAMICS CORPORATION
                           CONSOLIDATED BALANCE SHEET
                               As of June 30, 2002

<S>                                                       <C>
                    ASSETS
Current Assets
  Cash                                                    $    29,015
  Restricted certificate of deposit                            80,715
  Accounts receivable, net of allowance for
    doubtful accounts of $5,000                                27,792
  Inventory                                                     7,027
  Other current assets                                          5,724
                                                          ------------
    Total Current Assets                                      150,273

Property and equipment, net of accumulated
  depreciation of $307,315                                    617,666
Other Assets
  Investment in joint venture                                 550,000
  Restricted certificate of deposit                           283,595
  Goodwill                                                    350,000
  Deposits                                                     23,432
                                                          ------------
      TOTAL ASSETS                                        $ 1,974,966
                                                          ============

      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of installment debt                     $    19,891
  Accounts payable and accrued expenses                       969,106
  Accrued officer salaries                                    133,603
  Customer deposits                                            40,325
  Dividends payable                                           197,396
  Dividends payable to related party                          118,083
                                                          ------------
    Total Current Liabilities                               1,478,404
Long-term portion of installment debt                          61,015
Deferred rent                                                 122,330
                                                          ------------
      TOTAL LIABILITIES                                     1,661,749
                                                          ------------
Commitments and Contingencies

Stockholders' Equity
  Convertible preferred stock, par value $.001;
    stated value $1,000; 20,000,000 authorized;
    Series A - 1,945 shares issued and outstanding                  2
    Series B - 2,725 shares issued and outstanding                  3
  Common Stock, par value $.001; 50,000,000 shares
    authorized; 21,033,791 shares issued and outstanding       21,034
  Additional paid in capital                                8,491,055
  Accumulated deficit                                      (8,198,877)
                                                          ------------
    Total Stockholders' Equity                                313,217
                                                          ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 1,974,966
                                                          ============

                 See accompanying summary of accounting policies
                       and notes to financial statements.
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                         CONSOLIDATED INCOME STATEMENTS
                   For the Years Ended June 30, 2002 and 2001


                                                         2002          2001
                                                     ------------  ------------
<S>                                                  <C>           <C>
Revenues                                             $   355,628   $   426,601
Cost of revenues                                         526,197       919,538
                                                     ------------  ------------
      GROSS MARGIN DEFICIT                              (170,569)     (492,937)
                                                     ------------  ------------
Operating Expenses
  Selling                                                 74,034       126,511
  General and administration                           2,561,996     1,096,471
  Litigation costs payable in stock                                    994,052
  Depreciation and amortization                          250,808       122,144
  Loss on retirement of assets                             9,523        20,149
  Impairment loss on revenue interest - Sierra-Net                      28,865
                                                     ------------  ------------
    Total Operating Expenses                           2,896,361     2,388,192
                                                     ------------  ------------
      NET LOSS FROM OPERATIONS                        (3,066,930)   (2,881,129)
                                                     ------------  ------------
Other Income (Expense)
  Interest expense                                       (10,595)       (3,549)
  Interest income                                         18,083        75,495
                                                     ------------  ------------
    Total Other Income                                     7,488        71,946
                                                     ------------  ------------
      NET LOSS                                        (3,059,442)   (2,809,183)

      Preferred dividend requirement                    (175,595)     (102,788)
                                                     ------------  ------------

NET LOSS CHARGEABLE TO COMMON SHAREHOLDERS           $(3,235,037)  $(2,911,971)
                                                     ============  ============


Basic and diluted loss per common share              $      (.19)  $      (.21)
Weighted average shares outstanding                   17,426,561    13,655,960


                 See accompanying summary of accounting policies
                       and notes to financial statements.
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                    For the Years Ended June 30, 2002 and 2001


                                              Preferred              Common
                                          Shares     Amount     Shares    Amount
                                        ----------  --------  ----------  -------
<S>                                     <C>         <C>       <C>         <C>

Balances, June 30, 2000                     2,560   $     3   13,021,820  $13,022

Common stock issued for:
  - cash                                                         175,000      175
  - exercise of options                                           37,638       38
  - services                                                     171,038      171
  - stock subscription                                           237,500      238

Issuance of stock options and warrants

Repurchase and cancellation of common
  stock purchased on the open market                             (2,500)       (3)

Issuance of convertible Preferred
  Stock Series B to related party in
  connection with the acquisition of
  SCS Corporation                           2,725         3

Preferred stock dividends

Conversion of preferred stock
  to common stock                            (615)       (1)     721,449      721

Payment of preferred stock dividends
  in common shares                                                10,000       10

Net loss
                                        ----------  --------  ----------  -------
Balances, June 30, 2001                     4,670         5   14,371,945   14,372

Common stock issued for:
  - cash                                                       1,349,170    1,349
  - exercise of options                                          445,250      445
  - services                                                   2,894,301    2,894
  - contingent note payable                                      700,000      700
  - accounts payable                                           1,273,125    1,274

Issuance of stock options and warrants

Preferred stock dividends

Net loss
                                        ----------  --------  ----------  -------
Balances, June 30, 2002                     4,670   $     5   21,033,791  $21,034
                                        ==========  ========  ==========  =======


                 See accompanying summary of accounting policies
                       and notes to financial statements.
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                   For the Years Ended June 30, 2002 and 2001
                                  (Continued)

                                         Additional
                                          Paid  in    Accumulated
                                          Capital       Deficit       Totals
                                        ------------  ------------  -----------
<S>                                     <C>           <C>           <C>
Balances, June 30, 2000                 $ 4,428,527   $(2,051,869)  $2,389,683

Common stock issued for:
  - cash                                     69,825                     70,000
  - exercise of options                      18,781                     18,819
  - services                                206,547                    206,718
  - stock subscription                       94,762                     95,000

Issuance of stock options and warrants      182,359                    182,359

Repurchase and cancellation of common
  stock purchased on the open market         (2,599)                    (2,602)

Issuance of convertible Preferred
  Stock Series B to related party in
  connection with the acquisition of
  SCS Corporation                            28,997                     29,000

Preferred stock dividends                                 (102,788)   (102,788)

Conversion of preferred stock
  to common stock                              (720)

Payment of preferred stock dividends
  in common shares                            7,721                      7,731

Net loss                                               (2,809,183)  (2,809,183)
                                        ------------  ------------  -----------
Balances, June 30, 2001                   5,034,200    (4,963,840)      84,737

Common stock issued for:
  - cash                                    477,151                    478,500
  - exercise of options                     211,855                    212,300
  - services                              1,389,606                  1,392,500
  - contingent note payable                 349,300                    350,000
  - accounts payable                        971,141                    972,415

Issuance of stock options and warrants       57,802                     57,802

Preferred stock dividends                               (175,595)     (175,595)

Net loss                                               (3,059,442)  (3,059,442)
                                        ------------  ------------  -----------
Balances, June 30, 2002                 $ 8,491,055   $(8,198,877)  $  313,217
                                        ============  ============  ==========


                 See accompanying summary of accounting policies
                       and notes to financial statements.
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the Years Ended June 30, 2002 and 2001

                                                         2002          2001
                                                     ------------  ------------
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $(3,059,442)  $(2,809,183)
Adjustments to reconcile net loss to cash
  used from operating activities:
    Depreciation and amortization                        250,808       122,144
    Stock issued for services                          1,392,500     1,092,958
    Options and warrants issued                           57,802       182,359
    Loss on disposition of assets                          9,523        20,149
    Impairment loss                                                     28,865
  Changes in assets and liabilities, net of
    acquisition:
    Accounts receivable                                    2,896       506,504
    Inventory                                             39,151        (6,362)
    Other current assets                                  16,752        40,670
    Accounts payable and accrued expenses                250,742      (181,414)
    Accrued officer salaries                             159,353
    Customer deposits                                     40,325
    Change in deferred rent                               17,768       122,038
                                                     ------------  ------------
NET CASH USED IN OPERATING ACTIVITIES                   (821,822)     (881,272)
                                                     ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                    (26,018)     (700,292)
  Decrease in restricted cash                             71,990
  Proceeds from sale of assets                             2,871
  Collection of note receivable                                        400,000
  Security deposits paid                                                (2,800)
                                                     ------------  ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES       48,843      (303,092)
                                                     ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock                     690,800       183,819
  Change in stock subscription receivable                 95,000       (95,000)
  Payments on installment debt                           (18,071)       (5,468)
  Proceeds from new installment debt                                   104,444
  Purchases of common stock                                             (2,601)
                                                     ------------  ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                767,729       185,194
                                                     ------------  ------------

Net Change In Cash                                   $    (5,250)  $  (999,170)
                                                     ------------  ------------
    CASH AT BEGINNING OF PERIOD                           34,265     1,033,435
                                                     ------------  ------------
    CASH AT END OF PERIOD                            $    29,015   $    34,265
                                                     ============  ============


                 See accompanying summary of accounting policies
                       and notes to financial statements.
</TABLE>


                                      F-6
<PAGE>
                            HYPERDYNAMICS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the Years Ended June 30, 2002 and 2001



                                                   2002      2001
                                                 --------  --------

SUPPLEMENTAL DISCLOSURES
  Interest paid in cash                          $  9,801  $  3,549

NON-CASH TRANSACTIONS
  Engagement of vendor to produce seismic work
    as an investment in a joint venture          $550,000
  Issuance of common stock to cancel contingent
    liability related to the purchase of assets
    of Seacon Computer Systems, Inc.              350,000
  Issuance of common stock for accounts payable   972,415
  Payment of preferred stock dividends in
    common shares                                             7,731


                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                      F-7
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  SIGNIFICANT  ACCOUNTING  POLICIES

Nature of business. HyperDynamics Corporation is a Delaware corporation formed
in March 1996. HyperDynamics utilizes its integrated technology infrastructure
to provide a variety of general and vertical industry focused services. In its
own name, HyperDynamics provides generalized information technology services.
Through its wholly-owned subsidiary, SCS Corporation, HyperDynamics focuses on
oil and gas company services, such as seismic data management. Through SCS,
HyperDynamics currently derives a significant portion of its revenue from the
conversion of seismic data from tape media to modern media, such as DVD computer
technology. Through SCS's investment in GHRC in late fiscal 2002 (Note 3),
HyperDynamics began operations in oil and gas exploration, seismic data
acquisition, processing, and interpretation.

The fiscal year-end is June 30.

Basis of presentation. The consolidated financial statements include the
accounts of HyperDynamics and its wholly-owned subsidiary, SCS Corporation.
Significant inter-company accounts and transactions have been eliminated.

Estimates and assumptions. Preparing financial statements in conformity with
accounting principles generally accepted in the United States of America
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.

Cash and cash equivalents include all highly liquid investments purchased with
original maturities of three months or less. Restricted cash is a certificate of
deposit at a bank to back a letter of credit supporting the construction and the
lease commitment for HyperDynamics' new facility. The CD matures on May 9, 2003
and accrues interest at 2% annually. HyperDynamics plans to renew it each year
for the next 4 years and the amount will be reduced to coincide with the Letter
of Credit in favor of HyperDynamics' Landlord. The restriction on the CD
established as security for the Letter of Credit is removed over the next 4
years of the lease. 20% of the remaining $364,310 Letter of Credit may be
converted to operating cash in each of the next three years on November 1 in
2002, 2003, and 2004 and the remaining 25% on November 1, 2005.

Revenue recognition. Revenue from tape conversions, consulting, and information
technology services is recognized when services are rendered. While contracts to
perform such services might last multiple years, provisions allow for periodic
billing based on what services have been performed during each period. Revenue
from hardware and software sales is recognized when goods are shipped.

Accounts receivable are written down to reflect management's best estimate based
upon known specific analysis, historical experience, and other currently
available evidence of the net collectable amount.


                                      F-8
<PAGE>
Inventory consists of computer hardware, software, and tape media and is stated
at the lower of cost or market using the first-in first-out basis (FIFO).

Long-lived Assets.  Property and equipment are stated on the basis of historical
cost less accumulated depreciation.  Depreciation is provided using the
straight-line method over the estimated useful lives of the assets of 3 - 5
years.

Goodwill was recorded when the additional shares were issued in the current
year, modifying last year's purchase price for SCS(see Note 3).  There was no
goodwill recorded in the original purchase transaction in 2001.  HyperDynamics
adopted SFAS 141 in the current year, and is not amortizing goodwill.

Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.
Impairment losses have not been recognized because the estimated revenues of the
SCS acquisition in June 2001 were not originally expected to occur for several
months and they have started in August 2002.

Accounts payable and accrued expenses consist of the following:

                     Accounts payable                   $903,224
                     Accrued payroll and payroll tax      22,295
                     Other taxes payable                  26,111
                     Current portion of deferred rent     17,476
                                                        --------
                                                        $969,106
                                                        ========

Deferred rent represents the difference between the rent expense per month as
calculated based on the total contractual payments specified over the 10-year
period of the lease and the actual monthly rent paid.  It arises because the
initial 6 months of the lease were free.  The deferral will reverse beginning in
the year ended June 30, 2005.

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.

HyperDynamics accounts for stock options issued to employees under the intrinsic
value method. Under this method, no compensation expense is recognized for stock
options granted when the number of underlying shares is known and exercise price
of the option is greater than or equal to the fair market value of the stock on
the date of grant.  Fair value is used for options and warrants issued to
non-employees as compensation.

The basic net loss per common share is computed by dividing the net loss
applicable to common stockholders by the weighted average number of common
shares outstanding.

Diluted net loss per common share is computed by dividing the net loss
applicable to common stockholders, adjusted on an "as if converted" basis, by


                                      F-9
<PAGE>
the weighted average number of common shares outstanding plus potential dilutive
securities.  For the years ended June 30, 2002 and 2001, potential dilutive
securities had an anti-dilutive effect and were not included in the calculation
of diluted net loss per common share.

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

Recently issued accounting pronouncements.  HyperDynamics does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on HyperDynamics' results of operations, financial position or cash flow.


NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, HyperDynamics has incurred
recurring net losses of $3,059,442 and $2,809,183 in 2002 and 2001,
respectively, and has an accumulated deficit of $8,198,877 as of June 30, 2002.
These conditions create an uncertainty as to HyperDynamics' ability to continue
as a going concern.  Management is trying to raise additional capital through
sales of its common stock as well as seeking financing from third parties.  The
financial statements do not include any adjustments that might be necessary if
Hyperdynamics is unable to continue as a going concern.


NOTE 3 - GOODWILL

On April 23, 2002, HyperDynamics issued 700,000 shares of its common stock
valued at $350,000 to Seacon Computer Systems, Inc., the former owners of the
assets of SCS, as a partial payment to substitute for $350,000 of the $700,000
contingent note payable pursuant to the acquisition of SCS.  Originally,
HyperDynamics owed quarterly payments of 25% in cash and another 25% in common
stock of SCS's profits.  Seacon accepted the 700,000 shares as a single
settlement of all future possible cash portions of the note.  Therefore, the
quarterly payment in the future will be only 25% of SCS's profit, if any, for
each quarter, paid in stock.  As yet, SCS has not recorded any profits.  The
700,000 shares were recorded as an adjustment to the purchase price of SCS as
goodwill on the purchase of SCS.  Any additional payments will also be recorded
as additions to goodwill.  Goodwill will be tested as needed for impairment.  No
impairment was recorded during 2002 or 2001.


NOTE 4 - EQUITY INVESTMENT IN GHRC

On March 4, 2002, SCS entered into an Agreement with USOil Corporation ("USOil")
to form a Belize Corporation, Guinea Hydrocarbon Resource Corporation ("GHRC"),
as the entity to perform all requirements under the 1995 Revenue and Production
Sharing Agreement ("1995 RPSA") originally between USOil and The Republic of
Guinea in Africa.

SCS accepted a 50% ownership in GHRC in exchange for promising to pay $1.6
million to USOil, and to provide managerial, geological and geophysical
expertise.


                                      F-10
<PAGE>
USOil accepted the other 50% ownership in exchange for assigning to GHRC the
1995 RPSA, in which USOil is named as the exclusive exploration and exploitation
contractor for the Republic of Guinea for an area of approximately 65,000 square
kilometers offshore.  In conjunction with the assignment of the 1995 RPSA, GHRC
has replaced USOil as the government of Guinea's contractor.

In connection with the management, SCS and GHRC jointly engaged a third-party
seismic services contractor to perform work for SCS for $550,000.  The agreement
called for timely payment which didn't occur.  The stated penalty was that SCS
may be required to cede 10% ownership of GHRC to the contractor, thus reducing
its own ownership interest to 40%.  SCS is in the process of renegotiating this
potential obligation.  The $550,000 is shown as an investment in the GHRC which
is described as a joint venture since the required $1.6 million payment to USOil
has not yet been made.  The corresponding liability is included in accounts
payable.

The 1995 RPSA expires in November 2002 and current negotiations are in progress
to renew it.  This contract provides for a royalty of 15% to the Republic of
Guinea of all production for the first seven years of production and a royalty
ranging from 25% to 50% of the production, net of costs, thereafter.  The 1995
RPSA also provides for the contractor to surrender parts of the area over the
term of the agreement if work obligations are not met per a schedule outlined in
the agreement.  GHRC believes that it has met all requirements for the initial
phase of exploration. GHRC met with government representatives in September 2002
to report on the initial 2D seismic survey that GHRC had performed in April
2002.

In April 2002, the parties agreed to a specific work program beginning with
additional geological and geophysical work in October 2002 and culminating in
the drilling of an exploratory well during 2003 and commercial production, if
warranted, in 2004.  The additional geological and geophysical work is expected
to cost $2.5 million and the cost of drilling wells and beginning production has
not been determined, but will likely cost in excess of $20 million.  The work is
expected to be funded by the sale of participation units to a limited number of
outside oil company participants.  If GHRC is unable to elicit outside
participation, it is unlikely to complete this work program and thus may lose
its exploration and exploitation rights under the 1995 RPSA.  Even if GHRC lost
its rights under the 1995 RPSA, it would still retain the right to sell the
seismic data it has collected.

Financial information for GHRC is as follows:

          SUMMARY OF OPERATIONS:
             Company Equity in net loss (a)              $(21,043)
                                                         ========

          BALANCE SHEET ACCOUNTS
             Investment in joint venture                 $550,000
             Accounts payable (b)                         550,000
                                                         ========

(a)  All losses are included in HyperDynamics' general and administrative
     expenses for 2002, because HyperDynamics pays all GHRC expenses and because
     their ownership in GHRC is dependent upon the success of GHRC in raising
     capital to pay the $1.6 million for their ownership and to pursue the
     drilling program to maintain the leasehold development rights.


                                      F-11
<PAGE>
(b)  Cost of the initial survey performed in April 2002. The contractor who
     performed this survey is entitled to 90% of the proceeds from data sales or
     participation fees until the $550,000 is paid.


NOTE 5 - PROPERTY AND EQUIPMENT

A summary of property and equipment is as follows:

     Computer equipment and software      3 years             $ 210,850
     Office equipment and furniture       5 years                94,284
     Leasehold improvements               5 years               619,847
                                                              ---------
          Total cost                                            924,981
     Less:  accumulated depreciation and amortization          (307,315)
                                                              ---------
          Net carrying value                                  $ 617,666
                                                              =========

During fiscal year 2002, Hyperdynamics changed its estimated life for leasehold
improvements from 10 years to 5 years. The change increased current amortization
by $57,451 and will result in full amortization of the leasehold improvements by
fiscal year 2006.


NOTE 6 - INSTALLMENT DEBT

HyperDynamics is obligated on three capital leases payable in monthly payments
totaling $2,352 including principal and interest ranging from 10 - 21% APR, and
secured by electrical equipment, a burglar alarm and a telephone system.
Principal maturities are $19,891 in fiscal 2003 and $61,015 due in later years,
or $22,304 in 2004, $25,030 in 2005, and $13,681 in 2006.


NOTE 7 - LETTER OF CREDIT

HyperDynamics renewed its letter of credit for $370,855 with Frost Bank, which
now expires on October 31, 2002.  The purpose of the letter of credit is to
guarantee the lease payments on HyperDynamics' office space.  The letter of
credit is guaranteed by security interest in a certificate of 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, 2002, nor as of September 12,
2002.  The letter is expected to be renewed and reduced to $283,595 in October
2003 in accordance with our lease.

NOTE 8 - INCOME TAXES

Income taxes are not due since HyperDynamics has had losses since inception.
HyperDynamics has deductible net operating losses of approximately $2,300,000 in
each of 2002 and 2001, which each can be carried forward for 20 years.

                Deferred tax assets               $ 2,230,000
                Less: valuation allowance          (2,230,000)
                                                  -----------
                Net deferred taxes                $         0
                                                  ===========


                                      F-12
<PAGE>
Internal Revenue Section 382 restricts the ability to use these carryforwards
whenever an ownership change as defined occurs.  HyperDynamics incurred such an
ownership change on January 14, 1998 and again on June 30, 2001, As a result of
the first ownership change, HyperDynamics' use of net operating losses as of
January 14, 1998 of $949,000 are restricted to $151,000 per year.  The
availability of losses from that date through June 30, 2001 of $3,313,000 since
that date is restricted to $784,000 per year.  Losses in 2002 are not
restricted.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

HyperDynamics and its subsidiaries are involved in a number of routine business
disputes that have arisen in the ordinary course of business.  HyperDynamics is
unable to predict the outcome of these matters, but does not believe that the
ultimate resolution of these matters will have a material adverse effect on the
financial statements of HyperDynamics.  The amounts in dispute total
approximately $135,000, which is not accrued.

HyperDynamics leases its office space from AT&T over a 10-year period.  The base
monthly rent is $0 for months 1-6, $20,774 for months 7-54, and $24,114 for
months 55-120, beginning November 1, 2000.  Additional common area maintenance
charges will be assessed.  At June 30, 2002, future minimum payments are
$249,288 per year in fiscal years 2003-2004, $252,328 in year 2005, $289,364 per
year in years 2006-2010, and 120,568 in 2011.  Rent expense for the years ended
June 30, 2002 and 2001 totaled $286,701 and $184,567, respectively.
HyperDynamics has a termination option that may be exercised after 60 months of
the lease.  If the termination option is exercised HyperDynamics will be
released from the lease after 69 months.

Due to a severe downturn in the IT services and communications industry,
HyperDynamics is in the process of renegotiating its lease agreement with AT&T.

In addition, HyperDynamics is involved in a dispute with its preferred
shareholders over conversion rights to common and if monetary damages are for
various claims against the preferred shareholders.  The effect of this outcome
is not known.


NOTE 9 - PREFERRED STOCK

Series A Convertible Preferred Stock was issued in January 2000 for net proceeds
of $2,604,190.  The stated value is $1,000 per share and par value is $.001.  It
is convertible into HyperDynamics' 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 any of the stock may be converted at any time at the holder's
option, and all shares outstanding as of January 30, 2002 were to be
automatically converted.  This series is non-voting and pays dividends of 4%,
payable at conversion in either cash or shares of common stock, at
HyperDynamics' option.  1,055 shares were converted to common in 2000 and 2001.
HyperDynamics has not converted any of the Series A shares since fiscal 2001
because of claims filed in November 2001 in our lawsuit with the Series A
shareholders.  Since the outcome is not known and no conversion has been
effected, HyperDynamics is continuing to accrue the dividend.


                                      F-13
<PAGE>
In 2001, $93,705 in dividends were earned, of which $7,731 were paid with the
issuance of 10,000 shares of common stock in conjunction with the conversion of
615 shares of the preferred stock to 721,449 shares of common stock.  The
remaining dividends earned, $85,974, were accrued.  2002 dividends of $66,597
have been accrued, resulting in total accrued dividends of $197,396.

2,725 shares of Series B Convertible Preferred Stock were issued for the
acquisition of SCS Corporation on May 31, 2001.  The stated value is $1,000 per
share and the par value is $.001.  Each Series B share may vote 7,408 common
shares for a total of 20,186,800 votes.  The shares are convertible to common
stock at the lesser of $.135 or 50% of the current 5-day average trading price.
Series B stockholders are entitled to a 4% cumulative dividend on the stated
value, which is payable only upon conversion of the preferred stock.  Dividends
may be paid in stock or cash at HyperDynamics' option.  Dividends accrued during
2002 and 2001 were $175,595 and $102,788, respectively, for a total of $315,479
as of June 30, 2002.

If all Preferred Series A and B shares were converted as of June 30, 2002 at the
current market price, total common shares outstanding would be about 45,387,000
shares.


NOTE 10 - COMMON STOCK

During the year ended June 30, 2002, 349,750 options were exercised for $212,300
and 100,000 shares were issued upon the cashless exercise of 300,000 warrants
with an exercise price of $.40 when the market price was $.60. 1,273,170 shares
were issued in payment of 2001 legal costs of $972,414. 2,894,301 shares valued
at $1,392,500 were issued to consultants for services in 2002. 1,349,170 shares
were issued for $478,500 pursuant to private subscription agreements.
Additionally, on April 23, 2002, 700,000 shares were issued as a payment for the
acquisition of SCS Corporation (see Note 3). Also during the year, the
expiration date was extended for certain warrants issued to consultants to
purchase 321,181 shares of common stock at exercise prices ranging from $0.50 to
$1.50 resulting in additional compensation expense of $57,802.


NOTE 11 - STOCK OPTIONS AND WARRANTS

HyperDynamics' Stock Option Plan provides for the grant of non-qualified options
to directors, employees and consultants, and opportunities for directors,
officers, employees and consultants to make purchases of stock in HyperDynamics.
In addition, HyperDynamics 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, 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.

HyperDynamics uses the intrinsic value method of calculating compensation
expense for employees.  During 2002 and 2001, no compensation expense was
recognized for the issuance of options and warrants issued to employees, because
no option prices were below market prices at the date of grant.


                                      F-14
<PAGE>
During 2002 and 2001, HyperDynamics issued 421,181 and 581,181 options and
warrants, respectively, to consultants whose stock-based compensation is
recorded at fair value.  The compensation cost recorded for these options and
warrants was $57,802 and $182,359 based on the Black-Scholes option pricing
model.

Had compensation cost for HyperDynamics' stock-based compensation plan for
employees 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, HyperDynamics' net losses and loss per share
would have been increased to the pro forma amount indicated below:

                                                     2002             2001
                                                  -----------      -----------
     Net loss chargeable to common shareholders
          - As reported                           $(3,235,037)     $(2,911,971)
          - Pro forma                              (3,805,932)      (3,728,073)
     Net loss per share
          - As reported                           $(     0.19)     $(     0.21)
          - Pro forma                              (     0.22)      (     0.27)

The weighted average fair value of the stock options granted during 2002 and
2001 was $.46 and $.58, respectively.  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.

Summary information regarding options and warrants is as follows:

<TABLE>
<CAPTION>
                                         Weighted                Weighted
                                          Average                Average
                                           Share                  Share
                             Options       Price      Warrants    Price
                           -----------  -----------  -----------  ------
<S>                        <C>          <C>          <C>          <C>
Year ended June 30, 2001:
  Outstanding, 2000           630,834   $       .47   1,270,850   $  .57
  Granted                     346,181           .61   6,722,500      .52
  Exercised                  ( 47,638)          .60
  Expired                    (308,241)          .60  (  145,850)     .66
  Forfeited                  (115,000)         4.72
                           -----------  -----------  -----------  ------
Outstanding, year ended
  June 30, 2001               506,136           .76   7,847,500     1.01

Year ended June 30, 2002:
  Granted                     158,636           .76     350,000      .93
  Exercised                  (350,000)          .61  (  300,000)     .40
  Expired                    (150,136)         1.10  (  425,000)     .91
  Forfeited                                          (1,200,000)     .40
                           -----------  -----------  -----------  ------
Outstanding, year ended
  June 30, 2002               164,636   $      1.15   6,272,500   $ 1.16
                           ===========  ============  ==========  ======
</TABLE>


                                      F-15
<PAGE>
Options outstanding and exercisable as of June 30, 2002:


                                - - Outstanding - -        Exercisable
                              No. of          Remaining    Number of
       Exercise Price         Shares            life        Shares
                             ---------        --------     -------
          .50                  21,181         1 years       21,181
         1.25                 143,455         0 years      143,455
                             ---------                     -------
                              164,636                      164,636
                             =========                     =======

     Warrants outstanding and exercisable as of June 30, 2002:


                           - - Outstanding - -    Exercisable
                         No. of       Remaining    Number of
       Exercise Price    Shares         life        Shares
                        ---------     ---------   ----------
           .40          1,200,000      2 years     900,000
           .40          1,200,000      3 years   1,200,000
           .40          1,200,000      4 years
           .40          1,200,000      5 years
           .50            150,000      1 years     150,000
          1.00            306,250      1 years     306,250
          1.50             75,000      1 years      75,000
          1.50            375,000      0 years     375,000
          1.50             60,000      2 years      30,000
          2.00            206,250      2 years     206,250
          5.91            300,000      4 years     300,000
          7.09            300,000      4 years     300,000
                        ---------                ---------
                        6,572,500                3,842,500
                        =========                =========

NOTE 12 - SEGMENT DISCLOSURES

SFAS No. 131. "Disclosures about Segments of an Enterprise", requires
disclosures of information about operating segments.  Beginning with the
acquisition of SCS, HyperDynamics was operating in two reportable segments: the
Information Technology segment ("HYPD") and the Seismic Data Conversion segment
("SCS").  Corporate assets are included in the HYPD segment.  HyperDynamics
evaluates performance based on profit or loss from operations before income
taxes.  There are no intersegment sales and transfers.  The following table
summarizes certain balance sheet and income statement data as required by SFAS
131:

<TABLE>
<CAPTION>
                                                      HYPD           SCS          Totals
                                                  -------------  -------------  ------------
<S>                                               <C>            <C>           <C>
Segment assets                                    $  1,016,728   $    958,238  $  1,974,966
Expenditures for long-lived assets
  2001                                                 903,793          1,185       700,292
  2002                                                   5,654         20,364        26,018


                                      F-16
<PAGE>
Income Statement Data, Year Ended June 30, 2002:

  Revenues                                        $    147,586   $    208,042  $    355,628
  Cost of sales                                     (  304,291)    (  221,906)   (  526,197)
  Selling, general and administrative               (1,144,319)    (1,491,711)   (2,636,030)
  Depreciation & amortization                       (  243,955)    (    6,853)   (  250,808)
  Loss on equipment retirement                      (    8,341)    (    1,182)   (    9,523)
  Interest expense                                  (   10,386)    (      209)   (   10,595)
  Interest income                                       18,083                       18,083
                                                  -------------  -------------  ------------
  Net loss                                        $ (1,545,623)  $ (1,513,819)  $(3,059,442)
                                                  =============  =============  ============

Income Statement Data, Year Ended June 30, 2001:

  Revenues                                        $    374,683   $     51,918  $    426,601
  Cost of sales                                     (  873,878)       (45,660)   (  919,538)
  Selling, general and administrative               (2,142,762)       (50,515)   (2,193,277)
  Depreciation &  amortization                      (  122,094)       (    50)   (  122,144)
  Loss on equipment retirement                      (   20,149)                  (   20,149)
  Interest income                                       75,495                       75,495
  Interest expense                                      (3,549)                  (    3,549)
  Other expense                                        (52,622)                  (   52,622)
                                                  -------------  -------------  ------------
  Net loss                                        $ (2,764,876)  $    (44,307)  $(2,809,183)
                                                  =============  =============  ============
</TABLE>

HyperDynamics had one customer with revenues that comprised 19% of total
revenues and one vendor with purchases comprising 16% of total purchases.

Concentrations.  The seismic data media conversion segment operates exclusively
in the oil and gas industry.


NOTE 13 - RELATED PARTY TRANSACTIONS

Related party transactions include payments to the CEO's brother for consulting
services as follows: issuance of 1,474,301 shares of stock valued at $692,500.
Additionally, a former director of HyperDynamics exercised 300,000 warrants at
$.40 per share as a cashless warrant when the market price was $.60 per share,
resulting in a net issuance of 100,000 shares.


NOTE 14 - SUBSEQUENT EVENTS

On August 1, 2002, HyperDynamics entered into a financing arrangement which
provides for approximately $21,000 to be paid to HyperDynamics during each of
the three months of August, September, and October.  The proceeds of the
financing arrangement accrue interest at 28% and are payable on demand.  Demand
is expected to be made in November 2002.

On August 26, 2002, HyperDynamics' officers agreed to convert their accrued
salaries payable as of June 30, 2002 into unsecured convertible notes payable
totaling $138,450.  The interest rate on the notes payable is 12% per annum.
The notes are convertible at the option of the officer into restricted common
stock at 60% of the lowest closing bid price during the six months preceding the
officer's letter notifying HyperDynamics that he wishes to convert the note into
shares.  If the accrued salaries were converted on June 30, 2002, the additional
expense resulting from issuing the additional shares would have been $92,300.


                                      F-17
<PAGE>
On August 26, 2002, HyperDynamics entered into a contract to issue stock valued
at up to $150,000 between August 26, 2002 and November 26, 2002 at $.27 per
share, which approximates current market price, to a company owned by the CEO's
brother, which is assisting in marketing efforts associated with SCS.


                                      F-18
<PAGE>