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

                           FORM 10-KSB AMENDMENT NO. 1

[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 Amendment No. 1 or any
amendment  to  this  Form  10-KSB  Amendment  No.  1.  [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.


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

PART I
<S>                                                                                  <C>

   Item 1     Business                                                                3

   Item 2     Properties                                                              7

   Item 3     Legal Proceedings                                                       8

   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   9

   Item 6     Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                                  12

   Item 7     Financial Statements                                                   15

   Item 8     Changes in and Disagreements With Accountants in Accounting and
              Financial Disclosure                                                   15

PART III

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

   Item 10     Executive Compensation                                                18

   Item 11     Security Ownership of Certain Beneficial Owners and Management        21

   Item 12     Certain Relationships and Related Transactions                        23

   Item 13     Exhibits and Reports on Form 8-K                                      24

   Item 14     Evaluation of disclosure controls and procedures                      24
</TABLE>


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<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, we
leveraged  our resources while moving away from the troubled IT services market.
We  have  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
started  with  the  acquisition of SCS Corporation in May of 2001. The result is
the  addition  of  growing  and  developing  oil  and gas industry based service
revenues  associated  with  seismic  data  management.

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. We 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 our ITSP business plan, in January 2000 we 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  us  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  we  never had a chance to raise sufficient
capital  and  were  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 our counter lawsuit (Item 3 Legal Proceedings) filed
during  the  fiscal  year.  We  believe  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, we failed to obtain
minimally  required core ITSP business at our 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  our  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  our  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 our financial position
and  result  of  operations.  Consequently, we were not seriously considered for
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


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<PAGE>
increase  revenues  for  this  targeted  sector  of  our  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

We implemented a significant diversification strategy on May 31, 2001 by closing
our  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, we have
increased 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
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


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<PAGE>
software establishes a major competitive advantage for us as a primary component
for  our  SCS  NuDataTM  Management System. The ONYX software has been developed
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.

We  plan  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  client's  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,
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


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<PAGE>
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  we  have  no  intention  of  entering  the  seismic  data
     acquisition  business  we now have a need, through GHRC, for these services
     and  we  are  establishing  significant  strategic  alliances  with seismic
     acquisition companies. Additionally, the requirement for seismic processing
     and  interpretation  of  newly  acquired  data  is  quite  extensive.

-    ACQUISITION OF ADDITIONAL SEISMIC DATA MANAGEMENT RELATED COMPANIES. We are
     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. We are
     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


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Hyperdynamics has a mission to be a premier integrated technology services
provider (ITSP(SM)). Through its initial strategies, we have begun to build our
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
our vertical industry strategy with increasing revenues and growing expertise
for technology based services in the vertical oil and gas industry.




Employees and Independent Contractors

We  have  ten  full  time  employees. We use independent contractors to minimize
fixed  overhead.  While utilization of independent contractors reduces our 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 We have positioned ourselves 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  our  plans  to  establish  its  first ITC at the Westwood
Technology  Center  as  discussed  below, we negotiated with major International
Exchange  Carriers  to  decide  on  our  key  Internet  backbone partner for our
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, we
will  maintain  grade  A  communications as required to deliver the top level of
services.

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  we  signed  a  10-year  lease  with AGB Westwood, LTD to lease our 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  our  first


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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 we 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, we now have the ability to provide class A
bundled  IT  services  that include hosting mission critical applications in our
data  center  and  can  support  high  level redundancy with extensive bandwidth
scalability.

Under  the  lease  we 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.

We  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.


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.  We  have and intend to continue to
vigorously defend ourselves and to deny 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.


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<PAGE>
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.

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

Our  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


                                        9
<PAGE>
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.

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



Securities authorized for issuance under equity compensation plans.

<TABLE>
<CAPTION>
                             EQUITY COMPENSATION PLAN INFORMATION

                                                                       NUMBER OF SECURITIES
                                                                       REMAINING AVAILABLE
                                                                       FOR FUTURE ISSUANCE
                       NUMBER OF SECURITIES                                UNDER EQUITY
                         TO BE ISSUED UPON       WEIGHTED-AVERAGE       COMPENSATION PLANS
                            EXERCISE OF         EXERCISE PRICE OF     (EXCLUDING SECURITIES
                       OUTSTANDING OPTIONS,    OUTSTANDING OPTIONS,    REFLECTED IN COLUMN
                        WARRANTS AND RIGHTS    WARRANTS AND RIGHTS             (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. We have 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.  We  have  been  successful  in  attracting  and  retaining qualified
personnel  and  specialized consultants. We believe that our future success will
depend  in  part on our continued ability to attract and retain highly qualified
personnel  as  employees,  independent consultants, and attorneys. We pay wages,
salaries,  and  consulting  rates  that  we  believe  are  competitive.


                                       10
<PAGE>
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. Our President 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 our interest, and the
interest of our subsidiaries and our stockholders by providing incentives in the
form  of stock or stock options to key employees, consultants, and directors who
contribute  materially  to  our success and profitability. 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  us,  thus  enhancing  their  personal interest in our
continued  success  and progress. This program will also assist us in attracting
and  retaining  key  employees  and  directors.

On  April  1,  1999  we  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  we  approved an individual compensation arrangement for a
consultant  who  provided  assistance  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,  we  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 we approved a individual compensation arrangement for each of
our  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


                                       11
<PAGE>
restricted  common  stock.  We  no  longer  employ this officer 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.

On  September  24,  2001 we approved an individual compensation arrangement with
our  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 our 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

We  effected  the  following  transactions  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  we  pay  any
commissions  or  fees  to  any  underwriter  in  connection  with  any  of these
transactions.  None  of the transactions involved a public offering.  We believe
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 our
securities.  We  believe that each person was knowledgeable about our 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.


                                       12
<PAGE>
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.

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

              CAUTIONARY  STATEMENT ON FORWARD-LOOKING INFORMATION

We  are 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 us, or on our
behalf.   This  Annual  Report  on  Form  10-KSB  Amendment  No.  1  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.  Our  expectations, beliefs and
projections are expressed in good faith and we believe them to have a reasonable
basis,  including  without  limitations,  management's examination of historical
operating  trends,  data  contained in our 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  our  view,  could  cause actual results to differ
materially  from  those discussed in the forward-looking statements: our ability
of to respond to changes in the information system environment, competition, the
availability of financing, and, if available, on terms and conditions acceptable
to  us,  and the availability of personnel in the future. We have 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 our 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  $526,197 (148% 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


                                       13
<PAGE>
during  the downturn of the IT services business and ramp up of our seismic data
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 $2,832,667 (796% of
revenue)  for  the  year ended 2002, as compared to $2,339,178 (548% of revenue)
for  2001.  Consulting expenses increased to $1,474,432 in 2002 from $380,849 in
2001.  This  was primarily due to $1,392,500 in consulting expenses incurred for
product  development  and  sales  and  marketing  for  the  Company's  new  tape
transcription  services  that  were  not there last year. These expenses are not
expected  to  continue  at  this  level  on  an  ongoing basis. Also, accounting
expenses  increased  120%  to $58,480 in 2002 from $26,625 in 2001. The increase
was  primarily  due to increasing complexities and requirements of our reporting
and the hiring of a part-time in-house accounting consultant. Legal fees dropped
90.46%  to  $94,749 for 2002 compared to $994,053 for 2001. The decrease was due
to  the fact that last year the Company instigated a major lawsuit and this year
those  expenses have returned to a more normal level in 2002. Rent increased 55%
to  $286,701  for  2002 compared with $184,567 in 2001. The increase in rent was
due  primarily  to  the fact that the company moved into its new leased facility
during  2001.  Additionally,  depreciation and amortization expense increased to
$250,808  from  $122,144 due two factors: we charged a full year of depreciation
and  amortization  in 2002 for the leasehold improvements as opposed to 3 months
in  2001  and  we changed the estimated life for the leasehold improvements from
ten  years  to  five  years.

Net  Loss. Our net loss was $(3,005,271) for the year ended 2002, or ($0.18) per
share,  compared  to  $(2,809,183)  or  ($0.21) per share for 2001. The net loss
available  to  shareholders was $(3,180,866). This amount includes the deduction
for  preferred  stock  dividends.  The  negative  results are due to the factors
discussed  above.

Critical Accounting Policies

Property  and  Equipment,  and  Goodwill:

We  invested  $620,000  in leasehold improvements in April 2001 when we moved to
our  new  Integrated  Technology  Center  location.  These  improvements were to
support our new IT consulting services that we had expected to grow dramatically
when  we  planned  this  move  in  mid-2000.  This  growth didn't happen, and we
purchased  SCS  Corporation  in May 2001 to diversify into seismic data recovery
services.  The  $350,000  in goodwill represents our current year purchase price
renegotiation  of  part  of the contingent purchase price due the sellers of SCS
Corporation.  This  $350,000  and  the  remaining  book  value  of this $620,000
investment  ($478,000 as of June 30, 2002) are subject to impairment write-downs
if  the  present  value  of expected future cash flows from these assets is less
than  its  carrying  value.  Because  of  our  SCS acquisition, our revenues are
projected  to  dramatically increase, and have done so beginning in August 2002.
This  ramp-up  date  was  later  than  we originally forecasted, but is directly
connected  to  this  leasehold  improvements  investment.

If  we were to write off the goodwill and the leasehold improvements in the year
ended  June  30,  2002,  our  loss  would  be $828,000 higher.  We feel that our
forecast  of net cash flows from SCS opportunities supports our current carrying
value.

Liquidity  and  Capital  Resources

At  June 30, 2002 our current ratio of current assets to current liabilities was
..17.  This compares to .20 for 2001. It remains management's priority to achieve
cash  flow  from  operations  as  quickly as possible. As reflected in the Going
Concern opinion, it is critical as discussed hereunder that we obtain additional


                                       14
<PAGE>
working  capital  so that we can continue to meet current cash obligations while
we  continue  to  improve  cash  flow  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. We have 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. Our cash
flow  statements  only show a 6.7% decrease in cash flow used by operations from
2001  to  2002  (-$881,272  and  -$821,822  respectively). While this is a small
improvement  for  the year as a whole, with cash conservation steps put in place
by  management  and  increasing contribution margins beginning in April 2002, we
are  now  making significant progress in reducing and ultimately eradicating our
negative  cash  flow  from  operations. For example, the monthly average of cash
used by operations for fiscal year end 2002 was $68,490 per month.  However, for
the  first  nine months of the fiscal year the average cash used from operations
on  a  monthly  basis was $83,989 per month and for the last three months of the
fiscal  year  the  average cash used by operations was approximately $21,972 per
month  showing  a  significant  positive  trend.

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 has been through
our  ability  to  place  private  investments  with  accredited  investors,  for
restricted stock from several of our significant long-term shareholders and also
from  some  exercises  of  warrants  and  options. This fiscal year $690,800 was
raised  as  proceeds from sale of common stock.  Without these funds paid in, we
would  have  not  been able to reasonably meet its current obligations this last
fiscal  year.

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

In  order  to bridge ourselves to a new level of operational success, management
is  planning to raise another $250,000. On September 12, 2002, we signed a stock
subscription  agreement  to sell, on a best efforts basis, up to $250,000 of our
restricted  144  common  stock  to  IC Investments LTD at $.23 per share.  As of
October  10,  2002  we  have  raised  $10,000  from  this  agreement.

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

We  have 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  25%  of  the profits of SCS Corporation. We have the right to pay
this  note  off  using  common  stock.  We do not plan on using significant debt
financing except for the possibility of financing income-producing assets in the
future.

We  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.


                                       15
<PAGE>
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


                                       16
<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 our executive
officers and directors.

            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 our stockholders 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 our executive officers. 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
our  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  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 our Chief Operating Officer between June
1996  and June 1997. In July, 1997, Mr. Hill was appointed vice-president of the
Company. Mr. Hill currently serves in the capacity as a Director and Senior Vice
President.  Before  joining Hyperdynamics, 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.

     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


                                       17
<PAGE>
joined  us 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  now  serves  in the capacity as a Vice President and is our 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 our 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 our secretary since 1997 and as our
Chief  Financial  Officer  from  June 1996 to January 1997.  Mr. Ball 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.


                                       18
<PAGE>
ITEM 10   Executive Compensation

The following table reflects all forms of compensation for the fiscal years
ended June 30, 2000, 2001 and 2002 for services provided by our executive
officers. No executive officer 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             OTHER
                                                COMPE-     STOCK       OPTIONS     LTIP      COMPEN
NAME AND PRINCIPLE            SALARY   BONUS   NSATION     AWARDS        SARS     PAYOUTS    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 Executive
    Officer and        2001   100,000     -0-       -0-          -0-         -0-       -0-       -0-
    Chief Financial    2000   100,000     -0-       -0-          -0-      15,000       -0-       -0-
    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 our President, Chief Executive Officer (CEO), and Chief Financial
     Officer  (CFO).  In  the agreement it is noted that we intend to hire a new
     CFO  at  the  time  the  board deems it to be beneficial. 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  our  CFO.  The  contract  allows  for a base salary of $100,000
     annually  with a performance based incentive salary based on 5% of adjusted
     net  income,  up  to  an  additional $100,000 in salary. Therefore, maximum
     salary  under  the  Agreement is $200,000 annually. 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 we approved a warrant package for our 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.


                                       19
<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  we  approved  a  warrant package for our 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.


                                       20
<PAGE>
Employee Stock and Stock Option Plan

We  have been successful in attracting and retaining qualified personnel, and we
believe  that our future success will depend in part on our continued ability to
attract  and  retain  highly  qualified  personnel  as employees and independent
consultants.  We  pay  wages, salaries, and consulting rates that we believe are
competitive. We also believe that equity ownership is an important factor in its
ability  to  attract and retain skilled personnel including consultants, and our
Board  of  Directors  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.

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.  Our  President  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 our interest and the
interest of our subsidiaries and our stockholders by providing incentives in the
form  of stock or stock options to key employees, consultants, and directors who
contribute  materially  to  the  our  success and profitability. 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  us,  thus  enhancing  their  personal interest in our
continued  success  and progress. This program will also assist us in attracting
and  retaining  key  employees  and  directors.


                                       21
<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  of  our directors, (3) each of our executive officers, and (4) all of
our  executive  officers  and  directors  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               20,185,185(5)     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
     shares  attributable  to  Kent  P. Watts based on his relationship with his
     father  who  votes  the  shares  of  DJX  Ltd.


                                       22
<PAGE>
(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  our  common  stock  at  an  exercise  price  of $.75 per share,
     currently exercisable options to purchase up to 33,300 shares of our common
     stock  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. We 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, 2002 the closing
     bid  price  was $.28 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,  our Chairman, CEO, and President. 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>


                                       23
<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, the Chairman, President and CEO, is
our  consultant.  In  April  1999,  we  granted  Michael  Watts  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 agreementOf all the 850,000
options Michael Watts has received for consulting compensation since April 1996,
he  has exercised 843,819 options as of September 25, 2002. On that date he held
6,181  options  exercisable  at  a  strike  price  of  $.50  per  share.

On  November  30,  2001 we 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, our 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  our  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  our Stock and Stock Option Plan.  We paid an additional $67,500 attributable
to  work  performed  between  April  and  June 30, 2002 with the issuance of S-8
stock.

In  September  2000 then director, Bobby P. Lewis, signed a non-interest bearing
Note  to  repay  us  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 the then Executive Vice President, Darren-Anthony Lumar, signed
a  non-interest  bearing  Note  to repay us 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.

In  March  2001  the  company  hired  Ernest M. Watts, Father of Kent Watts, the
Chairman,  President  and  CEO. He has worked for the company performing various
administrative  functions including accounts payable and collections. The agreed
salary  compensation  was  $2,000 per month. During the year he agreed to reduce
his  pay  to  $400  per  month  in cash and $1,600 per month to be paid in stock
pursuant to the stock and stock plan of the company. This allowed the company to
accrue  salary  expense for the $1,600 difference conserving cash. On August 27,
2002  the  board  of  directors  approved  an  issuance  of  32,593 shares of S8
registered  stock to pay for five and a half months of accrued services pursuant
to  the  companies  employee  stock  and  stock  option  plan.

On  May  31,  2001  a Stock Exchange Agreement was executed by and among us, 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  Hyperdynamics  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


                                       24
<PAGE>
on. Thus, DJX, Ltd. has 20,186,800 votes with the total common stock outstanding
September 27, 2002 of 21,231,971 shares. This is 48.7% 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.


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,
has  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 Amendment No.
1.  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 22nd day of October 2002.

                            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 22, 2002
---------------------       Chief Executive Officer and
Kent Watts                  Chief Financial Officer

/s/ Robert Hill             Director                        October 22, 2002
---------------------
Robert Hill

/s/ Harry J. Briers         Director                        October 22, 2002
---------------------
Harry J. Briers


                                       25
<PAGE>
CERTIFICATIONS*
---------------
I, Kent Watts, certify that:
1. I have reviewed this annual report on Form 10-KSB Amendment No. 1 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 22, 2002


/s/
Kent Watts
Chief Executive Officer


                                       26
<PAGE>
CERTIFICATIONS*
---------------
I, Kent Watts, certify that:
1. I have reviewed this annual report on Form 10-KSB Amendment No. 1 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 22, 2002


/s/
Kent Watts
Chief Financial Officer


                                       27
<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 Amendment No.
1 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 Amendment No. 1 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 22, 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
Amendment no. 1 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
Amendment No. 1 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 22, 2002          /s/     ________________________
                                                 Kent P. Watts
                                          Chief Executive Officer of
                                           HyperDynamics Corporation


                                       28
<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>


<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


                                      F-2
<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
  Restricted certificate of deposit                           283,595
  Goodwill                                                    350,000
  Deposits                                                     23,432
                                                          ------------
      TOTAL ASSETS                                        $ 1,424,966
                                                          ============


      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Current portion of installment debt                     $    19,891
  Accounts payable and accrued expenses                       364,935
  Accrued officer salaries                                    133,603
  Customer deposits                                            40,325
  Dividends payable                                           197,396
  Dividends payable to related party                          118,083
                                                          ------------
    Total Current Liabilities                                 874,233
Long-term portion of installment debt                          61,015
Deferred rent                                                 122,330
                                                          ------------
      TOTAL LIABILITIES                                     1,057,578
                                                          ------------

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                                      (8,144,706)
                                                          ------------
    Total Stockholders' Equity                                367,388
                                                          ------------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 1,424,966
                                                          ============


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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   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                           2,507,825     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                           2,842,190     2,388,192
                                                     ------------  ------------
      NET LOSS FROM OPERATIONS                        (3,012,759)   (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                                        (3,005,271)   (2,809,183)
                                                     ------------  ------------
      Preferred dividend requirement                    (175,595)     (102,788)
                                                     ------------  ------------

NET LOSS CHARGEABLE TO COMMON SHAREHOLDERS           $(3,180,866)  $(2,911,971)
                                                     ============  ============

Basic and diluted loss per common share              $      (.18)  $      (.21)
Weighted average shares outstanding                   17,426,561    13,655,960


                 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


                                              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-5
<PAGE>
                            HYPERDYNAMICS CORPORATION
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                   For the Years Ended June 30, 2002 and 2001
                                   (Continued)


                                        Additional
                                          Paid in     Accumulated
                                          Capital       Deficit       Totals
                                        ------------  ------------  -----------
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                                               (3,005,271)  (3,005,271)
                                        ------------  ------------  -----------

Balances, June 30, 2002                  $8,491,055   $(8,144,706)  $  367,388
                                        ============  ============  ===========


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


                                      F-6
<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-7
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the Years Ended June 30, 2002 and 2001

                                                   2002     2001
                                                 --------  ------
<S>                                              <C>       <C>

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

NON-CASH TRANSACTIONS
  Issuance of common stock to reduce 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
</TABLE>


                                      F-8
<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 4),
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.

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).


                                      F-9
<PAGE>
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 142 in the current year, and is not amortizing goodwill.

The Company follows Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, by reviewing
such assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.  Impairment loss
recognized is the excess of the carrying amount over the fair value of the
asset.  Impairment losses have not been recognized because the estimated
revenues of the SCS acquisition in June 2001, which were not originally expected
to occur for several months, have started in August 2002.

Accounts payable and accrued expenses consist of the following:

         Accounts payable                  $299,053
         Accrued payroll and payroll tax     22,295
         Other taxes payable                 26,111
         Current portion of deferred rent    17,476
                                           --------
                                           $364,935
                                           ========

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
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.


                                      F-10
<PAGE>
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 $3,005,271 and $2,809,183 in 2002 and 2001,
respectively, and has an accumulated deficit of $8,144,706 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 - 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 agreeing to be responsible
for the financial and technical management of GHRC, and for agreeing that USOil
would have no obligation to provide any funding for GHRC.  Instead, funding for
GHRC will derive from SCS and from third party oil company investors.
HyperDynamics is accounting for this investment as a joint venture.

USOil accepted the other 50% ownership in exchange for a receivable from GHRC
for $1.6 million and for the assignment to GHRC of its 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.


                                      F-11
<PAGE>
GHRC engaged a third-party seismic services contractor to perform an initial
survey of the RPSA contracted area.  The agreement called for timely payment
which didn't occur.  Accordingly, 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 the
sole asset and liability of GHRC as of June 30, 2002.

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.  If the requirements have not been met the RPSA effectively expires
in November 2002, without additional renewal.  GHRC believes that it has met all
requirements for the initial phase of exploration, which would extend the 1995
RPSA to 2006.  The government of Guinea has not yet confirmed this understanding
in writing, but when GHRC met with government representatives in September 2002
to report on the initial 2D seismic survey that GHRC had performed in April
2002, GHRC was released to perform a specific work program.

In April 2002, GHRC and the government of Guinea 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 right to use the seismic data it has collected in recovery
of costs up to $2.5 million.  After that point, proceeds from data sales will be
shared with the government of Guinea.
..

Financial information for GHRC is as follows:

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

          BALANCE SHEET ACCOUNTS                         $      0
                                                         =========

(a)  This represents 100% of the net loss of GHRC. All losses are included in
     HyperDynamics' general and administrative expenses for 2002, because
     HyperDynamics has paid all the GHRC recorded expenses to date and thus has
     recorded losses of GHRC to the extent of their investment in GHRC.

(b)  An initial seismic survey was done in March and April 2002 for $550,000.
     The contractor who performed this survey is entitled to 90% of the proceeds


                                      F-12
<PAGE>
     from data sales or participation fees until the $550,000 is paid.
     Additionally, GHRC is required to pay $1.6 million to USOil and to pay SCS
     a fee of $100,000 for management fees prior to any profit split. These
     amounts will not be paid unless GHRC has outside oil company participation
     or significant data sales.

(c)  HyperDynamics is contingently liable for the seismic survey cost and any
     other expenses of GHRC, excepting the $1.6 million to USOil.


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 was renewed and reduced to $283,595 in October 2002 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.


                                      F-13
<PAGE>
         Deferred tax assets        $ 2,230,000
         Less: valuation allowance   (2,230,000)
                                    ------------

         Net deferred taxes         $         0
                                    ============

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 9 - 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 $250,000, of which $115,000 is accrued and $135,000 is not
accrued.

HyperDynamics leases its office space from AGP Westwood, LTD 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 whether monetary damages are
due for various claims against the preferred shareholders.  The effect of this
outcome is not known.


NOTE 10 - 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


                                      F-14
<PAGE>
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.

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 11 - 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 12 - 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.


                                      F-15
<PAGE>
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.

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                          $(3,180,866)  $(2,911,971)
          - Pro forma                             (3,751,761)   (3,728,073)
     Net loss per share
          - As reported                          $(     0.18)  $(     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:

                                        Weighted                Weighted
                                         Average                 Average
                                          Share                   Share
                             Options      Price     Warrants      Price
                           -----------  ---------  -----------  ---------
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
                           ===========  =========  ===========  =========


                                      F-16
<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 13 - 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:

                                           HYPD          SCS          Totals
                                       ------------  ------------  ------------
  Segment assets                       $ 1,016,728   $   408,238   $ 1,424,966
  Expenditures for long-lived assets
       2001                                903,793         1,185       700,292
       2002                                  5,654        20,364        26,018

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   (1,090,148)   (1,491,711)   (2,581,859)


                                      F-17
<PAGE>
  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                             $(1,491,452)  $(1,513,819)  $(3,005,271)
                                       ============  ============  ============

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)
                                       ============  ============  ============


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 14 - RELATED PARTY TRANSACTIONS

Related party transactions include payments to the CEO's brother for consulting
services as follows: issuance of 1,479,301 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-18
<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-19
<PAGE>