FORM 10-QSB/A
[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934: For the quarterly period ended: March 31, 2004
                                                  --------------

                                       or
[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934: For the transition period from _______ to _________

                     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 principal executive office telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
                                       ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS
As of May 5, 2004, 41,113,375 shares of common stock, $0.001 par value, were
outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>

<TABLE>
<CAPTION>
                                Table of Contents

<S>                                                                  <C>
Part I     Financial Information


    Item 1     Financial Statements                                   4

      Consolidated Balance Sheet at
               March 31, 2004

        Consolidated Statements of Operations for the three
               and nine months ended March 31, 2004
               and 2003 (restated)                                    5

        Consolidated Statements of Cash Flows for the nine
               months ended March 31, 2004 and 2003
               (restated)                                             6

        Notes to Consolidated Financial Statements                    8


    Item 2     Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    9


    Item 3     Disclosure Controls and Procedures                    11


Part II     Other Information


    Item 1     Legal Proceedings                                     12


    Item 2     Changes in Securities                                 12


    Item 5     Other Information                                     12


    Item 6     Exhibits and Reports on Form 8-K                      12

        (a)    Exhibits

        (b)    Reports on Form 8-K


    Signatures                                                       13
</TABLE>


2
<PAGE>
                               EXPLANATORY NOTICE

This Amendment No. 1 to our quarterly report on Form 10-QSB for the three and
nine months ended March 31, 2004, as originally filed on May 24, 2004, is being
filed to correct a typographical error on our financial statements, in which we
listed our authorized common stock as 50,000,000 as of March 31, 2004. Actual
authorized common stock was 250,000,000 shares. Additionally, we have corrected
a computational error on our Statement of Operations pertaining to the three
months ended March 31, 2004; the Statement of Operations for the nine months
ended March 31, 2004 were not affected by this error.

Except as described above, no other changes have been made to the Report. This
Amendment No. 1 does not update any other disclosures to reflect developments
since the original date of filing.


3
<PAGE>


<TABLE>
<CAPTION>
                      Part 1     Financial Information


Item 1    Financial Statements

                                   HYPERDYNAMICS CORPORATION
                                   Consolidated Balance Sheet
                                         March 31, 2004

<S>                                                                                <C>
ASSETS
Current Assets
  Cash                                                                             $  3,810,166
  Restricted certificate of deposit                                                     129,750
  Accounts receivable, net of allowance for doubtful accounts of $38,041                  3,053
  Inventory                                                                               2,580
  Stock subscription receivable                                                         410,000
  Other current assets                                                                    2,163
                                                                                   ------------
Total Current Assets                                                                  4,357,712

Property and Equipment, net of accumulated depreciation of $181,070                      76,927
Other Assets
  Restricted certificate of deposit                                                      65,445
  Unproved Oil and Gas properties, using Full Cost Method of Accounting               3,024,610
  Deposits                                                                               23,432
                                                                                   ------------
Total other assets                                                                    3,113,487
                                                                                   ------------
         TOTAL ASSETS                                                              $  7,548,126
                                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Current portion of capital leases                                                 $     20,843
Accounts payable and accrued expenses                                                   913,858
Accounts payable seismic data                                                           650,000
Customer deposits                                                                         3,264
Dividends payable                                                                       333,508
Dividends payable to related party                                                      136,250
                                                                                   ------------
Total Current Liabilities                                                             2,057,723
                                                                                   ------------
Long-term portion of capital leases                                                      16,948
Mandatorily redeemable preferred stock, net of $32,187 unamortized offering costs
  and $257,500 unamortized discount                                                     482,813
Deferred Rent                                                                           139,088
                                                                                   ------------
          TOTAL LIABILITIES                                                           2,696,572
                                                                                   ------------
Commitments and contingencies
Stockholders' Equity
  Preferred stock, par value $0.001; 20,000,000 shares authorized
  Series A - 1,945 shares issued and outstanding                                              2
  Series B - 2,725 shares issued and outstanding                                              3
  Common stock, $.001 par value, 250,000,000 shares authorized,
    38,072,540 shares issued and outstanding                                             38,073
  Additional paid-in capital                                                         18,227,608
  Accumulated deficit                                                               (13,414,132)
                                                                                   ------------
Total stockholders' equity                                                            4,851,554
                                                                                   ------------
          Total Liabilities and Stockholders' Equity                               $  7,548,126
                                                                                   ============
</TABLE>


4
<PAGE>

<TABLE>
<CAPTION>
                                      HYPERDYNAMICS CORPORATION
                                Consolidated Statements of Operations
                   3 Months and 9 Months ended March  31, 2004 and 2003 (Restated)

                                             3 Months ended                  9 Months ended
                                          2004            2003            2004            2003
                                                       (Restated)                      (Restated)
                                      --------------------------------------------------------------
<S>                                   <C>            <C>             <C>             <C>
Revenues                                             $     111,650   $      24,027   $      448,182

Operating Expenses
  Cost of revenues                    $     42,522         111,363          92,236          370,507
  Selling                                   15,671          11,531          35,402           32,353
  General and administration             1,302,423         370,027       1,926,942        1,011,092
  Depreciation and amortization             10,660          41,227          29,967          137,195
  (Gain) on sale of assets                                                             (      7,514)
                                      -------------  --------------  --------------  ---------------
Total Operating Expenses                 1,371,276         534,148       2,084,547        1,533,633
                                      -------------  --------------  --------------  ---------------
    LOSS FROM OPERATIONS               ( 1,371,276)    (   422,498)    ( 2,060,520)    (  1,085,451)
                                      -------------  --------------  --------------  ---------------
Other Income (Expense)
  Other income (expense)                                                       170
  Interest income                            1,186           1,418           2,109            4,280
  Interest expense                     (    59,234)    (     2,989)    (   425,785)    (     18,203)
                                      -------------  --------------  --------------  ---------------
NET LOSS                               ( 1,429,324)    (   424,069)    ( 2,484,026)    (  1,099,374)

Preferred dividend requirement         (    46,375)    (    46,216)    (   140,084)    (    139,925)
                                      -------------  --------------  --------------  ---------------
Net loss chargeable to common
    shareholders                      $( 1,475,699)  $ (   470,285)  $ ( 2,624,110)  $ (  1,239,299)
                                      =============  ==============  ==============  ===============

Basic and diluted loss per common
    share                             $       (.05)  $        (.02)  $        (.09)  $         (.06)
Weighted average shares outstanding     31,636,311      23,086,907      29,209,797       21,839,599
</TABLE>


5
<PAGE>
<TABLE>
<CAPTION>
                              HYPERDYNAMICS CORPORATION
                        Consolidated Statements of Cash Flows
                  9 Months Ended March 31, 2004 and 2003 (Restated)

                                                          2004      2003 (Restated)
                                                      ------------  ----------------
<S>                                                   <C>           <C>
Cash flows from operating activities
  Net loss                                            $(2,484,026)  $   ( 1,099,374)
  Adjustments to reconcile net loss to cash used by
    operating activities
  Depreciation and amortization                            29,967           137,195
  Gain on sale of assets                                                (     7,514)
  Options and warrants expense                          1,220,301           327,446
  Stock issued for services                                                  27,800
  Accretion of interest and amortization of offering
    costs of mandatorily redeemable preferred stock       173,813
  Beneficial conversion feature associated with
    convertible notes payable to officers                 249,066
  Bad debt expense                                         21,371             7,470
  Changes in:
    Accounts receivable                                (   17,068)      (    10,471)
    Inventory                                               3,413       (     7,431)
    Other current assets                               (    1,762)            2,888
    Accrued salary payable to officers                                       91,687
    Deposits from customers                                  (184)      (    35,325)
    Change in deferred rent                                 7,183             7,182
    Accounts payable and accrued expenses                 364,979           380,136
                                                      ------------  ----------------
Net cash used in operating activities                  (  432,947)      (   178,311)
                                                      ------------  ----------------
Cash flows from investing activities
  Decrease in restricted cash                              86,392            80,715
  Investment in unproved property                      (1,870,723)      (    79,353)
  Proceeds from sale of equipment                                            39,356
  Purchase of equipment                                (   18,222)      (    36,790)
                                                      ------------  ----------------
Net cash provided by (used in) investing activities    (1,802,553)            3,928
                                                      ------------  ----------------
Cash flows from financing activities
  Proceeds from sale of common stock and warrants,
    net of $653,201 offering cost                       5,938,314           166,640
  Proceeds from sale of units consisting of warrants
    in Hyperdynamics and preferred stock in
    subsidiary, net of $39,500 offering cost              355,500
  Stock subscription receivable                        (  410,000)
  Proceeds of short-term note payable                      44,000
  Payment of short-term note payable                      (44,000)
  Payments on installment debt                            (14,165)      (    14,704)
                                                      ------------  ----------------
Net cash provided by financing activities               5,869,649           151,936
                                                      ------------  ----------------
Net increase (decrease) in cash                         3,634,149       (    22,447)
Cash at beginning of period                               176,017            29,015
                                                      ------------  ----------------
Cash at end of period                                 $ 3,810,166   $         6,568
                                                      ============  ================
</TABLE>


6
<PAGE>
<TABLE>
<CAPTION>
                             HYPERDYNAMICS CORPORATION
                       Consolidated Statements of Cash Flows
           9 Months Ended March 31, 2004 and 2003 (Restated) (Continued)


<S>                                                              <C>       <C>
Non-cash transactions
  Issuance of common stock for accounts payable                  $ 35,000  $105,720
  Conversion of notes payable to common stock                     268,056
  Geological and geophysical work performed on unproved
     oil and gas properties paid with equity based compensation   257,050
</TABLE>


7
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.   Basis of Presentation

The  unaudited  consolidated  financial  statements of Hyperdynamics Corporation
("Hyperdynamics")  have  been  prepared in accordance with accounting principles
generally  accepted  in  the  United  States and the rules of the Securities and
Exchange  Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Hyperdynamics' latest Annual
Report  filed  with  the  SEC  on Form 10-KSB. In the opinion of management, all
adjustments,  consisting  of  normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods  presented  have  been  reflected  herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the  full  year.  Notes  to  the  financial statements which would substantially
duplicate  the disclosures contained in the audited financial statements for the
most  recent fiscal year 2003 as reported in the Form 10-KSB, have been omitted.

Prior  to the quarter ended December 31, 2003, Hyperdynamics accounted for stock
options  issued to employees under the recognition and measurement principles of
APB  Opinion  No.  25,  Accounting  for  Stock  Issued to Employees, and related
Interpretations.  We  recorded  $6,325,000  of stock-based employee compensation
costs in previously reported results because certain warrants were accounted for
as  variable awards beginning in the first quarter of fiscal year ended June 30,
2002 as required by FIN 44. Effective October 1, 2003, Hyperdynamics adopted the
fair  value  recognition  provisions  of  FASB  Statement  123,  Accounting  for
Stock-Based  Compensation.  All  prior  periods  presented have been restated to
reflect the compensation cost that would have been recognized had the provisions
of  Statement  123 been applied to all awards granted to employees after January
1,  1995.


2.   Stock Subscription Receivable

In March 2004, Hyperdynamics sold 512,500 shares on a subscription basis to four
individuals for $410,000. The $410,000 was received in April 2004.


3.   Short-term Note Payable

Hyperdynamics  received  $44,000  on  December 4, 2003, pursuant to a promissory
note  payable, due on or before January 4, 2004. The note had no stated interest
rate. On January 14, 2004, the note holder converted the amount due, $44,000, to
73,333  shares  of  Hyperdynamics  common  stock.


4.   Mandatorily Redeemable Preferred Stock

During  the  nine  months ended March 31, 2004, Hyperdynamics sold 3.95 units of
mandatorily  redeemable  preferred  stock  for  net  proceeds  of  $395,500. The
proceeds  were  allocated  $118,597  to  warrants  to purchase 147,500 shares of
Hyperdynamics at $.25 per share that expire on December 31, 2008 and $276,903 to
mandatorily  redeemable  preferred  stock.  Costs  of the offering were $39,500.
Thus,  there are a total of 5.15 units of mandatorily redeemable preferred stock
outstanding. The stock will be redeemable for $150,000 per unit, or $772,500, on
July  1,  2005, at the option of the holder. Hyperdynamics recorded amortization
of  the  offering  costs of $19,313 and accretion of interest of $154,500 during
the  nine  months  ended  March  31,  2004.


5.  Stock Issuances

During  the nine months ended March 31, 2004, Hyperdynamics issued 20,917 shares
of common stock for accounts payable of $35,000. Additionally, private investors
purchased  8,575,543  shares  of  common  stock  and  3,503,653 warrants with an
exercise  price  of  $2.00  per  share,  expiring  in  second  quarter 2006, for
$6,532,014.  Offering  costs  were  $653,201,  resulting  in  net  proceeds  of
$5,878,813. Additionally, during the quarter ended March 31, 2004, Hyperdynamics
issued  125,000  shares  for  services  valued  at  $212,500  and 124,000 shares
pursuant  to  warrants  exercised for $59,500. Hyperdynamics' officers converted
their  convertible  notes  payable  during  the quarter ended December 31, 2003,
which  at  that  time  totaled $268,056 in principal and interest, at a price of
$.168.  This  resulted  in  the  issuance  of  1,595,573  shares.  Hyperdynamics
delivered  1,227,764 shares issued pursuant to the notes payable on December 31,
2003  and 367,809 shares, the balance of the shares issued pursuant to the notes
payable, on January 14, 2004. On February 14, 2004, Hyperdynamics entered into a
contract  to  pay  a chief geophysicist up to 15,000 shares per quarter. $44,550
was  accrued  as  of  March 31, 2004 in conjunction with this agreement.

Additionally,  during  the quarter ended March 31, 2004, Hyperdynamics issued to
four  consultants  warrants to purchase 2,000,000 shares of common stock at $.50
with  an  expiration  date  of  June  30,  2007.  Of  the  warrants


8
<PAGE>
issued, 600,000 were vested as of March 31, 2004, resulting in consulting
expense of $984,979.  Of the remaining 1,400,000 warrants, 200,000 vest
quarterly for each quarter through the quarter ended December 31, 2005.


6.   Subsequent Events

In  April 2004, the officers of the company exercised 3,233,333 warrants with an
exercise  price  of  $.23  per share in a cashless exercise. 257,070 shares were
withheld for the exercise price and for payroll tax withholdings, resulting in a
net  issue  of  2,976,263  shares.

In April 2004, the company purchased HYD Resources Corporation ("HYD Resources")
for  approximately $300,000 to be paid in Hyperdynamics Corporation common stock
in  four installments. Immediately prior to the acquisition, HYD Resources' sole
asset was oil field equipment with a fair market value of approximately $300,000
and  it  had  no  liabilities.  HYD  Resources  will operate as a dealer of used
equipment and it will provide oil field services, such as the repair and leasing
of  operated  equipment to oil field operators. In conjunction with the purchase
of  HYD  Resources,  Hyperdynamics  entered into two employment agreements under
which  Hyperdynamics  will pay two employees $3,500 per month. Hyperdynamics may
terminate the employment agreements for cause, or if HYD Resources experiences a
cumulative  net  loss  any  time  after  the  first  nine  months  of operation.
Additionally,  each  of  the  employment  agreements stipulates the payment of a
bonus  of  up to $350,000, based upon HYD Resource Corporation's net income over
the  next  five  years, in installments of 10.25% of net income per quarter. HYD
Resources  is  also  obligated  to  pay  up to $156,000 to one of the former HYD
Resources' stockholders in installments of 4.5% of net income over the next five
years.  Thus  there  are three contingent obligations totaling $856,000, payable
only  if  HYD Resources produces a profit, and payable under those circumstances
in  quarterly  installments  totaling  25%  of  HYD  Resources  net  income.


              CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

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


Item 2    Management's Discussion and Analysis of Financial Condition and
Results of Operations


Results of Operations

Our revenues decreased 95% from $448,182 in the nine months ended March 31, 2003
to  $24,027  in  the  nine
months  ended  March  31, 2004.  This is attributable to a significant amount of
seismic data processing work during the nine months ended March 31, 2003; during
this  year,  we  have focused instead on the acquisition of seismic data for our
concession  in  Guinea  and  revenues  have  been  minimal as we have focused on
building  our  asset  versus  generating  revenues  currently.  Cost of revenues
decreased  75%  from $370,507 in the nine months ended March 31, 2002 to $92,236
in  the  nine months ended March 31, 2003.   Two significant factors contributed
to  this  decline: first, the payroll in fiscal 2003 was higher than the payroll
in fiscal 2004 and secondly, fiscal 2003 cost of sales includes an allocation of
rent  and utilities of $74,970; the rent and utilities were included in selling,
general  and  administrative  expenses  in  fiscal  2004.


9
<PAGE>
Our  selling,  general,  and  administrative  expenses increased 91%, going from
$1,011,092 during the nine months ended March 31, 2003 to $1,9926,344 during the
nine  months  ended  March  31,  2003.  The increase is attributable to warrants
issued  valued  at  $984,979  in  the  quarter  ended  March  31,  2004.

Effective  October  1,  2003,  Hyperdynamics  adopted the fair value recognition
provisions  of  FASB statement 123, Accounting for Stock-Based Compensation, for
stock-based  compensation.   We adopted FASB Statement 123 using the retroactive
restatement  method  as  described  in  SFAS  148,  Accounting  for  Stock-Based
Compensation - Transition and Disclosure.  In accordance with that statement, we
have  retroactively  restated all periods presented so that stock option expense
is  recorded  in  accordance  with  SFAS  123.  Consequently, amounts previously
marked  to market of $6,325,000 during quarters ended September 30, 2002 through
September  30,  2003  in accordance with APB 25 and related interpretations have
been  restated, and these financial statements reflect instead the fair value of
the  options  earned  during  these  periods,  $481,842.  An  additional $66,430
associated  with  options  issued  to employees has been expensed in each of the
quarters  ended  December  31,  2003  and  March  31,  2004.

Depreciation and amortization expense was significantly lower in the nine months
ended  March  31, 2004: it decreased 78%, from $137,195 to $29,967. The decrease
derives  from  the decrease in depreciable assets that occurred when we incurred
an  impairment  loss  on  our  ITC  facility in the quarter ended June 30, 2003.
Interest  expense increased 260% from $18,203 in the nine months ended March 31,
2003  to  $425,785 in the nine months ended March 31, 2004. The interest expense
during  fiscal 2004 consists of approximately $250,000 attributable to the Notes
Payable,  due  December  31, 2007, which were converted during the quarter ended
December  31,  2003,  and  approximately  $174,000  attributable to accretion of
interest  on the mandatorily redeemable preferred stock. The interest expense in
fiscal  2003  includes  a  one-time  $100,000  debt  renegotiation  charge.

Based on the factors discussed above, net loss chargeable to common shareholders
increased  $1,384,811,  or  112%  from $1,239,299 in 2003 to $2,624,110 in 2004.

New Subsidiary

In  April  2004,  Hyperdynamics  acquired  a  new  subsidiary,  HYD  Resources
Corporation,  a  Texas Corporation ("HYD"). We acquired HYD in order to generate
business  in  the  domestic  oil  tool  industry  and  to  take  advantage  of
opportunities  to  obtain  potentially lucrative oil and gas leases in primarily
Texas,  Louisiana  and  Mississipi.  We  hired  two  oil field executives with a
combined  experience  in  the  oil patch of over fifty years as key employees to
startup  operations.  HYD's  President,  Mr.  Samuel  Spears,  has  significant
experience  including  contract drilling of new wells as well as the acquisition
and  maintenance  of  domestic land based drilling rigs and ancillary equipment.
Per  the  negotiated  transaction, Mr. Steven Ahlberg, Vice President of Geology
and  Geophysics, and Mr. Spears are working together to position the new company
to  provide  drilling services while obtaining working interests in the wells we
drill.  With  the substantial and rather unique level of experience of these two
professionals,  management believes that our new subsidiary can begin generating
profitable  revenues  in  the near future that will help give us a foundation to
begin  covering  our  monthly overhead leading to ultimately generating a profit
from  operations  in  the  coming  months. Initially, Mr. Spears and Mr. Ahlberg
transferred  approximately  $300,000  worth  of oil field equipment prior to the
acquisition  of  the new company by Hyperdynamics. Hyperdynamics agreed to issue
approximately  $300,000  worth  of Hyperdynamics Common stock at an 20% discount
from  the  market  value  to  purchase  100%  of  the voting common stock in HYD
Resources  Corporation from Mr. Spears and Mr. Ahlberg. Hyperdynamics will issue
this  stock  on  a quarterly basis as operations progress. The initial equipment
inventory  included  a  workover  rig  and  other  quality  tools and components
necessary  to  provide  drilling  services.  Since the beginning of May, HYD has
begun to retrofit the first workover rig in order to make it capable of drilling
shallow  wells and the new company has also acquired a new drilling rig that can
drill  at  least  6,000 feet in depth. The company has contract work lined up as
soon  as  the  retrofitting  is  completed.


Liquidity and Capital Resources

At March 31, 2004 our current ratio of current assets to current liabilities was
2.12 to 1. This compares to .09 to 1 for 2003.  Several current obligations that
reduce  the  current  ratio  do  not  require  the  use  of  cash to satisfy the
underlying  obligations,  or,  in the case of the accounts payable seismic data,
payment  is  contingent  upon receipt of substantial revenues significantly over
and  above  the  amount  of  the liability. These items include accounts payable
seismic  data  and  dividends  payable.

The  current ratio reflects the additional capital we raised to fund our primary
exploration  work,  as  discussed  in  the  8-K  we  filed  in  March  2004.  As
exploration  operations continue to increase the value of our oil and gas asset,
we


10
<PAGE>
continue  to  gather  evidence to help support our financing activities. We also
expect  to  be  in a position this year to generate revenues from data sales and
possible  working  interest  sales  to  oil  company partners. This could have a
dramatic  effect  on  cash  flow  from  operations  and literally turn us around
operationally.  Therefore, the priority focus remains to perform the exploration
work  in gathering the evidence for commercially viable hydrocarbons and working
to  packaging  a deal to start drilling operations as soon as practical. We have
been  and  remain successful in raising the capital to support these exploration
activities  as  discussed  below.

As  a  public company, the health of our market is paramount to be able to raise
critical  capital  to continue enhancing our major oil and gas asset. Our market
trend  has  seen  an  increasing  average volume in active trading with a slowly
appreciating  price in the last several months. Our primary source for obtaining
this  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
previously  outstanding. In order to fund the required exploration work began in
September 2003 and completed in November 2003, during the quarter ended December
31,  2003, the company raised $1,036,260 in net proceeds on private transactions
involving  the  Company's  restricted  common stock.  As of May 11, 2004 we have
raised  an  additional  $4,842,553  in  net  proceeds.  We plan to continue this
program  of private financing from accredited investors as well as consider more
conventional  financing  structures  to  fund upcoming exploration work and that
will  continue  to  increase  the  value  of  our  concession and prepare us for
establishing  a  drilling  program  later  this  year.

The  financial statements in our Annual Report reflected uncertainties regarding
our  ability  to  continue  as  a  going  concern  based  upon  our  significant
stockholders  deficit  and  recurring  losses. Our stockholders deficit improved
from  ($589,889)  at  September  30,  2003 to a positive stockholders' equity of
$4,851,554  as  of  March  31,  2004.  Thus,  we  now have a positive net worth.

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

We  have  capital  lease  obligations  of  $37,791  financing certain electrical
equipment  in  our  data center. As of May 11, 2004, we have paid off one of our
capital  leases,  leaving  a  balance  on  our  sole  remaining capital lease of
$31,069.


Off-Balance Sheet Arrangements

We have a contractual arrangement with USOil Corporation that provides for us to
pay  USOil  $1,600,000  if  SCS  obtains  third  party  financing for the Guinea
development  project.  USOil  will  also  receive a 3% royalty if oil and gas is
produced  on  this project. 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. In conjunction with our purchase of HYD
Resources Corporation in April 2004, we have three contingent obligations to pay
$856,000.  These  obligations  are  payable  over the five years ending in April
2009,  and  they are payable only in the event that HYD Resources is profitable.
The  determination  of  net income will be made quarterly and the paydown of the
obligations  is  25%  of  the  net  income  per quarter. We do not plan on using
significant  debt  financing  except  for  the  possibility  of  financing
income-producing  assets  in  the  future.

Finally,  we  originally purchased a CD in the amount of $436,300, which secured
the  lease  at Westwood with a Letter of Credit arrangement. At the beginning of
the  quarter,  this  CD  and  letter  of  credit  was  $283,595 of which $87,260
($436,300  x  20%) was due to be released to us on November 1, 2003. These funds
were  received  on  November  3, 2003 and the new CD and letter of credit is now
$196,335.  $130,890  ($436,300  x 30%) will be due to be released on November 1,
2004.  Thereafter,  $65,445  will  be  released  on  November  1,  2005.


Item 3    Evaluation of disclosure controls and procedures

Kent  P.  Watts,  our  Chief  Executive Officer and Chief Financial Officer, has
concluded  that  our  disclosure  controls  and  procedures  are appropriate and
effective. He has evaluated these controls and procedures as of a date within 90
days of the filing date of this report on Form 10-QSB. There were no significant
changes  in  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.


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<PAGE>
                        Part II     Other Information


ITEM 1.   Legal Proceedings
None


ITEM 2.   Changes in Securities

We  have  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 risks of our securities.  We
believe  that  each  person was knowledgeable about our operations and financial
condition.

During January, February, and March 2004, 61 investors purchased 7,247,090
shares of Hyperdynamics common stock and warrants to purchase 3,143,300 shares
of Hyperdynamics common stock with a strike price of $2.00 per share, expiring
three years from the date of issue, for $5,605,614.  These were private
placements made in reliance of Section 4(2) of the Act.

During the quarter ended March 31, 2004, three investors exercised options to
purchase 124,000 shares of common stock for $59,500.  These were private
placements made in reliance of Section 4(2) of the Act.

During the quarter ended March 31, 2004, a consultant received 212,500 shares of
common stock for geological services.  This was a private placement made in
reliance of Section 4(2) of the Act.


Item 5    Other Information


     (a)  In  April  2004,  we  purchased  HYD  Resources  Corporation  ("HYD
          Resources").  In  consideration  of  the purchase of all of the common
          stock  of HYD Resources from its two unrelated stockholders, we agreed
          to  issue  $300,000  worth  of  Hyperdynamics  Common  stock at an 20%
          discount  from  the  market value in four installments. HYD Resources'
          sole  asset  is  oil  field  equipment  with  a  fair  market value of
          approximately $300,000. HYD Resources will operate as a dealer of used
          equipment  and  it will provide oil field services, such as the repair
          and  leasing  of  operated  equipment  to  oil  field  operators.  The
          acquisition  was  made  from  unrelated  third  parties  and  the
          determination  of the consideration paid was the result of arms-length
          negotiations.  Although  we did not obtain an independent appraisal of
          the assets held by HYD Resources, we did obtain information related to
          the  cost  of  the  equipment  in  the  third-party  market.

     (b)  The  Board  has not adopted a formal policy with regard to the process
          to  be  used  for identifying and evaluating nominees for director. At
          this  time, the consideration of candidates for the Board of Directors
          is  in  the  Board's discretion, which we believe is adequate based on
          the  size  of  the  Company  and  each  current  board  member's
          qualifications.


Item 6    Exhibits and Reports on Form 8-K

     (a)  Exhibits

    Exhibit  31.1  -  Certification of Chief Executive Officer of HyperDynamics
Corporation required  by  Rule  13a-14(1) or Rule 15d-14(a) of the Securities
Exchange  Act  of  1934,  as  adopted pursuant to Section 302 of the
Sarbanes-Oxley  Act  of  2002.


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<PAGE>
     Exhibit  31.2  -  Certification of Chief Financial Officer of HyperDynamics
Corporation required  by  Rule  13a-14(1) or Rule 15d-14(a) of the Securities
Exchange  Act  of  1934,  as  adopted pursuant to Section 302 of the
Sarbanes-Oxley  Act  of  2002.

     Exhibit  32.1  - 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.

     Exhibit  32.2  - 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.

     (b)  Reports on Form 8-K

     8-K filed March 26, 2004, reporting Other Event



Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly

                                                       HyperDynamics Corporation
                                                                    (Registrant)

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

Dated:  May 13, 2005


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