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


                                  FORM 10-QSB

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934: For the quarterly period ended: December 31, 2002
                                                           -----------------

                                       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)

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 January 31, 2003, 23,155,240 shares of common stock, $0.001 par value,
were outstanding.

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


<PAGE>
                                Table of Contents


Part I     Financial Information

  Item 1   Financial Statements                                               3

        Consolidated Balance Sheet at
           December 31, 2002 (unaudited)                                      3

        Consolidated Statements of Income for the three
           and six months ended December 31, 2002
           and 2001 (both unaudited)                                          4

        Consolidated Statements of Cash Flows for the six
           months ended December 31, 2002 and 2001
           (both unaudited)                                                   5

        Notes to Consolidated Financial Statements                            6

  Item 2   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                                7

Part II    Other Information                                                 10

  Item 1   Legal Proceedings                                                 10

  Item 2   Changes in Securities                                             10

  Item 6   Exhibits and Reports on Form 8-K                                  10

     (a)  Exhibits

     (b)  Reports on Form 8-K

  Signatures                                                                11


2
<PAGE>
<TABLE>
<CAPTION>
                          Part 1 Financial Information

Item 1     Financial  Statements

                              HYPERDYNAMICS CORPORATION
                              Consolidated Balance Sheet
                               As of December 31, 2002


<S>                                                                      <C>
Assets
Current Assets
  Cash                                                                   $    13,661
  Restricted certificate of deposit                                           87,260
  Accounts receivable, net of allowance for doubtful accounts of $9,678      140,205
  Inventory                                                                   13,748
  Other current assets                                                         6,816
                                                                         ------------
Total Current Assets                                                         261,690
                                                                         ------------

                                                                         ------------
Property and Equipment, net of accumulated depreciation of $357,186          525,122
Other Assets
  Restricted certificate of deposit                                          196,335
  Goodwill                                                                   350,000
  Unproved oil and gas properties, using full cost method of accounting      617,853
  Deposits                                                                    23,432
                                                                         ------------
Total other assets                                                         1,187,620
                                                                         ------------
Total Assets                                                             $ 1,974,432
                                                                         ============

Liabilities and Stockholders' Equity
Current Liabilities
  Current portion of installment debt                                    $    21,061
Accounts payable and accrued expenses                                        496,216
Accounts payable seismic data                                                550,000
Accrued salary payable to officers                                            21,811
Customer deposits                                                             39,950
  Dividends payable                                                          236,605
                                                                         ------------
Total Current Liabilities                                                  1,365,643
                                                                         ------------
Long-term portion of installment debt                                         50,183
Notes payable to officers                                                    204,422
Deferred Rent                                                                127,118
                                                                         ------------
                                                                           1,747,366
                                                                         ------------

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, 50,000,000 shares authorized,
    22,905,240 shares issued and outstanding                                  22,905
  Additional paid-in capital                                               9,082,475
  Retained deficit                                                        (8,878,319)
                                                                         ------------
Total stockholders' equity                                                   227,066
                                                                         ------------
Total Liabilities and Stockholders' Equity                               $ 1,974,432
                                                                         ============
</TABLE>


3
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                         Consolidated Income Statements
             3 Months and 6 Months ended December 31, 2002 and 2001


                                                   3 Months ended                  6 Months ended
                                                 2002           2001            2002            2001
                                             ------------  ---------------  ------------  ----------------
<S>                                          <C>           <C>              <C>           <C>
Revenues                                     $   204,777   $      126,740   $   336,532   $       209,809
Cost of Revenues                                  93,829          149,884       183,612           308,865
                                             ------------  ---------------  ------------  ----------------
Gross Margin                                     110,948     (     23,144)      152,920       (    99,056)
                                             ------------  ---------------  ------------  ----------------
Operating Expenses
  Selling                                         17,549           14,916        20,822            66,461
  General and administrative                     403,867        1,338,489       671,196         1,607,943
  Gain on sale of equipment                                 (       2,871)   (    7,514)     (      2,871)
  Depreciation                                    47,982           37,991        95,968            85,779
                                             ------------  ---------------  ------------  ----------------
Total Operating Expenses                         469,398        1,388,525       780,472         1,757,312
                                             ------------  ---------------  ------------  ----------------
Operating Loss                                  (358,450)      (1,411,669)     (627,552)       (1,856,368)
Other Income (Expense)
  Interest income                                  1,417            3,963         2,862             8,036
  Interest expense                            (    8,623)   (       2,739)    (  15,214)   (        5,719)
                                             ------------  ---------------  ------------  ----------------
Net Loss                                        (365,656)      (1,410,445)  $  (639,904)  $    (1,854,051)

Preferred dividend requirement                (   46,854)    (     35,409)   (   93,709)    (      82,527)
                                             ------------  ---------------  ------------  ----------------
Net loss chargeable to common shareholders   $  (412,510)  $   (1,445,844)  $  (733,613)  $    (1,936,578)
                                             ============  ===============  ============  ================

Net Loss per Common Share                    $      (.02)  $         (.09)  $      (.03)  $          (.13)
Weighted average shares
outstanding                                   21,345,889       16,123,351    21,215,945        15,470,148
</TABLE>


4
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Cash Flows
                    6 Months Ended December 31, 2002 and 2001


                                                         2002            2001
                                                     -------------  ---------------
<S>                                                  <C>            <C>
Cash flows from operating activities
  Net loss                                           $   (639,904)  $   (1,854,051)
  Adjustments to reconcile net loss to cash used by
operating activities
  Depreciation and amortization                            95,968           85,779
  Gain on sale of assets                               (    7,514)   (       2,871)
  Options and warrants issued                             183,600           21,910
  Common stock issued for services                         27,800        1,075,000
  Changes in:
     Accounts receivable                                 (112,413)          18,122
     Inventory                                         (    6,721)   (       5,185)
     Other assets                                      (    1,092)          25,802
     Accrued salary payable to officers                    92,630
     Deposits from customers                           (      375)
     Deferred rent                                          4,788
     Accounts payable and accrued expenses                223,950          139,734
                                                     -------------  ---------------
Net cash used for operating activities                   (139,283)     (   495,760)
                                                     -------------  ---------------
Cash flows from investing activities
  Decrease in restricted cash                              80,715           65,445
  Investment in unproved properties                       (67,853)
  Proceeds from sale of equipment                          39,356            2,871
  Purchase of equipment                                 (  35,267)    (      3,611)
                                                     -------------  ---------------
Net cash provided by investing activities                  16,951           64,705
                                                     -------------  ---------------
Cash flows from financing activities
Collection of stock subscription receivable                                 95,000
  Payments on installment debt                          (   9,662)   (       8,291)
  Proceeds from sale of common stock                      116,640          349,800
                                                     -------------  ---------------
Net cash provided by financing activities                 106,978          436,509
                                                     -------------  ---------------
Net increase (decrease) in cash                         (  15,354)           5,454
Cash at beginning of period                                29,015           34,265
                                                     -------------  ---------------
Cash at end of period                                $     13,661   $       39,719
                                                     =============  ===============
</TABLE>


5
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


Note 1  -  Basis of Presentation

The  unaudited  consolidated  financial  statements of Hyperdynamics Corporation
     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  2002  as  reported  in  the  Form  10-KSB,  have  been  omitted.


Note 2  -  Stock Issuances

During the six months ended December 31, 2002, 323,820 options and warrants were
     exercised  for  $66,639.  338,643  shares  were issued for accounts payable
     valued  at  $92,670.  Hyperdynamics issued 102,593 shares valued at $27,800
     for  services  rendered  in  the  six  months  ended  December  31,  2002.
     Hyperdynamics  issued  243,478  shares  for  $50,000  invested  pursuant to
     private  subscription  agreements. Hyperdynamics issued 862,195 shares to a
     related party in payment of accrued dividends of $172,583. In January 2003,
     an  additional  250,000  shares  were  sold  for  $50,000.


Note 3  -  Unproved  Oil  and  Gas  Properties

On  November  8,  2002,  SCS  Corporation  (SCS),  HyperDynamics'  wholly-owned
subsidiary, agreed to modify their previous joint venture arrangement with USOil
Corporation  (USOil)  in  Guinea  Hydrocarbon  Resource  Corporation  (GHRC).

In  the  new  arrangement, SCS purchased USOil's interest in GHRC and all of its
claims  to  a 65,000 square kilometer offshore oil and gas lease on the coast of
the  Republic  of  Guinea  (Guinea)  in Africa for $40,000.  SCS assumed USOil's
obligations  to  Guinea  as  described in the Production Sharing Agreement (PSA)
signed  with  Guinea  and  effective  December  2,  2002.

Under this PSA, SCS has the following financial obligations:

a.     SCS  must  pay  Guinea  $250,000 by March 2, 2003, and additional royalty
payments  are  due  if  oil  and  gas  is  found.

b.     SCS  must  perform 2-D seismic work for 4,000 kilometers, which will cost
an  estimated  $2.5 to $6 million during the First Exploration Period which ends
in December 203.  If SCS timely produces this data, it will automatically obtain
a  3-year  lease  contract  extension.

c.     During  the  second exploration period, SCS is required to drill at least
one  exploratory  well  at  an  estimated  cost  of  $10  million.

SCS  must  also pay USOil up to $1,600,000 if SCS obtains at least $3 million in
financing  for  this Guinea development project, and a 3% royalty if oil and gas
is  produced.

To date, $617,853 has been spent or incurred on this project.

SCS has not yet identified the source of its financing for the $250,000 required
payment  due  March  2, 2003 nor the additional costs of developing the lease as
described  above.


Note 4  -  Oil and Gas Accounting Policies


6
<PAGE>
Property  and  equipment.  Hyperdynamics follows the full cost accounting method
to  account  for the costs incurred in the acquisition, exploration, development
and  production of oil and gas reserves.  Under this method, all costs including
internal  costs,  directly  related to acquisition, exploration, and development
activities  are  capitalizable  as  oil  and  gas  property  costs.

Amortization of unproved property costs begins when the properties become proved
or  their  values  become impaired.  Hyperdynamics assesses the realizability of
unproved  properties  on  at  least  an  annual  basis or when there has been an
indication  that  an  impairment  in  value  may  have  occurred.  Impairment of
unproved  properties  is assessed based on management's intention with regard to
future  exploration  and  development of individually significant properties and
the  ability  of  Hyperdynamics  to obtain funds to finance such exploration and
development.  If  the  results of an assessment indicate that the properties are
impaired,  the  amount of the impairment is added to the capitalized costs to be
amortized.

Under  full  cost  accounting  rules  for each cost center, capitalized costs of
proved  properties,  less  accumulated  amortization and related deferred income
taxes,  shall  not exceed an amount (the "cost ceiling") equal to the sum of (a)
the  present  value of future net cash flows from estimated production of proved
oil  and  gas  reserves,  based  on  current  economic and operating conditions,
discounted  at  10 percent, plus (b) the cost of properties not being amortized,
plus  (c)  the  lower of cost or estimated fair value of any unproved properties
included  in  the costs being amortized, less (d) any income tax effects related
to  differences  between  the  book an tax basis of the properties involved.  If
capitalized  costs  exceed  this  limit,  the excess is charged as an impairment
expense.

Capitalized  costs incurred in property acquisition, exploration and development
activities:

                                                          2002
                                                        --------
           2-D Seismic work                             $550,000
           Payments to US Oil due under the
             farmout agreement                            30,000
           Geological consulting                          24,103
           Data processing                                13,750
                                                        --------
                                                        $617,853
                                                        ========

              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  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


7
<PAGE>
The  results  of  operations for our second quarter ended December 31, 2002 when
compared  to  the prior year reflect significant operational progress across the
board with increased revenues, greatly improved gross margins, and reductions in
expenses  all leading towards substantial reduction in net loss and getting ever
closer to cash flow positive results and expected net income in the near future.

During the quarter we had two major specific accomplishments. First we generated
positive cash flow from operations for the month of December 2002 resulting from
our  increasing  activity  for  our SCS NuData conversion services and taking on
more customers and work with the same fixed overhead. Secondly, we signed a 100%
farmout  agreement  with US Oil to perform the exploration and exploitation work
for  approximately  16  million  acres  offshore the Republic of Guinea. Both of
these  accomplishments  are  expected  to  lead  into  a  natural progression of
substantially  improved  operations  for us as discussed further in the "General
Discussion  and  Prospective  Information"  section  below.

Our  revenues  increased  62% from $209,809 in the six months ended December 31,
2001  to  $336,532  in  the  six months ended December 31, 2002 due to increased
seismic  data processing work.  Cost of sales decreased 40% from $308,865 in the
six  months ended December 31, 2001 to $183,612 in the six months ended December
31,  2002.  This translates to a gross margin of $152,920, or 45% during the six
months  ended December 31, 2002 versus $(99,056), or (47%) during the six months
ended  December  31,  2001.  The  change in cost of sales is attributable to our
focus on higher margin services, lower payroll costs, and the decline of certain
costs  associated  with  the  ITSP  business.

Our selling, general, and administrative expenses decreased 56%, from $1,757,312
during  the six months ended December 31, 2001 to $780,472 during the six months
ended  December  31,  2002.  The most significant difference between the periods
was  stock issuances to consultants in 2001 of $1,075,000 which contributed to a
total  consulting  expense  in  the  six  months  ended  December  31,  2001  of
$1,101,550.  This  compares  with  $277,815 during the six months ended December
31,  2002.  We  reduced selling expense from $66,461 to $20,822 by discontinuing
the  use  of a salaried salesperson and by not participating in trade shows this
year.  However,  during  the  quarter  ended  December  31,  2002,  we engaged a
salesperson  so  we  expect  sales costs to increase slightly in the future.  We
reduced  payroll expenses by $46,267, from $119,383 in 2002 to $165,650 in 2001.

Based on the factors discussed above, net loss chargeable to common shareholders
reduced  $1,202,965,  or  62%  from  $(1,936,578) in 2001 to $(733,613) in 2002.

Liquidity  and  Capital  Resources

At  December 31, 2002 our current ratio of current assets to current liabilities
was 0.19. This compares to .29 for 2001.   However, it is important to note that
deeper  analysis  of  the current ratio reveals several current obligations that
while  they  reduce  the current ratio, there are no requirements to use cash to
satisfy  the  underlying obligations and in the case of accounts payable seismic
data,  they  are  contingent  upon receipt of substantial revenues significantly
over and above the amount of the liability. These items include Accounts payable
seismic  data,  Accrued  salary  payable  to  officers,  Deposits, and Dividends
Payable.  Adjusting these amounts not requiring cash would calculate an adjusted
current  ratio  of  0.52.

The  current  ratio  of  less  than  1.0 is still resulting from funding of cash
deficits,  which  resulted  from  operating  losses during the year.  It remains
management's  priority  to achieve positive cash flow from operations as quickly
as  possible.  It  accomplished  this  in  the  month of December and now we are
working  to  accomplish  on  a  quarterly basis over a three-month period. It is
critical  as  discussed  hereunder  that we obtain additional working capital so
that  we  can  continue  to  meet  current cash obligations while we continue to
improve cash flow from operations.  An illustration of improving cash flow is to
note  that  the  "Net cash used in operating activities" was reduced by 72% from
($495,760)  in  2001  to  ($(139,283)  for  the quarter in 2002. This reflects a
significant  improving  trend and shows a cash deficit from operating activities
of  a  monthly  average  of  $23,214  for the first six months improving from an
average  of  $39,373  for  the  first  three  months  of  the  fiscal  year.

Based  on  the  progress  and  expected  renewal  of  our  most significant tape
conversion  contract implemented in April 2002, SCS Corporation, and other sales
forecasts,  we are continuing to make significant progress towards positive cash
flow  from  operations.  Based  on  current contracts performance and forecasted
sales  for  significant  projects associated with our NuDataTM Management System
and  with  the  possibility  of  revenues  starting up on the performance of the
farmout  agreement  with  US  Oil,  we expect positive cash flow from operations
improving  again  over  the  2nd  quarter in the 3rd quarter of the fiscal year.


8
<PAGE>
In  order  to bridge ourselves to a new level of operational success, management
is  planning  to  raise  another  $150,000 on private transactions involving the
Company's  restricted  common  stock.  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
February  10,  2002  we  have  raised $50,000 from this agreement. We may obtain
additional  capital  upon  the  exercise  of  previously-issued  warrants  and
outstanding  options  for  common  stock.

We  have a CD securing our letter of credit in favor of our landlord. This CD is
released  partly  on  an  annual basis.   The next release of $87,260 will occur
next  November  2003.

Additionally,  to fund our pipeline of NuData library conversion business we are
considering additional private financing to raise funds necessary to support the
growing  demand  for  these  services.  The  funds  will  be  used primarily for
acquiring  legacy  tape  equipment  and further software development to continue
adding  significant  value-add  to  our  ONYX  proprietary  software.

Rights and Obligations under farmout agreement

Under our farmout agreement with US Oil, SCS Corporation accepted all the rights
to  the  December  2002  Production and Sharing Agreement (2002 PSA) between the
Republic of Guinea and US Oil as well as 100% of the obligations pursuant to the
2002  PSA.  Thus,  SCS  has  100%  of  the  exploration  and  drilling rights to
approximately 16,000,000 acres of offshore territory. The Company has formulated
performance plans "A", "B", and "C", which "A", include obtaining an oil and gas
company  partner  to  operate the farmed out territory and perform the 2002 PSA,
"B",  potentially  creating  a  joint  venture  to  finance and perform the work
requirements  for  the  initial exploration phase that ends on December 2, 2003,
and  "C",  the  possibility  of  obtaining private financing to perform the work
required and to high-grade the value of the property by pinpointing viable leads
and  potential  prospects for hydrocarbon exploitation. The Company is currently
leaning  towards  plan "A" to do an operating agreement with a major oil company
and  there has been serious interest expressed in writing to us and through hard
dollar investment in performing due diligence on available seismic data that SCS
has  been  given  access  to.

Without  further  agreement due to undue delays from receiving access to vintage
data, SCS must pay the government of Guinea $250,000 by March 2, 2003 as part of
a permitting fee to begin work. The initial exploration period also requires SCS
to  acquire  process,  and analyze an additional 4,000 kilometers of new seismic
data  before  December 2, 2003. It is possible for SCS to go into default on the
farmout  agreement if it fails to perform on time and if a default persisted and
was  not cured within 90 days SCS could potentially lose its rights there under.

General Discussion and Prospective Information

Our  business  focus  is to continue building our potential pipeline of business
for  existing  customers  for  seismic  data  library conversions first. We have
pinpointed  millions  of  dollars of needed seismic data library conversion work
that  we  are  actively  pursuing  at different stages in the sales cycle. These
sales  cycles  appear  to  be  running  between  six months and one year but are
expected  to  significantly  shorten in the near future as oil and gas companies
wake up to the realization that they better act quickly if they want to preserve
their  seismic  data  assets.

At  the  same  time we are working so diligently on seismic data conversions, we
are  specifically  working  to  formalize  agreements  with  oil  companies  for
performance  under  our  farmout  agreement.  These  two  concurrent  goals  are
continually  progressing  and  giving us the potential to become very profitable
very  soon.

We  have significant assets and competitive advantages including our proprietary
software,  our software development capabilities, our experienced personnel, our
technical  capabilities, and now our exclusive farmout agreement for exploration
and exploitation of a vast area for oil and gas.  In the near term, we expect to
monetize  our  assets  and capabilities realizing positive cash flow and profits
together  with  maintaining a growing profit forecast for years into the future.


                          Part II     Other Information

ITEM 1.  Legal Proceedings
None

ITEM 2.  Changes in Securities


9
<PAGE>
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.

In November 2002, We issued 50,000 shares to David Gillespie pursuant to $10,000
cash  payment  made  on  a subscription agreement.  This was a private placement
made  in  reliance  on  Section  4(2)  of  the  Act.

In  November  2002,  we  issued 50,000 shares to James Brown for the exercise of
50,000  warrants  at  $.20  per  share.  This  was  a  private placement made in
reliance  on  Section  4(2)  of  the  Act.

In  November 2002, we issued 50,000 shares to David Lindskog for the exercise of
50,000  warrants  at  $.20  per  share.  This  was  a  private placement made in
reliance  on  Section  4(2)  of  the  Act.

In November 2002, we issued 61,320 shares to Leonard Messler for the exercise of
61,320  warrants  at  $.20  per  share.  This  was  a  private placement made in
reliance  on  Section  4(2)  of  the  Act.

In  December  2002, we issued 100,000 shares to Earl Norwood for the exercise of
100,000  warrants  at  $.20  per  share.  This  was  a private placement made in
reliance  on  Section  4(2)  of  the  Act.

In  December  2002,  Jerome Derenzo purchased 150,000 shares of restricted stock
for  $30,000 pursuant to a subscription agreement.  This was a private placement
made  in  reliance  on  Section  4(2)  of  the  Act.

In  December  2002,  we  issued 862,915 shares to DJX, Inc., a related party, in
payment  of  accrued  dividends  on  our  series  B preferred stock of $172,583.

In January 2003, David Lindskog purchased 250,000 shares of restricted stock for
$50,000 pursuant to a subscription agreement.  This was a private placement made
in  reliance  on  Section  4(2)  of  the  Act.

Item 6    Exhibits and Reports on Form 8-K

     (a)  Exhibits

          None

     (b)  Reports  on  Form  8-K

          8-K  filed  December  20, 2002, detailing the execution of the FarmOut
          Agreement  with  USOil

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:  February 14, 2003


10
<PAGE>
CERTIFICATIONS
--------------
I, Kent P. Watts, certify that:
1.  I  have  reviewed  this  quarterly  report  on  Form 10-QSB of Hyperdynamics
Corporation;
2.  Based  on  my  knowledge,  this quarterly 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 quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly 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 quarterly 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  quarterly  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
quarterly  report  (the  "Evaluation  Date");  and
c) presented in this quarterly 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
quarterly  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:  February 14, 2003



----------------------------
[Signature]
/s/

Chief  Executive  Officer




CERTIFICATIONS
--------------
I, Kent P. Watts, certify that:
1.  I  have  reviewed  this  quarterly  report  on  Form 10-QSB of Hyperdynamics
Corporation;
2.  Based  on  my  knowledge,  this quarterly 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 quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly 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 quarterly 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  quarterly  report  is  being  prepared;


11
<PAGE>
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
quarterly  report  (the  "Evaluation  Date");  and
c) presented in this quarterly 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
quarterly  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:  February 14, 2003



------------------------------
[Signature]
/s/

Chief Financial Officer



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  P.  Watts,  the  Chief  Executive Officer of Hyperdynamics Corporation
hereby  certify  that  Hyperdynamics Corporation's periodic report on Form 10QSB
and  the  financial  statements  contained  therein  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 10QSB and the financial statements contained therein fairly represents,
in  all material respects, the financial condition and results of the operations
of  Hyperdynamics  Corporation.

Date:  February 14, 2003              /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 Corporation's periodic report on Form 10QSB
and  the  financial  statements  contained  therein  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 10QSB and the financial statements contained therein fairly represents,
in  all material respects, the financial condition and results of the operations
of  Hyperdynamics  Corporation.

Date:  February 14, 2003              /s/
                                          --------------------------
                                          Kent P. Watts
                                          Chief Executive Officer of
                                          --------------------------


12
<PAGE>