United States
                       Securities and Exchange Commission
                              Washington, DC 20549

                                   FORM  10-Q
                                Amendment Number 1

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act  of  1934:  For  the  quarterly  period  ended:  September  30,  2005

                                       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  [  ]

Indicate  by  check mark whether the registrant is an accelerated (as defined in
Rule  12b-2  of  the  Exchange  Act)   YES   | |      NO  | X |

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act)   YES   |  |      NO  |X|

                      APPLICABLE  ONLY  TO  CORPORATE  ISSUERS

As  of  November  15, 2005, 42,222,761 shares of common stock, $0.001 par value,
Were outstanding.

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

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                      <C>

 Table of Contents



Part I     Financial Information



    Item 1     Financial Statements                                      4

      Consolidated Balance Sheet at September 30, 2005
         and June 30, 2005                                               4

      Consolidated Statements of Operations for the three
               months ended September 30, 2005                           5

      Consolidated Statements of Cash Flows for the three
               months ended September 30, 2005                           6

      Notes to Consolidated Financial Statements                         8



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



    Item 3     Quantitative and Qualitative Disclosures
               About Market Risk                                        11

    Item 4     Controls and Procedures                                  11

Part II     Other Information



    Item 1     Legal Proceedings                                        12



    Item 2     Changes in Securities                                    12



    Item 6     Exhibits                                                 12


  Signatures                                                            13
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                       <C>                  <C>
                            HYPERDYNAMICS CORPORATION
                           Consolidated Balance Sheets

                                                                              September 30,          June 30,
                                                                                 2005                  2005
                                                                              (Unaudited)
                                                                           -----------------    -----------------

ASSETS
Current Assets
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $        379,478     $        259,448
  Restricted certificate of deposit . . . . . . . . . . . . . . . . . . .            65,445               65,445
  Accounts receivable, net of allowance for doubtful
     accounts of $31,242. . . . . . . . . . . . . . . . . . . . . . . . .            56,376               19,635
  Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 -                3,637
  Prepaid Expenses                                                                  134,460              167,250
  Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . .           54,200
                                                                           -----------------    -----------------
Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . .           689,959              515,415

Property and Equipment, net of accumulated
   depreciation of $351,116 and $314,171. . . . . . . . . . . . . . . . . .         566,584              599,092
Other Assets
Unproved Oil and Gas properties, using Full Cost
   Method of Accounting . . . . . . . . . . . . . . . . . . . . . . . . .         4,101,768            4,072,503
Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            23,312               22,312
                                                                           -----------------    -----------------
Total other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .         4,691,664            4,693,907
                                                                           -----------------    -----------------
         TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .         5,381,623            5,209,322
                                                                           =================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of installment notes payable. . . . . . . . . . . . . . .  $        179,926     $        247,750
Dutchess Capital Debenture - Current Portion. . . . . . . . . . . . . . .           277,676                    -
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . .           801,192              558,314
Accounts payable seismic data . . . . . . . . . . . . . . . . . . . . . .           650,000              650,000
Customer deposits  / Deferred Gain. . . . . . . . . . . . . . . . . . . .           394,728               73,464
Dividends payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .           372,398              372,398
Dividends payable to related party. . . . . . . . . . . . . . . . . . . .            54,501               27,250
                                                                           -----------------    -----------------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . .         2,730,421            1,929,176

Deferred Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           134,696              134,697
                                                                           -----------------    -----------------
          TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . .         2,865,117            2,063,873
                                                                           -----------------    -----------------

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                    2
  Series B - 2,725 shares issued and outstanding. . . . . . . . . . . . .                 3                    3
Common stock, $.001 par value, 250,000,000 shares authorized,
  42,168,410 shares issued and outstanding. . . . . . . . . . . . . . . .            42,168               42,168
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . .        23,758,028           22,915,690
  Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . .       (21,283,695)         (19,812,414)
                                                                           -----------------    -----------------
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . .         2,516,506            3,145,449
                                                                           -----------------    -----------------
          Total Liabilities and Stockholders' Equity. . . . . . . . . . .         5,381,623            5,209,322
                                                                           =================    =================
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                        <C>                  <C>

                                       HYPERDYNAMICS  CORPORATION
                                Consolidated  Statements  of  Operations
                                 3  Months  ended  September  30,  2005
                                               (Unaudited)

                                                                             Three Months Ended September 30,
                                                                           --------------------------------------
                                                                                  2005                2004
                                                                           -----------------    -----------------

Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         87,410     $         66,156

Operating Expenses
  Cost of revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . .           693,493              195,585
  Selling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               199               27,884
  General and administration. . . . . . . . . . . . . . . . . . . . . . .           742,137              771,606
  Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .            36,667               36,855
  (Gain) on sale of assets. . . . . . . . . . . . . . . . . . . . . . . .                 -
                                                                           -----------------    -----------------
Total Operating Expenses. . . . . . . . . . . . . . . . . . . . . . . . .         1,472,496            1,031,930
                                                                           -----------------    -----------------

    LOSS FROM OPERATIONS. . . . . . . . . . . . . . . . . . . . . . . . .        (1,385,086)            (965,774)

Other Income (Expense)
  Other income (expense). . . . . . . . . . . . . . . . . . . . . . . . .              (901)                   -
  Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . .               983                6,662
  Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . .           (59,028)             (60,563)
                                                                           -----------------    -----------------
NET LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (1,444,032)          (1,019,675)

Preferred dividend requirement. . . . . . . . . . . . . . . . . . . . . .           (27,250)             (46,695)
                                                                           -----------------    -----------------
Net loss chargeable to common shareholders. . . . . . . . . . . . . . . .  $     (1,471,282)    $     (1,066,370)
                                                                           =================    =================

Basic and diluted loss per common share . . . . . . . . . . . . . . . . .  $          (0.03)    $          (0.03)
Weighted average shares outstanding . . . . . . . . . . . . . . . . . . .        42,168,410           41,210,286
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                       <C>                  <C>

                              HYPERDYNAMICS  CORPORATION
                        Consolidated  Statements  of  Cash  Flows
                       3  Months  Ended  September  30,  2005
                                       (Unaudited)




                                                                             Three Months Ended September 30,
                                                                           --------------------------------------
                                                                                  2005                2004
                                                                           -----------------    -----------------
Cash flows from operating activities
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $     (1,444,032)    $     (1,019,675)
Adjustments to reconcile net loss to cash used by operating activities
  Depreciation and amortization. . . . . . . . . . . . . . . . . . . . .             36,667               36,854
  Options and warrants expense . . . . . . . . . . . . . . . . . . . . .                  -              390,357
  Stock issued for services
Accretion of interest and amortization of offering costs of mandatorily
  redeemable preferred stock . . . . . . . . . . . . . . . . . . . . . .                  -               57,937
  Bad debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . .                  -                6,961
  Amortization of discount . . . . . . . . . . . . . . . . . . . . . . .             31,222                    -
  Changes in:
    Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . .            (36,742)             (22,009)
    Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              3,637              (23,010)
    Other current assets . . . . . . . . . . . . . . . . . . . . . . . .             24,236               48,261
    Deposits from customers. . . . . . . . . . . . . . . . . . . . . . .                  -               (5,000)
    Change in deferred rent. . . . . . . . . . . . . . . . . . . . . . .                  -                2,394
    Vested Warrants - consulting services. . . . . . . . . . . . . . . .            183,075                    -
    Accounts payable and accrued expenses. . . . . . . . . . . . . . . .            243,157               87,921
                                                                           -----------------    -----------------
Net cash used in operating activities. . . . . . . . . . . . . . . . . .           (958,780)            (439,009)
                                                                           -----------------    -----------------

Cash flows from investing activities
 Proceeds of sale on working interest common, net. . . . . . . . . . . .            616,000                    -
  Investment in unproved property. . . . . . . . . . . . . . . . . . . .           (324,000)            (321,221)
  Purchase of equipment. . . . . . . . . . . . . . . . . . . . . . . . .             (4,437)             (28,711)
Payments of deposits . . . . . . . . . . . . . . . . . . . . . . . . . .             (1,000)                 500
                                                                           -----------------    -----------------
Net cash provided by (used in) investing activities. . . . . . . . . . .            286,563             (349,432)
                                                                           -----------------    -----------------

Cash flows from financing activities
Proceeds from sale of warrants and preferred stock in subsidiary . . . .                  -                8,125

Proceeds from sale of debentures, net. . . . . . . . . . . . . . . . . .            909,925                    -
 Payments on short-term note payable . . . . . . . . . . . . . . . . . .            (73,568)                   -
  Payments on installment debt . . . . . . . . . . . . . . . . . . . . .            (44,110)             (43,344)
                                                                           -----------------    -----------------
Net cash provided by financing activities. . . . . . . . . . . . . . . .            792,247              (35,219)
                                                                           -----------------    -----------------
Net increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . .            120,030             (823,660)
Cash at beginning of period. . . . . . . . . . . . . . . . . . . . . . .            259,448            3,149,441
                                                                           -----------------    -----------------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . . . . . .            379,478            2,325,781
                                                                           =================    =================

Non-cash transactions
  Issuance of common stock for accounts payable
  Conversion of notes payable to common stock
Geological and geophysical work performed on unproved oil and
  gas properties paid with equity based compensation . . . . . . . . . .   $         15,000     $        101,750
Accounts payable for geological and geophysical services
  provided on oil and gas properties. . . . . . . . . . .                  $                    $         99,000

</TABLE>
                                       6
<PAGE>

<TABLE>
<CAPTION>

<S>                                                                        <C>                 <C>

                              HYPERDYNAMICS  CORPORATION
                       Consolidated  Statements  of  Cash  Flows
                3  Months  Ended  September  30,  2005  (Continued)


                                                                             Three Months Ended September 30,
                                                                           --------------------------------------
                                                                                  2005                2004
                                                                           -----------------    -----------------
Cash flows from operating activities
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $     (1,453,122)    $     (1,019,675)
Adjustments to reconcile net loss to cash used by operating activities
  Depreciation and amortization. . . . . . . . . . . . . . . . . . . . .             36,945               36,854
  Gain on sale of assets
  Options and warrants expense . . . . . . . . . . . . . . . . . . . . .                                 390,357
  Stock issued for services
Accretion of interest and amortization of offering costs of mandatorily
redeemable preferred stock . . . . . . . . . . . . . . . . . . . . . . .                                  57,937
Beneficial conversion feature associated with convertible notes payable to officers
  Bad debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . .                                   6,961
  Changes in:
    Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . .            (36,742)             (22,009)
    Investment Receivable. . . . . . . . . . . . . . . . . . . . . . . .           (500,000)
    Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              3,637              (23,010)
    Other current assets . . . . . . . . . . . . . . . . . . . . . . . .            (54,200)              48,261
    Accrued salary payable to officers
    Deposits from customers. . . . . . . . . . . . . . . . . . . . . . .            (73,464)              (5,000)
    Change in deferred rent. . . . . . . . . . . . . . . . . . . . . . .                                   2,394
    Accounts payable and accrued expenses. . . . . . . . . . . . . . . .            227,879               87,921
                                                                           -----------------    -----------------
Net cash used in operating activities. . . . . . . . . . . . . . . . . .         (1,849,067)            (439,009)
                                                                           -----------------    -----------------

Cash flows from investing activities
  Decrease in restricted cash
  Investment in unproved property. . . . . . . . . . . . . . . . . . . .            380,464             (321,221)
  Proceeds from sale of equipment
  Purchase of equipment. . . . . . . . . . . . . . . . . . . . . . . . .             (4,437)             (28,711)
Return of deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . .             (1,000)                 500
                                                                           -----------------    -----------------
Net cash provided by (used in) investing activities. . . . . . . . . . .            375,027             (349,432)
                                                                           -----------------    -----------------

Proceeds  from  sale  of  units  consisting  of  warrants  in
Hyperdynamics and preferred  stock in subsidiary, net of $14,500
offering cost 130,500 payments on installment  debt  4,591.
Proceeds  from  exercise  of  warrants. Proceeds from
Dutchess  Equities  Fund  agreement . . . . . . . . . . . . . . . . . .             936,198                8,125

  Stock subscription receivable
  Proceeds of short-term note payable
  Payment of short-term note payable . . . . . . . . . . . . . . . . . .            (96,762)
  Payments on installment debt . . . . . . . . . . . . . . . . . . . . .            754,635              (43,344)
                                                                           -----------------    -----------------
Net cash provided by financing activities. . . . . . . . . . . . . . . .          1,594,071              (35,219)
                                                                           -----------------    -----------------

Net increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . .            120,031             (823,660)
Cash at beginning of period. . . . . . . . . . . . . . . . . . . . . . .            259,448            3,149,441
                                                                           -----------------    -----------------
Cash at end of period. . . . . . . . . . . . . . . . . . . . . . . . . .            379,479            2,325,781
                                                                           =================    =================

Supplemental Information:
                                                                             Three Months Ended September 30,
                                                                           --------------------------------------
                                                                                  2005                2004
                                                                           -----------------    -----------------

Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . .   $         27,806     $          2,625

Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . .   $              -     $              -

Non-cash transactions
Geological and geophysical work performed on unproved oil
 and gas properties paid with equity based compensation. . . . . . . . .   $         15,000     $        101,750
Accounts payable for geological and geophysical services
 provided on oil and gas properties. . . . . . . . . . . . . . . . . . .                  -               99,000
Series B preferred shareholder quarterly dividends . . . . . . . . . . .             27,250                    -
Discount related to convertible debt . . . . . . . . . . . . . . . . . .            659,262                    -

</TABLE>

                                       7
<PAGE>

                            HYPERDYNAMICS  CORPORATION
                          NOTES  TO  FINANCIAL  STATEMENTS
                                   (Unaudited)

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 2005 as reported in the Form 10-KSB, have been omitted.


2.   Short-term  Note  Payable

Hyperdynamics'  short-term  note  payable  is related to insurance financing and
Dutchess  Private Equities Fund financing.  The insurance financing provides for
our  general  liability  and  D&O  insurance.

3.  Convertible  note  payable  -  Dutchess


In  August  2005,  Hyperdynamics  closed  a  private  financing convertible note
payable with Dutchess Private Equities Fund II, LP (Dutchess). The proceeds from
the  transaction  were received in two tranches. The first tranche of $1,000,000
was received at closing and the second tranche of $500,000 was received upon the
filing  of a registration statement with the SEC. The registration statement was
filed  with  the  SEC  in  October  2005. Upon effectiveness of the registration
statement, Dutchess may elect to receive loan payments in the form of stock at a
conversion  price  based  upon  the  prevailing  market price of Hyperdynamics's
common  stock but in no event less than $1.00 per share. In conjunction with the
transaction,  Hyperdynamics  issued  a detachable warrant to Duchess to purchase
500,000  shares  of  common stock at $1.00 per share. The relative fair value of
the  warrants  was  $304,631. In addition, Hyperdynamics has the option to enter
into  another  debenture  with  Dutchess  for  an additional $1,500,000 upon the
effectiveness  of  the registration statement. The carrying value of the note at
September 30, 2005 is as follows:

<TABLE>
<CAPTION>

<S>                                           <C>

Face value of note payable . . . . . . . . .  $1,000,000
Less: discount related to warrants . . . . .    (304,631)
      discount related to conversion feature    (354,631)
      discount related to financing costs. .     (90,075)
 principal payments. . . . . . . . . . . . .      (4,209)
Add: amortization of discount. . . . . . . .      31,222
                                              -----------
Carrying value of note at September 30, 2005  $  277,676
                                              ===========
</TABLE>
                                       8
<PAGE>

4.  Segment  Information

Reportable  segments
--------------------
Hyperdynamics  has  two  reportable  segments:  SCS  Corporation ("SCS") and its
Louisiana  operations  ("HYDR").  SCS  is  engaged  in  oil  and gas exploration
activities  offshore Guinea, West Africa. Additionally, it provides seismic data
transcription  and management services to support its activities and to external
customers. The seismic data work is performed in the USA. HYDR is engaged in oil
and  gas  exploration  and  production  activities  in  Louisiana,  USA; it also
provides  oilfield  services  to  external  customers.  Hyperdynamics  evaluates
performance based on profit or loss from operations. The reportable segments are
managed  by separate management teams who are evaluated based on their segment's
performance.

                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

The  following  tables summarize certain balance sheet and income statement data
about  Hyperdynamics'  reportable  segments and corporate overhead for the three
months  ended  September  30,  2005  and  2004:

<TABLE>
<CAPTION>

<S>                               <C>          <C>          <C>          <C>

                                      SCS          HYDR      Corporate      Total
                                  -----------  -----------  -----------  -----------
As  of  September  30,  2005:
  Segment assets                   4,177,394      634,075      570,154    5,381,623

Three  months  ended  September
  30,  2005
  Revenues from external customers         -       87,410            -       87,410
  Depreciation, depletion
  and amortization                     6,860       24,395        5,412       36,667
  Loss from operations              (160,505)    (688,243)    (536,338)  (1,385,086)
  Expenditures for long-lived
  assets                              29,264      294,736        4,012    1,145,553

As  of  September  30,  2004:
  Segment assets                   3,776,707      545,118    2,642,034    6,963,859

Three  months  ended  September
  30,  2004
  Revenues from external customers       300       65,556          300       66,156
  Depreciation, depletion and
  amortization                         8,395       23,681        4,778       36,854
  Loss from operations              (184,307)    (155,425)    (626,043)    (965,775)
  Expenditures for long-lived
  assets                               7,691       17,456        3,564       28,711

</TABLE>

<TABLE>
<CAPTION>

<S>                               <C>             <C>

Product  and  services  information
-----------------------------------
                                  Quarter  Ended  September  30,
                                         2005          2004
                                     -----------    -----------
Revenues  from:
  Seismic data management            $        -     $        -
  Computer-related sales                      -              -
  Oilfield services                           -         66,156
  Oil and gas production                 87,410
                                     -----------    -----------
  Totals                             $   87,410     $   66,156
                                     ===========    ===========

</TABLE>

                                       9
<PAGE>

5.  Subsequent  Events

In  November  2005, Hyperdynamics issued 30,000 shares of common stock valued at
$41,700  to  a  consultant  under  Hyperdynamics Employee Stock and Stock Option
Plan.

In  November  2005, Hyperdynamics issued 23,244 shares of common stock valued at
$32,309  to  directors  of Hyperdynamics in consideration for services performed
thereon  under  Hyperdynamics  Employee  Stock  and  Stock  Option  Plan.

                                       10
<PAGE>

    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 Amendment Number 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. 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

Overview


During the quarter we realized increasing oil production revenues of $87,410 for
the  quarter  ended  September  2005  with $0 service revenue compared to $0 oil
production  revenue  for the quarter ended September 2004 and $66,156 in service
revenue.  Thus, revenues are not directly comparable as the focus of the company
over the last year has shifted towards building production revenue and away from
service  revenue.  The  increase  in  net losses for September 2005 is primarily
attributed  to  an  increase in cost of maintaining and repairing our production
facilities  in  preparation  for  bringing newly anticipated oil and natural gas
production  online. Cost of revenues increased to $693,493 for the quarter ended
September  2005  compared  to $195,585 for September 2004. This $497,908 or 255%
increase explains the increase in the loss for the quarter ending September 2005
over  the  same  quarter  in  2004.  General  and  administrative  expenses were
comparable  with  a  decrease  of only 3.82% from $771,606 for the quarter ended
2004  compared  to  $742,137  for  2005.

Results  of  Operations

Reportable  segments
--------------------
Hyperdynamics  has  two  reportable  segments:  SCS  Corporation ("SCS") and its
Louisiana  operations  ("HYDR").  SCS  is  engaged  in  oil  and gas exploration
activities  offshore Guinea, West Africa. Additionally, it provides seismic data
transcription  and management services to support its activities and to external
customers. The seismic data work is performed in the USA. HYDR is engaged in oil
and  gas  exploration  and  production  activities  in  Louisiana,  USA; it also
provides  oilfield  services  to  external  customers.  Hyperdynamics  evaluates
performance based on profit or loss from operations. The reportable segments are
managed  by separate management teams who are evaluated based on their segment's
performance.

The  following  tables summarize certain balance sheet and income statement data
about  Hyperdynamics'  reportable  segments and corporate overhead for the three
months  ended  September  30,  2005  and  2004:

<TABLE>
<CAPTION>

<S>                                         <C>         <C>        <C>         <C>

                                            SCS         HYDR       Corporate   Total
                                            ----------  ---------  ----------  -----------
As of September 30, 2005:
  Segment assets . . . . . . . . . . . . .  $4,177,394  $634,075   $ 570,154   $5,381,623

Three months ended September 30, 2005
  Revenues from external customers . . . .          -     87,410           -       87,410
  Depreciation, depletion and amortization      6,860     24,395       5,412       36,667
  Loss from operations . . . . . . . . . .   (160,505)  (688,243)   (536,338)  (1,385,086)
  Expenditures for long-lived assets . . .     29,264    294,736       4,012      328,012

As of September 30, 2004:
  Segment assets . . . . . . . . . . . . .  3,776,707    545,118   2,642,034    6,963,859

Three months ended September 30, 2004
  Revenues from external customers . . . .        300     65,556         300       66,156
  Depreciation, depletion and amortization      8,395     23,681       4,778       36,854
  Loss from operations . . . . . . . . . .   (184,307)  (155,425)   (626,043)    (965,775)
  Expenditures for long-lived assets . . .      7,691     17,456       3,564       28,711

Product and services information
------------------------------------------
       Quarter Ended September 30,
                                                 2005       2004
                                            ----------  ---------
Revenues from:
  Seismic data management. . . . . . . . .  $       -   $      -
  Computer-related sales . . . . . . . . .          -          -
  Oilfield services. . . . . . . . . . . .          -     66,156
  Oil and gas production . . . . . . . . .     87,410
                                            ----------  ---------

Totals . . . . . . . . . . . . . . . . . .     87,410     66,156
                                            ==========  =========
</TABLE>

                                       11
<PAGE>

Geographical  Information
------------------------
All  revenues are currently derived from domestic sources. All long-lived assets
are  located in the USA, except for our oil and gas exploration and exploitation
rights,  which  are  located  offshore  Guinea,  West  Africa.

Louisiana  Operations  ("HYDR")

Revenue  for  the three months ended September 30, 2005 and 2004 was $87,410 and
$66,156,  respectively,  which  includes $87,410 from oil production in 2005 and
$66,156  of  oilfield  service  revenue  in  2004.

Our  depreciation and amortization for the three months ended September 2005 and
September  2004  is  $24,395  and  $23,681,  respectively.

Our loss from operations for the three months ended September 30, 2005 from this
segment  was  ($688,243)  in  comparison  to  ($155,425)  in  September  2004.
The decrease primarily due to increased maintenance and repairs costs, tools and
equipment  cost,  as  well  as  increase  in  payroll  expenses.

Our  expenditure  for long lived assets in the three months ended September 2005
is  $294,736  compared  to  $17,456  in  September  2004. The increase is due to
capital  improvements  on  gas  production  facilities and gas gathering system.

Guinea  and  Seismic  Data  Management  ("SCS")

We  had  revenues of $0 and $300 from this segment during the three months ended
September  30, 2005 and 2004, respectively. The lack of revenues is attributable
to  amount of internal seismic data processing work during these two periods: we
have  focused  on  the acquisition of seismic data for our concession in Guinea.

We  have  processed  a  portion of some data that we have the right to market in
order to provide samples of the data to our prospects. When we sell the right to
use  this  data,  we  will  receive  a  fee  and we will also be compensated for
processing  the  data  that  we  sell.

Our  depreciation  and  amortization  of  $8,396 and $6,860 for the three months
ended  in  September  2004  and  2005,  respectively.

Based  on  the  factors  discussed above, our loss from operations for the three
months  ended  September 2005 from this segment was ($160,505) and ($184,307) at
the  end  of  September  2004.

Expenditures  for long lived assets were $29,264 and $7,691 for the three months
ended September 2005 and September 2004, respectively. The increase is primarily
due  to  imaging  and  geophysicist  services.

Corporate  Overhead

Revenue  was  $0  for the three months ended September 30, 2005 and $300 for the
three  months  ended  September 2004. We do not actively pursue revenues in this
segment.

For  the  three months ended September 2005 and September 2004, our depreciation
and  amortization  expense  was  comparable  at $5,412 and $4,778, respectively.

The  loss  from  operations  attributable  to  corporate overhead decreased from
($626,043)  for the three months ended September 30, 2004 to ($536,338) in 2005.
The  14.3%  decrease  of  $89,705  can be explained by a significant decrease of
$206,004  in  public  relations  consulting  services  offset  by an increase of
$67,596 in legal expenses for the quarter ended September 2005 compared to 2004.
This  increase  was  primarily  related  to  litigation  and  financing.

Our  expenditures  for long lived assets was comparable at $3,563 and $4,012 for
the  three  months  ended  in  September  2004 and September 2005, respectively.

Liquidity  and  Capital  Resources

Our  ratio of current assets to current liabilities (current ratio) was .25 to 1
and 1.29 to 1 at September 30, 2005 and 2004, respectively. A deeper analysis of
the  current  ratio  reveals several current obligations that reduce the current
ratio  but  for which there is no requirement to use cash to satisfy them or for
which  the  payment  is deferred until we receive cash inflows sufficient to pay
the  obligation.  These  items  include  Deferred gain, Accounts payable Seismic
Data,  Dividends  payable,  and  Dividends  payable  to  related  party.

In  August 2005, we closed a private financing transaction with Dutchess Private
Equities Fund II, LP. The financing included a subscription for a $1,500,000 two
(2)  year debenture that was funded in two tranches, $1,000,000 upon closing and
$500,000  upon the filing of a registration statement. Upon the effectiveness of
the  ensuing  registration statement, Dutchess may elect to convert the payments
coming  due  on  the  debenture at a stock price determined as the lesser of the
fixed  floor  conversion  price  or $1 per share. Hyperdynamics has an option to
enter into another debenture with Dutchess for an additional $1,500,000 upon the
effectiveness  of  the  registration  statement.

In  November 2005, the company filed its S-1 registration statement with the SEC
to  register 8,400,000 shares of its common stock pursuant to the aforementioned
financing  transaction  with  Dutchess.  Upon  filing,  the company received the
remaining  $500,000  principal  amount  on  its  debenture financing. Management
believes  that  these financings will enable us to fund our operating activities
through  June  30,  2006.

We also executed an investment agreement and received a commitment from Dutchess
to  fund  up  to $20,000,000 in equity at 95% of the market price. The agreement
limits  the  number  of shares to be registered under the financing agreement to
8,400,000  shares  without  a  shareholder vote. This insures that the number of
shares  to  be  issued will not exceed 20% of the outstanding common stock as is
required  by  the  rules  of  the  American  Stock  Exchange.  Thus,  the amount
ultimately  raised  by  the  financing  will be determined strictly by the stock
price  at  each  point  in  time  the  equity  line  is  used.

Although  we  plan  to  continue  to  improve  on  our  current ratio, we have a
contractual  requirement  during  the  second  exploration  period in the Guinea
concession  to  invest  an  estimated  $10,000,000  in  drilling  at  least  one
exploratory well offshore Guinea. The second exploration period expires sometime
during  the later part of this decade depending on initial periods and extension
provisions.  Although  we  have  several years to complete this work, we wish to
initiate a drilling program as soon as possible. Thus, we are considering all of
our  options  or  any combination of these options to; a) increase revenues from
operations; b) raise additional capital to support at least the minimum required
drilling  program;  c)  negotiate  one  or  more  transactions  with oil company
partners  who  share  in  the required work and financing risk; and d) negotiate
work program related deals with oil industry vendors such as seismic acquisition
companies. We believe that our ability to manage and affect one or more of these
options  will  determine our significant current ratio and financial position in
the  future.

Our  cash  from  operations  was  a  deficit  this  last year based on our asset
appreciation  based plan. We have taken overhead reduction steps to minimize non
productive expenditures. We are spending the bulk of the capital raised directly
or  indirectly  on  enhancing  the value of our offshore oil and gas concession.
These  expenditures, however, do not improve cash flow from operations. In order
to  improve our operating cash flow situation for future periods, management has
budgeted  certain  amounts  of  capital  and has started to build up our service
revenues.  As  mentioned  in  the  business section of this annual report we are
pursuing  domestic production to give us income enough to first pay our overhead
as  we  move  forward  and  then  second to enhance the returns available to our
shareholders  as  we  move  forward  into  future  drilling  programs.

Because  SCS  has  significant work requirements to accomplish in order to drill
exploration  wells,  we  are  beginning to look at more than one option to raise
additional  funds.  Management  is  confident in its ability to raise additional
capital  under  more  conventional  financing structures such as an underwritten
secondary  financing,  but  also  believes we will be able to secure oil and gas
working  interest partners to fund and carry significant portions of the capital
investment  burden.

We  have been successful in raising our necessary capital and management is very
confident  in  our ability to continue to raise capital. Based on our relatively
low overhead in comparison to the rather large task at hand, the lion's share of
all  capital  raised  is  going  to  improve  our  drilling  prospects.

We  expect  to  exploit our leases in Louisiana by operating numerous low volume
wells  that  produce  20  barrels  a day or less. We believe the relatively high
price  of  oil  will  help  make  these  wells  more economically viable. We are
currently  in  the  process  of completing the wells so that they are capable of
production.  We  announced  on  May  10, 2005 that we have completed 10 out of a
planned  14  wells  for  our  first  lease  in La Salle Parish, Louisiana. As of
November  2005,  we  are  in  the  final  phase  of  efforts to complete the gas
gathering  system  on this first lease. This will allow us to start selling gas.
Once we determine our flow rates and statistics we will be better able to assess
the  impact  of  these  activities  upon  our  revenue.

Because of the geological features of this lease and our oil production to date,
we consider this an attractive prospect for oil and gas investors. Therefore, we
have made the decision to sell working interest units in this lease. We can sell
up  to  a  total amount of $2,695,000 (representing 49% working interest). If we
sold  the  entire  49%  working interest that is being offered in this lease, we
would  net  up  to  $2,156,000  of  cash  proceeds, after marketing costs. As of
November  10,  2005,  we  have  sold  35  units,  resulting in gross proceeds of
$1,925,000  and net proceeds of $1,540,000. When completed, this sale of working
interest  will  replenish  our  cash  without  the  need  for additional capital
financing  at  this  time.

Because  our  subsidiary,  SCS  Corporation  ("SCS")  is looking to increase its
exploration  activities,  we  are  beginning  to look at more than one option to
raise  additional  funds.  Management  is  confident  in  its  ability  to raise
additional  capital  under  more  conventional financing structures, but we also
believe  that  ultimately we will be able to secure oil and gas working interest
partners  to  fund  and  carry  significant  portions  of the capital investment
burden.  As  we have discussed in the press, we are formulating plans and moving
forward  towards  drilling  our  first exploration well offshore West Africa. We
feel  that  we  can  successfully  finance  such a work program either ourselves
through  an  equity  financing  plan,  through  working  interest partners, or a
combination  of  both.

Thus,  management  believes  that  additional  capital funds raised has and will
continue to substantially enhance our asset value in our oil and gas concession.
This  will yield greatly enhanced shareholder value, and make additional capital
easier  to  come  by  at  ever  increasing  stock  prices.

We  have  a  capital  lease  obligation  of  $4,998 financing certain electrical
equipment  in  our  data  center and another obligation of $12,884 financing the
purchase  of  land  and a building in La Salle Parish, Louisiana. We also have a
contingent  $350,000 note payable that is payable with 25% of the profits of SCS
Corporation.  We  have  the  right  to  pay  this  note  off using common stock.

Additionally,  in  conjunction  with  our purchase of HYD, we entered into three
notes  payable  to  two  individuals totaling $856,000. The notes are to be paid
quarterly  over the five years ended June 30, 2009. Payments will be due only if
HYD  has  a  net income according to accounting principles generally accepted in
the  United  States of America. Payment amount will be 25% of the net income for
the period, unless there was a net loss in previous period(s). If there is a net
loss, subsequent net income must completely offset the losses before any amounts
are  due.  After  the loss is offset, payment of 25% of the remaining net income
will  be  due.


We  originally purchased a CD in the amount of $436,000, which secured the lease
at Westwood with a Letter of Credit arrangement. The remaining balance on the CD
and  letter of credit is $65,445. A termination agreement with landlord has been
reached which will settle lawsuit against the landlord. The $65,445 is due to be
transferred  to  the  company  along  with  a  security  deposit  of  $22,312.

We  could  obtain  additional capital also upon the exercise of other previously
issued  in  the  money outstanding warrants and options for common stock. If all
outstanding warrants and options that are currently in the money were exercised,
the  company  would  receive approximately $8,000,000 in cash proceeds from such
additional  capital  investment.

Off-Balance  Sheet  Arrangements

We  have  a contractual arrangement and now a lawsuit against USOil Corporation.
The  original  agreements  provide for us to pay USOil $1,600,000 if SCS obtains
third  party  financing  for  the  Guinea  development  project. Also USOil will
receive a 3% royalty if oil and gas is produced on this project and depending on
the  outcome  of  our  legal  claims  against  them.  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  pay  down  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.



Item  3.     Quantitative  and  Qualitative  Disclosures  About  Market  Risk.

Our functional currency is the US dollar. Our revenue is directly related to the
price of oil and gas. Assuming that we sell one barrel of oil, then a one dollar
decrease  in the price that we get for that barrel of oil will lower our revenue
by  one  dollar,  and correspondingly so for a one dollar increase in price. The
same  is true for changes in the price of natural gas. We intend to sell oil and
gas  immediately  upon  lifting to the wellhead. We do not contemplate retaining
any  oil and gas inventory. We do not hedge any market risk. Although the prices
of oil and gas have recently increased substantially, there is no assurance that
the  price  of  oil  and  gas  will  not  fall  dramatically  in  the  future.



Item  4.  Evaluation  of  disclosure  controls  and  procedures

Our  Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure  controls  and  procedures  are  effective. They have evaluated these
controls  and procedures as of the end of the fiscal quarter ended September 30,
2005.  There  were  no changes in our internal controls that occurred during the
fiscal  quarter  ended  September  30,  2005  that  materially  affected  or are
reasonably likely to materially effect our control over financial reporting.

Part  II  Other  Information

ITEM  1.  Legal  Proceedings

Dixon  Financial  Services

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  suit  alleged breach of contract for failure to deliver share certificates
in the name of Dixon Financial Services for 574,500 shares of the Company stock,
which  shares  were  held  in  a nominee name. In 2000, The Erin Oil Exploration
parties, including their attorneys, brought suit against the Company, wrongfully
claiming  that the shares were subject to their claims against other persons and
obtained  a  temporary  restraining order preventing the transfer of the shares.
Fidelity  Transfer,  as  the  Company's  transfer agent, refused to transfer the
shares  to  Dixon  because  of  the  restraining  order. The Court set aside the
temporary  restraining order as to the shares and the shares were not subject to
a  later  temporary  injunction. However, legal counsel for the Erin Oil parties
wrongfully  asserted  to  Fidelity  Transfer that the shares were subject to the
injunction  and  Fidelity  Transfer  refused  to  transfer  the  shares to Dixon
Financial  for  a  period  of at least three months during which the share price
dropped  from  more  than  $6.00  a share to slightly more than $1.00 per share.
Dixon  Financial and the Company brought claims against the Erin Oil parties and
their  legal  counsel  for  their  wrongful  conduct. The Erin Oil legal counsel
asserted  a litigation privilege under Texas law. The Erin Oil parties and their
legal  counsel  filed  motions  for  summary  judgment  asserting the litigation
privilege  as  a  bar to liability. The trial court granted all such motions for
summary  judgment.

Fidelity  Transfer asserted that it was not subject to jurisdiction in Texas and
the  Company  determined  that  Fidelity  Transfer was not currently solvent for
purposes  of  any  judgment  against  it in this matter. Fidelity Transfer is no
longer  a party to this lawsuit, but the Company has a formal agreement allowing
it  to  pursue  recovery  against  Fidelity  Transfer  at  a  later  time.

At  the  end  of  April  2005,  the  Company and Dixon Financial entered into an
agreement  to  settle and resolve this litigation. The agreement provides, among
other  things,  that  since  the  claims of both Dixon Financial and the Company
against  the  Erin  Oil  parties  and  their legal counsel are similar, that the
Company  will  bear  the  cost of appealing the summary judgments granted to the
Erin Oil parties on the litigation privilege defense to liability. The agreement
further  provides  that  the  Company  agree  to  a  judgment  in  the amount of
$2,015,264  for  the  failure  to  deliver  the  shares  into  the name of Dixon
Financial.  However,  Dixon  Financial  has  agreed that it will not abstract or
otherwise  seek  to  enforce  the  agreed judgment, except in the event that the
appeal  is  unsuccessful or the Erin Oil parties are determined not to be liable
for  any  other  reason.  If  the  appeal is unsuccessful, the Company and Dixon
Financial  have  agreed that the Company will pay the sum of $240,000 payable in
the  amount  of  $10,000  per month for a period of 24 months. This agreement is
subject  to  court approval. The Company reasonably believes that its liability,
if  any,  will  not arise prior to January 2007. In the event that the appeal is
successful,  the  Company will not be obligated to pay any amount of money other
than legal fees and expenses. If the appeal is successful, the Company will seek
to  recover  its  damages  and  costs  from the Erin Oil parties and their legal
counsel.  The  Erin  Oil  parties'  legal counsel have insurance which have been
providing  a defense and which may be liable for any damages awarded against the
Erin  Oil  parties'  counsel.

The  proposed  agreed judgment described above was submitted to the court in May
2005.  As  of  October  4,  2005,  the  court  had  not  ruled  on the judgment.
Wellington

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

The  Plaintiff claims that we did not carry out conversion of series A preferred
stock  to  common  stock.  On  August  9,  2002  Plaintiff, Defendant, and their
respective  counsels  executed  an "Agreement for Transfer of Claims in Delaware
Action  to  Georgia". Subsequently, the lawsuit was moved in its entirety to the
Atlanta,  Georgia  to  be litigated under the lawsuit discussed below. Under the
agreement,  the  Plaintiff in the Delaware action, Wellington, LLC. would become
the  Defendant in Atlanta. During the fiscal year ended June 30, 2004, the Court
of  Chancery  of  Delaware  dismissed  the  Delaware  case.


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,  John  C.  Canouse,  James  P.  Canouse,  Jeffrey  Canouse,
Southridge  Capital  Management  LLC,  Stephen  Hicks a/k/a Steve Hicks, Thomson
Kernaghan  &  Co.,  Limited,  Mark Valentine, Talya Davies, Cache Capital (USA),
L.P.,  Carpe  Diem,  Carpe  Diem LTD., Wellington, LLC, Minglewood Capital, LLC,
Falcon  Securities,  LTD,  Navigator  Management  LTD.,  David  Sims,  and Citco
Trustees  (Cayman)  Limited,  Defendants;  and  Wellington  LLC,
Counterclaim/Third-Party  Plaintiff,  v.  Hyperdynamics  Corporation, a Delaware
corporation, Kent Watts, Michael Watts, Robert Hill, Harry J. Briers, DJX, Ltd.,
a  Belize corporation, and Does 1-10, Counterclaim/Third-Party Defendants, Civil
Action  File  No.  2001CV44988, In The Superior Court of Fulton County, State of
Georgia.

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 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 are subject to counterclaims in this Georgia litigation. The counterclaimants
allege  that  Hyperdynamics  and  its  officers  and  directors  breached  their
fiduciary duties to shareholders and committed other tortuous acts. We intend to
continue to vigorously pursue damages and defend all counterclaims. Discovery is
being  primarily  focused  on  jurisdictional  issues  at  this time. During the
litigation  we have made numerous claims of discovery abuse resulting in certain
defendants  and  defense attorney's involved being sanctioned by the court. They
have  filed  for  sanctions  against  us  as  well.

AGB  Westwood,  L.P.

On  May 5, 2005, the Company filed a lawsuit styled Hyperdynamics Corporation v.
AGB  Westwood L.P.; Cause No. 2005-30992; In the 165thth Judicial District Court
of  Harris  County,  Texas.

Per  advice  of  counsel,  it  has been represented by the Landlord that a lease
termination  agreement  has  been  signed.  Under  this agreement, the remaining
$65,445  on the company's letter of credit as well as the $22,312 deposit is due
to  be  refunded to the company. The agreement eliminates any further obligation
of Hyperdynamics to the Landlord beyond December 2005 rental payment and we have
agreed to move within 60 days. Both parties agreed to dismiss the lawsuit.

USOil

On  July  29,  2005  our  wholly  owned  subsidiary  filed  a lawsuit styled SCS
Corporation, Plaintiff v. USOIL CORPORATION, Defendant; Cause No. 2005-49205; in
the  333rd  Judicial District Court of Harris County, Texas. The Company alleges
Breach  of Contract, Fraud, Negligent Misrepresentation, and seeks a Declaratory
Judgment.

ITEM  2.  Unregistered  Sales  of  Equity  Securities  and  Use  of  Proceeds

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  2005 Hyperdynamics issued 30,000 shares of restricted common stock
to  a  consultant  for  services rendered under Hyperdynamics Employee Stock and
Stock  Option  Plan.  This was a private placement made in reliance of Section 4
(2)  of  the  Act.

In  November  2005,  Hyperdynamics  issued  24,351  shares  of  common  stock to
directors of Hyperdynamics in consideration for services performed thereon under
Hyperdynamics Employee Stock and Stock Option Plan. This was a private placement
made  in  reliance  of  Section  4  (2)  of  the  Act.

Item  6  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.

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.

                                       12
<PAGE>


                                   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)

(signed) ____________________________
        By:  /s/  Kent  Watts
        Kent  Watts,  Chairman  of  the  Board,
        Chief  Executive  Officer

Dated:  December 8, 2005

                                       13
<PAGE>