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:  March  31,  2000
                                                             ------------------
                                       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.)

                         2656 South Loop West, Suite 103
                              Houston, Texas 77054
          (Address of principal executive offices, including zip code)

                             RAM-Z ENTERPRISES, INC.
                           (Registrant's former name)

1.     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

2.     As  of  May  8, 2000 13,007,888 shares of common stock, $0.001 par value,
were  outstanding.

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


<PAGE>
                                Table of Contents

TABLE  OF  CONTENTS

PART  I     FINANCIAL  INFORMATION

   ITEM  1     Financial  Statements                                     3

      Consolidated  Balance  Sheet  at
            March  31,  2000  (unaudited)                                3

      Consolidated  Statements  of  Income  for  the  three
            and  nine  months  ended  March  31,  2000
            and  1999  (both  unaudited)                                 4

      Consolidated  Statements  of  Stockholders'  Equity
            for  the  nine  months  ended  March  31,
            2000  and  1999  (both  unaudited)                           5

      Consolidated  Statements  of  Cash  Flows  for  the  nine
            months  ended  March  31,  2000  and  1999
            (both  unaudited)                                            6

      Notes  to  Consolidated  Financial  Statements                     7

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

PART  II    OTHER  INFORMATION

   ITEM  2     Changes  in  Securities                                  12

   ITEM  6     Exhibits  and  Reports  on  Form  8-K                    13

       (a)   Exhibits

       (b)   Reports  on  Form  8-K

SIGNATURES                                                              13


<PAGE>
                        Part 1     Financial Information

ITEM  1     Financial  Statements

                            HYPERDYNAMICS CORPORATION
                                  Balance Sheet
                                  March 31, 2000

<TABLE>
<CAPTION>
ASSETS
<S>                                                  <C>
Current Assets
Cash                                                  2,379,728
Accounts receivable - Trade                             321,812
Inventory                                               117,928
Prepaid expenses                                         58,045
                                                     -----------
TOTAL CURRENT ASSETS                                  2,877,514

Property and Equipment                                  164,220
Other Assets
  Revenue Interests                                      69,297
  Intangible assets - net                                45,189
  Deposits and other                                      3,348
                                                     -----------
Total other assets                                      117,834
                                                     -----------

TOTAL ASSETS                                          3,159,568
                                                     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable - Trade                                111,864
Accrued expenses                                         96,807
Accrued taxes                                             9,213
                                                     -----------
TOTAL CURRENT LIABILITIES                               217,884
                                                     -----------
Stockholders' Equity
    Preferred stock, par value $0.001; 20,000,000
    shares authorized; 3,000,000 shares issued and
    outstanding.                                          3,000
    Additional paid-in capital                        2,601,190
Common stock, par value $0.001;
 50,000,000 shares authorized; 12,349,503
 shares issued and outstanding.                          12,841
Additional paid-in capital                            1,937,993
Retained (deficit)                                   (1,613,340)
                                                     -----------
Total Stockholder's equity                            2,941,684
                                                     -----------
Total Liabilities and Stockholder's Equity            3,159,568
                                                     ===========
</TABLE>
                        See notes to financial statements


<PAGE>
                            HYPERDYNAMICS CORPORATION
                         Consolidated Income Statements
               3 Months and 9 Months Ended March 31, 2000 and 1999


<TABLE>
<CAPTION>
                                              3 MONTHS ENDED MARCH 31     9 MONTHS ENDED MARCH 31
                                                2000          1999          2000          1999
<S>                                         <C>           <C>           <C>           <C>
Revenues                                    $   495,163   $   155,078     1,450,974   $   489,246
Cost of Revenues                                473,312        94,717     1,015,860       296,772
                                            ------------  ------------  ------------  ------------
GROSS MARGIN                                     21,851        60,361       435,114       192,474

Operating Expenses
Selling                                          32,156        17,087        73,371        26,665
General and Administrative                      438,598        92,079       692,762       353,660
Interest
Depreciation                                     12,250         4,313        24,750        19,462
                                            ------------  ------------  ------------  ------------
TOTAL OPERATING EXPENSES                        483,004       113,479       790,883       399,787
                                            ------------  ------------  ------------  ------------
OPERATING INCOME (LOSS)                        (461,153)      (53,118)     (355,769)     (207,313)
                                            ------------  ------------  ------------  ------------
Other Income (Expense)
Other income (expense)                                0           512             0        (7,460)
Revenue sharing income                           18,161                      18,161
Gain on sale of Revenue Sharing
Agreement                                        12,000             0        12,000             0
Writedown of carrying  value of
 receivable from sale of subsidiary             (50,000)            0       (50,000)            0
Interest income                                  21,480             1        21,507         1.426
Interest expense                                      0             0             0        (4,702)
                                            ------------  ------------  ------------  ------------
LOSS FROM CONTINUING OPERATIONS                (459,512)      (52,605)     (354,101)     (218,049)
Gain/(Loss) from Discontinued
 Operations, net of income tax benefit of
 $0 and $0, respectively                              0        55,169          (568)       10,285
Gain / (Loss) on Sale of Discontinued
Operations, net of income tax benefit of
 $0 and $0 , respectively                             0             0       127,065             0
                                            ------------  ------------  ------------  ------------
NET INCOME (LOSS) BIT                          (459,512)        2,564      (227,604)     (207,764)
                                            ------------  ------------  ------------  ------------
Income Tax (Benefit)                                  0             0             0             0
                                            ------------  ------------  ------------  ------------
NET INCOME (LOSS                            $  (459,512)  $     2,564   $  (227,604)  $  (207,764)
                                            ============  ============  ============  ============
Income (Loss) per Common Share
NET INCOME (LOSS) PER C/S SHARE             $     (0.04)  $      0.00   $     (0.02)  $     (0.02)
                                            ------------  ------------  ------------  ------------
Weighted average share outstanding           12,688,041    12,256,534    12,520,292    12,224,158
</TABLE>
                                  See  notes  to  financial  statements


<PAGE>
                            HYPERDYNAMICS CORPORATION
                 Consolidated Statements of Stockholders' Equity
                     9 Months Ended March 31, 2000 and 1999

<TABLE>
<CAPTION>
<S>                                <C>         <C>      <C>               <C>           <C>

                                                                          RETAINED
AS RESTATED                        SHARES      AMOUNT   PAID IN CAPITAL   (DEFICIT)     TOTALS

Preferred Stock
    Balances - June 30, 1998             0.00  $  0.00  $           0.00  $      0.00   $      0.00
    Shares issued for cash
    Balances - March 31, 1999
Common Stock
    Balances - June 30, 1998       12,208,321   12,208         1,567,500                  1,579,708
    Adjustments for options paid                                  37,625                     37,626
    Options exercised                  18,182       18            24,982                     25,000
    Shares issued for cash            123,000      123            49,877                     50,000
    Balances - March 31, 1999      12,349,503  $12,349  $      1,679,984                  1,692,334
                                   ----------  -------  ----------------
Retained Earnings
    Balance - June 30, 1998                                                (1,201,191)   (1,201,191)
    Net (loss)                                                               (218,084)     (218,084)
    Balance - March 31, 1999                                              $(1,419,275)   (1,419,275)
                                                                          ------------

Total Stockholders' Equity -
              March 31, 1999                                                            $   273,059
                                                                                        ------------

Preferred Stock
    Balance - June 30, 1999              0.00  $  0.00  $           0.00                $      0.00
    Shares issued for cash          3,000,000    3,000         2,601,190                  2,604,190
    Balance - March 31, 2000        3,000,000  $ 3,000  $      2,601,190                  2,604,190
                                   ----------  -------  ----------------
Common Stock
    Balances - June 30, 1999       12,409,503  $12,409  $      1,709,924                  1,722,333
    Shares issued for cash            432,000      432           228,068                    228,500
    Balances - March 31, 2000      12,841,503  $12,841  $      1,937,992                  1,950,834
                                   ----------  -------  ----------------
Retained Earnings
    Balance - June 30, 1998                                               $(1,385,737)   (1,385,737)
    Net Income (Loss)                                                        (227,603)     (227,603)
    Balances - March 31, 2000
                                                                          $(1,613,340)   (1,613,340)
                                                                          ------------

Total Stockholders' Equity -
              March 31, 2000                                                            $ 2,941,684
                                                                                        ------------
</TABLE>
                                     See  notes  to  financial  statements


<PAGE>
                            HYPERDYNAMICS  CORPORATION
                      Consolidated  Statements  of  Cash  Flows
                   9  Months  Ended  March  31,  2000  and  1999

<TABLE>
<CAPTION>
<S>                                           <C>          <C>
                                                    2000        1999
Cash flows from operating activities
Net Income (loss)                             $ (227,603)  $(207,764)
Adjustments to reconcile net income
 to cash provided from operating activities
Depreciation and amortization                     24,750      19,010
Gain on sale of revenue sharing agreement        (12,000)          0
Sale of Discontinued Operations                 (127,065)          0
Writedown of carrying value of receivable
from sale of subsidiary                           50,000           0
Writedown of capitalized intangible assets         4,757
Income or loss from Discontinued Operations          568     (10,285)
Changes in:
Restricted certificate of deposit                      0      94,000
Accounts receivable - Trade                     (239,626)    (38,969)
                                 -  Other          1,500      30,000
Inventory                                        (65,968)    (16,376)
Other assets                                     (58,046)          0
         Collection of revenue interest            1,263      31,056
Accounts payable                                  64,626      34,119
Accrued expenses                                  90,121     (10,600)
                                              -----------  ----------
NET CASH USED FOR OPERATING ACTIVITIES          (492,723)    (75,809)

Cash flows from investing activities
Cash investment in discontinued operations             0     (10,958)
Proceeds from sale of revenue interest            85,500           0
        Purchase of fixed assets                (101,939)    (48,405)
                                              -----------  ----------
NET CASH USED FOR INVESTING ACTIVITIES           (16,439)    (59,363)

Cash flows from financing activities
Increase in short-term convertible notes                      12,499
Sale of preferred stock                        2,604,190           0
Sale of common stock                             228,500     112,626
                                              -----------  ----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES    2,832,690     125,125

Net increase (decrease) in cash                2,323,528     (10,047)
CASH AT BEGINNING OF PERIOD                       56,200      11,582
                                              -----------  ----------
CASH AT END OF PERIOD                         $2,379,728   $   1,535
                                              ===========  ==========
Supplemental Information
Interest paid                                 $        0   $   4,702
</TABLE>
                      See  notes  to  financial  statements


<PAGE>
                            HYPERDYNAMICS  CORPORATION
                         NOTES  TO  FINANCIAL  STATEMENTS

1.     The  accompanying unaudited interim financial statements of Hyperdynamics
Corporation, a Delaware Corporation ("Company") have been prepared in accordance
with  generally  accepted  accounting principles 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 the Company's 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  disclosure contained in the audited financial statements for the
most  recent  fiscal  year, 1999, as reported in Form 10-KSB, have been omitted.

2.     During the quarter 177,000 options for free trading shares were exercised
for  $105,000  and  100,000  warrants for restricted 144 stock was exercised for
$50,000.

3.     Revenue  Interests  consists  of  the  following:
       Revenue  interest  in  SeirraNet                         $19,865
       Revenue  interest  in  Wired  &  Wireless  Corporation    49,432
                                                                 ------
                                                                $69,297
                                                                 ======

4.     Sale  of  Revenue  Interest.

In  May  1997,  the  Company  purchased  a 4% revenue interest in the Sierra-Net
subsidiary  of  Internet  Finance & Equipment, Inc. by issuing 177,000 shares of
stock.  The  Company  valued this transaction at $177,000.  Since that time, the
Company has been receiving expected cash flows and amortizing its carrying value
appropriately.  On  March  6,  2000, substantially all assets of Sierra-Net were
purchased  by  M&A  West,  Inc. (stock trading symbol "MAWI"), for cash and MAWI
stock.  Sierra-Net  may  only  sell 1/6 of the shares per month during the first
six  months  after the MAWI shares are registered (the "lock-up period").  As of
May  12, 2000, these shares had not been registered.  This sale includes a "put"
provision  whereby Sierra-Net can demand repurchase of its MAWI stock for $16.25
per  share.  The  provision  expires  at  the  end  of  the  lock-up period.  If
Sierra-Net exercises this provision, MAWI may refuse to repurchase the stock and
Sierra-Net  can then elect to rescind the entire transaction and return the MAWI
shares  and all of the cash received up front.  As of May 12, 2000, these shares
were  trading at around $11 per share.  According to the May 1997 agreement, the
Company's  share  of  any  Sierra-Net  asset  sales is 19%, and accordingly, the
Company  received  $85,500  as  its  share  of  the cash received by Sierra-Net.
$73,500  of  this cash is shown as a reduction of the remaining $93,365 carrying
value  of  the  Sierra-Net  Revenue  Interest  and  the  remaining  $12,000  was
recognized  in  the  current  quarter.  Profit  will  be  recognized  on  this
transaction  commensurate  with  the  previous  monthly revenue stream until the
"put"  provision  expires.


<PAGE>
5.     Write  down  of  revenue  interest.

In  September  1999,  the  Company  sold  its  Wired  &  Wireless,  Inc. ("W&W")
subsidiary to its founder in exchange for a 5% net revenue interest.  This asset
is  valued  at  $100,000  and  W&W's  net  book value at that time was a deficit
$27,065,  resulting in a recorded gain on sale of $127,065.  Cash flows received
since  that  date  total  $4,515,  and  the  principal  balance  of $100,000 was
amortized  by  $568.  In  November 1999, a hunting accident severely injured the
key  employee of W&W, and the Company took a resulting $50,000 write-down in the
current  quarter.  The  net  remaining  balance  is  $49,432.

6.     The  Company  utilizes  trade credit lines to purchase components that it
sells.  Terms with its vendors range from COD company check to net 30 day terms.
The  Company  has  no  long  term  debt

7.     Preferred  Stock.  During  the  quarter  $3,000,000 of Series A preferred
stock  was sold to investors. Expenses of the offering totaled $395,810 and were
netted  against  capital, resulting in net proceeds of $2,604,190. The preferred
stock  is  convertible  into the Company's common stock at a price of 80% of the
previous 5 day average trading days upon the conversion date. All or portions of
the  3,000  shares  outstanding  may  converted  at  any  time.

8.     Subsequent to March 31, 2000, the Company has signed a 10-year lease with
the  Westwood  Technology  Center in Houston for approximately 15,236 sq. ft. of
general  office, integration, and IT hosting center space. The Company will move
its  Houston based headquarters into the space in the September time frame.  The
space is to be provided by the Landlord to the Company for its build-out by June
30,  2000.  Under the terms of the lease, the Company has a right of first offer
for  an  additional  15,000  square feet of space adjacent to its current space.
Concurrently,  the  Company  has  signed  a  five year contract with Worldcom to
provide  Tier-1 scalable backbone connectivity to support the Company's emerging
IT  hosting  services.  Under  this  agreement  Worldcom  will  extend  their
Metropolitan  Fiber  network  into  the Company's IT hosting facility inside the
Westwood  Technology Center and provide redundant, high bandwidth access for the
whole  536,000  sq. ft. facility. The Company will commit to a minimum bandwidth
utilization  and resell the bandwidth to its clients with its bundled IT hosting
services.

              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.


<PAGE>
   ITEM  2     Management's  Discussion  and  Analysis  of  Financial Condition
               and Results  of  Operations

General  Discussion

During  the  quarter,  we  reached  a  core  capitalization milestone in raising
$3,000,000  through  its  private placement of preferred stock. This allowed the
Company  to  spend  much  of  the  quarter  positioning  itself  and  actually
implementing  plans  for  future  controlled  growth. Operationally, the Company
maintains  three  primary  revenue sources. We provide conventional IT services,
migration services to help our clients develop end-to-end eBusiness systems, and
we  are  rapidly preparing to fully launch our new bundled service offerings for
complete  IT  hosting.  This  quarter  and  next as we begin to implement our IT
hosting  strategies  we  will  be establishing a seriously focused marketing and
sales  plan,  especially  for  IT  hosting.  As  we move closer to becoming 100%
on-line  with  the  Houston  based  IT hosting center at the Westwood Technology
Center,  we  will  be  preparing to raise additional capital and looking for the
next  opportunities  to  expand  nationally. Overall, management is very pleased
with the results of operations this quarter and excited about the positioning of
our  business  plan  and  expected  future  results.

Results  of  Operations

Sales increased to $495,163 and $1,450,974 for the three (3) months and nine (9)
months  ended  March  31,  2000,  respectively.  This  compared  to $155,078 and
$489,246  for the same periods in 1999, respectively. The increase in revenue is
a  result  of  the  continuation  of  large  projects  started  in  1999  while
successfully  closing  new business in addition to these projects. Additionally,
our continued flexibility to provide conventional IT services while implementing
our  newer migration services to eBusiness and IT hosting services is helping us
to  maintain  our  core  revenue  base  while  adding  new  sources  of revenue.

Cost  of  Revenues  increased correspondingly to $473,312 and $1,015,860 for the
three  (3)  months  and nine (9) months ended March 31, 2000, respectively. This
compared  to  $94,717  and  $296,772 for the same periods in 1999, respectively.

For  the  three (3) month period ended March 31, 2000, gross margin decreased to
4.40%  compared to              44.65% for the same period in 1999. The decrease
was  due  to a portion of the Company's service revenue that was contracted to a
third parties, thereby reducing its gross margin percentage for the quarter. The
outsourcing has been necessary to keep up with the Company's growth rate without
adding  fixed overhead too fast. As more technical professionals are employed or
added  through  acquisition,  it  is  expected  that gross margins will increase
significantly  in future periods. For the nine (9) months period ended March 31,
2000,  gross  margin  also  decreased  to 30.00% compared to 39.34% for the same
period  in  1999.  The  decrease overall for the nine months is a combination of
increasing  efficiencies  overall  within  the organization to provide more cost
effective  services  even  while  the Company is outsourcing certain performance
processes  to  manage  growth  while minimizing losses and ultimately maximizing
profits.  This  outsourcing  is the Company's mechanism to determine the optimum
time  to  add  fixed  overhead and to match the addition of fixed administrative
overhead,  discussed below, as closely as possible with its increase in revenues
and  gross  profits.


<PAGE>
Selling, General and Administrative expenses increased to $ 470,754 and $766,133
in  the  three  (3)  month  and nine (9) month periods ending March 31, 2000, as
compared  to  $ 109,166 and $380,325 for the same periods in 1999, respectively.
$225,396  of the increase was due to a change in accounting policy regarding the
expensing  versus  capitalization  of  certain pre-operational costs of start-up
activities for the Company's bundled IT hosting services. Up until this now, the
Company  had  maintained  a  policy  to  capitalize certain expenditures related
specifically to establishing its new bundled IT hosting services planned to come
on-line  in September of this year with the new IT hosting facility. As a result
of  the  change  in accountants recently announced in the Company's 8K filing on
April  18, 2000, the Company's new accounting firm brought to its attention that
SOP  98-5,  "Reporting  on  the  Costs  of  Start-up  Activities", applied to us
starting  in  our  current  fiscal  year.  Under the instruction of SOP 98-5 the
Company has herein reflected the cumulative effect with a one-time adjustment in
this  quarter  ended  March 31, 2000 and is not required to report the pro forma
effects  of  retroactive  application.  The  remaining  increase  was  due to in
selling,  legal,  and  accounting  expenses  as  well  as  accounting,  and
administrative  staff  to  help  support  increasing  activity  levels.

Net  Loss.  The  net  loss  of the Company was ($459,512) and ($227,604) for the
three  (3)  month and nine (9) month periods ended March 31, 2000. This compares
to  a  gain  and  loss  of  $2,564  and $(207,764) for the same periods in 1999,
respectively.  The  negative results are due primarily to a change in accounting
policy  required  by SOP 98-5 as explained above and an increase in staffing for
sales,  accounting  and  legal  expenses.  Also,  the  Company  had  expected to
recognize  a portion of the extraordinary gain on the sale of SierraNet, Inc. as
disclosed  to  a  footnote  in  the  financial  statements above. Due to certain
provisions  explained  in this footnote, the Company has yet to recognize any of
this  gain.  Based on the plan to role-out the bundled IT hosting services later
this  year,  the Company expects fewer necessary expenditures that it would have
capitalized  under  its  old  policy but now will expense according to SOP 98-5.
Thus,  the  Company is working hard to reflect profits during periods that it is
ramping  up  its  marketing  and  sales  for  its  new IT hosting services as it
maintains  its  goal  to  be  profitable  as  it  grows.

Liquidity  and  Capital  Resources

At  March  31,  2000  the  Company's  current ratio of current assets to current
liabilities  was  13.21.  This  compares  to  1.29  for  1999.  The  Company has
dramatically  improved its current ratio through improving results of operations
as  well  as  obtaining  additional  capital financing through its Reg D private
placement completed during the quarter.  The Company does not have any long-term
debt  nor  does  it  plan  for  any.

In  the  process of increasing its marketing and sales activities in preparation
for  bringing  the  new IT hosting facility on-line, the Company is evaluating a
long-term  equity  line  of  capital  to  be used for implementing additional IT
hosting  centers  in  strategic  locations  around  the  country  and  for  key
acquisitions  of  technically  talented  IT  consulting  and  integration firms.

The  Company  is in a position to obtain additional capital upon the exercise of
previously-issued  warrants  and  outstanding  options  for  common  stock.

Prospective  Information

The  Company  is  now  realizing  increased  sales  and  expects  growth  and
profitability  in  future  periods. The progress of the Company to date has been
accomplished with limited capital resources.  Now and for future periods, it has
obtained  the  working  capital  necessary  to meet its short-term business plan
goals  and  to  continue  to grow with profits. With the new IT hosting facility
coming  on-line, the Company's bundled IT service offerings and related revenues
are expected to grow exponentially. The Company plans to announce a relationship
with  a key business development partner in the coming weeks. Through controlled
overhead,  enhanced  resources,  and  a  focused  marketing  and sales strategy,
management will maintain a goal to become steadily profitable while it continues
to  grow  the  business  and  expects  to  be  successful  in  doing  so.


<PAGE>
In  preparation  of  rolling out its full-blown marketing plans, the Company has
already  hired  two  new  sales professionals with combined 20 years experience.
Additionally,  the  board  of Directors made a decision to drop all reference to
the Company's subsidiaries and to roll out a unified new identity referring only
to  Hyperdynamics  Corporation.  The  Company's  website  will be updated in the
coming  weeks  to  reflect  this unified identity as Hyperdynamics, "the premier
information  technology  service  provider,  providing the power for eBusiness."
During  the  quarter  management  applied  for  a  NASDAQ Stock Market small-cap
listing.  Market  conditions  were  such  that delayed some requirements for the
Company  to meet to become listed. To facilitate the efficient processing of its
application  when  market  conditions become favorable, management is evaluating
whether  to  have  a stub audit completed for the period ended March 31, 2000 so
that  the  process to become listed on a major exchange can be expedited as much
as  reasonably  possible.  Management  feels  that  becoming  listed  on a major
exchange  is  an  important  milestone  that the Company can reach in the coming
months  and  will  continue  to  put  a  priority  towards  that  goal.

Now  that  the implementation of the Company's Houston based IT hosting facility
is  in  process,  Management  will  continue  to  update  the  Company's  ITSP
(Information  Technology  Service Provider) business plan and will look to start
its  next phase of capitalization. The Company is working to establish an equity
line to support its plans for adding additional IT hosting facilities across the
country  and  facilitate  appropriate  acquisitions  to  enhance  its  technical
capabilities.  During  the  current quarter, management has made the decision to
expend  adequate resources to focus on the core marketing and sales plan for the
Company.


<PAGE>
                         PART  II     OTHER  INFORMATION

ITEM  2.   Changes  In  Securities

On  January  12,  2000, we sold 2,000 shares of our new issue Series A Preferred
Stock  for a total of $2,000,000 in cash to three accredited investors.  As part
of  this  transaction,  we also issued to the three investors a total of 200,000
warrants  to purchase shares of our common stock at a price of $5.9125 per share
which  are  immediately exercisable and expire on January 6, 2005.  In addition,
we issued as part of the placement costs a total of 200,000 warrants to purchase
shares  of our common stock at a price of $7.095 per share which are immediately
exercisable  and  expire  on  January  6,  2005.

On  January 25, 2000, we sold an additional 1,000 shares of our new issue Series
A  Preferred  Stock  for  a  total  of  $1,000,000  in  cash  to one of the same
accredited  investors  who  purchased  on  January  12,  2000.  As  part of this
transaction,  we  also  issued  to  the  accredited  investor a total of 100,000
warrants  to purchase shares of our common stock at a price of $5.9125 per share
which  are  immediately exercisable and expire on January 6, 2005.  In addition,
we issued as part of the placement costs, 100,000 warrants to purchase shares of
our  common  stock  at  a  price  of  $7.095  per  share  which  are immediately
exercisable  and  expire  on  January  6,  2005.

This  was  a  private  placement  offering  of  securities  that was exempt from
registration  pursuant to Section 4(2) of the Securities Act of 1933, as amended
(the  Act) and Rule 506 of Regulation D of the Act.  Each certificate issued for
these  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.  None  of the transactions
involved  a  public offering.  We believe that these investors had the knowledge
and  experience  in financial and business matters that allowed them to evaluate
the  merits and risk of the purchase of these securities.  We believe that these
investors  were  knowledgeable  about  our  operations  and financial condition.

The  Series  A  Preferred  Stock  is  convertible into our common stock upon the
earlier  of  (i)  the  effective  date  of a registration statement covering the
shares  of  common  stock  underlying  Series A Preferred Stock (the "Conversion
Shares),  or (ii) the ninetieth (90th) day after the issuance of each such share
of  Series A Preferred Stock(referred to as a "Conversion Date").  Each share of
Series  A  Preferred  Stock  outstanding  on January 30, 2002 shall be converted
automatically  into  Common Stock on such date in accordance with the Conversion
Formula  and  the  Conversion  Price  then  in  effect.


<PAGE>
The  Series A Preferred Stock is convertible into our common stock in accordance
with  the "Conversion Formula" which is $1,000.00 divided by "Conversion Price",
where:

Conversion  Price = Average Price at Closing or the Average Price at Conversion,
whichever  is  less;  and

Average  Price  at  Closing = The five (5)-day average Closing Bid Price for the
Corporation's  Common Stock on the trading date immediately before the date such
Series  A  Preferred  Stock  was  issued;  and

Average  Price  at Conversion = Eighty percent (80%) of (that is, a 20% discount
to)  the  five  (5)-day  average  Closing Bid Price for the Corporation's Common
Stock  immediately  before  the  Conversion  Date.



ITEM  6     Exhibits  and  Reports  on  Form  8-K

      (A)     EXHIBITS

              The  following exhibits are filed with this Quarterly Report or
              are incorporated herein  by  reference:

              Exhibit  Number     Description
                          27     Financial  Data  Schedule

      (B)     REPORTS  ON  FORM  8-K
              On  January  26, 2000 the Company filed form 8K reporting the
              completion of its  $3,000,000  financing.

              On  April 18, 2000 the Company filed form 8K reporting on the
              change in its certifying  accountant.

     SIGNATURE

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

                                        HyperDynamics  Corporation
                                        (Registrant)

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

Dated:  May  31,  2000