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, 2003
                                                          --------------
                                       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)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of April 25, 2003, 23,200,240 shares of common stock, $0.001 par value, were
outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


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<CAPTION>
                                Table of Contents


PART I   FINANCIAL INFORMATION
<S>                                                              <C>
  Item 1   Financial Statements

       Consolidated Balance Sheet at
           March 31, 2003                                          3
       Consolidated Statements of Income for the three
           and nine months ended March 31, 2003
           and 2002                                                4
       Consolidated Statements of Cash Flows for the nine
           months ended March 31, 2003 and 2002                    5
       Notes to Consolidated Financial Statements                  6

  Item 2   Management's Discussion and Analysis of Financial
           Condition and Results of Operations                     8

  Item 3:  Evaluation of disclosure controls and procedures        8


PART II  OTHER INFORMATION

  Item 2   Changes in Securities                                  12

  Item 6   Exhibits and Reports on Form 8-K                       12

       (a)  Exhibits

       (b)  Reports on Form 8-K

  Signatures                                                      13
</TABLE>


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<TABLE>
<CAPTION>
                        Part 1     Financial Information

Item 1     Financial Statements

                                HYPERDYNAMICS CORPORATION
                               Consolidated Balance Sheet
                                     March 31, 2003


<S>                                                                       <C>
Assets
Current Assets
  Cash                                                                    $       6,568
  Restricted certificate of deposit                                              87,260
  Accounts receivable, net of allowance for doubtful accounts of $12,470         30,793
  Inventory                                                                      14,458
  Other current assets                                                            2,836
                                                                          --------------
Total Current Assets                                                            141,915
                                                                          --------------
Property and Equipment, net of accumulated depreciation of $398,412             485,418
Other Assets
  Restricted certificate of deposit                                             196,335
  Goodwill                                                                      350,000
  Unproved oil and gas properties, using full cost method of accounting         629,353
  Deposits                                                                       23,432
                                                                          --------------
Total other assets                                                            1,199,120
                                                                          --------------
Total Assets                                                              $   1,826,453
                                                                          ==============
Liabilities and Stockholders' Deficit
Current Liabilities
  Current portion of installment debt                                     $      21,673
  Accounts payable and accrued expenses                                         539,353
  Accounts payable seismic data                                                 650,000
  Accrued salary payable to officers                                             20,868
  Customer deposits                                                               5,000
  Dividends payable                                                             255,571
  Dividends payable to related party                                             27,250
                                                                          --------------
Total Current Liabilities                                                     1,519,715
                                                                          --------------
Long-term portion of installment debt                                            44,529
Notes payable to officers                                                       204,422
Deferred rent                                                                   129,512
                                                                          --------------
Total Liabilities                                                             1,898,178
Stockholders' Deficit
Preferred stock, par value $0.001; 20,000,000 shares authorized
Series A - 1,945 shares issued and outstanding                                        2
Series B - 2,725 shares issued and outstanding                                        3
Common stock, par value $0.001; 50,000,000 shares authorized;
  23,200,240 shares issued and outstanding.                                      23,200
Additional paid-in capital                                                    9,186,408
Accumulated deficit                                                          (9,281,338)
                                                                          --------------
Total stockholders' deficit                                                (     71,725)
                                                                          --------------
Total Liabilities and Stockholders' Deficit                               $   1,826,453
                                                                          ==============
</TABLE>


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<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                         Consolidated Income Statements
              3 Months and 9 Months ended March 31, 2003 and 2002


                                                  3 Months ended               9 Months ended
                                                 2003          2002          2003          2002
                                             ------------  ------------  ------------  ------------
<S>                                          <C>           <C>           <C>           <C>
Revenues                                     $   111,650   $    43,732   $   448,182   $   253,541
Cost of revenues                                  70,396       122,829       254,008       434,770
                                             ------------  ------------  ------------  ------------
Gross Margin (Loss)                               41,254       (79,097)      194,174      (181,229)
                                             ------------  ------------  ------------  ------------
Operating Expenses
  Selling                                         11,531        11,760        32,353        78,221
  General and administrative                     343,729       580,630     1,014,923     2,188,572
  Gain on sale of equipment                                                   (7,514)       (2,871)
  Depreciation                                    41,227        39,441       137,195       125,221
                                             ------------  ------------  ------------  ------------
Total Operating Expenses                         396,487       631,831     1,176,957     2,389,143
                                             ------------  ------------  ------------  ------------
Operating Loss                                  (355,233)     (710,928)     (982,783)   (2,570,372)
Other Income (Expense)
  Interest income                                  1,418         6,507         4,280        14,544
  Interest expense                                (2,989)       (3,386)      (18,203)       (9,105)
                                             ------------  ------------  ------------  ------------
Net Loss                                        (356,804)     (707,807)     (996,706)   (2,564,933)

Preferred dividend requirement                   (46,216)      (46,215)     (139,925)     (128,742)
                                             ------------  ------------  ------------  ------------
Net loss applicable to common shareholders   $  (403,020)  $  (754,022)  $(1,136,631)  $(2,693,675)
                                             ============  ============  ============  ============

Basis and diluted loss per share             $      (.02)  $      (.04)  $      (.05)  $      (.16)
Weighted average shares outstanding           23,086,907    18,750,828    21,839,599    16,563,708
</TABLE>


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<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Cash Flows
                     9 Months Ended March 31, 2003 and 2002


                                                2003         2002
                                             ----------  ------------
<S>                                          <C>         <C>
Cash flows from operating activities
Net loss                                     $(996,706)  $(2,564,933)
Adjustments to reconcile net income to cash
used by operating activities
Depreciation and amortization                  137,195       125,221
Gain on sale of assets                          (7,514)      ( 2,871)
Options and warrants issued                    224,778        58,442
Common stock issued for services                27,800     1,325,000
Changes in:
    Accounts receivable                         (3,001)       20,277
    Inventory                                   (7,431)       (3,691)
    Other assets                                 2,888        35,236
    Accrued salary payable to officers          91,687        82,837
    Deposits from customers                    (35,325)       35,334
    Deferred rent                                7,182
    Accounts payable and accrued expenses      380,136       213,210
                                             ----------  ------------
Net cash used in operating activities         (178,311)     (675,938)
                                             ----------  ------------
Cash flows from investing activities
Decrease in restricted cash                     80,715        65,445
Investment in unproved properties              (79,353)
Proceeds from sale of equipment                 39,356         2,871
Purchase of equipment                          (36,790)       (6,611)
                                             ----------  ------------
Net cash provided by investing activities        3,928        61,705
                                             ----------  ------------
Cash flows from financing activities
Collection of stock subscription receivable                   95,000
Payments on installment debt                   (14,704)      (12,687)
Proceeds from sale of common stock             166,640       557,300
                                             ----------  ------------
Net cash provided by financing activities      151,936       639,613
                                             ----------  ------------
Net increase (decrease) in cash                (22,447)       25,380
Cash at beginning of period                     29,015        34,265
                                             ----------  ------------
Cash at end of period                        $   6,568   $    59,645
                                             ==========  ============
</TABLE>


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                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Basis of Presentation

The unaudited consolidated financial statements of Hyperdynamics Corporation
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in Hyperdynamics' latest Annual Report
filed with the SEC on Form 10-KSB.  In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein.  The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year.  Notes to the financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for the
most recent fiscal year 2002 as reported in the Form 10-KSB, have been omitted.


Note 2 - Stock Issuances

During the nine months ended March 31, 2003, 323,820 options and warrants were
exercised for $66,639.  383,643 shares were issued for accounts payable valued
at $105,720.  Hyperdynamics issued 102,593 shares valued at $27,800 for services
rendered in the nine months ended March 31, 2003.  Hyperdynamics issued 493,478
shares for $100,000 invested pursuant to private subscription agreements.
Hyperdynamics issued 862,195 shares to a related party in payment of accrued
dividends of $172,583.


Note 3 - Unproved Oil and Gas Properties

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

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

Under this PSA, SCS has the following financial obligations:

a.     SCS must pay Guinea $250,000 by March 2, 2003, and additional royalty
payments are due if oil and gas is found.  As of April 25, 2003, the payment has
not been made.

b.     SCS must perform 2-D seismic work for 4,000 kilometers, which will cost
an estimated $2.5 to $6 million during the First Exploration Period which ends
in December 2003.  If SCS timely produces this data, it will automatically
obtain a 3-year lease contract extension.

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

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

To date, $629,353 of capital costs have been incurred on this project.


Note 4 - Accounts Payable Seismic Data

In February 2003, SCS agreed to pay $650,000 to Offshore Seismic Surveys, Inc.
(OSS), an offshore seismic company, for OSS agreeing to release GHRC from the
$550,000 due to OSS for the Guinea seismic data.  The additional $100,000 has
been charged to expense in the quarter ending March 31, 2003.   OSS maintains a
lien on the ownership and sale of the seismic data for the $650,000 less any


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payments made on this amount.  Any user license sales proceeds generated from
user licenses of the acquired data shall first go to payoff the $650,000
liability at a rate of 90 percent of gross user license sales proceeds for OSS
and 10 percent for SCS until the $650,000 is paid in full.  Any funding
arrangement SCS enters into with respect to the Guinea PSA, whereby all rights
and obligations under the PSA are transferred, shall cause the $650,000 to
become immediately due upon signing and funding of such agreement.


Note 5 - Oil and Gas Accounting Policies

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

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

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

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

                                              2003
                                             --------
           2-D Seismic work                  $550,000
           Payments to US Oil due under the
             farmout agreement                 40,000
           Geological consulting               25,603
           Data processing                     13,750
                                             --------
                                             $629,353
                                             ========


              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,


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<PAGE>
beliefs  and  projections  are  expressed  in good faith and are believed by the
Company  to have a reasonable basis, including without limitations, management's
examination  of  historical  operating  trends,  data contained in the Company's
records  and  other  data  available  from  third  parties,  but there can be no
assurance  that management's expectations, beliefs or projections will result or
be achieved or accomplished.  In addition to other factors and matters discussed
elsewhere  herein,  the following are important factors that, in the view of the
Company, could cause actual results to differ materially from those discussed in
the forward-looking statements: the ability of the Company to respond to changes
in  the  information  system  environment,  competition,  the  availability  of
financing, and, if available, on terms and conditions acceptable to the Company,
and  the  availability  of  personnel  in  the  future.

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

Results of Operations

The results of operations for our third quarter ended March 31, 2003 when
compared to the prior year reflect increases in service revenues for NuData,
continued improved gross margins, and reductions in expenses all leading towards
substantial reduction in net loss on a comparative basis with last year.
Although our comparative increase in revenue for the quarter is less than
expected, other accomplishments of the company during the quarter keep
management greatly encouraged and optimistic about our developing NuData
business. At the same time, progress of our oil and gas Farmout has us genuinely
excited about future results of operations.

Due to a technical review and the end of our first major contract for NuData
Conversion as of March 2003, our operations and revenues slowed substantially
during the quarter. Although we passed our technical review with high merit, the
renewal process for the next years contract for the Trinidad project has proven
to be more lengthy and cumbersome than expected. At the same time our major
contract has slowed, new marketing for additional projects, other than small
tape copy and pilot jobs, has grown. These potential NuData contracts are
proving to have a similarly lengthy sales process, as did our first contract
that closed last year. With a need and desire to cash flow from operations,
management is doing everything possible to speed up these sales cycles and close
new business. During the quarter a new top down marketing approach was initiated
and the company is working close with SAS. SAS is the largest privately owned
Software Company providing statistical business applications used by fortune 500
companies. SAS has embraced our capabilities and NuData software, viewing us as
a necessity to clean up their customer's data and making it readily accessible,
thereby increasing the value of their high-end applications. They are heavily
recommending our services to their clients for this reason.

Additionally, during the quarter management has solidified its strategy towards
performing under its December 10, 2002 Farmout Agreement where we obtained 100%
of the rights to explore and exploit over 16,000,000 acres of offshore territory
for the Republic of Guinea in West Africa. During the quarter the company worked
to find an oil company partner to help us perform the exploration work, pinpoint
drilling prospects, and be ready to begin the second exploration phase,
beginning December 2003, with the first exploratory well to be drilled sometime
thereafter. One important accomplishment was that we obtained access to
approximately 15,000 kilometers of 2d seismic over the Farmout area, acquired
since the 1970's. We provided a significant amount of this data to a major oil
company for a sixty-day evaluation. Another major oil company has made us an
offer whose terms were not acceptable. At last report this potential oil company
partner is still willing to negotiate. Since we have five major oil companies at
different levels of negotiation, we made the decision early in the year to focus
primarily on performing the required work under the 2002 PSA. As we move forward
with the work program, we believe that offers from major oil companies will come
in line with requirements that have been established. As we continue to perform
the work, we will increasingly mitigate risk for our potential partners and the
concession will become substantially more valuable for Guinea and for us. During
the quarter, Mr. Neil Moore continued to formulate the work program for the
Government (to be presented within the next two weeks to Guinea) so that we are
prepared to perform the required work to acquire an additional 4,000 kilometers
of 2-D seismic, to process and analyze it, and to begin pinpointing drilling
prospects and actual drill sites. Analysis of our own Geologist and
Geophysicist, Mr. Robert Bearnth and Mr. Neil Moore and collaborative feedback
from four major oil companies and other independent consultants supports our
belief of the existence of significant hydrocarbons, hydrocarbon systems, and
many significant structures that could potentially be upgraded to drilling
prospects. Based on all the analysis and reviews by both our geologist and
geologist from potential oil company partners over the last year, a consensus
has been reached. All agree that significantly more seismic analysis is heavily
merited and is the next natural step towards obtaining the goal of a
commercially viable discovery in Guinea. We have completed the necessary work in
preparing to move forward to perform the additional seismic under the work
program we are prepared to present to the Government of Guinea in fulfillment of
the initial exploration phase of the December 2002 Production Sharing Agreement.


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Our  revenues  increased 76.76% from $253,541 in the nine months ended March 31,
2002  to  $448,182  in  the  nine  months  ended March 31, 2003 due to increased
seismic  data  processing work.  Cost of revenues decreased 41.58% from $434,770
in  the  nine  months ended March 31, 2002 to $ 254,008 in the nine months ended
March 31, 2003.  This translates to a gross margin of $194,174, or 43.32% during
the  nine  months ended March 31, 2003 versus $(181,229), or (71.48%) during the
nine  months  ended March 31, 2002.  The change in cost of sales is attributable
to  our focus on higher margin services, lower payroll costs, and the decline of
certain  costs  associated  with  the  ITSP  business.

Our selling, general, and administrative expenses decreased 53.80%, from
$2,266,793 during the nine months ended March 31, 2002 to $1,047,276 during the
nine months ended March 31, 2003.  The most significant difference between the
periods was stock issuances to consultants in fiscal 2002 of $1,325,000 as
opposed to stock issuances in 2003 of $94,100.  This contributed to a total
consulting expense in the nine months ended March 31, 2002 of $1,403,860
compared with $326,032 during the nine months ended March 31, 2003.  We reduced
selling expense from $78,221 to $32,353. We reduced payroll expenses by $88,161
from $284,046 in 2002 to $195,885 in 2003.  Professional fees decreased from
$95,319 in 2002 to 72,699 in 2003.  In 2003, a one-time $100,000 charge for the
renegotiation of the debt for the access to the Guinean seismic data occurred.
Finally, lease expenses decreased from $266,153 in 2002 to $198,536 in 2003.

Based on the factors discussed above, net loss chargeable to common shareholders
reduced $1,557,044, or 58% from $(2,693,675) in 2002 to $(1,136,631) in 2003.

Liquidity and Capital Resources

At March 31, 2003 our current ratio of current assets to current liabilities was
..09. This compares to .24 for 2002.   However, it is important to note that
deeper analysis of the current ratio reveals several current obligations that
while they reduce the current ratio, there are no requirements to use cash to
satisfy the underlying obligations.  These items include Accrued salary payable
to officers, Deposits, and Dividends Payable Additionally, in the case of
Accounts payable seismic data, the payment is deferred until the receipt of
substantial funds significantly over and above the amount of the liability or
revenues resulting from the licensing of the data, which is carried as a
long-term asset in our balance sheet. Adjusting these amounts not requiring cash
would calculate an adjusted current ratio of 0.25. Since the end of the quarter
our current ratio has improved significantly based on cash receipts for private
stock investments discussed below.

The current ratio of less than 1.0 is still resulting from funding of cash
deficits, which resulted from operating losses during the year.  It remains
management's priority to achieve positive cash flow from operations as quickly
as possible. We accomplished this in the month of December 2002 and now we are
working to accomplish this monthly, quarterly, and an annual basis year after
year. The lower than expected revenues for the quarter prevented us from
achieving this goal in quarter ended March 31, 2003. Thus, it is necessary as
discussed hereunder that we obtain additional capital so that we can continue to
meet current cash obligations while we continue work on improving cash flow from
operations.  Historically, we are showing improvements in operational cash flow.
An illustration of improving cash flow is to note that the "Net cash used in
operating activities" was reduced by 73.62% from ($675,938) in 2002 to
($178,311) for the quarter in 2003. This reflects a significant improvement and
shows a cash deficit from operating activities of a monthly average of $19,812
for the first nine months improving from an average of $23,214 for the first six
months of the fiscal year.  Based on current and expected contracts and
forecasted sales for projects associated with our NuData Management System, and
with the possibility of revenues starting up on the performance of the Farmout
Agreement with US Oil, we have high expectations positive cash flow from
operations beginning to improve again from operations some time in the fiscal
fourth quarter that we are currently in.

In  order  to  bridge  ourselves  to  a  new  level  of  operational success, we
implemented  our  plan to raise another $500,000 and up to $1,000,000 on private
transactions  involving  the Company's restricted common stock. On September 12,
2002, we signed a stock subscription agreement to sell, on a best efforts basis,
up  to $250,000 of our restricted 144 common stock to IC Investments LTD at $.23
per share.  As of February 10, 2003 we had raised $50,000 from this agreement IC
Investments.  This  leaves  up  to  another  $200,000  we could raise under that
agreement.  Since  the end of the quarter we have received $265,000 from various
private investments in our stock and we have additional stock commitments for an
additional $250,000 that we expect to receive in the next two days.


9
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Additionally, as discussed last quarter, to fund our pipeline of NuData library
conversion business, SCS Corporation recently opened a Private Placement
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and pursuant
to Rule 506 of Regulation D under the Securities Act of 1933, as amended. The
Private Placement is to sell up to 100 Units for $100,000 each. Each unit which
consists of a SCS series A preferred stock share convertible into 100,000 shares
of SCS common stock and a warrant to buy 50,000 shares of Hyperdynamics
Corporation's common stock at a price of $.25 for each share. This Private
Placement is to be held open through September 2003 and provides a way for us to
raise first, $3,000,000 for developing our NuData library conversion business
and another $7,000,000 to support the performance under our Farmout Agreement as
deemed necessary. Under the financing structure, we have the right to redeem the
Investor's preferred stock after one year for 125% of face value of the
investment. Under the financing structure a spinout of SCS Corporation is
planned which would make SCS itself a publicly traded company. Assuming this
spinout is approved by our shareholders and is completed, then once the SCS
Common stock trades at $2.00 per share for 15 straight trading days on a public
market such as the OTC/BB, then there is a mandatory conversion of the preferred
stock into SCS common stock at $1.00 per share. Should the spinout not be
completed and mandatory conversion accomplished, then the investor will have the
right of redemption from the Company after two years at a price of 150% of the
investment.

We may obtain additional capital upon the exercise of previously-issued warrants
and  outstanding  options  for  common  stock.

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

Rights and Obligations under Farmout Agreement

Pursuant to the December 10, 2002 Farmout Agreement with USOil Corporation, SCS
has 100% of the exploration and drilling rights to approximately 16,000,000
acres offshore Guinea, as well as the 100% of the obligations pertaining
thereto. One of those obligations is for SCS to pay $250,000 to the government
of Guinea for a permitting fee before June 2, 2003.  SCS's board of directors
has allocated the funds from its general corporate working capital to pay the
government the required fee. Travel arrangements have been secured by us for
USOil and SCS to make a trip to Guinea during the last two weeks of May 2003,
during that time the required payment will be wired to Guinea and a current
report and work program will also be delivered, placing us in good standing with
our Farmout Agreement and the terms of the 2002 PSA.

General Discussion and Prospective Information

Going forward management is greatly encouraged about the prospect of closing
additional tape library conversion projects in the coming periods as well as the
startup of the second year of the Trinidad based project. Unfortunately, we have
no way to insure the timing of closing these potential contracts in our
pipeline. However, we are convinced that we have the best and most comprehensive
solution to help save and organize the mission critical data for many oil
companies with large tape libraries. Based on their representations to us, there
is no question that something is going to have to be done fairly soon to
organize and protect their seismic data currently on tape. For some companies
that means in a matter of months and for others it seems it could mean in the
next couple of years. With the improvements and new value added features of our
NuData management system we are prepared to service this need as each company
begins to make this process a priority.

Also, we now have over a year of experience in working for the Republic of
Guinea to revitalize the development of their hydrocarbon resources. In the last
six months we have been extremely humbled to be given the opportunity to
continue to work for Guinea through our Farmout Agreement. With the new seismic
acquired last year and by working and negotiating with half a dozen major oil
companies, we have increasingly obtained new and better insight and supporting
evidence as to the true magnitude of potential regarding Guinea's huge offshore
territory. With geologist and geophysicist studying the information that we have
access to, and all concluding similarly that the work program designed to
pinpoint a drilling target is heavily merited, management has gained great
resolve that we must push forward with our work in this initial exploration
phase that we are in. Since our involvement last year, the Government has
expressed their gratitude for our efforts and willingness to take risk on this
venture when no one else would do so. In December, officials from Guinea
conveyed their thankfulness for our efforts.

Beyond the mere economics, Guinea's leadership has masterfully orchestrated a
program for controlled hydrocarbon development that is expected to be the
backbone of their countries future economic development. In a speech given to us
in December 2002 by a top Guinea official, it was expressed clearly to us that
through the successful development of their Country's hydrocarbon resources,


10
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that they desire to see the standard of living for all citizens of Guinea to be
increased on a equal basis. They made it clear to us that they want to insure
that all citizens of Guinea benefit from their hydrocarbon development and not
just a few.  Recognizing the importance of our success in discovering
commercially viable hydrocarbons for their country, we are greatly humbled and
dedicated to work exceptionally hard towards performing the necessary work
leading to drilling wells and making successful discoveries. Thus, based on our
hard work and willingness to take risk, we have been given the unique
opportunity to be at least a small part of the success in making the first
commercial discoveries for Guinea. It is nice to realize that in doing so, our
own Country's dependency on oil from other, less reliable sources, could
potentially be lessened. From that perspective, as we make commercially viable
discoveries, we look to benefit the Country of Guinea, the people of Guinea, our
Country, and our shareholders, all at the same time.


Item 3: Evaluation of disclosure controls and procedures.

Kent Watts, our Chief Executive Officer and Chief Financial Officer, has
concluded that our disclosure controls and procedures are appropriate and
effective.   He has evaluated these controls and procedures as of a date within
90 days of the filing date of this report on Form 10-QSB.   There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


11
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                          Part II     Other Information


ITEM 2.   Changes  in  Securities

We have effected the following transactions in reliance upon exemptions from
registration under the Securities Act of 1933 as amended (the "Act") as provided
in Section 4(2) thereof. Each certificate issued for unregistered securities
contained a legend stating that the securities have not been registered under
the Act and setting forth the restrictions on the transferability and the sale
of the securities.  No underwriter participated in, nor did we pay any
commissions or fees to any underwriter in connection with any of these
transactions.  None of the transactions involved a public offering.  We believe
that each person had knowledge and experience in financial and business matters
which allowed them to evaluate the merits and risks of our securities.  We
believe that each person was knowledgeable about our operations and financial
condition.

In  April  2003,  Jerome Derenzo purchased 75,000 shares of restricted stock
for  $15,000 pursuant to a subscription agreement.  This was a private placement
made  in  reliance  on  Section  4(2)  of  the  Act.

In May 2003, Jack B. Manning purchased 1,406,666 shares of restricted stock for
$211,000 pursuant to a subscription agreement. This was a private placement made
in reliance on Section 4(2) of the Act.

In May 2003, Rick W. Thamm purchased 100,000 shares of restricted stock for
$15,000 pursuant to a subscription agreement.  This was a private placement made
in  reliance  on  Section  4(2)  of  the  Act.

In May 2003, Geoffrey Long purchased 100,000 shares of restricted stock for
$15,000 pursuant to a subscription agreement.  This was a private placement made
in  reliance  on  Section  4(2)  of  the  Act.

In May 2003, John Boutwell purchased 60,000 shares of restricted stock for
$9,000 pursuant to a subscription agreement.  This was a private placement made
in  reliance  on  Section  4(2)  of  the  Act.

Item 6    Exhibits  and  Reports  on  Form  8-K
          (a)  Exhibits
               None
          (b)  Reports on Form 8-K
               None.


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 15, 2003


12
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13
<PAGE>
CERTIFICATIONS
--------------
I, Kent P. Watts, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hyperdynamics
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 15, 2003



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

Chief Executive Officer




CERTIFICATIONS
--------------
I, Kent P. Watts, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Hyperdynamics
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;


14
<PAGE>
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: May 15, 2003



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

Chief Financial Officer



Certification of Chief Executive Officer of Hyperdynamics Corporation, pursuant
-------------------------------------------------------------------------------
to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
------------------------------------------------------------------------------
63.
--

I, Kent P. Watts, the Chief Executive Officer of Hyperdynamics Corporation
hereby certify that Hyperdynamics Corporation's periodic report on Form 10QSB
and the financial statements contained therein fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d) and that information contained in the periodic report
on Form 10QSB and the financial statements contained therein fairly represents,
in all material respects, the financial condition and results of the operations
of Hyperdynamics Corporation.

Date: May 15, 2003                /s/
                                       --------------------------
                                       Kent P. Watts
                                       Chief Executive Officer of
                                       --------------------------
                                       Hyperdynamics Corporation
                                       -------------------------


Certification of Chief Financial Officer of Hyperdynamics Corporation, pursuant
-------------------------------------------------------------------------------
to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C.
------------------------------------------------------------------------------
63.
--

I, Kent P. Watts, the Chief Financial Officer of Hyperdynamics Corporation
hereby certify that Hyperdynamics Corporation's periodic report on Form 10QSB
and the financial statements contained therein fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d) and that information contained in the periodic report
on Form 10QSB and the financial statements contained therein fairly represents,
in all material respects, the financial condition and results of the operations
of Hyperdynamics Corporation.

Date: May 15, 2003                /s/
                                       --------------------------
                                       Kent P. Watts
                                       Chief Financial Officer of
                                       --------------------------
                                       Hyperdynamics Corporation
                                       -------------------------


15
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