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:  September  30,  2001
                                                          --------------------

                                       OR

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

                      COMMISSION FILE NUMBER:     000-25496

                            HYPERDYNAMICS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  Delaware                            87-0400335
     (State  or  other  jurisdiction                (IRS  Employer
     of  incorporation  or  organization)         Identification  No.)

                           9700 Bissonnet, Suite 1700
                              Houston, Texas 77036
          (Address of principal executive offices, including zip code)

Indicate by check mark whether the registrant (1) has filed all reports required
     to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
     during  the  preceding  12  months  (or  for  such  shorter period that the
     registrant  was required to file such reports), and (2) has been subject to
     such  filing  requirements  for  the  past  90  days.  Yes  X   No
                                                                ---     ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As   of  September 30, 2001 15,712,194 shares of common stock, $0.001 par value,
     were  outstanding.  Transitional  Small  Business  Disclosure Format (check
     one):  Yes  [ ]  No  [X]


<PAGE>
                                TABLE OF CONTENTS


Part I     Financial Information

     ITEM 1     Financial Statements                                3

          Consolidated Balance Sheet at
               September 30, 2001 (unaudited)                       3

          Consolidated Statements of Income for the three
               months ended September 30, 2001
               and 2000 (both unaudited)                            4

          Consolidated Statements of Cash Flows for the three
               months ended September 30, 2001 and 2000
               (both unaudited)                                     5

          Notes to Consolidated Financial Statements                6

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

Part II   Other Information

     ITEM 1     Legal Proceedings

     ITEM 6     Exhibits and Reports on Form 8-K

          (a)     Exhibits
          (b)     Reports on Form 8-K

     SIGNATURES


2
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<TABLE>
<CAPTION>
                        PART 1     FINANCIAL INFORMATION

Item  1     Financial  Statements

                              HYPERDYNAMICS CORPORATION
                              CONSOLIDATED BALANCE SHEET
                                  SEPTEMBER 30, 2001


ASSETS
<S>                                                                      <C>
Current Assets
                                                                   Cash  $    37,117
                                      Restricted certificate of deposit       65,445
  Accounts receivable, net of allowance for doubtful accounts of $3,000       32,645
                                                              Inventory       37,155
                                     Advances to officers and directors       26,233
                                                   Other current assets       14,201
                                                                         ------------
                                                   TOTAL CURRENT ASSETS      212,796
                                                                         ------------
Property and Equipment, net of accumulated depreciation of $158,920          791,890
Other Assets
                                      Restricted certificate of deposit      370,855

                                                     Deposits and other       23,432
                                                     Total other assets      410,904
                                                                         ------------
TOTAL ASSETS                                                             $ 1,415,590
                                                                         ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
                                    Current portion of installment debt  $    17,855
                                  Accounts payable and accrued expenses      319,269
                                                           Accrued rent      124,432
                                         Lawsuit costs payable in stock       74,240
                                                      Dividends payable      150,668
                                     Dividends payable to related party       36,333
                                                                         ------------
                                              TOTAL CURRENT LIABILITIES      722,797
                                                                         ------------
                                  LONG-TERM PORTION OF INSTALLMENT DEBT       77,100
                                                                         ------------

Stockholders' Equity
        Preferred stock, par value $0.001; 20,000,000 shares authorized
                         Series A - 1,945 shares issued and outstanding            2
                         Series B - 2,725 shares issued and outstanding            3
        Common stock, par value $0.001; 50,000,000  shares  authorized;       15,712
                              15,712,194 shares issued and outstanding.
                                             Additional paid-in capital    6,054,543
                                                       Retained deficit   (5,454,567)
                                                                         ------------
                                             Total stockholders' equity      615,693
                                                                         ------------
                             Total Liabilities and Stockholders' Equity  $ 1,415,590
                                                                         ============
</TABLE>


3
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                         CONSOLIDATED INCOME STATEMENTS
                   3 MONTHS ENDED SEPTEMBER 30, 2001 AND 2000



                                                  2001           2000
                                              -------------  ------------
<S>                                           <C>            <C>
Revenues                                      $     83,069   $   130,789
Cost of Revenues                                   158,982       241,686
                                              -------------  ------------
                                GROSS MARGIN       (75,913)     (110,897)
                                              -------------  ------------
Operating Expenses
                                     Selling        51,545        53,037
                  General and Administrative       269,454       338,318
                                Depreciation        47,788         8,340
                                              -------------  ------------
                    TOTAL OPERATING EXPENSES       368,787       399,695
                                              -------------  ------------
                              OPERATING LOSS      (444,700)     (510,592)
Other Income (Expense)
  Gain on sale of Revenue Sharing Agreement                        3,500
                             Interest income         4,073        32,583
                            Interest expense        (2,980)
                                    NET LOSS  $   (443,607)  $  (474,509)
                                              -------------  ------------
              PREFERRED DIVIDEND REQUIREMENT       (47,118)      (26,330)
                                              -------------  ------------
  NET LOSS CHARGEABLE TO COMMON SHAREHOLDERS  $   (490,725)  $  (500,839)
                                              =============  ============

                   NET LOSS PER COMMON SHARE  $      (0.03)  $     (0.04)
         Weighted average shares outstanding    14,816,944    13,263,803
</TABLE>


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<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   3 MONTHS ENDED SEPTEMBER 30, 2001 AND 2000



                                                  2001         2000
                                             ----------  -----------
<S>                                          <C>         <C>
Cash flows from operating activities
                                   Net loss  $(443,607)  $ (474,509)
Adjustments to reconcile net income to cash
provided from operating activities
              Depreciation and amortization     47,788        8,340
(Gain) on sale of revenue sharing agreement                  (3,500)
                Options and warrants issued      9,883       70,777
           Common stock issued for services                  13,000
Changes in:
                        Accounts receivable     (1,957)     361,889
                                  Inventory      9,023       (8,314)
                               Other assets      7,792       18,034
      Accounts payable and accrued expenses     84,597      (94,286)
                                             ----------  -----------
     NET CASH USED FOR OPERATING ACTIVITIES   (286,481)    (108,569)
                                             ----------  -----------
Cash flows from investing activities
                   Construction in progress                 (47,685)
                      Purchase of equipment     (1,445)        (692)
                                             ----------  -----------
     NET CASH USED FOR INVESTING ACTIVITIES     (1,445)     (48,377)
                                             ----------  -----------
Cash flows from financing activities
                  Purchases of common stock                  (2,602)
Collection of stock subscription receivable     95,000
               Payments on installment debt     (4,022)
         Proceeds from sale of common stock    199,800       18,819
                                             ----------  -----------
NET CASH PROVIDED FROM FINANCING ACTIVITIES    290,778       16,217
                                             ----------  -----------
Net increase (decrease) in cash                  2,852     (140,729)
                CASH AT BEGINNING OF PERIOD     34,265    1,033.435
                                             ----------  -----------
                      CASH AT END OF PERIOD  $  37,117   $  892,706
                                             ==========  ===========
</TABLE>


5
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.   The  unaudited  consolidated  financial  statements  of  Hyperdynamics
     Corporation  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 disclosures
     contained  in  the  audited financial statements for the most recent fiscal
     year,  2001,  as  reported  in  the  Form  10-KSB,  have  been  omitted.

2.   During  the  quarter  325,250  options  were  exercised  for  $199,800  and
     1,015,000  shares  were  issued  to professionals in payment of legal costs
     accrued  in  the  prior  year  of  $812,000.  Also  during this quarter, we
     extended the expiration date of warrants issued to a consultant to purchase
     100,000  shares  of common stock at an exercise price of $1.50 resulting in
     compensation  expense  of  $9,883,  which  is  reflected  as an increase in
     additional  paid-in  capital.

3.   Segment  information.  During  the  quarter  ended  September 30, 2000, the
     company  had no reportable segments. During the quarter ended September 30,
     2001,  the company had two reportable segments, seismic data services (SCS)
     and  information  technology segment (HYPD). The following table summarizes
     certain  balance  sheet  and income statement data as required by SFAS 131:

                                           HYPD         SCS       Totals
                                        -----------  ---------  -----------
     Revenues                           $   42,673   $ 40,396   $   83,069
     Cost of sales                        (113,668)   (45,314)    (158,982)
     Selling, general and
       administrative                     (273,292)   (47,707)    (320,999)
     Depreciation and amortization         (46,844)      (944)     (47,788)
     Interest income                         4,073                   4,073
     Interest expense                       (2,980)                 (2,980)
                                        -----------  ---------  -----------
     Net loss                           $ (390,038)  $(53,569)  $ (443,607)
                                        ===========  =========  ===========

     Segment assets                     $1,347,384   $ 63,206   $1,415,590
     Expenditures for long-lived
       assets                                1,445                   1,445

              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


6
<PAGE>
     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

     Information  Technology  Segment
     Sales  decreased  to  $ 42,673 for the three (3) months ended September 30,
     2001.  This  compared to $130,789 for the same period in 2000. The decrease
     in  revenue  is  a  result  of  a  slow  of  ITC  revenues.

     Cost  of  Revenues  decreased  to  $113,668  for the three (3) months ended
     September  30, 2001. This compared to $241,686 for the same period in 2000.
     The  reduction  is due to the drop in revenues and also due to the one-time
     inventory  charges that were taken last year. The drop in costs of revenues
     is  not  proportional due to our migration to the ITC business model, which
     has  a  higher fixed component than our then-core value-added reselling and
     consulting  business.  Our costs now consist mainly of operational salaries
     and  the  cost  for  our  point  of  presence.

     For  the  three  (3)  month  period  ended September 30, 2001, gross margin
     decreased  to  (166)%  compared  to  (85)% for the same period in 2000. The
     decrease  is due to the overall drop in service revenues resulting from the
     slow  ramp-up  of the new facility. As we ramp up the incremental costs are
     few,  so  we  expect to achieve much better margins once we book additional
     ITC  business.

     Selling,  General and Administrative expenses decreased to $ 320,136 in the
     three  (3)  month period ending September 30, 2001, as compared to $399,696
     for  the same period in 2000. The September 2000 results have been restated
     from  the amounts previously reported to reflect the fair value of warrants
     issued to consultants of $70,777 and other minor expenses. The net decrease
     is  a  reflection  of a decrease in salary and consulting expense countered
     with  increased  rent  and  depreciation  expense.

     Net  Loss. Our net loss was ($390,038) for the three (3) month period ended
     September  30,  2001.  This  compares  to a loss of ($474,509) for the same
     period in 2000. As discussed above this is due to significant reductions in
     inventory,  salaries, and consulting costs counterbalanced by reductions in
     revenue  and  increases  in  rent,  utilities,  and  depreciation  expense.

     Seismic  Data  Services  Segment
     In  our  first full quarter operating the Seismic Data Services Segment, we
     generated revenues of $40,396 and a gross margin of $($4,918) or (12%). Net
     loss  attributable  to  this  segment  was  $(53,569).

Liquidity  and  Capital  Resources

     At  September  30,  2001  our  current  ratio  of current assets to current
     liabilities  was  0.30.  This  compares to 4.70 for 2000. This reflects the
     funding  of  cash  deficits which resulted from operating losses during the
     year.  Although  management has prospects for additional equity funding, it
     is management's priority to generate positive cash flows from operations as
     soon  as  possible.

     We received the first release of $65,225 from the CD securing our letter of
     credit  in  favor of our landlord during November 2001. The next release of
     $87,260  will  occur  next  November.

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


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<PAGE>
     On September 28, 2001, the Company signed a stock subscription agreement to
     sell  up  to $750,000 on a best efforts basis, of our restricted 144 common
     stock  to IC Investments LTD at $.50 per share. As of November 14, 2001, we
     have  received  $50,000  in  connection  with  this  agreement.


General  Discussion  and  Prospective  Information

     We  have experienced difficulty in generating revenues and profitability in
     both  our  operating segments. We believe this is due mainly to the general
     business  downturn and to the long educational and sales cycles required to
     get our target customers to understand the cost/benefits of our product and
     service  offerings  which  is necessary to close new business. The industry
     has  been so unstable that it is more difficult today to convince customers
     to  entrust  their  mission-critical  data  to  an  outside vendor. This is
     somewhat  of  a  chicken  or the egg scenario. As we get more business, new
     customers  become  easier  and  easier  to  close,  the  better  we  do
     operationally.  The  complete  outsourcing  of  the  technology  needs  of
     mid-sized  businesses is the niche our IT services segment seeks to occupy,
     and we have not pursued and do not plan to pursue conventional IT business.
     Our  marketing  approach  focuses  on  relationships  -  we  differentiate
     ourselves  by  offering  comprehensive  business  solutions tailored to our
     customers and we have built synergetic relationships with business partners
     such  as  CalSoft,  Premiere  Media Group, MaxVu, and others, which expands
     both  our  contact  base  and  our potential offerings to our customers. In
     essence  our personnel resources through our strategic alliances are 600 to
     800 strong, while our own payroll is currently at 12 people. We believe the
     value  of  this approach is that we can compete on quality bundled services
     that  have  superior  cost/benefit  and  not  on  price alone. Thus, we can
     participate  in  higher margin business that is much more beneficial to our
     clients  and  ourselves.  This  is  a  difficult business strategy to take,
     particularly  during  a  business  downturn,  because customers become more
     price-sensitive.  However, we believe that providing a complete, customized
     business  solution  rather  than  competing  based  only on price is key to
     long-term success in this industry. We currently have a number of contracts
     under  negotiation  and  plan  to  continue  to  aggressively  market  our
     capabilities.

     The  activities of the seismic data segment were concentrated significantly
     on  a significant contract to convert 70,000 tapes to DVD, as discussed our
     latest  Annual Report on Form 10-KSB. The contract which is signed with our
     customer  is  currently  in  the  final  stages  of  putting  the  detailed
     specifications  into  a written contract with a major oil company. Based on
     verbal  representations,  we  expect  this  core  project to come online by
     January,  2002  at  the latest. This contract will provide significant cash
     flow.  We  also  have  new  service  offerings  together with our strategic
     partner, PrimeView, such as an application that enables remote seismic data
     processing  that  will  be  available on a subscription basis. There now at
     least  1/2 dozen customers asking for SCS to provide a processing center to
     process  geophysical  data  on  a  per  diem  basis.  The  opportunity  is
     substantial  and  together  with  the  ITC  infrastructure,  we can provide
     benefits  such  as  worldwide collaboration on interpretive output from our
     hosting  center.  Also, with the economy in its present condition, it is an
     advantage  to  be  able to analyze data daily and only pay for when you use
     it.

     Based  on  our  five  year  plan,  and during this process of contractually
     filling  up  our initial ITC space, we plan to raise additional capital for
     expansion  of  our  facility at its first ITC and to initiate ITCs number 2
     and  3  in  a  different  parts  of the country. While these facilities are
     coming online, cash flowing, and becoming profitable, we will be looking to
     contract with the appropriate underwriter to put together a major secondary
     offering  to  expand  our  business  model  nationally and internationally.


8
<PAGE>
                          PART II     OTHER INFORMATION

ITEM  1.  Legal  Proceedings

On  November  4,  2001,  the  Company  filed  a  lawsuit  styled  Hyperdynamics
Corporation  v.  J.P.  Carey Securities, et. al, Cause No. 2001CV44988, Superior
Court  of  Fulton  County, Georgia.  The suit alleges breach of contract, fraud,
constructive  fraud,  breach of fiduciary duties, failure to indemnify, unlawful
conversion,  violation  of  Georgia Securities Act of 1973, and violation of the
Georgia  Racketeer Influenced and Corrupt Organizations (RICO) Act.  The Company
seeks  actual  damages  and  punitive  damages.

ITEM  2.  Changes  in  Securities

In addition to the transactions occurring during the quarter ended September 30,
2001,  which were reported in our Annual Report on Form 10-KSB, 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  October  2001,  options  to  purchase  50,000 shares at $1.25 per share were
granted  to  Tarrant  Hancock  for  consulting services.  The expiration date of
these  warrants  is  October  18,  2002.  This  was  a private placement made in
reliance  on  Section  4(2)  of  the  Act.

In  November 2001, we issued 100,000 shares to IC Investments, LTD pursuant to a
$50,000  cash payment which was a partial payment on a subscription agreement to
purchase  up  to 1,500,000 shares of common stock.  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
          On  September  04,  2001  the  Company  filed  Form  8K  reporting the
          resignation  of  a  director.


9
<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)

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

Dated:  November 15, 2001


10
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