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, 2002
                                                  --------------

                                       or

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

     Commission file number:                                000-25496

                            HYPERDYNAMICS CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  May  5,  2002, 20,174,524 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

          Consolidated Balance Sheet at
               March 31, 2002                                                  3

          Consolidated  Statements  of  Income  for  the  three
               and  nine  months  ended  March  31,  2002
               and  2001                                                       4

          Consolidated  Statements  of  Cash  Flows  for  the  nine
               months  ended  March  31,  2002  and  2001                      5

          Notes  to  Consolidated  Financial  Statements                       6

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

PART  II     OTHER  INFORMATION

     ITEM 1     Legal  Proceedings                                            12

     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


2
<PAGE>
<TABLE>
<CAPTION>
                         PART 1   FINANCIAL INFORMATION

Item  1     FINANCIAL  STATEMENTS

                              HYPERDYNAMICS CORPORATION
                             Consolidated Balance Sheet
                                   March 31, 2002

ASSETS
Current Assets
<S>                                                                      <C>
                                                                   Cash  $    59,645
                                      Restricted certificate of deposit       87,260
  Accounts receivable, net of allowance for doubtful accounts of $4,601       10,411
                                                              Inventory       49,868
                                     Advances to officers and directors        6,196
                                                   Other current assets        6,795
                                                                         ------------
                                                   TOTAL CURRENT ASSETS      220,175
                                                                         ------------
Property and Equipment, net of accumulated depreciation of $231,253          724,723
Other Assets
                                     Restricted certificate of deposit       283,595
             Customer list, net of accumulated amortization of $39,483        11,517
             14,067er list, net of accumulated amortization of $34,383        16,617
                                                              Deposits        23,432
                                                                         ------------
                                                    Total other assets       318,544
                                                                         ------------

TOTAL ASSETS                                                             $ 1,263,442
                                                                         ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
                                    Current portion of installment debt  $    18,937
                                  Accounts payable and accrued expenses      322,163
                                                           Accrued rent      184,730
                                             Accrued salary to officers       82,837
                                                      Customer deposits       35,334
                                                      Dividends payable      177,792
                                     Dividends payable to related party       90,833
                                                                         ------------
                                              TOTAL CURRENT LIABILITIES      912,626
                                                                         ------------
                                  LONG-TERM PORTION OF INSTALLMENT DEBT       67,353
                                                                         ------------
TOTAL LIABILITIES                                                            979,979
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;
                              19,427,524 shares issued and outstanding.       19,428
                                             Additional paid-in capital    7,921,546
                                                       Retained deficit   (7,657,516)
                                                                         ------------
                                             Total stockholders' equity      283,463
                                                                         ------------
                             TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 1,263,442
                                                                         ============
</TABLE>


3
<PAGE>
<TABLE>
<CAPTION>
                                  HYPERDYNAMICS CORPORATION
                                Consolidated Income Statements
                     3 Months and 9 Months ended March 31, 2002 and 2001

                                   3 MONTHS ENDED                         9 MONTHS ENDED
                              2002                2001               2002                2001
                       ------------------  ------------------  -----------------  ------------------
<S>                    <C>                 <C>                 <C>                <C>
Revenues               $          43,732   $          89,744   $        253,541   $         355,874
Cost of Revenues                 122,829             142,014            434,770             743,767
                       ------------------  ------------------  -----------------  ------------------
        GROSS MARGIN             (79,097)            (52,270)          (181,229)           (387,893)
                       ------------------  ------------------  -----------------  ------------------
  Operating Expenses
             Selling              11,760              63,262             78,221             157,370
         General and
      Administrative             580,630             296,556          2,188,577             873,943
        Depreciation              39,441              42,034            125,220              94,290
                       ------------------  ------------------  -----------------  ------------------
     TOTAL OPERATING
            EXPENSES             631,831             401,852          2,392,018           1,125,603
                       ------------------  ------------------  -----------------  ------------------
      OPERATING LOSS            (710,928)           (454,122)        (2,573,247)         (1,513,496)
Other Income
(Expense)
           (Loss) on
retirement of assets                                  (4,539)                               (20,149)
   Impairment (loss)                                  (8,178)                               (29,735)
               Other                   1              10,204              2,875              11,182
     Interest income               6,507              16,535             14,544              69,669
    Interest expense              (3,386)             (2,798)            (9,105)             (3,491)
                       ------------------  ------------------  -----------------  ------------------
            NET LOSS            (707,806)           (442,898)  $     (2,564,933)  $      (1,486,020)
           PREFERRED
            DIVIDEND
         REQUIREMENT             (46,215)            (19,487)          (128,742)            (75,844)
                       ------------------  ------------------  -----------------  ------------------
            NET LOSS
       CHARGEABLE TO
              COMMON
        SHAREHOLDERS   $        (754,021)  $        (462,385)  $     (2,693,675)  $      (1,561,864)
                       ==================  ==================  =================  ==================

   BASIS AND DILUTED
      LOSS PER SHARE   $            (.04)  $            (.03)  $           (.16)  $            (.12)
    Weighted average
  shares outstanding          18,750,828          13,860,189         16,563,708          13,516,970
</TABLE>


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

                                                   2002              2001
                                              ---------------  -----------------
<S>                                           <C>              <C>
Cash flows from operating activities
                                    Net loss  $   (2,564,933)  $     (1,486,020)
 Adjustments to reconcile net income to cash
 provided from operating activities
               Depreciation and amortization         125,221             94,290
                                  Impairment                             26,235
                Loss on retirement of assets                             20,149
                 Options and warrants issued          58,442            182,359
            Common stock issued for services       1,325,000            206,727
Changes in:
                         Accounts receivable          20,277            467,189
                                   Inventory          (3,691)              (202)
                        Other current assets          35,236            (15,668)
                           Customer deposits          35,334
       Accounts payable and accrued expenses         213,210              6,027
                                              ---------------  -----------------
      NET CASH USED FOR OPERATING ACTIVITIES        (755,904)          (498,914)
                                              ---------------  -----------------
Cash flows from investing activities
Release of restricted certificate of deposit          65,445
                         Increase in deposit                             (2,800)
               Collection of note receivable                            400,000
          Purchase of property and equipment          (6,611)          (786,891)
                                              ---------------  -----------------
      NET CASH USED FOR INVESTING ACTIVITIES          58,834           (389,691)
                                              ---------------  -----------------
Cash flows from financing activities
                   Purchases of common stock                             (2,602)
 Collection of stock subscription receivable          95,000
      Increase in accrued salary to officers          82,837
              Proceeds from installment debt                            105,598
                Payments on installment debt         (12,687)            (4,331)
          Proceeds from sale of common stock         557,300             18,819
                                              ---------------  -----------------
 NET CASH PROVIDED FROM FINANCING ACTIVITIES         722,450            117,484
                                              ---------------  -----------------
             Net increase (decrease) in cash          25,380           (771,121)
                 CASH AT BEGINNING OF PERIOD          34,265          1,033,435
                                              ---------------  -----------------
                       CASH AT END OF PERIOD  $       59,645   $        262,314
                                              ===============  =================
</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 nine months ended March 31, 2002, 349,750 options were exercised
     for $212,300 and 100,000 shares were issued upon the cashless exercise of
     300,000 warrants with an exercise price of $.40 when the market price was
     $.60. 1,224,858 shares were issued to professionals in payment of legal
     costs accrued in the prior year or to extinguish accounts payable of
     $951,659. We issued 2,644,301 shares valued at $1,325,000 to consultants
     for services rendered in the nine months ended March 31, 2002. We issued
     741,170 shares for $345,000 invested pursuant to private subscription
     agreements. Also during the nine months, we extended the expiration date of
     warrants issued to consultants to purchase 321,181 shares of common stock
     at exercise prices ranging from $0.50 to $1.50 resulting in compensation
     expense of $58,442, which is reflected as an increase in additional paid-in
     capital. As of May 6, 2002, 47,000 additional shares were purchased for
     cash of $23,500 and 34,313 shares were issued to settle accounts payable of
     $14,755.

Additionally, on April 23, 2002, 700,000 shares were issued to Seacon Computer
     Systems, Inc. as a partial payment of $350,000 against the $700,000
     contingent note payable for the acquisition of SCS Corporation. The
     payments were originally scheduled to be paid quarterly. The amount of
     payment was to have been a cash payment of 25% of SCS' profit for the
     quarter and a stock payment of 25% of SCS' profit for the quarter. Seacon
     accepted the stock as a prepayment of the cash portion of the note.
     Therefore, the quarterly payment in the future will be 25% of SCS' profit
     for that quarter, paid in stock. As yet, SCS has not recorded any profits.
     The shares issued in April will be recorded as of the issuance date as an
     adjustment to the purchase price and thus an increase of goodwill. The
     increased goodwill will be tested for impairment at year-end in accordance
     with SFAS 142.

3. Segment information. During the nine months ended March 31, 2001, the
     company had no reportable segments. During the nine months ended March 31,
     2002, the company had two reportable segments, geophysical data services
     (SCS) and integrated technology segment (HYPD). The following tables
     summarize certain balance sheet and income statement data as required by
     SFAS 131:

<TABLE>
<CAPTION>
As  of  March  31,  2002:

                                         HYPD               SCS             Totals
                                    ---------------  -----------------  ---------------
<S>                                 <C>              <C>                <C>
         Segment assets             $    1,178,902   $         84,540   $    1,263,442

3 Months Ended March 31, 2002:

                                         HYPD               SCS             Totals
                                    ---------------  -----------------  ---------------
     Revenues                       $       34,523   $          9,209   $       43,732
     Cost of sales                         (88,562)           (34,267)        (122,829)
     Selling, general and


6
<PAGE>
       administrative                     (332,080)          (260,310)        (592,390)
     Depreciation and amortization         (38,497)              (944)         (39,441)
     Interest income                         6,507                               6,507
     Interest expense                       (3,255)              (131)          (3,386)
     Other income                                1                                   1
                                    ---------------  -----------------  ---------------
     Net loss                       $     (421,363)  $       (286,443)  $     (707,806)
                                    ===============  =================  ===============

     Expenditures for long-lived
       assets                       $        3,000                      $        3,000

9 Months Ended March 31, 2002:

                                         HYPD               SCS             Totals
                                    ---------------  -----------------  ---------------
     Revenues                       $      122,722   $        130,819   $      253,541
     Cost of sales                        (275,345)          (159,425)        (434,770)
     Selling, general and
       administrative                     (875,323)        (1,391,475)      (2,266,798)
     Depreciation and amortization        (122,388)            (2,832)        (125,220)
     Interest income                        14,544                              14,544
     Interest expense                       (8,974)              (131)          (9,105)
     Other income                            2,875                               2,875
                                    ---------------  -----------------  ---------------
     Net loss                       $   (1,141,889)  $     (1,423,044)  $   (2,564,933)
                                    ===============  =================  ===============

     Expenditures for long-lived
       assets                       $        6,611                      $        6,611
</TABLE>


              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.


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

During the quarter, and so far this quarter, we have reached significant
milestones that management feels will totally turn operations around and give us
a solid core base to grow from. After reading the historical information as
analyzed in the "Results of Operations" section, please take a moment to read
significant information for consideration in the "Liquidity and Capital
Resources" section and the "General Discussion and Prospective Information"
section. Management feels strongly that these sections of this Management
Discussion and Analysis reveal trends and accomplishments that indeed can turn
us quickly from qualifying as a speculative investment to a more fundamentally
sound growth-based investment.

Results  of  Operations

     Integrated Technology (IT) Service Segment

     Integrated technology service segment sales decreased from $355,874 to
     $122,722 because during calendar 2001 we effectively ceased our old
     business of sales and support of computer hardware and software. When we
     moved to our new facilities in Spring 2001, we began offering our
     Hypersource integrated technology outsourcing service. We expect this
     service ultimately to result in a recurring revenue base, but to date the
     sales of this service offering have been slower than expected. We are also
     pursuing IT projects and hope to show significant results during fiscal
     2002 and beyond.

     Cost of Revenues decreased to $275,345 for the nine (9) months ended March
     31, 2002. This compared to $743,767 for the same period in 2001. The
     reduction is due to the drop in revenues, which was accompanied by a
     reduction of cost of hardware, and also due to the one-time inventory
     charges that were taken last year. Additionally, we had staffed up during
     2000 in preparation for our migration to the ITC business model, but we
     later reduced our workforce. Therefore, employee costs are lower in the
     nine months ended March 31, 2002 as compared with the nine months ended
     March 31, 2001.

     For the nine (9) month period ended March 31, 2002, gross margin decreased
     to (124)% compared to (109)% for the same period in 2001. The decrease is
     due to the overall drop in service revenues resulting from the slow ramp-up
     of the new facility. Our fixed costs associated with the ITC business model
     are relatively high and the variable costs are relatively low, so we expect
     to achieve much better margins once we book additional ITC business.

     Selling, General and Administrative expenses decreased to $ 875,323 in the
     nine (9) month period ending March 31, 2002, as compared to $1,031,319 for
     the same period in 2001. The March 2001 results have been restated from the
     amounts previously reported to reflect the fair value of warrants and
     options issued to consultants of $182,359 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 ($1,141,889) for the nine (9) month period ended
     March 31, 2002. This compares to a loss of ($1,486,020) for the same period
     in 2001. 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.

     Geophysical Data Services Segment

     In our first six months operating the Geophysical Data Services Segment, we
     generated revenues of $130,819 and a gross margin of ($28,606) or (21%).
     Net loss attributable to this segment was $(1,423,044). The large increase
     in Selling, General, and Administrative expense is mainly due to $1,075,000
     of consulting costs paid during the three months ended December 31, 2001
     with stock.


8
<PAGE>
     This  cost  is  not  expected  to  be  recurring. An additional $250,000 of
     consulting  costs  was  settled  with  stock in the quarter ended March 31,
     2002.  The  costs  are  associated with the closing of a contract involving
     seismic  data  interpretation  and  exploration off of the coast of Guinea,
     Africa.


Liquidity  and  Capital  Resources

     At  March  31,  2002,  our  current  ratio  of  current  assets  to current
     liabilities  was  0.24.  This  compares to 1.42 for 2001. This reflects the
     funding  of  cash deficits, which resulted from operating losses during the
     year.  Although  management has prospects for additional equity funding, it
     remains  management's  priority  to  generate  positive  cash  flows  from
     operations  as  soon as possible. We feel it is very important to note here
     that  conservative  forecasts of net increase in operational cash flow from
     our  recently  announced tape transcription contract alone is in a range of
     $30,000  to  $60,000  per  month  and  we  expect  to  be ramped up to full
     production  capacity  by June 30, 2002, the end of our fiscal year. See the
     "General  Discussion and Prospective Information" below regarding our plans
     for  significantly  improved liquidity from our tape transcription contract
     and  significant  other  business  at  hand.

     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  in  November  2002.

     We  may  obtain  additional  capital upon the exercise of previously issued
     warrants  and outstanding options for common stock. The stronger our market
     becomes  the  more  likely  these  warrant and option exercises will occur.

     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 May 15, 2002, we have
     received  $300,000 in connection with this agreement. The recent decline of
     our market price makes it more difficult to raise funds from this and other
     private  financing  sources  at  the  moment.  Management  expects to close
     business,  make  announcements,  show  improving  results,  including  hard
     forecasts,  significant  enough in the near future to substantially enhance
     demand for our securities within the market and again allowing us to obtain
     additional  funding  from  these  stock  subscription sources. Management's
     immediate  goal  is  to  cash flow the company from operations on a monthly
     basis  by  July  2002,  the  first  month  of our new fiscal year, and then
     ongoing  thereafter  for  the  foreseeable  future.  By attaining this next
     milestone  and  realizing  the  associated revenues, we also expect to have
     additional  financing  options  made  readily  available  to  us for growth
     capital  using  more  conventional  equity financing methods at much higher
     stock  prices  resulting in a significant anti-dilution effect with respect
     to  book  value  and  market  value  per  share.

General  Discussion  and  Prospective  Information

     This  year  has  been  a  continuation  of  our  pursuit to fill up our new
     facility  and  close  and  implement  new recurring revenues under our ITSP
     business  model.  Additionally  we  are diversifying into the more vertical
     focused  geophysical  data  services  industry.  Both  segments of business
     utilize  the  same  integrated technology center (ITC) infrastructure built
     and  initiated last year. The integrated technology (IT) services industry,
     since  the  demise of the dot-coms has been in major flux over the last few
     years.  As a result, the development of our IT services segment of business
     has  proven to come much slower than originally expected and our strategies
     have  changed  dramatically  as  a  result.

     The  IT  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 a success-breeds-success scenario. As we get more business,
     new  customers  become easier and easier to close. 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, except for our strategy implemented and
     discussed  hereunder for very large core IT infrastructure opportunities we
     have  been  developing.


9
<PAGE>
     We have been working diligently with international partners whereby we will
     design,  implement  and  manage  IT  systems  that  communicate via our ITC
     infrastructure.  Bob  Hill,  Senior Vice President for the company has been
     focused since January 2002 on procuring very large foreign government based
     project opportunities that involve high finance methodologies. We currently
     have  written  commitments  from  two  heads  of  state,  of  two  separate
     countries,  who  have  committed  to provide sovereign guarantees that will
     facilitate  funding  of  very  large  projects  in each of their respective
     countries.  Upon  completion  of  contracts,  we  will  become  significant
     participants  in  these projects. As a result also of this strategy, we are
     also  in  the process of closing a subcontract purchase order for a project
     soon  to  be  announced  that once closed would yield approximately $6MM of
     revenue over approximately two years for us. Management felt it was prudent
     to  mention  these  three  projects  that we are working to close since the
     smallest  of  these  would  more  than double our revenues over our largest
     reported  revenue  year  ever  and  almost  immediately  make  us cash flow
     positive  and  profitable.

     Our  marketing  approach  focuses  on  relationships  -  we  differentiate
     ourselves  by offering comprehensive integrated business solutions tailored
     to  our  customers  and  we have built relationships with business partners
     such  as  AT&T,  Lightspeed  Systems,  and  others. Using this strategy our
     personnel  resources  through  our strategic alliances are in the hundreds,
     while our own payroll consists currently of 12 people. We believe the value
     of  this  approach  is that we can compete on quality bundled services that
     have  superior  cost/benefit  overall  and  not  on  price  alone  for  one
     particular  piece.  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  initially,  particularly  during  a  business
     downturn,  because  customers  become  more  price-sensitive.  However,  we
     believe  that  educating  our  customers  regarding  concepts  like  total
     cost-of-ownership,  and  providing a complete, customized business solution
     rather  than  competing  based only on price is key to long-term success in
     this industry. We have not abandoned our belief in the HyperSource product,
     but  we  are  currently  concentrating on areas that we expect to result in
     more  rapid  gains in cash flow, such our tape transcription projects, GHRC
     participation  as discussed below, and foreign government based projects as
     discussed  above.

     We  are  extremely  encouraged  with  the  work  that  has  started for the
     Geophysical  Data  Services segment. Management made a significant decision
     last  year  to diversify and acquire SCS Corporation. The activities of the
     geophysical  data  segment  have  been  concentrated  significantly  on  a
     significant contract to convert thousands of geophysical data tapes to DVD.
     The  expectation from the acquisition was to close this currently available
     business  that  could  significantly  enhance our cash flow from operations
     first  and  ultimately  our  profitability  in the future. We completed the
     acquisition with the expectation that we would close the tape transcription
     project  in  October  of  2001  and  startup  work  in November. Based on a
     reorganization  of the major oil company client, this time frame was pushed
     back  until  our most recent announcement on February 14, 2002. The project
     was  further  pushed  back,  but the final contracts were executed in April
     2002.  Thus,  a  major milestone was reached this quarter with the award of
     this  major  tape  transcription  project.

     Since  that  announcement and during the current quarter, mobilization fees
     have been paid for that project and the first shipment of over 10,000 tapes
     to process have been formerly on ordered for delivery. We have received our
     first  6  pallets  of  tapes. We expect a continuous flow of tapes until we
     have  a  significant  backlog  in  our facility. Under the contract we will
     transcribe  a  minimum  budget  of  $660,000  worth  of  tapes in the first
     contract  year  beginning  in  March.  Thus,  as  discussed in the previous
     quarterly report, the SCS Acquisition is now beginning to meet our original
     expectations  and  based  on  this  contract  coming  completely  online
     operationally  and  other  business  for  SCS  such  as  PrimeView  seismic


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     interpretation  subscription  operations  and  data  brokerage, and the new
     operations  with  Guinea Hydrocarbon Resources Corporation discussed below,
     we  expect  SCS  will exceed our expectations by the end of our fiscal year
     ending  June  30,  2002.

     Another  major  SCS  accomplishment  was  the  recent  formation  of Guinea
     Hydrocarbon  Resources  Corporation  (GHRC- a new entity 50% owned by SCS).
     Pursuant  to  a March 4th agreement with USOil Corp. out of Houston, Texas,
     GHRC  received  the  assignment  of  all the rights of the 1995 Royalty and
     Production Sharing Agreement (RPSA) including all extensions and amendments
     thereof between USOil and the Republic of Guinea, West Africa. During March
     and  part  of  April,  GHRC  successfully  contracted with Offshore Seismic
     Surveys  (OSS)  which  received  permits  from the government of Guinea and
     operating  under  the terms of the RPSA completed a significant 2-D seismic
     shoot  in  the  16,000,000+  acres  covered by the RPSA offshore Guinea. On
     April  23rd we announced that GHRC obtained the largest concession offshore
     the  west coast of Africa. It was also announced that GHRC was now actively
     presenting  its  Guinea  Offshore  Exploration  and  Production  venture to
     qualified  companies  to participate in the exploration phases of the RPSA.
     The offer can be viewed on the company's Web site at www.guineaoffshore.com
                                                          ----------------------
     Collectively, under the offer participants are expected to pay a minimum of
     $10MM  to  fund  the  exploration  phases  of  the  agreement.  After  the
     exploration  phases  are  complete, GHRC will retain an ongoing interest in
     all  production  of the entire offshore area. Currently, GHRC has signed up
     non-disclosure  and working agreements with five different consultants, all
     currently  bringing  prospective participants in to SCS offices to evaluate
     preliminary  data.  Based  the  level of interest and significant number of
     parties  now  coming back for 2nd and 3rd geological meetings, we expect to
     obtain  commitments  from  significant  participants in the near future. By
     GHRC  obtaining  these  participants,  we  will  see  substantial financial
     benefits  that  we  hope  to  be  able  to  announce  in  the  near future.

     Management's  priority  focus  is  on  increasing  revenues  as  quickly as
     possible  so  that  the  Company  cash  flows  itself  from its operations.
     Although  it  does not appear that we will cash flow from operations during
     the  4th  quarter to end June 30, 2002, with the tape transcription project
     now  coming  online,  the  real  possibility  of  obtaining  significant
     participants  in  GHRC, and other large IT projects in the latter stages of
     the  sales  process,  the  company  expects  substantial  improvement  by
     significantly  increasing  cash from operations without increasing overhead
     burdens,  since  the  officers  for  the  Company  have voluntarily given a
     moratorium  on  receiving  their  salaries  since  December  1,  2001.
     Additionally,  management expects to cash flow from operations by July 2002
     on  a monthly basis and then ongoing for the foreseeable future thereafter.
     At  that  point  we  will  have  achieved  our  goal  to be classified as a
     fundamentally  sound  growth  company  and  we  will  then look to continue
     implementation  of  our  five-year plan for growth in revenues and profits.


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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.

Between  February  1,  2002  and  May  6,  2002,  we issued 297,000 shares to IC
Investments,  LTD  pursuant to $148,500 cash payments, which have been made 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.

In  March  2002,  an  investor  purchased  41,170 shares of restricted stock for
$20,000  pursuant to a subscription agreement. This was a private placement made
in  reliance  on  Section  4(2)  of  the  Act.

In  March 2002, we extended the expiration date of warrants previously issued to
Colleen Wilkend, a consultant, to purchase 150,000 shares of restricted stock at
$.50  per  share.  The expiration date of these warrants is March 31, 2003. This
was  a  private  placement made in reliance on Section 4(2) of the Act. In April
2002,  we  issued 700,000 shares of restricted stock to Seacon Computer Systems,
Inc.  as  a  partial  payment  of  the contingent note payable deriving from the
acquisition of SCS Corporation. 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


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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 17, 2002


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