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, 2005
                                       or
[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934: For the transition period from _______ to _________

                      Commission file number:     000-25496

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

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

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

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 April 27, 2005, 42,059,683 shares of common stock, $0.001 par value, were
outstanding.

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


<PAGE>
<TABLE>
<CAPTION>

Table of Contents
<S>                                                                     <C>
Part I    Financial Information

  Item 1    Financial Statements                                          3

      Consolidated Balance Sheet as of
          March 31, 2005                                                  3

      Consolidated Statements of Operations for the three
          and nine months ended March  31, 2005 and 2004                  4

      Consolidated Statements of Cash Flows for the nine
          months ended March 31, 2005 and 2004                            5

      Notes to Consolidated Financial Statements                          7

  Item 2    Management's Discussion and Analysis or Plan of Operation    10

  Item 3    Controls and Procedures                                      13

Part II   Other Information

  Item 1    Legal Proceedings                                            14

  Item 2    Unregistered Sales of Equity Securities and Use of Proceeds  15

  Item 4    Submission of Matters to a Vote of Securities Holders        15

  Item 6    Exhibits

Exhibits                                                                 17

Signatures                                                               17
</TABLE>


2
<PAGE>
Part 1     Financial Information

Item 1     Financial Statements
<TABLE>
<CAPTION>
                                 HYPERDYNAMICS CORPORATION
                                 Consolidated Balance Sheet
                                    As of March 31, 2005


ASSETS
<S>                                                                           <C>
Current Assets
  Cash                                                                        $    794,949
  Restricted certificate of deposit                                                 65,445
  Accounts receivable, net of allowance for doubtful accounts of $20,145            57,845
  Inventory                                                                         33,415
  Investment receivable                                                            704,000
  Other current assets                                                              29,604
                                                                              -------------
Total Current Assets
                                                                                 1,685,258

Property and Equipment, net of accumulated depreciation of $270,113                536,725

Other Assets
  Investment in Oil and Gas properties, using Full Cost Method of Accounting     4,033,375
  Deposits                                                                          21,912
                                                                              -------------
Total other assets                                                               4,055,287
                                                                              -------------
        TOTAL ASSETS                                                          $  6,277,270
                                                                              =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of installment notes payable                                  $     30,625
Accounts payable and accrued expenses                                              348,627
Accounts payable seismic data                                                      650,000
Deferred revenue                                                                   388,283
Dividends payable                                                                  372,398
Dividends payable to related party                                                 245,250
                                                                              -------------
Total Current Liabilities                                                        2,035,183
                                                                              -------------

Long-term portion of installment notes payable                                      24,500
Deferred Rent                                                                      148,664
                                                                              -------------
        TOTAL LIABILITIES                                                        2,208,347

Commitments and contingencies                                                            -

Stockholders' Equity
  Preferred stock, par value $.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, $.001 par value, 250,000,000 shares authorized,
    42,059,683 shares issued and outstanding                                        42,060
  Additional paid-in capital                                                    22,175,959
  Accumulated deficit                                                          (18,149,101)
                                                                              -------------
Total stockholders' equity                                                       4,068,923
                                                                              -------------
        Total Liabilities and Stockholders' Equity                            $  6,277,270
                                                                              =============
</TABLE>


3
<PAGE>
<TABLE>
<CAPTION>
HYPERDYNAMICS CORPORATION
Consolidated Statements of Operations
3 Months and 9 Months ended March 31, 2005 and 2004



                                                  3 MONTHS ENDED                  9 MONTHS ENDED
                                               2005            2004            2005           2004
                                          --------------  --------------  --------------  -------------
<S>                                       <C>             <C>             <C>             <C>
Revenues                                  $      28,002   $           -   $     148,693   $     24,027

Operating Expenses
  Cost of revenues                              266,027          42,522         693,389         92,236
  Selling                                        26,748          15,671          64,098         35,402
  General and administration                    777,829       1,302,423       2,575,668      1,926,942
  (Gain) loss from retirement of assets          (2,253)              -          17,159              -
  Depreciation and amortization                  24,377          10,660          80,602         29,967
                                          --------------  --------------  --------------  -------------
Total Operating Expenses                      1,092,728       1,371,276       3,430,916      2,084,547
                                          --------------  --------------  --------------  -------------
    LOSS FROM OPERATIONS                    ( 1,064,726)    ( 1,371,276)    ( 3,282,223)    (2,060,520)

Other Income (Expense)
  Other income (expense)                              -               -               -            170
  Interest income                                 3,679           1,186          16,461          2,109
  Interest expense                          (    23,144)    (    59,234)    (  314,300))   (   425,785)
                                          --------------  --------------  --------------  -------------
NET LOSS                                    ( 1,084,191)    ( 1,429,324)     (3,580,062)   ( 2,484,026)
Preferred dividend requirement             (     27,250)   (     46,375)   (    101,194)   (   140,084)
                                          --------------  --------------  --------------  -------------
Net loss chargeable to common
    shareholders                          $ ( 1,111,441)  $  (1,475,699)  $  (3,681,256)  $ (2,624,110)
                                          ==============  ==============  ==============  =============
Basic and diluted loss per common
    share                                 $        (.03)  $        (.05)  $        (.09)  $       (.09)
Weighted average shares outstanding          41,839,128      31,636,311      41,498,372     29,209,797
</TABLE>


4
<PAGE>
<TABLE>
<CAPTION>
                                             HYPERDYNAMICS CORPORATION
                                       Consolidated Statements of Cash Flows
                                       9 Months Ended March 31, 2005 and 2004



                                                                         2005               2004
                                                                   -----------------  ----------------
<S>                                                                <C>                <C>
Cash flows from operating activities
  Net loss                                                         $     (3,580,062)  $    (2,484,026)
  Adjustments to reconcile net loss to cash used by
   operating activities:
    Depreciation and amortization                                            80,602            29,967
    Loss on disposal of assets                                               17,159                 -
    Options and warrants expense                                          1,365,123         1,220,301
    Loss on retirement of mandatorily redeemable preferred stock             76,847                 -
    Accretion of interest and amortization of offering
      costs of mandatorily redeemable preferred stock                       231,750           173,813
    Beneficial conversion feature associated with
      convertible notes payable to officers                                       -           249,066
    Bad debt expense                                                          3,694            21,371
  Changes in:
    Accounts receivable                                                     (33,296)          (17,068)
    Inventory                                                                16,239             3,413
    Other current assets                                                    100,947            (1,762)
    Deposits from customers                                                  (3,264)             (184)
    Change in deferred rent                                                   7,182             7,183
    Accounts payable and accrued expenses                                    71,482           364,979
                                                                   -----------------  ----------------
Net cash used in operating activities                                    (1,645,597)         (432,947)
                                                                   -----------------  ----------------
Cash flows from investing activities
  Decrease in restricted cash                                               129,750            86,392
  Investment in oil and gas property                                       (914,455)       (1,870,723)
  Proceeds from disposal of assets                                           13,413                 -
  Change in deposits                                                           (280)                -
  Purchase of equipment                                                    (160,530)          (18,222)
                                                                   -----------------  ----------------
Net cash used in investing activities                                      (932,102)       (1,802,553)
                                                                   -----------------  ----------------
Cash flows from financing activities
  Proceeds from short-term note payable                                       7,201            44,000
  Payment of short-term note payable                                              -           (44,000)
  Payments on installment debt                                             (122,119)          (14,164)
  Proceeds from sale of common stock and warrants,
    net of $0 and $653,201 offering cost, respectively                      162,125         5,938,313
  Proceeds from sale of working interest                                    176,000                 -
  Proceeds from sale of units consisting of warrants
    in Hyperdynamics and preferred stock in
    subsidiary, net of $39,500 offering cost                                      -           355,500
Stock subscription receivable                                                     -          (410,000)
                                                                   -----------------  ----------------
Net cash provided by financing activities                                   223,207         5,869,649
                                                                   -----------------  ----------------
Net increase (decrease) in cash                                          (2,354,492)          (22,447)
</TABLE>


5
<PAGE>
<TABLE>
<CAPTION>
                             HYPERDYNAMICS CORPORATION
                       Consolidated Statements of Cash Flows
                 9 Months Ended March 31, 2005 and 2004 (Continued)


                                                                          2005              2004
                                                                   -----------------  ----------------
<S>                                                                <C>           <C>
Net increase (decrease) in cash                                    $     (2,354,492)  $    (3,634,149)
Cash at beginning of period                                               3,149,441           176,017

                                                                   -----------------  ----------------
Cash at end of period                                              $        749,949   $     3,810,166
                                                                   =================  ================


Supplemental disclosures
   Interest paid in cash                                           $          5,703   $         8,154
   Income taxes paid in cash                                                      0                 0

Non-cash transactions

  Issuance of common stock for accounts payable                    $         42,086   $        35,000
  Conversion of notes payable to common stock                                     -           268,056
  Geological and geophysical work performed on unproved
    oil and gas properties paid with stock options                          390,061           257,050
  Common stock issued to retire mandatorily redeemable
     preferred stock in subsidiary                                          849,347                 -
</TABLE>


6
<PAGE>
                            HYPERDYNAMICS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Basis of Presentation

The unaudited consolidated financial statements of Hyperdynamics Corporation
("Hyperdynamics") have been prepared in accordance with accounting principles
generally accepted in the United States and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Hyperdynamics' latest Annual
Report filed with the SEC on Form 10-KSB Amendment No. 1.  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 2004 as reported in the
Form 10-KSB Amendment No. 1, have been omitted.


2. Investment Receivable

During March 2005, Hyperdynamics began to market working interest units in one
lease in Louisiana, USA.  The working interest units were priced at $55,000 for
each one percent working interest.  49 units were available for sale.  Marketing
costs related to these units is 20%.   As of March 31, 2005, one investment
group had committed to purchase 20 of the working interest units.   This group
paid a $220,000 down payment (gross of the 20% marketing fee of $44,000) during
March 2005 and owed the balance, $880,000, as of March 31, 2005.  This balance,
net of the 20% marketing fee, is reflected as $704,000 investment receivable as
of March 31, 2005.  As of May 16, 2005, $825,000 of the $880,000 due had been
collected.

The net proceeds from working interest sales reduced the full cost pool related
to the USA by $491,717 (see Note 3).  By the terms of the agreement,
Hyperdynamics must drill an additional four wells to the casing point at its own
expense.  Because Hyperdynamics has this obligation to the working interest
investors as of March 31, 2005, there will be no gain computed on the sale of
these units until the obligation is fulfilled.   Therefore, the balance of the
net proceeds, $388,283, is reflected as deferred revenue as of March 31, 2005.


3.   Oil and Gas Properties

Investment in Oil and Gas properties consist of Hyperdynamics' concession in
offshore West Africa, as previously disclosed, and leaseholds in Louisiana, USA.
Proved Oil and Gas Properties relate to three leases in Louisiana, USA.  The
following table provides detail of costs to date by country:

<TABLE>
<CAPTION>
                                          Republic of Guinea           USA                  Total
                                          -------------------  --------------------  --------------------
<S>                                       <C>                  <C>                   <C>
Lease Acquisition Costs
  Proved                                  $                 -  $             3,958   $             3,958
  Unproved                                            290,452               11,215               301,667
Exploration Costs - Unproved Properties
  Geological and Geophysical costs                  3,742,923                    -             3,742,923
  Drilling                                                  -               50,773                50,773
Drilling Costs - Proved Properties                          -              360,781               360,781
Purchased Proved Reserves                                   -               64,990                64,990
Cost Recovery (sale of working
  Interest - Note 2)                                        -             (491,717)             (491,717)
                                          -------------------  --------------------  --------------------

                                          $         4,033,375  $                 0   $         4,033,375
                                          ===================  ====================  ====================
</TABLE>


7
<PAGE>
4.  Mandatorily Redeemable Preferred Stock

During the nine months ended March 31, 2005, Hyperdynamics retired 5.15 units of
SCS mandatorily redeemable preferred stock.  Hyperdynamics offered payment of
this obligation using Hyperdynamics common stock in lieu of cash, as provided by
the original agreement.  The investors accepted the offer and received one share
of Hyperdynamics common stock for each $1.91 of preferred stock outstanding. A
total of 269,634 common shares were issued to redeem the 5.15 units they owned.


5.  Stock Issuances

During the nine months ended March 31, 2005, private investors exercised
warrants to purchase 310,500 shares of common stock at various exercise prices
which in the aggregate totaled $162,125.  Additionally, two contractors
providing geological and geophysical services associated with the Guinea
concession received 155,756 shares of common stock valued at $390,061, the
former owners of HYD Resources Corporation were issued 101,480 shares of common
stock to settle the note payable for the purchase of HYD Resources Corporation
balance of $281,250, accounts payable of $42,086 were settled with payment of
15,360 shares of common stock, and investors in 5.15 units of SCS mandatorily
redeemable preferred stock received 269,634 shares of common stock as
consideration for the redemption of their preferred stock (see Note 4).


6.  Segment Information

Reportable segments
-------------------

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

The following tables summarize certain balance sheet and income statement data
about Hyperdynamics' reportable segments and corporate overhead for the three
and nine months ended March 31, 2005 and 2004:

As of March 31, 2005:
<TABLE>
<CAPTION>
                                        SCS          HYD       Corporate      Total
                                    -----------  -----------  -----------  ------------
<S>                                 <C>          <C>          <C>          <C>
     Segment assets                 $4,074,834   $1,480,284   $  722,152   $ 6,277,270

Three months ended March 31, 2005:

                                        SCS          HYD       Corporate      Total
                                    -----------  -----------  -----------  ------------
     Revenues from external
       customers                    $        -   $   28,002   $        -   $    28,002
     Depreciation, depletion
       and amortization                  7,243       12,669        4,465        24,377
     Loss from operations            ( 112,903)   ( 329,705)    (622,118)   (1,064,726)

     Expenditures for
       long-lived assets               137,114      427,331            -       564,445
</TABLE>


8
<PAGE>
Nine months ended March 31, 2005:
<TABLE>
<CAPTION>
                                        SCS          HYD       Corporate       Total
                                    -----------  -----------  ------------  ------------
<S>                                 <C>          <C>          <C>           <C>
     Revenues from external
       customers                    $    3,140   $  145,253   $       300   $   148,693
     Depreciation, depletion
       and amortization                 21,270       45,643        13,689        80,602
     Loss from operations             (430,418)    (752,018)   (2,099,787)   (3,282,223)

     Expenditures for
       long-lived assets               849,502      611,981         3,564     1,465,047

As of March 31, 2004:

                                        SCS          HYD        Corporate      Total
                                    -----------  -----------  ------------  ------------
     Segment assets                 $3,096,651            -   $ 4,451,474   $ 7,548,125

Three months ended March 31, 2004:

                                        SCS          HYD        Corporate      Total
                                    -----------  -----------  ------------  ------------
     Revenues from external
       customers                    $        -   $        -   $         -   $         -
     Depreciation, depletion
       and amortization                  6,253            -         4,407        10,660
     Loss from operations            ( 110,512)           -    (1,260,764)   (1,371,276)

     Expenditures for
       long-lived assets               239,619            -             -       239,619

Nine months ended March 31, 2004:

                                        SCS          HYD        Corporate      Total
                                    -----------  -----------  ------------  ------------
     Revenues from external
       customers                    $        -   $        -   $    24,027   $    24,027
     Depreciation, depletion
       and amortization                 16,460            -        13,507        29,967
     Loss from operations            ( 296,727)           -    (1,763,793)   (2,060,520)

     Expenditures for
       long-lived assets             2,100,201            -         1,244     2,101,445

Product and services information
--------------------------------
</TABLE>


<TABLE>
<CAPTION>
                                 Quarter Ended March 31    Nine Months Ended March 31
                                   2005          2004          2005         2004
                              --------------  -----------  ------------  ------------
<S>                           <C>             <C>          <C>           <C>
Revenues from:
     Seismic date management  $            -  $         -  $      3,140  $          -
     Computer related sales                -            -           300  $     24,027
     Oilfield services                     -            -       117,251             -
     Oil and gas production           28,002            -        28,002             -
                              --------------  -----------  ------------  ------------
Totals                        $       28,002  $         -  $    148,693  $     24,027
                              ==============  ===========  ============  ============
</TABLE>


Geographical Information
------------------------

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


9
<PAGE>
7.  Subsequent Events

In April 2005, Hyperdynamics entered into a capital lease to purchase land and a
building in Jena, Louisiana for $50,000.  We will pay eight installments of
$6,541 consisting of principal and interest of 12.27% from May 2005 to December
2005.

Hyperdynamics has entered into a settlement agreement in connection with a
lawsuit filed against it by a shareholder, Dixon Financial Services. The
agreement is subject to court approval. Under the settlement, Hyperdynamics will
bear the cost of appealing summary judgments that released third parties from
the litigation so that Dixon and Hyperdynamics can pursue their claims for
damages against those parties. After appeals are exhausted, and if they are
unsuccessful, Hyperdynamics will pay Dixon $240,000 in 24 $10,000 monthly
installments. Hyperdynamics will accrue liability for the settlement upon
determination that the payment is likely.

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.

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

Results of Operations
---------------------

Louisiana Operations ("HYD")
----------------------------

We  purchased  HYD's  assets on April 22, 2004.  Accordingly, there are no prior
year  results  to compare with the current year's results for this segment.  The
current  year's  revenues  include $28,002 from oil production and $117,251 from
oilfield  service  work.  The oilfield service work was performed during the six
months ended December 31, 2004.  Our workover crew has been devoted to improving
our  oil  and gas properties, and we expect them to continue to provide internal
services.  We expect to derive our future revenues primarily from oil production
and  not  from  the  provision  of  oilfield  services.

Cost  of  revenues  during the nine months ended March 31, 2005 was comprised of
approximately  $80,000  of  costs associated with oilfield service work, $80,000
associated with oil production revenues, and $440,000 of general field expenses,
including  startup  costs and field payroll.  Additionally, we incurred selling,
general,  and  administrative expenses of approximately $260,000.  Approximately
$140,000 of our selling, general, and administrative expense was attributable to
payroll  costs.  Our other significant expenditures were professional fees, such
as engineering, legal, and accounting, of $47,000, depreciation and amortization
of  $45,643,  and bad debt expense of $22,000.  Our loss from operations for the
nine  months  ended  March  31,  2005  from  this  segment  was  ($752,018).


10
<PAGE>
Guinea and Seismic Data Management ("SCS")
------------------------------------------

We  had revenues of $3,140 and $0 from this segment during the nine months ended
March  31, 2005 and 2004, respectively.  The lack of revenues is attributable to
a  significant  amount of internal seismic data processing work during these two
periods:  we  have focused on the acquisition of seismic data for our concession
in  Guinea.  Cost  of  revenues  increased  150% from $19,089 in the nine months
ended  March  31, 2004 to $47,770 in the nine months ended March 31, 2005.  This
was attributable mainly to $40,000 of payroll costs associated with a particular
data  processing project.  We have processed a portion of some data that we have
the  right  to  market in order to provide samples of the data to our prospects.
When  we sell the right to use this data, we will receive a fee and we will also
be  compensated  for  processing  the  data  that  we  sell.

Our  selling,  general,  and  administrative  expenses increased 40%, going from
$277,638 during the nine months ended March 31, 2004 to $385,784 during the nine
months  ended  March  31,  2005.  This increase is attributable to approximately
$33,000  increase  in  payroll  and  payroll-related  costs, $30,000 increase in
travel  costs,  and $20,000 increase in professional fees.  Based on the factors
discussed  above,  our loss from operations from this segment increased 45% from
($296,727)  in  2004  to  ($430,418)  in  2005.

Corporate Overhead
------------------

We  continue to receive occasional revenues from our prior value added reselling
and computer consulting business.   When this occurs, we classify the revenue to
corporate  overhead.  This  revenue  was $300 in the nine months ended March 31,
2005  and  $24,027  in the nine months ended March 31, 2005.  We do not actively
pursue  revenues  of  this  nature  and  they  occur  very  irregularly.

We  classify  certain  computer  expenditures  and our system engineer's payroll
costs  as  cost  of revenues attributable to corporate overhead.  These expenses
totaled  $60,184  during the nine months ended March 31, 2004 and $50,983 during
the nine months ended March 31, 2005.  The 15% difference is attributable to the
cost  of  the  computer  equipment purchased and resold during the quarter ended
March  31,  2004.

Our  selling, general, and administrative expense increased 19%, from $1,714,129
during  the  nine  months ended March 31, 2004, to $2,047,257 in the nine months
ended  March  31,  2005.  The  main  reason  for this difference is equity-based
compensation costs.  Equity-based compensation costs were approximately $200,000
higher  in the nine months ended March 31, 2005 than in the comparable period of
2004.  This  year's  expense  related  to  equity-based  compensation  to  four
consultants  of  $1,380,000  derives  from  the  vesting  of 600,000 warrants to
purchase  common stock at an exercise price of $0.50 per share.  During the year
ending  June  30,  2004,  2,000,000  warrants  were  originally  granted to four
consultants and 800,000 warrants vested during that year.  Additionally, 600,000
warrants  have vested during the current fiscal year: 200,000 warrants vested on
September  30,  2004, 200,000 shares vested on December 31, 2004, 200,000 shares
vested  on  March 31, 2005. 200,000 warrants are scheduled to vest at the end of
each quarter for the next three quarters.  We record the expense associated with
these  warrants using the fair value of the warrants as of the date they vest as
estimated  by  the  Black-Scholes option pricing model.  Thus, provided that the
agreements  are  not  terminated  (which  would  result in the forfeiture of the
unvested warrants), we will incur expense related to these warrants each quarter
for  the  next  three  quarters  and the expense will vary based upon the market
price  of  our common stock in each quarter.  Equity-based compensation does not
impact our liquidity or net worth because the consulting expense is offset by an
increase  to  additional  paid-in  capital.

Additional  factors  in  the  increase  in  selling, general, and administrative
expenses  were  an  increase  in  insurance  costs of $80,000, mainly due to our
purchase  of  directors  and officers' indemnity insurance beginning April 2004,
and  $55,000  increase  in  payroll  costs.

Based  on  the factors discussed above, the loss from operations attributable to
corporate  overhead  increased  from  ($1,763,793)  in  2004  to  ($2,099,787).

Interest  expense  decreased  9870% from $251,972 in the nine months ended March
31,  2004  to  $5,549  in  the  nine  months ended March 31, 2005.  The interest
expense  during  fiscal  2004 consists of approximately $250,000 attributable to
the  Notes  Payable,  due December 31, 2007.  These notes payable were converted
during  the  quarter  ended  December  31,  2003.


11
<PAGE>
Based on the factors discussed for each segment, the net loss chargeable to
common shareholders increased $1,057,146, or 40% from $(2,624,110) in 2004 to
$(3,681,256) in 2005.

Liquidity and Capital Resources
-------------------------------

At March 31, 2005 our current ratio of current assets to current liabilities was
..83 to 1. This compares to 2.12 to 1 for 2004.  A deeper analysis of the current
ratio  reveals several current obligations that reduce the current ratio but for
which  there  is no requirement to use cash to satisfy them. These items include
dividends  payable  and  dividends  payable  to  related  party. These items are
expected to be paid by the issuance of stock.  Additionally, payment of accounts
payable  seismic  data  is  deferred until we receive cash inflows from sales of
licenses  to  use  the  data,  in  which case the payment amount is limited to a
percentage  of the amount we receive until the entire $650,000 is paid, or until
we enter into at least one deal from an oil company sufficient to pay the entire
balance.

Our  cash  from operations was a deficit during the nine months ending March 31,
2005  based  on  our  asset  appreciation  based  plan.  We  have taken overhead
reduction  steps to minimize non productive expenditures.  We are utilizing most
of  the  capital raised directly or indirectly on enhancing the value of our oil
and  gas properties.  These expenditures, however, do not improve cash flow from
operations.  In  order  to  improve our operating cash flow situation for future
periods,  Management  has  budgeted  certain  amounts  of  capital  towards  the
development of domestic oil and gas production revenues and service revenues. As
mentioned  in  the business section of our annual report for the year ended June
30,  2004,  we  are pursuing domestic production to give us sufficient income to
pay  our  overhead  and,  subsequently,  to enhance the returns available to our
shareholders  as  we  move  forward  into  future  drilling  programs.

Recently,  management  has  announced  that  it  has  obtained  an  independent
geological  study  of  its  lease  in LaSalle Parish, Louisiana, and surrounding
areas that reflects approximately 1,400,000 barrels of oil in place in the zones
that  we  are drilling.   It is expected that the estimated proven reserves will
be  determined  based on independent engineering reports evaluating the wells we
have  drilled  and  completed  so far and plan to drill and complete in the near
future.  We  expect  to exploit this area by operating numerous low volume wells
that  produce 20 barrels a day or less.  We believe the relatively high price of
oil  will  help  make these wells more economically viable.  We are currently in
the  process  of completing the wells so that they are capable of production. We
announced  on  May  10, 2005 that we have completed 10 out of a planned 14 wells
for  this  first lease and that we are also evaluating the production of natural
gas  that  we  have  encountered  in  all  ten  wells.

Because of the geological features of this lease and our oil production to date,
we  consider  this an attractive prospect for oil and gas investors.  Therefore,
we  made  the decision to begin selling working interest on this lease.  Through
May  16,  2005  we  have  sold  $1,100,000  of  a  total  amount  of  $2,695,000
(representing  49%  working  interest)  through  our  newly-formed  wholly-owned
subsidiary, Trendsetter Production Company ("Trendsetter"). Thus, Trendsetter is
currently  in the process of selling up to 49% working interest in this lease to
net  up  to  $2,156,000  of cash proceeds, after marketing costs.  As of May 16,
2005,  we  have sold 20 units, resulting in gross proceeds of $1,100,000 and net
proceeds  of  $880,000.  When  completed,  this  sale  of  working interest will
replenish  our  cash  without  the need for additional capital financing at this
time.

Thus,  management  expects  to improve our cash flow from operations on a steady
basis  from  quarter  to  quarter during the current fiscal year by pursuing new
revenues while continuing to build our potential income sources from our largest
oil  and  gas  assets.  Management's  goal  is  to  make significant progress in
reducing, and ultimately eradicating, our negative cash flow from operations. We
are  very  encouraged  by  the  results  of the independent geological study and
gradually  increasing revenues and potential for steady growth in oil production
revenues  from  the  oil  that  is now being produced in Louisiana.  At the same
time,  by  Trendsetter Production Company selling  up to 49% working interest on
its  first  lease,  we  are  currently  replenishing  our  cash  position.

As  a  public company, the health of our market is paramount to be able to raise
critical  capital.  Subsequent  to  the balance sheet date, the company has been
approved  and  began  trading  on the American Stock Exchange on May 5, 2005. We
believe  this  will  directly and indirectly help to strengthen and provide more
stability  to  the  company's  market  for  its  common stock and that financing
options  for  the  company  will  expand  as  a  result.

As  reported  in  our  annual  report,  we  raised  $5,937,063  from the sale of
restricted  common  stock  during  the  fiscal  year  ended  June 30, 2004.  The
majority  of the capital raised in the past has been invested to improve our oil
and  gas  properties.  We  believe  that should we implement a strategy to raise
additional  capital  that  the  use  of  these  funds  will


12
<PAGE>
continue  to  enhance  our  asset value in our oil and gas concession. It is our
belief  that  such  a  strategy  would continue to enhance shareholder value and
facilitate  additional  financing  options.

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

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

We  have  a  capital  lease  obligation  of $14,625 financing certain electrical
equipment  in  our  data  center.   Additionally, we owe $36,500 of a settlement
payable  to  a vendor and $4,000 of installment payments on an insurance finance
agreement.  In  April  2005,  entered  into  a capital lease to purchase land in
Louisiana  for $50,000. We do not plan to use significant debt financing, except
for  the  possibility  of  financing  income-producing  assets  in  the  future.

Finally, during fiscal 2001, we purchased a Certificate of Deposit in the amount
of  $436,300,  which  secured  the  lease  at  Westwood  with a Letter of Credit
arrangement.  As  of  October 31, 2004, the Certificate of Deposit and letter of
credit  had  been reduced to $195,195.  On November 1, 2004, this Certificate of
Deposit  and  letter of credit was reduced to $65,445, and $129,750 was released
to  us.  The  remaining  $65,445  will  be  released  on  November  1,  2005.

Management  has  initiated  investments  and  strategies  to  begin  increasing
profitable revenues from domestic oil production and to help the company operate
on  a  profitable  basis  in  the  near  future.  If  successful, these domestic
strategies, in addition to the much larger potential sources of revenue from our
offshore  operation,  should  help  us  build  positive cash flow and a stronger
financial  position  as  we  move  forward.

Off-balance  Sheet  Arrangements

Under  our  agreement  with US Oil, we will pay US Oil $1,600,000 if SCS obtains
third party financing for the Guinea development project.  If paid, the fee will
increase the cost of the Unproved Oil and Gas properties at the time of payment.
As  such,  it  will  increase  the cost of sales over the oil and gas production
period as part of the periodic amortization of the Proved Properties, or, if the
development  of the properties does not culminate in oil and gas production, the
cost  will  be  charged  to expense as an impairment.  Additionally, US Oil will
receive  a  3%  royalty  if  oil  and  gas  is  produced  on our Guinea project.

We  have  an  operating  lease  with our landlord as disclosed in Note 15 of the
financial  statements  that  appear in our annual report for the year ended June
30, 2004.  The lease is a ten year lease.  The lease inception date was November
1,  2000.  The  base monthly rent is $0 for months 1-6, $20,774 for months 7-54,
and  $24,114  for  months 55-120, beginning November 1, 2000.  Additional common
area  maintenance  charges  are  assessed.  At  June  30,  2004,  future minimum
payments  are  $252,328  in year 2005, $289,364 per year in years 2006-2010, and
$120,568  in  2011.

We  have a contingent $350,000 note payable that is only payable with 25% of the
profits  of  SCS. We have the right to pay this note off using common stock.  We
also  have  three contingent notes payable totaling $856,000, which will be paid
solely  from  HYD's net income as determined under generally accepted accounting
principles over the next five years.  In accordance with an offset provision, no
payments  will be made until there is net income that exceeds the losses HYD has
incurred.  The  payments,  if any, will be made in quarterly installments of 25%
of  HYD's  net  income.  No  payments have been made to date because HYD has not
generated  any  net  income  to  date.


13
<PAGE>
Item 3     Controls and Procedures

Kent  Watts,  our  Chief  Executive Officer and our Chief Financial Officer, has
concluded  that  that our disclosure controls and procedures are appropriate and
effective.  Mr.  Watts has evaluated these controls and procedures as of the end
of  the period covered by this report on Form 10-QSB.  There were no significant
changes  in  the  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.

There  have  been  no  changes  in our internal control over financial reporting
identified  in connection with the evaluation required by Rule 13a-14(b) or Rule
15d-14(b)  that  occurred  during  our  last  fiscal quarter that has materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.



Part II     Other Information

ITEM 1.  Legal Proceedings

A.  Dixon  Financial  Services

In  2001,  the  Company  was  named  as  a  defendant  in a lawsuit styled Dixon
Financial  Services,  Ltd.  v.  Fidelity Transfer Company, Erin Oil Exploration,
Inc., Bill Knollenberg, Ron Bearden, R.F. Bearden Associates, Inc., James Chang,
Nick  H.  Johnson,  Riley  L.  Burnett,  Jr.,  Johnson, Burnett & Chang, L.L.P.,
Greenberg,  Peden,  Siegmyer  &  Oshman, P.C., George Siegmyer and Hyperdynamics
Corporation;  Cause  No.  2001-06263;  In  the  215th Judicial District Court of
Harris  County,  Texas.

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

Dixon  Financial and the Company brought claims against the Erin Oil parties and
their  legal  counsel  for  their  wrongful conduct.  The Erin Oil legal counsel
asserted a litigation privilege under Texas law.  The Erin Oil parties and their
legal  counsel  filed  motions  for  summary  judgment  asserting the litigation
privilege  as  a bar to liability.  The trial court granted all such motions for
summary  judgment.

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

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


14
<PAGE>
be  obligated to pay any amount of money other than legal fees and expenses.  If
the appeal is successful, the Company will seek to recover its damages and costs
from  the Erin Oil parties and their legal counsel.  The Erin Oil parties' legal
counsel  have  insurance  which  have  been providing a defense and which may be
liable  for  any  damages  awarded  against  the  Erin  Oil  parties'  counsel.

B.  AGB  Westwood,  L.P.

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

The Company alleges that AGB Westwood L.P. committed fraud and has breached the
lease contract with Company.  The Company intends to aggressively pursue damages
for its claims.

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

During  the quarter ended March 31, 2005, we 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.

During  January  2005,  we issued 34,250 shares of Hyperdynamics common stock to
two  consultants  for  services  valued  at  $136,238.

During  January  2005, we issued 269,634 shares of Hyperdynamics common stock to
six  investors  in mandatorily redeemable preferred stock of our subsidiary as a
redemption  of  the  preferred  stock.  The value of the common stock issued was
$849,347.

During  March  2005,  we  issued 101,480 shares of Hyperdynamics common stock to
settle  the  balance,  $281,250,  of  a  note payable for the acquisition of HYD
Resources  Corporation's  assets.

ITEM 4     Submission of Matters to a Vote of Security Holders

On  January  21,  2005,  the  company  held  its  annual  shareholder meeting as
disclosed  in  its  proxy  statement  filed  December  28, 2004. The shareholder
meeting was for shareholders of record at November 23, 2004.

The  election  judges  reported at the meeting that there were 41,525,703 common
stock  shares  outstanding  on  that date carrying one vote per share plus 2,725
shares  of  Series  B Preferred Stock carrying 20,186,800 votes. The total votes
outstanding  on  November  23,  2004 and eligible to be cast at the meeting were
61,712,503.  The  total  voting shares present either by proxy or in person were
31,225,686 common shares and 2,725 Series B Preferred shares. This yielded a sum
total  of  51,412,486  votes available to be counted. Of these votes, 51,412,486
votes were cast representing 83% of the total outstanding votes eligible to vote
at the meeting.

The results of the voting by Item are as follows:

ITEM 1:
With respect to election of Directors of the Company:

<TABLE>
<CAPTION>
                  # of shares FOR  # of shares WITHHELD
<S>               <C>              <C>
Kent Watts             51,337,247               106,860
Robert J. Hill         48,267,630             3,027,147
Harry Briers           51,334,947               109,160
Harold A. Poling       51,333,447               110,660
Al Young               50,832,447               611,660
</TABLE>


15
<PAGE>
ITEM 2:
With respect to Ratification of Selection of Malone & Bailey, PC as the
Company's Independent Auditors for the Fiscal Year ended June 30, 2005:

# of shares FOR          # of shares AGAINST          # of shares ABSTAIN
51,279,074                      21,860                       111,552

ITEM 3:

With respect to approval of an amendment to the Stock and Stock Option Plan:

# of shares FOR          # of shares AGAINST          # of shares ABSTAIN
32,255,024                    3,380,675                      225,753

ITEM 4

With respect to any Other Business as may properly come before the meeting (none
discussed):

# of shares FOR          # of shares AGAINST          # of shares ABSTAIN
50,441,156                     293,302                       678,028


16
<PAGE>
Item 6     Exhibits
Exhibits

     Exhibit  31.1  -  Certification of Chief Executive Officer of HyperDynamics
Corporation  required  by  Rule  13a-14(1)  or  Rule 15d-14(a) of the Securities
Exchange  Act  of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

     Exhibit  31.2  -  Certification of Chief Financial Officer of HyperDynamics
Corporation  required  by  Rule  13a-14(1)  or  Rule 15d-14(a) of the Securities
Exchange  Act  of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

     Exhibit  32.1  -  Certification of Chief Executive Officer of HyperDynamics
Corporation  pursuant  to  Section  906  of  the  Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.

     Exhibit  32.2  -  Certification of Chief Financial Officer of HyperDynamics
Corporation  pursuant  to  Section  906  of  the  Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.


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 16, 2005


17