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: December 31, 2003
                                                           ------------------

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

                      Commission file number:     000-25496
                            HYPERDYNAMICS CORPORATION
             (Exact name of registrant as specified in its charter)

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


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

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 January 31, 2004, 31,767,991 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 at
                 December 31, 2003                                           3

              Consolidated Statements of Operations for the three
                 and six months ended December 31, 2003
                 and 2002 (restated)                                         4

              Consolidated Statements of Cash Flows for the six
                 months ended December 31, 2003 and 2002
                 (restated)                                                  5

              Notes to Consolidated Financial Statements                     7

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

         Item 3  Disclosure Controls and Procedures                         10

      Part II  Other Information

         Item 1  Legal Proceedings                                          11

         Item 2  Changes in Securities                                      11

         Item 6  Exhibits and Reports on Form 8-K                           11

             (a)  Exhibits

             (b)  Reports on Form 8-K

         Signatures                                                         12
</TABLE>


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<PAGE>
<TABLE>
<CAPTION>
                        Part 1     Financial Information

Item 1   Financial Statements

                                     HYPERDYNAMICS CORPORATION
                                     Consolidated Balance Sheet
                                      As of December 31, 2003


ASSETS
<S>                                                                                <C>
Current Assets
  Cash                                                                             $       221,864
  Restricted certificate of deposit                                                         86,120
  Accounts receivable, net of allowance for doubtful accounts of $24,742                    16,352
  Inventory                                                                                  7,153
  Stock subscription receivable                                                            105,000
  Other current assets                                                                       1,671
                                                                                   ----------------
Total Current Assets                                                                       438,160

Property and Equipment, net of accumulated depreciation of $170,410                         75,465
Other Assets
  Restricted certificate of deposit                                                        109,075
  Unproved Oil and Gas properties, using Full Cost Method of Accounting                  2,752,563
  Deposits                                                                                  23,432
                                                                                   ----------------
Total other assets                                                                       2,885,070
                                                                                   ----------------
         TOTAL ASSETS                                                              $     3,398,695
                                                                                   ================

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Current portion of capital leases                                                  $        20,265
Accounts payable and accrued expenses                                                    1,555,667
Accrued expense for issuable options                                                       159,375
Accounts payable seismic data                                                              650,000
Customer deposits                                                                            3,264
Short-term note payable                                                                     44,000
Dividends payable                                                                          314,064
Dividends payable to related party                                                         109,000
                                                                                   ----------------
Total Current Liabilities                                                                2,855,635
                                                                                   ----------------
Long-term portion of capital leases                                                         22,381
Mandatorily redeemable preferred stock, net of $38,625 unamortized offering costs
  and $309,000 unamortized discount                                                        424,875
Deferred Rent                                                                              136,694
                                                                                   ----------------
          TOTAL LIABILITIES                                                              3,439,585
                                                                                   ----------------
Commitments and contingencies
Stockholders' Deficit
  Preferred stock, par value $0.001; 20,000,000 shares authorized
  Series A - 1,945 shares issued and outstanding                                                 2
  Series B - 2,725 shares issued and outstanding                                                 3
  Common stock, $.001 par value, 250,000,000 shares authorized,
    30,576,451 shares issued and outstanding                                                30,576
  Additional paid-in capital                                                            11,866,642
  Accumulated deficit                                                                  (11,938,113)
                                                                                   ----------------
Total stockholders' deficit                                                         (       40,890)
                                                                                   ----------------
          Total Liabilities and Stockholders' Deficit                              $     3,398,695
                                                                                   ================
</TABLE>


3
<PAGE>
<TABLE>
<CAPTION>
                                      HYPERDYNAMICS CORPORATION
                                Consolidated Statements of Operations
                  3 Months and 6 Months ended December 31, 2003 and 2002 (Restated)


                                                    3 Months ended                 6 Months ended
                                           2003             2002            2003           2002
                                                         (Restated)                     (Restated)
                                      --------------------------------------------------------------
<S>                                   <C>              <C>             <C>             <C>
Revenues                              $       24,027   $     204,777   $      24,027   $    336,532

Operating Expenses
  Cost of revenues                            49,714         117,204          49,714        236,862
  Selling                                      9,701          17,549          19,731         20,822
  General and administration                 276,334         305,335         624,519        653,350
  Depreciation and amortization                9,375          47,982          19,307         95,968
  (Gain) on sale of assets                                                               (    7,514)
                                      ---------------  --------------  --------------  -------------
Total Operating Expenses                     345,124         488,070         713,271        999,488
                                      ---------------  --------------  --------------  -------------
    LOSS FROM OPERATIONS                 (   321,097)     (  283,293)    (   689,244)    (  662,956)
Other Income (Expense)
  Other income (expense)                 (     1,275)                            170
  Interest income                                215           1,417             924          2,862
  Interest expense                       (   325,394)     (    8,623)    (   366,551)    (   15,213)
                                      ---------------  --------------  --------------  -------------
NET LOSS                                 (   647,551)     (  290,499)    ( 1,054,701)    (  675,307)
Preferred dividend requirement           (    46,694)     (   46,854)    (    93,389)    (   93,709)
                                      ---------------  --------------  --------------  -------------
Net loss chargeable to common         $  (   694,245)  $  (  337,353)  $ ( 1,148,090)  $ (  769,016)
  shareholders
                                      ===============  ==============  ==============  =============

Basic and diluted loss per common     $         (.02)  $        (.02)  $        (.04)  $       (.04)
  share
Weighted average shares outstanding       28,351,267      21,345,889      27,996,540     21,215,945
</TABLE>


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<PAGE>
<TABLE>
<CAPTION>
                                            HYPERDYNAMICS CORPORATION
                                      Consolidated Statements of Cash Flows
                              6 Months Ended December 31, 2003 and 2002 (Restated)


                                                             2003         2002 (Restated)
                                                      -----------------  ----------------
<S>                                                   <C>                <C>
Cash flows from operating activities
  Net loss                                            $   (  1,054,701)  $    (  675,307)
  Adjustments to reconcile net loss to cash used by
  Depreciation and amortization                                 19,307            95,968
  Gain on sale of assets                                                      (    7,514)
  Options and warrants expense                                 168,890           219,003
  Stock issued for services                                                       27,800
  Accretion of interest and amortization of offering
    costs of mandatorily redeemable preferred stock            115,875
  Beneficial conversion feature associated with
    convertible notes payable to officers                      249,066
  Bad debt expense                                               8,071             4,678
  Changes in:
   Accounts receivable                                    (     17,068)       (  117,091)
   Inventory                                              (      1,160)       (    6,721)
   Other current assets                                   (      1,270)       (    1,092)
   Accrued salary payable to officers                                             92,630
   Deposits from customers                                (        184)       (      375)
   Change in deferred rent                                       4,788             4,788
   Accounts payable and accrued expenses                       399,552           223,950
                                                      -----------------  ----------------
Net cash used in operating activities                     (    108,834)       (  139,283)
                                                      -----------------  ----------------
Cash flows from investing activities
  Decrease in restricted cash                                   86,392            80,715
  Investment in unproved property                         (  1,044,559)       (   67,853)
  Proceeds from sale of equipment                                                 39,356
  Purchase of equipment                                         (6,100)       (   35,267)
                                                      -----------------  ----------------
Net cash provided by (used in) investing activities       (    964,267)           16,951
                                                      -----------------  ----------------
Cash flows from financing activities
  Stock subscription receivable                           (    105,000)
  Proceeds of short-term note payable                           44,000
  Payments on installment debt                            (      9,311)       (    9,662)
  Proceeds from sale of units consisting of warrants
    in Hyperdynamics and preferred stock in
    subsidiary, net of $39,500 offering cost                   355,500
  Proceeds from sale of common stock and warrants,
    net of $92,640 offering cost                               833,759           116,640
                                                      -----------------  ----------------
Net cash provided by financing activities                    1,118,948           106,978
                                                      -----------------  ----------------
Net increase (decrease) in cash                                 45,847        (   15,354)
Cash at beginning of period                                    176,017            29,015
                                                      -----------------  ----------------
Cash at end of period                                 $        221,864   $        13,661
                                                      =================  ================
</TABLE>


5
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Cash Flows
        6 Months Ended December 31, 2003 and 2002 (Restated) (Continued)


<S>                                                      <C>             <C>
Non-cash transactions

  Issuance of common stock for accounts payable          $ 35,000        $35,170
  Conversion of notes payable to common stock             268,056
  Geological and geophysical work performed on unproved
    oil and gas properties paid with stock options        159,375
  Acquisition and interpretation of seismic data
    for accounts payable                                  651,792
</TABLE>


6
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          NOTES TO 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.  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 2003 as reported in the Form 10-KSB, have been omitted.

Prior to the quarter ended December 31, 2003, Hyperdynamics accounted for stock
options issued to employees under the recognition and measurement principles of
APB Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations.  Effective October 1, 2003, Hyperdynamics adopted the fair
value recognition provisions of FASB statement 123, Accounting for Stock-Based
Compensation.  All prior periods presented have been restated to reflect the
compensation cost that would have been recognized had the provisions of
Statement 123 been applied to all awards granted to employees after January 1,
1995.  We recorded $$108,443 and $219,003 of stock-based employee compensation
costs for the three and six months ended December 31, 2002, respectively, and
$4,178,000 for the three months ended September 30, 2003  because certain
warrants were accounted for as variable awards beginning in the first quarter of
fiscal year ended June 30, 2002 as required by FIN 44.  These amounts have been
restated to $183,600 for the three and six months ended December 31, 2002 and
$66,430 for the three months ended September 30, 2003.


2.   Short-term Note Payable

Hyperdynamics received $44,000 on December 4, 2003, pursuant to a promissory
note payable, due on or before January 4, 2004.  The note had no stated interest
rate.  On January 14, 2004, the note holder converted the amount due, $44,000,
to 73,333 shares of  Hyperdynamics common stock.


3.   Mandatorily Redeemable Preferred Stock

During the six months ended December 31, 2003, Hyperdynamics sold an additional
3.95 units of mandatorily redeemable preferred stock for net proceeds of
$395,500. The proceeds were allocated $118,597 to warrants to purchase 147,500
shares of Hyperdynamics at  $.25 per share that expire on December 31, 2008 and
$276,903 to mandatorily redeemable preferred stock. Costs of the offering were
$39,500. There are a total of 5.15 units of mandatorily redeemable preferred
stock outstanding. The stock will be redeemable for $150,000 per unit, or
$772,500, on July 1, 2005, at the option of the holder. Hyperdynamics recorded
amortization of the offering costs of $12,875 and accretion of interest of
$103,000 during the six months ended December 31, 2003.


4.   Stock Issuances

During the six months ended December 31, 2003, Hyperdynamics issued 20,917
shares of common stock for accounts payable of $35,000.  Additionally, private
investors purchased 1,328,454 shares of common stock and 360,253 warrants with
an exercise price of $2.00 per share, expiring in second quarter 2006, for
$926,400.  Offering costs were $92,640, resulting in net proceeds of $833,760.
Hyperdynamics' officers converted their convertible notes payable during the
quarter ended December 31, 2003, which at that time totaled $268,056 in
principal and interest, at a price of $.168. This resulted in the issuance of
1,595,573 shares. Hyperdynamics delivered 1,227,764 shares issued pursuant to
the notes payable on December 31, 2003 and 367,809 shares, the balance of the
shares issued pursuant to the notes payable, on January 14, 2004.


7
<PAGE>
5.   Subsequent Events

On January 14, 2004, Hyperdynamics entered a service agreement with Seacon, Inc.
under which Seacon, Inc. would provide geophysical and geological services
relating to the Guinea concession through June 30, 2005.  The contract provides
for payment of 252,500 options to purchase Hyperdynamics common stock at $.01
per share, expiring one year from the date of vesting.  93,750 options vested
upon the execution of the contract and related to services performed during the
six months ended December 31, 2003.  The cost related to those options,
$159,375, was accrued as of December 31, 2003.  The remaining 158,750 options
vest 31,250 quarterly beginning on March 31, 2004.

During January and February 2004, subscriptions receivable of $105,000 were
collected and an additional 1,191,540 shares of common stock were sold for
$761,174.  In conjunction with some of these stock purchases, 181,250 warrants
to purchase common stock at $2 per share, expiring three years from the date of
issuance, were issued.


              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 and Results
         of Operations

Results of Operations

During  the  quarter we successfully completed the minimum work requirements for
our  contractual obligations regarding our oil and gas concession in West Africa
by  completing  the  acquisition of an additional 4,000 kilometers of 2D seismic
data.  This  was  a  major  milestone  for  us  to  accomplish.

Our  revenues  decreased  93% from $336,532 in the six months ended December 31,
2002 to $24,027 in the six months ended December 31, 2003.  This is attributable
to  a  significant  amount of seismic data processing work during the six months
ended December 31, 2002; during this year, we have focused on the acquisition of
seismic  data  for our concession in Guinea and revenues have been minimal as we
have  focused  on building our asset versus generating revenues currently.  Cost
of  revenues  decreased  80%  from $236,862 in the six months ended December 31,
2002  to  $49,714  in  the six months ended December 31, 2003.   Several factors
contributed  to  this  decline:  the  primary reason was the decline in revenue;
payroll  in  fiscal 2003 was higher than the payroll in fiscal 2004; fiscal 2003
cost  of  sales includes an allocation of rent and utilities of $74,970; and the
rent and utilities were included in selling, general and administrative expenses
in  fiscal  2004.

Our  selling,  general,  and  administrative  expenses  decreased 4%, going from
$674,172  during  the  six months ended December 31, 2002 to $644,250 during the
six  months ended December 31, 2003.   Significant changes in the following line
items  cancelled  one  another  out,  thus  resulting  in the slight decrease in
selling,  general,  and  administrative  expenses: consulting expenses decreased
from $313,218 to $153,099, rent and utilities expense of $83,565 that previously
would  have been allocated to cost of revenues was included in selling, general,
and


8
<PAGE>
administrative  because  the  facility  was  not  being  used  for  the  seismic
transcription  business  this  year,  and  general  expenses  were approximately
$90,000  higher  this  year  than  last  year.

Effective  October  1,  2003,  Hyperdynamics  adopted the fair value recognition
provisions  of  FASB statement 123, Accounting for Stock-Based Compensation, for
stock-based  compensation.   We adopted FASB Statement 123 using the retroactive
restatement  method  as  described  in  SFAS  148,  Accounting  for  Stock-Based
Compensation - Transition and Disclosure.  In accordance with that statement, we
have  retroactively  restated all periods presented so that stock option expense
is  recorded  in  accordance  with  SFAS  123.  Consequently, amounts previously
marked  to market of $6,325,000 during quarters ended September 30, 2002 through
September  30,  2003  in accordance with APB 25 and related interpretations have
been  restated, and these financial statements reflect instead the fair value of
the  options  earned  during  these  periods,  $481,842.

Depreciation  and amortization expense was significantly lower in the six months
ended  December  31,  2003:  it  decreased  78%,  from  $95,968 to $19,307.  The
decrease  derives  from the decrease in depreciable assets that occurred when we
incurred  an  impairment  loss on our ITC facility in the quarter ended June 30,
2003.  Interest  expense  increased  2309%  from $15,213 in the six months ended
December  31,  2002  to $366,551 in the six months ended December 31, 2003.  The
interest  expense  consists mainly of approximately $250,000 attributable to the
Notes  Payable,  due  December 31, 2007, which were converted during the quarter
ended December 31, 2003, and approximately $115,000 attributable to accretion of
interest  on  the  mandatorily  redeemable  preferred  stock.

Based on the factors discussed above, net loss chargeable to common shareholders
increased $379,074, or 49% from $(769,016) in 2002 to $(1,148,090) in 2003.


Liquidity and Capital Resources

At  December 31, 2003 our current ratio of current assets to current liabilities
was  0.15  to 1. This compares to .19 to 1 for 2002. However, it is important to
note  that  deeper  analysis  of  the  current  ratio  reveals  several  current
obligations  that while they reduce the current ratio, there are no requirements
to  use  cash to satisfy the underlying obligations. These items include accrued
salary  payable to officers, deposits, short-term notes payable, accrued expense
for  issuable  options  and  dividends  payable.  Also accounts payable includes
$134,552  that  is  currently  in  dispute  in  litigation  and $115,885 that is
contingently  payable  based  on  contract  for  work  performed  to  date.

The  current  ratio  of less than 1 results from funding of cash deficits, which
resulted from operating losses during the year. It remains management's priority
to  achieve  positive  cash  flow  from operations as quickly as possible. It is
necessary  as  discussed hereunder that we obtain additional capital to fund our
primary  exploration work. As exploration operations continue on our oil and gas
asset,  we continue to gather evidence to help support our financing activities.
We  also  expect  to  be  in a position this year to generate revenues from data
sales  and  possible  working interest sales to oil company partners. This could
have  a  dramatic  effect  on cash flow from operations. Therefore, the priority
focus  remains  to  perform  the  exploration work in gathering the evidence for
commercially  viable  hydrocarbons  and  working  to  packaging  a deal to start
drilling  operations as soon as practical. We have been and remain successful in
raising  the capital to support these exploration activities as discussed below.

As  a  public company, the health of our market is paramount to be able to raise
critical  capital  to continue enhancing our major oil and gas asset. Our market
trend  has  seen  an  increasing  average volume in active trading with a slowly
appreciating  price in the last several months. Our primary source for obtaining
this  critical capital has been through our ability to place private investments
with  accredited investors, for restricted stock from several of our significant
long-term  shareholders  and  also  from  some exercises of warrants and options
previously  outstanding.  In  order  to fund the required exploration work which
began  in  September 2003 and was completed in November 2003, during the quarter
ended  December  31,  2003,  the  company  raised  $1,036,260 in net proceeds on
private  transactions  involving  the  Company's restricted common stock.  As of
February  10,  2004 we have raised an additional $770,557 in net proceeds during
the  current  quarter to end on March 31, 2004. We plan to continue this program
of  private financing from accredited investors to fund current exploration work
and  prepare  for  additional  seismic  and  analysis work in continuance of our
high-grade program in preparation for establishing a drilling program later this
year.

The  financial statements in our Annual Report reflected uncertainties regarding
our  ability  to  continue  as  a  going  concern  based  upon  our  significant
stockholders  deficit  and  recurring  losses. Our stockholders deficit improved
from  ($589,889)  at  September  30,  2003  to  ($40,890) for December 31, 2003.
Management  is  working  on several reclassification projects and settlements of
disputes  ongoing that carry accrued balances of amounts we do not intend to pay
for  various  legal expenses or negotiating to issue stock for business reasons.
For  example,  SCS  paid  a liability that it had on the books subsequent to the
balance  sheet  date  by  issuing  stock  in  full  payment.  This  has


9
<PAGE>
resulted  in  shifting  a  liability  to  equity.  Our  stockholders  deficit is
improving and we are continuing to help it along by also minimizing our loss and
keeping  our  expenses  and overhead low. However, the uncertainty still exists.
Also,  we  have  successfully  accomplished  the  minimum  work requirement this
quarter  as  discussed  above  that  is  a  major  achievement for us. Should no
additional capital be raised it is possible that we would not have the necessary
resources  to  continue as a viable company. If we are able to obtain additional
debt or equity financing, we will be able to continue to develop our oil and gas
asset  and position ourselves for generating revenues in various ways as well as
working  to  begin  drilling  plans. Management believes that all the additional
capital  funds  raised will substantially enhance our asset value in our oil and
gas  concession,  thus  greatly  enhancing  shareholder value and making it much
easier to continue raising the necessary capital to move forward.

We  also still have significant potential for new service contracts that give us
that  opportunity  to also improve cash flow and earn a profit on future service
revenues  from our NuData services. With the strategy to continue our efforts to
close  NuData  service  contracts  and  to  successfully  structure  profitable
acquisitions, management feels we can significantly improve our cash position in
the coming periods while providing additional support to our exploration team to
help  with  our  substantial  exploration  tasks  on  our  concession.

We could obtain additional capital also upon the exercise of previously issued
in the money outstanding warrants and options for common stock.

We have capital lease obligations of $47,367 financing certain electrical
equipment in our data center. We also have a contingent $350,000 note payable
that is only payable with 25% of the profits of SCS Corporation. We have the
right to pay this note off using common stock. We do not plan on using
significant debt financing except for the possibility of financing
income-producing assets in the future.

Finally, we originally purchased a CD in the amount of $436,300, which secured
the lease at Westwood with a Letter of Credit arrangement. At the beginning of
the quarter, this CD and letter of credit was $283,595 of which $87,260
($436,300 x 20%) was due to be released to us on November 1, 2003. These funds
were received on November 3, 2003 and the new CD and letter of credit is now
$196,335. $130,890 ($436,300 x 30%) will be due to be released on November 1,
2004. Thereafter, $65,445 on November 1, 2005.

For  these  reasons  above,  management believes that very soon we can solve our
historical  cash  flow problems and at the same time continue to greatly enhance
shareholder  value  through continuing to upgrade our primary oil and gas asset.
As  the  reprocessing  contract  being  performed  by  Spectrum  is  in process,
management is ready upon receipt of the reprocessed new 4,000 kilometers of data
to  perform  a detailed interpretation of the data which we believe will lead us
to  pinpointing  significant prospects to plan additional 3D seismic which could
lead  us  to  discovery  of  significant  oil  and  gas  reserves.


Item 3   Disclosure controls and procedures

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


                          Part II     Other Information

ITEM 1.   Legal Proceedings
None


10
<PAGE>
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.

During December 2003, an investor purchased 2-1/2 units consisting of 2-1/2
shares of SCS Corporation's (our wholly owned subsidiary) Series A Preferred
Stock and warrants to purchase 125,000 shares of Hyperdynamics common stock at
$.25 per share for $250,000.  This was a private placement made in reliance on
Section 4(2) of the Act.

During October, November, and December 2003, 22 investors purchased 1,328,454
shares of Hyperdynamics common stock and warrants to purchase 391,503 shares of
Hyperdynamics common stock with a strike price of $2.00 per share, expiring
three years from the date of issue, for $926,400.  This was a private placement
made in reliance of Section 4(2) of the Act.

In December 2003, Hyperdynamics delivered 1,227,764 shares to two of
Hyperdynamics' officer/directors pursuant to the terms and conditions of the
conversion option of Convertible Notes Payable, due December 31, 2007.  This was
a private placement made in reliance of Section 4(2) of the Act.


Item 6    Exhibits and Reports on Form 8-K

     (a)  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.

     (b)  Reports on Form 8-K

     None

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

                                                       HyperDynamics Corporation
                                                                    (Registrant)

                                                              By: /s/ Kent Watts
                                                            --------------------


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                                              Kent Watts, Chairman of the Board,
                           Chief Executive Officer, and Chief Accounting Officer

Dated:  February  23,  2004


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