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, 2004
                                                           -----------------

                                       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, 2005, 41,808,220 shares of common stock, $0.001 par value,
were outstanding.

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


<PAGE>
                                Table of Contents

Part I     Financial Information

     Item 1     Financial Statements                                           3

          Consolidated Balance Sheet as of
               December 31, 2004                                               3

          Consolidated Statements of Operations for the three
               and six months ended December 31, 2004
               and 2003                                                        4

          Consolidated Statements of Cash Flows for the six
               months ended December 31, 2004 and 2003                         5

          Notes to Consolidated Financial Statements                           7

     Item 2     Management's Discussion and Analysis or Plan of Operation      9

     Item 3     Controls and Procedures                                       11


Part II     Other Information

     Item 1     Legal Proceedings                                             11

     Item 2     Unregistered Sales of Equity Securities and Use of Proceeds   11

     Item 6     Exhibits and Reports on Form 8-K                              12

          (a)    Exhibits

          (b)    Reports on Form 8-K

     Signatures                                                               12


2
<PAGE>
<TABLE>
<CAPTION>
                           Part 1     Financial Information

Item 1     Financial Statements

                            HYPERDYNAMICS CORPORATION
                           Consolidated Balance Sheet
                            As of December 31, 2004


ASSETS
<S>                                                                       <C>
Current Assets
  Cash                                                                    $  1,655,261
  Restricted certificate of deposit                                             65,445
  Accounts receivable, net of allowance for doubtful accounts of $20,145        44,114
  Inventory                                                                     74,533
  Other current assets                                                          59,379
                                                                          ------------
Total Current Assets                                                         1,898,732

Property and Equipment, net of accumulated depreciation of $231,364            532,195

Other Assets
  Unproved Oil and Gas properties, using Full Cost Method of Accounting      4,013,323
  Deposits                                                                      21,132
                                                                          ------------
Total other assets                                                           4,034,455
                                                                          ------------
        TOTAL ASSETS                                                      $  6,465,382
                                                                          ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of installment notes payable                              $     58,561
Accounts payable and accrued expenses                                          457,873
Accounts payable seismic data                                                  650,000
Note payable                                                                   281,250
Dividends payable                                                              372,398
Dividends payable to related party                                             218,000
                                                                          ------------
Total Current Liabilities                                                    2,038,082
                                                                          ------------

Long-term portion of installment notes payable                                  27,500
Mandatorily redeemable preferred stock, net of $2,500 unamortized
  offering costs and $20,000 unamortized discount                              127,500
Deferred Rent                                                                  146,270
                                                                          ------------
        TOTAL LIABILITIES                                                    2,339,352
                                                                          ------------

Commitments and contingencies

Stockholders' Equity
  Preferred stock, par value $0.001; 20,000,000 shares authorized
  Series A - 1,945 shares issued and outstanding                                     2
  Series B - 2,725 shares issued and outstanding                                     3
  Common stock, $.001 par value, 250,000,000 shares authorized,
    41,796,231 shares issued and outstanding                                    41,796
  Additional paid-in capital                                                21,121,889
  Accumulated deficit                                                      (17,037,660)
                                                                          ------------
Total stockholders' equity                                                   4,126,030
                                                                          ------------
        Total Liabilities and Stockholders' Equity                        $  6,465,382
                                                                          ============
</TABLE>


3
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Operations
             3 Months and 6 Months ended December 31, 2004 and 2003


                                            3 Months ended              6 Months ended
                                          2004          2003          2004          2003
                                      ------------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>
Revenues                              $    54,535   $    24,027   $   120,691   $    24,027

Operating Expenses
  Cost of revenues                        220,593        49,714       416,178        49,714
  Selling                                   9,467         9,701        37,350        19,731
  General and administration            1,056,827       276,334     1,828,435       624,519
  Depreciation and amortization            19,370         9,375        56,225        19,307
                                      ------------  ------------  ------------  ------------
Total Operating Expenses                1,306,257       345,124     2,338,188       713,271
                                      ------------  ------------  ------------  ------------
    LOSS FROM OPERATIONS               (1,251,722)     (321,097)   (2,217,497)     (689,244)

Other Income (Expense)
  Other income (expense)                                 (1,275)                        170
  Interest income                           6,120           215        12,782           924
  Interest expense                       (230,593)     (325,394)     (291,156)     (366,551)
                                      ------------  ------------  ------------  ------------
NET LOSS                               (1,476,195)     (647,551)   (2,495,871)   (1,054,701)
Preferred dividend requirement            (27,250)      (46,694)      (73,945)      (93,389)
                                      ------------  ------------  ------------  ------------
Net loss chargeable to common
    shareholders                      $(1,530,445)  $  (694,245)  $(2,569,816)  $(1,148,090)
                                      ============  ============  ============  ============

Basic and diluted loss per common
    share                             $      (.04)  $      (.02)  $      (.06)  $      (.04)

Weighted average shares outstanding    41,445,703    28,351,267    41,327,995    27,996,540
</TABLE>


4
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Cash Flows
                    6 Months Ended December 31, 2004 and 2003


                                                           2004           2003
                                                       -------------  -------------
<S>                                                    <C>            <C>
Cash flows from operating activities
  Net loss                                             $ (2,495,871)  $ (1,054,701)
  Adjustments to reconcile net loss to cash used by
    operating activities
  Depreciation and amortization                              56,225         19,307
  Loss on disposal of assets                                 19,412
  Options and warrants expense                              965,119        168,890
  Loss on retirement of mandatorily redeemable
    preferred stock                                          76,847
  Accretion of interest and amortization of offering
    costs of mandatorily redeemable preferred stock         209,250        115,875
  Beneficial conversion feature associated with
    convertible notes payable to officers                                  249,066
  Bad debt expense                                            3,694          8,071
  Changes in:
  Accounts receivable                                       (19,564)       (17,068)
  Inventory                                                 (42,464)        (1,160)
  Other current assets                                       71,172         (1,270)
  Deposits from customers                                    (3,264)          (184)
  Change in deferred rent                                     4,788          4,788
  Accounts payable and accrued expenses                     123,720        399,552
                                                       -------------  -------------
Net cash used by operating activities                    (1,030,936)      (108,834)
                                                       -------------  -------------
Cash flows from investing activities
  Decrease in restricted cash                               129,750         86,392
  Investment in unproved property                          (560,359)    (1,044,559)
  Proceeds from disposal of assets                            8,600
  Return of deposit                                             500
  Purchase of equipment                                    (105,879)        (6,100)
                                                       -------------  -------------
Net cash used in investing activities                      (527,388)      (964,267)
                                                       -------------  -------------
Cash flows from financing activities
  Stock subscription receivable                                           (105,000)
  Proceeds from notes payable                                 7,201)        44,000
  Payments on installment note payable                      (91,184)       ( 9,311)
  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 $0 and $92,640 offering cost, respectively       148,127        833,759
                                                       -------------  -------------
Net cash provided by financing activities                    64,144      1,118,948
                                                       -------------  -------------
Net increase (decrease) in cash                          (1,494,180)        45,847
Cash at beginning of period                               3,149,441        176,017
                                                       -------------  -------------
Cash at end of period                                  $  1,655,261   $    221,864
                                                       =============  =============
</TABLE>


5
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Cash Flows
              6 Months Ended December 31, 2004 and 2003 (Continued)


Non-cash transactions

<S>                                                      <C>       <C>
  Issuance of common stock for accounts payable                    $ 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       $237,988   159,375
  Acquisition and interpretation of seismic data
     for accounts payable                                           651,792
  Common stock issued to retire mandatorily redeemable
     preferred stock in subsidiary                        684,426
</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 2004 as reported in the Form 10-KSB, have been omitted.


2.  Unproved Oil and Gas Properties

Unproved Oil and Gas properties consist of Hyperdynamics' concession in offshore
West Africa, as previously disclosed, and leaseholds and wells in progress in
Louisiana, USA.  The following table provides detail of unproved property costs
to date by country:

<TABLE>
<CAPTION>
                                  Republic of Guinea        USA             Total
<S>                               <C>                  <C>            <C>

Lease Acquisition Costs           $           290,452  $      11,797  $       302,249
Geological and Geophysical costs            3,605,809                       3,605,809
Wells in progress                                            105,265          105,265
                                  -------------------  -------------  ---------------
                                  $         3,896,261  $     117,062  $     4,013,323
                                  ===================  =============  ===============
</TABLE>


3.  Mandatorily Redeemable Preferred Stock

During the six months ended December 31, 2004, Hyperdynamics retired 4.15 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 would receive one share of Hyperdynamics
common stock for each $1.91 of preferred stock outstanding.  All but one
investor accepted this offer as of December 31, 2004; a total of 217,278 shares
will be issued to redeem the 4.15 units they own.  One investor who holds the
remaining outstanding unit redeemed his mandatorily redeemable preferred stock
under the same terms during the quarter ended March 31, 2005.


4.  Stock Issuances

During the six months ended December 31, 2004, private investors exercised
warrants to purchase 282,500 shares of common stock at various exercise prices
which in the aggregate total $148,125.  Additionally, two contractors providing
geological and geophysical services associated with the Guinea concession
received 89,500 shares of common stock valued at $237,988 and investors in 4.15
units of SCS mandatorily redeemable preferred stock will receive 217,278 shares
of common stock as consideration for the redemption of their preferred stock
(see Note 4).


7
<PAGE>
              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.


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


Results of Operations

Our  revenues  increased  402% from $24,027 in the six months ended December 31,
2003  to  $120,691  in  the six months ended December 31, 2004.  During 2003, we
were focused on the acquisition of seismic data for our concession in Guinea and
revenues were minimal.  In April 2004, our subsidiary, HYD Resources Corporation
("HYD"),  began  operations;  thus  there were no revenues from HYD's operations
during  the six months ended December 31, 2003.  Our increase in revenues during
the six months ended December 31, 2004 is attributable to oil field service work
performed  by  HYD.  Cost  of  revenues  increased  737% from $49,714 in the six
months  ended December 31, 2003 to $416,178 in the six months ended December 31,
2004.  The  main source of the increase in cost of revenue was incurred in HYD's
operations.  HYD has incurred approximately $30,000 in costs associated with the
operation  of  our  oil  leases  in Louisiana, $140,000 in costs associated with
startup  of  operations,  and  $150,000  of  field  payroll  related  expenses.
Additionally, SCS Corporation incurred approximately $20,000 of costs associated
with  a  seismic  data  management  project.

Our  selling,  general,  and  administrative expenses increased 190%, going from
$644,250  during the six months ended December 31, 2003 to $1,865,785 during the
six  months  ended  December 31, 2004.  The main reason for this difference is a
charge  to  expense  attributable  to  warrants  issued  to  consultants  of
approximately  $975,000  during  the  six  months  ended  December  31,  2004.
Equity-based  compensation  was  approximately $940,000 higher in the six months
ended  December  31,  2004  than  in the comparable period of 2003.  This year's
expense  related  to  equity-based  compensation to four consultants of $975,000
derives  from  the  vesting  of  400,000 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,  200,000 warrants vested on
September  30,  2004,  200,000  shares  vested on December 31, 2004, and 200,000
warrants  are  scheduled  to  vest  at the end of each quarter for the next four
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 four 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.

Other  factors contributing to the increased selling, general and administrative
expense  include  $160,000  of  selling,  general,  and  administrative expenses
incurred  by HYD, $60,000 of insurance expense associated with our directors and
officers  coverage, and a $30,000 increase in travel expense attributable to our
Guinea  concession.

Depreciation  and  amortization  expense  increased 191% from $19,307 in 2003 to
$56,225 in 2004 due to increases in our depreciable assets when we acquired HYD.
Interest  expense  decreased  21% from $366,551 in the six months ended December
31,  2003  to  $291,156 in the six months ended December 31, 2004.  The interest
expense in 2003 consisted of two components: 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 stockIn December
2004, the mandatorily redeemable preferred stock was redeemed by the issuance of
Hyperdynamics  common  stock.  The  accretion  of interest during the six months
ended  December  31, 2004 on the preferred stock and the early redumption of the
stock  resulted  in  an aggregate of approximately $280,000 of interest expense.

Based on the factors discussed above, net loss chargeable to common shareholders
increased $1,421,726, or 124% from $(1,148,090) in 2003 to $(2,569,816) in 2004.

Liquidity  and  Capital  Resources

At  December 31, 2004 our current ratio of current assets to current liabilities
was  0.93  to 1. This compares to .15 to 1 for 2003.  Our current ratio improved
because  we  successfully raised capital during fiscal 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 Note Payable, 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 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.


9
<PAGE>
Our cash from operations was a deficit during the six months ending December 31,
2004  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 expects to recognize an estimated
66,000 barrels of proven oil reserves on the first 10 acres of one of its leases
in Louisiana.  The estimated reserves will be based on an independent engineer's
report  evaluating  the wells we have drilled and worked over in this lease.  We
expect to exploit this area by operating numerous marginal wells that produce 10
barrels  (or  less)  a  day.  We  believe  the relatively high price of oil will
render  these  marginal  wells  economically  viable.  We  are  currently in the
process  of  finalizing  the  wells  so  that they are capable of production and
arranging  for  the  sale  of  the  oil  produced  from  these  wells.

Because  this lease covers 40 acres that we can explore and develop, we consider
this  an  attractive  prospect  for  oil  and  gas investors.  We intend to sell
working interest in this lease through our newly-formed wholly-owned subsidiary,
Trendsetter  Production Company ("Trendsetter"). Trendsetter is currently in the
process  of  selling  up  to  49% working interest in this lease to net up to $2
million  in  the  current  quarter to end March 31, 2005. It is expected that we
will recognize a gain on the sale of an asset by completing this sale of working
interest  which  would  replenish our cash without additional capital financing.

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 our increasing revenues and potential for steady growth
in  oil  production revenues from the oil that is now being produced by HYD.  At
the  same  time,  Trendsetter Production Company plans to sell up to 49% working
interest  on  its first lease, which will also enhance income and cash flow on a
month  to  month  basis.

As  a  public company, the health of our market is paramount to be able to raise
critical  capital.  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 is going to improve our drilling prospects.
We believe that any additional capital funds raised will continue to enhance our
asset  value  in  our  oil  and  gas concession. It is our belief that this will
enhance  shareholder  value and facilitate additional financing options. We also
see other opportunities developing, including the possibility of generating cash
from  domestic  operations  while  our efforts for exploration on our concession
offshore  Africa  continue.

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.  Management
also believes we will be able to secure oil and gas working interest partners to
fund  and  carry  significant  portions  of  the  capital  investment  burden.

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

We  have  a  capital  lease  obligation  of $19,260 financing certain electrical
equipment  in  our  data  center.   Additionally, we owe $39,500 of a settlement
payable  to  a  vendor  and $27,301 of installment payments on insurance finance
agreements.  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.  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


10
<PAGE>
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 with a lease inception date of 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  will  be 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  to be paid in
installments of 25% of HYD's net income over the next five years.



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 2. Unregistered Sales of Equity Securities and Use of Proceeds

During  the  quarter  ended  December  31,  2004,  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  October  and November 2004, two investors exercised warrants to purchase
250,000  shares  of Hyperdynamics common stock for $140,000.  This was a private
placement made in reliance of Section 4(2) of the Act.


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

Dated:  February 14, 2005


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