SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number: 000-25496
(Check one)
|X| Form 10-K and Form 10-KSB | | Form 11-K
| | Form 20-F | | Form 10-Q and Form 10-QSB | | Form N-SAR
For the period ended June 30, 1998
| | Transition Report on Form 10-K and Form 10-KSB
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on Form 10-Q and Form 10-QSB
| | Transition Report on Form N-SAR
For the transition period ended ____________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which notification relates: ____________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: HyperDynamics Corporation
Former name if applicable:
Address of principal
executive office: 2656 South Loop West, Suite 103
City, State and Zip Code: Houston, Texas 77054
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PART II
RULE 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report of
Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
|X| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's annual report on Form 10-KSB could not be filed within the
prescribed time period because the financial statements required to be prepared
by the Registrant's independent auditor have not been completed due to delays in
the independent auditor receiving confirmations from third parties.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Kent Watts (713) 839-9300
(Name) (Area Code) (telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
|X| YES | | No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
by the earnings statements to be included in the subject report or portion
thereof?
|X | YES | | No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Explanation:
The Company presently anticipates that there will be a decrease in revenues from
$1,520,928 in fiscal 1997 to $820,535 in fiscal 1998. The Company presently
anticipates that there will be a decrease in gross margin from $197,232 in
fiscal 1997 to $118, 371 in fiscal 1998. The Company presently anticipates that
there will be a decrease in operating expenses from $768,264 in fiscal 1997 to
$690,294 in fiscal 1998. The Company presently anticipates no significant change
in its operating loss from fiscal 1997 compared to fiscal 1998. The Company
presently anticipates that there will be an increase of other income from $
(9426) in fiscal 1997 to $30,599 in fiscal 1998. The Company presently
anticipates that there will be a decrease in loss from continuing operations
from $ (580,458) in fiscal 1997 to $ (541,324) in fiscal 1998. In fiscal 1997
there was a one time loss from discontinued operations of $(53,351), and the
Company presently anticipates no similar line item in fiscal 1998. The Company
presently anticipates that there will be a decrease in net loss per share of
common stock from $ (0.14) in fiscal 1997 to $ (0.07) in fiscal 1998, based on
weighted average shares outstanding of 4,495,273 shares in fiscal 1997 compared
to 8,362,335 shares in fiscal 1998. The change in results for fiscal 1998 are
attributable, in part, to management's focus on growing the business of its new
subsidiary Wired & Wireless Corporation.
Exhibits 1.1 Letter from Independent Accountant
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HyperDynamics Corporation
(Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date September 25, 1998 By /s/ Kent Watts
Kent Watts
Chief Executive Officer
<PAGE>
EXHIBIT 1.1 - Letter from Indepandent Accountant
September 24, 1998
STATEMENT BY JACK EVANS CPA
The Board of Directors
HyperDynamics Corporation
(formerly RAM-Z Enterprises, Inc.)
I am currently engaged in performing an examination of the financial statements
of Hyperdynamics Corporation (formerly RAM-Z Enterprises, Inc.) for the year
ended June 30, 1998. Confirmation of account balances with key customers is an
essential part of the examination and certain confirmation requests have not
been returned as of this date. Since I have not received all the confirmations
necessary to complete the audit, I am unable to estimate whether there will be
any significant changes in the operating statement. I will not be able to
complete my examination and render an opinion on the financial statements on or
before September 28, 1998, the date by which the Company is required to file its
annual report with the Securities and Exchange Commission on Form 10-KSB.
Jack Evans
