UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A


[ ]	Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended ___________.
[X]	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from July 1, 2012 to May 31, 2013.

Commission File Number: 000-53506

[hdyx10ka_053113001.jpg]

Hydrodynex, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

20-4903071

(I.R.S. employer

identification number)

2009 E. 30th Ave.; Spokane, WA 99203

(Address of principal executive offices and zip code)

(702) 722-9496

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [ ] NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

YES [ ] NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “larger accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [X] NO [ ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of December 31, 2012 is $80,644 based on the conversion price of shares issued for debt on September 20, 2013 of $0.05 per share. Shares of Common Stock held by each officer and director and by each person who is known by the registrant to own 5% or more of the outstanding Common Stock, if any, have been excluded in that such persons may be deemed to be affiliates of the registrant. The determination of affiliate status is not necessarily a conclusive determination for any other purpose. The shares of our company are currently listed on the OTC Bulletin Board exchange, symbol “HDYX”.

Number of shares of Hydrodynex Inc. common stock outstanding as of September 30, 2013: 2,844,880 shares

DOCUMENTS INCORPORATED BY REFERENCE

None.

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_________________________

EXPLANATORY NOTE

_________________________

This Amendment No. 1 on Form 10-K/A amends the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2013 filed with the Securities and Exchange Commission on September 30, 2013 (the “Original Report”) and is being filed for the purposes of providing the XBRL Exhibit.

Except for the information described above, the Company has not modified or updated disclosures presented in the Original Report in this Form 10-K/A.

Accordingly, this Form 10-K/A does not reflect events occurring after the filing of the Original Report or modify or update those disclosures affected by subsequent events. Information not affected by this amendment is unchanged and reflects the disclosures made at the time the Original Report was filed.

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ITEM 15. Exhibits, Financial Statement Schedules.

(a) 1 & 2.

Financial Statements See Item 8 in Part II of this report.

All other financial statement schedules are omitted because the information required to be set forth therein is not applicable or because that information is in the financial statements or notes thereto.

(a) 3.

Exhibits specified by item 601 of Regulation S-B.

INDEX TO EXHIBITS


			Incorporated by Reference
Exhibits	Description of Document	Filed Herewith		Form	Exhibit	Filing Date

3.1	Articles of Incorporation of Registrant			S-1	3.1	06-30-08

3.2	Certificate of Amendment to Articles of Incorporation of Registrant			8-K	3.1	09-05-08

3.3	Bylaws of Registrant			S-1	3.2	06-30-08

4.1	Form of 2008 Promissory Notes and Warrant Purchase Agreement			8-K	4.1	05-22-09

4.2	Form of 2008 Common Stock Purchase Warrant Agreement			8-K	10.1	11-28-09

10.1	Amended Exclusive North American license between Hydrodynex, Inc. and Hydrosystemtechnik, GmbH			8-K	3.1	09-05-08

10.2	Hydrosystemtechnik, GmbH, License Agreement Extension letter			8-K	3.1	09-24-09

10.3	2006 Non-Qualified Stock Option and Stock Appreciation Rights Plan Dated May 19, 2006			S-1	10.2	06-30-08

10.4	Corporate Governance Guidelines			10-K	10.3	09-30-08

10.5	Corporate Governance and Director’s Nominating Committee Charter			10-K	10.4	09-30-08

10.6	Compensation Committee Charter			10-K	10.5	09-30-08

10.7	Audit Committee Charter			10-K	10.6	09-30-08

14.1	Code of Business Conduct and Ethics			10-K	14.1	05-22-09

14.2	Code of Ethics for the CEO and Senior Financial Officers			10-K	14.2	05-22-09

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer	X

31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer	X

32.1	Section 1350 Certifications	X

32.2	Section 1350 Certifications	X

101	XBRL Data Files*	X
	*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, the registrant caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of January, 2014.



	HYDRODYNEX, INC.

	By:	/s/ Jerod Edington
		Jerod Edington Director, CEO, CFO, COO, President, VP, Treasurer, Secretary

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant in the capacities indicated below on this 31st day of January, 2014.


Signature		Title

/s/ Jerod Edington		Director, CEO, CFO, COO, President, VP, Treasurer, Secretary
Jerod Edington

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Hydrodynex, Inc. 10-K/A