UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 21, 2006

                          Science Dynamics Corporation
                          ----------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                     000-10690                 22-2011859
----------------------------    ------------------------     -------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                          7150 N. Park Drive, Suite 500
                              Pennsauken, NJ 08109
              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (856) 910-1166

                                   Copies to:
                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01  Entry into a Material Definitive Agreement.

      On July 21, 2006, Science Dynamics Corporation (the "Company") entered
into a Forbearance Agreement with Laurus Master Fund, Ltd. ("Laurus"). Pursuant
to the Agreement, Laurus waived certain Events of Default under the Secured Term
Note dated February 11, 2005 (the "Term Note") and the related documents
executed in connection with the Term Note and forebear from enforcing its
remedies as a result of the occurrence of the events of default. The Company
agreed to repay $500,000 and issue 1,000,000 shares of its common stock to
Laurus upon execution of the Forbearance Agreement. Upon receipt of the
foregoing by Laurus, together with a duly executed counterpart of the
Forbearance Agreement, the parties agreed that the Registration Rights Agreement
executed by the parties in connection with the Term Note shall be immediately
terminated.

      In addition, pursuant to the terms of the Forbearance Agreement, the
Company agreed to repay $250,000 in cash to Laurus on or before August 1, 2006
and agreed to issue an additional 8,333,333 shares of its common stock and repay
$750,000 to Laurus on or before August 31, 2006. To the extent the Forbearance
Agreement constitutes an amendment to the 2005 Financing Documents, the parties
agreed to amend the Purchase Agreement as set forth in the Forbearance Agreement
and to amend and restate the Term Note, the Initial Warrant and Additional
Warrant. The Amended and Restated Term Note, the Amended and Restated Initial
Warrant and the Amended and Restated Additional Warrant are attached hereto as
exhibits.

      The shares issuable pursuant to the Forbearance Agreement will be issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.


Item 3.02  Unregistered Sales of Equity Securities.

         See Item 1.01 above.

Item 9.01  Financial Statements and Exhibits.

         (c)  Exhibits.

  Exhibit
  Number                           Description
-------------------------------------------------------------------------------
  4.1                   Amended and Restated Term Note
  4.2                   Amended and Restated Initial Warrant
  4.3                   Amended and Restated Additional Warrant
  10.1                  Forbearance Agreement between Science Dynamics
                        Corporation and Laurus Master Fund

                                       1
<PAGE>

                                   SIGNATURES

      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 hereunto duly authorized.

                                           Science Dynamics Corporation


Date: July 27, 2006                        /s/ Paul Burgess
                                           -----------------------------------
                                           Paul Burgess
                                           Chief Executive Officer

















                                       2
{"company-data": {"conformed-name": "SCIENCE DYNAMICS CORP", "cik": "0000350644", "assigned-sic": "3661", "irs-number": "222011859", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-10690", "film-number": "06985294"}, "business-address": {"street1": "1919 SPRINGDALE RD", "city": "CHERRY HILL", "state": "NJ", "zip": "08003", "phone": "8564240068"}, "mail-address": {"street1": "SCIENCE DYNAMICS CORP", "street2": "1919 SPRINGDALE RD", "city": "CHERRY HILL", "state": "NJ", "zip": "08003"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 21, 2006

                          Science Dynamics Corporation
                          ----------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                     000-10690                 22-2011859
----------------------------    ------------------------     -------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                          7150 N. Park Drive, Suite 500
                              Pennsauken, NJ 08109
              (Address of principal executive offices and Zip Code)

       Registrant's telephone number, including area code: (856) 910-1166

                                   Copies to:
                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Item 1.01  Entry into a Material Definitive Agreement.

      On July 21, 2006, Science Dynamics Corporation (the "Company") entered
into a Forbearance Agreement with Laurus Master Fund, Ltd. ("Laurus"). Pursuant
to the Agreement, Laurus waived certain Events of Default under the Secured Term
Note dated February 11, 2005 (the "Term Note") and the related documents
executed in connection with the Term Note and forebear from enforcing its
remedies as a result of the occurrence of the events of default. The Company
agreed to repay $500,000 and issue 1,000,000 shares of its common stock to
Laurus upon execution of the Forbearance Agreement. Upon receipt of the
foregoing by Laurus, together with a duly executed counterpart of the
Forbearance Agreement, the parties agreed that the Registration Rights Agreement
executed by the parties in connection with the Term Note shall be immediately
terminated.

      In addition, pursuant to the terms of the Forbearance Agreement, the
Company agreed to repay $250,000 in cash to Laurus on or before August 1, 2006
and agreed to issue an additional 8,333,333 shares of its common stock and repay
$750,000 to Laurus on or before August 31, 2006. To the extent the Forbearance
Agreement constitutes an amendment to the 2005 Financing Documents, the parties
agreed to amend the Purchase Agreement as set forth in the Forbearance Agreement
and to amend and restate the Term Note, the Initial Warrant and Additional
Warrant. The Amended and Restated Term Note, the Amended and Restated Initial
Warrant and the Amended and Restated Additional Warrant are attached hereto as
exhibits.

      The shares issuable pursuant to the Forbearance Agreement will be issued
pursuant to the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.

Item 3.02  Unregistered Sales of Equity Securities.

         See Item 1.01 above.

Item 9.01  Financial Statements and Exhibits.

         (c)  Exhibits.

  Exhibit
  Number                           Description
-------------------------------------------------------------------------------
  4.1                   Amended and Restated Term Note
  4.2                   Amended and Restated Initial Warrant
  4.3                   Amended and Restated Additional Warrant
  10.1                  Forbearance Agreement between Science Dynamics
                        Corporation and Laurus Master Fund

                                       1
SIGNATURES

      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 hereunto duly authorized.

                                           Science Dynamics Corporation

Date: July 27, 2006                        /s/ Paul Burgess
                                           -----------------------------------
                                           Paul Burgess
                                           Chief Executive Officer

                                       2