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): November 21, 2005

                          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 November 21, 2005,  Science  Dynamics  Corporation  (the  "Company")
entered into an Amendment and Waiver  agreement  with Laurus  Master Fund,  Ltd.
("Laurus") whereby Laurus waived each Event of Default for the Company's failure
to pay principal and interest on its outstanding  secured  convertible term note
through  November  1,  2005  and for the  Company's  failure  to  timely  file a
registration  statement  with the SEC.  As  consideration  for the  waiver,  the
Company agreed to issue Laurus a seven-year warrant to purchase 3,000,000 shares
of common  stock with an  exercise  price of $0.075  per share (the  "Additional
Warrant").  The Company agreed to file a registration  statement registering the
resale of the shares  issuable upon exercise of the Additional  Warrant no later
than  February  16,  2006,  subject  to the  terms  of the  Registration  Rights
Agreement  dated as of  February  11, 2005  between the Company and Laurus.  The
Amendment  and Waiver  agreement  is  effective  when the  Company  pays  Laurus
$32,236.25  of overdue  interest  under the  secured  convertible  term note and
issues Laurus the  Additional  Warrant.  The  Additional  Warrant 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.

         Laurus and the Company  further  agreed  that the  Company  will not be
required to pay  principal  due December 1, 2005  provided  that such  principal
payment and all overdue principal payments shall by paid in full on the maturity
date of the secured convertible term note.

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      Secured  Convertible Term Note dated February 11, 2005 issued to Laurus
         Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
         Securities and Exchange Commission on February 18, 2005)
4.2      Common Stock Purchase Warrant dated November 18, 2005
10.1     Securities  Purchase  Agreement  dated February 11, 2005 by and between
         Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated
         by  reference  to Form 8-K  filed  with  the  Securities  and  Exchange
         Commission on February 18, 2005)
10.2     Registration  Rights  Agreement  dated February 11, 2005 by and between
         Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated
         by  reference  to Form 8-K  filed  with  the  Securities  and  Exchange
         Commission on February 18, 2005)
10.3     Amendment  and Waiver  dated as of  November  18,  2005 by and  between
         Science Dynamics Corporation and Laurus Master Fund, Ltd.




                                       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: November 21, 2005                  /s/ Paul Burgess
                                        ----------------------------------------
                                        Paul Burgess
                                        Chief Executive Officer







                                       2
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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): November 21, 2005

                          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 November 21, 2005,  Science  Dynamics  Corporation  (the  "Company")
entered into an Amendment and Waiver  agreement  with Laurus  Master Fund,  Ltd.
("Laurus") whereby Laurus waived each Event of Default for the Company's failure
to pay principal and interest on its outstanding  secured  convertible term note
through  November  1,  2005  and for the  Company's  failure  to  timely  file a
registration  statement  with the SEC.  As  consideration  for the  waiver,  the
Company agreed to issue Laurus a seven-year warrant to purchase 3,000,000 shares
of common  stock with an  exercise  price of $0.075  per share (the  "Additional
Warrant").  The Company agreed to file a registration  statement registering the
resale of the shares  issuable upon exercise of the Additional  Warrant no later
than  February  16,  2006,  subject  to the  terms  of the  Registration  Rights
Agreement  dated as of  February  11, 2005  between the Company and Laurus.  The
Amendment  and Waiver  agreement  is  effective  when the  Company  pays  Laurus
$32,236.25  of overdue  interest  under the  secured  convertible  term note and
issues Laurus the  Additional  Warrant.  The  Additional  Warrant 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.

         Laurus and the Company  further  agreed  that the  Company  will not be
required to pay  principal  due December 1, 2005  provided  that such  principal
payment and all overdue principal payments shall by paid in full on the maturity
date of the secured convertible term note.

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      Secured  Convertible Term Note dated February 11, 2005 issued to Laurus
         Master Fund, Ltd. (Incorporated by reference to Form 8-K filed with the
         Securities and Exchange Commission on February 18, 2005)
4.2      Common Stock Purchase Warrant dated November 18, 2005
10.1     Securities  Purchase  Agreement  dated February 11, 2005 by and between
         Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated
         by  reference  to Form 8-K  filed  with  the  Securities  and  Exchange
         Commission on February 18, 2005)
10.2     Registration  Rights  Agreement  dated February 11, 2005 by and between
         Science Dynamics Corporation and Laurus Master Fund, Ltd. (Incorporated
         by  reference  to Form 8-K  filed  with  the  Securities  and  Exchange
         Commission on February 18, 2005)
10.3     Amendment  and Waiver  dated as of  November  18,  2005 by and  between
         Science Dynamics Corporation and Laurus Master Fund, Ltd.

                                       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: November 21, 2005                  /s/ Paul Burgess
                                        ----------------------------------------
                                        Paul Burgess
                                        Chief Executive Officer

                                       2