SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                 FORM 12b-25

                            Commission File Number   0-10690
                                                 --------------

                          NOTIFICATION OF LATE FILING

(Check One):  [X]Form 10-KSB  [ ]Form 11-K  [ ]Form 20-F  [ ]Form 10-QSB
              [ ]Form N-SAR

                 For Period Ended:  DECEMBER 31, 2002
                                    -----------------

                 [  ]     Transition Report on Form 10-K
                 [  ]     Transition Report on Form 20-F
                 [  ]     Transition Report on Form 11-K
                 [  ]     Transition Report on Form 10-Q
                 [  ]     Transition Report on Form N-SAR

                 For the Transition Period Ended:
                                                  ---------------------------

 READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.  PLEASE PRINT OR TYPE.

   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 the notification relates:

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                       PART I - REGISTRANT INFORMATION

                         Science Dynamics Corporation
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                            Full name of registrant

                                      n/a
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                           Former name if applicable

                         2059 Springdale Road, Suite 100
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              Address of principal executive office (STREET AND NUMBER)

                             Cherry Hill, NJ 08003
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                            City, state and zip code



                        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 box if appropriate.)

     (a)   |   The reasons described in reasonable 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 on Form 10-K, 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, or portion thereof
           |   will be filed on or before the fifth calendar day following the
           |   prescribed due date; and
           |
     (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 Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.  (Attach extra sheets if needed.)


Management is still awaiting review by and approval of the Company's auditors
of the financial reports for the period ended December 31,2002.  As a result,
additional time is needed to file the report.



                         PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification

           Alan C. Bashforth                   856                424-0068
         --------------------------     -----------        ------------------
                  (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
         reflected by the earnings statements to be included in the subject
         report or portion thereof?
                                                                [ ] Yes  [X] 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.


                             Science Dynamics Corporation
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date: March 31, 2003                       By: /s/ Alan C. Bashforth
      --------------                       ---------------------------
                                           Alan C. Bashforth
                                           President/CEO

INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.