SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RICCIARDI MICHAEL A

(Last)

(First)

(Middle)

7150 N. PARK DRIVE

SUITE 500

(Street)

PENNSAUKEN

08109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2006

3. Issuer Name and Ticker or Trading Symbol
SCIENCE DYNAMICS CORP [ SIDY.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,179,747⁽¹⁾	D
Common Stock	14,808,230⁽²⁾	I	Held by spouse⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (right to buy)	⁽⁴⁾	09/19/2016	Common Stock	1,250,000	$0.06	D
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	162,560	⁽⁵⁾	D
Series B Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	335,281	⁽⁵⁾	I	By spouse⁽⁶⁾

Explanation of Responses:

1. Excludes 948,270 shares of common stock, which are being held pursuant to an escrow agreement.

2. Excludes 1,955,804 shares of common stock, which are being held pursuant to an escrow agreement.

3. Such shares are held by his spouse and may be deemed to be beneficially owned by Mr. Ricciardi. However, Mr. Ricciardi specifically disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.

4. Pursuant to an incentive option granted as of September 19, 2006, Mr. Ricciardi was issued an option to purchase 1,250,000 shares of the company's common stock at $.06 per share. The option expires ten years from the date it was granted, subject to earlier termination as specified in the option agreement, and vests annual in one third increments over a three period, subject to earlier vesting as provided in the option agreement.

5. Each share of Series B Preferred Stock will automatically convert into common stock on September 18, 2007, at the conversion rate of 8 1/3 shares of common stock, subject to adjustment in the event of stock dividends, splits and other distribution, combinations of shares or reverse splits or other recapitalizations. The Company may at any time until September 18, 2007 redeem the Series B Preferred Stock at a redemption price of $0.50 per share.

6. Such shares are held by his spouse and may be deemed to be beneficially owned by Mr. Ricciardi. However, Mr. Ricciardi specifically disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.

	/s/ Michael Ricciardi	09/28/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.