<PAGE>

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

                                   FORM 10-QSB
                 X QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
               ---     THE SECURITIES EXCHANGE ACT OF 1934

                     For the six month period ended JANUARY 31, 2003

               ____TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from _____to_____

                        Commission file number 000-23399

                               NOVADEL PHARMA INC.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                     22-2407152
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization                     Identification No.)

              31 State Highway 12
            Flemington, New Jersey                           08822
   (Address of Principal Executive Offices)               (Zip Code)

                                  (908)782-3431
                           (Issuer's telephone number)

         Check whether the issuer (1) 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
                                                                      ---   ---
                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Sections  12,  13 or  15(d)  of the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court. Yes___No__

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 14,548,509 shares of common
stock outstanding as of January 31, 2003.

           TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):

                                 YES    NO  X
                                    ---    ---


<PAGE>



                               NOVADEL PHARMA INC.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                              January 31            July 31,
                                                                 2003                 2002
                                                            ----------------     ----------------
                                                              (Unaudited)           (Note 1)
<S>                                                              <C>                 <C>
                                    ASSETS
CURRENT ASSETS:
  Cash                                                           $1,524,000          $ 3,314,000
  Accounts receivable - trade, less allowance for
    doubtful accounts of $88,000 at  January 31, 2003 and
    July 31, 2002                                                         -                1,000
  Prepaid expenses and other current assets                         161,000               96,000
                                                            ----------------     ----------------
            Total Current Assets                                  1,685,000            3,411,000
                                                            ----------------     ----------------

FURNITURE, FIXTURES, AND EQUIPMENT, LESS
  ACCUMULATED DEPRECIATION                                          441,000              406,000

OTHER ASSETS                                                         26,000               22,000
                                                            ----------------     ----------------
                                                                 $2,152,000          $ 3,839,000
                                                            ================     ================
     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES:
  Accounts payable-trade                                          $ 368,000           $  125,000
  Accrued expenses and other current liabilities                    529,000              191,000
                                                            ----------------     ----------------
    Total Current Liabilities                                       897,000              316,000
                                                            ----------------     ----------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIENCY):
   Preferred stock, $.01 par value:
        Authorized 1,000,000 shares, none issued
   Common stock, $.001 par value:
        Authorized - 50,000,000 shares
           Issued and outstanding 14,548,509 and 14,448,817;
           respectively                                              15,000               14,000
   Additional paid-in capital                                    14,536,000           13,322,000
   Accumulated Deficit                                         (13,296,000)          (9,813,000)
                                                            ----------------     ----------------
           Total Stockholders' Equity (Deficiency)                1,255,000            3,523,000
                                                            ----------------     ----------------
                                                                 $2,152,000          $ 3,839,000
                                                            ================     ================

</TABLE>


See accompanying notes to financial statements.


                                       2
<PAGE>




                               NOVADEL PHARMA INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                            Three Months Ended                       Six Months Ended
                                                               January 31,                             January 31,

                                                    --------------------------------------------------------------------------
                                                         2003                  2002                2003             2002
                                                    ----------------      ----------------   -----------------  --------------


<S>                                                         <C>                  <C>                <C>                <C>
CONSULTING REVENUES                                               -              $183,000                   -        $255,000

CONSULTING, SELLING, GENERAL AND
    ADMINISTRATIVE EXPENSES                               1,871,000               548,000           3,600,000         872,000
                                                    ----------------      ----------------   -----------------  --------------

LOSS FROM OPERATIONS                                    (1,871,000)             (365,000)         (3,600,000)       (617,000)

BUY-OUT OF CONSULTANT'S

CONTRACT                                                          -              (33,000)                   -        (33,000)

INTEREST INCOME                                              18,000                10,000              33,000          15,000
                                                    ----------------      ----------------   -----------------  --------------

NET LOSS BEFORE TAXES                                   (1,853,000)             (388,000)         (3,567,000)       (635,000)

DEFFERED INCOME TAX BENEFIT                                  84,000                88,000              84,000          88,000
                                                    ----------------      ----------------   -----------------  --------------

NET LOSS                                               $(1,769,000)            $(300,000)        $(3,483,000)      $(547,000)
                                                    ================      ================   =================  ==============

BASIC AND DILUTED LOSS PER SHARE                             $(.12)                $(.03)              $(.24)          $(.06)
                                                    ================      ================   =================  ==============

SHARES USED IN COMPUTATION OF
    BASIC  AND DILUTED LOSS PER
    SHARE                                                14,542,821             9,942,291          14,526,172       8,833,596
                                                    ================      ================   =================  ==============

</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>

                               NOVADEL PHARMA INC.

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                  Common Stock
                                        ---------------------------------
                                                                                                                  Stockholders'
                                                               Par             Paid-in           Accumulated         Equity
                                           Shares             Value            Capital             Deficit        (Deficiency)
                                        --------------   ----------------  ----------------   ------------------ ----------------
<S>                                     <C>                  <C>            <C>                 <C>                <C>
BALANCE, JULY 31, 2002                     14,448,817           $ 14,000       $13,322,000         $(9,813,000)       $3,523,000
SIX  MONTHS ENDED JANUARY 31, 2003  -
Shares issued for Warrants exercised           99,692              1,000             9,000                    -           10,000
Options issued for services                         -                  -         1,198,000                    -        1,198,000
Warrants issued for services                        -                  -             7,000                    -            7,000
  Net Loss                                          -                  -                 -          (3,483,000)      (3,483,000)
                                        --------------   ----------------  ----------------   ------------------ ----------------
BALANCE, JANUARY 31, 2003                  14,548,509           $ 15,000       $14,536,000        $(13,296,000)       $1,255,000
                                        ==============   ================  ================   ================== ================
</TABLE>



See accompanying notes to financial statements.


                                       4
<PAGE>

                               NOVADEL PHARMA INC.

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                      Six Months Ended
                                                                                        January 31,
                                                                         -------------------------------------------
                                                                              2003                       2002
                                                                         ----------------          -----------------
<S>                                                                             <C>                        <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net  (loss)                                                               $(3,483,000)                 $(547,000)
  Adjustments to reconcile net income (loss) to net cash
      flows from operating activities:
      Warrants issued for Services                                                 7,000                     40,000
      Options Issued for Services                                              1,198,000                          -
      Shares issued for Warrants exercised                                        10,000                          -
      Depreciation & Amortization                                                 74,000                     28,000
      Allowance for Doubtful Accounts                                                  -                      6,000
  Changes in operating assets and liabilities:
      Accounts receivable                                                          1,000                   (52,000)
      Prepaid expenses and other current assets                                 (65,000)                   (35,000)
      Demand note receivable, officer                                                  -                     60,000
      Due from joint venture partner for reimbursable expenses                         -                    (4,000)
      Other Assets                                                               (4,000)                    (1,000)
      Accounts payable - trade                                                   243,000                    114,000
      Accrued expenses and other current liabilities                             338,000                    149,000
                                                                         ----------------          -----------------
  Net cash flows from operating activities                                   (1,681,000)                  (242,000)
                                                                         ----------------          -----------------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Purchase of property and equipment                                           (109,000)                   (81,000)
                                                                         ----------------          -----------------
CASH FLOWS FROM FINANCING ACTIVITIES - Proceeds received from issuance of common
  stock through
    a private placement offering                                                       -                  2,984,000
                                                                         ----------------          -----------------
NET CHANGE IN CASH                                                           (1,790,000)                  2,661,000

CASH, BEGINNING OF PERIOD                                                      3,314,000                    585,000
                                                                         ----------------          -----------------
CASH, END OF PERIOD                                                           $1,524,000                 $3,246,000
                                                                         ================          =================

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                                                      $ -                        $ -
                                                                         ================          =================
  Income taxes paid
                                                                                     $ -                        $ -
                                                                         ================          =================
</TABLE>

See accompanying notes to financial statements.

                                       5
<PAGE>


                               NOVADEL PHARMA INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 -  BASIS OF PRESENTATION:

          The  balance  sheet at the end of the  preceding  fiscal year has been
          derived from the audited balance sheet contained in the Company's Form
          10-KSB and is presented for comparative purposes.  All other financial
          statements   are  unaudited.   In  the  opinion  of  management,   all
          adjustments, which include only normal recurring adjustments necessary
          to present  fairly the financial  position,  results of operations and
          cash flows for all  periods  presented,  have been made in the interim
          statements.   Results  of  operations  for  interim  periods  are  not
          necessarily indicative of the operating results for a full year.

          The accompanying financial statements have been prepared assuming that
          the Company will  continue as a going  concern.  The Company  believes
          that its current  cash levels will be  sufficient  to satisfy its cash
          requirements for the next three (3) months. However, beyond this point
          there is  substantial  doubt about the  Company's  ability to continue
          operations without obtaining  additional financing and/or consummating
          a strategic alliance with a well-funded business partner.  There are a
          number of risks and uncertainties  related to the Company's attempt to
          complete a financing  or  strategic  partnering  arrangement  that are
          outside the control of the Company. We may not be able to successfully
          obtain additional  financing on terms acceptable to the Company, or at
          all. These  uncertainties  raise substantial doubt as to the Company's
          ability to continue as a going concern.

          Footnote   disclosures   normally  included  in  financial  statements
          prepared in accordance with generally accepted  accounting  principles
          have  been  omitted  in  accordance   with  the  published  rules  and
          regulations of the Securities and Exchange  Commission.  The financial
          statements  in this  report  should  be read in  conjunction  with the
          financial  statements and notes thereto included in the Form 10-KSB of
          NOVADEL PHARMA INC. (the "Company"), for the year ended July 31, 2002.

NOTE 2 -  PREPAID EXPENSES AND OTHER CURRENT ASSETS:

          Approximately   $94,000  of  prepaid  supplies;   $62,000  of  prepaid
          insurance  and $5,000 of employee  loan are  included in the  $161,000
          total.

          ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

          Approximately  $201,000  of  accrued  employee  vacation;  $264,000 of
          accrued  payroll, related payroll taxes and guaranteed bonus (see Note
          5);  $51,000  of  accrued  clinical study costs and $10,000 of accrued
          legal  and  professional  fees are included in the $529,000 total. The
          remainder  is  other  accrued  expenses and other current liabilities.

NOTE 3-   STOCK OPTIONS AND WARRANTS:

          In October  2002,  the Company  issued  75,000  options under the 1998
          option  plan and  200,000  non-plan  options to its  president.  These
          options vest  immediately,  have an exercise price of $1.30 and expire
          during October 2007.

          In  November  2002,  the  Company  decided  to extend for one year the
          expiration  date of its publicly traded warrants (i.e. to November 18,
          2003). All other provisions of the warrants remain unchanged.


                                       6
<PAGE>

          In December  2002,  pursuant to an employment  agreement  with Gary A.
          Shangold, M.D. (see Note 5, below) 1,000,000 options were issued at an
          exercise price of $1.93 per share with a 5 year life. The options vest
          and become exercisable in three equal annual  installments  commencing
          December 1, 2003

NOTE 4 -  DEFERRED INCOME TAX BENEFIT:

          During December 2002, the Company  received  approximately  $84,000 as
          consideration for transferring  approximately $1,116,000 of New Jersey
          net operating loss tax benefit to a third party corporation buyer. The
          Technology  Tax  Certificate  Transfer  Program for  transferring  net
          operating  loss and R & D tax  benefits is the  responsibility  of New
          Jersey Economic Development Authority.

NOTE 5 -  CONTRACTS:

          In December  2002,  the Company  entered into a three-year  employment
          agreement with Gary A. Shangold,  M.D.  pursuant to which he agreed to
          serve as the Company's  President  and Chief  Executive  Officer.  The
          Company  agreed to pay Dr.  Shangold an annual base salary of $350,000
          and a guaranteed  bonus of  $150,000.  In  addition,  Dr.  Shangold is
          eligible  to  receive:  (i) an  annual  discretionary  bonus  of up to
          $262,500,  which shall be  determined  at the sole  discretion  of the
          Board; and (ii) an investment and fee bonus equal to 5% of all amounts
          up to an  aggregate of  $7,500,000  (i.e.,  $375,000)  invested in, or
          earned by, the Company  during his term.  The Company is  obligated to
          pay Dr.  Shangold at least  $200,000 on or before June 30, 2003.  Such
          investment and fee bonus shall be reduced by certain proceeds received
          by Dr. Shangold from his former  employer.  Pursuant to the agreement,
          Dr. Shangold was also granted  non-plan options (see Note 3, above) to
          purchase  1,000,000  shares  of  the  Company's  common  stock  (at an
          exercise  price of $1.93  per  share)  which  vest  over a three  year
          period.




                                       7
<PAGE>

                               NOVADEL PHARMA INC.

Part I, Item 2.  Management's Discussion and Analysis

Novadel  Pharma  inc., a Delaware  corporation  (the  "Company"),  is engaged in
development of novel  application drug delivery  systems for presently  marketed
prescription and over-the-counter ("OTC") drugs and has been a consultant to the
pharmaceutical  industry.  Since  1992,  the  Company  has used  its  consulting
revenues to fund its own product development activities.

Since its  inception,  substantially  all of the  Company's  revenues  have been
derived  from its  consulting  activities.  The  Company  has had a  history  of
recurring  losses  from  operation,  giving  rise  to  an accumulated deficit at
January  31,  2003 of approximately $13,296,000. For the 6 months ending January
31,  2003,  the  Company  has  had no revenue from consulting as the Company has
shifted  its  emphasis  away from product development consulting for its clients
and  to  development  of  its  own  products.

For the  reasons  stated  above,  the  Company  anticipates  that it will  incur
substantial  operating  expenses in connection  with the testing and approval of
its  proposed  delivery  systems,  and  expects  these  expenses  will result in
continuing and significant  operating  losses until such time, if ever, that the
Company is able to achieve adequate sales levels.

In view of the Company's very limited resource, its anticipated expenses and the
competitive environment in which the Company operates, there can be no assurance
that its  operations  will be sustained  for the duration of the current  fiscal
year.

RESULTS OF OPERATIONS

THE SIX MONTHS  ENDED  JANUARY  2003 [THE "2003  PERIOD"]  AND JANUARY 2002 [THE
"2002 PERIOD"]

Operating  revenues for the 2003 Period decreased  approximately  $255,000 to $0
from $255,000 for the 2002 Period.

Total costs and expenses for the 2003 Period increased approximately  $2,728,000
or 313% to $3,600,000 from $872,000 for the 2002 Period.  This increase includes
approximately: $1,498,000 in consultants fees primarily due to a non-cash charge
of  approximately  $1,205,000  for options and warrants  issued to  consultants;
$520,000 in payroll expense primarily due to the establishment of a vacation pay
accrual and hiring of  additional  employees;  $320,000 in legal &  professional
fees;  $147,000 in laboratory  testing and clinical  studies  costs;  $51,000 in
employee  recruiting;  $47,000 in insurance expenses due to additional employees
and generally  increased  premiums;  $46,000 in  depreciation  and  amortization
expense due to the earlier purchases of internal laboratory  equipment;  $29,000
in inside  laboratory  supplies  expenses;  $29,000 in trade show and conference
expenses;  $29,000  in  travel  expenses;  $14,000  in  office  expenses  due to
additional employees and $12,000 in automobile expenses.

Costs and  expenses  decreases  for the 2003  period,  as  compared  to the 2002
period, includes approximately: $33,000 in buy-out of contract with a consultant
and $17,000 in public  company  expenses due primarily to a decrease in printing
costs.

Interest income increased  approximately $18,000 or 120% to $33,000 for the 2003
Period  from  $15,000  for the 2002  Period  due to an  increased  average  cash
balance.

Deferred  income  tax  benefit  for the 2003  period was  approximately  $84,000
compared to approximately  $88,000 for the 2002 period.  These benefits resulted
from the sale of the Company's New Jersey net operating losses.

The resulting net loss for the 2003 Period was $3,483,000 compared to a net loss
of $547,000 for the 2002 Period.


                                       8
<PAGE>


THE THREE  MONTHS ENDED  JANUARY 2003 [THE "2003  PERIOD"] AND JANUARY 2002 [THE
"2002 PERIOD"]

Operating  revenues for the 2003 Period decreased  approximately  $183,000 to $0
from $183,000 for the 2002 Period.

Total costs and expenses for the 2003 Period increased approximately  $1,323,000
or 241% to $1,871,000 from $548,000 for the 2002 Period.  This increase includes
approximately:  $716,000 in consultants  fees primarily due to a non-cash charge
of  approximately  $599,000  for options  and  warrants  issued to  consultants;
$372,000 in payroll expense primarily due to the establishment of a vacation pay
accrual and hiring of  additional  employees;  $113,000 in legal &  professional
fees;  $49,000 in employee  recruiting;  $25,000 in  insurance  expenses  due to
additional  employees  and  increased  premiums;  $21,000  in  depreciation  and
amortization  expense  due to  the  earlier  purchases  of  internal  laboratory
equipment;  $20,000 in travel expenses;  $10,000 in inside  laboratory  supplies
expenses;  $9,000 in laboratory testing and clinical studies costs and $8,000 in
automobile expenses.

Costs and  expenses  decreases  for the 2003  period,  as  compared  to the 2002
period,  includes   approximately:   $33,000  in  buy-out  of  contract  with  a
consultant;  $18,000 in public  company  expenses  due  primarily  to  decreased
printing costs and $6,000 in bad debt expense.

Interest income  increased  approximately  $8,000 or 80% to $18,000 for the 2003
Period  from  $10,000  for the 2002  Period  due to an  increased  average  cash
balance.

Deferred  income  tax  benefit  for the 2003  period was  approximately  $84,000
compared to approximately  $88,000 for the 2002 period.  These benefits resulted
from the sale of the Company's New Jersey net operating losses.

The resulting net loss for the 2003 Period was $1,769,000 compared to a net loss
of $300,000 for the 2002 Period.

LIQUIDITY AND CAPITAL RESOURCES

Net cash  used in  operating  activities  approximated  $1,681,000  for the 2003
Period  compared  to net cash  used in  operating  activities  of  approximately
$242,000 for the 2002 Period. Net cash used in operating activities for both the
2003 and 2002 periods was primarily  attributable  to the net loss of $3,483,000
and $547,000, respectively. For the 2003 period, $109,000 was used for investing
activities  compared  to  $81,000  for the 2002  Period.  For the  2002  period,
$2,984,000 was received from financing activities.  Total cash flow for the 2003
period decreased  approximately  $1,790,000 as compared to a $2,661,000 increase
for the 2002 period.

The Company  believes that it currently has sufficient  cash to satisfy its cash
requirements for at least the next three (3) months.  However, beyond this point
there is substantial  doubt about the Company's  ability to continue  operations
without obtaining  additional financing and/or consummating a strategic alliance
with  a  well-funded  business  partner.   There  are  a  number  of  risks  and
uncertainties  related to the  Company's  attempt to  complete  a  financing  or
strategic partnering arrangement that are outside the control of the Company. We
may not be able to successfully obtain additional  financing on terms acceptable
to the Company, or at all. These uncertainties raise substantial doubt as to the
Company's  ability to continue as a going concern.  The Company's  auditors have
qualified  their audit opinion with regard to the Company's  ability to continue
as a going concern.

INFLATION

The Company does not believe  that  inflation  has had a material  effect on its
results  of  operations  during  the past three  fiscal  years.  There can be no
assurance  that the Company's  business will not be affected by inflation in the
future.



                                       9
<PAGE>


Part 1, Item 3.  Controls and Procedures

Within the 90-day period prior to the date of this report,  our Chief  Executive
Officer and Chief  Financial  Officer  performed an evaluation of our disclosure
controls and  procedures,  which have been designed to permit us to  effectively
identify and timely  disclose  important  information.  They  concluded that the
controls and procedures  were effective.  Since the date of the  evaluation,  we
have made no  significant  changes in our internal  controls or in other factors
that could significantly affect our internal controls.


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

          None

Item 2.  Changes in Securities

          In August 2002, the Company issued 85,922 common shares to satisfy the
          cashless exercise of 136,482 warrants.

          In December  2002 the Company  issued  13,770 common shares to satisfy
          the exercise of 13,770 warrants.

Item 3.  Defaults Upon Senior Securities

          N/A

Item 4.  Submissions of Matters to a Vote of Security Holders



          N/A

Item 5.  Other Information

          N/A

Item 6.  Exhibits List and Reports on Form 8-K


         (a)      List of Exhibits

**                Exhibit 10.26  Employment  Agreement  Dated  December 3, 2002,
                                 between the Company and Gary A. Shangold, M.D.

**                Exhibit 10.27  Amendment  #1 of  Employment  Agreement  Dated
                                 December 22, 2002,  between the Company and
                                 Gary A.  Shangold, M.D.

                  Exhibit 11.    Statement re: computation of earnings per share
                                 for the six months ended January 31, 2003

                  Exhibit  99.1. Certification of  Chief  Executive Officer and
                                 Chief Financial Officer

         b)       Reports on Form 8-K
                      None

**       Filed herewith

                                       10
<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 thereunto duly authorized.



                                                      NOVADEL PHARMA INC



Dated:  March 10, 2003                By:      /s/ Gary Shangold, M.D.
       ---------------                        ---------------------------------
                                              Gary Shangold, M.D., President
                                              (Principal Executive Officer)



Dated:  March 10, 2003                By:      /s/  Donald J. Deitman
        --------------                        ---------------------------------
                                              Donald J. Deitman
                                              Chief Financial Officer










                                       11
<PAGE>





                                  CERTIFICATION

I, Gary Shangold, M.D., certify that:
   -------------------

1. I have reviewed this quarterly report on Form 10-QSB of NovaDel Pharma Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) Designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  Presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) All significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors and material weaknesses in internal controls; and

         b) Any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  March 10, 2003
       --------------

Gary Shangold, M.D.
President & Chief Executive Officer

/s/ Gary Shangold, M.D.
-----------------------
       (Signature)

                                       12
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                                  CERTIFICATION

I, Donald J. Deitman, certify that:
   ------------------

1. I have reviewed this quarterly report on Form 10-QSB of NovaDel Pharma Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) Designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) Evaluated the effectiveness of the registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c)  Presented  in this  quarterly  report  our  conclusions  about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date.

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) All significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors and material weaknesses in internal controls; and

         b) Any fraud,  whether or not  material,  that  involves  management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: March 10, 2003
      --------------

Donald J. Deitman
Chief Financial Officer

/s/ Donald J. Deitman
---------------------
      (Signature)

                                       13
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