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): September 1, 2006

                            Applied DNA Sciences, Inc
               (Exact Name of Registrant as Specified in Charter)


           Nevada                   002-90539                  59-2262718
      (State or Other        (Commission File Number)        (IRS Employer
       Jurisdiction                                       Identification No.)
     of Incorporation)


                       25 Health Sciences Drive, Suite 113
                           Stony Brook, New York 11790
               (Address of Principal Executive Offices) (Zip Code)

                                  631-444-6861
              (Registrant's telephone number, including area code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


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.
Item 3.02 Unregistered Sales of Equity Securities.

      On September 1, 2006,  Applied DNA  Sciences,  Inc., a Nevada  corporation
(the "Company"),  issued warrants to purchase an aggregate of 18,400,000  shares
of the Company's common stock  exercisable for a period of five years commencing
on September 1, 2006,  at a price of $0.09 per share,  the closing  price of the
Company's  common stock on the date of issuance.  Each such warrant provides its
holder unlimited piggyback  registration rights with respect to any registration
statement filed by the Company.  These warrants  include warrants to purchase an
aggregate of 6,400,000  shares of the Company's common stock that were issued to
James A. Hayward,  a director and the Company's  Chief  Executive  Officer,  and
warrant to purchase  6,000,000  shares of the  Company's  common  stock that was
issued to Timpix  International  Limited,  a British Virgin Islands  corporation
whose sole director is Jun-Jei Sheu, a director and the Chairman of the Board of
Directors of the Company.

      On  September  1, 2006,  the  Company  also  issued a warrant to  purchase
250,000 shares of the Company's  common stock to Sanford R. Simon, a director of
the Company,  and a warrant to purchase  250,000 shares of the Company's  common
stock to Yacov  Shamash,  a  director  of the  Company.  Each  such  warrant  is
exercisable  for a period  commencing on March 17, 2007,  and expiring on August
31,  2011,  at a price of $0.09 per share,  the closing  price of the  Company's
common stock on the date of issuance of the warrants. Each such warrant provides
its  holder  unlimited  piggyback   registration  rights  with  respect  to  any
registration statement filed by the Company

      The Company claims an exemption from the registration  requirements of the
Securities Act for the private  placement of these warrants  pursuant to Section
4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits

      (d)   Exhibits.

      Exhibit 10.1      Form of Warrant  of Applied DNA  Sciences,  Inc.








                                    SIGNATURE

      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.

                                       Applied DNA Sciences, Inc.
                                       (Registrant)



                                       By: /s/ James  Hayward
                                       --------------------------------------
                                       James Hayward
                                       Chief Executive Officer




Date: September 7, 2006