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 29, 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)

                                  631-444-6862
              (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 4.02  Non-Reliance on Previously  Issued Financial  Statements or a Related
Audit Report or Completed Interim Review.

      On January 28, 2005 and February 11, 2005, Applied DNA Sciences, Inc. (the
"Company" or "we" or "us") closed on a private  placement of its  securities  in
which  it  sold  $7,371,000  in  aggregate   principal  amount  of  10%  secured
convertible  promissory notes (the "Notes") and warrants to purchase  14,742,000
shares of its common stock (the "Warrants").

      As previously disclosed, on May 16, 2006, our Board of Directors concluded
that its  previously  issued  financial  statements as of and for (i) the fiscal
year ended  September 30, 2005, and (ii) the three month periods ended March 31,
2005, June 30, 2005 and December 31, 2005,  should no longer be relied upon as a
result of the Company having erroneously  recorded the Warrants,  and the common
stock  issued upon the  conversion  of all of the Notes in  February,  2005,  as
"permanent equity."

      On September 29, 2006,  authorized  officers of the Company also concluded
that our previously  issued  financial  statements as of and for the three month
periods  ended  December 31, 2004,  March 31, 2006 and June 30, 2006,  should no
longer be relied upon as a result of the Company  having not  recorded  the fair
value of warrants  and options to acquire the  Company's  common stock issued to
non-employees  during the three  months  ended  December  31, 2004 and March 31,
2005, respectively, for services rendered to the Company.

      Accordingly,  we will restate our  financial  statements as of and for the
fiscal year ended September 30, 2005 by disclosing the effect of these errors in
an amended Form 10-KSB for the fiscal year ended September 30, 2005, and we will
restate our financial statements for the quarters ended December 31, 2004, March
31, 2005, June 30, 2005,  December 31, 2005, March 31, 2006 and June 30, 2006 by
disclosing  the effect of these  errors in amended  Form  10-QSB's for the three
month periods ended December 31, 2004,  March 31, 2005, June 30, 2005,  December
31, 2005, March 31, 2006 and June 30, 2006.

      Our failure to record the fair value of the warrants and options issued to
non-employees  during the quarters  ended March 31, 2004 and March 31, 2005 were
discovered in connection  with comments  raised by the  Securities  and Exchange
Commission (the "SEC") in their review and comment on the Registration Statement
on Form SB-2,  as amended,  that we filed with the SEC on February 15, 2005 (the
"Registration  Statement").   The  SEC  requested  that  we  provide  additional
disclosure   regarding  the  Company's   accounting  and  disclosure  of  equity
compensation  issued to  non-employees  in the form of  warrants  and options to
acquire the Company's common stock.  While reviewing and updating our disclosure
in response to the SEC's comments,  we discovered  these errors.  Our management
was alerted to the facts and  circumstances  regarding  the errors in accounting
for these  warrants and options.  Authorized  officers of the Company  discussed
this matter with the Company's  independent public accounting firm, which agreed
that the Company's annual and quarterly financial statements could not be relied
upon and needed to be restated.

      We are still  completing  our  analysis of the effects of these errors and
have not yet  quantified  the change in our results of operations  for any prior
periods.  Accordingly,  we are not yet  providing a  reasonable  estimate of the
change in previously reported results.






                                    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 29, 2006