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): February 11, 2005

                           Applied DNA Sciences, Inc.
             (Exact name of registrant as specified in its charter)



          Nevada                       002-90539               59-2262718
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


             9229 Sunset Boulevard, Suite 83, Los Angeles, CA 90069
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (310) 860-1362

                                   Copies to:
                              Andrea Cataneo, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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.

     On February 11, 2005, Applied DNA Sciences, Inc. (the "Company"), closed on
the second, and final round of financing in its private  placement.  The Company
sold an aggregate of $1,391,000  in secured  convertible  promissory  notes (the
"Notes")  to 19  investors  in this  round.  The  investors  received  2,782,000
warrants (the  "Warrants"),  or two warrants for each dollar of Notes purchased.
The Notes and the  Warrants  were  issued  in a  private  placement  transaction
pursuant to Section 4(2) under the  Securities  Act of 1933.  Combined  with the
closing on January 28, 2005,  the Company sold an  aggregate  of  $7,361,000  in
secured convertible  promissory notes and issued 14,722,000 warrants to 62 total
investors.

     The Notes bear interest at 10% per annum,  mature one year from the date of
issuance,  and are convertible:  into shares of common stock of the Company at a
price of $0.50 per share (i) at the holder's option; or (ii)  automatically upon
the  Company's  filing  of  a  registration  statement  registering  the  shares
underlying the Notes and Warrants.  In the event that Company fails to repay the
Notes and accrued  interest when due, the Notes shall be convertible into shares
of the  Company's  common stock at the  holder's  option at a price of $0.33 per
share.

     The full  principal  amount of the Notes,  plus a default  interest rate of
12%, is due upon a default under the terms of the Notes. In addition, we granted
the  investors  a  security  interest  in  substantially  all of our  assets and
intellectual property. We are required to file a registration statement with the
Securities and Exchange  Commission on of before  February 15, 2005,  which will
include the common stock underlying the Notes and Warrants.  If the registration
statement is not declared  effective within 120 days from February 15, 2005, the
Company is required to pay liquidated  damages to the investors in the amount of
3.5% per month of the face amount of the Notes,  which liquidated  damages shall
be paid in  shares of  Company  common  stock or cash,  at the  election  of the
Company.

     Each Warrant is exercisable  for a period of five years at a price of $0.75
per share, subject to certain adjustments. The exercise price of the Warrants is
subject to adjustment for subsequent  lower price  issuances by the Company,  as
well  as  customary  adjustment  provisions  for  stock  splits,   combinations,
dividends  and the like.  The  investors may exercise the warrants on a cashless
basis if the shares of common  stock  underlying  the  Warrants  are  registered
pursuant  to  an  effective  registration  statement.  At  any  time  after  the
registration  statement is effective,  the Warrants are callable by the Company,
upon 10 days written notice, should the common stock trade at or above $1.25 per
share for 20 consecutive trading days.

     The Company paid the  placement  agent of the  offering,  Vertical  Capital
Partners, Inc., a commission fee of 10% of the proceeds of the offering and a 3%
non-accountable  expense  allowance.  In  addition,  Vertical  Capital  Partners
received 727,000 shares of common stock,  which is equal to 10% of the number of
shares  convertible  under the  secured  convertible  notes that it placed  with
investors.

Item 2.03 Creation of a Direct Financial Obligation.

         See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

         See Item 1.01 above.


                                       2

Item 9.01 Financial Statements and Exhibits.

(a)      Financial statements of business acquired.

         Not applicable.

(b)      Pro forma financial information.

         Not applicable.

(c)      Exhibits.

Exhibit Number      Description
-------------- -----------------------------------------------------------------
4.1            Form of Subscription Agreement, previously filed.

4.2            Form  of 10%  Secured  Convertible  Promissory  Note,  previously
               filed.

4.3            Form of Warrant Agreement, previously filed.

4.4            Registration  Rights Agreement,  dated January 28, 2005,  between
               the Company and Vertical Capital Partners, Inc., on behalf of the
               investors, previously filed.

4.5            Security  Agreement,  dated January 28, 2005, between the Company
               and Vertical Capital Partners,  Inc., on behalf of the investors,
               previously filed.


                                       3


                                   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 hereunto duly authorized.

                                                Applied DNA Sciences, Inc.


Date: February 11, 2005                         /s/ PETER BROCKLESBY
                                                --------------------
                                                Peter Brocklesby
                                                President