SecProbe.io

CORRESP
1
filename1.htm

    corresp.htm

    Fulbright
      & Jaworski l.l.p.

    A
      Registered Limited Liability Partnership

    666
      Fifth
      Avenue, 31st Floor

    New
      York,
      New York 10103-3198

    www.fulbright.com

              mkraines@fulbright.com

              direct
                dial:  (212) 318-3261

              telephone:

              facsimile:

              (212)
                318-3000

              (212)
                318-3400

    September
      25, 2007

    VIA
      EDGAR AND FEDERAL EXPRESS

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E.

    Mail
      Stop
      3561

    Washington,
      D.C.  20549-3561

              Re:

              Applied
                DNA Sciences, Inc.

              Registration
                Statement on Form SB-2

              Filed
                January 15, 2005

              File
                No.
                333-122848

    Dear
      Mr.
      Riedler:

    On
      behalf
      of Applied DNA Sciences, Inc. (the “Company”), in response to the Staff’s
      comment letter dated August 28, 2007 (the “Comment Letter”) in connection
      with Amendment No. 8 to the Company’s above-referenced Registration Statement on
      Form SB-2 (the “Registration Statement”), we hereby submit proposed
      changes to the financial statements for your review.

    All
      responses to the comments set forth in this letter are submitted on behalf
      of
      the Company at its request.  All responses to the accounting comments
      were prepared by the Company in consultation with its independent
      auditors.  The following numbered paragraphs repeat the comments in
      the Comment Letter for your convenience, followed by the Company’s responses to
      those comments.

    Amendment
      No. 8 to Registration Statement on Form SB-2

    General

            1.
            Prior
              to requesting acceleration for effectiveness, please refer to Item
              310(g)
              of Regulation S-B and amend your registration statement on Form SB-2
              to
              provide updated audited financial statements for the years ended September
              30, 2006 and 2005, as well as unaudited interim financial statements
              and
              related information for the period ended June 30,
              2007.

              Austin
                ·
                Beijing
                ·
                Dallas
                ·
                Denver
                ·
                Dubai
                ·
                Hong
                Kong ·
                Houston ·
                London ·
                Los Angeles ·
                Minneapolis

              Munich
                ·
                New
                York ·
                Riyadh ·
                San Antonio ·
                St. Louis
                ·
                Washington DC

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      2

              Response:  We
                agree to update the financial statements in our amended registration
                statements in accordance with Item 310(g) of Regulation S-B prior
                to
                requesting effectiveness.

              Notes
                to Condensed Consolidated Financial Information

              Note
                I — Restatement of Quarterly Financial Statements, page
                F-45

              1.

              We
                acknowledge your proposed revisions in response to comment 2 as well
                as
                the supplemental tabular restatement information that you have presented
                for the three and nine months ended June 30, 2006 and for the period
                from
                inception through June 30, 2006. Please provide us with the clarifying
                information that follows and revise the disclosure in your filing
                accordingly.

              •

              It
                remains unclear based on the information provided how you calculated
                the
                $5,838,514 adjustment to selling, general and administrative
                expense.  Per page 29 of your May 1, 2007 response letter, it
                appears that the selling, general and administrative adjustment is
                $8,051,565, not $6,402,264. Please clarify for us how you derived
                the
                $5,838,514.

              •

              Similarly,
                please clarify how you determined the $4,117,500 portion of the September
                30, 2005 restatement adjustment to interest expense in deriving the
                $10,058,055 adjustment for the cumulative period ended June 30, 2006.
                In
                addition, your discussion in your response to comment 7d on page
                34 states
                that the $4,117,500 was charged to consulting fees, not interest
                expense.

              Response:  We
                note that the phrase “Per page 29 of your May 1, 2007 response letter” in
                the second paragraph of Comment number 1 on page 2 of your comment
                letter
                is inconsistent with our record of correspondence.  We have
                assumed such date has been included in error.  Accordingly, we
                have disregarded such date and replaced it with “May 9, 2007” in
                preparing this response letter.

              The
                following table summarizes the calculation of the $5,838,514 adjustment
                to
                selling, general and administrative expenses for the period from
                inception
                (September 1, 2002) through June 30, 2006.  Please refer to the
                table below which will outline inception to date numbers from (a)
                date of
                inception through September 30, 2005 (restated) and (b) date of inception
                through June 30, 2006 (restated):

        -2-

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      3

              Summary
                of changes in selling, general and administrative expenses from date
                of
                inception through September 30, 2005 resulting from errors in
                accounting

            $

              8,051,915

              Corrections
                of accounting errors previously included with initial filing of the
                June
                30, 2006 quarterly financial statements:

              Adjustment
                to fair value of common stock issued in settlement of related party
                debt

            (1,365,000
            )

              Penalties
                accrued due to late registration

            (384,651
            )

              Correction
                in value of shares issued for services rendered

              100,000

              Net
                carry forward adjustment from prior year (date of inception to September
                30, 2005):

              6,402,264

              Current
                period corrections of errors :

              Reclassification
                of the fair value of warrants issued to non employees in connection
                with
                financing activities to interest expense (d)

            (563,750
            )

              Net
                change in selling, general and administrative expenses from date
                of
                inception through June 30, 2006:

            $

              5,838,514

              The
                following table summarizes the calculation of the $4,117,500 portion
                of
                the September 30, 2005 restatement adjustment to interest expense
                and the
                changes in the interest expense from date of inception through June
                30,
                2006:

              Summary
                of changes in interest expense from date of inception through September
                30, 2005:

            $

              23,148,214

              Corrections
                previously included with initial filing of the June 30, 2006 quarterly
                financial statements

            (27,265,713
            )

              Net
                carry forward adjustment from prior year (date of inception through
                September 30, 2005)

            (4,117,499
            )

              Current
                year corrections

            (5,940,556
            )

              Net
                change (reduction) in interest expense from date of inception through
                June
                30, 2006:

            $
            (10,058,055
            )

              Verification:

              Corrected
                (restated) interest expense as from inception through September 30,
                2005:

            $

              33,884,446

              Initial
                inception to date interest expense as reported with initial June
                30, 2006
                quarterly financial statements:

            $

              47,119,730

              Less:  Year
                to date interest as reported with initial June 30, 2006 financial
                statements:

            (9,117,785
            )

              Inception
                to September 30, 2005 interest expense as per initial filing of June
                30,
                2006 quarterly financial statements:

              38,001,945

              Carry
                forward adjustment to June 30, 2006 restatement:

            $
            (4,117,499
            )

        -3-

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      4

    Note
      J
– Restatement of June 30, 2005 Quarterly Financial Statements, page
      F-48

              2.

              We
                acknowledge your response to comment 4 and reissue our comment. Please
                confirm that you will timely amend your June 30, 2007 Form 10-QSB
                to
                reflect the revised restatement information that you ultimately present
                in
                your Form SB-2 at the conclusion of our related comment
                process.

              Response:  We
                confirm that we will timely amend our June 30, 2007 Form 10-QSB to
                reflect
                the revised restatement information that we ultimately present in
                our Form
                SB-2 at the conclusion of our related comment
                process.

    Notes
      to (Audited) Consolidated Financial Statements (Restated)

    Note
      M
– Restatement of Financial Statements, page F-91

              3.

              Please
                confirm that you will timely amend your September 30, 2006 Form 10-KSB
                to
                reflect the revised restatement information that you ultimately present
                in
                your Form SB-2 at the conclusion of our related comment
                process.

              Response:  We
                confirm that we will timely amend our September 30, 2006 Form 10-KSB
                to
                reflect the revised restatement information that is ultimately presented
                in our Form SB-2 at the conclusion of the related comment
                process.

        -4-

    Mr.
      Jeffrey P. Riedler

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    September
      25, 2007

    Page
      5

    If
      you
      have any additional comments or questions, please feel free to contact the
      undersigned at (212) 318-3261.

              Very
                truly yours,

            /s/
              Merrill
              M. Kraines

              Merrill
                M. Kraines

    Enclosures

              cc:

              Mr.
                John Krug, Senior Staff Attorney

              Mary
                Mast, Senior Accountant

              Amy
                Bruckner, Staff Accountant

              James
                A. Hayward, Applied DNA Sciences,
                Inc.

-5-