FORM 10-QSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2004
                                                 --------------

                                       OR

              [ ] Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        For the transition period from _______________ to _______________

                         Commission file number 0-21384

                        Digital Descriptor Systems, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                                23-2770048
-------------------------------                          -----------------------
(State or other jurisdiction of                               (I.R.S. employer
 incorporation or organization)                           identification number)

                2150 Highway 35, Sea Girt, New Jersey     08750
            --------------------------------------------------------
            (Address of principal executive offices)   (Zip Code)

       Registrant's Telephone number, including area code: (732) 359-0260
                                                           --------------

  ----------------------------------------------------------------------------
  (former, name, address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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

State the number of shares  outstanding of each of the  Registrant's  classes of
common stock, as of the latest practicable date.

                                                      Outstanding at
                  Class of Common Stock                May 14, 2004
                  ---------------------             ------------------
                     $.001 par value                145,958,423 Shares

          Transitional Small Business Disclosure Format Yes ___ No _X_



                                      -1-
<PAGE>

                                   FORM 10-QSB
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                        DIGITAL DESCRIPTOR SYSTEMS, INC.

                                      Index

PART I - FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Balance Sheets at March 31, 2004 (Unaudited) and December 31,
                  2003

                  Statements of Operations for the three months ended March 31,
                  2004 and 2003 (Unaudited)

                  Statements of Cash Flows for the three months ended March 31,
                  2004 and 2003 (Unaudited)

                  Notes to Financial Statements - March 31, 2004 (Unaudited)

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.

         Item 3.  Control and Procedures


PART II - OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities and Use of Proceeds

         Item 3.  Defaults Upon Senior Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K




                                      -2-
<PAGE>

SIGNATURES



                                      -3-
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             March 31     December 31
                                                               2004           2003
                                                            ----------    ----------
                                                           (Unaudited)
<S>                                                         <C>           <C>
ASSETS
Current assets:
   Cash                                                     $   60,973    $   51,264
   Restricted cash                                                 569           593
   Accounts receivable, less allowance for uncollectible
      accounts of $37,618 (unaudited) and $46,841 in
      2004 and 2003, respectively                               73,144       136,329
   Prepaid expenses                                             61,240        63,600
   Debt discount and deferred financing costs                  212,006       300,430
                                                            ----------    ----------
Total current assets                                           407,932       552,216

   Deposits and other assets                                     1,730         1,730
                                                            ----------    ----------
Total assets                                                $  409,662    $  553,946

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
   Accounts payable                                         $  223,241    $  214,771
   Accrued expenses                                            291,521       306,029
   Accrued interest                                            418,415       353,214
   Due to officer and director                                  16,290        55,620
   Deferred income                                             339,597       382,878
   Convertible debentures                                    1,891,337     1,846,837
                                                            ----------    ----------
Total current liabilities                                    3,180,401     3,159,349

Total liabilities                                           $3,180,401    $3,159,349
                                                            ----------    ----------
</TABLE>


                                      -4-
<PAGE>

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                           BALANCE SHEETS (continued)

<TABLE>
<CAPTION>
                                                                   March 31        December 31
                                                                     2004             2003
                                                                 ------------     ------------
                                                                  (Unaudited)
<S>                                                              <C>              <C>
Shareholders' deficiency:
   Preferred Stock, $.01 par value, authorized shares -
     1,000,000; issued and outstanding - none                              --               --
   Common Stock, $.001 par value, authorized shares -
     150,000,000; issued and outstanding shares - 145,958,423
     and 115,958,423 at March 31, 2004 and December 31, 2003,
     respectively                                                     145,958          115,958
   Additional paid-in capital                                      17,684,600       17,627,600
   Accumulated deficit                                            (20,601,297)     (20,348,961)
                                                                 ------------     ------------
Total shareholder's deficiency                                     (2,770,739)      (2,605,403)
                                                                 ------------     ------------
Total liabilities and shareholders' deficiency                   $    409,662     $    553,946
                                                                 ============     ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                      -5-
<PAGE>

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                         -------------------------------
                                                            March 31          March 31
                                                              2004              2003
                                                         -------------     -------------
<S>                                                      <C>               <C>
Revenues:
   Software                                              $      20,089     $      52,225
   Hardware                                                      3,917            47,401
   Maintenance                                                  78,100            96,181
   Other                                                           997            14,891
                                                         -------------     -------------
                                                               103,102           210,698

Costs and expenses:
   Cost of revenues                                              4,948            23,226
   General and administrative                                  114,793           164,472
   Sales and marketing                                          18,807            58,947
   Research and development                                      9,318            21,329
   Depreciation and amortization                                    --             3,597
   Interest and amortization of
       deferred debt costs                                     211,445            83,260

   Other (income) expense, net                                  (3,873)          (15,146)
                                                         -------------     -------------
                                                               355,438           339,685
                                                         -------------     -------------
         Net loss                                        $    (252,336)    $    (128,987)
                                                         =============     =============

Net loss per common share                                $       (0.00)    $       (0.01)
                                                         =============     =============
   (basic and diluted)

Weighted average number of common shares outstanding:
    Basic and diluted                                      143,980,401        73,268,847
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                      -6-
<PAGE>

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                     -----------------------
                                                                      March 31      March 31
                                                                        2004          2003
                                                                     ---------     ---------
<S>                                                                  <C>           <C>
Cash flows from operating activities:
Net loss                                                             ($252,336)    ($128,987)
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation and amortization                                         --         3,597
      Amortization of deferred financing costs and debt discounts
          related to the issuance of warrants and the beneficial
          conversion feature of convertible debentures                 146,244        43,070
     Changes in operating assets and liabilities:
      Accounts receivable                                               63,185      (107,011)
Inventory                                                                   --       (10,044)
      Prepaid expenses, deposits and other assets                        2,360         1,717
      Accounts payable                                                   8,469       (86,113)
      Accrued expenses                                                 (14,508)      (75,627)
      Accrued interest                                                  65,201        40,143
      Deferred income                                                  (43,280)       57,539
                                                                     ---------     ---------
Net cash used in operating activities                                  (24,665)     (261,714)
                                                                     ---------     ---------

Cash flows from investing activities:
   Increase in restricted cash                                              24            23
                                                                     ---------     ---------
  Net cash provided in investing activities                                 24            23

Cash flows from financing activities:
   Proceeds from issuance of convertible debentures                     31,680       297,406
    Due to officer and director                                          2,670            --
   Repayment of equipment loan                                              --        (1,816)
                                                                     ---------     ---------
Net cash provided by financing activities                               34,350       295,590
                                                                     ---------     ---------
Net increase in cash                                                     9,709        33,899
Cash at beginning of period                                             51,264        15,439
                                                                     ---------     ---------
Cash at end of period                                                $  60,973     $  49,338
</TABLE>



                                      -7-
<PAGE>

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                          -----------------------
                                                           March 31     March 31
                                                             2004         2003
                                                          ---------    ----------

<S>                                                       <C>          <C>
Supplemental disclosure of cash flow information:

Cash paid during the period for:
     Interest                                             $      --    $       46
                                                          =========    ==========
     Income Taxes                                         $   1,664    $       --
                                                          =========    ==========

Supplemental disclosure of non-cash investing
     and financial activities:

Debt discount relating to the issuance of warrants
     and the beneficial conversion features of
     convertible debt                                     $  45,000    $       --
                                                          =========    ==========

Conversion of debentures                                  $      --    $    2,600
                                                          =========    ==========

Conversion of outstanding compensation expense
     related to officer and director into common stock    $  42,000    $       --
                                                          =========    ==========
</TABLE>


    The accompanying notes are an integral part of these financial statements



                                      -8-
<PAGE>

                        DIGITAL DESCRIPTOR SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                (Unaudited) March
                                    31, 2004

1.  BUSINESS

Digital Descriptor  Systems,  Inc.  incorporated in Delaware in 1994,  develops,
assembles  and  markets  computer  installations   consisting  of  hardware  and
software,  which capture video and scanned images,  link the digitized images to
text and store the images  and text on a computer  database  and  transmit  this
information  to remote  locations.  The principal  product of the Company is the
Compu-Capture  Law  Enforcement  Program,  which is marketed to law  enforcement
agencies  and jail  facilities  and  generated  the  majority  of the  Company's
revenues during the quarters ended March 31, 2004 and 2003. Substantially all of
the Company's revenues are derived principally from U.S. government agencies.

2. BASIS OF PRESENTATION

The financial  statements and  disclosures  included herein for the three months
ended March 31, 2004 are unaudited.  These financial  statements and disclosures
have  been  prepared  by the  Company  in  accordance  with  generally  accepted
accounting principles for interim financial  information.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of adjustments of a normal and recurring
nature)  considered  necessary  for a  fair  presentation  have  been  included.
Operating  results for the three month  period ended March 31, 2004 and 2003 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  December  31,  2004.  Our  independent  auditor has added an  explanatory
paragraph to the audit opinion  issued in  connection  with the fiscal year 2003
financial  statements,  which  states  that our  ability to  continue as a going
concern depends upon our ability to resolve liquidity  problems,  principally by
obtaining capital, commencing sales and generating sufficient revenues to become
profitable.  Our ability to obtain additional funding will determine our ability
to continue as a going  concern.  Our  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

3. CONVERTIBLE DEBENTURES

During  February  2004,  the Company  issued two  convertible  debentures for an
aggregate  amount of $45,000 with simple interest at 12%. The debentures are due
February  2005.  Interest  shall be paid  quarterly  commencing  March 2004. The
holder  shall have the right to convert the  principal  amount and  interest due
into common stock.  The conversion  price in effect on any Conversion Date shall
be the  lesser of (1)  $.005  and (2) 40% of the  average  of the  lowest  three
inter-day  sales  prices of the common  stock  during the  twenty  Trading  Days
immediately preceding the applicable Conversion Date.

4. RELATED PARTY TRANSACTIONS

A director to the Company provided consulting services during 2003. For the year
ended December 31, 2003 the services  amounted to $51,980.  For the period ended


                                      -9-
<PAGE>

March 31, 2004 the Company owes the director  $1,200 for auto  allowance.  As of
March 31, 2004, the company owes the director $4,030 with no repayment terms.

The Company also owes the former chief executive  officer of the Company $12,260
at March 31, 2004, for back payroll and sundry expenses with no repayment terms.
During  the period  ended  March 31,  2004 the  Company  paid the  former  chief
executive officer for consulting services the sum of $13,000.

Issuance of 30,000,000  shares of common stock was executed  January 7, 2004, to
satisfy  partial  payment  relating to the  outstanding  debt for  services  and
accrued payroll  provided and owed to the above  mentioned  director and officer
from prior years.

5. SUBSEQUENT EVENTS

On May 7, 2004, DDSI issued four convertible  debentures for an aggregate amount
of  $250,000,  with simple  interest  accruing  at the annual  rate of 12%.  The
debentures are due May 7, 2006. Interest payable on the Debentures shall be paid
quarterly  commencing June 30, 2004. The holders shall have the right to convert
the principal amount and interest due under the debentures into shares of DDSI's
common stock. The conversion price in effect on any Conversion Date shall be the
lesser of (1) $.0045 and (2) 40% of the  average of the lowest  three  inter-day
sales  prices of the common stock  during the twenty  Trading  Days  immediately
preceding the applicable Conversion Date.



                                      -10-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following is  management's  discussion  and analysis of certain  significant
factors  that  will  have  affected  our  financial  condition  and  results  of
operations.    Certain    statements   under   this   section   may   constitute
"forward-looking  statements".  The  following  discussion  should  be  read  in
conjunction  with our financial  statements  and notes thereto  included in this
report.

Critical Accounting Policies

No material changes have occurred in the disclosure with respect to our critical
accounting  policies  set forth in our Annual  Report form 10-KSB for the fiscal
year ended December 31, 2003.

General

Financial Condition

We had net losses of $252,336 and  $128,987  during the three months ended March
31, 2004 and 2003, respectively.  As of March 31, 2004, we had a cash balance in
the  amount  of  $60,973  and  current   liabilities  of  $3,180,401   including
obligations  of $16,290 and  $1,891,337  to officers and  convertible  debenture
holders,  respectively.  We do not have  sufficient cash or other assets to meet
our current  liabilities.  In order to meet those  obligations,  we will need to
raise  cash from the sale of  securities  or from  borrowings.  Our  independent
auditors have added an explanatory  paragraph to their audit opinions  issued in
connection  with the fiscal  years  2004 and 2003  financial  statements,  which
states that our ability to continue as a going concern  depends upon our ability
to resolve  liquidity  problems,  principally by obtaining  capital,  commencing
sales and generating  sufficient  revenues to become profitable.  Our ability to
obtain  additional  funding  will  determine  our ability to continue as a going
concern.  Our  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

Plan of Operations

The short-term objective of DDSI is the following:

     o    To continue to expand the sale and acceptance of its core solutions by
          upgrading   software  and  offering  new   synergistic   biometric  (a
          measurable,  physical characteristic or personal behavioral trait used
          to  recognize  the  identity,  or verify the claimed  identity,  of an
          individual)  (i.e. FMS) security products to its installed base in the
          Public Safety and Security market.  DDSI's objective is to expand with
          these,  and  additional  products,  into much  larger  commercial  and
          federal markets.

DDSI is  also  adding  additional  product  lines  as a  Value  Added  Reseller.
Technologies  related to DDSI's core business can bring additional cashflow with
relatively small internal development capital outlay.


                                      -11-
<PAGE>

DDSI's long-term objective is as follows:

     o    To seek  additional  products to sell into its basic business market -
          Public Safety and Security - so that DDSI can generate  sales adequate
          enough to allow for profits.  New products include  biometric  devices
          such as FMS (Fingerprint  Matching System) and our integrated  digital
          image and fingerprint package, Identify on Demand.

DDSI believes that it will not reach profitability until the year 2005. Over the
next twelve months, management is of the opinion that sufficient working capital
will be obtained from  operations  and external  financing to meet the Company's
liabilities and commitments as they become payable.  The Company has in the past
successfully relied on private placements of common stock securities, bank debt,
loans from private  investors and the exercise of common stock warrants in order
to sustain operations.

DDSI is doing the following in its effort to reach profitability:

     o    Cut costs in areas that add the least value to DDSI.

     o    Upgrading  its  present  core  Compu-Capture(R)  products to include a
          fully scalable database and ANSI/NIST capability.

     o    Derive  funds  through  investigating  business  alliances  with other
          companies  who may wish to license the FMS SDK  (software  developer's
          kit).

     o    Increase  revenues  through  the  introduction  of   Compu-Capture(R),
          specifically  towards  the  education  market for the  creation  of ID
          cards.

     o    Increase revenues through the introduction of a scaled down version of
          our Compu-Capture(R) product.

     o    Increase revenues through the addition of innovative technologies as a
          Value Added Reseller.

Results of Operations

Three Months  Ended March 31, 2004  Compared to the Three Months Ended March 31,
2003

Revenues  for the three  months  ended March 31,  2004,  of  $103,102  decreased
$107,596  or 51% from the  three  months  ended  March  31,  2003.  The  Company
generates  its revenues  through  software  licenses,  hardware,  post  customer
support  arrangements and other services.  The decrease in the Company's revenue
is attributed to a decrease in software  maintenance  contract dollar amount,  a
loss in client base, a reduction  in sales and  marketing  staff and the lack of
new product  offerings to their clients.  Cost of goods decreased $18,278 or 79%
and was  reduced  to 5% of total  revenues  from  11% in the same  period a year
earlier.

Costs and expenses  increased  $15,754 or 5% during the three months ended March
31, 2004, versus the three months ended March 31, 2003. The increase in interest
and  amortization  of deferred  debt cost of $128,185 was offset by the combined
reduction  in expenses  for all other areas of  ($112,433)  for the three months
ended  March 31,  2004 as  compared  to 2003.  The  expense  for the general and
administration  department decreased  ($49,679),  sales and marketing department
decreased ($40,140), research and development decreased ($12,011),  depreciation
expense decreased ($3,597) and miscellaneous  income decreased ($11,273) for the


                                      -12-
<PAGE>

three months ended March 31, 2004 as compared to 2003.  In keeping with the goal
to streamline costs yet achieve a working product,  the Company is re-evaluating
its'  current  development  strategy  and  resources  resulting  in a cutback of
expenses.

General and Administrative  expenses for the three month period ending March 31,
2004, was $114,793 versus $164,472 for the same period prior year for a decrease
of $49,679  or 30%.  This  decrease  was mainly  attributable  to a decrease  in
salaries and related payroll expenses of ($18,417), rent of ($14,832), telephone
expense of ($5,736), filing fees ($9,032) and miscellaneous items for ($1,662).

Sales and Marketing expenses decreased $40,140 for the three months period ended
March 31, 2004,  from $58,947 (2003) to $18,807  (2004) or a 68% decrease.  This
decrease was mainly  attributable  to a decrease in  professional  consulting of
($21,700),  a decrease in salaries,  commissions,  benefits and payroll taxes in
the aggregate of ($19,516), and an increase in miscellaneous items for $76.

Research and  development  for the three months ended March 31, 2004, was $9,318
compared to $22,329  for the same  period  prior year for a decrease of $12,011.
The decrease was due to the decline in salaries,  benefits and payroll  taxes in
the aggregate of ($10,739) and a decline in miscellaneous expense ($1,272).

The net loss for the Company increased 96% for the three months ending March 31,
2004, to $252,336 from $128,987 for the three months ending March 31, 2003. This
was  principally  due to the increase in interest and  amortization  of deferred
debt cost during the period.

Liquidity and Capital Resources

The Company's  revenues have been insufficient to cover the cost of revenues and
operating  expenses.  Therefore,  the  Company  has been  dependent  on  private
placements  of its Common  Stock and issuance of  convertible  notes in order to
sustain  operations.  In addition,  there can be no assurances that the proceeds
from private placements or other capital will continue to be available,  or that
revenues will increase to meet the  Company's  cash needs,  or that a sufficient
amount of the Company's  Common Stock or other securities can or will be sold or
that any Common Stock  purchase  options/warrants  will be exercised to fund the
operating needs of the Company.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Contractual Obligations                      Total        One Year or Less    More Than One Year
------------------------------------------------------------------------------------------------

<S>                                       <C>              <C>                   <C>
------------------------------------------------------------------------------------------------
Due to Related Parties                    $    16,290      $    16,290           $        0
------------------------------------------------------------------------------------------------
Notes Payable - Related Parties                     0                0                    0
------------------------------------------------------------------------------------------------
Convertible Debentures                      1,891,337        1,891,337                    0
------------------------------------------------------------------------------------------------
Accounts Payable and Accrued Expenses       1,272,774        1,272,774                    0
------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------
Total Contractual Obligations             $ 3,180,401      $ 3,180,401           $        0
------------------------------------------------------------------------------------------------
</TABLE>

Below is a  discussion  of our  sources  and uses of funds for the three  months
ended March 31, 2004 and 2003.


                                      -13-
<PAGE>

Net Cash Used in Operating Activities

Net cash used in operating  activities for the three months ended March 31, 2004
and 2003 was ($24,665) and ($261,714),  respectively.  The decrease in cash used
from  operating  activities in the three months ended March 31, 2004 versus 2003
of $237,049 was  principally  due to the decrease in net operating costs for the
three months.

Net Cash Provided By Investing Activities

Net cash provided by investing  activities three months ended March 31, 2004 and
2003 was $24 and $23 respectively,  reflecting a change of $1. This reflected no
significant change in restricted cash.

Net Cash Provided By Financing Activities

Net cash provided by financing activities was $34,350 and $295,590 for the three
months  ended March 31, 2004 and 2003,  respectively,  reflecting  a decrease of
$261,240.  This is  primarily  due to a decrease  in receipt  of  proceeds  from
issuance of  convertible  debentures in the amount of ($330,000) net of issuance
costs of ($64,774).

ITEM 3.  CONTROL AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

Within  the 90 days  prior  to  March  31,  2004,  the  Company  carried  out an
evaluation of the  effectiveness  of the design and operation of its  disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14.  This  evaluation
was done  under the  supervision  and with the  participation  of the  Company's
President  and  Chief  Financial  Officer.  Based  upon  that  evaluation,  they
concluded that the Company's disclosure controls and procedures are effective in
gathering,  analyzing and disclosing information needed to satisfy the Company's
disclosure obligations under the Exchange Act.

(b)      Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors  that could  significantly  affect  those  controls  during the  quarter
covered by this  Report or from the end of the  reporting  period to the date of
this Form 10-QSB.



                                      -14-
<PAGE>

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On  October  16,  2003,   in  the  Court  of  Common  Please  of  Bucks  County,
Pennsylvania,  a judgment was entered  against the Company by its  landlord,  BT
Lincoln  L.P.  for breach of lease in the  amount of  $184,706.76.  The  Company
intends to negotiate a settlement.  The liability,  net of the security deposit,
is included in accrued expense at March 31, 2004.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On May 7, 2004,  we entered  into a  Securities  Purchase  Agreement,  with four
accredited investors that provides for the issuance of convertible notes payable
up to an aggregate face value of $250,000 with simple  interest  accruing at the
annual rate of 12% and warrants to acquire up to an aggregate  750,000 shares of
our  common  stock.  The  convertible  notes are due two years  from the date of
issuance.  Interest  payable on the  convertible  notes shall be paid  quarterly
commencing  June 30,  2004.  The  holders  shall have the right to  convert  the
principal  amount and  interest due under the  convertible  notes into shares of
DDS's common stock.  The conversion price in effect on any conversion date shall
be the  lesser of (1) $.0045  and (2) 40% of the  average  of the  lowest  three
inter-day  sales  prices of the common  stock  during the  twenty  trading  days
immediately  preceding  the  applicable  conversion  date.  The warrants have an
exercise price of $0.0045 and expire on May 7, 2009.

During  February  2004,  the Company  issued two  convertible  debentures for an
aggregate  amount of $45,000 with simple interest at 12%. The debentures are due
February  2005.  Interest  shall be paid  quarterly  commencing  March 2004. The
holder  shall have the right to convert the  principal  amount and  interest due
into common stock.  The conversion  price in effect on any Conversion Date shall
be the  lesser of (1)  $.005  and (2) 40% of the  average  of the  lowest  three
inter-day  sales  prices of the common  stock  during the  twenty  Trading  Days
immediately preceding the applicable Conversion Date.

On January 10, 2003, DDSI issued three  convertible  debentures for an aggregate
amount of  $250,000,  with simple  interest  accruing at the annual rate of 10%.
These  debentures are due January 10, 2004.  Interest  payable on the Debentures
shall be paid  quarterly  commencing  March 31, 2003. The holders shall have the
right to convert the principal amount and interest due under the debentures into
shares of DDSI's common stock.  The conversion price in effect on any Conversion
Date  shall be the  lesser of (1) $.01 and (2) 50% of the  average of the lowest
three  inter-day sales prices of the common stock during the twenty Trading Days
immediately preceding the applicable Conversion Date.

During February 2003,  $1,000 of the convertible  debentures  issued in December
2001 was converted into 2,857,142 shares of common stock.

On February 27, 2003, DDSI issued three convertible  debentures for an aggregate
amount of $125,000, with simple interest accruing at the annual rate of 10%. The
debentures are due February 27, 2004.  Interest  payable on the Debentures shall
be paid quarterly commencing March 31, 2003. The holders shall have the right to


                                      -15-
<PAGE>

convert the principal  amount and interest due under the debentures  into shares
of DDSI's common stock.  The conversion  price in effect on any Conversion  Date
shall be the lesser of (1) $.01 and (2) 50% of the  average of the lowest  three
inter-day  sales  prices of the common  stock  during the  twenty  Trading  Days
immediately preceding the applicable Conversion Date.

In March 2003, $1,600 of the convertible debentures issued in December 2001, was
converted into 8,000,000 shares of common stock. Additionally,  accrued interest
relating to the note dated May 2001 was converted  into an additional  1,820,634
shares of common stock.

On April 2, 2003,  DDSI issued  three  convertible  debentures  for an aggregate
amount of $125,000, with simple interest accruing at the annual rate of 12%. The
debentures are due March 31, 2004.  Interest  payable on the Debentures shall be
paid  quarterly  commencing  June 30, 2003.  The holders shall have the right to
convert the principal  amount and interest due under the debentures  into shares
of DDSI's common stock.  The conversion  price in effect on any Conversion  Date
shall be the lesser of (1) $.01 and (2) 50% of the  average of the lowest  three
inter-day  sales  prices of the common  stock  during the  twenty  Trading  Days
immediately preceding the applicable Conversion Date.

In April 2003,  $1,130 of the convertible  debentures  issued in March 2001, was
converted  into  5,650,000  shares of common  stock.  Also in April  $470 of the
convertible  debentures  issued in September 2001, were converted into 2,350,000
of common stock. In addition 6,000,000 shares of common stock were converted for
liquidated damages relating to the notes issued December 2001.

During May 2003, $1,600 of the convertible  debentures issued in September 2001,
was converted into 8,000,000  shares of common stock.  Additionally,  liquidated
damages  relating  to the  notes  issued  December  2001,  were  converted  into
4,450,000 shares of common stock.

In June 2003, $1,093 of the convertible debentures issued in September 2001, was
converted  into  5,468,010  shares of  common  stock.  Additionally,  liquidated
damages  relating  to the  notes  issued  December  2001,  were  converted  into
1,011,250 shares of common stock.

On October 1, 2003, we entered into a Securities  Purchase  Agreement,  with two
accredited investors that provides for the issuance of convertible notes payable
up to an  aggregate  face value of  $300,000  and  warrants  to acquire up to an
aggregate  2,100,000 shares of our common stock. The agreement  provides for the
funding  of the  notes in three  tranches,  of which  the  first,  amounting  to
$165,000  with  1,115,000  warrants  were issued  October 1, 2003.  On the final
business  day of each of the three (3)  months  beginning  in  October  2003 and
ending in December  2003,  the Company  will issue and sell to the  investors an
aggregate  of $45,000  principal  amount of  convertible  notes and  warrants to
purchase an aggregate of 315,000 shares.

The  convertible  notes  are due one year  from the date of  issuance.  Interest
payable on the convertible notes shall be paid quarterly commencing December 30,
2003.  The  holders  shall have the right to convert  the  principal  amount and
interest due under the convertible  notes into shares of DDS's common stock. The
conversion  price in effect on any  conversion  date  shall be the lesser of (1)
$.01 and (2) 40% of the average of the lowest  three  inter-day  sales prices of
the common  stock  during the twenty  trading  days  immediately  preceding  the


                                      -16-
<PAGE>

applicable  conversion  date.  The warrants have an exercise price of $0.005 and
expire on September 30, 2008.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES:

None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During  February 2004, the Company filed a Preliminary  Proxy Statement with the
U. S.  Securities  and Exchange  Commission in order to increase the  authorized
shares of common stock to 10,000,000,000 from 150,000,000.


ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K:

(a) Exhibits

Exhibit 31.1   Certification  by Chief  Executive  Officer  and Chief  Financial
               Officer pursuant to Sarbanes-Oxley Section 302:

Exhibit 32.1   Certification  by Chief  Executive  Officer  and Chief  Financial
               Officer pursuant to 18 U.S.C., Section 1350



                                      -17-
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) 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.

                                      DIGITAL DESCRIPTOR SYSTEMS, INC.
                                                (Registrant)


      Date:  May 14, 2004             By:  /s/ ANTHONY SHUPIN
                                           ------------------------------------
                                           Anthony Shupin
                                           (President, Chief Executive Officer,
                                           Acting Chief Financial Officer
                                           and Director)


      Date:  May 14, 2004             By:  /s/ MICHAEL J. PELLEGRINO
                                           ------------------------------------
                                           Michael J. Pellegrino
                                           (Director - Chairman)


      Date:  May 14, 2004             By:  /s/ VINCENT MORENO
                                           ------------------------------------
                                           Vincent Moreno.
                                           (Director)


      Date:  May 14, 2004             By:  /s/ ROBERT GOWELL.
                                           ------------------------------------
                                           Robert Gowell
                                           (Director)


                                      -18-