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, 2005

                                       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


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 1, 2005
            ---------------------          --------------

               $.001 par value           363,831,439 Shares

          Transitional Small Business Disclosure Format Yes |_| No |X|


<PAGE>

PART I. FINANCIAL INFORMATION
-----------------------------
ITEM I. FINANCIAL STATEMENTS

                 Digital Descriptor Systems, Inc. and Subsidiary
                      Condensed Consolidated Balance Sheet
                                 March 31, 2005
                                  (unaudited)

                                     Assets

Current Assets
 Cash and cash equivalents                                        $    823,485
 Restricted cash                                                        50,000
 Accounts receivable, less allowance of $38,084                         98,432
 Inventory                                                             365,963
 Prepaid expenses                                                        1,794
 Debt discount and deferred financing costs                            897,122
                                                                  ------------
    Total Current Assets                                             2,236,796

Property and equipment, net of
   accumulated depreciation of $618,031                                410,901
Intangible assets, net of
   accumulated amortization of $25,310                                 202,178
Deposits                                                                 1,730
Goodwill                                                             4,054,998
                                                                  ------------
       Total Assets                                               $  6,906,603
                                                                  ============

                      Liabilities and Shareholders' Deficit

Current Liabilities
 Accounts payable                                                 $    202,193
 Accrued expenses                                                      305,634
 Accrued interest                                                      862,332
 Due to officer and director                                            20,115
 Deferred income                                                       169,204
                                                                  ------------
    Total Current Liabilities                                        1,559,478

Note payable                                                         3,500,000
Convertible debentures                                               5,623,177
                                                                  ------------
    Total Liabilities                                               10,682,655
                                                                  ------------

Shareholders' deficit
 Preferred stock, $.01 par value
   1,000,000 shares authorized, 0 issued and outstanding                    --
 Common stock, par value $.01; authorized 9,999,000,000 shares;
   319,466,359 issued and outstanding                                  292,512
 Additional paid-in capital                                         19,400,888
 Retained deficit                                                  (23,469,452)
                                                                  ------------
    Total Shareholders' Deficit                                     (3,776,052)
                                                                  ------------

         Total Liabilities and Shareholders' Deficit              $  6,906,603
                                                                  ============


See notes to the condensed consolidated financial statements.
<PAGE>

                 Digital Descriptor Systems, Inc. and Subsidiary
                 Condensed Consolidated Statements of Operations
                                  (unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended March 31,
                                                        ----------------------------
                                                            2005             2004
                                                       -------------    -------------
<S>                                                    <C>              <C>

Net Sales                                              $     148,875    $     106,975
Cost of goods sold                                            44,702            4,948
                                                       -------------    -------------

Gross profit                                                 104,173          102,027

Operating expenses
   General and administrative                                259,701          113,129
   Selling and marketing                                      25,332           18,807
   Research and development                                    3,848            9,318
                                                       -------------    -------------

Loss from operations                                        (184,708)         (39,227)
                                                       -------------    -------------

Interest and amortization of financing costs                 221,521          211,445
Provision for income taxes                                       780            1,664
                                                       -------------    -------------

Net (loss)                                                  (407,009)        (252,336)
                                                       =============    =============


Net income (loss) per common share:

  Basic and diluted                                    $       (0.00)   $       (0.00)
                                                       =============    =============

Weighted average number of common shares outstanding
  Basic and diluted                                      251,049,692      143,980,401
                                                       -------------    -------------
</TABLE>


See notes to the condensed consolidated financial statements.
<PAGE>

                 Digital Descriptor Systems, Inc. and Subsidiary
                 Condensed Consolidated Statements of Cash Flows
                                  (unaudited)

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                        2005          2004
                                                    -----------    ---------
Cash Flows from operating activities

  Net loss                                         $  (407,009)   $(252,336)
  Adjustments to reconcile net loss to
   Net cash used in operating activities
     Amortization of deferred financing costs and
     debt discounts related to the beneficial            39,256      146,244
     conversion feature of debentures
   Changes in operating assets and liabilities
     Accounts receivable                                (29,903)      63,185
     Inventory
                                                        (31,211)          --
     Prepaid expenses                                    (1,794)       2,360
     Accounts payable                                     8,469
                                                                      64,611
     Accrued expenses                                    (4,140)     (14,508)
     Accrued interest                                   182,265       65,201
     Deferred income                                    (20,249)     (43,280)
                                                    -----------    ---------
        Net cash used in operating activities          (208,174)     (24,665)
                                                    -----------    ---------

Cash flows from investing activities

  Purchase assets from CGM Security Solutions        (1,500,000)          --
                                                    -----------    ---------
        Net cash used by financing activities        (1,500,000)          --
                                                    -----------    ---------

Cash flows from financing activities

  Payment of financing costs                           (504,962)          --
  Proceeds from the issuance of convertible
    debentures                                               --       31,680

  Due to officer and director                             6,285        2,670
                                                    -----------    ---------
        Net cash (used) provided by financing
          activities                                   (498,677)      34,350
                                                    -----------    ---------

(Decrease) increase in cash and cash equivalents    $(2,206,851    $   9,685

Cash and cash equivalents - beginning                 3,080,336       51,288
                                                    -----------    ---------

Cash and cash equivalents - ending                  $   873,485    $  60,973
                                                    ===========    =========


See notes to the condensed consolidated financial statements.
<PAGE>

                 Digital Descriptor Systems, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements


Note 1. Basis of Presentation

   The accompanying  unaudited condensed  consolidated financial statements have
   been prepared in accordance with generally accepted accounting principles for
   interim  financial  information  and  with  the  instructions  to Item 310 of
   Regulation S-B.  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 normal  recurring  accruals)  considered  necessary for a fair
   presentation have been included. Operating results for the three month period
   ending March 31, 2005 are not necessarily  indicative of the results that may
   be expected for the year ended  December 31, 2005.  For further  information,
   refer to the consolidated financial statements and footnotes thereto included
   in the Company's annual report on Form 10-KSB for the year ended December 31,
   2004.

   Principles of Consolidation.  The consolidated  financial  statements include
   the accounts of CGM Applied Security Technologies,  Inc. ("CGM Sub") a wholly
   owned  subsidiary  from March 1, 2005 the date of  acquisition,  to March 31,
   2005. All  intercompany  balances and  transactions  have been  eliminated in
   consolidation.



Note 2. Supplemental Cash Flows Disclosures

   There were no cash payments for interest  during the first quarter of 2005 or
   2004.

   Cash  payments for income taxes were $780 and $1,664 in the first  quarter of
   2005 and 2004 respectively.

   During the first  quarter  of 2005,  $13,420  of the  convertible  debentures
   issued in September  2001,  were converted into  72,375,000  shares of common
   stock.

   During the first  quarter  of 2005,  36,375,000  shares of common  stock were
   issued for liquidated damages relating to the notes issued December 2001.

   The  Company  issued a Note  Payable for  $3,500,00  for the  acquisition  of
   certain CGM Security Solutions,  Inc.'s ("CGM") assets acquired by our wholly
   owned subsidiary.

   During the first quarter of 2004, $42,000 of outstanding compensation expense
   related to an officer and director was converted  into the  Company's  common
   stock.


See notes to the condensed consolidated financial statements.
<PAGE>

                 Digital Descriptor Systems, Inc. and Subsidiary
              Notes to Condensed Consolidated Financial Statements


Note 3. Related Party Transactions

   The Company  owes the former  chief  executive  officer,  who is  presently a
   director,  and Senior Vice  President & CFO,  $20,115 at March 31, 2005,  for
   back payroll and sundry expenses with no repayment terms. For the three-month
   period  ended  March 31,  2005 and 2004,  the  director  provided  consulting
   services amounting to $8,000 and $13,000 respectively.

   Issuance of 15,000,000  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 for prior
   year's services and expenses.


Note 4.     Subsequent Events

   During April 2005,  $3,000 of the convertible  debentures issued in September
   2001, were converted into 15,000,000 shares of common stock.

   During April 2005,  $3,700 of the convertible  debentures issued in September
   2001, were converted into 14,682,540  shares of common stock.  And 14,682,540
   shares  were  issued for  liquidated  damages  relating  to the notes  issued
   December 2001.


Note 5. Goodwill and Acquisition of CGM

   On March 1, 2005, CGM Sub acquired substantially all of the assets of CGM for
   $1,500,000  in cash  and a  $3,500,000  promissory  note at  2.86%  interest,
   subject to  adjustment.  CGM is a  manufacturer  and  distributor  of barrier
   security seals,  security tapes and related  packaging  security  systems for
   palletized  cargo,  physical  security  systems for  tractors,  trailers  and
   containers.

   The  Company  has  not had the  fair  market  value  of the  acquired  assets
   appraised as of the date of this filing.  Therefore, the assets acquired from
   CGM were  recorded by the Company at CGM's book value  (until the fair market
   value appraisal is completed).

   The Company  recorded the excess of the cost of the CGM assets  acquired over
   their book values as goodwill in the amount of $4,054,998. In accordance with
   SFAS  No.142,  no  amortization  was recorded for goodwill as it is deemed to
   have an infinite  life.  The goodwill,  subject to adjustment as described in
   the preceding paragraph, will be assessed annually for impairment.

Note 6. Convertible Debentures

   The Company is currently in default on several  convertible  debentures.  The
   company  considers  them to be long term since it does not believe  that they
   will be settled within one year even though they may have earlier  redemption
   dates.


<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 AND ESTIMATES

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, 2004.

Results of Operations

Three Months  Ended March 31, 2005  Compared to the Three Months Ended March 31,
2004

Revenues  for the three  months  ended March 31,  2005,  of  $148,875  increased
$41,900 or 39% from the three months ended March 31, 2004. The Company generates
its  revenues  through  software  licenses,   hardware,  post  customer  support
arrangements  security tape and other security related items and other services.
The increase in the Company's  revenue is attributed to the  acquisition of CGM,
on March 1, 2005. DDSI is still experiencing a decrease in software  maintenance
contract  dollar  amount,  a loss in client  base,  and the lack of new  product
offerings to their  clients.  Cost of goods sold increased by $39,754 due to the
higher cost of sales in CGM Sub.

General and Administrative  expenses for the three month period ending March 31,
2005,  was  $259,701  versus  $113,129  for the same  period  prior  year for an
increase of $146,572  or 130%.  This  increase  was mainly  attributable  to the
acquisition of CGM which added costs of $102,314,  an increase in salaries,  and
an increase in accounting and legal costs.

Selling and  Marketing  expenses  increased  $6,525 for the three months  period
ended March 31, 2005 to $25,332 from $18,807 for the same period in 2004,  which
represents  a 35%  increase.  This  increase  was mainly  attributable  to costs
associated with CGM Sub.

Research and  development  for the three months ended March 31, 2005, was $3,848
compared to $9,318 for the same period prior year for a decrease of $5,470.  The
decrease was due to the decline in development expenses as the Company looks for
other ways to expand its revenue bases.

The net loss for the Company  increased 62% for the three months ended March 31,
2005, to $407,009 from $252,336 for the three months ending March 31, 2004. This
was principally due to the increase in expenses, mainly from CGM.


<PAGE>

Plan of Operations

Acquisition of CGM

On March 1, 2005, DDSI and CGM Sub acquired  substantially  all of the assets of
CGM, for (i) $1,500,000 in cash and (ii) a 2.86% promissory note (the "Note") in
the principal amount of $3,500,000,  subject to adjustment (the  "Acquisition").
The assets of CGM were acquired  pursuant to an Asset Purchase  Agreement  among
DDSI, CGM Sub and CGM dated as of February 25, 2005.

The principal amount of the Note is subject to adjustment based upon the average
of (i) the gross  revenues of CGM Sub for the fiscal year  ending  December  31,
2007 and (ii) an  independent  valuation of CGM Sub based upon the  consolidated
audited  financial  statements  of the Company and CGM Sub for the fiscal  years
ending  December 31, 2006 and 2007.  In addition,  the Company has granted CGM a
secondary  security interest in substantially all of its assets and intellectual
property.

In connection with the Acquisition,  the Company entered into a letter agreement
with certain of its investors (the "Investors") which extended the maturity date
of debt instruments issued on November 30, 2004 until March 1, 2008, and amended
the  conversion  price of the debt that is held by the Investors to the lower of
(i)  $0.0005 or (ii) 60% of the  average of the three  lowest  intraday  trading
prices for the Company's common stock during the 20 trading days before, but not
including,  the conversion date. In addition, the exercise price of the warrants
held by the Investors was amended to $.001 per share.

The short-term objective of DDSI is the following:

   o  To continue to expand the sale and acceptance of its core solutions by
      offering new and 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 criminal justice market.
      DDSI's objective is to expand with these, and additional products, into
      much larger commercial and federal markets.

Additionally,  DDSI  plans to  execute an  acquisition  strategy  based upon the
availability of financing.

We  also  plan to add  additional  product  lines  as a  Value  Added  Reseller.
Technologies related to DDSI's core business can bring additional cash flow with
relatively small internal development capital outlay.

DDSI's long-term objective is as follows:

   o  To seek additional products to sell into its basic business market -
      Criminal Justice - 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.


<PAGE>

DDSI believes that it will not reach profitability until the year 2006. Over the
next twelve months, management is of the opinion that sufficient working capital
will  be  obtained  from  operations  and  external  financing  to  meet  DDSI's
liabilities  and  commitments  as they  become  payable.  DDSI  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.  If DDSI is unable to obtain  additional  funding in the
future, it may be forced to curtail or terminate operations.


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

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

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

   o  Increasing revenues through the introduction of Compu-Capture(R),
      specifically towards kindergarten through twelfth grades, for the creation
      of ID cards.

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

   o  Increasing revenues through the addition of innovative technologies as a
      Value Added Seller.

   o  Acquiring and effectively adding management support to profitable
      companies complementary to its broadened target markets.


Liquidity and Capital Resources

We had net losses of $407,009 and  $252,336  during the three months ended March
31, 2005 and 2004, respectively.  As of March 31, 2005, we had a cash balance in
the amount of $823,485 and current  liabilities  of  $1,559,478,  which includes
$20,115 due to officers and  directors.  The total  amount of notes  payable and
debentures is  $9,123,177.  We may not have  sufficient  cash or other assets to
meet our current liabilities. In order to meet these obligations, we may need to
raise cash from the sale of securities or from borrowings.

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.

The Company has  contractual  obligations  of  $10,513,451 as of March 31, 2005.
These contractual  obligations,  along with the dates on which such payments are
due are described below:


<PAGE>

<TABLE>
<CAPTION>
Contractual Obligations                    Total      One Year or Less   More Than One Year
-------------------------------------   -----------   ----------------   ------------------
<S>                                     <C>           <C>                <C>
Due to Related Parties                      $20,115            $20,115                   $0
Accounts Payable and Accrued Expenses       507,827            507,827                    0
Accrued interest on loans                   862,332            862,332                    0
Note payable                              3,500,000                  0            3,500,000
Convertible Debentures                    5,623,177                  0            5,623,177
Total Contractual Obligations           $10,513,451         $1,390,274           $9,123,177
</TABLE>

The Company is  currently  in default on several of the  convertible  debentures
above but considers  them to be long term since they will not be settled  within
one year even though they may have earlier redemption dates.

Below is a  discussion  of our  sources  and uses of funds for the three  months
ended March 31, 2005 and 2004.

Net Cash from Operating Activities

Net cash used in operating  activities for the three months ended March 31, 2005
and 2004 was $208,174 and $24,665,  respectively. The increase in cash used from
operating  activities  in the three  months  ended March 31, 2005 versus 2004 of
$183,509 was principally  due to the increase in net operating costs  associated
with CGM.

Net Cash from Investing Activities

Net cash used in investing  activities for the three months ended March 31, 2005
was  $1,500,000,  which  reflects  the cash  paid for the  acquisition  of CGM's
assets.

Net Cash from Financing Activities

Net cash used in  financing  activities  was $498,677 for the three months ended
March 31,  2005.  $34,350 was  provided by  financing  activities  for the three
months  ended March 31, 2004.  This  increase in cash used of $533,027 is mainly
reflected in the note payable to CGM and Erik Hoffer for the purchase of CGM.

Off Balance Sheet Arrangements

We do not have any off balance sheet  arrangements as of March 31, 2005 or as of
the date of this report.

Item 3. Control and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive  Officer and our Chief Financial  Officer have evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined
in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended


<PAGE>

(the  "Exchange  Act") as of the end of the  period  covered  by this  quarterly
report (the "Evaluation  Date").  Based on such  evaluation,  such officers have
concluded  that,  as  of  the  Evaluation  Date,  our  disclosure  controls  and
procedures  are  effective  in  alerting  them on a  timely  basis  to  material
information relating to our Company required to be included in our reports filed
or submitted 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.


<PAGE>

                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities:

The Company is in default of $1,744,238 of outstanding debentures.  Although the
debenture holders have not pursued their rights under such debentures, there can
be no assurances that such rights will not be exercised.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

4.1   Security Agreement dated February 25, 2005 by and between CGM Applied
      Security Technologies, Inc. and CGM Security Solutions, Inc. (incorporated
      herein by reference to the Current Report on Form 8-K, dated March 3,
      2005)
4.2   Intellectual Property Security Agreement dated February 25, 2005 by and
      between CGM Applied Security Technologies, Inc and CGM Security Solutions,
      Inc. (incorporated herein by reference to the Current Report on Form 8-K,
      dated March 3, 2005)
4.3   Letter Agreement, by and among the Company, AJW Partners, LLC, New
      Millennium Capital Partners II, LLC, AJW Offshore, Ltd. and AJW Qualified
      Partners, LLC, dated January 31, 2005 (incorporated herein by reference to
      the Current Report on Form 8-K, dated March 3, 2005)
4.4   2.86% Secured Convertible promissory Note in the name of CGM Security
      Solutions, Inc. dated February 25, 2005 (incorporated herein by reference
      to the Current Report on Form 8-K, dated March 3, 2005)
10.1  Asset Purchase Agreement dated February 25, 2005 by and among the Company,
      CGM Applied Security Technologies, Inc. and CGM Applied Security
      Solutions. (incorporated herein by reference to the Current Report on Form
      8-K, dated March 3, 2005)


<PAGE>

10.2  Employment Agreement, dated February 25, 2005, by and among the Company,
      CGM Applied Security Technologies, Inc. and CGM Security Solutions, Inc.
      and Eric Hoffer (incorporated herein by reference to the Current Report on
      Form 8-K, dated March 3, 2005)
10.3  Employment Agreement dated February 25, 2005 by and among the Company and
      Anthony Shupin (incorporated herein by reference to the Current Report on
      Form 8-K, dated April 15, 2005)
10.4  Employment Agreement dated February 25, 2005 by and among the Company and
      Michael J. Pellegrino (incorporated herein by reference to the Current
      Report on Form 8-K, dated April 15, 2005)
31.1  Certification by Chief Executive Officer pursuant to Sarbanes-Oxley
      Section 302
31.2  Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
      Section 302
32.1  Certification by Chief Executive Officer pursuant to 18 U.S.C., Section
      1350
32.2  Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
      Section 1350


<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 23, 2005           By: /s/ ANTHONY SHUPIN
                                   -----------------------------------------
                                   Anthony Shupin
                                   (President, Chief Executive Officer)
                                   (Chairman)



   Date: May 23, 2005           By: /s/ MICHAEL J. PELLEGRINO
                                   -----------------------------------------
                                   Michael J. Pellegrino
                                   Senior Vice President & CFO
                                   (Director)