FORM 10-QSB/A
                     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|


                                      -1-
<PAGE>

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

                        DIGITAL DESCRIPTOR SYSTEMS, INC.

                                      Index

PART I  - FINANCIAL INFORMATION                                                3

          Item 1. Financial Statements                                         3

                  Consolidated Condensed Balance Sheet                         3

                  Consolidated Condensed Statements of Operations              4

                  Consolidated Condensed Statements of Cash Flows              5

                  Notes to the Consolidated Condensed Financial Statements     6

          Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                          9

          Item 3. Control and Procedures                                      13

PART II - OTHER INFORMATION                                                   14

          Item 1. Legal Proceedings                                           14

          Item 2. Changes in Securities and Use of Proceeds                   14

          Item 3. Defaults Upon Senior Securities                             14

          Item 4. Submission of Matters to a Vote of Security Holders         14

          Item 5. Other Information                                           14

          Item 6. Exhibits                                                    14


                                      -2-
<PAGE>

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

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

                                                                    As Restated

                                     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
  Deferred financing costs,net                                          889,544
                                                                   ------------
     Total Current Assets                                             2,229,218

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                                                  $  6,899,025
                                                                   ============

                      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
  Convertible debentures, current                                     1,873,211
                                                                   ------------

     Total Current Liabilities                                        3,432,689

Note payable                                                          3,500,000
Convertible debentures                                                2,237,235
                                                                   ------------
     Total Liabilities                                                9,169,924
                                                                   ------------

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 earnings                                                 (21,964,299)
                                                                   ------------
     Total Shareholders' Deficit                                     (2,270,899)
                                                                   ------------

     Total Liabilities and Shareholders' Deficit                   $  6,899,025
                                                                   ============

         See notes to the condensed consolidated financial statements.


                                      -3-
<PAGE>

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

<TABLE>
<CAPTION>
                                                                As Restated
                                                         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                 457,531          211,445
Provision for income taxes                                       780            1,664
                                                       -------------    -------------

Net income (loss)                                           (643,019)        (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.


                                      -4-
<PAGE>

                Digital Descriptor Sysytems, Inc. and Subsidiary
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              As Restated
                                                                      Three Months Ended March 31,
                                                                      ----------------------------
                                                                          2005            2004
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
Cash Flows from operating activities

   Net income (loss)                                                  $   (643,019)   $   (252,336)
   Adjustments to reconcile net income (loss) to
     Net cash used in operating activities
       Amortization of deferred financing costs and debt discounts
         related to the beneficial conversion feature of debentures        275,266         146,244
     Changes in operating assets and liabilities
       Accounts receivable                                                 (29,903)         63,185
       Inventory                                                           (31,211)             --
       Prepaid expenses                                                     (1,794)          2,360
       Accounts payable                                                     64,611           8,469
       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

   Puchase 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
                                                                      ============    ============
</TABLE>

         See notes to the condensed consolidated financial statements.


                                      -5-
<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  ended  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 Security  Solutions,  a wholly owned  subsidiary.  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 Compnay  issued a Note Payable for  $3,500,00 for the  acquisition  of
      certain  CGM  Security   Solution  assets  aquired  by  our  wholly  owned
      subsidairy.

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


                                      -6-
<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, the director provided  consulting
      services amounting to $8,000.

      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 Acqusition of CGM

      On March 1, 2005, our wholly owned subsidiary  acquired  substantially all
      of the assets of CGM Security  Solutions,  Inc.  ("CGM") for $1,500,000 in
      cash  and a  $3,500,00  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.  Therfore,  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 preceeding  paragraph,  will be assessed  annually for
      impairment.

Note 6. Restatement

      We have restated the financial statements for the three months ended March
      31, 2005 as a result of changes  made to the  amortization  period for the
      intrinsic value of the beneficial convertion feature of notes payable.


                                      -7-
<PAGE>

      The intrinsic value of the benefical  conversion  feature of the notes was
      previously recorded as interest expense during 2004. The amount previously
      expensed has been  reclassified  to debt disounts and is being  amoritized
      over the life of the notes.

      The impact of this  adjustment on the  financial  statements as originally
      reported is summarized below:

                                                         March 31, 2005
                                                 -------------------------------
                                                 As reported         As restated
                                                 -----------         -----------

Deferred financing cost                              897,122            889,544
Total assets                                       6,906,603          6,899,025
Total liabilities                                 10,682,655          5,737,235
Accumulated deficit                              (23,469,452)       (21,964,299)
Interest and amortization of debt costs              221,521            457,531
Net loss                                            (407,009)          (643,019)
Net loss per share                                        (0)                (0)


                                      -8-
<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 a increase
of $146,571 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.

Sales and Marketing  expenses increased $6,526 for the three months period ended
March 31,  2005 to  $25,332  from  $18,807  for the same  period in 2004,  which
represents  a 37%  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  155% for the three months  ending March
31, 2005,  to $643,019 from $252,336 for the three months ending March 31, 2004.
This was principally due to the increase in expenses, mainly from CGM.


                                      -9-
<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
ended  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.


                                      -10-
<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 $643,019 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 $873,485 and current  liabilities  of  $3,432,689,  which includes
$20,115 due to officers and  directors.  The total  amount of notes  payable and
debentures is  $7,610,446.  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.


                                      -11-
<PAGE>

The Company has  contractual  obligations  of  $9,000,720  as of March 31, 2005.
These contractual  obligations,  along with the dates on which such payments are
due are described below:

<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                        4,110,446            1,873,211           2,237,235

Total Contractual Obligations              $  9,000,720         $  3,263,485        $  5,737,235
</TABLE>

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 for the three months.

Net Cash from Investing Activities

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

Net Cash from Financing Activities

Net cash provided by financing  activities  was  $3,481,510 and $221,447 for the
three months ended March 31, 2005 and 2004, respectively,  reflecting a decrease
of  $3,260,063.  This is mainly  reflected  in the note  payable to CGM and Erik
Hoffer for the purchase of CGM.


                                      -12-
<PAGE>

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

As of March 31, 2005, we carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures were not effective in timely alerting them to material information
required to be included in our periodic reports that are filed with the
Securities and Exchange Commission in that we were required to make certain
revisions to our financial statements. It should be noted that the design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
reglardless of how remote. In addition, we reviewed our internal controls, and
there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their last valuation.

(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.


                                      -13-
<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)


                                      -14-
<PAGE>

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)
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


                                      -15-
<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: December 29, 2005        By: /s/ ANTHONY SHUPIN
                                         ---------------------------------------
                                         Anthony Shupin
                                         (President, Chief Executive Officer)
                                         (Chairman)


      Date: December 29, 2005        By: /s/ MICHAEL J. PELLEGRINO
                                         ---------------------------------------
                                         Michael J. Pellegrino
                                         Senior Vice President & CFO
                                         (Director)


                                      -16-