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                                        SECURITIES AND EXCHANGE COMMISSION

                                              WASHINGTON, D.C. 20549

                                                 -----------------
                                                     FORM 8-K

                                                  CURRENT REPORT
                                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                                          SECURITIES EXCHANGE ACT OF 1934

<TABLE>
<CAPTION>
<S>                                                                <C>
Date of report (Date of earliest event reported)                       March 5, 2004

Digital Descriptor Systems, Inc.
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(Exact Name of Registrant as Specified in its Charter)


Delaware                                  0-26604                      23-2770048
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(State or Other Jurisdiction           (Commission                   (IRS Employer
of Incorporation)                      File Number)                 Identification No.)



2150 Highway 35, Suite 250, Sea Girt,   NJ  08750                      19030-1316
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(Address of Principal Executive Offices)                               (Zip Code)

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

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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Change in Registrant's Certifying Accountants.

      WithumSmith+Brown, P.C. was previously the independent auditors for
Digital Descriptor Systems, Inc. (the "Registrant"). On March 5, 2004,
WithumSmith+Brown, P.C. resigned as independent auditors and Rosenberg Rich
Baker Berman & Company was engaged as independent auditors. The decision to
change was based on financial considerations and was approved by the audit
committee and the full Board of Directors of the Registrant.

      The audit reports of WithumSmith+Brown, P.C. on the financial statements
of Digital Descriptor Systems, Inc. as of and for the fiscal years ended
December 31, 2002 and 2001 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except that such reports were modified with respect to
the Company's ability to continue as a going concern.

      During the Registrant's two most recent fiscal years ended December 31,
2001, and the period ending December 31, 2002, there were no disagreements
between the Registrant and WithumSmith+Brown, P.C. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures, which if not resolved to their satisfaction of WithumSmith+Brown,
P.C. would have caused WithumSmith+Brown, P.C. to make reference to the matter
in their report The Company has requested WithumSmith+Brown, P.C. to furnish it
a letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated March 5, 2004, is filed as Exhibit 16
to this Form 8-K.

      There were no other "reportable events" as that term is described in Item
304(a)(1)(v) of Regulation S-K occurring within the Registrant's two most recent
fiscal years and the subsequent interim period ending February 4, 2004.

      During the Registrant's two most recent fiscal years ended December 31,
2001 and the subsequent interim period through December 31, 2002, the Registrant
did not consult with Withum, Smith & Brown, PC regarding any of the matters or
events set forth in Item 304 (a)(2)(i) and (ii) of Regulations S-K


Item 7(c.) Exhibits

      The following exhibit is filed as part of this report in accordance with
the provision of Item 601 of Regulations S-B:

         Exhibit           Name of Exhibit
         -------           ----------------
          16               Letter of Change in certifying accountant

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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:  March 5, 2004           By:  /s/ ANTHONY SHUPIN
                                      -------------------------------------
                                      Anthony Shupin
                                      (President, Chief Executive Officer,
                                      Acting Chief Financial Officer
                                      and Director)


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