SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-26604
NOTIFICATION OF LATE FILING
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q
|_| Form N-SAR
For Period Ended: December 31, 2005
|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:__________________________________
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant Digital Descriptor Systems, Inc.
Former name if applicable
Address of principal executive office 2150 Highway 35, Suite 250
City, state and zip code Sea Girt, New Jersey 08750
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition |X| report
on Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof will be
filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.
The registrant's audit for the subject period is in the process of being
completed
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Anthony R. Shupin (732) 359-0260
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For the year ended December 31, 2005, the registrant estimates revenues of
approximately $3,332,630 and a net loss of approximately $(2,192,556). For the
year ended December 31, 2004, the registrant currently states that it had
revenues of approximately $412,052 and a net loss of approximately $(972,319).
Results for this relevant fiscal quarter remain subject to further adjustment
and actual results may differ significantly from the foregoing estimates.
The increase in revenue for the year ended December 31, 2005 was caused by the
acquisition of CGM Security Solutions, Inc. The increase in loss is primarily
due to the additional expenses incurred with the acquisition, including
additional interest expense.
Digital Descriptor Systems, Inc. Name of Registrant as Specified in Charter.
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 3, 2006 By: /s/ Anthony R. Shupin
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Anthony Shupin, President and Chief
Executive Officer