UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                        Commission File Number: 000-26604

                            CUSIP Number: 253918 10 6


                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING


(Check One):  |_|  Form 10-K and Form 10-KSB    |_|  Form 20-F    |_|  Form 11-K

              |X|  Form 10-Q and Form 10-QSB    |_|  Form N-SAR

      For Period Ended: March 31, 2006
                        --------------

 |_|  Transition Report on Form 10-K        |_|  Transition Report on Form 10-Q
 |_|  Transition Report on Form 20-F        |_|  Transition Report on Form N-SAR
 |_|  Transition Report on Form 11-K

      For the Transition Period Ended :________________________

      Read attached instruction sheet before preparing form. Please print or
type.

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification related to a portion of the filing checked above,
identify the item(s) to which the notification relates:

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                                     PART I
                             REGISTRANT INFORMATION


Full name of registrant:    Digital Descriptor Systems, Inc.
                            ----------------------------------------------------

Former name if applicable:
                           -----------------------------------------------------

Address of principal executive office
(street and number):                   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 report
            on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
            filed on or before the fifteenth 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 Company's Quarterly Report on Form 10-QSB for the quarterly period
ended March 31, 2006 cannot be filed within the prescribed time period because
the Company requires additional time for compilation and review to insure
adequate disclosure of certain information required to be included in the Form
10-QSB. The Company's Quarterly Report on Form 10-QSB will be filed on or before
the 5th calendar day following the prescribed due date.



                                     PART IV
                                OTHER INFORMATION


(1)   Name and telephone number of person to contact in regard to this
      notification:

      Anthony Shupin, President and Chief Executive Officer, 732-359-0260

(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?

                                                       |_|  Yes          |X|  No

      If so, attach an explanation of the anticipated change, both narratively
      and quantitatively, and, if appropriate, state the reason why a reasonable
      estimate of the results cannot be made.

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                        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: May 16, 2006                           By:  /s/ Anthony Shupin
      ---------------------                       --------------------------
                                             Anthony Shupin
                                             Chief Executive Officer