UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549







FORM
10-Q/A











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





For
the quarterly period ended March 31, 2008





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 0-15885







NATIONAL
DATACOMPUTER, INC.





(Exact
name of registrant as specified in its charter)




Delaware
            
            04-2942832(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)




900
      Middlesex Turnpike, Billerica, MA
            
            01821(Address
      of principal executive offices)
            
            (Zip
      Code)





(978)
663-7677





(Registrant’s
telephone number, including area code)









(Former
name, former address and former fiscal year, if changed since last
report.)










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   ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated
      filer   ̈
                
                Accelerated
      filer   ̈Non-accelerated
      filer   ̈
                
                Smaller reporting
      company  x(Do not check
      if a smaller reporting company)
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.)    Yes   ̈     
No  x
 
 The
number of shares of Common Stock outstanding at May 14, 2008 was
35,742,438.







EXPLANATORY NOTE
 
 The
purpose of this amendment is to revise certain portions of the information
required by Part I of Form 10-Q for our fiscal quarter ended March 31, 2008, as
originally filed with the Securities and Exchange Commission on May 14,
2008.
 
 
 
 
 
 PART
I
 
 
 ITEM
4.                      Controls
and Procedures
 
  (a)       Evaluation
of Disclosure Controls and Procedures
  We have
conducted an evaluation under the supervision of the Chief Executive Officer and
Chief Accounting Officer (its principal executive officer and principal
financial officers, respectively), regarding the effectiveness of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of March 31, 2008. Based on the aforementioned
evaluation, management has concluded that our disclosure controls and procedures
were not effective as of March 31, 2008 because of the existence of two material
weaknesses in our internal control over financial reporting related to (i) our
finance group’s inability to perform the testing of internal controls on
financial reporting due to our limited number of personnel engaged in accounting
and finance functions and a resulting lack in the segregation of duties, and
(ii) the potential inability of our accounting staff to handle certain complex
accounting issues.  Notwithstanding the existence of the material
weakness described below, management has concluded that the consolidated
financial statements in this Form 10-Q fairly present, in all material respects,
the Company’s financial position, results of operations and cash flows for the
periods and dates presented.
  (b)       Management’s Annual Report on
Internal Control over Financial Reporting
  (i)               Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control system is designed to
provide reasonable assurance to our management and board of directors regarding
the reliability of financial reporting and the preparation of published
financial statements. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
reporting and financial statement preparation and presentation.
  (ii)               We
have assessed the effectiveness of our internal control over financial reporting
as of March 31, 2008. In making this assessment, we used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission, or
COSO, in Internal
Control—Integrated Framework.
  (iii)               Two
material weaknesses  were identified in our internal control over
financial reporting relative to accounting for the quarter ended March 31, 2008.
The first material weakness was comprised of inadequate segregation of duties to
ensure a sufficient review of the work performed by our Chief Accounting Officer
(due to the limited number of personnel we retain as employees).  The
second material weakness was the potential
  1
 Because
of the material weaknesses described above, management has concluded that the
Company’s internal control over financial reporting was not effective as of
March 31, 2008. No other material weaknesses in our internal control over
financial reporting were identified.
  A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.
  (c)       Changes in Internal Control over
Financial Reporting
  No
changes in our internal control over financial reporting occurred during the
quarter ended March 31, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
  (d)       Remediation Plan for Material
Weakness
  In
response to the identified material weaknesses described above, our management,
with oversight from our Audit Committee, intends to continue to enhance our
internal control over financial reporting relative to accounting during this
fiscal year as follows:
  •
                
                Interview
      and potentially retain third party consultants which may assist the
      Company’s accounting staff  in providing review and analysis of
      complex accounting issues, and
  •
                
                Engage
      additional expert resources to review material transactions so as to
      provide a review of what are otherwise unsegregated duties of finance and
      accounting staff.




2




SIGNATURES





Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.








NATIONAL DATACOMPUTER,
    INC.August
      20, 2008
              By:
              /s/ William
      B. BerensWilliam
      B. BerensPresident
      and Chief Executive Officer (principal executive officer)






August
      20, 2008
              By:
              /s/ Bruna
      BucacciBruna
      BucacciChief
      Accounting Officer (principal financial and accounting officer)




















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EXHIBIT
INDEX













Exhibit
No.                                                      Title





31.1
              Certification
      of the Chief Executive Officer.
  31.2
              Certification
      of the Chief Accounting Officer.























































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