================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

--------------------------------------------------------------------------------
                                    FORM 10-Q
--------------------------------------------------------------------------------

(MARK ONE)

   (X)    QUARTERLY REPORT UNDER 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

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                           NATIONAL DATACOMPUTER, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
--------------------------------------------------------------------------------
            DELAWARE                                         04-2942832
(STATE OR OTHER JURISDICTION OF                            (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION #)

 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 |_| (Do not check if a smaller reporting company)

                         Smaller reporting company |X|

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.

================================================================================
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

                                                                        Page No.
                                                                        --------
ITEM 1.  FINANCIAL STATEMENTS:

    Balance Sheets as of March 31, 2008 and December 31, 2007..................3

    Statements of Operations for the three months ended
    March 31, 2008 and 2007....................................................4

    Statement of Stockholders' Deficit for the three months ended
    March 31, 2008.............................................................5

    Statements of Cash Flows for the three months ended
    March 31, 2008 and 2007....................................................6

    Notes to Financial Statements..............................................7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............11

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK............17

ITEM 4.  CONTROLS AND PROCEDURES..............................................17

                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings....................................................19

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds..........19

ITEM 3.  Defaults upon Senior Securities......................................19

ITEM 4.  Submissions of Matters to a Vote of Security Holders.................19

ITEM 5.  Other Information....................................................19

ITEM 6.  Exhibits.............................................................19

SIGNATURES....................................................................20

EXHIBIT INDEX.................................................................21

                                       2
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                 BALANCE SHEETS
================================================================================

<TABLE><CAPTION>
                                                                                           MARCH 31,       DECEMBER 31,
                                                                                             2008              2007
                                                                                         ------------      ------------
                                                                                          (Unaudited)        (Audited)
<S>                                                                                      <C>               <C>
Assets
Current Assets:
     Cash                                                                                $    220,844      $    257,019
     Accounts receivable, net of allowance for doubtful accounts of $3,000                    207,786            76,158
     Inventories, net                                                                             579             2,401
     Deferred hardware and software costs                                                   1,093,407           799,623
     Prepaid expenses                                                                         150,600            52,317
                                                                                         ------------      ------------
       Total current assets                                                                 1,673,216         1,187,518
Prepaid expenses                                                                              147,349            19,811
Property and equipment, net                                                                    61,384            56,826
Capitalized software development costs, net                                                     7,242             9,289
                                                                                         ------------      ------------
       Total Assets                                                                      $  1,889,191      $  1,273,444
                                                                                         ============      ============

Liabilities and Stockholders' Deficit:
Current Liabilities:
     Current obligations under capital lease                                             $     20,627      $     19,093
     Note payable                                                                              12,263            18,125
     Accounts payable                                                                         705,636         1,422,629
     Customer deposits                                                                          9,964             9,964
     Accrued payroll and related taxes                                                         39,369            52,535
     Other accrued expenses                                                                    67,839            98,210
     Deferred revenues                                                                      1,962,478           508,058
                                                                                         ------------      ------------
       Total current liabilities                                                            2,818,176         2,128,614
Obligations under capital lease, net of current portion                                        19,682            27,680
                                                                                         ------------      ------------
       Total Liabilities                                                                    2,837,858         2,156,294
                                                                                         ------------      ------------

Commitments and contingencies

Stockholders' Deficit:
     Preferred stock, $0.001 par value; 50,000 shares authorized;
       no shares issued or outstanding                                                           --                --

     Common stock, $0.001 par value; 50,000,000 shares authorized; 35,742,438 shares
       issued and outstanding at March 31, 2008 and December 31, 2007                          35,742            35,742

     Capital in excess of par value                                                        15,520,044        15,518,308
     Accumulated deficit                                                                  (16,504,453)      (16,436,900)
                                                                                         ------------      ------------
       Total Stockholders' Deficit                                                           (948,667)         (882,850)
                                                                                         ------------      ------------
       Total Liabilities and Stockholders' Deficit                                       $  1,889,191      $  1,273,444
                                                                                         ============      ============
</TABLE>

                   The accompanying notes are an integral part
                         of these financial statements.

                                        3
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
================================================================================
<TABLE><CAPTION>

                                                                                               THREE MONTHS ENDED
                                                                                         ------------------------------
                                                                                           MARCH 31,         MARCH 31,
                                                                                             2008              2007
                                                                                         ------------      ------------
<S>                                                                                      <C>               <C>
Revenues:
    Product                                                                              $    139,271      $     66,728
    Services                                                                                  277,921           230,965
                                                                                         ------------      ------------
          Total Revenues                                                                      417,192           297,693

Cost of revenues                                                                              239,109           207,364
                                                                                         ------------      ------------

          Gross Profit                                                                        178,083            90,329
                                                                                         ------------      ------------

Operating expenses:
    Selling and marketing                                                                      59,070            84,548
    General and administrative                                                                188,334           255,980
                                                                                         ------------      ------------
                                                                                              247,404           340,528
                                                                                         ------------      ------------
Loss from operations                                                                          (69,321)         (250,199)

Other income (expense):
    Interest income                                                                             2,424             2,636
    Gain on currency exchange                                                                   1,691             1,131
    Interest expense                                                                           (2,347)           (1,778)
                                                                                         ------------      ------------
Net loss                                                                                 $    (67,553)     $   (248,210)
                                                                                         ============      ============

Calculation of net loss per common share:

Net loss attributable to common stockholders                                             $    (67,553)     $   (248,210)
                                                                                         ============      ============
Basic and diluted net loss per share attributable to
    common stockholders:
                                                                                         ------------      ------------
    Net loss attributable to common stockholders                                         $      (0.00)     $      (0.01)
                                                                                         ============      ============

Weighted average shares                                                                    35,679,424        26,735,389
                                                                                         ============      ============
</TABLE>

                   The accompanying notes are an integral part
                         of these financial statements.

                                        4
<PAGE>

NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
================================================================================

<TABLE><CAPTION>
                                                   COMMON STOCK
                                           --------------------------------   CAPITAL IN                          TOTAL
                                                                PAR             EXCESS        ACCUMULATED      STOCKHOLDERS'
                                              SHARES           VALUE         OF PAR VALUE       DEFICIT           DEFICIT
                                           ------------     ------------     ------------     ------------      ------------
<S>                                          <C>            <C>              <C>              <C>               <C>
Balance at December 31, 2007 (Audited)       35,742,438     $     35,742     $ 15,518,308     ($16,436,900)     ($   882,850)

Net loss                                           --               --               --            (67,553)          (67,553)

Stock based compensation related to
   options granted                                 --               --              1,736             --               1,736


                                           ------------     ------------     ------------     ------------      ------------

Balance at March 31, 2008 (Unaudited)        35,742,438     $     35,742     $ 15,520,044     ($16,504,453)     ($   948,667)
                                           ============     ============     ============     ============      ============
</TABLE>

                   The accompanying notes are an integral part
                         of these financial statements.

                                        5
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
================================================================================
<TABLE><CAPTION>

                                                                                               THREE MONTHS ENDED
                                                                                         ------------------------------
                                                                                           MARCH 31,         MARCH 31,
                                                                                             2008              2007
                                                                                         ------------      ------------
<S>                                                                                      <C>               <C>
OPERATING ACTIVITIES:
     Net loss                                                                            $    (67,553)     $   (248,210)
         Adjustments to reconcile net loss to net
             cash used for operating activities:
             Depreciation and amortization                                                      9,746             6,904
             Stock based compensation related to options granted                                1,736              --
             Changes in assets and liabilities:
                 Increase in accounts receivable                                             (131,628)         (268,819)
                 Decrease (increase) in inventories                                             1,822              (996)
                 Increase in deferred hardware and software costs                            (293,784)         (301,337)
                 Increase in other prepaid expenses                                          (225,821)          (82,171)
                 (Decrease) increase in accounts payable                                     (716,993)          403,589
                 Decrease in customer deposits                                                   --             (11,080)
                 Decrease in accrued expenses                                                 (43,537)          (25,113)
                 Increase in deferred revenues                                              1,454,420           381,986
                                                                                         ------------      ------------
     Net cash used for operating activities                                                   (11,592)         (145,247)
                                                                                         ------------      ------------

Cash flows from investing activities:
     Purchases of property and equipment                                                      (12,257)          (12,270)
                                                                                         ------------      ------------
     Net cash used for investing activities                                                   (12,257)          (12,270)
                                                                                         ------------      ------------

Cash flows from financing activities:
     Net proceeds from additional capital raised                                                 --             262,165
     Principal payments on note payable                                                        (5,862)          (11,203)
     Principal payments on obligations
             under capital lease                                                               (6,464)             (912)
                                                                                         ------------      ------------
     Net cash (used for) provided by financing activities                                     (12,326)          250,050
                                                                                         ------------      ------------

Net (decrease) increase in cash                                                               (36,175)           92,533
Cash, beginning of period                                                                     257,019           162,783
                                                                                         ------------      ------------

Cash, end of period                                                                      $    220,844      $    255,316
                                                                                         ============      ============

Supplemental Disclosure of Cash Flow Information:

     Cash paid for interest                                                              $      2,347      $      1,778
     Non-cash investing and financing activities:
             Accrued compensation paid with stock                                        $       --              21,250
</TABLE>


                   The accompanying notes are an integral part
                         of these financial statements.

                                        6
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION:

COMPANY

     National Datacomputer is engaged exclusively in providing solutions through
the use of mobile information systems in the distribution market segment within
the product supply chain. We design, market, sell and service computerized
systems used to automate the collection, processing, and communication of
information related to product sales and inventory control. Our products and
services include application-specific software, data communication, handheld
computers, related peripherals and accessories, as well as associated education
and support.

GENERAL

     The unaudited financial statements included herein have been presented
pursuant to the rules of the Securities and Exchange Commission (the "SEC") for
quarterly reports on Form 10-Q and do not include all of the information and
note disclosure required by accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. In the opinion of management, these
statements include all adjustments, consisting only of normal, recurring
adjustments necessary for a fair presentation of the financial position of
National Datacomputer, Inc. (the "Company") as of March 31, 2008, and the
results of their operations and cash flows for the three months ended March 31,
2008 and 2007. These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's annual report
for the year ended December 31, 2007, which are included in the Company's Form
10-KSB. The year-end condensed balance sheet data was derived from audited
financial statements.

2. RECENT ACCOUNTING PRONOUNCEMENTS:

     In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS".
SFAS 157 prescribes a single definition of fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The adoption of
SFAS No. 157 with respect to financial assets and liabilities in the first
quarter of 2008 had no effect on the Company's results of operations or
financial position. In addition, the Company is evaluating the impact of SFAS
No. 157 for measuring nonfinancial assets and liabilities on future results of
operations and financial position.

     In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES." This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. The adoption of SFAS No. 159 in the first
quarter of 2008 did not have an impact on the Company's results of operations or
financial position.

     In December 2007, the FASB issued SFAS No. 141R, "Business Combinations,"
which changes how business

                                       7
<PAGE>

acquisitions are accounted. SFAS No. 141R requires the acquiring entity in a
business combination to recognize all (and only) the assets acquired and
liabilities assumed in the transaction and establishes the acquisition-date fair
value as the measurement objective for all assets acquired and liabilities
assumed in a business combination. Certain provisions of this standard will,
among other things, impact the determination of acquisition-date fair value of
consideration paid in a business combination (including contingent
consideration); exclude transaction costs from acquisition accounting; and
change accounting practices for acquired contingencies, acquisition-related
restructuring costs, in-process research and development, indemnification assets
and tax benefits. SFAS No. 141R is effective for the Company for business
combinations and adjustments to an acquired entity's deferred tax asset and
liability balances occurring after December 31, 2008. The Company is currently
evaluating the future impacts and disclosures of this standard.

     In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests
in Consolidated Financial Statements--an amendment of ARB No. 51." This
statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008. SFAS No. 160 requires the
recognition of a noncontrolling interest (minority interest) as equity in the
consolidated financial statements and separate from the parent's equity. The
amount of net income attributable to the noncontrolling interest will be
included in consolidated net income on the face of the income statement. SFAS
No. 160 amends certain of ARB No. 51's consolidation procedures for consistency
with the requirements of SFAS No. 141(R). This statement requires changes in the
parent's ownership interest of consolidated subsidiaries to be accounted for as
equity transactions. This statement also includes expanded disclosure
requirements regarding the interests of the parent and its noncontrolling
interest. The Company is currently evaluating the future impacts and disclosures
of this standard.

     In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities," which changes the disclosure requirements
for derivative instruments and hedging activities. SFAS No. 161 requires
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. This statement's disclosure requirements
are effective for fiscal years and interim periods beginning after November 15,
2008. The Company is currently evaluating the future impacts and disclosures of
this standard.

3. SHARE-BASED PAYMENTS:

     The Company accounts for share-based compensation according to the
provisions of SFAS No. 123(R), "Share-based Payment", which establishes
accounting for equity instruments exchanged for employee services. Under SFAS
123(R), share-based compensation cost is measured at the grant date, based on
the fair value of the award, and is recognized as an expense over the employee's
requisite service period (generally the vesting period of the equity grant).

     During the three months ended March 31, 2008 and 2007, share-based
compensation expense amounted to $1,736 and $0.

     The Company estimates the fair value of stock options using the
Black-Scholes valuation model. Key input assumptions used to estimate the fair
value of stock options include the exercise price of the award, the expected
option term, the expected volatility of the Company's stock over the option's
expected term, the risk-free interest rate over the option's expected term, and
the Company's expected annual dividend rate. The Company believes

                                       8
<PAGE>

that the valuation technique and the approach utilized to develop the underlying
assumptions are appropriate in calculating the fair values of the Company's
stock options granted in the three months ended March 31, 2008. Estimates of
fair values are not intended to predict actual future events or the value
ultimately realized by persons who receive equity awards.

     The weighted average grant date fair value of options granted was $0.01
during the three months ended March 31, 2008. There were no options granted
during the three months ended March 31, 2007. The fair value of options at date
of grant was estimated using the Black-Scholes option-pricing model with the
following assumptions:

             Expected option term (1)                    6.25 years
             Expected volatility factor (2)              103.8%
             Risk-free interest rate (3)                 2.62%
             Expected annual dividend rate               0%
    ------------

    (1) The option life was determined using the simplified method for
estimating expected option life, which qualifies as "plain-vanilla" options.
    (2) The stock volatility for each grant is determined based on the review of
the experience of the weighted average of historical monthly price changes of
the Company's common stock over the most recent six years, which approximates
the expected option life of the grant of 6.25 years.
    (3) The risk-free interest rate for periods equal to the expected term of
the share option is based on the U.S. Treasury yield curve in effect at the time
of grant.

STOCK OPTION PLANS

     On August 19, 1997, the Board of Directors adopted the 1997 Stock Option
Plan ("1997 Plan") which provided for issuance of both incentive stock options
and non-qualified options to employees. As of March 31, 2008, there were options
to purchase 200,000 shares of common stock outstanding and no shares available
for grant under the 1997 Plan.

     On January 1, 1998, the Board of Directors adopted the 1998 Stock Option
Plan ("1998 Plan") which provides for issuance of non-qualified options to
employees. As of March 31, 2008, there were options to purchase 20,000 shares of
common stock outstanding and no shares available for grant under the 1998 Plan.

     On March 30, 2007, the Board of Directors adopted the 2007 Employee,
Director and Consultant Stock Option Plan ("2007 Plan") which provides for the
issuance of both incentive and non-qualified stock options to employees,
consultants and directors. A maximum of 2,000,000 shares of common stock of the
Company was reserved for issuance in accordance with the terms of the 2007 Plan.
Upon the approval of the 2007 Plan, our 1997 Plan and our 1998 Plan terminated.
All outstanding options under our 1997 and 1998 Stock Option Plans will remain
in effect, but no additional option grants may be made. As of March 31, 2008,
there were 1,375,000 options outstanding and 625,000 shares available for grant
under the 2007 Plan.

     The following table summarizes information about stock options outstanding
at March 31, 2008:

                                       9
<PAGE>

<TABLE><CAPTION>
----------------------------------------- ---------------- ------------------ --------------- ------------
                                          Number of        Weighted average   Remaining       Aggregate
                                          shares           exercise price     contractual     intrinsic
                                                                              life in years    value
----------------------------------------- ---------------- ------------------ --------------- ------------
<S>                                        <C>               <C>                <C>              <C>
Outstanding at December 31, 2007           1,345,000         $0.15              8.53             $  --
----------------------------------------- ---------------- ------------------ --------------- ------------
Granted                                      250,000          0.015
----------------------------------------- ---------------- ------------------ --------------- ------------
Exercised                                       --
----------------------------------------- ---------------- ------------------ --------------- ------------
Cancelled/forfeited                             --
----------------------------------------- ---------------- ------------------ --------------- ------------
Outstanding at March 31, 2008              1,595,000          0.13              8.07             $  --
----------------------------------------- ---------------- ------------------ --------------- ------------
Options vested or expected to vest at      1,443,750          0.14              7.94             $  --
March 31, 2008 (1)
----------------------------------------- ---------------- ------------------ --------------- ------------
Options exercisable at March 31, 2008        220,000         $0.75               .71             $  --
----------------------------------------- ---------------- ------------------ --------------- ------------
</TABLE>

(1) In addition to the vested options, the Company expects a portion of the
unvested options to vest at some point in the future. Options expected to vest
are calculated by applying an estimated forfeiture rate to the unvested options.

4. INCOME TAXES:

    The Company adopted the provisions of FASB Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 9" ("FIN 48"), on January 1, 2007. FIN 48 requires that the impact
of tax positions be recognized in the financial statements if they are more
likely than not to be sustained upon examination, based on the technical merits
of the position. As discussed in the financial statements in the 2007 Form
10-KSB, the Company has a valuation allowance against the full amount of its net
deferred tax assets. The Company currently provides a valuation allowance
against deferred tax assets when it is more likely than not that some portion,
or all of its deferred tax assets, will not be realized. The implementation of
FIN 48 had no effect on the Company's financial position or results of
operations and there is no interest or penalties as management believes the
Company has no uncertain tax position at March 31, 2008.
    The Company is subject to U.S. federal income tax as well as well as income
tax of certain state jurisdictions. The Company has not been audited by the
I.R.S. or any states in connection with income taxes. The period from 2004-2007
remains open to examination by the I.R.S. and state authorities.


                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


     The following discussion provides an analysis of the financial condition
and results of operations of the Company and should be read in conjunction with
the Unaudited Financial Statements and Notes thereto appearing elsewhere herein
and our Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission for the year ended December 31, 2007.

     The discussion below contains forward-looking statements within the meaning
of Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act that involve risks and uncertainties. We generally use words such as
"believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and
similar expressions to identify forward-looking statements. You should not place
undue reliance on these forward-looking statements. Our actual results could
differ materially from those anticipated in the forward-looking statements for
many reasons, including the risks described in the Company's filings with the
Security and Exchange Commission, including its Annual Report on Form 10-KSB for
the year ended December 31, 2007, filed on March 28, 2008.

     Although we believe the expectations reflected in the forward-looking
statements are reasonable, they relate only to events as of the date on which
the statements are made, and we cannot assure you that our future results,
levels of activity, performance or achievements will meet these expectations.
Moreover, neither we nor any other person assumes responsibility for the
accuracy and completeness of the forward-looking statements. We do not intend to
update any of the forward-looking statements after the date of this report to
conform these statements to actual results or to changes in our expectations,
except as required by law.

SUMMARY

     Our mission is to provide solutions through the use of mobile information
systems in the distribution market segment within the product supply chain. We
design, market, sell, and service computerized systems used to automate the
collection, processing, and communication of information related to product
sales and inventory control. Our products and services include
application-specific software, data communication, handheld computers, related
peripherals, and accessories, as well as associated education and support.

     From the very beginning we designed our software solution based on the
customer's unique specifications. Our first entry into the market was a
DOS-based Route Accounting software solution named RouteRider(R) which we
developed in 1988. The RouteRider software, running on our first generation of
rugged handheld Datacomputer(R) ("Datacomputer") the DC3.0, was originally
designed and built for an office coffee service company. Since that time
multiple generations of Datacomputers (DC3X, DC4 and DC4CE) were designed and
brought to market and our software application was improved customer by customer
and market by market. To date we have provided dependable solutions for
distribution markets such as baking, dairy, beer, soda, water, wine and spirits.

     Although our Datacomputers running our original RouteRider software are
still available for purchase, we have now channeled all of our experience into a
new portable and highly parameterized Route Accounting solution software named
RouteRider LE(R), ("RRLE"). RRLE is a mobile sales force automation application
designed to increase efficiency, improve productivity and make companies more
profitable and competitive by allowing sales and distribution personnel to
gather, enter and share data at the point of work. It has been designed

                                       11
<PAGE>

to run on the very latest industry standard Microsoft(TM) operating systems and
architectures which increases our market potential by running on industry
preferred operating systems and handheld devices.

    During 2006 we divested ourselves from our audit business to better
concentrate our efforts on our new Route Accounting solution. The hand-held
route solution, interfacing with the J.D. Edwards system, we delivered in 2006
to an internationally recognized company in the food services industry has been
successful and the company has continued to deploy additional routes in Europe.
During the last quarter of 2007, we contracted to deliver a comprehensive RRLE
Direct Store Delivery solution to a major national bakery, and also to a major
bottling company. The combined orders have a value of approximately $2,000,000
with delivery scheduled in 2008.

RESULTS OF OPERATIONS

     THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31,
2007.

     For the three months ended March 31, 2008, we reported a net loss of
$67,553 compared to a net loss of $248,210 for the three months ended March 31,
2007. The improved results were a direct result of higher revenues combined with
lower expenses.

     REVENUE AND GROSS PROFIT
     ------------------------

     Total revenues increased 40% to $417,192 for the three months ended March
31, 2008 from $297,693 for the three months ended March 31, 2007. Total product
revenues increased 109% to $139,271 for the three months ended March 31, 2008
from $66,728 for the comparable prior period. The increase was due to higher
sales of our new route software product, RRLE, offset by decreased sales of our
Datacomputers. Total service revenues increased 20% to $277,921 for the three
months ended March 31, 2008 from $230,965 for the comparable prior period. The
increase is a direct result of higher billings of our professional services for
implementation projects that began during the end of 2007.

     Gross profit was $178,083 or 43% of revenues for the three months ended
March 31, 2008, compared to $90,329, or 30% of revenues for the prior comparable
period. The increased profit is a direct result of higher revenues and lower
labor costs.

     OPERATING EXPENSES
     ------------------

     Total operating expenses decreased 27% to $247,404 for the three months
ended March 31, 2008 from $340,528 for the comparable prior period.

     Selling and marketing expenses for the three months ended March 31, 2008
were $59,070 compared to $84,548 for the prior comparable period, a decrease of
$25,478 or 30%. The decrease is due primarily to lower payroll cost resulting
from reduced manpower.

     General and administrative expenses for the three months ended March 31,
2008 were $188,334 compared to $255,980 for the prior comparable period, a
decrease of $67,646 or 26%. The decrease is a result of reduced legal and
directors' fees combined with lower payroll costs resulting from reduced
manpower.

                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     We used cash of $11,592 and $145,247 for operating activities for the three
months ended March 31, 2008 and 2007, respectively. For the three months ended
March 31, 2008, our principal operating cash was used to fund our loss from
operations combined with a decrease in accounts payable, along with an increase
in accounts receivable, deferred hardware and software cost and prepaid
expenses, offset by an increase in deferred revenues related to new orders for
RRLE scheduled for completion in the later part of 2008. For the three months
ended March 31, 2007, our principal operating cash was used to fund our loss
from operations combined with an increase in accounts receivable, deferred
hardware and software costs and prepaid expenses, offset by an increase in
accounts payable and deferred revenues.

     We used cash of $12,257 and $12,270 for investing activities from
continuing operations for the three months ended March 31, 2008 and 2007,
respectively. The cash was used for the purchase of capital equipment. As of
March 31, 2008, we had no material commitments for capital expenditures.

     We used cash of $12,326 and generated cash of $250,050 for financing
activities for the three months ended March 31, 2008 and 2007, respectively.
During the three months ended March 31, 2008, cash was used to make payments on
obligations under our notes payable and capital leases. During the three months
ended March 31, 2007, we raised capital, net of expenses, in the amount of
$262,165 and made payments on obligations under our notes payable and capital
leases.

     We have an accumulated deficit of approximately $16,504,000 through March
31, 2008. As a result of our deficit and our cash position, the report of our
independent registered public accounting firm relating to the financial
statements as of and for the year ended December 31, 2007 contains an
explanatory paragraph regarding substantial doubt about our ability to continue
as a going concern. We have taken numerous steps to address this situation.
During the fiscal year ended December 31, 2006, we divested ourselves of our
audit business line in connection with a transaction relating to shares of our
preferred and common stock held by a majority holder of our capital stock. On
November 29, 2006, we entered into an arrangement with A.S.T., Inc. ("AST") and
Phyle Industries, Inc. ("Phyle") pursuant to which we sold our audit business
line to AST in exchange for 4,150 shares of our preferred stock (representing
all of our issued and outstanding preferred stock).

     During January 2007 acting as agent for certain new investors interested in
purchasing shares of our common stock, we caused the transfer of 30,339,236
shares of our common stock, together with accrued but unpaid stock dividends
(representing approximately 90% of our common stock in the aggregate) that Phyle
had previously purchased from Capital Bank Grawe Gruppe AG ("CapitalBank").
These investors paid Phyle $250,000 for the purchase of our common stock and
agreed to also provide us $350,000 to be used as working capital.

     We continue exploring all opportunities to improve our financial condition
by aggressively pursuing potential revenues. There is a possibility that we may
not realize adequate revenues in the near future to meet cash flow requirements,
and therefore might require us to implement further cost saving action or
attempt to obtain additional financing. We believe that based on our current
revenue expectations, the expected timing of such revenues, and our current
level of expenses we have sufficient cash to fund our operations through the end
of 2008. There can be no assurance that such financing, if required, will be
available on reasonable terms, if at all.

                                       13
<PAGE>

COMMITMENTS, CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

     Our only off-balance sheet arrangements are non-cancelable operating leases
entered into in the ordinary course of business, as discussed in our Annual
Report on Form 10-KSB for the year ended December 31, 2007.

     As of March 31, 2008, there are no material changes in our contractual
obligations as disclosed in our Annual Report on Form 10-KSB for the year ended
December 31, 2007.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES
----------------

     The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.

REVENUE RECOGNITION
-------------------

     We recognize the majority of our revenue in accordance with SEC Staff
Accounting Bulletin No. 104, "REVENUE RECOGNITION IN FINANCIAL STATEMENTS".
Revenue related to product sales is recognized upon shipment provided that title
and risk of loss have passed to the customer, there is persuasive evidence of an
arrangement, the sales price is fixed or determinable, collection of the related
receivable is reasonably assured and customer acceptance criteria, if any, have
been successfully demonstrated. Where the criteria cannot be demonstrated prior
to shipment, or in the case of new products, revenue is deferred until
acceptance has been received. Our sales contracts provide for the customer to
accept title and risk of loss at the time of delivery of the product to a common
carrier.

     Our transactions sometimes involve multiple elements (i.e. systems and
services). Revenue under multiple arrangements is recognized in accordance with
Emerging Issues Task Force ("EITF") Issue No. 00-21, "ACCOUNTING FOR REVENUE
ARRANGEMENTS WITH MULTIPLE DELIVERABLES". Under this method, if an element is
determined to be a separate unit of accounting, the revenue for the element is
based on fair value and determined by verifiable objective evidence, and
recognized at time of delivery. If the arrangement has an undeliverable element,
we ensure that we have objective and reliable evidence of the fair value of the
undeliverable element. Fair value is determined based upon the price charged
when the element is sold separately.

     We recognize revenue for software licenses in accordance with the American
Institute of Certified Public Accountants ("AICPA")'s Statement of Position
97-2, "SOFTWARE REVENUE RECOGNITION" ("SOP 97-2"). The application of SOP 97-2
requires judgment, including whether a software arrangement includes multiple
elements. License revenue is recognized upon customer acceptance, provided that
persuasive evidence of an arrangement exists, no significant obligations with
regards to installation or implementation remain, fees are fixed or
determinable, and collectibility is probable.

     Hardware and software maintenance is marketed under annual and multi-year
arrangements and revenue is recognized ratably over the contract maintenance
term.

                                       14
<PAGE>

ACCOUNTS RECEIVABLE
-------------------

     The Company records trade receivables at their principal amount, adjusted
for write-offs and allowances for uncollectible amounts. The Company reviews its
trade receivables monthly, and determines, based on management's knowledge and
the customer's payment history, any write-off or allowance that may be
necessary. The Company follows the practice of writing off uncollectible amounts
against the allowance provided for such accounts.

INVENTORIES
-----------

     Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method. The Company evaluates its
inventories to determine excess or slow moving products based on quantities on
hand, current orders and expected future demand. For those items in which the
Company believes it has an excess supply or for those items that are obsolete,
the Company estimates the net amount that the Company expects to realize from
the sale of such products and records an allowance.

PROPERTY AND EQUIPMENT
----------------------

     Property and equipment are recorded at cost and depreciated over the
estimated useful lives of the assets using the straight-line method. Leasehold
improvements are amortized over the shorter of the useful lives or the remaining
terms of the related leases. Maintenance and repair costs are charged to
operations as incurred.

CAPITALIZED SOFTWARE RESEARCH AND DEVELOPMENT COSTS.
----------------------------------------------------

     Costs associated with the development of computer software are charged to
operations prior to the establishment of technological feasibility, as defined
by Statement of Financial Accounting Standards (SFAS) No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed". Costs
incurred subsequent to the establishment of technological feasibility and prior
to the general release of the products are capitalized.

     Capitalized software costs are amortized on a product-by-product basis. The
annual amortization is the greater of the amount computed using (a) the ratio
that current gross revenue for a product bears to the total of current and
anticipated future gross revenues for that product or (b) the straight-line
method over the remaining estimated economic life of the product. Amortization
begins when the product is available for general release to the customer.

STOCK-BASED COMPENSATION
------------------------

     The Company accounts for share-based compensation according to the
provisions of SFAS No. 123(R), "Share-based Payment", which establishes
accounting for equity instruments exchanged for employee services. Under SFAS
123(R), share-based compensation cost is measured at the grant date, based on
the fair value of the award, and is recognized as an expense over the employee's
requisite service period (generally the vesting period of the equity grant).

                                       15
<PAGE>

NET LOSS PER SHARE
------------------

     Basic and diluted loss per share is calculated by dividing net loss
attributable to common stockholders by the weighted-average number of common
shares outstanding.

WARRANTY AND RETURN POLICY
--------------------------

     The Company's warranty policy provides 90-day coverage on all parts and
labor on all products. The policy with respect to sales returns provides that a
customer may not return inventory except at the Company's option. The Company's
warranty costs have historically been insignificant.

SHIPPING AND HANDLING COSTS
---------------------------

     Shipping and handling costs are classified as a component of cost of goods
sold. The Company accounts for shipping and handling costs passed on to
customers as revenues.

RECENT ACCOUNTING PRONOUNCEMENTS

     In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS".
SFAS 157 prescribes a single definition of fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The adoption of
SFAS No. 157 with respect to financial assets and liabilities in the first
quarter of 2008 had no effect on the Company's results of operations or
financial position. In addition, the Company is evaluating the impact of SFAS
No. 157 for measuring nonfinancial assets and liabilities on future results of
operations and financial position.

     In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES." This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. The adoption of SFAS No. 159 in the first
quarter of 2008 did not have an impact on the Company's results of operations or
financial position.

     In December 2007, the FASB issued SFAS No. 141R, "Business Combinations,"
which changes how business acquisitions are accounted. SFAS No. 141R requires
the acquiring entity in a business combination to recognize all (and only) the
assets acquired and liabilities assumed in the transaction and establishes the
acquisition-date fair value as the measurement objective for all assets acquired
and liabilities assumed in a business combination. Certain provisions of this
standard will, among other things, impact the determination of acquisition-date
fair value of consideration paid in a business combination (including contingent
consideration); exclude transaction costs from acquisition accounting; and
change accounting practices for acquired contingencies, acquisition-related
restructuring costs, in-process research and development, indemnification assets
and tax benefits. SFAS No. 141R is effective for the Company for business
combinations and adjustments to an acquired entity's deferred tax asset and
liability balances occurring after December 31, 2008. The Company is currently
evaluating the future impacts and disclosures of this standard.

    In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51." This statement
is effective for fiscal years, and interim periods

                                       16
<PAGE>

within those fiscal years, beginning on or after December 15, 2008. SFAS No. 160
requires the recognition of a noncontrolling interest (minority interest) as
equity in the consolidated financial statements and separate from the parent's
equity. The amount of net income attributable to the noncontrolling interest
will be included in consolidated net income on the face of the income statement.
SFAS No. 160 amends certain of ARB No. 51's consolidation procedures for
consistency with the requirements of SFAS No. 141(R). This statement requires
changes in the parent's ownership interest of consolidated subsidiaries to be
accounted for as equity transactions. This statement also includes expanded
disclosure requirements regarding the interests of the parent and its
noncontrolling interest. The Company is currently evaluating the future impacts
and disclosures of this standard.

     In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities," which changes the disclosure requirements
for derivative instruments and hedging activities. SFAS No. 161 requires
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. This statement's disclosure requirements
are effective for fiscal years and interim periods beginning after November 15,
2008. The Company is currently evaluating the future impacts and disclosures of
this standard.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      No discussion is required pursuant to Form 10-Q Instruction to paragraph
305(c).

ITEM 4.  CONTROLS AND PROCEDURES

     a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our management has
evaluated, with the participation of our Chief Executive Officer and our
principal financial and accounting officer, the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the
fiscal year covered by this Annual Report on Form 10-KSB. Based upon that
evaluation, the Chief Executive Officer and the principal financial and
accounting officer have concluded that as of the end of such fiscal year, our
current disclosure controls and procedures were not effective, because of the
material weaknesses in internal control over financial reporting described
below. We are taking steps in addressing these weaknesses by gathering
information needed to assess the financial impact to the Company with the hiring
of resources necessary to achieve the desired control objectives. With the
exception of such weaknesses, however, the Chief Executive Officer and principal
financial and accounting officer believe that our current disclosure controls
and procedures are adequate to ensure that information required to be disclosed
in the reports we file under the Exchange Act is recorded, processed, summarized
and reported on a timely basis.

     b) MATERIAL WEAKNESSES AND CHANGES IN INTERNAL CONTROLS. During the audit
of our financial statements for the year ended December 31, 2007, our
independent registered public accounting firm identified material weaknesses
regarding our internal controls due to our finance group inability to perform
the testing of internal controls on financial reporting, the lack of segregation
of duties within the finance and accounting staff. A factor for these internal
control deficiencies is the small size of the company, our limited accounting
staff and our lack of resources to hire additional staff. In addition, there is
an inability of the accounting staff to handle complex accounting issues. A
mitigating factor for this material weakness is the active participation of the
Audit Committee. As defined by the Public Company Accounting Oversight Board
Auditing Standard No. 2, a material weakness is a significant control deficiency
or a combination of significant control deficiencies that results in there being
more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. These material
weaknesses did not result in the restatement of any previously reported
financial statements or any other related financial disclosure nor did they
disclose any errors or misstatements. These material weaknesses continue to
exist as of March 31, 2008. We are taking steps in

                                       17
<PAGE>

addressing these weaknesses by gathering information needed to assess the
financial impact to the Company with the hiring of resources necessary to
achieve the desired control objectives.

     c) Except for the changes in controls described above, there were no
changes in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year covered
by this Annual Report on Form 10-KSB that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

     d) Because the market value of the Company's common equity was less than
$50 million as of the last day of the Company's fiscal year, the Company is not
required to comply with Sarbanes-Oxley Section 404 requirements relating to an
audit of its internal controls for the fiscal year ended December 31, 2007. As
such, no audit of internal controls was conducted for the fiscal year ended
December 31, 2007, by our independent registered public accounting firm and,
therefore, no opinion has been rendered.














                                       18
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

      We are not a party to any legal proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      Not Applicable.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

      Not Applicable.

ITEM 5. OTHER INFORMATION

      Not Applicable.

ITEM 6. EXHIBITS

  (a) Exhibits

       31.1   Certification of the Chief Executive Officer
       31.2   Certification of the Chief Accounting Officer
       32.1   Certification pursuant to Section 906 of the Sarbanes-Oxley Act
              of 2002.









                                       19
<PAGE>

                                   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.



May 14, 2008                            /s/ William B. Berens
                                       -----------------------------------------
                                       William B. Berens
                                       President and Chief Executive Officer
                                       (principal executive officer)

May 14, 2008                            /s/ Bruna Bucacci
                                       -----------------------------------------
                                       Bruna Bucacci
                                       Chief Accounting Officer (principal
                                       financial and accounting officer)














                                       20
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                         TITLE


31.1    Certification of the Chief Executive Officer.

31.2    Certification of the Chief Accounting Officer.

32.1    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




















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