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

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2002
                         COMMISSION FILE NUMBER 0-15885

                           NATIONAL DATACOMPUTER, INC.
                 (Name of Small Business Issuer in its Charter)

            Delaware                                        04-2942832
  (State or other jurisdiction                   (IRS Employer Identification #)
of incorporation or organization)

900 Middlesex Turnpike, Bldg. 5
Billerica, Ma.                                                 01821
(Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number including area code (978) 663-7677

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

Check whether the issuer (1) filed all reports required to be filed by section
13 or 15 (d) of the Securities and Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
report(s), and (2) has been subject to such filing requirements for the past
ninety (90) days.

                             Yes [X]     No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 7, 2002.

Common Stock, $0.08 par value                               12,852,355
    (Title of each class)                               (number of shares)
================================================================================
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

                                                                        Page No.
ITEM 1. UNAUDITED INTERIM FINANCIAL STATEMENTS:

          Unaudited Balance Sheets as of September 30, 2002
           and December 31, 2001.............................................3

          Unaudited Statements of Operations for the three and
           nine months ended September 30, 2002 and 2001.....................4

          Unaudited Statement of Stockholders' Equity for the nine
           months ended September 30, 2002...................................5

          Unaudited Statements of Cash Flows for the nine months ended
           September 30, 2002 and  2001......................................6

          Notes to Unaudited Interim Financial Statements....................7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
          AND RESULTS OF OPERATIONS..........................................9

ITEM 4. CONTROLS AND PROCEDURES.............................................13

                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings...................................................14

ITEM 2. Changes in Securities...............................................14

ITEM 3. Defaults upon Senior Securities.....................................14

ITEM 4. Submissions of Matters to a Vote of Security Holders................14

ITEM 5. Other Information...................................................14

ITEM 6. Exhibits and Reports on Form 8-K....................................14

SIGNATURES..................................................................15

                                        2
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                           BALANCE SHEETS (Unaudited)
<TABLE><CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   September 30,      December 31,
                                                                                                       2002              2001
                                                                                                   ------------       ------------
<S>                                                                                                <C>                <C>
Assets
Current Assets:
       Cash and cash equivalents                                                                   $     87,771       $    568,644
       Accounts receivable, net                                                                          65,949            330,953
       Inventories                                                                                      952,002          1,142,959
       Other current assets                                                                              45,910             14,930
                                                                                                   ------------       ------------
           Total current assets                                                                       1,151,632          2,057,486
Fixed assets, net                                                                                       227,526            277,294
Capitalized software development costs, net                                                             272,781            242,553
                                                                                                   ------------       ------------
           Total Assets                                                                            $  1,651,939       $  2,577,333
                                                                                                   ============       ============

Liabilities and stockholders' equity
Current Liabilities:
       Current obligations under capital lease                                                     $     18,336       $     17,595
       Notes payable, current portion                                                                    54,000             72,000
       Accounts payable and other                                                                       421,434            387,885
       Accrued payroll and related taxes                                                                128,283             94,270
       Other accrued expenses                                                                           140,255            178,742
       Deferred revenues                                                                                530,316            775,222
                                                                                                   ------------       ------------
           Total current liabilities                                                                  1,292,624          1,525,714
Obligations under capital lease, net of current portion                                                  32,509             44,313
Notes payable, net of current portion                                                                      --               36,000
                                                                                                   ------------       ------------
           Total Liabilities                                                                          1,325,133          1,606,027
                                                                                                   ------------       ------------

Commitments and Contingencies

Stockholders' equity:
       Preferred stock, Series A convertible, $0.001 par value; 20 shares
           authorized; no shares issued and outstanding                                                    --                 --

       Preferred stock, Series B convertible $0.001 par value; 4,200 shares
           authorized; 2,400 issued and outstanding, respectively
           (liquidating preference of $2,400,000 )                                                    2,105,832          2,105,832

       Preferred stock, Series C convertible $0.001 par value; 900 shares
           authorized, issued and outstanding (liquidating preference of $900,000)                      834,370            834,370

       Preferred stock, Series D convertible $0.001 par value; 350 shares
           authorized, issued and outstanding (liquidating preference of $350,000)                      324,639            324,639

       Preferred stock, Series E convertible $0.001 par value; 500 shares
           authorized, issued and outstanding (liquidating preference of $500,000)                      273,880            273,880

       Preferred stock, Series F convertible $0.001 par value; 175 shares
           authorized, no shares issued and outstanding                                                    --                 --

       Common stock, $0.08 par value; 30,000,000 shares authorized; 12,852,355 and 11,115,397
           shares issued and outstanding at September 30, 2002 and December 31, 2001                  1,028,187            889,230

       Capital in excess of par value                                                                13,075,118         13,013,825
       Accumulated deficit                                                                          (16,963,951)       (16,119,201)
       Notes receivable from employees                                                                 (351,269)          (351,269)
                                                                                                   ------------       ------------
           Total stockholders' equity                                                                   326,806            971,306
                                                                                                   ------------       ------------
           Total liabilities and stockholders' equity                                              $  1,651,939       $  2,577,333
                                                                                                   ============       ============
</TABLE>

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

                                        3
<PAGE>

NATIONAL DATACOMPUTER, INC.
STATEMENTS OF OPERATIONS (Unaudited)
<TABLE><CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                 Third Fiscal Quarter                       Nine Months
                                                                        Ended                                 Ended
                                                           -------------------------------       -------------------------------
                                                           September 30,      September 30,      September 30,      September 30,
                                                               2002               2001               2002               2001
                                                           ------------       ------------       ------------       ------------
<S>                                                        <C>                <C>                <C>                <C>
Revenues
     Product revenue                                       $    469,328       $    849,455       $  1,841,551       $  1,570,012
     Service and other revenue                                  443,822            410,290          1,290,628          1,186,717
                                                           ------------       ------------       ------------       ------------

                                                                913,150          1,259,745          3,132,179          2,756,729

Cost of sales and services                                      512,244            632,915          1,782,229          1,629,666
                                                           ------------       ------------       ------------       ------------

                                                                400,906            626,830          1,349,950          1,127,063
                                                           ------------       ------------       ------------       ------------

Operating expenses:
     Research and development                                   151,150            136,105            581,937            440,696
     Selling and marketing                                      176,116            160,598            507,573            538,867
     General and administrative                                 282,516            312,661            897,787          1,163,945
                                                           ------------       ------------       ------------       ------------

                                                                609,782            609,364          1,987,297          2,143,508
                                                           ------------       ------------       ------------       ------------

(Loss) income from operations                                  (208,876)            17,466           (637,347)        (1,016,445)

Other income (expense):
     Interest income                                               --                 --                 --                3,948
     Interest expense                                            (2,345)            (2,801)            (7,153)            (8,791)
                                                           ------------       ------------       ------------       ------------

Net (loss) income                                          $   (211,221)      $     14,665       $   (644,500)      $ (1,021,288)
                                                           ============       ============       ============       ============

Calculation of net (loss) income per common share and dilutive share equivalents:

Net (loss) income                                          $   (211,221)      $     14,665       $   (644,500)      $ (1,021,288)
Interest on preferred stock                                     (66,750)           (66,750)          (200,250)          (202,875)
                                                           ------------       ------------       ------------       ------------

Net loss attributable to common
     shareholders                                          $   (277,971)      $    (52,085)      $   (844,750)      $ (1,224,163)
                                                           ============       ============       ============       ============

Basic and diluted net loss per share                       $      (0.02)      $      (0.01)      $      (0.07)      $      (0.13)
                                                           ============       ============       ============       ============

Weighted average shares                                      12,852,355          9,620,827         12,052,879          9,235,445
                                                           ============       ============       ============       ============
</TABLE>
                    The accompanying notes are an integral part
                 of these unaudited interim financial statements

                                        4
<PAGE>

NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
<TABLE><CAPTION>
--------------------------------------------------------------------------------------------------


                                      Preferred Stock Series B         Preferred Stock Series C
                                   -----------------------------     -----------------------------

                                                    Net issuance                      Net issuance
                                      Shares            price           Shares           price
                                   ------------     ------------     ------------     ------------
<S>                                <C>              <C>              <C>              <C>
Balance at December 31, 2001              2,400     $  2,105,832              900     $    834,370

Net loss                                   --               --               --               --

Interest on preferred stock
   to be satisfied through the
  issuance of common stock                 --               --               --               --

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

Balance at March 31, 2002                 2,400     $  2,105,832              900     $    834,370
                                   ============     ============     ============     ============

Net loss                                   --               --               --               --

Interest on preferred stock
   to be satisfied through the
  issuance of common stock                 --               --               --               --

Issuance of common stock
   in satisfaction of accrued
   interest                                --               --               --               --

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

Balance at June 30, 2002                  2,400     $  2,105,832              900     $    834,370
                                   ============     ============     ============     ============

Net loss                                   --               --               --               --

Interest on preferred stock
   to be satisfied through the
  issuance of common stock                 --               --               --               --

Issuance of common stock
   in satisfaction of accrued
   interest

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

Balance at September 30, 2002             2,400     $  2,105,832              900     $    834,370
                                   ============     ============     ============     ============


                                      Preferred Stock Series D          Preferred Stock Series E
                                   -----------------------------     -----------------------------

                                                    Net issuance                      Net issuance
                                       Shares          price            Shares           price
                                   ------------     ------------     ------------     ------------
Balance at December 31, 2001                350     $    324,639              500     $    273,880

Net loss                                   --               --               --               --

Interest on preferred stock
   to be satisfied through the
  issuance of common stock                 --               --               --               --

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

Balance at March 31, 2002                   350     $    324,639              500     $    273,880
                                   ============     ============     ============     ============

Net loss                                   --               --               --               --

Interest on preferred stock
   to be satisfied through the
  issuance of common stock                 --               --               --               --

Issuance of common stock
   in satisfaction of accrued
   interest                                --               --               --               --

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

Balance at June 30, 2002                    350     $    324,639              500     $    273,880
                                   ============     ============     ============     ============

Net loss                                   --               --               --               --

Interest on preferred stock
   to be satisfied through the
  issuance of common stock                 --               --               --               --

Issuance of common stock
   in satisfaction of accrued
   interest

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

Balance at September 30, 2002               350     $    324,639              500     $    273,880
                                   ============     ============     ============     ============


                                                 Common Stock
                                 --------------------------------------------
                                                                 Capital in           Notes                               Total
                                                    Par             excess          receivable        Accumulated      stockholders'
                                    Shares         value         of par value       empolyees           deficit           equity
                                 ------------   ------------     ------------      ------------      ------------      ------------
Balance at December 31, 2001       11,115,397   $    889,230     $ 13,013,825      ($   351,269)     ($16,119,201)     $    971,306

Net loss                                 --             --               --                --            (168,052)         (168,052)

Interest on preferred stock
   to be satisfied through the
  issuance of common stock               --             --             66,750              --             (66,750)

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

Balance at March 31, 2002          11,115,397   $    889,230     $ 13,080,575      ($   351,269)     ($16,354,003)     $    803,254
                                 ============   ============     ============      ============      ============      ============

Net loss                                 --             --               --                --            (265,227)         (265,227)

Interest on preferred stock
   to be satisfied through the
  issuance of common stock               --             --             66,750              --             (66,750)

Issuance of common stock
   in satisfaction of accrued
   interest                         1,736,958        138,957         (138,957)

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

Balance at June 30, 2002           12,852,355   $  1,028,187     $ 13,008,368      ($   351,269)     ($16,685,980)     $    538,027
                                 ============   ============     ============      ============      ============      ============

Net loss                                 --             --               --                --            (211,221)         (211,221)

Interest on preferred stock
   to be satisfied through the
  issuance of common stock               --             --             66,750              --             (66,750)

Issuance of common stock
   in satisfaction of accrued
   interest

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

Balance at September 30, 2002      12,852,355   $  1,028,187     $ 13,075,118      ($   351,269)     ($16,963,951)     $    326,806
                                 ============   ============     ============      ============      ============      ============
</TABLE>

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

                                        5
<PAGE>

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


                                                                                 Nine months ended
                                                                           ----------------------------
                                                                          September 30,     September 30,
                                                                              2002              2001
                                                                           -----------      -----------
<S>                                                                        <C>              <C>
Cash flows from operating activities:
       Net loss                                                            $  (644,500)     $(1,021,288)
       Adjustments to reconcile net loss to net
           cash used for operating activities:
           Depreciation                                                         80,145           71,471
           Amortization                                                         48,744             --
           Changes in assets and liabilities:
               Decrease (increase) in accounts receivable                      265,004          (53,813)
               Decrease in inventories                                         190,957           85,788
               (Increase) decrease in other current assets                     (30,980)          21,553
               Increase in accounts payable                                     33,549          285,943
               (Decrease) increase in accrued expenses                          (4,474)          57,965
               (Decrease) increase in deferred revenues                       (244,906)          55,694
                                                                           -----------      -----------
       Net cash used for operating activities                                 (306,461)        (496,687)
                                                                           -----------      -----------

Cash flows from investing activities:
       Purchases of fixed assets                                               (30,377)        (138,787)
       Additions to capitalized software development costs                     (78,972)        (149,589)
                                                                           -----------      -----------
       Net cash used for investing activities                                 (109,349)        (288,376)
                                                                           -----------      -----------

Cash flows from financing activities:
       Principal payment on note payable                                       (54,000)            --
       Principal payment on obligations
           under capital lease                                                 (11,063)         (10,904)
                                                                           -----------      -----------
       Net cash used for financing activities                                  (65,063)         (10,904)
                                                                           -----------      -----------

Net decrease in cash and cash equivalents                                     (480,873)        (795,967)
Cash and cash equivalents at beginning of year                                 568,644        1,213,443
                                                                           -----------      -----------

Cash and cash equivalents at end of period                                 $    87,771      $   417,476
                                                                           ===========      ===========


Supplemental Cash Flow Information:
       Noncash investing and financing activities:
           Common stock issued in satisfaction of accrued interest on
               preferred stock                                             $   200,250      $   202,875
           Issuance of common stock upon conversion of preferred stock         175,000
</TABLE>

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

                                        6
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1. ORGANIZATION

     National Datacomputer, Inc. (the "Company") designs, develops,
manufactures, markets and services a line of hand-held battery powered
microprocessor-based data collection products and computers and associated
peripherals for use in mobile operations. The Company's products and services
include data communications networks, application-specific software, hand-held
computers and related peripherals, associated training and support services.

LIQUIDITY AND CAPITAL RESOURCES

     The accompanying unaudited financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates continuity
of operations, realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has incurred an
accumulated deficit of approximately $17.0 million through September 30, 2002,
recorded a net loss of $644,500 during the first nine months of 2002 and used
$306,461 of cash in operations during the first nine months of fiscal 2002. As
of September 30, 2002, the Company had $87,771 in cash and negative working
capital of $140,992. In the event that the Company's operations are not
profitable or do not generate sufficient cash to fund the business, or if the
Company fails to obtain additional financing, management will have to
substantially reduce their level of operations. These circumstances raise
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

     In order to improve its cash position, the Company is taking a number of
steps to reduce operating expenses, while simultaneously pursuing sales
opportunities. There is a possibility that the latter might not result in
adequate revenues in the fourth quarter of fiscal 2002 to meet cash flow
requirements, and therefore might require the Company to implement further cost
saving action.

     The Company maintains adequate levels of inventory and has not experienced
any interruption of supplies or services from vendors.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The accompanying unaudited financial statements, which are for interim
periods, do not include all disclosures provided in the annual financial
statements. These

                                        7
<PAGE>

unaudited financial statements should be read in conjunction with the financial
statements and the footnotes thereto contained in the Annual Report on Form
10-KSB for the year ended December 31, 2001 of National Datacomputer, Inc., as
filed with the Securities and Exchange Commission.

     The balance sheet as of December 31, 2001 is derived from the audited
financial statements presented in the Company's Annual Report on Form 10-KSB for
the year then ended.

INTERIM PERIODS

     In the opinion of the Company, the accompanying unaudited interim financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information, with
instructions to Form 10-QSB, and Regulation S-X, and contain all adjustments
(which are of a normal and recurring nature) necessary for a fair presentation
of the financial statements. The results of operations for the nine months ended
September 30, 2002 are not necessarily indicative of the results to be expected
for the full year.

LOSS PER SHARE

     Net loss per share is computed under SFAS No. 128, "Earnings Per Share."
Basic net loss per share is computed by dividing net loss, after deducting
certain amounts associated with the Company's preferred stock, by the weighted
average number of common shares outstanding for the period. Diluted net loss per
share is computed using the weighted average number of common shares outstanding
and gives effect to all dilutive common share equivalents outstanding during the
period.

     Interest payable to preferred stockholders, the fair value of inducements
to convert preferred stock into common stock, and any discounts implicit in the
conversion terms upon issuance of preferred stock are subtracted from the net
loss to determine the amount of net loss attributable to common stockholders

3. INVENTORIES

       Inventories consist of the following:    September 30,   December 31,
                                                    2002            2001
                                                ------------    ------------
       Raw material                             $    639,972    $    581,949
       Work-in-process                               141,436         371,355
       Finished goods                                170,594         189,655
                                                ------------    ------------
                                     Total      $    952,002    $  1,142,959
                                                ============    ============

     Inventories are stated at the lower of cost (first-in, first-out) or
market.

                                        8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

     The following discussion and analysis should be read in conjunction with
the unaudited financial statements and notes thereto appearing elsewhere herein
and the Company's annual report on Form 10-KSB filed with the Securities and
Exchange Commission for the fiscal year ended December 31, 2001.

     This report 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. The Company generally uses 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. The Company's actual results
could differ materially from those anticipated in the forward-looking statements
for many reasons, including the risks described below and elsewhere in this
report.

     Although the Company believes 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 the Company cannot assure you that
its future results, levels of activity, performance or achievements will meet
these expectations. Moreover, neither the Company nor any other person assumes
responsibility for the accuracy and completeness of the forward-looking
statements. The Company does 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 the Company's expectations, except as required by law.

OVERVIEW

     In December 2001, the SEC requested that all registrants discuss their most
"critical accounting policies" in management's discussion and analysis of
financial condition and results of operation. The SEC indicated that a "critical
accounting policy" is one which is both important to the portrayal of the
company's financial condition and results, and requires management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain. While
our significant accounting policies are more fully described in the Management's
Discussion and Analysis of Financial Conditions and Result of Operations
included in our Form 10-KSB for the year ended December 31, 2001, we believe the
following accounting policies to be critical:

     We recognize revenue in accordance with the American Institute of Certified
Public Accountants Statement of Position ( SOP ) 97-2, Software Revenue
Recognition, as modified by SOP 98-9, Modification of SOP 97-2, Software Revenue
Recognition, With Respect to Certain Transactions.

                                        9
<PAGE>

     Revenue related to the sales of our products and systems is generally
recognized when products are shipped or services are rendered, the title and
risk of loss has passed to the customer, evidence of the sales arrangement is in
place, the sales price is fixed or determinable, and collectibility is
reasonably assured. Service and maintenance sales are recognized over the
contract term.

     If products, services or maintenance are bundled in a single contract,
revenue will be recognized once all elements of the contract are completed
unless the following criteria are met: (1) the product has been delivered; (2)
the undelivered services or maintenance are not essential to the delivered
products; (3) the fee for the product is not subject to forfeiture, refund or
concession based on performance of the services or maintenance; (4) the fair
value of services and maintenance are determined based on the price charged by
us when similar services or maintenance are sold separately; and (5) the revenue
related to any element of the contract is not subject to customer acceptance; in
which case the revenue for each element will be recognized independently.

RESULTS OF OPERATIONS

     Three months ended September 30, 2002 compared to three months ended
September 30, 2001.

     Revenues in the third quarter of fiscal year 2002 were $913,150 compared to
$1,259,745 in the third quarter of fiscal 2001, a decrease of 28%. Product
revenues of $469,328 in the third quarter of fiscal 2002 decreased 45% from the
comparable prior year period. The decrease in product revenues is due to a
decrease in shipments of our existing route service product, the DC4, along with
a decrease of our older inventory services products. Our newly introduced
inventory services product, the DC5, produced sales of approximately $304,000.

     Service revenue of $443,822 for the third quarter of fiscal year 2002
increased 8% from the comparable prior year period primarily due to an increase
in revenues from our repair department.

     Cost of sales and services, as a percentage of net revenues, was 56% in the
third quarter of fiscal 2002 compared to 50% in the third quarter of fiscal
2001. The increase in cost was due to a reduction in our estimates of net
realizable value of certain older, discontinued products. These older products
have been moving at a slower pace due to our transition to the faster and more
efficient new generation of wireless Microsoft(TM) Windows(R) CE based hand-held
computers. In the third quarter of fiscal 2002, we also incurred $16,248 for
amortization expenses of our internally developed product software. This
amortization expense did not exist in the third quarter of fiscal 2001 since we
did not start amortizing our capitalized internally developed product software
until the last quarter of fiscal year 2001.

                                       10
<PAGE>

     Research and development expenses increased to 17% of net revenues in the
third quarter of fiscal 2002 from 11% in the third quarter of fiscal year 2001.
Actual research and development spending increased by 11% in absolute dollars to
$151,150 in the third quarter of fiscal 2002, from $136,105 for the same period
in 2001. The higher expenses were attributable to a decrease in the amount of
capitalized costs incurred for internally developed product software, namely
Enhanced Financial Audit.

     Selling and marketing expenses increased to 19% of net revenues in the
third quarter of fiscal 2002 from 13% in the third quarter of fiscal year 2001.
Actual selling and marketing spending increased by 10% in absolute dollars to
$176,116 in the third quarter of fiscal 2002, from $160,598 for the same period
in 2001. The increase was primarily attributable to the hiring of a sales
representative for the Company's Western Region, this position was vacant during
the 3rd quarter of fiscal 2001.

     General and administrative expenses increased to 31% of net revenues in the
third quarter of fiscal 2002 from 25% in the third quarter of fiscal year 2001.
Actual general and administrative spending decreased by 10% in absolute dollars
to $282,516 in the third quarter of fiscal 2002, from $312,661 for the same
period in 2001. The decrease was attributable to lower legal fees in conjunction
with our complaint filed against Infos International, Inc. and Infos Group,
Inc., offset by the temporary hiring of a business development specialist. This
position was vacated in September 2002.

     NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

     Revenues in the first nine months of fiscal year 2002 were $3,132,179
compared to $2,756,729 in the first nine months of fiscal 2001, an increase of
14%.

     Product revenues of $1,841,551 in the first nine months of fiscal 2002
increased 17% from the comparable prior year period. The increase in product
revenues is due to increased shipments of our newly introduced inventory
services product, the DC5.

     Service revenue of $1,290,628 for the first nine months of fiscal year 2002
increased 9% from the comparable prior year period primarily due to additional
time and material revenues and an increase in maintenance contract revenue.

     Cost of sales and services, as a percentage of net revenues, was 57% in the
first nine months of fiscal 2002 compared to 59% in the first nine months of
fiscal 2001. The lower cost in the first nine months of fiscal 2002 was due to
our decision, during the second quarter of fiscal 2001, to reduce our estimates
of net realizable value of certain older, discontinued products. These older
products have been moving at a slower pace due to our transition to the faster
and more efficient new generation of wireless Microsoft(TM) Windows(R) CE based
hand-held computers. In the first nine months of fiscal 2002, we have incurred
$48,744 in amortization expenses of

                                       11
<PAGE>

internally developed product software. This amortization expense was not
existent in the first nine months of fiscal 2001 since we did not start
amortizing our capitalized internally developed product software until the last
quarter of fiscal year 2001.

     Research and development expenses increased to 19% of net revenues in the
first nine months of fiscal 2002 from 16% in the first nine months of fiscal
year 2001. Actual research and development spending increased by 32% in absolute
dollars to $581,937 in the first nine months of fiscal 2002, from $440,696 for
the same period in 2001. The higher expenses were attributable to a decrease in
the amount of capitalized costs incurred for internally developed product
software, namely Enhanced Financial Audit, coupled with our continued investment
in expanding our current products' applications, namely Wireless Inventory
Networking and Route Accounting.

     Selling and marketing expenses decreased to 16% of net revenues in the
first nine months of fiscal 2002 from 20% in the first nine months of fiscal
year 2001. Actual selling and marketing spending decreased by 6% in absolute
dollars to $507,573 in the first nine months of fiscal 2002, from $538,867 for
the same period in 2001. The decrease was primarily attributable to our focus in
adjusting the required sales and marketing effort to match our level of sales.

     General and administrative expenses decreased to 29% of net revenues in the
first nine months of fiscal 2002 from 42% in the first nine months of fiscal
year 2001. Actual general and administrative spending decreased by 23% in
absolute dollars to $897,787 in the first nine months of fiscal 2002, from
$1,163,945 for the same period in 2001. The decrease was attributable to lower
legal fees in conjunction with our complaint filed against Infos International,
Inc. and Infos Group, Inc., combined with our continued cost containment
efforts.

LIQUIDITY AND CAPITAL RESOURCES

     The accompanying unaudited financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates continuity
of operations, realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has incurred an
accumulated deficit of approximately $17.0 million through September 30, 2002,
recorded a net loss of $644,500 during the first nine months of 2002 and used
$306,461 of cash in operations during the first nine months of fiscal 2002. As
of September 30, 2002, the Company had $87,771 in cash and negative working
capital of $140,992. In the event that the Company's operations are not
profitable or do not generate sufficient cash to fund the business, or if the
Company fails to obtain additional financing, management will have to
substantially reduce their level of operations. These circumstances raise
substantial doubt about the Company's ability to continue as a going concern.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

                                       12
<PAGE>

     In order to improve its cash position, the Company is taking a number of
steps to reduce operating expenses, while simultaneously pursuing sales
opportunities. There is a possibility that the latter might not result in
adequate revenues in the fourth quarter of fiscal 2002 to meet cash flow
requirements, and therefore might require the Company to implement further cost
saving action.

     The Company maintains adequate levels of inventory and has not experienced
any interruption of supplies or services from vendors.

     Cash used in operating activities during the nine months ended September
30, 2002 was $306,461. This was a result of the loss of $644,500 we experienced
in the first nine months of fiscal 2002, partially offset by a decrease in
inventory and accounts receivable during the period.

     Cash used for investing activities during the nine months ended September
30, 2002 was $109,349 due to the purchase of $30,377 of fixed assets and the
capitalization of software development costs in the amount of $78,972.

     Cash used for financing activities during the nine months ended September
30, 2002 was $65,063 primarily due to the payment of $54,000 towards our
outstanding note payable.

ITEM 4. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures. The Company's
principal executive officer and principal financial officer, after evaluating
the effectiveness of the Company's disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) within 90 days of the
filing of this report, have concluded that, based on such evaluation, the
Company's disclosure controls and procedures were adequate and effective to
ensure that material information relating to the Company, including its
consolidated subsidiaries, was made known to them by others within those
entities, particularly during the period in which this Quarterly Report on Form
10-QSB was being prepared

     (b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation, nor were there any
significant deficiencies or material weaknesses in the Company's internal
controls. Accordingly, no corrective actions were required or undertaken.

                                       13
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     As reported in the Company's Form 10-QSB for the fiscal quarter ended March
31, 2000, we filed a complaint in March 2000 in Middlesex Superior Court for the
Commonwealth of Massachusetts against Infos International, Inc. and Infos Group,
Inc. (the "Defendants"). The parties have agreed to participate in a non-binding
mediation.

ITEM 2. CHANGES IN SECURITIES

     On June 17, 2002, we issued an aggregate of 1,736,956 shares of our common
stock to Capital Bank Grawe Gruppe AG ("Capital Bank" and formerly know as RBB
Bank) in satisfaction of an aggregate interest payment of $133,500, which
interest was due under the terms of our Series B, C, and D Convertible Preferred
Stock that are currently issued, outstanding, and held by Capital Bank. No
underwriters were involved in the transaction, and there were no underwriting
discounts or commissions. We relied upon Section 4(2) of the Securities Act of
1933, as amended, because the transaction did not involve any public offering by
the Company.

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 AND REPORTS ON FORM 8-K

(a)  Exhibits

     (11)    Statement Re: Computation of Per Share Loss.
     (99.1)  Certification of Executive Officers

(b)  Reports on Form 8-K

     No reports on form 8-K were filed during the period covered by this report.

                                       14
<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.


November 19, 2002                       /s/ John P. Ward
                                        -------------------------------------
                                        John P. Ward
                                        Chairman of the Board, President and
                                        Chief Executive Officer (principal
                                        executive officer)

November 19, 2002                       /s/ Gerald S. Eilberg
                                        -------------------------------------
                                        Gerald S. Eilberg
                                        Chief Financial Officer (principal
                                        financial and accounting officer)



                                       15
<PAGE>

                                 CERTIFICATIONS

I, John Ward, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of National
     Datacomputer;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date: November 19, 2002


     /s/ John P. Ward
     ----------------------------
     John P. Ward
     Chairman of the Board,
     President and CEO

                                       16
<PAGE>

I, Gerald S. Eilberg, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of National
     Datacomputer;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date: November 19, 2002


     /s/ Gerald S. Eilberg
     ----------------------------
     Gerald S. Eilberg
     CFO

                                       17