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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
(MARK ONE)

    |X|   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
          ACT OF 1934

               For the Quarterly Period Ended: September 30, 2005

                                       OR

    |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         COMMISSION FILE NUMBER 0-15885

                           NATIONAL DATACOMPUTER, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


           DELAWARE                                        04-2942832
(STATE OR OTHER JURISDICTION OF                  (IRS EMPLOYER IDENTIFICATION #)
 INCORPORATION OR ORGANIZATION)

                   900 MIDDLESEX TURNPIKE, BILLERICA, MA 01821
               (Address of principal executive offices) (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (978) 663-7677
                  _____________________________________________

Check whether the registrant (1) filed all reports required to be filed by
section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the
preceding 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. |X| Yes |_| No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). |_| Yes |X| No

The number of shares of the Registrant's common stock, par value $0.08,
outstanding as of November 10, 2005 was 22,134,181.
================================================================================
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                      INDEX
                          PART I. FINANCIAL INFORMATION

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

         Balance Sheets as of September 30, 2005 (unaudited)
           and December 31, 2004 (audited)                                 3

         Statements of Operations for the three and nine months ended
           September 30, 2005 and 2004 (unaudited)                         4

         Statement of Stockholders' Equity (Deficit) for the three
           and nine months ended September30, 2005 (unaudited)             5

         Statements of Cash Flows for the nine months ended
           September 30, 2005 and 2004 (unaudited)                         6

         Notes to Financial Statements                                     7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        12

ITEM 3.  CONTROLS AND PROCEDURES                                          16

                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings                                                17

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds      17

ITEM 3.  Defaults upon Senior Securities                                  17

ITEM 4.  Submissions of Matters to a Vote of Security Holders             17

ITEM 5.  Other Information                                                17

ITEM 6.  Exhibits                                                         17


SIGNATURES                                                                18

EXHIBIT INDEX                                                             19
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                                 BALANCE SHEETS

================================================================================
<TABLE><CAPTION>
                                                                                  September 30,      December 31,
                                                                                       2005             2004
                                                                                    (unaudited)       (audited)
                                                                                   ------------      ------------
<S>                                                                                <C>               <C>
Assets
Current Assets:
    Cash                                                                           $    146,909      $    266,463
    Accounts receivable, net of allowance for doubtful accounts of
       $1,296 in 2005 and 2004                                                           81,060           280,707
    Inventories                                                                         173,022           194,397
    Other current assets                                                                 20,800            11,820
                                                                                   ------------      ------------
       Total current assets                                                             421,791           753,387
Property and equipment, net                                                              79,642           116,481
Capitalized software development costs, net                                              48,773            86,920
                                                                                   ------------      ------------
       Total Assets                                                                $    550,206      $    956,788
                                                                                   ============      ============

Liabilities and stockholders' equity (deficit)
Current Liabilities:
    Current obligations under capital lease                                        $      3,471      $      6,604
    Note payable, current portion                                                        54,000            54,000
    Accounts payable                                                                    413,393           223,367
    Accrued payroll and related taxes                                                   148,567            95,300
    Other accrued expenses                                                               95,135            92,478
    Deferred revenues                                                                   281,001           373,866
                                                                                   ------------      ------------
       Total current liabilities                                                        995,567           845,615
Obligations under capital lease, net of current portion                                  10,124            16,964
                                                                                   ------------      ------------
       Total Liabilities                                                              1,005,691           862,579
                                                                                   ------------      ------------

Commitments

Stockholders' Equity (Deficit):
    Preferred stock, Series A convertible, $0.001 par value; 20 shares
       authorized; no shares issued or outstanding                                         --                --

    Preferred stock, Series B convertible $0.001 par value; 4,200 shares
       authorized; 2,400 shares issued and outstanding
       (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 or outstanding                                         --                --

    Common stock, $0.08 par value; 30,000,000 shares authorized; 22,134,181
       shares issued and outstanding at June 30, 2005 and December 31, 2004           1,770,733         1,770,733

    Capital in excess of par value                                                   13,133,572        12,933,322
    Accumulated deficit                                                             (18,898,511)      (18,148,567)
                                                                                   ------------      ------------
       Total Stockholders' Equity (Deficit)                                            (455,485)           94,209
                                                                                   ------------      ------------
       Total Liabilities and Stockholders' Equity (deficit)                        $    550,206      $    956,788
                                                                                   ============      ============
</TABLE>
                   The accompanying notes are an integral part
                of these unaudited interim financial statements.
                                        3
<PAGE>

NATIONAL DATACOMPUTER, INC.
STATEMENTS OF OPERATIONS (Unaudited)
================================================================================
<TABLE><CAPTION>
                                                        Three Months                    Nine Months
                                                           Ended                           Ended
                                               ----------------------------    ----------------------------
                                               September 30,   September 30,   September 30,   September 30,
                                                   2005            2004            2005            2004
                                               ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>
Revenues:
    Product revenue                            $    434,231    $    488,929    $  1,202,049    $  1,435,005
    Service and other revenue                       289,898         306,575         856,470         988,760
                                               ------------    ------------    ------------    ------------

                                                    724,129         795,504       2,058,519       2,423,765

Cost of sales and services                          427,803         500,647       1,159,118       1,439,079
                                               ------------    ------------    ------------    ------------

                                                    296,326         294,857         899,401         984,686
                                               ------------    ------------    ------------    ------------

Operating expenses:
    Research and development                         89,768          89,409         274,299         267,010
    Selling and marketing                           132,447         143,290         403,659         349,592
    General and administrative                      250,150         219,113         770,726         742,816
                                               ------------    ------------    ------------    ------------

                                                    472,365         451,812       1,448,684       1,359,418
                                               ------------    ------------    ------------    ------------

Loss from operations                               (176,039)       (156,955)       (549,283)       (374,732)

Other income (expense):
    Interest income                                     419             894           2,087           3,049
    Other income                                       --                60            --
    Interest expense                                   (675)         (1,301)         (2,558)         (3,491)
                                               ------------    ------------    ------------    ------------

Net loss                                       $   (176,295)   $   (157,362)   $   (549,694)   $   (375,174)
                                               ============    ============    ============    ============


Calculation of net loss per common share and dilutive share equivalents:

Net loss                                       $   (176,295)   $   (157,362)   $   (549,694)   $   (375,174)
Interest on preferred stock                         (66,750)        (66,750)       (200,250)       (200,250)
                                               ------------    ------------    ------------    ------------

Net loss attributable to
    common shareholders                        $   (243,045)   $   (224,112)   $   (749,944)   $   (575,424)
                                               ============    ============    ============    ============

Basic and diluted net loss per share           $      (0.01)   $      (0.01)   $      (0.03)   $      (0.03)
                                               ============    ============    ============    ============

Weighted average shares                          22,134,181      22,134,181      22,134,181      21,831,546
                                               ============    ============    ============    ============
</TABLE>
                   The accompanying notes are an integral part
                of these unaudited interim financial statements.
                                        4
<PAGE>


NATIONAL DATACOMPUTER, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
================================================================================
<TABLE><CAPTION>
                                 Preferred Stock Series B    Preferred Stock Series C    Preferred Stock Series D
                                --------------------------  --------------------------  --------------------------

                                              Net issuance                Net issuance                Net issuance
                                   Shares        price         Shares        price         Shares         price
                                ------------  ------------  ------------  ------------  ------------  ------------
<S>                             <C>           <C>           <C>           <C>           <C>           <C>
Balance at December 31, 2004           2,400  $  2,105,832           900  $    834,370           350  $    324,639

Net loss                                --            --            --            --            --            --

Interest on preferred stock             --            --            --            --            --            --

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

Balance at September 30, 2005          2,400  $  2,105,832           900  $    834,370           350  $    324,639
                                ============  ============  ============  ============  ============  ============


                                 Preferred Stock Series E                 Common Stock
                                --------------------------  ----------------------------------------
                                                                                         Capital in                     Total
                                              Net issuance                    Par          excess     Accumulated    stockholders'
                                   Shares         price        Shares        value      of par value     deficit      (deficit)
                                ------------  ------------  ------------  ------------  ------------  ------------   ------------
Balance at December 31, 2004             500  $    273,880    22,134,181  $  1,770,733  $ 12,933,322  $(18,148,567)  $     94,209

Net loss                                --            --            --            --            --        (549,694)  $   (549,694)

Interest on preferred stock             --            --            --            --         200,250      (200,250)          --

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

Balance at September 30, 2005            500  $    273,880    22,134,181  $  1,770,733  $ 13,133,572  $(18,898,511)  $   (455,485)
                                ============  ============  ============  ============  ============  ============   ============
</TABLE>

                   The accompanying notes are an integral part
                of these unaudited interim financial statements.
                                        5
<PAGE>

                           NATIONAL DATACOMPUTER, INC.
                      STATEMENTS OF CASH FLOWS (Unaudited)

================================================================================
<TABLE><CAPTION>
                                                                           Nine Months Ended
                                                                    ------------------------------
                                                                    September 30,     September 30,
                                                                        2005              2004
                                                                    ------------      ------------
<S>                                                                 <C>               <C>
Cash flows from operating activities:
     Net loss                                                       $   (549,694)     $   (375,174)
     Adjustments to reconcile net loss to net
         cash used for operating activities:
         Depreciation and amortization                                    99,125           154,522
         Changes in assets and liabilities:
            Decrease (increase) in accounts receivable                   199,647          (192,979)
            Decrease in inventories                                       21,375           157,460
            Increase in other current assets                              (8,980)           (4,357)
            Increase (decrease) in accounts payable                      190,026           (23,121)
            Increase (decrease) in accrued expenses                       55,924           (35,667)
            Decrease in deferred revenues                                (92,865)         (147,501)
                                                                    ------------      ------------
     Net cash used for operating activities                              (85,442)         (466,817)
                                                                    ------------      ------------

Cash flows from investing activities:
     Purchases of property and equipment                                 (12,539)          (46,903)
     Additions to capitalized software development costs                 (11,600)
                                                                    ------------      ------------
     Net cash used for investing activities                              (24,139)          (46,903)
                                                                    ------------      ------------

Cash flows from financing activities:
     Principal payment on obligations
         under capital lease                                              (9,973)          (15,649)
                                                                    ------------      ------------
     Net cash used for financing activities                               (9,973)          (15,649)
                                                                    ------------      ------------

Net decrease in cash                                                    (119,554)         (529,369)
Cash, beginning of period                                                266,463           690,826
                                                                    ------------      ------------

Cash, end of period                                                 $    146,909      $    161,457
                                                                    ============      ============

Supplemental Disclosure of Cash Flows Information:

     Cash paid for interest                                         $      2,558      $      3,491
     Income taxes paid                                              $       --        $      5,980
Non-cash investing and financing activities:
         Purchase of property and equipment under capital lease     $       --        $     15,859
         Decrease in cost of capitalized software
            due to decrease in accounts payable                     $       --        $      4,650
         Accrued interest on preferred stock charged to
            accumulated deficit                                     $    200,250      $    200,250
</TABLE>
                   The accompanying notes are an integral part
                of these unaudited interim financial statements.
                                        6

<PAGE>

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

1.    ORGANIZATION

         National Datacomputer, Inc. (the "Company") designs, develops,
      manufactures, sells and services computerized systems used to automate the
      collection, processing and communication of information related to product
      sales, distribution and inventory control. The Company's products and
      services include data communications networks, application-specific
      software, hand-held computers and related peripherals, as well as
      associated training and support services.

      LIQUIDITY AND CAPITAL RESOURCES

         The Company has incurred an accumulated deficit of approximately $18.9
      million through September 30, 2005. As a result of this accumulated
      deficit, the report of its independent registered public accounting firm
      relating to the financial statements as of and for the year ended December
      31, 2004 contains an explanatory paragraph regarding substantial doubt
      about the Company's ability to continue as a going concern. The Company's
      plans to address the situation are presented below. However, there are no
      assurances that these plans will be successful or sufficient.

         As of September 30, 2005, the Company had approximately $150,000 in
      cash. In the event 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
      its level of operations. These circumstances raise substantial doubt about
      the Company's ability to continue as a going concern. These interim
      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 has taken 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 near future to meet cash flow requirements and
      therefore might require the Company to implement further cost saving
      action or attempt to obtain additional financing.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      GENERAL

         The financial statements included in this report have been prepared by
      the Company pursuant to the rules and regulations of the Unites States
      Securities and Exchange Commission for interim financial reporting and
      include all adjustments (consisting only of normal recurring adjustments
      which are, in the opinion of

                                        7
<PAGE>

      management, necessary for a fair presentation). These financial statements
      have not been audited.

         Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been condensed or
      omitted pursuant to such rules and regulations for interim reporting. The
      Company believes that the disclosures contained herein are adequate to
      make the information presented not misleading. However, 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, 2004, which are included in the Company's Form 10-KSB.

      REVENUE RECOGNITION

         The Company recognizes revenue upon shipment, provided persuasive
      evidence of an arrangement exists, there are no uncertainties regarding
      customer acceptance, the sales price is fixed or determinable and
      collection of the related receivable is probable.

         Service revenue is recognized ratably over the contractual period.

      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 been historically insignificant.

      FINANCIAL INSTRUMENTS

         Fair values for cash, accounts receivable, and accounts and notes
      payable approximate their carrying values at September 30, 2005 and
      December 31, 2004 due to their short maturities.

         Based on borrowing rates currently available to the Company for loans
      with similar terms, the carrying value of capital lease obligations
      approximates fair value.

      ACCOUNTS RECEIVABLE

         The Company records trade receivables at their principal amount,
      adjusted for write-offs and allowances for uncollectable 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 uncollectable amounts against the allowance provided for such
      accounts.

                                        8
<PAGE>

         Accounts receivable from four customers accounted for approximately 90%
      of total accounts receivable at September 30, 2005.

      INVENTORIES

         Inventories are stated at the lower of cost or market. Cost is
      determined using the first-in, first-out (FIFO) method.

      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.

      PROPERTY AND EQUIPMENT

         Property and equipment are recorded at cost and depreciated over the
      estimated useful lives of the assets, which range from 3 to 5 years, 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.

      LONG-LIVED ASSETS

         In accordance with Statement of Financial Accounting Standards ("SFAS")
      No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets,"
      the Company reviews the carrying values of its long-lived assets for
      possible impairment whenever events or changes in circumstances indicate
      that the carrying amounts of the assets may not be recoverable. Any
      long-lived assets held for disposal are reported at the lower of their
      carrying amounts or fair values less costs to sell.

      CAPITALIZED SOFTWARE DEVELOPMENT COSTS

         Costs associated with the development of computer software are charged
      to operations prior to establishment of technological feasibility, as
      defined by 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.

                                        9
<PAGE>

      NET LOSS 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 earnings 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.

      STOCK-BASED COMPENSATION

         The Company's employee stock option plans are accounted for in
      accordance with Accounting Principles Board Opinion No. 25, "Accounting
      for Stock Issued to Employees," ("APB 25") and related interpretations.
      The Company adopted SFAS No. 123, "Accounting for Stock Based
      Compensation," for disclosure only.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
      Stock-Based Compensation - Transition and Disclosure", which (i) amends
      SFAS Statement No. 123, "Accounting for Stock-Based Compensation," to
      provide alternative methods of transition for an entity that voluntarily
      changes to the fair value based method of accounting for stock-based
      employee compensation (ii) amends the disclosure provisions of SFAS 123 to
      require prominent disclosure about the effects on reported net income of
      an entity's accounting policy decisions with respect to stock-based
      employee compensation and (iii) amends APB opinion No. 28, "Interim
      Financial Reporting" to require disclosure about those effects in interim
      financial information. Items (ii) and (iii) of the new requirements in
      SFAS 148 are effective for financial statements for years ending after
      December 15, 2002. The Company adopted the disclosure requirements of SFAS
      148 for the year ended December 31, 2002 and continues to account for
      stock-based compensation utilizing the intrinsic value method. The
      additional disclosures required by SFAS 148 are as follows:

                                       10
<PAGE>

                          THREE MONTHS ENDED             NINE MONTHS ENDED
                     ----------------------------   ----------------------------

                     September 30,  September 30,   September 30,  September 30,
                         2005           2004            2005            2004
                     -------------  -------------   -------------  -------------

      Net loss:
        As reported    $(176,295)     $(157,362)      $(549,694)     $(375,174)
        Pro forma      $(176,295)     $(157,769)      $(549,694)     $(376,395)

      Basic and diluted net loss per share attributable to common stockholders:

        As reported      $(0.01)        $(0.01)         $(0.03)        $(0.03)
        Pro forma        $(0.01)        $(0.01)         $(0.03)        $(0.03)


      NEW ACCOUNTING PRONOUNCEMENTS

         In December 2004, the Financial Accounting Standards Board issued SFAS
      No. 123R, "Share-Based Payment". This Statement is a revision of SFAS
      No.123, "Accounting for Stock-Based Compensation," and supersedes
      Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
      to Employees," and its related implementation guidance. SFAS No. 123R
      focuses primarily on accounting for transactions in which a company
      obtains employee services in share-based payment transactions.

         SFAS No. 123R is effective for the Company on January 1, 2006. The
      Company is evaluating the methods of adoption allowed by SFAS No. 123R and
      does not yet have an estimate of the effect on its statements of
      operations of adopting SFAS No. 123R.


3.    INVENTORIES

      Inventories consist of the following:       SEPTEMBER 30,   DECEMBER 31,
                                                      2005            2004
                                                  -------------   ------------
      Raw material                                  $  80,867       $ 148,793
      Work-in-process                                  78,962          12,438
      Finished goods                                   13,193          33,166
                                                    ---------       ---------
                      Total                         $ 173,022       $ 194,397
                                                    =========       =========


         Inventories are stated at the lower of cost (first-in, first-out) or
      market and are shown net of a reserve allowance for obsolescence and
      shrinkage of $584,051 as of September 30, 2005.

                                       11
<PAGE>

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

OVERVIEW

   Our mission is to provide solutions through the use of mobile information
systems in the distribution and inventory control areas of the product supply
chain. We design, manufacture, 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 data
communication, application-specific software, hand-held computers, related
peripherals, and accessories. We were organized as a Delaware corporation in
1986 and began active operations in 1987 following our merger with an
established computer systems engineering business. Since that time we have
delivered hardware and software solutions to the distribution and inventory
audit markets we have targeted.

   Our hand-held Datacomputer computers include a microprocessor, keyboard, LCD
displays, and full alphabetic and numeric character sets. Our Datacomputers are
designed to be highly reliable, tolerant to human error, and easy to use. They
are shock resistant, and operate over a wide temperature range. Our current
generation Datacomputer, the DC5, was launched in the beginning of 2001 into the
Inventory Audit Specialist marketplace. The DC5 is designed as a rugged,
Microsoft Windows CE based mobile Datacomputer with optional radio frequency
(RF) connectivity to provide fast, real-time, wireless transmission of collected
data to a host computer, a process that can greatly reduce the cost of inventory
data collection and management.

   Our Datacomputer model DC4 can be equipped with our RouteRIDER(R) software,
which is designed to be a powerful but easy-to-use route accounting system that
can be customized based on the way our customers run their businesses.
RouteRIDER(R) equipped Datacomputers allow sales people to communicate orders
electronically as often as they want throughout the day, by modem. On June 1,
2004, we announced the signing of a distribution agreement with Micronet LTD,
giving us exclusive rights to market, sell and support a new mobile accounting
software product throughout the United States, Canada and Mexico, subject to our
meeting annual sales quotas as defined. The agreement enables us to target major
food and beverage distributors, as well as distributors in other markets, by
providing them with an efficient solution which reduces costs, increases sales,
tracks operations more accurately, and enhances customer service. The new
software, named RouteRider(R) LE, enables seamless integration of any host
environment to mobile computers running on any wireless hand-held device that
supports Microsoft's Pocket PC or Windows CE, while incorporating cell phone and
Internet communications.

                                       12
<PAGE>

RESULTS OF OPERATIONS

   THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2004.

   For the three months ended September 30, 2005 (the "2005 Period"), we
reported a net loss of $176,295 compared to a net loss of $157,362 for the three
months ended September 30, 2004 (the "2004 Period").

   Total revenues for the 2005 Period decreased 9% to $724,129 from $795,504 for
the 2004 Period.

   Net product revenues for the 2005 Period were $434,231 a decrease of 11% from
$488,929 for the 2004 Period. The decrease in net product revenues of $54,698 is
primarily due to decreased shipments of our inventory service products, mainly
the ICAL 100R. Revenues from this product are almost exclusively from customers
who wish to continue to use their installed base of ICAL devices. We intend to
continue supporting the ICAL product line to protect our customers' investments.
Net service revenues for the 2005 Period were $289,898, a 5% decrease as
compared to $306,575 for the 2004 Period.

   Gross profit for the 2005 Period was $296,326 or 41% of revenues as compared
to $294,857 or 37% of revenues for the 2004 Period. The improvement in gross
profit, despite the overall decrease in sales, is due to lower occupancy cost of
our manufacturing department since their relocation to smaller facilities, lower
cost of material and the reduction in amortization expenses on internally
developed software.

   Research and development expenses for the 2005 Period increased less than 1%
to $89,768 from $89,409 for the 2004 Period.

   Selling and marketing expenses for the 2005 Period decreased 8% to $132,447
from $143,290 for the 2004 Period. The decrease is primarily due to lower trade
show expenses and professional services.

    General and administrative expenses for the 2005 Period increased 14% to
$250,150 from $219,113 for the 2004 Period. The increase is the result of higher
occupancy cost due to the allocation of unused space to G&A in addition to
higher legal and audit services.

   NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 2004

   For the nine months ended September 30, 2005 (the "2005 Period"), we reported
a net loss of $549,694 compared to a net loss of $375,174 for the nine months
ended September 30, 2004 (the "2004 Period").

                                       13
<PAGE>

   Total revenues for the 2005 Period decreased 15% to $2,058,519 from
$2,423,765 for the 2004 Period.

   Net product revenues for the 2005 Period were $1,202,049 a decrease of 16%
from $1,435,005 for the 2004 Period. The decrease in net product revenues of
$232,956 is primarily due to decreased shipments of our inventory service
products, mainly the DC5, which experienced reduced demands form one of our
major customers. Net service revenues for the 2005 Period were $856,470, a 13%
decrease as compared to $988,760 for the 2004 Period. The decrease is a result
of fewer maintenance contracts for our route service products due to unfavorable
economic conditions, along with customer constraints on spending.

   Gross Profit for the 2005 Period was $899,401 or 44% of revenues as compared
to $984,686 or 41% of revenues for the 2004 Period. The improvement in gross
profit, despite the overall decrease in sales, is due to lower occupancy cost of
our manufacturing department since their relocation to smaller facilities, lower
cost of material and the reduction in amortization expenses on internally
developed software.

   Research and development expenses for the 2005 Period increased 3% to
$274,299 from $267,010 for the 2004 Period.

   Selling and marketing expenses for the 2005 Period increased 15% to $403,659
from $349,592 for the 2004 Period. The increase is primarily due to increased
marketing expenses along with increased sales personnel related to the launching
of RouteRider LE, our new mobile route accounting solution.

   General and administrative expenses for the 2005 Period increased 4% to
$770,726 from $742,816 for the 2004 Period.

   LIQUIDITY AND CAPITAL RESOURCES

   We used cash of $85,442 and $466,817 from operations for the nine months
ended September 30, 2005 and 2004, respectively. For the nine months ended
September 30, 2005, our principal operating cash requirements were to fund our
loss from operations, along with a decrease in deferred revenues, offset by a
decrease in trade receivable and an increase in accounts payable and accrued
expenses. For the nine months ended September 30, 2004, our principal operating
cash requirements were to fund our loss from operations, along with an increase
in trade receivables and a decrease in deferred revenues, offset by a decrease
in inventories, along with non-cash charges for depreciation and amortization.

   We used cash of $24,139 and $46,903 for investing activities for the nine
months ended September 30, 2005 and 2004, respectively. In each nine-month
period, the cash was used for the purchase of capital equipment and for the
capitalization of internally developed software. As of September 30, 2005, we
had no material commitments for capital expenditures.

                                       14
<PAGE>

   We used cash of $9,973 and $15,649 for financing activities for the nine
months ended September 30, 2005 and 2004, respectively. In each nine-month
period, the cash was used to make payments on obligations under capital leases.

   We incurred an accumulated deficit of approximately $18.9 million through
September 30, 2005. As a result of this accumulated deficit, the report of our
independent registered public accounting firm relating to the financials for
2004 contains an explanatory paragraph regarding substantial doubt about our
ability to continue as a going concern. Our plans to address the situation are
presented below. However, there are no assurances that these plans will be
successful or sufficient.

   In the event our operations are not profitable or do not generate sufficient
cash to fund the business, or if we fail to obtain additional financing,
management will have to substantially reduce our level of operations. These
circumstances raise substantial doubt about our ability to continue as a going
concern. These interim financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

   In order to improve our cash position, we have taken a number of steps to
control our operating expenses, while simultaneously pursuing sales
opportunities. There is a possibility that the latter might not result in
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 maintain adequate levels of inventory and have not experienced any
interruption of supplies or services from vendors.

SECURITIES LITIGATION REFORM ACT

   The foregoing discussion and analysis 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, 2004.

   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. 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 above and elsewhere in this report.

   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

                                       15
<PAGE>

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.

ITEM 3.

CONTROLS AND PROCEDURES


   (a) Evaluation of Disclosure Controls and Procedures.

   Our principal executive officer and principal financial officer, after
evaluating the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this Quarterly Report on Form 10-QSB, have concluded that,
based on such evaluation, our disclosure controls and procedures were adequate
and effective to ensure that material information relating to us, was made known
to them by others within the Company, particularly during the period in which
this Quarterly Report on Form 10-QSB was being prepared. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management necessarily is required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.

   (b) Changes in Internal Controls.

   There were no changes in our internal control over financial reporting,
identified in connection with the evaluation of such internal control that
occurred during our last fiscal quarter, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       16
<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.

                                       17
<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 18, 2005                       /s/ John P.Ward
                                        ----------------------------
                                        John P. Ward
                                        Chairman of the Board, President and
                                        Chief Executive Officer (principal
                                        executive officer)

November 18, 2005                       /s/ Bruna Bucacci
                                        ----------------------------
                                        Bruna Bucacci
                                        Chief Accounting Officer (principal
                                        financial and accounting officer)
















                                       18
<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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