UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

[Missing Graphic Reference]

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd) of OFthe ~~THE~~Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): January 11, 2011

~~Date~~National ~~of Report (Date of earliest event reported): July 12~~Datacomputer, ~~2010~~Inc.

~~0-15885~~(Exact Name of Registrant as Specified in Charter)

(Commission File Number)

Delaware	0-15585	04-2942832
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

NATIONAL DATACOMPUTER, INC.

19B Crosby Drive Bedford, Massachusetts 01730		781-275-1786
(Address of Principal Executive Offices)		(Zip Code)

~~(Exact~~Registrant’s ~~name~~telephone ofnumber, ~~registrant~~including asarea ~~specified~~code: ~~in its charter~~(508) 541-8800

Delaware		04-2942832
(State of Incorporation)		(IRS Employer Identification No.)

(Former Name or Former Address, if Changed Since Last Report)

~~19B~~Check ~~Crosby~~the ~~Drive,~~appropriate ~~Suite~~box ~~310,~~below ~~Bedford,~~if ~~Massachusetts~~the ~~01730~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Address of registrant's principal executive office)

(781) 275-1686

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under any of the

following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(Cc) under the Exchange Act (17 CFR 240.13e-4(c))

Items 1.01, 2.01, and 2.04. Entry into a Material Definitive Agreement; Completion of Acquisition or Disposition of Assets, and Triggering Events that Accelerate or Increase a Direct Financial Obligation.

~~Item~~Asset ~~1.01 Entry~~Purchase ~~into~~Agreement aand ~~Material~~Amendment ~~Definitive~~to Distribution Agreement

OnDue ~~July~~to ~~12,~~the ~~2010,~~Company’s ~~National~~inability ~~Datacomputer,~~to ~~Inc.~~meet (its financial obligations and the ~~“Company”)~~impending ~~entered~~loss ~~into~~of a ~~subscription~~critical distribution agreement ~~with~~granting ~~Mary~~the ~~Lee~~Company ~~Ingoldsby,~~the ~~pursuant~~right to ~~which~~distribute certain products, the Company’s ~~issued~~secured tolenders ~~Ms.~~(the ~~Ingoldsby~~“Secured aParties”) ~~secured~~acting ~~convertible~~upon ~~promissory~~an ~~note~~event inof ~~the~~default, ~~principal~~sold ~~amount~~certain of ~~$75~~the Company’s assets (other than cash and accounts receivable) (the “Asset Sale”),~~000~~ to Micronet, Ltd. ~~Such~~(“Micronet”), ~~promissory~~an ~~note~~unaffiliated ~~bears~~corporation ~~interest~~pursuant atto the ~~rate~~terms of ~~0.67%~~an ~~per~~asset ~~annum~~purchase agreement between the Secured Parties and Micronet dated January 10, ~~compounded~~2010 ~~annually~~(the “Asset Purchase Agreement”). In ~~All~~order ~~principal~~to induce Micronet to enter into the agreement, the Company also provided certain representations and ~~accrued~~warranties ~~interest~~regarding ~~will~~certain bebusiness ~~payable~~matters. The terms of the Secured Parties’ security interests in the Company’s assets are set forth in the Form 8-K filed by the Company on June 8, 2010 and the Form 8-K filed on July 1220, ~~2013~~2010.

~~Simultaneously~~The ~~with~~purchase price for the ~~issue~~assets is (a) $50,000 payable at closing and (b) an additional amount pursuant to the following terms (the “Additional Consideration”): Micronet shall pay an aggregate amount which equals to 25% of ~~such~~the ~~promissory~~Net ~~note~~Profit Before Tax of the Micronet's subsidiary, Micronet Mobile Technologies, Inc. (the ~~Company~~"US ~~amended~~Subsidiary") ~~and~~made ~~restated~~during ~~certain~~the ~~promissory~~calendar ~~notes~~year ~~issued~~2011 as a result of its RouteRiderLE operations in ~~April~~the ~~2010~~US. $40,000 toof ~~three~~the ~~other~~initial ~~investors~~$50,000 ~~including~~shall ~~one~~be ~~officer~~considered as an advance payment on account of the ~~company~~Additional Consideration, soand will be deducted from the first quarterly Additional Consideration payments. For the purpose of calculating the Additional Consideration, Micronet hereby agrees that ~~all~~during ~~such~~the ~~promissory~~year ~~notes~~2011, it shall charge the US Subsidiary only 35% of the license and maintenance revenues of the US Subsidiary, regardless of the amount actually charged. Such charge will be considered as an expense in the RouteRiderLE US Subsidiary operation for the purpose of calculating the Net Profit Before Tax. The Additional Consideration shall be paid quarterly, within sixty (~~together~~60) ~~with~~of the ~~promissory~~end ~~note~~of ~~issued~~each toquarter. MsCalculations of the Additional Consideration will be made on a yearly accumulative basis. Micronet ~~Ingoldsby~~shall allow the Secured Parties, NDI and its shareholders, at NDI's expense and subject to the ~~“Notes”)~~execution of confidentiality agreements with Micronet, ~~bear~~access ~~identical~~to ~~terms~~Micronet and the US Subsidiary's quarterly and annual financial reports for the year 2011. ~~The~~If ~~aggregate~~NDI ~~principal~~or ~~amount~~any of ~~all~~its ~~four~~shareholders, ~~Notes~~directors, isofficers ~~$150~~or employees bring any action against Micronet other than for the enforcement of this Agreement or for damages for its breach,~~000~~ NDI shall not be entitled to the Additional Consideration, until such time that such action is finally adjudicated or settled.

AtThe ~~any~~initial ~~time on or after July 12~~$50,000 ~~2012,~~payment ~~the~~was ~~principal~~used ~~balance~~to ofpay ~~the~~accrued ~~Notes,~~salaries ~~together with any~~ and ~~all~~payroll ~~accrued interest~~taxes, ~~will~~sums bedue ~~convertible~~certain increditors and ~~whole~~for orother inexpenses ~~part,~~of at the ~~option~~transaction. Any ofadditional ~~the~~proceeds, ~~respective~~if ~~holders~~any, ~~into~~to ~~such~~be ~~number~~received ofunder ~~shares of~~ the ~~Company’s~~Asset ~~Common~~Purchase ~~Stock which equals 127~~Agreement,~~306.6~~ ~~shares~~will ofbe ~~Common~~used ~~Stock~~first ~~(as~~to ~~such~~pay ~~number~~sums ~~may~~due ~~be adjusted~~ to ~~reflect~~the ~~any~~Secured ~~stock dividends~~Parties, ~~combinations~~which, ~~splits~~as orof ~~similar~~December ~~events~~31, ~~with~~2010 ~~respect~~totaled to$237,979. Interest ~~such~~on ~~shares)~~sums ~~for~~due ~~each~~the ~~$1,000~~Secured ofParties ~~principal~~accrues ~~and~~ interest ~~which~~at the ~~holder~~rate ~~elects~~of ~~to convert~~7.0% ~~Such~~per ~~principal~~annum. If ~~balance~~there ~~(excluding~~are ~~interest),~~any ifadditional ~~converted in full~~proceeds, isthe ~~convertible~~Company ~~into~~currently ~~19,095,990~~intends ~~shares~~for ofsuch ~~Common~~proceeds ~~Stock,~~to ~~which~~be ~~amount~~used ~~is equal~~ to ~~80%~~pay ofother ~~the~~obligations ~~number~~to ofcreditors. It ~~shares~~is ofnot ~~Common~~anticipated ~~Stock~~that ~~outstanding~~there onwill ~~July~~be ~~12,~~additional ~~2010,~~proceeds ~~calculated~~from onthe aAsset ~~fully~~Sale ~~diluted~~for ~~basis~~distribution ~~and~~to ~~including conversion of the Notes~~stockholders.

The ~~Notes~~foregoing ~~may~~description of the Asset Sale does not purport to be ~~prepaid~~a bycomplete statement of the ~~Company~~parties’ atrights under the Asset Purchase Agreement and is qualified in its ~~election~~entirety ~~with~~by reference to the ~~written~~full ~~consent~~text of the ~~holders~~Asset ofPurchase atAgreement, ~~least~~a ~~75%~~copy inof ~~original~~which ~~principal~~is ~~amount~~filed ofwith the ~~Notes~~this Current Report as Exhibit 99.1 and is incorporated by reference herein.

~~The~~Safe ~~Company’s~~Harbor ~~obligations~~for ~~under~~Forward-Looking ~~the Notes are secured by the grant of a first priority security interest in all of the Company’s assets.~~Statements

~~Subject~~The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Current Report (as well as information included in oral statements or other written statements made or to ~~applicable~~be ~~cure~~made ~~periods~~by executive officers or directors of the Company) contains statements that are forward-looking, such as expectations about the ~~holders~~proposed ofAsset aSale ~~majority~~and the Purchase Agreement, the retention of the ~~principal~~net ~~amount~~cash proceeds by the Company, and the ability of the ~~Notes~~Company ~~outstanding~~to ~~from~~obtain ~~time~~additional funding to ~~time~~continue ~~may~~operations ~~declare~~or find a purchaser for its remaining assets. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the ~~entire~~future ~~unpaid~~and, ~~principal~~accordingly, ~~balance~~such results may differ from those expressed in any forward-looking statements made by or on behalf of the ~~Notes~~Company. These risks and uncertainties include, but are not limited to, bethe ~~due~~risk that the Company’s stockholders do not approve the Purchase Agreement, the risk that the proposed Asset Sale is not closed, and ~~payable~~the ~~upon~~risk ~~certain~~that ~~events~~the ofCompany ~~default~~does not obtain additional funding to continue operations or find a purchaser for its remaining assets. For more information, review the Company’s filings with the SEC.

~~The~~Item ~~issuance~~9.01 ofFinancial ~~the~~Statements ~~Notes~~and ~~was exempt from registration under the Securities Act of 1933, as amended, pursuant to an exemption provided by Section 4(2) of the Securities Act~~Exhibits.

~~Item 2~~(d) Exhibits.~~03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant~~

~~See~~99.1 ~~the~~Asset ~~disclosures~~Purchase inAgreement ~~Item~~dated ~~1.01~~January ~~above~~10, ~~which~~2011 ~~are~~by ~~incorporated~~and ~~herein~~among bythe ~~this~~Registrant, ~~reference~~the Secured Parties named therein and Micronet, Ltd.*

*Exhibits omitted pursuant to Item 3601(b)(2) of Regulation S-K.~~02 Unregistered~~ ~~Sales~~The Company agrees to furnish a supplemental copy of ~~Equity~~any ~~Securities~~omitted exhibit to the SEC upon request.

~~See the disclosures in Item 1.01 above, which are incorporated herein by this reference.~~SIGNATURES

~~Item~~Pursuant ~~5.02 Departure~~to ofthe ~~Directors~~requirements orof ~~Certain~~the ~~Officers;~~Securities ~~Election~~Exchange Act of ~~Directors;~~1934, ~~Appointment~~the ofregistrant ~~Certain~~has ~~Officers;~~duly ~~Compensatory~~caused ~~Arrangements~~this ofreport ~~Certain~~to ~~Officers~~be signed on its behalf by the undersigned hereunto duly authorized.

In connection with the repurchase of the shares of Common Stock owned by Mr. Anthony Stafford (see Item 8.01, below), Mr. Stafford resigned from the Company’s Board of Directors and as the Chairman of the Board, effective July 13, 2010. Mr. Stafford indicated that his resignation was due to a personal decision to pursue other interests and was not the result of any disagreements with the Company’s management or Board of Directors.

	National Datacomputer, Inc.

January 12, 2011	By:	/s/ Bruna S. Bucacci

		Name: Bruna S. Bucacci
		Title: President and Chief Executive Officer

On July 15, 2010, the Board of Directors appointed Ms. Bruna Bucacci, a current member of the Company’s Board of Directors, as the interim Chairman of the Board. Also effective July 15, 2010, the Board of Directors appointed Ms. Ingoldsby as a member of the Board, in consideration of her purchase of the promissory note described in Item 1.01, above. It is expected that Ms. Ingoldsby’s husband, Michael Ingoldsby will assist the Company in its attempt to raise additional capital. As of the filing of this Report, the Company has not entered into any specific agreement with Mr. Ingoldsby and no such agreement has been approved by the Company’s Board of Directors.

Ms. Ingoldsby is a licensed real estate broker and has been an Associate Broker at Coldwell Banker Residential Brokerage since 2001. Prior to 2001, she was a member of the Board of Directors of Managed Health Care Systems, a private corporation in Hingham, Mass which provides home health care services to senior citizens in their home settings. Ms. Ingoldsby was also a member of the Board of Directors of the Altwell Group, an organizational consulting group in Waltham, Mass, from 1985 to 2002. Ms. Ingoldsby received both a Bachelor of Science degree in Education and a Master of Science degree in Special Education from Boston College.

Item 8.01 Other Events

On July 13, 2010 the Company repurchased 3,115,077 shares of its Common Stock owned by Anthony Stafford, for an aggregate purchase price of $5,000, or $0.0016 per share. Such shares constituted 65.24% of the Company’s common Stock outstanding as of such date.

Item 9.01 Exhibits

(d) The following exhibits are furnished with this report:

Exhibit Number Description

10.1 Secured Convertible Promissory Note dated July 12, 2010, issued to Mary Lee Ingoldsby

10.2 Amended and Restated Convertible Note dated July 12, 2010, issued to Bruna Bucacci

10.3 (1) Form of Subscription Agreement

10.4 (1) Form of Security Agreement

10.5 Letter Agreement dated July 13, 2010, between the Company and Anthony Stafford

________________

(1) Filed as an exhibit to the Company’s Current report on Form 8-K dated April 21, 2010, and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities 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.
Date: July 20, 2010	By:	/s/ Bruna Bucacci
		Bruna Bucacci, Chief Executive Officer

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