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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0058
SECURITIES AND EXCHANGE COMMISSION Expires: March 31, 2006
WASHINGTON, D.C. 20549 Estimated average burden
hours per response..2.50
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FORM 12B-25 SEC FILE NUMBER
000-15885
NOTIFICATION OF LATE FILING ------------------------
CUSIP NUMBER
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(CHECK ONE): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CSR
For Period
Ended: December 31, 2005
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR For the Transition Period Ended:
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
National Datacomputer, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
900 Middlesex Turnpike, Bldg # 5
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Address of Principal Executive Office (STREET AND NUMBER)
Billerica, MA 01821
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City, State and Zip Code
PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the
|X| fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Registrant has encountered delays in preparing the Annual Report on
Form 10-KSB for the year ended December 31, 2005, as the Registrant is currently
seeking to resolve a dispute with Capital Bank, acting as representative for
preferred stock investors, regarding the issuance of stock options by the
Registrant and certain other matters. The options in question were granted in a
period covered by the financials to be included in the 10-KSB and thus require
resolution before the issuer can file and resolution of the other matters may
also impact the financials to be included in the Form 10-KSB. This delay could
not be eliminated by the registrant without undue effort or expense.
(Attach extra Sheets if Needed)
SEC 1344 PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
(07-03) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bruna Bucacci (978) 663-7677
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
NATIONAL DATACOMPUTER, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 3, 2006 By /s/ Bill Berens
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Bill Berens
President, Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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