National Datacomputer Inc.(fka NDCP)

[MWM]

Nice 8K today

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 29, 2006

0-15885
(Commission File Number)

NATIONAL DATACOMPUTER, INC.
(Exact name of registrant as specified in its charter)

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

900 Middlesex Turnpike, Billerica, Massachusetts 01821
(Address of registrant's principal executive office)


[phone]
(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 (see General Instruction A.2. below):

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

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

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

[ ] Pre-commencement communications pursuant to Rule 13e-4(C) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 5.01 CHANGE OF CONTROL OF REGISTRANT.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT 99.1 TERM SHEET DATED NOVEMBER 29, 2006

On November 29, 2006, National Datacomputer, Inc. entered into a
term sheet (the "Term Sheet") with A.S.T., Inc. ("AST") and Phyle Industries,
Inc. ("Phyle").

Under the terms of an agreement entered into by Phyle with
CapitalBank AG, Phyle submitted a bid which was accepted by CapitalBank AG,
resulting in the transfer of 4,150 shares of the Company's Preferred Stock
(representing all of the Company's issued and outstanding preferred stock), and
22,301,900 shares of the Company's Common Stock together with accrued but unpaid
stock dividends (representing approximately 90% of the Company's Common Stock in
the aggregate) (the "Common Stock").

Under the Term Sheet, NDI has agreed to sell its audit business line
to AST in exchange for the Preferred Stock and, acting as agent for certain
purchasers, has agreed to accept the transfer of the Common Stock and advance to
Phyle $250,000 for the Common Stock, which will be acquired by certain
investors.

These investors have agreed in principal to pay the $250,000 for the
purchase of the Common Stock and to provide additional working capital of up to
$350,000 in a form to be determined. It is expected that one of these investors,
not previously affiliated with the Company, upon consummation of the deal will
acquire voting control of the Company. As part of the arrangement, this investor
has requested that Company officers and directors also participate in the
purchase. The form of the final transaction as it relates to officers and
directors, will be subject to such approvals as are required under applicable
Delaware law.

As a result of the transactions, which remain subject to
consummation, it is expected that the prior outstanding preferred stock will be
redeemed and retired by the Company and that the investors will provide an
additional $350,000 of working capital, and its audit business line will be sold
to AST..




SIGNATURES

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: December 4, 2006 By: /s/ William Berens
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William Berens, Chief Executive Officer