SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

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

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


                        Date of Report: February 9, 2006


                           NEOMEDIA TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



             DELAWARE                     0-21743                36-3680347
--------------------------------------------------------------------------------
 (State or other jurisdiction of  (Commission File Number)      (IRS Employer
          incorporation)                                     Identification No.)


  2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA                   33901
  --------------------------------------------------                   -----
       (Address of principal executive offices)                     (Zip code)

 Registrant's telephone number, including area code:              (239) 337-3434
                                                                  --------------


                                 NOT APPLICABLE
          (Former Name or Former Address, If Changed Since Last Report)


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:

[ ]   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 13c-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

ITEM 8.01  OTHER EVENTS

         On February 9, 2006, Cornell Capital Partners, LP ("Cornell Capital")
exercised warrants (the "Warrants") to purchase 20,000,000 shares of common
stock, par value $0.01 per share, of NeoMedia Technologies, Inc. a Delaware
corporation (the "Company"). The Warrants were issued to Cornell Capital on
March 30, 2005 as a commitment fee for Cornell Capital entering into that
certain Standby Equity Distribution Agreement, dated March 30, 2006 by and
between the Company and Cornell Capital. The Warrants have an exercise price
equal to $0.20 per share. In connection with the exercise of the 20,000,000
Warrants, the Company received proceeds equal to $4,000,000.




<PAGE>

                                   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 hereunto duly authorized.

Date: February 9, 2006        NEOMEDIA TECHNOLOGIES, INC.

                              By:      /s/ Charles T. Jensen
                                       ---------------------------------------
                              Name:    Charles T. Jensen
                              Its:     Chief Executive Officer and Director
{"company-data": {"conformed-name": "NEOMEDIA TECHNOLOGIES INC", "cik": "0001022701", "assigned-sic": "7373", "irs-number": "363680347", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21743", "film-number": "06599593"}, "business-address": {"street1": "2201 SECOND ST STE 600", "street2": "STE 600", "city": "FORT MYERS", "state": "FL", "zip": "33901", "phone": "6303554404"}, "mail-address": {"street1": "2201 SECOND STREET", "street2": "SUITE 600", "city": "FORT MYERS", "state": "FL", "zip": "33901"}, "former-company": {"former-conformed-name": "DEVSYS INC", "date-changed": "19960911"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

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

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

                        Date of Report: February 9, 2006

                           NEOMEDIA TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

             DELAWARE                     0-21743                36-3680347
--------------------------------------------------------------------------------
 (State or other jurisdiction of  (Commission File Number)      (IRS Employer
          incorporation)                                     Identification No.)

  2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA                   33901
  --------------------------------------------------                   -----
       (Address of principal executive offices)                     (Zip code)

 Registrant's telephone number, including area code:              (239) 337-3434
                                                                  --------------

                                 NOT APPLICABLE
          (Former Name or Former Address, If Changed Since Last Report)

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:

[ ]   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 13c-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01  OTHER EVENTS

         On February 9, 2006, Cornell Capital Partners, LP ("Cornell Capital")
exercised warrants (the "Warrants") to purchase 20,000,000 shares of common
stock, par value $0.01 per share, of NeoMedia Technologies, Inc. a Delaware
corporation (the "Company"). The Warrants were issued to Cornell Capital on
March 30, 2005 as a commitment fee for Cornell Capital entering into that
certain Standby Equity Distribution Agreement, dated March 30, 2006 by and
between the Company and Cornell Capital. The Warrants have an exercise price
equal to $0.20 per share. In connection with the exercise of the 20,000,000
Warrants, the Company received proceeds equal to $4,000,000.
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 hereunto duly authorized.

Date: February 9, 2006        NEOMEDIA TECHNOLOGIES, INC.

                              By:      /s/ Charles T. Jensen
                                       ---------------------------------------
                              Name:    Charles T. Jensen
                              Its:     Chief Executive Officer and Director