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 17, 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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On February 17, 2006, NeoMedia Technologies,  Inc., a Delaware corporation
(the  "Company")   entered  into  an  Investment   Agreement  (the   "Investment
Agreement") with Cornell Capital  Partners,  LP, a Delaware limited  partnership
(the "Buyer").  Pursuant to the Investment Agreement, the Company will issue and
sell to the Buyer  Twenty-Seven  Million  Dollars (US  $27,000,000)  of Series C
Preferred Shares (the "Series C Preferred  Shares"),  of which (i) Three Million
Two  Hundred  Eighty  Thousand  Seven  Hundred  Two  Dollars  ($3,208,702)  were
purchased by the Buyer for  consideration  solely  consisting of surrending that
certain  Promissory Note, dated March 30, 2005 in the original  principal amount
of Ten Million Dollars (US  $10,000,000)  issued in the name of the Buyer,  (ii)
Eighteen  Million Seven  Hundred  Ninety-One  Thousand Two Hundred  Ninety-Eight
Dollars (US  $18,791,298)  were purchased by additional  funding  (consisting of
$16,791,298 of immediately  available  funds and $2,000,000 of securities)  from
the  Buyer  as of  February  17,  2006,  and  (iii)  Five  Million  Dollars  (US
$5,000,000) shall be purchased by an additional funding by the Buyer on the date
a  registration  statement  filed by the  Company  pursuant to the terms of that
certain Investor  Registration Rights Agreement,  dated February 17, 2006 by and
between the Company and the Buyer is declared  effective by the U.S.  Securities
and Exchange  Commission.  The Series C Preferred  Shares are  convertible  into
shares of the  Company's  common  stock,  par value $0.01 per share (the "Common
Stock") in accordance with the terms of the Company Certificate of Designations,
Preferences, and Rights of the Series C Preferred Shares.

      In  addition,  pursuant  to the  terms of the  Investment  Agreement,  the
Company  issued  to  the  Buyer  (i)  a  warrant  to  purchase   twenty  million
(20,000,000)  shares of Common Stock  exercisable  for a period of 5 years at an
exercise  price of $0.50 per  share;  (ii) a  warrant  to  purchase  twenty-five
million  (25,000,000) shares of common stock exercisable for a period of 5 years
at an exercise price of $0.40 per share;  and (iii) a warrant to purchase thirty
million  (30,000,000) shares of common stock exercisable for a period of 5 years
at an exercise price of $0.35 per share.

      On February 17, 2006, the Company and the Buyer entered into an Assumption
Agreement,  whereby the Buyer sold and  assigned to the  Company  those  certain
Promissory  Notes  issued by Pick Ups Plus,  Inc.,  dated  September  30,  2003,
October 13, 2004,  June 6, 2005, and August 4, 2005, in the aggregate  principal
amount of $1,365,000 and accrued  interest of  $246,231.78  for a purchase price
equal to One Million Six Hundred Eleven Thousand Two Hundred  Thirty-One Dollars
and 78/100 (US $1,611,231.78).

      On February 17, 2006, the Company and the Buyer entered into an Assignment
of Common  Stock,  whereby the Buyer sold and  assigned  to the  Company  twenty
million (20,000,000) shares of common stock, par value $0.001 per share, of Pick
Ups Plus, Inc. for a purchase price equal to Three Hundred Eighty-Eight Thousand
Seven Hundred Sixty-Eight Dollars and 22/100 (US $388,768.22).

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

      See Item 1.01 above.


                                     - 2 -
<PAGE>

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT NO.        ITEM
------------       -----------------------------------------------------------------       -----------------
<S>                <C>                                                                     <C>
Exhibit 10.1       Investment Agreement, dated February 17, 2006 by and between the        Provided herewith
                   Company and the Buyer

Exhibit 10.2       Investor Registration Rights Agreement, dated February 17, 2006 by      Provided herewith
                   and between the Company and the Buyer

Exhibit 10.3       Irrevocable Transfer Agent Instruction, dated February
                   17, 2006, by Provided herewith and among the Company, the
                   Buyer and American Stock Transfer & Trust Co.

Exhibit 10.4       Warrant, dated February 17, 2006                                        Provided herewith

Exhibit 10.5       Warrant, dated February 17, 2006                                        Provided herewith

Exhibit 10.6       Warrant, dated February 17, 2006                                        Provided herewith

Exhibit 10.7       Assignment Agreement, dated February 17, 2006 by the Buyer and the      Provided herewith
                   Company

Exhibit 10.8       Assignment of Common Stock, dated February 17, 2006 by and between      Provided herewith
                   the Company and the Buyer
</TABLE>


                                     - 3 -
<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 17, 2006           NEOMEDIA TECHNOLGIES, INC.

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


                                      - 4 -
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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 17, 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 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On February 17, 2006, NeoMedia Technologies,  Inc., a Delaware corporation
(the  "Company")   entered  into  an  Investment   Agreement  (the   "Investment
Agreement") with Cornell Capital  Partners,  LP, a Delaware limited  partnership
(the "Buyer").  Pursuant to the Investment Agreement, the Company will issue and
sell to the Buyer  Twenty-Seven  Million  Dollars (US  $27,000,000)  of Series C
Preferred Shares (the "Series C Preferred  Shares"),  of which (i) Three Million
Two  Hundred  Eighty  Thousand  Seven  Hundred  Two  Dollars  ($3,208,702)  were
purchased by the Buyer for  consideration  solely  consisting of surrending that
certain  Promissory Note, dated March 30, 2005 in the original  principal amount
of Ten Million Dollars (US  $10,000,000)  issued in the name of the Buyer,  (ii)
Eighteen  Million Seven  Hundred  Ninety-One  Thousand Two Hundred  Ninety-Eight
Dollars (US  $18,791,298)  were purchased by additional  funding  (consisting of
$16,791,298 of immediately  available  funds and $2,000,000 of securities)  from
the  Buyer  as of  February  17,  2006,  and  (iii)  Five  Million  Dollars  (US
$5,000,000) shall be purchased by an additional funding by the Buyer on the date
a  registration  statement  filed by the  Company  pursuant to the terms of that
certain Investor  Registration Rights Agreement,  dated February 17, 2006 by and
between the Company and the Buyer is declared  effective by the U.S.  Securities
and Exchange  Commission.  The Series C Preferred  Shares are  convertible  into
shares of the  Company's  common  stock,  par value $0.01 per share (the "Common
Stock") in accordance with the terms of the Company Certificate of Designations,
Preferences, and Rights of the Series C Preferred Shares.

      In  addition,  pursuant  to the  terms of the  Investment  Agreement,  the
Company  issued  to  the  Buyer  (i)  a  warrant  to  purchase   twenty  million
(20,000,000)  shares of Common Stock  exercisable  for a period of 5 years at an
exercise  price of $0.50 per  share;  (ii) a  warrant  to  purchase  twenty-five
million  (25,000,000) shares of common stock exercisable for a period of 5 years
at an exercise price of $0.40 per share;  and (iii) a warrant to purchase thirty
million  (30,000,000) shares of common stock exercisable for a period of 5 years
at an exercise price of $0.35 per share.

      On February 17, 2006, the Company and the Buyer entered into an Assumption
Agreement,  whereby the Buyer sold and  assigned to the  Company  those  certain
Promissory  Notes  issued by Pick Ups Plus,  Inc.,  dated  September  30,  2003,
October 13, 2004,  June 6, 2005, and August 4, 2005, in the aggregate  principal
amount of $1,365,000 and accrued  interest of  $246,231.78  for a purchase price
equal to One Million Six Hundred Eleven Thousand Two Hundred  Thirty-One Dollars
and 78/100 (US $1,611,231.78).

      On February 17, 2006, the Company and the Buyer entered into an Assignment
of Common  Stock,  whereby the Buyer sold and  assigned  to the  Company  twenty
million (20,000,000) shares of common stock, par value $0.001 per share, of Pick
Ups Plus, Inc. for a purchase price equal to Three Hundred Eighty-Eight Thousand
Seven Hundred Sixty-Eight Dollars and 22/100 (US $388,768.22).

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

      See Item 1.01 above.

                                     - 2 -
ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO.        ITEM
------------       -----------------------------------------------------------------       -----------------
Exhibit 10.1       Investment Agreement, dated February 17, 2006 by and between the        Provided herewith
                   Company and the Buyer

Exhibit 10.2       Investor Registration Rights Agreement, dated February 17, 2006 by      Provided herewith
                   and between the Company and the Buyer

Exhibit 10.3       Irrevocable Transfer Agent Instruction, dated February
                   17, 2006, by Provided herewith and among the Company, the
                   Buyer and American Stock Transfer & Trust Co.

Exhibit 10.4       Warrant, dated February 17, 2006                                        Provided herewith

Exhibit 10.5       Warrant, dated February 17, 2006                                        Provided herewith

Exhibit 10.6       Warrant, dated February 17, 2006                                        Provided herewith

Exhibit 10.7       Assignment Agreement, dated February 17, 2006 by the Buyer and the      Provided herewith
                   Company

Exhibit 10.8       Assignment of Common Stock, dated February 17, 2006 by and between      Provided herewith
                   the Company and the Buyer
- 3 -
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 17, 2006           NEOMEDIA TECHNOLGIES, INC.

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

                                      - 4 -