U.S. 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 (Date of Earliest Event Reported): July 27, 2005

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


        Delaware                         0-21743                 36-3680347
        --------                         -------                 ----------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      Incorporation)                                        Identification No.)


 2201 Second Street, Suite 402, Fort
           Myers, Florida                                       33901
           --------------                                       -----
   (Address of Principal Executive                           (Zip Code)
              Offices)

                         (239) - 337-3434 (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))


<PAGE>

ITEM 8.01.  OTHER EVENTS

      On July  27,  2005,  NeoMedia  Technologies,  Inc.  ("NeoMedia)  signed  a
non-binding   Letter  of  Intent   (the  "LOI")  to  acquire   Mobot(TM),   Inc.
(www.mobot.com [http://www.mobot.com/]) ("Mobot") of Lexington, Massachusetts, a
pioneer  and  leader in mobile  visual  search  technologies.  The LOI calls for
NeoMedia  to acquire  all of the  outstanding  shares of Mobot in  exchange  for
$3,500,000 cash and $6,500,000 in shares of NeoMedia common stock.

      On August 1, 2005,  NeoMedia  issued a press  release  with respect to the
LOI, attached hereto as Exhibit 16.3.

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Promissory Note

      On July 28, 2005,  NeoMedia lent Mobot the principal amount of $600,000 in
the form of an unsecured promissory note (the "Note"). The Note accrues interest
at a rate  of 6% per  annum.  The  Note  will  be  forgiven  upon  signing  of a
definitive  purchase  agreement for the  acquisition  of all of the  outstanding
shares  of  Mobot  by  NeoMedia,  as  contemplated  the LOI.  In the  event  the
acquisition is not  consummated,  the Note will become due 90 days after written
notice of  cancellation  of the LOI. In the event the LOI is terminated  and the
Note is not repaid  within 90 days of such  cancellation,  the Note will convert
into shares of Mobot common stock with a value equal to the unpaid principal and
accrued interest on the Note.

      In the  event a  definitive  purchase  agreement  is not  executed  by the
parties,  or the LOI is not  terminated,  by September  26, 2005,  Mobot has the
right to demand  an  additional  $200,000  loan  from  NeoMedia.  In the event a
definitive purchase agreement is not executed, or the LOI is not terminated,  by
October 26, 2005, Mobot has the right to demand an additional $200,000 loan from
NeoMedia. Both of the additional loans would be in the form of a promissory note
subject to the same terms as the Note.


                                       2
<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.

                                          NeoMedia Technologies, Inc.
                                          (Registrant)


Date: July 28, 2005                       By: /s/ Charles T. Jensen
                                              ----------------------------------
                                          Charles T. Jensen, President,
                                          Chief Executive Officer and Director


                                       3
<PAGE>

                                  EXHIBIT INDEX

   Exhibit No.     Description
   -----------     -----------
      16.1         Letter of Intent between NeoMedia and Mobot
      16.2         Promissory Note Payable by Mobot to NeoMedia
      16.3         Press release dated August 1, 2005


                                       4
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U.S. 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 (Date of Earliest Event Reported): July 27, 2005

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

        Delaware                         0-21743                 36-3680347
        --------                         -------                 ----------
(State or Other Jurisdiction     (Commission File Number)      (IRS Employer
      Incorporation)                                        Identification No.)

 2201 Second Street, Suite 402, Fort
           Myers, Florida                                       33901
           --------------                                       -----
   (Address of Principal Executive                           (Zip Code)
              Offices)

                         (239) - 337-3434 (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))
ITEM 8.01.  OTHER EVENTS

      On July  27,  2005,  NeoMedia  Technologies,  Inc.  ("NeoMedia)  signed  a
non-binding   Letter  of  Intent   (the  "LOI")  to  acquire   Mobot(TM),   Inc.
(www.mobot.com [http://www.mobot.com/]) ("Mobot") of Lexington, Massachusetts, a
pioneer  and  leader in mobile  visual  search  technologies.  The LOI calls for
NeoMedia  to acquire  all of the  outstanding  shares of Mobot in  exchange  for
$3,500,000 cash and $6,500,000 in shares of NeoMedia common stock.

      On August 1, 2005,  NeoMedia  issued a press  release  with respect to the
LOI, attached hereto as Exhibit 16.3.

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Promissory Note

      On July 28, 2005,  NeoMedia lent Mobot the principal amount of $600,000 in
the form of an unsecured promissory note (the "Note"). The Note accrues interest
at a rate  of 6% per  annum.  The  Note  will  be  forgiven  upon  signing  of a
definitive  purchase  agreement for the  acquisition  of all of the  outstanding
shares  of  Mobot  by  NeoMedia,  as  contemplated  the LOI.  In the  event  the
acquisition is not  consummated,  the Note will become due 90 days after written
notice of  cancellation  of the LOI. In the event the LOI is terminated  and the
Note is not repaid  within 90 days of such  cancellation,  the Note will convert
into shares of Mobot common stock with a value equal to the unpaid principal and
accrued interest on the Note.

      In the  event a  definitive  purchase  agreement  is not  executed  by the
parties,  or the LOI is not  terminated,  by September  26, 2005,  Mobot has the
right to demand  an  additional  $200,000  loan  from  NeoMedia.  In the event a
definitive purchase agreement is not executed, or the LOI is not terminated,  by
October 26, 2005, Mobot has the right to demand an additional $200,000 loan from
NeoMedia. Both of the additional loans would be in the form of a promissory note
subject to the same terms as the Note.

                                       2
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.

                                          NeoMedia Technologies, Inc.
                                          (Registrant)

Date: July 28, 2005                       By: /s/ Charles T. Jensen
                                              ----------------------------------
                                          Charles T. Jensen, President,
                                          Chief Executive Officer and Director

                                       3
EXHIBIT INDEX

   Exhibit No.     Description
   -----------     -----------
      16.1         Letter of Intent between NeoMedia and Mobot
      16.2         Promissory Note Payable by Mobot to NeoMedia
      16.3         Press release dated August 1, 2005

                                       4