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): February 28, 2006

                           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 600,
      FORT MYERS, FLORIDA                                      33901
----------------------------------                 -----------------------------
 (Address of Principal Executive                            (Zip Code)
            Offices)

                                (239) - 337-3434
                           --------------------------
                             (Registrant'sTelephone
                          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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT



DISTRIBUTION AGREEMENT

      On February 28, 2006, NeoMedia Technologies, Inc. ("NeoMedia") signed a
10-year exclusive supply agreement with Beijing Sino-US Jinche Yingang Auto
Technological Services Limited ("Jinche"), a Beijing-based joint venture
operating under the laws of the People's Republic of China specializing in
automobile sales, financing, insurance and repair. "Automart" is the brand name
of Jinche, with which NeoMedia signed a distribution agreement in August 2005.
The new agreement expands on the previous agreement, giving Jinche the exclusive
rights to distribute NeoMedia's micro paint repair products to their own stores
and others throughout China, Hong Kong, Macao, and Taiwan, and also guaranteeing
that Jinche will purchase at least 70% of its non-micro paint products through
NeoMedia as its distributor.


      The agreement is attached hereto as Exhibit 16.1. On March 2, 2006,
NeoMedia issued a press release with respect to the agreement, attached hereto
as Exhibit 16.2.





                                       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: March 1, 2006                         By: /s/ Charles T. Jensen
      -------------                             --------------------------------
                                            Charles T. Jensen, President,
                                            Chief Executive Officer and Director









                                       3
<PAGE>



                                  EXHIBIT INDEX


         EXHIBIT NO.     DESCRIPTION
         -----------     -----------

            16.1        Sole Agent Agreement between NeoMedia and Beijing
                        Sino-US Jinche Yingang Auto Technological Services
                        Limited
            16.2        Press release dated March 2, 2006















                                       4
{"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": "06658578"}, "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"}}
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): February 28, 2006

                           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 600,
      FORT MYERS, FLORIDA                                      33901
----------------------------------                 -----------------------------
 (Address of Principal Executive                            (Zip Code)
            Offices)

                                (239) - 337-3434
                           --------------------------
                             (Registrant'sTelephone
                          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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

DISTRIBUTION AGREEMENT

      On February 28, 2006, NeoMedia Technologies, Inc. ("NeoMedia") signed a
10-year exclusive supply agreement with Beijing Sino-US Jinche Yingang Auto
Technological Services Limited ("Jinche"), a Beijing-based joint venture
operating under the laws of the People's Republic of China specializing in
automobile sales, financing, insurance and repair. "Automart" is the brand name
of Jinche, with which NeoMedia signed a distribution agreement in August 2005.
The new agreement expands on the previous agreement, giving Jinche the exclusive
rights to distribute NeoMedia's micro paint repair products to their own stores
and others throughout China, Hong Kong, Macao, and Taiwan, and also guaranteeing
that Jinche will purchase at least 70% of its non-micro paint products through
NeoMedia as its distributor.

      The agreement is attached hereto as Exhibit 16.1. On March 2, 2006,
NeoMedia issued a press release with respect to the agreement, attached hereto
as Exhibit 16.2.

                                       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: March 1, 2006                         By: /s/ Charles T. Jensen
      -------------                             --------------------------------
                                            Charles T. Jensen, President,
                                            Chief Executive Officer and Director

                                       3
EXHIBIT INDEX

         EXHIBIT NO.     DESCRIPTION
         -----------     -----------

            16.1        Sole Agent Agreement between NeoMedia and Beijing
                        Sino-US Jinche Yingang Auto Technological Services
                        Limited
            16.2        Press release dated March 2, 2006

                                       4