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): April 17, 2003


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



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



         2201 SECOND STREET, SUITE 402, FORT MYERS, FLORIDA            33901
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                  (Address of Principal Executive Offices)         (Zip Code)

                                (239) - 337-3434
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              (Registrant's Telephone Number, including Area Code)


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                              ITEM 5. OTHER EVENTS.


STOCK ISSUED TO PAY LIABILITIES

         On April 17, 2003,  the Board of  Directors  of NeoMedia  Technologies,
Inc. (the "Company")  approved the payment in full of approximately  $154,000 of
liabilities owed by the Company to Charles W. Fritz,  the Company's  Founder and
Chairman of the Board of Directors, through the issuance of 15,445,967 shares of
common  stock.  The shares  granted as  payment of the  liability  have not been
registered for re-sale with the US Securities and Exchange Commission.



PRIVATE PLACEMENT

         On April 21,  2003,  the Company sold  25,000,000  shares of its common
stock, par value $0.01, in a private placement at a price of $0.01 per share. In
connection  with the sale,  the Company  also granted the  purchaser  25,000,000
warrants to purchase  shares of the Company's  common stock at an exercise price
of $0.01  per  share.  The  purchaser  was  William  E.  Fritz,  a member of the
Company's  Board of  Directors.  Proceeds to the Company from sale of the shares
were $250,000.

         The Company last reported its outstanding  shares as of March 30, 2003,
at which time it had  36,899,341  shares  outstanding.  The closing price of the
Company's  common  stock on April 17, 2003 (the last  business  day prior to the
private  placement)  was $0.01 per share.  Neither the purchased  shares nor the
shares  underlying the warrants  granted in the private  placement have not been
registered for re-sale with the US Securities and Exchange Commission.





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                                   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: April 24, 2003                By:/s/ Charles T. Jensen
      --------------                   ---------------------------------
                                    Charles T. Jensen, President, Chief
                                    Operating Officer, Acting Chief Executive
                                    Officer and Director


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