UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
(Check One):[ ]Form 10-K [ ]Form 20-F [ ]Form 1l-K [X]Form 10-Q [ ]Form N-SAR

For Period Ended: March 31, 2004

[ ] Transition Report on Form 10-K                           SEC FILE NUMBER
[ ] Transition Report on Form 20-F                              0-21743
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q                            CUSIP NUMBER
[ ] Transition Report on Form N-SAR                            640505103
For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

                           NEOMEDIA TECHNOLOGIES, INC.
                           --------------------------
                             Full Name of Registrant


                            -------------------------
                            Former Name if Applicable


                          2201 Second Street, Suite 402
            ---------------------------------------------------------
            Address of Principal Executive Office (Street and Number)



                              Fort Myers, FL 33901
                            ------------------------
                            City, State and Zip Code




PART II - RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

                  [ ]     (a)  The reasons  described in reasonable  detail in
                               Part III of this form could not be eliminated
                               without unreasonable effort or expense;

                  [X]     (b)  The subject annual report, semi-annual
                               report, transition report on Form 10-K, Form
                               20-F, I I-K, Form N-SAR, or portion thereof, will
                               be filed on or before the fifteenth calendar day
                               following the prescribed due date; or the subject
                               quarterly report of transition report on Form
                               10-Q, or portion thereof will be filed on or
                               before the fifth calendar day following the
                               prescribed due date; and

                  [ ]     (c)  The accountant's statement or other exhibit
                               required by Rule 12b-25(c) has been attached if
                               applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

      Due to unforeseen circumstances, we require additional time to complete
      the preparation of our financial information and respectfully request an
      extension.


PART IV - OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

          David A. Dodge                239                   337-3434
          --------------            -----------          ------------------
              (Name)                (Area Code)          (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company



      Act of 1940 during the preceding 12 months (or for such shorter) period
      that the registrant was required to file such reports) been filed? If
      answer is no, identify report(s).

                                [X] Yes [ ] No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof?

                                [X] Yes [ ] No

      If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

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

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date: May 17, 2004                  By:  /s/ David A. Dodge
                                        ---------------------------------------
                                        David A. Dodge, Chief Financial Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).



PART IV - ITEM (3) - EXPLANATION OF RESPONSE

The Company is currently evaluating the accounting treatment of a debt-related
financing entered into during the three months ended March 31, 2004. The
treatment could have a potential impact of $1.6 million increase to the
Company's net loss for the three months ended March 31, 2004. In the absence of
this adjustment, net loss would not differ materially from the three months
ended March 31,2003. The Company has not yet determined whether the adjustment
will be made.