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, 2006

[ ] Transition Report on Form 10-K                          SEC FILE NUMBER
[ ] Transition Report on Form 20-F                           000-21743
[ ] 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 600
                            -------------------------
            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;

                  (b)   The subject annual report, semi-annual report,
                        transition report on Form 10-K, Form 20-F, 11-K, Form
                        N-SAR, or portion thereof, will be filed on or before
                        the fifteenth calendar day following the prescribed due
[X]                     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)

The Company requires additional time to prepare its consolidated financial
information and Form 10-Q for its fiscal quarter ended March 31, 2006.




PART IV - OTHER INFORMATION

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

DAVID A. DODGE                      239                337-3434 x166
- --------------                  -----------          ------------------
    (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.

      Explanation of Anticipated Change
      ---------------------------------

      NeoMedia expects that revenue and operating expenses for the three months
      ended March 31, 2006 will be materially higher than for the three months
      ended March 31, 2005, due to the fact that revenue from the recent
      acquisitions of Mobot, Inc., Sponge Limited, Gavitec AG, 12Snap AG, and
      BSD Software, Inc. will be reflected for a portion of the first quarter
      2006. Due to the fact that the Company has not completed preparation of
      its financials statements, the Company is not able to quantify the changes
      at this time.


                           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 9, 2006              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).