8-K

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 1, 2007

NEOMEDIA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-21743	36-3680347
(State or Other Jurisdiction  Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2201 Second Street, Suite 600, Fort Myers, Florida		33901
(Address of Principal Executive Offices)		(Zip Code)
	(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 2, 2007, NeoMedia Technologies, Inc. (the “Company”) appointed George O’Leary to its board of directors.

Mr. O’Leary is currently the President of SKS Consulting of South Florida Corp. (“SKS”) and is working with the Company under a two year consulting agreement, under which he will lead the execution of the Company’s strategic plan. Prior to assuming his duties with NeoMedia, he was and still is a consultant to NeoGenomics (OTCBB:NGNM) and was acting Chief Operating Officer from October 2004 to April 2005 were he helped the turn-around of that organization. He is currently a member the board of directors of NeoGenomics. Prior to becoming an officer of NeoGenomics, Mr. O’Leary was the President and CFO of Jet Partners, LLC from 2002 to 2004. During that time annual revenues grew from $12 million to $17.5 million. From 1996 to 2000, Mr. O’Leary was CEO and President of Communication Resources Incorporated (CRI), where annual revenues grew from $5 million to $40 million during his tenure. Prior to CRI, Mr. O’Leary was Vice President of Operations of Cablevision Industries, where he ran $125 million of business for this major cable operator until it was sold to Time Warner. Mr. O’Leary started SKS in 2000 with the mission to help companies focus on execution in their core business while shedding their non-core business assets.

Pursuant to the terms of the Company’s consulting agreement with SKS, SKS will earn $1,000 per day for services actually performed, with a minimum of two weeks committed to the Company per month. The Company will also issue to SKS on a monthly basis 60,000 restricted shares of Company common stock, and a warrant to purchase an additional 60,000 shares of Company common stock at an exercise price of $0.04 per share with a contractual life of five years. SKS can earn up to an additional 500,000 warrants with an exercise price of $0.10 per share and a contractual life of five years, upon achievement of the following milestones: (i) warrant to purchase 100,000 shares after successful organizational restructuring by March 31, 2007, (ii) warrant to purchase 100,000 shares after successful handling of subsidiary repricing by March 31, 2007, (iii) warrant to purchase 100,000 shares after successful sale of all non-core business units by September 30, 2007, (iv) warrant to purchase 100,000 shares after the Company operates at monthly breakeven by January 1, 2008, and (v) warrant to purchase 100,000 shares after the Company’s stock price reaches $0.20/share for a consecutive 30-day period. The consulting agreement is attached hereto as exhibit 10.1.

Mr. O’Leary replaces William E. Fritz, who resigned form the Company’s board of directors on December 22, 2006.

Item 8.01 Other Events

Stock Option Repricing

On February 1, 2007, the Company instituted a stock option repricing plan (the “Plan”) as a retention tool to align its employees with the new vision of the Company. Under the Plan, the Company repriced 50,178,750 stock options held by current employees, contractors, and directors as follows: (i) options that were vested as of February 1, 2007, were repriced to $0.045 per share, which was the last sale price on February 1, 2007, (ii) options that are scheduled to vest during the remainder of 2007 were repriced to $0.075, (iii) options that vest during 2008 were repriced to $0.125, (iv) options that vest during 2008 were repriced to $0.125, and (v) options that vest during 2009 were repriced to $0.175. Options will continue to vest on their regular schedule, which generally is 25% upon grant and 25% on each subsequent anniversary date.

Press Release

On February 5, 2007, the Company issued a press release outlining recent changes in the Company’s strategic focus. The press release is attached hereto as exhibit 10.2.

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Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits No. Description:

Exhibit No.	Item
10.1	Consulting Agreement between the Company and SKS Consulting of South Florida Corp.	Provided herewith
10.2	Press release dated February 5, 2007	Provided herewith

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: February 5, 2007	By: /s/ Charles W. Fritz
	Charles W. Fritz, Interim Chief Executive Officer

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EX-10.1

Consulting Agreement - SKS Consulting of South Florida Corp.

Term of Engagement.

The Engagement shall be effective for a period of twenty-five (25) months, commencing on December 1, 2006 through December 31, 2008 (the “Term”) between NeoMedia Technologies, Inc. (“NeoMedia” or the “Company”) and SKS Consulting of South Florida Corp. (“SKS”). Thereafter, the Engagement shall automatically renew on a month-to-month basis, subject to the right of the Company and/or SKS to terminate the agreement after the initial 25 month period by giving written notice to the other party of at least thirty (30) days prior to the effective termination date ("Termination"). The Initial Term plus any automatic monthly renewals up to the time of Termination shall hereinafter be referred to as the “Term” or the “Term of the Engagement”.

Compensation.

In consideration for the services rendered by SKS to the Company throughout the Term of Engagement, the Company shall compensate SKS as follows:

NeoMedia agrees that SKS’s daily remuneration will be $1,000 in cash paid on a weekly basis for Mr. O’Leary’s time actually spent working on the Company and award SKS 60,000 shares per month for the period December 1, 2006 through December 31, 2008. In addition, SKS will receive 60,000 warrants per month @ $0.04/warrant for the same period. For that amount, NeoMedia will receive at least 2 weeks per month of Mr. O’Leary’s time. It is anticipated that these two weeks will be spent at NeoMedia offices or elsewhere designated such as acquisition subsidiaries, investor meetings or marketing opportunities.

SKS will also have the ability to earn warrants up to 500,000 warrant shares at $0.10 per warrant share based upon the following milestones:

Successful organizational restructuring by 3/31/07	100,000 warrant shares
Successful handling of subsidiary repricing by 3/31/07	100,000 warrant shares
Successful sale of all non-core business units by 9/30/07	100,000 warrant shares
Company at monthly breakeven by 1/01/08	100,000 warrant shares
Stock price at $0.20/share for a consecutive 30 day period	100,000 warrant shares
Total	500,000 warrant shares

Shares. For the time-based NEOM shares, the parties agree to execute a separate share agreement (“Share Agreement”) within 60 days of the start date of this signed agreement. The share agreement will contain customary terms and provisions for such an agreement, including, but not limited to, provisions for a). “piggy-back” registration rights related to the upcoming registration and b). an anti-dilution clause.

Warrants. For the time-based $0.04 warrants and the milestone $0.10 warrants in the event that any milestone warrants become issuable to SKS in connection with any milestone event hereunder, the parties agree to execute a separate warrant agreement (“Warrant Agreement”) for the time-based & milestone warrants within 60 days from the start date of this signed agreement. The Warrant Agreement shall be for a term of 5 years from the date of issue and shall contain customary terms and provisions for such an agreement, including, but not limited to, provisions for a).“piggy-back” registration rights related to the upcoming registration b). an anti-dilution clause and c). a net exercise feature.

Expenses. In addition to any remuneration payable hereunder, the Company shall reimburse SKS, promptly upon submission of documentation evidencing such expenses, for all fees and disbursements of SKS’s travel and out-of-pocket expenses reasonably incurred in connection with the services performed by SKS pursuant to this agreement, including without limitation, airfare, food, and associated expenses. Said expenses shall not exceed $5,000 in any 30-day period of the term unless approved in writing by an officer, director or other authorized designee of the Company.

Termination. After a period of twenty-five (25) months has lapsed from the start date, the Company or SKS shall have the right to terminate the Engagement by giving written notice to the other party at least thirty (30) days prior to the effective termination date ("Termination"). Upon such a Termination, the Company shall promptly pay all outstanding invoices owed to SKS.

Non-Disclosure Agreement.

Definition of “Confidential Information”. Confidential Information means proprietary information relating to the Company which is not generally known and available to the public, and includes (without limitation): Trade Secrets (as defined below) and information relating to trade methods; methods of doing business; research and development; invention; the identity, prior requirements, and present or future particular needs, of clients of the Company; the identity of and background information about purchasing, contracting, recruitment, and management personnel of clients of the Company; all orders, bids, and quotations, with or related to past, present and prospective clients of the Company and all clients and prospect files, lists, records, studies, surveys, reports, correspondence and similar materials related to the foregoing; the identity, particular skills, work history and evaluations of personnel, including personnel listed in any database of the Company, especially their most recent work history and skills; profit margins, and pricing policies and practices, in general and as to particular clients; sales and marketing techniques, history, data forecasts, and material, in general and as to particular clients; development plans; and personnel training techniques and materials; and information in respect of which the Company is bound by an obligation of confidence to a third party.

Definition of "Trade Secrets". Trade secrets shall mean all information, whether or not Confidential Information, included within the definition of "Trade Secrets" under the law of any state in which SKS provides services for the Company or, in the absence of any such definition, as defined in the Uniform Trade Secrets Act

Acknowledgement of SKS. SKS acknowledges that all Confidential Information is owned by and shall continue to be owned by the Company.

Return of Property. Upon the termination of this Agreement, regardless of why the Agreement terminates, upon written request by the Company, SKS shall return to the Company and/or certify that it has been deleted from SKS’s computer all Confidential Information indicated by the Company in its notice letter as well as any other confidential Information that SKS is aware that it has, in whatever form it exists, including all copies thereof.. The Company agrees that so long as SKS has made a good faith effort to return all such Confidential Information, SKS shall be deemed to have complied with these provisions. The Company may at anytime call to SKS’s attention that it has not received certain additional Confidential Information back and SKS shall promptly search for such additional Confidential Information and return it to the Company. The Company agrees that SKS may delete any information that is proprietary to SKS that may be contained within the Company’s Confidential Information prior to SKS returning it to the Company.

Non-Disclosure. SKS agrees that, during the term of the agreement, unless the Company has consented, or unless required by law, a court or agency of the government, SKS will not reveal or disclose any such Confidential Information to any third party; provided, however, that SKS is authorized to disclose such Confidential Information in connection with a potential transaction in a manner consistent with customary industry practices in connection with the provision of services under this agreement. SKS further agrees that for a period of twelve (12) months after the termination of this agreement, regardless of the reason for such termination, SKS will not reveal or disclose any such Confidential Information to any third party unless the Company has consented, or unless required by law, a court or agency of the government. Neither the previous paragraph nor any restriction, non-disclosure or use limitation or other obligation contained in this agreement shall apply to any information, data or item of any kind which is: (i) in the public domain, through no action of SKS; (ii) already known by SKS at the time it is provided to him by the Company; (iii) disclosed to SKS by any person or entity not known by it to be under an obligation of confidentiality to Company; or (iv) independently developed or derived by SKS.

Non-Hire. SKS also shall not, during and at any time prior to two years after termination of this agreement, directly or indirectly, on behalf of any trade or business that is competitive with the business of the Company, as it then exists, aid or endeavor to solicit or induce then remaining employees of the Company to leave their employment with the Company in order to accept employment with another person or entity.

I would like to plan on being on site at least 2 weeks per month to accomplish the objectives set. The priority is on getting the organization restructured both operationally and financially, selling off non-core subsidiaries, reduce Cornell Capital debt, and getting the Company to breakeven and keeping it profitable once it hits breakeven.

Agreed by:

SKS Consulting of South Fl. Corp.	NeoMedia Technologies, Inc
/s/ George O’Leary, President	/s/ Chas Fritz, Chairman & CEO
December 18, 2006	December 18, 2006
Date	Date

EX-10.2

Letter from NeoMedia Technologies (OTC BB: NEOM) to Shareholders

Dear Prospective and Current Shareholders:

It is with great enthusiasm that I update you on the state of NeoMedia Technologies, Inc.

2007 holds many promising opportunities for us that we believe we can capitalize on with a new team, renewed energy, fresh ideas and a more focused vision for moving our company forward, and creating shareholder value.

There are a number of positive developments to report, but none more vital than our evolving business model. Following an internal strategic planning meeting in late January, NeoMedia is now laser focused on our core code-reading business in North America, the UK, mainland Europe and China.

All other business units (Micro Paint Repair, 12Snap, and Telecom Services) are either in the process of being sold, or will be sold in the most profitable, timely and viable manner possible. The strategic equity earned through the sale of these assets will greatly reduce our current burn rate, and help us move closer to profitability and provide financial stability for the company. Our goal is to break even by December 31, 2007 and become profitable by the first quarter of next year.

Most importantly, the shedding of our non-core assets affords us the ability to focus all our resources on our core business initiatives. We realize the challenges we face in the global application of our technology, and can now present qode to the industry and public in a more systematic and focused approach marketing it as “the next phase of the Internet” and the wireless Web.

We are also making great strides to create a global standard for the wireless Web and have scheduled a high-level meeting in London this month with some of the world’s leading technology firms to begin to define and document this important standards-based initiative.

Building on the deals we have completed, we will focus on targeting manufacturers within the media and enterprise space, including newspapers, publishers, real estate, physical world advertisers, and beverage producers to design their products to become more interactive. We envision a future in which consumers routinely “qode it” when they want more information on a product or service.

We believe the revenues generated by our core business could be significant and our goals include hiring a new sales force, while penetrating three verticals with at least six major customers. Another major goal is to partner with at least three major carriers (North American, UK and mainland European) who will embed, adopt and commit to utilize every feature qode has to offer.

We recently signed a performance-based agency and licensing agreement with NexMobil, LLC, to resell our technology into the Middle East, India, Korea and Pakistan. 

As you know, we have numerous issued patents with others in process and we will continue to seek to optimize the value of our intellectual property portfolio around in the world. That said, I would like to update you on a recent positive development in the Scanbuy case. Judge John E. Sprizzo dismissed Scanbuy's request for a summary judgment in New York City on Jan. 30. While the case is not over yet, we continue to remain confident in the final outcome.

Another of our key strategic goals is to look to attract a minority equity investment from a strategic industry partner to support our current financial structure with Cornell Capital Partners.

In terms of new leadership, we expect to name a permanent CEO by mid-year. In addition, Roger Pavane has recently been brought in as our SVP of Sales and Marketing and is heading up the mobile division efforts in the Americas and the UK. Mr. Pavane is a wireless industry veteran with 20+ years experience in this space. Prior to NeoMedia, Mr. Pavane headed up efforts for Mobliss, a wholly owned subsidiary of the Tokyo-based Index Corporation, and served as Executive Vice President Sales of TruePosition, a Liberty Media (NASDAQ GS: LINTA) owned wireless location technology software company where he lead the start-up company to record growth. We are also very pleased to announce the promotion of Dr. Christian Steinborn, current president of Gavitec, who will now also head up the mobile division efforts in the rest of the world, with a focus on mainland Europe and China.

We will also be announcing terms of a company-wide stock option re-pricing today. We are instituting it as a retention tool to align our employees with the new vision of NeoMedia. The re-pricing is to the current market price for vested options, with future vesting at a premium to the current market price to better align our employees with our shareholders who are expecting increasing stock performance.  

We also would like to announce that George O’Leary has been named as a member of our Board of Directors. Mr. O’Leary is currently the President of SKS Consulting of South Florida Corp. and is working with NeoMedia under a two year consulting agreement to help right the ship and currently will lead the execution of the strategic plan. Mr. O’Leary started SKS Consulting in 2000 with the mission to help companies focus on execution in their core business while shedding their non-core business assets. Prior to assuming his duties with NeoMedia, he was and still is a consultant to NeoGenomics (NGNM.OB) and was acting Chief Operating Officer from October 2004 to April 2005 were he helped the turnaround of that organization. He is currently a member of their Board of Directors, and the stock price has seen a sevenfold increase since his involvement with the company. From 1996 to 2000, Mr. O’Leary was CEO and President of Communication Resources Incorporated (CRI), where annual revenues grew from $5 million to $40 million during his tenure. Prior to CRI, Mr. O’Leary was Vice President of Operations of Cablevision Industries, where he ran $125 million of business for this major cable operator until it was sold to Time Warner. We look forward to Mr. O’Leary helping NeoMedia in these arenas as well.

We embrace the challenges ahead and believe we have a streamlined, focused vision and game plan, and the dedicated team in place to execute it.

We look forward to communicating with you at our next earnings conference call at the completion of our 2006 audit and will continue to have quarterly shareholder conference calls going forward.

Thank you for your continued support.

Sincerely,

Charles W. Fritz

Interim CEO and Chairman

This letter contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. With the exception of historical information contained herein, the matters discussed in this letter involve risk and uncertainties. Actual results could differ materially from those expressed in any forward-looking statement.

qode is a registered trademark, and qode®reader, qode®window and One Click to Content are trademarks of NeoMedia Technologies, Inc. Other trademarks are properties of their respective owners.”