March 7, 2006

Larry Spirgel
Assistant Director
United States Securities and Exchange Commission
Mail Stop 3561
Washington D.C. 20549

Re:      BSD Software, Inc.
         Form 10-KSB/A for Fiscal Year Ended July 31, 2005
         Filed December 23, 2005

         File No. 0-27075

Dear Mr. Spirgel:

This letter has been  prepared in order to respond to your  comments in a letter
dated February 2, 2006.

Liquidity and Capital Resources, Page 14

Comment 1:        Disclose  the fact that a large  percentage  of your  accounts
                  receivable balance is due from a small amount of customers and
                  the impact late payment or  non-payment  from those  customers
                  could have on your liquidity.


Response:         We will disclose this in future  filings.  The following is an
                  example of the wording  that will be used which will include a
                  going concern disclosure

                  Accounts    receivable   with   three   customers    represent
                  approximately 89% (2005 - two customers  accounted for 78%) of
                  the balance of  accounts  receivable  as at January 31,  2005.
                  While management recognizes the concentration risks, it is the
                  opinion of management  that these  accounts do not represent a
                  significant  credit  risk as all of the  customers  are  large
                  corporations  that have been in business for several years and
                  never  defaulted on any  payments to the  company.  Management
                  carefully and regularly  reviews billings and collections from
                  these  companies  as well as  continues  to monitor and assess
                  credit  risk by looking at the  publicly  available  financial
                  information of these customers.

                  The ability of the Company to continue as a going  concern and
                  to realize the carrying  value of its assets and discharge its
                  liabilities when due is dependent on the successful completion
                  of the actions  taken or planned,  some of which are described
                  above,  which  management  believes  will mitigate the adverse
                  conditions and events which raise  substantial doubt about the
                  validity of the going  concern  assumption  used in  preparing
                  these financial  statements.  There is no certainty that these
                  and other  strategies will be sufficient to permit the Company
                  to continue to meet its  obligations  in the normal  course of
                  business.





Report of Independent Registered Public Accounting Firm, page F-2

Comment 2:        We note that your  audit  report  was  signed by an audit firm
                  based  in  California.  We also  note  that you  conduct  your
                  operations  in Canada,  your  revenues are generated in Canada
                  and all of your assets are  located in Canada.  Please tell us
                  where the  majority  of audit work was  conducted  and how you
                  concluded  that it is  appropriate  to have and  audit  report
                  issued by an auditor licensed in California.

Response:         The majority of fieldwork  for the audit was  conducted at our
                  offices in Canada.  As we had entered into a merger  agreement
                  with NeoMedia Technologies Inc., we approached the same public
                  accounting firm that NeoMedia  Technologies  Inc. is using and
                  engaged them to perform our audits.

Comment 3:        In future filings, revise your presentation to comply with SAB
                  11:B

Response:         We will comply with SAB 11:B in future filings by revising the
                  Cost of revenue caption to include the following:  "(exclusive
                  of depreciation shown separately below)".

Comment 4:        Tell  us the  current  status  of the  merger  agreement  with
                  NeoMedia  Technologies,  Inc. and your  consideration  of Item
                  3-10(c) of Regulation S-B.

Response:         The Form S-4 document filed by NeoMedia Technologies, Inc. was
                  declared  effective  on  February  6,  2006 and we have  since
                  mailed the  information to the  shareholders  of BSD Software,
                  Inc. As the Company is being acquired  under the  transaction,
                  we believe item 3-10 of Regulation S-B is not  applicable.  In
                  its Form S-4 filing NeoMedia  Technologies,  Inc. has included
                  proforma financial information for BSD Software, Inc.

Comment 5:        We note you are net income  positive for the fiscal year ended
                  July 31,  2005.  Tell us,  citing the  appropriate  accounting
                  literature, why you are not calculating and recording minority
                  interest.

Response:         The losses of the subsidiary  were  substantial in the periods
                  following the acquisition of the subsidiary by the Company and
                  as it was  not  certain  that  the  Company  would  be able to
                  generate enough profits to offset these losses, it was decided
                  that the amount would be disclosed as a note rather than as an
                  asset on the  balance  sheet in  accordance  with ARB 51.  The
                  Company  has  tracked  these  losses and  disclosed  with each
                  filing that cumulative losses were still  outstanding  against
                  the minority  interest.  We quote paragraph 15 of ARB 51 which
                  states,

                           "In the unusual  case in which losses  applicable  to
                           the minority  interest in the  subsidiary  exceed the
                           minority  interest  in  the  equity  capital  of  the
                           subsidiary,   such  excess  and  any  further  losses
                           applicable to the minority interest should be charged
                           against  the  majority  interest,   as  there  is  no
                           obligation of the minority interest to make good such
                           losses.  However,  if future earnings do materialize,
                           the  majority  interest  should  be  credited  to the
                           extent of such losses previously absorbed."


Comment 6:        We note your Stock Bonus Plan was adopted and approved in July
                  2005.  Please tell us why the plan document has not been filed
                  as an  exhibit  with  your form  10-KSB  or with a  subsequent
                  filing.

Response:         Not filing the document was an oversight  and will be included
                  with our next filing on Form 10-QSB for January 31, 2006.





Comment 7:        Tell us why management  does not consider the three  customers
                  that  represent 90% of your accounts  receivable  balance as a
                  significant  credit risk. Also tell us how you have determined
                  that no allowance for doubtful accounts is necessary.

Response:         The 3 customers  in question  are large  telephone  companies.
                  These companies are strictly regulated by government agencies,
                  and  therefore  do not  pose a  significant  credit  risk.  No
                  allowance  for doubtful  accounts is necessary as all accounts
                  receivable have  historically  been settled within 90 days. We
                  carefully and regularly  review billings and collections  from
                  these  companies  as well as  continue  to monitor  and assess
                  credit  risk by looking at the  publicly  available  financial
                  information of these customers.

Comment 8:        We note your omission of paragraph  4(b) and related  footnote
                  on your  Officer's  Certificate  Pursuant  to Section  302. In
                  accordance with release No. 33-8238, the compliance period was
                  extended  for small  business  issuers  until the first fiscal
                  year ending on or after July 15, 2005.  Since your fiscal year
                  is ended July 31,  2005,  please  amend your filing to include
                  the appropriate language under paragraph 4(b).

Response:         We amended our filing of the 10-KSB to include paragraph 4(b).
                  The filing was made on February 17, 2006




Yours sincerely,

/s/ Guy Fietz

Guy Fietz
President, Chief Executive Officer & Director