UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.   20549





FORM
10 - Q





x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended June 30, 2010





 ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the transition period from __________ to ____________





Commission
File Number 0-21743





NeoMedia
Technologies, Inc.


(Exact
Name of Issuer as Specified In Its Charter)





Delaware
            36-3680347(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)





Two
Concourse Parkway, Suite 500, Atlanta, GA 30328


(Address,
including zip code, of principal executive offices)





678-638-0460


(Registrants’
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the past 90
days. Yes x   No ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files. Yes  ̈   No ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
accelerated filer  ̈  Accelerated
filer  ̈   Non-accelerated
filer  ̈Smaller Reporting
Company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  ̈    No
x





The
number of outstanding shares of the registrant’s Common Stock on August 9, 2010
was 22,675,678.













NeoMedia
Technologies, Inc.


Form
10-Q


For
the Quarterly Period Ended June 30, 2010


Index




PagePART
      I
                Financial
      Information
                2ITEM
      1.
                Financial
      Statements
                2ITEM
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                26ITEM
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                31ITEM
      4.
                Controls
      and Procedures
                31PART
      II
                Other
      Information
                32ITEM
      1.
                Legal
      Proceedings
                32ITEM 1A.
                Risk
      Factors
                33ITEM
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                33ITEM
      3.
                Defaults
      Upon Senior Securities
                33ITEM
      4.
                (Removed
      and Reserved)
                33ITEM
      5.
                Other
      Information
                33ITEM
      6.
                Exhibits
                34Signatures
                41




1


PART
I — FINANCIAL INFORMATION


ITEM
1.  Financial Statements





NeoMedia
Technologies, Inc. and Subsidiaries


Condensed
Consolidated Balance Sheets


(in
thousands, except share and per share data)




June
      30,
                                
                                
                                December
      31,2010
                                
                                
                                2009(Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                                
                                $
                                673
                                
                                
                                $
                                198Trade
      accounts receivable
                                
                                
                                236
                                
                                
                                
                                374Inventories,
      net of allowance of $113 and $136
                                
                                
                                100
                                
                                
                                
                                124Prepaid
      expenses and other current assets
                                
                                
                                122
                                
                                
                                
                                294Total
      current assets
                                
                                
                                1,131
                                
                                
                                
                                990Property
      and equipment, net
                                
                                
                                96
                                
                                
                                
                                129Goodwill
                                
                                
                                3,418
                                
                                
                                
                                3,418Proprietary
      software, net
                                
                                
                                1,745
                                
                                
                                
                                2,076Patents
      and other intangible assets, net
                                
                                
                                1,870
                                
                                
                                
                                1,996Cash
      surrender value of life insurance policies
                                
                                
                                612
                                
                                
                                
                                659Other
      long-term assets
                                
                                
                                186
                                
                                
                                
                                156Total
      assets
                                
                                $
                                9,058
                                
                                
                                $
                                9,424LIABILITIES
      AND SHAREHOLDERS’ DEFICITCurrent
      liabilities:Accounts
      payable
                                
                                $
                                357
                                
                                
                                $
                                558Taxes
      payable
                                
                                
                                5
                                
                                
                                
                                4Accrued
      expenses
                                
                                
                                8,132
                                
                                
                                
                                7,292Deferred
      revenues and customer prepayments
                                
                                
                                459
                                
                                
                                
                                791Note
      payable
                                
                                
                                15
                                
                                
                                
                                69Note
      payable - YA Global
                                
                                
                                -
                                
                                
                                
                                500Accrued
      purchase price guarantee
                                
                                
                                4,535
                                
                                
                                
                                4,535Deferred
      tax liability
                                
                                
                                706
                                
                                
                                
                                706Derivative
      financial instruments - warrants
                                
                                
                                2,399
                                
                                
                                
                                9,912Derivative
      financial instruments - Series C and D preferred stock and debentures
      payable
                                
                                
                                7,422
                                
                                
                                
                                50,985Debentures
      payable - carried at amortized cost
                                
                                
                                14,411
                                
                                
                                
                                12,523Debentures
      payable - carried at fair value
                                
                                
                                19,864
                                
                                
                                
                                37,678Total
      current liabilities
                                
                                
                                58,305
                                
                                
                                
                                125,553Commitments
      and contingencies (Note 7)Series
      C convertible preferred stock, $0.01 par value, 27,000shares
      authorized, 8,642 and 8,642 shares issued and
      outstanding,liquidation
      value of $8,642 and $8,642
                                
                                
                                8,642
                                
                                
                                
                                8,642Series
      D convertible preferred stock, $0.01 par value, 25,000shares
      authorized, 25,000 and 0 shares issued and outstanding,liquidation
      value of $2,500 and $0
                                
                                
                                2,500
                                
                                
                                
                                -Shareholders’
      deficit:Common
      stock, $0.001 par value, 5,000,000,000 shares authorized, 22,707,093
      and22,707,093
      shares issued and 22,675,678 and 22,675,678 sharesoutstanding,
      respectively
                                
                                
                                23
                                
                                
                                
                                23Additional
      paid-in capital
                                
                                
                                153,157
                                
                                
                                
                                153,059Accumulated
      deficit
                                
                                
                                (212,651
                                )
                                
                                
                                (276,985
                                )Accumulated
      other comprehensive loss
                                
                                
                                (139
                                )
                                
                                
                                (89
                                )Treasury
      stock, at cost, 2,012 shares of common stock
                                
                                
                                (779
                                )
                                
                                
                                (779
                                )Total
      shareholders’ deficit
                                
                                
                                (60,389
                                )
                                
                                
                                (124,771
                                )Total
      liabilities and shareholders’ deficit
                                
                                $
                                9,058
                                
                                
                                $
                                9,424






The
accompanying notes are an integral part of these consolidated financial
statements.


2


NeoMedia
Technologies, Inc. and Subsidiaries


Condensed
Consolidated Statements of Operations (Unaudited)


(in
thousands, except share and per share data)





Three Months EndedJune 30,
                        
                        
                        June 30,2010
                        
                        
                        2009Revenues
                        
                        $
                        221
                        
                        
                        $
                        136Cost
      of revenues
                        
                        
                        255
                        
                        
                        
                        281Gross
      profit (deficit)
                        
                        
                        (34
                        )
                        
                        
                        (145
                        )Sales
      and marketing expenses
                        
                        
                        262
                        
                        
                        
                        178General
      and administrative expenses
                        
                        
                        1,041
                        
                        
                        
                        863Research
      and development costs
                        
                        
                        418
                        
                        
                        
                        350Operating
      loss
                        
                        
                        (1,755
                        )
                        
                        
                        (1,536
                        )Gain
      (loss) on extinguishment of debt
                        
                        
                        (363
                        )
                        
                        
                        -Gain
      (loss) from change in fair value of hybrid financial
      instruments
                        
                        
                        1,180
                        
                        
                        
                        23,343Gain
      (loss) from change in fair value of derivative liability -
      warrants
                        
                        
                        4,305
                        
                        
                        
                        20,879Gain
      (loss) from change in fair value of derivative liability -Series
      C and D preferred stock and debentures
                        
                        
                        6,645
                        
                        
                        
                        37,978Interest
      expense related to convertible debt
                        
                        
                        (510
                        )
                        
                        
                        (2,600
                        )Net
      income (loss)
                        
                        
                        9,502
                        
                        
                        
                        78,064Dividends
      on convertible preferred stock
                        
                        
                        -
                        
                        
                        
                        (368
                        )Net
      income (loss) attributable to common shareholders
                        
                        
                        9,502
                        
                        
                        
                        77,696Comprehensive
      income (loss):Net
      income (loss)
                        
                        
                        9,502
                        
                        
                        
                        78,064Other
      comprehensive income (loss):Foreign
      currency translation adjustment
                        
                        
                        (26
                        )
                        
                        
                        (22
                        )Comprehensive
      income (loss)
                        
                        $
                        9,476
                        
                        
                        $
                        78,042Net
      income (loss) per share, basic and diluted:Basic
                        
                        $
                        0.42
                        
                        
                        $
                        4.89Fully
      diluted
                        
                        $
                        (0.01
                        )
                        
                        $
                        0.25Weighted
      average number of common shares:Basic
                        
                        
                        22,675,678
                        
                        
                        
                        15,882,816Fully
      diluted
                        
                        
                        302,104,430
                        
                        
                        
                        67,928,736




The
accompanying notes are an integral part of these consolidated financial
statements.




3


NeoMedia
Technologies, Inc. and Subsidiaries


Condensed
Consolidated Statements of Operations (Unaudited)


(in
thousands, except share and per share data)





Six Months EndedJune 30,
                        
                        
                        June 30,2010
                        
                        
                        2009Revenues
                        
                        $
                        576
                        
                        
                        $
                        626Cost
      of revenues
                        
                        
                        594
                        
                        
                        
                        808Gross
      profit (deficit)
                        
                        
                        (18
                        )
                        
                        
                        (182
                        )Sales
      and marketing expenses
                        
                        
                        581
                        
                        
                        
                        464General
      and administrative expenses
                        
                        
                        2,136
                        
                        
                        
                        1,787Research
      and development costs
                        
                        
                        701
                        
                        
                        
                        673Operating
      loss
                        
                        
                        (3,436
                        )
                        
                        
                        (3,106
                        )Gain
      (loss) on extinguishment of debt
                        
                        
                        (6,006
                        )
                        
                        
                        -Gain
      (loss) from change in fair value of hybrid financial
      instruments
                        
                        
                        19,552
                        
                        
                        
                        312Gain
      (loss) from change in fair value of derivative liability -
      warrants
                        
                        
                        10,856
                        
                        
                        
                        (12,402
                        )Gain
      (loss) from change in fair value of derivative liability -Series
      C and D preferred stock and debentures
                        
                        
                        46,824
                        
                        
                        
                        (9,676
                        )Interest
      expense related to convertible debt
                        
                        
                        (956
                        )
                        
                        
                        (3,663
                        )Net
      income (loss)
                        
                        
                        66,834
                        
                        
                        
                        (28,535
                        )Dividends
      on convertible preferred stock
                        
                        
                        (2,500
                        )
                        
                        
                        (743
                        )Net
      income (loss) attributable to common shareholders
                        
                        
                        64,334
                        
                        
                        
                        (29,278
                        )Comprehensive
      income (loss):Net
      income (loss)
                        
                        
                        66,834
                        
                        
                        
                        (28,535
                        )Other
      comprehensive income (loss):Foreign
      currency translation adjustment
                        
                        
                        (50
                        )
                        
                        
                        (79
                        )Comprehensive
      income (loss)
                        
                        $
                        66,784
                        
                        
                        $
                        (28,614
                        )Net
      income (loss) per share, basic and diluted:Basic
                        
                        $
                        2.84
                        
                        
                        $
                        (1.98
                        )Fully
      diluted
                        
                        $
                        (0.02
                        )
                        
                        $
                        (1.98
                        )Weighted
      average number of common shares:Basic
                        
                        
                        22,675,678
                        
                        
                        
                        14,785,746Fully
      diluted
                        
                        
                        299,092,068
                        
                        
                        
                        14,785,746




The
accompanying notes are an integral part of these consolidated financial
statements.




4





NeoMedia
Technologies, Inc. and Subsidiaries


Consolidated
Statement of Shareholders’ Deficit (Unaudited)


(in
thousands, except share data)




Common
      Stock
                                          
                                          
                                          Additional
                                            Paid-in
                                          
                                          
                                          Accumulated Other

                                            Comprehensive
                                          
                                          
                                          Accumulated
                                          
                                          
                                          Treasury
      Stock
                                          
                                          
                                          Total
                                            Shareholders'
      EquityShares
                                          
                                          
                                          Amount
                                          
                                          
                                          Capital
                                          
                                          
                                          Income
      (Loss)
                                          
                                          
                                          Deficit
                                          
                                          
                                          Shares
                                          
                                          
                                          Amount
                                          
                                          
                                          (Deficit)Balance,
      December 31, 2009, as previously reported
                                          
                                          
                                          22,675,678
                                          
                                          
                                          $
                                          22,676
                                          
                                          
                                          $
                                          130,406
                                          
                                          
                                          $
                                          (89
                                          )
                                          
                                          $
                                          (276,985
                                          )
                                          
                                          
                                          2,012
                                          
                                          
                                          $
                                          (779
                                          )
                                          
                                          $
                                          (124,771
                                          )Effect
      of 1 for 100 share reverse stock split and change in par
      value
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (22,653
                                          )
                                          
                                          
                                          22,653
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Balance,
      December 31, 2009, after retroactive
    adjustment
                                          
                                          
                                          22,675,678
                                          
                                          
                                          
                                          23
                                          
                                          
                                          
                                          153,059
                                          
                                          
                                          
                                          (89
                                          )
                                          
                                          
                                          (276,985
                                          )
                                          
                                          
                                          2,012
                                          
                                          
                                          
                                          (779
                                          )
                                          
                                          
                                          (124,771
                                          )Deemed dividend on
      Series D Preferred Stock issued
      to YA Global
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,500
                                          )
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (2,500
                                          )Stock-based
      compensation expense
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          98
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          98Comprehensive
      income - foreign currency translation
    adjustment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (50
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (50
                                          )Net
      income
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          66,834
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          66,834Balance,
      June 30, 2010
                                          
                                          
                                          22,675,678
                                          
                                          
                                          $
                                          23
                                          
                                          
                                          $
                                          153,157
                                          
                                          
                                          $
                                          (139
                                          )
                                          
                                          $
                                          (212,651
                                          )
                                          
                                          
                                          2,012
                                          
                                          
                                          $
                                          (779
                                          )
                                          
                                          $
                                          (60,389
                                          )




The
accompanying notes are an integral part of the consolidated financial
statements.




5




NeoMedia
Technologies, Inc. and Subsidiaries


Condensed
Consolidated Statements of Cash Flows (Unaudited)


(in
thousands)




Six Months EndedJune 30,2010
                              
                              
                              2009Cash
      Flows from Operating Activities:Net
      income (loss)
                              
                              $
                              66,834
                              
                              
                              $
                              (28,535
                              )Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
      and amortization
                              
                              
                              497
                              
                              
                              
                              512(Gain)
      loss on extinguishment of debt
                              
                              
                              6,006
                              
                              
                              
                              -(Gain)
      loss from change in fair value of hybrid financial
    instruments
                              
                              
                              (19,552
                              )
                              
                              
                              (312
                              )(Gain)
      loss from change in fair value of derivative liability -
      warrants
                              
                              
                              (10,856
                              )
                              
                              
                              12,402(Gain)
      loss from change in fair value of derivative liability -Series
      C and D preferred stock and debentures
                              
                              
                              (46,824
                              )
                              
                              
                              9,676Interest
      expense related to convertible debt
                              
                              
                              956
                              
                              
                              
                              3,663Stock-based
      compensation expense
                              
                              
                              98
                              
                              
                              
                              177Decrease
      (increase) in value of life insurance policies
                              
                              
                              47
                              
                              
                              
                              (58
                              )Changes
      in operating assets and liabilitiesTrade
      and other accounts receivable
                              
                              
                              138
                              
                              
                              
                              46Inventories
                              
                              
                              24
                              
                              
                              
                              (50
                              )Prepaid
      expenses and other assets
                              
                              
                              142
                              
                              
                              
                              113Accounts
      payable and accrued liabilities
                              
                              
                              (537
                              )
                              
                              
                              (198
                              )Deferred
      revenue and other current liabilities
                              
                              
                              (332
                              )
                              
                              
                              (124
                              )Net
      cash used in operating activities
                              
                              
                              (3,359
                              )
                              
                              
                              (2,688
                              )Cash
      Flows from Investing Activities:Acquisition
      of property and equipment
                              
                              
                              (7
                              )
                              
                              
                              (24
                              )Net
      cash provided by (used in) investing activities
                              
                              
                              (7
                              )
                              
                              
                              (24
                              )Cash
      Flows from Financing Activities:Proceeds
      from issuance of Series D convertible preferred stock
                              
                              
                              2,500
                              
                              
                              
                              -Costs
      attributed to issuance of Series D convertible preferred
    stock
                              
                              
                              (100
                              )
                              
                              
                              -Repayment
      of note payable - YA Global
                              
                              
                              (500
                              )
                              
                              
                              -Borrowings
      under convertible debt instruments, net
                              
                              
                              1,885
                              
                              
                              
                              1,660Net
      proceeds from exercise of stock options
                              
                              
                              -
                              
                              
                              
                              116Net
      cash provided by financing activities
                              
                              
                              3,785
                              
                              
                              
                              1,776Effect
      of exchange rate changes on cash
                              
                              
                              56
                              
                              
                              
                              (20
                              )Net
      increase (decrease) in cash and cash equivalents
                              
                              
                              475
                              
                              
                              
                              (956
                              )Cash
      and cash equivalents, beginning of period
                              
                              
                              198
                              
                              
                              
                              1,259Cash
      and cash equivalents, end of period
                              
                              $
                              673
                              
                              
                              $
                              303Supplemental
      cash flow information:Interest
      paid during the period
                              
                              $
                              1
                              
                              
                              $
                              3Accretion
      of dividends on Series C Convertible Preferred Stock
                              
                              $
                              -
                              
                              
                              $
                              743Series
      C Convertible Preferred Stock converted to common stock
                              
                              $
                              -
                              
                              
                              $
                              720Deemed
      dividend on Series D Convertible Preferred Stock issued
                              
                              $
                              2,500
                              
                              
                              $
                              1,337Fair
      value of common shares issued to satisfy purchase price guarantee
      obligations
                              
                              $
                              -
                              
                              
                              $
                              445






The
accompanying notes are an integral part of the consolidated financial
statements.


6


NeoMedia
Technologies, Inc. and Subsidiaries


Notes
to Condensed Consolidated Financial Statements


(Unaudited)


Note 1 - General





Business- NeoMedia utilizes the
mobile phone by leveraging barcodes (printed symbols) as a seamless mechanism to
link brands, advertisers, carriers, retailers and consumers using the power of
the mobile internet.





With our
barcode ecosystem technology, NeoMedia transforms mobile phones with cameras
into barcode scanners that provide instant access to mobile web content whenever
a barcode is scanned. A barcode makes any medium immediately interactive, and
the code links consumers to the multimedia capability of the mobile web. We
believe that combining this technology with analytics and reporting capabilities
improves the way advertisers market to mobile consumers.





NeoMedia
provides the infrastructure to facilitate mobile barcode scanning and its
associated commerce worldwide. Our mobile barcode ecosystem software reads and
transmits data from 2D barcodes to its intended destination. Our code management
and clearinghouse platforms create, connect, record, and transmit the
transactions embedded in the barcodes, ubiquitously and reliably.





In order
to provide complete mobile marketing solutions, NeoMedia also offers barcode
scanning hardware that reads barcodes displayed on mobile phone screens or
printed media. NeoMedia provides infrastructure solutions to enable mobile
ticketing and couponing programs – including scanner hardware and system support
software for seamless implementation.





This
technology is supported by our patents. In addition, NeoMedia has an open
standards philosophy designed to make integration and use of the technology easy
for handset manufacturers, mobile operators and advertisers; and the consumer’s
experience safe, reliable and interoperable.




Going
Concern – We have historically incurred net losses from operations and we
expect that we will continue to have negative cash flows as we implement our
business plan.  There can be no assurance that our continuing efforts
to execute our business plan will be successful and that we will be able to
continue as a going concern. The accompanying consolidated financial statements
have been prepared in conformity with United States Generally Accepted
Accounting Principals (“US GAAP”), which contemplate our continuation as a going
concern.  Net income (loss) for the six months ended June 30, 2010 and
2009 was $66.8 million and ($28.5) million, respectively and net cash used by
operations during the same periods was $3.4 million and $2.7 million,
respectively.  During 2010 and 2009, $77.2 million of net income and
$21.3 million of net loss was attributed to the change in fair values of hybrid
financial instruments and derivative liabilities. At June 30, 2010, we have an
accumulated deficit of $212.7 million. We also have a working capital deficit of
$57.2 million, of which $44.1 million is related to our financing instruments,
including $22.3 million related to the fair value of warrants and those
debentures that are recorded as hybrid financial instruments, and $21.8 million
related to the amortized cost carrying value of certain of our debentures and
the fair value of the associated derivative liabilities.




The items
discussed above raise substantial doubts about our ability to continue as a
going concern.




We
currently do not have sufficient cash to sustain us for the next twelve months.
We will require additional financing in order to execute our operating plan and
continue as a going concern. Our management’s plan is to attempt to secure
adequate funding to bridge the commercialization of our barcode ecosystem
business. We cannot predict whether this additional financing will be in the
form of equity, debt, or another form and we may not be able to obtain the
necessary additional capital on a timely basis, on acceptable terms, or at
all.  In the event that these financing sources do not materialize, or
that we are unsuccessful in increasing our revenues and profits, we may be
unable to implement our current plans for expansion, repay our debt obligations
as they become due or continue as a going concern, any of which circumstances
would have a material adverse effect on our business, prospects, financial
condition and results of operations. Should our lender, YA Global Investments,
L.P. (“YA Global”) choose not to provide us with capital financing, or if we do
not find alternative sources of financing to fund our operations, or if we are
unable to generate significant product revenues, we only have sufficient funds
to sustain our current operations through approximately September 15, 2010. We
currently do not have any commitments for additional financing.




7


The
financial statements do not include any adjustments relating to the
recoverability and reclassification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary, should we be unable to
continue as a going concern.




Note 2 - Summary of Significant Accounting
Policies





The
accompanying unaudited financial statements have been prepared in accordance
with US GAAP for interim financial information and Rule 8.03 of Regulation SX.
They do not include all of the information and footnotes required by US GAAP for
complete financial statements. In the opinion of management, all adjustments,
consisting only of normal recurring adjustments, considered necessary for a fair
presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the financial statements of the
Company as of December 31, 2009 and 2008, and for the years then ended,
including notes thereto included in the Company’s Form 10-K.





Basis of
Presentation – The consolidated financial statements include the accounts
of NeoMedia Technologies, Inc. and our wholly-owned subsidiaries.  We
operate as one reportable segment.  All significant intercompany
accounts and transactions have been eliminated.





Use of
Estimates – The preparation of consolidated financial statements in
conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.  Changes in facts
and circumstances may result in revised estimates, which are recorded in the
period in which they become known.





Basic and Diluted
Income (Loss) Per Share – Basic net income (loss) per share is computed
by dividing net income (loss) attributable to common shareholders by the
weighted average number of shares of common stock outstanding during the period.
During the six months ended June 30, 2010, and the three months ended June 30,
2010 and 2009, we reported net income per share and included dilutive
instruments in the fully diluted net income per share calculation. During the
six months ended June 30, 2009, we reported a net loss per share, and as such,
basic and diluted loss per share were equivalent. We excluded all outstanding
stock options, warrants, convertible debt and convertible preferred stock from
the calculation of diluted net loss per share because these securities were
anti-dilutive. The following is a reconciliation of the numerator and
denominator of the basic and diluted earnings per share calculations for each
period:




8




Three Months Ended June 30,
                                              
                                              
                                              Six Months Ended June 30,2010
                                              
                                              
                                              2009
                                              
                                              
                                              2010
                                              
                                              
                                              2009(in thousands except share and per share data)Numerator:Net
      income (loss)
                                              
                                              $
                                              9,502
                                              
                                              
                                              $
                                              78,064
                                              
                                              
                                              $
                                              66,834
                                              
                                              
                                              
                                              (28,535
                                              )Adjustments
      to reconcile net income to income (loss)applicable
      to common stockholders:Accretion
      of preferred stock dividends
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (368
                                              )
                                              
                                              
                                              (2,500
                                              )
                                              
                                              
                                              (743
                                              )Numerator
      for basic earnings per share - income availableto common
      stockholders
                                              
                                              $
                                              9,502
                                              
                                              
                                              $
                                              77,696
                                              
                                              
                                              $
                                              64,334
                                              
                                              
                                              $
                                              (29,278
                                              )Effect
      of dilutive securities:Adjustment
      for change in fair value of derivative liability-Series C and
      D preferred stock and debentures
                                              
                                              
                                              (6,645
                                              )
                                              
                                              
                                              (37,978
                                              )
                                              
                                              
                                              (46,824
                                              )
                                              
                                              
                                              -Adjustment
      for change in fair value of derivative liability- warrants
                                              
                                              
                                              (4,305
                                              )
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (10,856
                                              )
                                              
                                              
                                              -Adjustment
      for loss on extinguishment of debt
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              5,643
                                              
                                              
                                              
                                              -Adjustment
      for change in fair value of hybrid financial instruments
                                              
                                              
                                              (1,180
                                              )
                                              
                                              
                                              (23,343
                                              )
                                              
                                              
                                              (19,552
                                              )
                                              
                                              
                                              -Adjustment
      for dividends on convertible preferred stock
                                              
                                              
                                              -
                                              
                                              
                                              
                                              368
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Adjustment
      for interest expense related to convertible debt
                                              
                                              
                                              478
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              927
                                              
                                              
                                              
                                              -(11,652
                                              )
                                              
                                              
                                              (60,953
                                              )
                                              
                                              
                                              (70,662
                                              )
                                              
                                              
                                              -Numerator
      for diluted earnings per share-income
      available for  common stockholdersafter
      assumed conversions of debentures andexercise
      of warrants
                                              
                                              $
                                              (2,150
                                              )
                                              
                                              $
                                              16,743
                                              
                                              
                                              $
                                              (6,328
                                              )
                                              
                                              $
                                              (29,278
                                              )Denominator:Weighted
      average shares used to compute basic EPS
                                              
                                              
                                              22,675,678
                                              
                                              
                                              
                                              15,882,816
                                              
                                              
                                              
                                              22,675,678
                                              
                                              
                                              
                                              14,785,746Effect
      of dilutive securities:Employee
      stock options
                                              
                                              
                                              76,319
                                              
                                              
                                              
                                              370,410
                                              
                                              
                                              
                                              118,522
                                              
                                              
                                              
                                              -Derivative
      warrants
                                              
                                              
                                              -
                                              
                                              
                                              
                                              7,025,750
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Convertible
      debentures
                                              
                                              
                                              202,777,415
                                              
                                              
                                              
                                              24,829,170
                                              
                                              
                                              
                                              200,102,566
                                              
                                              
                                              
                                              -Convertible
      preferred stock
                                              
                                              
                                              76,575,018
                                              
                                              
                                              
                                              19,820,590
                                              
                                              
                                              
                                              76,195,302
                                              
                                              
                                              
                                              -Dilutive
      potential common shares
                                              
                                              
                                              279,428,752
                                              
                                              
                                              
                                              52,045,920
                                              
                                              
                                              
                                              276,416,390
                                              
                                              
                                              
                                              -Denominator
      for diluted earnings per share-adjusted
      weighted average shares and assumedconversions
                                              
                                              
                                              302,104,430
                                              
                                              
                                              
                                              67,928,736
                                              
                                              
                                              
                                              299,092,068
                                              
                                              
                                              
                                              14,785,746Basic
      earning per share
                                              
                                              $
                                              0.42
                                              
                                              
                                              $
                                              4.89
                                              
                                              
                                              $
                                              2.84
                                              
                                              
                                              $
                                              (1.98
                                              )Diluted
      earnings per share
                                              
                                              $
                                              (0.01
                                              )
                                              
                                              $
                                              0.25
                                              
                                              
                                              $
                                              (0.02
                                              )
                                              
                                              $
                                              (1.98
                                              )




The above
table includes only dilutive instruments and their effects on earnings per
common share.




The
following outstanding stock options, warrants, convertible debt and convertible
preferred securities for the three and six months ended June 30, 2010 and 2009,
are anti-dilutive and therefore have been excluded from diluted earnings per
share:





Three Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Stock
      options
                  
                  
                  839,830
                  
                  
                  
                  737,071
                  
                  
                  
                  872,662
                  
                  
                  
                  904,554Warrants
                  
                  
                  13,465,035
                  
                  
                  
                  67,583
                  
                  
                  
                  12,459,085
                  
                  
                  
                  10,063,708Convertible
      debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,829,170Convertible
      preferred stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  19,820,59014,304,865
                  
                  
                  
                  804,654
                  
                  
                  
                  13,331,747
                  
                  
                  
                  55,618,022




Inventories– Inventories are stated at the lower of cost or market and are comprised
of barcode-reading equipment at our NeoMedia Europe location.  Cost is
determined using the first-in, first-out method.





9


Recent Accounting
Pronouncements -The following Accounting
Standards Codification Updates have been issued, or will become effective, after
the end of the period covered by this discussion:





Pronouncement
                          
                          Issued
                          
                          TitleASU
      No. 2010-12
                          
                          April 
      2010
                          
                          Income
      Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health
      Care Reform ActsASU
      No. 2010-13
                          
                          April 
      2010
                          
                          Compensation—Stock
      Compensation (Topic 718): Effect of Denominating the Exercise Price of a
      Share-Based Payment Award in the Currency of the Market in Which the
      Underlying Equity Security Trades (A consensus of the FASB Emerging Issues
      Task Force)ASU
      No. 2010-14
                          
                          April 
      2010
                          
                          Accounting
      for Extractive Activities—Oil & Gas—Amendments to Paragraph
      932-10-S99-1 (SEC Update)ASU
      No. 2010-15
                          
                          April 
      2010
                          
                          Financial
      Services—Insurance (Topic 944): How Investments Held through Separate
      Accounts Affect an Insurer’s Consolidation Analysis of Those Investments—a
      consensus of the FASB Emerging Issues Task ForceASU
      No. 2010-16
                          
                          April 
      2010
                          
                          Entertainment—Casinos
      (Topic 924): Accruals for Casino Jackpot Liabilities—a consensus of the
      FASB Emerging Issues Task ForceASU
      No. 2010-17
                          
                          April 
      2010
                          
                          Revenue
      Recognition—Milestone Method (Topic 605): Milestone Method ofRevenue
      Recognition—a consensus of the FASB Emerging Issues Task
    ForceASU
      No. 2010-18
                          
                          April 
      2010
                          
                          Receivables
      (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool
      That is Accounted for as a Single Asset—a consensus of the FASB Emerging
      Issues Task ForceASU
      No. 2010-19
                          
                          May 
      2010
                          
                          Foreign
      Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency
      Exchange RatesASU
      No. 2010-20
                          
                          July 
      2010
                          
                          Receivables
      (Topic 310): Disclosures about the Credit Quality of Financing Receivables
      and the Allowance for Credit LossesASU
      No. 2010-21
                          
                          August 
      2010
                          
                          Accounting
      for Technical Amendments to Various SEC Rules and Schedules Amendments to
      SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to
      Rules, Forms, Schedules and Codification of Financial Reporting Policies
      (SEC
Update)




To the
extent appropriate, the guidance in the above Accounting Standards Codification
Updates is already reflected in our consolidated financial statements and
management does not anticipate that these accounting pronouncements will have
any future effect on our consolidated financial statements.





Note
3 – Capital Stock





Common
Stock– On March
30, 2010, we held a special meeting of our stockholders, at which our
stockholders approved amendments to our certificate of incorporation as
follows:





·         To effect a 1 share for 100 shares
reverse stock split of our outstanding common stock; and





·         To fix the amount of authorized shares
of common stock at 5,000,000,000 shares; and





·         To effect a change in our common stock
par value from $0.01 to $0.001.




10




In
accordance with FASB ASC 260, Earnings per Share, and SAB
Topic 4.C, Changes in Capital
Structure, all of the share and per share information related to our
common stock included in these financial statements has been retroactively
re-stated to reflect the above changes.





We filed
an amendment to our certificate of incorporation on April 1, 2010 to reflect the
above amendments. On April 19, 2010, we filed for, and were assigned a new CUSIP
number 640505-301 in connection with the issuance of new common stock securities
pursuant to the reverse stock split. On April 21, 2010 we filed a request for
regulatory approval from the Financial Industry Regulatory Authority (“FINRA”).
On May 7, 2010, final regulatory approval was granted and became effective on
May 10, 2010.





Holders
of common stock are entitled to one vote for each share held of record on each
matter submitted to a vote of shareholders. Holders of our common stock do not
have a cumulative voting right, which means that the holders of more than one
half of our outstanding shares of common stock, subject to the rights of the
holders of preferred stock, can elect all of our directors, if they choose to do
so. In this event, the holders of the remaining shares of common stock would not
be able to elect any directors. Subject to the prior rights of any class or
series of preferred stock which may from time to time be outstanding, if any,
holders of common stock are entitled to receive ratably, dividends when, as, and
if declared by our Board of Directors out of funds legally available for that
purpose. Upon our liquidation, dissolution, or winding up, the holders are
entitled to share ratably in all assets remaining after payment of liabilities
and payment of accrued dividends and liquidation preferences on the preferred
stock, if any. Holders of common stock have no preemptive rights, nor rights to
convert their common stock into any other securities. Except as otherwise
required by Delaware law, and subject to the rights of the holders of preferred
stock, all stockholder action is taken by the vote of a majority of the
outstanding shares of common stock present at a meeting of stockholders at which
a quorum consisting of a majority of the outstanding shares of common stock is
present in person or by proxy.  Shares repurchased are held as
treasury shares and used for general corporate purposes including, but not
limited to, satisfying obligations under our employee benefit plans. Treasury
stock is recorded at cost.





Note
4 – Financing





At June
30, 2010, our financing transactions with YA Global, an accredited investor,
included shares of our Series C Convertible Preferred Stock issued in February
2006, Series D Convertible Redeemable Preferred Stock issued in January 2010, a
series of sixteen secured convertible debentures issued between August 2006 and
May 2010 and various warrants to purchase shares of our common
stock.





On
January 5, 2010, we entered into an investment agreement with YA Global which
included i) the issuance to YA Global of 25,000 shares of our $100 Series D
Convertible Redeemable Preferred Stock ii) the modification of the conversion
terms of all of our outstanding secured convertible debentures and extension of
their maturity dates to July 29, 2012 iii) issuance of additional warrants to
acquire 225,000 shares of our common stock and, iv) modification of the terms of
three outstanding warrants to acquire a total of 350,000 shares of our common
stock. The gross amount of this transaction was $2.5 million and we received net
proceeds of $1.9 million after fees of $100,000 and the redemption of a $500,000
promissory note issued to YA Global on December 23, 2009.





In
addition, the January 5, 2010 investment agreement required us to seek
shareholder approval to enact the following changes relating to our common
stock, a 1 share for 100 shares reverse stock split, the fixing of our
authorized shares at 5,000,000,000, and the reduction in the par value from
$0.01 to $0.001. On March 30, 2010, we held a Special Meeting of our
shareholders at which the shareholders approved amending the Company’s
certificate of incorporation to reflect these changes. (See Note
3).





On May
27, 2010, we entered into a Securities Purchase Agreement to issue and sell a
secured convertible debenture to YA Global in the principal amount of $2,006,137
and we also entered into an agreement which amended certain terms of all
previously issued and outstanding warrants between us and YA Global which
changed the ownership limitation provision from 4.99% to 9.99%.





11


Series D
Convertible Redeemable Preferred Stock - The Series D Convertible
Redeemable Preferred Stock issued on January 5, 2010 has a stated value of $100
per share and provides for an 8% cumulative dividend, subject to Board
declaration. Each share of Series D Preferred is convertible, at the option of
the holder, at a conversion price equal to the lesser of (i) $2.00 or (ii) 97%
of the lowest closing bid price of our common stock for the 125 trading days
preceding the date of conversion, provided that no conversion will be at a price
less than the par value of the common stock. The conversion price is subject to
adjustment for down-round, anti-dilution protection. Accordingly, if we sell
common stock or common share indexed financial instruments below the conversion
price, the Series D Preferred conversion price adjusts to that lower amount. The
Series D Preferred conversion price is also subject to adjustment for
traditional equity restructuring and reorganizations. The Series D Preferred has
a liquidation amount equal to $100 per share plus all declared and unpaid
dividends and is redeemable by us, at our option, at an amount of $100 per share
plus a redemption premium of 10%. The instrument is also redeemable at the
holder’s option upon certain events of default, which include events and factors
that are not related to interest or credit risk.





The
Series D Preferred is a hybrid financial instrument that embodies the risks and
rewards typically associated with both equity and debt instruments. Accordingly,
we are required to evaluate the features of this contract to determine its
nature as either an equity-type contract or a debt-type contract. We determined
that the Preferred Stock is generally more akin to a debt-type contract,
principally due to its variable conversion price and redemption features. This
determination is subjective. However, in complying with the guidance provided in
FASB ASC 815, we concluded, based upon the preponderance and weight of all
terms, conditions and features of the host contracts, that the Series D
Preferred was more akin to a debt instrument for purposes of considering the
clear and close relationship of the embedded derivative features to the host
contract. The principal accounting concept requires bifurcation in these
instances when the embedded feature and the host contract have risks that are
not clearly and closely related. Certain exemptions to this rule, such as the
traditional conventional convertible exemption and the common-indexed exemption
were not available to us because the Preferred Stock is not indexed, as that
term is defined, only to our common stock. Accordingly, the conversion feature,
along with certain other features that have risks of equity, required
bifurcation and classification in liabilities as a compound embedded derivative
financial instrument. Derivative financial instruments are required to be
measured at fair value both at inception and an ongoing basis.





As
discussed in further detail below, the initial allocation of the basis in the
Series D Preferred financing transaction resulted in no basis being ascribed to
the redeemable preferred stock. According to FASB ASC 480-10, Distinguishing Liabilities from
Equity, if the security is not currently redeemable and it is not
probable that the security will be become redeemable, accretion to face value is
not necessary.  The Series D Preferred is convertible upon inception and
there was no persuasive evidence that the Preferred Stock would not be
redeemed.  Based on this information, redemption could not be considered
“not probable” of occurring and accretion was necessary. Redeemable preferred
stock may be accreted to its redemption value through periodic charges to
retained earnings or over the period from the date of issuance to the earliest
redemption date. Because there was no term of redemption embodied in the
contract, the issuance date was considered the earliest possible redemption
date. As a result, a day-one deemed dividend of $2,500,000 was recorded to
accrete the Series D Preferred to its redemption value.





In
conjunction with the Series D Preferred financing, we also issued warrants to
acquire 225,000 shares of our common stock.   We evaluated the
warrants for purposes of classification under FASB ASC 480 and determined the
warrants require liability classification because they embody down-round
anti-dilution that precludes the instrument from being considered indexed to the
Company’s own stock.





Our
accounting required the allocation of the proceeds to the individual financial
instruments comprising the Series D Preferred financing.  Current
accounting concepts generally provide that the allocation is made, first to the
instruments that are required to be recorded at fair value; that is, the
compound embedded derivative and the warrants, and the remainder to the host
instrument. The fair value of the embedded conversion feature and the warrants
exceeded the proceeds which resulted in a day-one derivative loss.





12


The
allocation of the basis arising from the issuance of Series D Preferred and
warrants is summarized in the table below:





Proceeds
                                
                                
                                Deemed
                                
                                
                                TotalAllocation
                                
                                
                                Dividend
                                
                                
                                Allocation(in thousands)Gross
      proceeds
                                
                                $
                                2,500
                                
                                
                                
                                
                                
                                $
                                2,500Financing
      costs paid to investor
                                
                                
                                (100
                                )
                                
                                
                                
                                
                                
                                (100
                                )$
                                2,400
                                
                                
                                
                                
                                
                                $
                                2,400Derivative
      liabilities:Investor
      warrants
                                
                                $
                                (2,431
                                )
                                
                                
                                
                                
                                $
                                (2,431
                                )Compound
      derivative
                                
                                
                                (4,551
                                )
                                
                                
                                
                                
                                
                                (4,551
                                )Total
      derivative liabilities
                                
                                
                                (6,982
                                )
                                
                                
                                
                                
                                
                                (6,982
                                )Redeemable
      preferred stock:Series
      D Preferred Stock
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Deemed
      dividend
                                
                                
                                -
                                
                                
                                $
                                (2,500
                                )
                                
                                
                                (2,500
                                )Total
      redeemable preferred stock
                                
                                
                                -
                                
                                
                                
                                (2,500
                                )
                                
                                
                                (2,500
                                )Accumulated
      deficit (deemed dividend)
                                
                                
                                -
                                
                                
                                
                                2,500
                                
                                
                                
                                2,500Day-one
      derivative loss
                                
                                
                                4,582
                                
                                
                                
                                
                                
                                
                                
                                4,582$
                                (2,400
                                )
                                
                                $
                                -
                                
                                
                                $
                                (2,400
                                )




Series C
Convertible Preferred Stock - On February 17, 2006, we issued 22,000
shares of $1,000 Series C 8% Convertible Preferred Stock, with a face value of
$22 million, to YA Global. The Series C Preferred Stock was originally
convertible into shares of common stock at the lower of $2.00 per share and 97%
of the lowest closing bid price of the common stock for the 30 trading days
immediately preceding the conversion date. On January 5, 2010, we entered into
an amendment to the Series C Convertible Preferred Stock, which modified the
conversion provisions to increase the look-back period in the variable
conversion rate calculation to 125 days.





As of
June 30, 2010, 13,358 shares of the original 22,000 shares of Series C Preferred
have been converted into 1,240,037 of our common shares, leaving 8,642 shares of
Series C Preferred with a face value of $8.6 million outstanding.





Secured
Convertible Debentures -The underlying agreements for each of the
fifteen debentures issued to YA Global are essentially the same, except in
regard to the interest rate, varying conversion prices per share, and the number
of warrants that were issued in conjunction with each of the debentures. The
debentures are convertible into our common stock, at any time, at the option of
the holder, at the lower of a fixed conversion price per share or a percentage
of the lowest volume-weighted average price (“VWAP”) for a specified number of
days prior to the conversion (the “look-back period”). The conversion is limited
such that the holder cannot exceed 9.99% ownership, unless the holder waives
their right to such limitation. All of the convertible debentures are secured
according to the terms of a Security Pledge Agreement dated August 23, 2006,
which was entered into in connection with the first convertible debenture issued
to YA Global and which provides YA Global with a security interest in
substantially all of our assets.  The debentures are also secured by a
Patent Security Agreement dated July 29, 2008.





As
discussed above, on January 5, 2010, the terms of all of the debentures were
modified to extend the stated maturity date to July 29, 2012.  The
January 5, 2010 amendments also increased the look-back period used to calculate
the variable conversion price per share for all debentures to a period of 125
days and increased the fixed portion of the conversion price for certain of the
debentures from $1.00 to $2.00.





13


On May
27, 2010, we entered into a Securities Purchase Agreement to issue and sell a
secured convertible debenture to YA Global in the principal amount $2,006,137.
The debenture bears interest at 14% and matures on July 29, 2012. The debenture
provided net proceeds of $1,410,000 after payment of $90,000 in fees and the use
of $506,137 to repay the outstanding principal and interest on a promissory note
dated April 1, 2010 owed to YA Global. In addition to the debenture, we also
issued a warrant to YA Global to purchase 5,000,000 shares of common stock for
an exercise price of $0.30 per share for a period of five years.  We
have the right to redeem a portion or all amounts outstanding under the
debenture at a redemption premium of 10%, plus accrued interest. YA Global may
require cash redemption of all or a portion of the debenture at any time
after August 26, 2010.





At
inception, a summary of the allocation of the components of the new debenture
and the extinguishment of the April 2010 note was as follows:





Proceeds
                          
                          
                          Settlement ofReceived
                          
                          
                          April 2010 Note
                          
                          
                          Total(in
      thousands)Gross
      proceeds
                          
                          $
                          (1,500
                          )
                          
                          $
                          (506
                          )
                          
                          $
                          (2,006
                          )Structuring
      and due diligence fee
                          
                          
                          90
                          
                          
                          
                          -
                          
                          
                          
                          90$
                          (1,410
                          )
                          
                          $
                          (506
                          )
                          
                          $
                          (1,916
                          )Derivative
      liabilities:Investor
      warrants
                          
                          $
                          (684
                          )
                          
                          $
                          (228
                          )
                          
                          $
                          (912
                          )Compound
      derivative
                          
                          
                          (1,473
                          )
                          
                          
                          (491
                          )
                          
                          
                          (1,964
                          )Total
      derivative liabilities
                          
                          
                          (2,157
                          )
                          
                          
                          (719
                          )
                          
                          
                          (2,876
                          )Day
      one derivative loss
                          
                          
                          747
                          
                          
                          
                          -
                          
                          
                          
                          747Convertible
      debenture-initial carrying value
                          
                          
                          -
                          
                          
                          
                          (150
                          )
                          
                          
                          (150
                          )Loss
      on extinguishment
                          
                          
                          -
                          
                          
                          
                          363
                          
                          
                          
                          363$
                          (1,410
                          )
                          
                          $
                          (506
                          )
                          
                          $
                          (1,916
                          )




The
compound derivative was valued using the Monte Carlo Simulation valuation
method. Significant assumptions used to value the compound derivative as of
inception of the financing included a conversion price of $0.1425, equivalent
volatility of 182.57%, equivalent interest risk adjusted rate of 13.15% and an
equivalent credit risk adjusted rate of 8.59% and estimated exercise behaviors.
The warrants are valued using the Black-Scholes-Merton valuation methodology.
Significant assumptions used in this model as of May 27, 2010 included an
expected life equal to the five year term of the warrants, an expected dividend
yield of zero, estimated volatility of 155.57%, and a risk-free rate of return
of 2.18%. For the risk-free rates of return, we use the published yields on
zero-coupon Treasury Securities with maturities consistent with the term of the
warrants and volatility is based upon our expected stock price volatility over
the term of the warrants.





14


The table
below summarizes the significant terms of each of the debentures as of June 30,
2010:





Default
                                                                                                                                            
                                                                                                                                            Conversion Price – Lower of Fixed Price or Percentage of
                                                                                                                                              VWAP for Preceding PeriodFace
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Interest
                                                                                                                                            
                                                                                                                                            Interest
                                                                                                                                            
                                                                                                                                            Fixed
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Default
                                                                                                                                            
                                                                                                                                            PrecedingDebenture Issue Date
                                                                                                                                            
                                                                                                                                            Amount
                                                                                                                                            
                                                                                                                                            Maturity
                                                                                                                                            
                                                                                                                                            Rate
                                                                                                                                            
                                                                                                                                            Rate
                                                                                                                                            
                                                                                                                                            Price
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            %
                                                                                                                                            
                                                                                                                                            %
                                                                                                                                            
                                                                                                                                            PeriodAugust
      24, 2006
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            5,000,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            10%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            90%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            125
      DaysDecember
      29, 2006
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2,500,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            10%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            90%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            125
      DaysMarch
      27, 2007
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            7,458,651
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            13%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            90%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            125
      DaysAugust
      24, 2007
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            1,775,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            80%
                                                                                                                                            
                                                                                                                                            n/a
                                                                                                                                            
                                                                                                                                            125
      DaysApril
      11, 2008
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            390,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            15%
                                                                                                                                            
                                                                                                                                            24%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            1.50
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            80%
                                                                                                                                            
                                                                                                                                            75%
                                                                                                                                            
                                                                                                                                            125
      DaysMay
      16, 2008
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            500,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            15%
                                                                                                                                            
                                                                                                                                            24%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            1.50
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            80%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysMay
      29, 2008
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            790,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            15%
                                                                                                                                            
                                                                                                                                            24%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            1.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            80%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysJuly
      10, 2008
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            137,750
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            15%
                                                                                                                                            
                                                                                                                                            24%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            1.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            80%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysJuly
      29, 2008
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2,325,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            24%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            95%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysOctober
      28, 2008
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2,325,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            20%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            95%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysMay
      1, 2009
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            294,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            20%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            95%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysJune
      5, 2009
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            715,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            20%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            95%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysJuly
      15, 2009
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            535,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            20%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            95%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysAugust
      14, 2009
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            475,000
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            20%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2.00
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            95%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            125
      DaysMay
      27, 2010
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            2,006,137
                                                                                                                                            
                                                                                                                                            7/29/2012
                                                                                                                                            
                                                                                                                                            14%
                                                                                                                                            
                                                                                                                                            20%
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            0.30
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            95%
                                                                                                                                            
                                                                                                                                            50%
                                                                                                                                            
                                                                                                                                            60
      Days




All
debentures with YA Global contain provisions for acceleration of principal and
interest upon default. Certain debentures also contain default interest rates
and conversion prices, as reflected in the table above.




In our
evaluation of these financing transactions, we concluded that the conversion
features were not afforded the exemption as conventional convertible instruments
due to the variable conversion rate; and they did not otherwise meet the
conditions set forth in current accounting standards for equity classification.
Because equity classification was not available for the conversion features, we
elected to bifurcate the compound derivatives, and carry them as derivative
liabilities, at fair value. Each compound derivative consists of (i) the
embedded conversion feature, (ii) down-round anti-dilution protection features,
and (iii) default, non-delivery and buy-in puts which were combined into one
compound instrument that is carried as a component of derivative
liabilities.





Fair Value
Considerations -In accordance with FASB
ASC 815, Derivatives and
Hedging, we determined that the conversion features of the Series C and
Series D Convertible Preferred Stock, and the August 2006, December 2006, July
2008, October 2008, April 2009, May 2009, June 2009, July 2009, August 2009 and
May 2010 Debentures met the criteria of embedded derivatives and that the
conversion features of these instruments required bifurcation and accounting as
derivative instrument liabilities. Changes in the fair value of the derivative
liability for the embedded conversion option are charged or credited to income
each period. As permitted by FASB ASC 815-15-25, Recognition of Embedded
Derivatives, we elected not to bifurcate the embedded derivatives in the
March 2007, August 2007, April 2008 or May 2008 Debentures and accordingly,
these convertible instruments are being carried in their entirety at their fair
values, with the changes in the fair value of the Debentures charged or credited
to income each period.





Derivative
financial instruments arising from the issuance of convertible financial
instruments are initially recorded, and continuously carried, at fair value.
Upon conversion of any of the convertible financial instruments, the carrying
amount of the debt, including any unamortized premium or discount, and the
related derivative instrument liability are credited to the capital accounts
upon conversion to reflect the stock issued and no gain or loss is
recognized.





Embedded
Derivative Instruments – Series C and Series D Preferred Stock and August 2006,
December 2006, July 2008, October 2008, April 2009, May 2009, June 2009, July
2009, August 2009 and May 2010 Convertible Debentures -Embedded
derivative financial instruments arising from the convertible instruments
consist of multiple individual features that were embedded in each instrument.
For each convertible instrument, we evaluated all significant features and, as
required under current accounting standards, aggregated the components into one
compound derivative financial instrument for financial reporting purposes. For
financings recorded in accordance with FASB ASC 815, the compound embedded
derivative instruments are valued using the Monte Carlo Simulation methodology
because that model embodies certain relevant assumptions (including, but not
limited to, interest rate risk, credit risk, and conversion/redemption
privileges) that are necessary to value these complex derivatives.





15


The
conversion price in each of the convertible debentures is subject to adjustment
for down-round, anti-dilution protection.  Accordingly, if we sell
common stock or common share indexed financial instruments below the stated or
variable conversion price in the agreement, the conversion price adjusts to that
lower amount.





As
discussed above, on January 5, 2010, we entered into amendments to the
convertible debentures, which extended the maturity dates to July 29, 2012, and
modified the terms of the conversion prices.  The modification changed
the remaining term for the debentures from 0.52 - 0.58 years to 2.56
years.





The
assumptions included in the calculations are highly subjective and subject to
interpretation.  Assumptions used as of June 30, 2010 included
exercise estimates/behaviors and the following other significant
estimates:





Remaining
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      Equivalent
                                                                                                                                      
                                                                                                                                      EquivalentConversion
                                                                                                                                      
                                                                                                                                      Term
                                                                                                                                      
                                                                                                                                      Equivalent
                                                                                                                                      
                                                                                                                                      Interest-Risk
                                                                                                                                      
                                                                                                                                      Credit-RiskPrices
                                                                                                                                      
                                                                                                                                      (years)
                                                                                                                                      
                                                                                                                                      Volatility
                                                                                                                                      
                                                                                                                                      AdjustedRate
                                                                                                                                      
                                                                                                                                      AdjustedRateSeries
      C Convertible Preferred Stock
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.15
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      7.51%
                                                                                                                                      
                                                                                                                                      8.59%Series
      D Convertible Preferred Stock
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.15
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      7.51%
                                                                                                                                      
                                                                                                                                      8.59%August
      24, 2006
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      9.39%
                                                                                                                                      
                                                                                                                                      8.59%December
      29, 2006
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      9.39%
                                                                                                                                      
                                                                                                                                      8.59%July
      10, 2008
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.12
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%July
      29, 2008
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%October
      28, 2008
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%May
      1, 2009
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%June
      5, 2009
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%July
      15, 2009
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%August
      14, 2009
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%May
      27, 2010
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      0.14
                                                                                                                                      
                                                                                                                                      2.08
                                                                                                                                      
                                                                                                                                      187%
                                                                                                                                      
                                                                                                                                      14.08%
                                                                                                                                      
                                                                                                                                      8.59%




Equivalent
amounts reflect the net results of multiple modeling simulations that the Monte
Carlo Simulation methodology applies to underlying assumptions.





Due to
the variable component of the conversion price, rapid fluctuations in the
trading market price may result in significant variations to the calculated
conversion price. For each debenture, we analyze the ratio of the conversion
price (as calculated based on the percentage of VWAP for the appropriate look
back period) to the trading market price for a period of time equal to the term
of the debenture to determine the average ratio for the term of the note. Each
quarter, the ratio in effect on the date of the valuation is compared with the
average ratio over the term of the debenture to determine if the calculated
conversion price is representative of past trends or if it is considered
unrepresentative due to a large fluctuation in the stock price over a short
period of time. If the calculated conversion price results in a ratio that
deviates significantly from the average ratio over the term of the agreement,
the average ratio of the conversion price to the trading market price is then
multiplied by the current trading market price to determine the variable portion
of the conversion price for use in the fair value calculations. This variable
conversion price is then compared with the fixed conversion price and, as
required by the terms of the debentures, the lower of the two amounts is used as
the conversion price in the Monte Carlo Simulation model used for valuation
purposes. On June 30, 2010, the fixed conversion price for each of the
debentures was equal to or higher than the calculated variable conversion price.
Accordingly, the variable conversion price was used in the Monte Carlo
Simulation model. This analysis is performed each quarter to determine if the
calculated conversion price is reasonable for purposes of determining the fair
value of the embedded conversion features (for instruments recorded under FASB
ASC 815) or the fair value of the hybrid instrument (for instruments recorded
under FASB ASC 815-15-25).





Hybrid Financial
Instruments Carried at Fair Value – 2007 and 2008 Convertible Debentures -The March 2007, August 2007, April 2008 and May 2008 convertible
debentures are recorded in accordance with FASB ASC 815-15-25 and the entire
hybrid instrument was initially recorded at fair value, with subsequent changes
in fair value charged or credited to income each period. These financial
instruments are valued using the common stock equivalent approach. The
common stock equivalent is calculated using the shares indexed to the debentures
valued at the market price of our stock and the present value of the
coupon.





16


Subsequent
to the January 5, 2010 amendment, the shares indexed to the debentures were
calculated using the variable conversion price based on the 125 day look-back
period and the present value of the coupon from inception of the debentures to
the revised maturity date of July 29, 2012.





Current Period
Valuations -For the Series C Preferred Stock and the August 2006 and
December 2006 debentures, due to our previous default position with respect to
these instruments, the carrying value of each instrument in effect as of
December 31, 2006 was written up to its full face value during the fourth
quarter of 2006. For these instruments and the Series D Convertible Preferred
Stock and the July 2008, October 2008, April 2009, May 2009, June 2009, July
2009, August 2009 and May 2010 debentures, the embedded derivative instrument,
primarily the conversion feature, has been separated and accounted for as a
derivative instrument liability, as discussed above. This derivative instrument
liability is marked-to- market each reporting period.





The March
2007, August 2007, April 2008 and May 2008 debentures were each initially
recorded at their full fair value pursuant to FASB ASC 815-15-25. That fair
value is marked-to-market each reporting period, with any changes in the fair
value charged or credited to income.





On
January 5, 2010, the terms of all of the debentures were modified to extend the
stated maturity date to July 29, 2012 and increase the look-back period used to
calculate the variable conversion price per share for all debentures to a period
of 125 days which increased our future anticipated cash flows related to those
instruments.  Because that increase exceeded the threshold prescribed
by FASB ASC 470-50, Debt
Modifications and Extinguishments, the modification of the amounts due
under these instruments was accounted for as an
extinguishment. Accordingly, the original convertible debentures were
considered extinguished and the revised convertible debentures were recorded at
their fair value, resulting in an extinguishment loss of approximately ($5.6)
million.





For
instruments which were recorded under FASB ASC 815-15, the instruments were
first adjusted to fair value as of January 5, 2010 using the conversion rate and
maturity date prior to the amendment. The fair value of the instrument was then
calculated using the modified conversion rate and maturity date to determine the
fair value of the instrument subsequent to the amendment. The difference in the
fair value before and after the amendment was recorded as an extinguishment
loss.





For
instruments recorded under FASB ASC 815-10, the embedded conversion feature was
first adjusted to fair value as of the date of the amendment using the
conversion rate and maturity date prior to the amendment. The carrying value of
the host instrument and the embedded conversion feature, less any deferred
financing costs, was then compared with the fair value of the hybrid instrument
subsequent to the amendment and the difference was recorded as an extinguishment
loss.





For our
Series C and Series D Convertible Preferred Stock and convertible debentures,
the following table reflects the face value of the instruments and, as
appropriate, either their amortized cost carrying value and the fair value of
the separately-recognized compound embedded derivative or, for those debentures
recorded in their entirety at fair value, their fair value, as well as for each
of the instruments and the number of common shares (in thousands) into which the
instruments are convertible as of June 30, 2010 and December 31,
2009.




17




Embedded
                          
                          
                          
                          
                          
                          CommonFace
                          
                          
                          Carrying
                          
                          
                          Conversion
                          
                          
                          
                          
                          
                          StockJune 30, 2010
                          
                          Value
                          
                          
                          Value
                          
                          
                          Feature
                          
                          
                          Fair Value
                          
                          
                          Shares(in
      thousands)Series C Convertible Preferred Stock
                          
                          $
                          8,642
                          
                          
                          $
                          8,642
                          
                          
                          $
                          861
                          
                          
                          $
                          -
                          
                          
                          
                          59,393Series
      D Convertible Preferred Stock
                          
                          $
                          2,500
                          
                          
                          $
                          2,500
                          
                          
                          
                          249
                          
                          
                          
                          -
                          
                          
                          
                          17,182August
      24, 2006
                          
                          $
                          5,000
                          
                          
                          $
                          5,000
                          
                          
                          
                          1,527
                          
                          
                          
                          -
                          
                          
                          
                          49,091December
      29, 2006
                          
                          
                          2,500
                          
                          
                          
                          2,500
                          
                          
                          
                          762
                          
                          
                          
                          -
                          
                          
                          
                          24,546March
      27, 2007
                          
                          
                          7,459
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          13,162
                          
                          
                          
                          55,249August
      24, 2007
                          
                          
                          1,775
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,389
                          
                          
                          
                          14,791April
      11, 2008
                          
                          
                          390
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          774
                          
                          
                          
                          3,250May
      16 ,2008
                          
                          
                          500
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          986
                          
                          
                          
                          4,167May
      29, 2008
                          
                          
                          790
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,553
                          
                          
                          
                          6,583July
      10, 2008
                          
                          
                          138
                          
                          
                          
                          138
                          
                          
                          
                          82
                          
                          
                          
                          -
                          
                          
                          
                          1,488July
      29, 2008
                          
                          
                          2,325
                          
                          
                          
                          2,325
                          
                          
                          
                          799
                          
                          
                          
                          -
                          
                          
                          
                          20,703October
      23, 2008
                          
                          
                          2,325
                          
                          
                          
                          2,325
                          
                          
                          
                          814
                          
                          
                          
                          -
                          
                          
                          
                          20,133May
      1, 2009
                          
                          
                          294
                          
                          
                          
                          294
                          
                          
                          
                          87
                          
                          
                          
                          -
                          
                          
                          
                          2,554June
      5, 2009
                          
                          
                          715
                          
                          
                          
                          653
                          
                          
                          
                          327
                          
                          
                          
                          -
                          
                          
                          
                          5,768July
      15, 2009
                          
                          
                          535
                          
                          
                          
                          535
                          
                          
                          
                          199
                          
                          
                          
                          -
                          
                          
                          
                          4,258August
      14, 2009
                          
                          
                          475
                          
                          
                          
                          475
                          
                          
                          
                          178
                          
                          
                          
                          -
                          
                          
                          
                          3,742May
      27, 2010
                          
                          
                          2,006
                          
                          
                          
                          166
                          
                          
                          
                          1,537
                          
                          
                          
                          -
                          
                          
                          
                          14,262Total
                          
                          $
                          27,227
                          
                          
                          $
                          14,411
                          
                          
                          $
                          7,422
                          
                          
                          $
                          19,864
                          
                          
                          
                          307,160




Embedded
                          
                          
                          
                          
                          
                          CommonFace
                          
                          
                          Carrying
                          
                          
                          Conversion
                          
                          
                          
                          
                          
                          StockDecember 31, 2009
                          
                          Value
                          
                          
                          Value
                          
                          
                          Feature
                          
                          
                          Fair Value
                          
                          
                          Shares(in
      thousands)Series C Convertible Preferred Stock
                          
                          $
                          8,642
                          
                          
                          $
                          8,642
                          
                          
                          $
                          16,397
                          
                          
                          $
                          -
                          
                          
                          
                          22,158August
      24, 2006
                          
                          $
                          5,000
                          
                          
                          $
                          5,000
                          
                          
                          
                          14,131
                          
                          
                          
                          -
                          
                          
                          
                          13,889December
      29, 2006
                          
                          
                          2,500
                          
                          
                          
                          2,500
                          
                          
                          
                          6,926
                          
                          
                          
                          -
                          
                          
                          
                          9,260March
      27, 2007
                          
                          
                          7,459
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          25,046
                          
                          
                          
                          20,718August
      24, 2007
                          
                          
                          1,775
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          6,573
                          
                          
                          
                          5,547April
      11, 2008
                          
                          
                          390
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,412
                          
                          
                          
                          1,219May
      16 ,2008
                          
                          
                          500
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,803
                          
                          
                          
                          1,563May
      29, 2008
                          
                          
                          790
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,844
                          
                          
                          
                          2,469July
      10, 2008
                          
                          
                          137
                          
                          
                          
                          127
                          
                          
                          
                          337
                          
                          
                          
                          -
                          
                          
                          
                          430July
      29, 2008
                          
                          
                          2,325
                          
                          
                          
                          2,109
                          
                          
                          
                          4,618
                          
                          
                          
                          -
                          
                          
                          
                          6,118October
      28, 2008
                          
                          
                          2,325
                          
                          
                          
                          2,130
                          
                          
                          
                          4,594
                          
                          
                          
                          -
                          
                          
                          
                          6,118May
      1, 2009
                          
                          
                          294
                          
                          
                          
                          120
                          
                          
                          
                          580
                          
                          
                          
                          -
                          
                          
                          
                          774June
      5, 2009
                          
                          
                          715
                          
                          
                          
                          71
                          
                          
                          
                          1,410
                          
                          
                          
                          -
                          
                          
                          
                          1,882July
      15, 2009
                          
                          
                          535
                          
                          
                          
                          253
                          
                          
                          
                          1,056
                          
                          
                          
                          -
                          
                          
                          
                          1,408August
      14, 2009
                          
                          
                          475
                          
                          
                          
                          213
                          
                          
                          
                          936
                          
                          
                          
                          -
                          
                          
                          
                          1,250Total
                          
                          $
                          25,220
                          
                          
                          $
                          12,523
                          
                          
                          $
                          50,985
                          
                          
                          $
                          37,678
                          
                          
                          
                          94,803




18




The terms
of the embedded conversion features in the convertible instruments presented
above provide for variable conversion rates that are indexed to our trading
common stock price. As a result, the number of indexed shares is subject to
continuous fluctuation. For presentation purposes, the number of shares of
common stock into which the embedded conversion feature of the Series C and
Series D Preferred Stock was convertible as of June 30, 2010 was calculated as
face value plus assumed dividends (if declared), divided by the lesser of the
fixed rate or the calculated variable conversion price using the 125 day
look-back period. The number of shares of common stock into which the embedded
conversion feature in the convertible debentures was convertible as of June 30,
2010 was calculated as the face value of each instrument divided by the variable
conversion price using a 125 day look-back period.





The March
2007, August 2007, April 2008 and May 2008 debentures are carried in their
entirety at fair value in accordance with FASB ASC 815-15-25 and the value of
the embedded conversion feature is effectively embodied in those fair
values.





Changes
in the fair value of convertible instruments that are carried in their entirety
at fair value (the March 2007, August 2007, April 2008 and May 2008 debentures)
are reported as “Gain (loss) from change in fair value of hybrid financial
instruments” in the accompanying consolidated statements of operations. The
changes in fair value of these hybrid financial instruments were as
follows:





Three Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009(in thousands)
                  
                  
                  (in thousands)March
      27, 2007
                  
                  $
                  717
                  
                  
                  $
                  15,915
                  
                  
                  $
                  12,805
                  
                  
                  $
                  (110
                  )August
      24, 2007
                  
                  
                  227
                  
                  
                  
                  3,797
                  
                  
                  
                  3,439
                  
                  
                  
                  156April
      11, 2008
                  
                  
                  55
                  
                  
                  
                  844
                  
                  
                  
                  768
                  
                  
                  
                  49May
      16, 2008
                  
                  
                  69
                  
                  
                  
                  1,081
                  
                  
                  
                  984
                  
                  
                  
                  84May
      29, 2008
                  
                  
                  112
                  
                  
                  
                  1,706
                  
                  
                  
                  1,556
                  
                  
                  
                  133Gain
      (loss) from changes in fair value of hybrid instruments
                  
                  $
                  1,180
                  
                  
                  $
                  23,343
                  
                  
                  $
                  19,552
                  
                  
                  $
                  312




The
carrying value of our liability for convertible instruments carried at fair
value decreased $17.8 million during the six month period from December 31, 2009
to June 30, 2010. However, the fair values of these liabilities decreased $19.5
million. The difference between the change in carrying value and change in fair
value is an extinguishment loss of $1.7 million resulting from the January 5,
2010 amendment.





Changes
in the fair value of derivative instrument liabilities related to the bifurcated
embedded derivative features of convertible instruments not carried at fair
value are reported as “Gain (loss) from change in fair value of derivative
liability – Series C and Series D preferred stock and debentures” in the
accompanying consolidated statement of operations. The changes in fair value of
these derivative financial instruments were as follows:




19





Three Months Ended June 30,
                      
                      
                      Six Months Ended June 30,2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009(in thousands)
                      
                      
                      (in thousands)Series
      C Convertible Preferred Stock
                      
                      $
                      907
                      
                      
                      $
                      15,851
                      
                      
                      $
                      15,536
                      
                      
                      $
                      (11,389
                      )Series
      D Convertible Preferred Stock
                      
                      
                      262
                      
                      
                      
                      -
                      
                      
                      
                      4,302
                      
                      
                      
                      -August
      24, 2006
                      
                      
                      2,118
                      
                      
                      
                      12,694
                      
                      
                      
                      13,080
                      
                      
                      
                      619December
      29, 2006
                      
                      
                      1,060
                      
                      
                      
                      6,454
                      
                      
                      
                      6,403
                      
                      
                      
                      289July
      10, 2008
                      
                      
                      61
                      
                      
                      
                      273
                      
                      
                      
                      328
                      
                      
                      
                      17July
      29, 2008
                      
                      
                      875
                      
                      
                      
                      1,275
                      
                      
                      
                      4,372
                      
                      
                      
                      361October
      28, 2008
                      
                      
                      792
                      
                      
                      
                      1,293
                      
                      
                      
                      4,092
                      
                      
                      
                      289April
      6, 2009
                      
                      
                      -
                      
                      
                      
                      79
                      
                      
                      
                      -
                      
                      
                      
                      79May
      1, 2009
                      
                      
                      102
                      
                      
                      
                      (33
                      )
                      
                      
                      572
                      
                      
                      
                      (33
                      )June
      5, 2009
                      
                      
                      192
                      
                      
                      
                      92
                      
                      
                      
                      1,188
                      
                      
                      
                      92July
      15, 2009
                      
                      
                      485
                      
                      
                      
                      -
                      
                      
                      
                      990
                      
                      
                      
                      -August
      14, 2009
                      
                      
                      112
                      
                      
                      
                      -
                      
                      
                      
                      865
                      
                      
                      
                      -May
      27, 2010
                      
                      
                      426
                      
                      
                      
                      -
                      
                      
                      
                      425
                      
                      
                      
                      -7,392
                      
                      
                      
                      37,978
                      
                      
                      
                      52,153
                      
                      
                      $
                      (9,676
                      )Less:  Day-one
      loss from Series D Convertible Preferred financing
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (4,582
                      )
                      
                      
                      -Less:  Day-one
      loss from May 27, 2010 financing
                      
                      
                      (747
                      )
                      
                      
                      -
                      
                      
                      
                      (747
                      )
                      
                      
                      -Gain
      (loss) from change in fair value of derivative liability
                      
                      $
                      6,645
                      
                      
                      $
                      37,978
                      
                      
                      $
                      46,824
                      
                      
                      $
                      (9,676
                      )




Warrants -YA Global holds warrants to purchase shares of our common stock that were
issued in connection with the convertible debentures and the Series C and Series
D Preferred Stock. The warrants are exercisable at the lower of a fixed exercise
price or a specified percentage of the current market price. From time to time,
the fixed exercise prices of the warrants held by YA Global have been reduced as
an inducement for YA Global to enter into subsequent financing arrangements. In
addition to the warrants issued to YA Global, certain other warrants have been
issued to consultants and other service providers.





The
warrants issued to YA Global and others do not meet all of the established
criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts
in Entity’s Own Equity, and accordingly, are recorded as derivative
liabilities at fair value. Changes in the fair value of the warrants are charged
or credited to income each period.





The
January 5, 2010 investment agreement with YA Global amended the exercise price
of warrants indexed to 350,000 shares of common stock, which were issued in July
2008. Due to down-round anti-dilution provisions, the exercise price of the
warrants prior to the amendment was based on the lowest conversion price of
convertible debentures issued subsequent to July 2008; however, the amendment
fixed the exercise price at $1.00, subject to subsequent adjustment for
anti-dilution. The amendment reduced the exercise price of the July 2008
warrants resulting in an approximate decrease in fair value of
$3,500.





In
connection with the January 5, 2010 investment agreement, we also issued to YA
Global warrants to purchase 225,000 shares of our common stock at an exercise
price of $1.00, expiring after seven years. These warrants were accounted for as
a derivative liability and their fair value at inception was approximately $2.4
million.





20


The
following table summarizes the warrants outstanding (in thousands) and their
fair value:





June 30,
                            
                            
                            December 31,
                            
                            
                            
                            June 30,
                            
                            
                            December 31,2010
                            
                            
                            2009
                            
                            
                            
                            2010
                            
                            
                            2009Exercise
                            
                            
                            Exercise
                            
                            Expiration
                            
                            
                            
                            
                            Fair
                            
                            
                            
                            
                            
                            FairPrice
                            
                            
                            Price
                            
                            Date
                            
                            Warrants
                            
                            
                            Value
                            
                            
                            Warrants
                            
                            
                            ValueSeries C Convertible Preferred Stock
                            
                            $
                            0.12
                            
                            
                            $
                            0.32
                            
                            2/17/2011
                            
                            
                            750
                            
                            
                            $
                            67
                            
                            
                            
                            750
                            
                            
                            $
                            712Series
      D Convertible Preferred Stock
                            
                            
                            0.16
                            
                            
                            
                            —
                            
                            1/5/2017
                            
                            
                            2,250
                            
                            
                            
                            342
                            
                            
                            
                            —
                            
                            
                            
                            —August
      24, 2006
                            
                            
                            0.12
                            
                            
                            
                            0.32
                            
                            8/24/2011
                            
                            
                            1,750
                            
                            
                            
                            189
                            
                            
                            
                            1,750
                            
                            
                            
                            1,697December
      29, 2006
                            
                            
                            0.12
                            
                            
                            
                            0.32
                            
                            12/29/2011
                            
                            
                            420
                            
                            
                            
                            55
                            
                            
                            
                            420
                            
                            
                            
                            412March
      27, 2007
                            
                            
                            0.12
                            
                            
                            
                            0.32
                            
                            3/27/2012
                            
                            
                            1,250
                            
                            
                            
                            164
                            
                            
                            
                            1,250
                            
                            
                            
                            1,238August
      24, 2007
                            
                            
                            0.12
                            
                            
                            
                            0.32
                            
                            8/24/2012
                            
                            
                            750
                            
                            
                            
                            106
                            
                            
                            
                            750
                            
                            
                            
                            750May
      16, 2008
                            
                            
                            0.12
                            
                            
                            
                            0.32
                            
                            5/16/2015
                            
                            
                            75
                            
                            
                            
                            11
                            
                            
                            
                            75
                            
                            
                            
                            77May
      29, 2008
                            
                            
                            0.12
                            
                            
                            
                            0.32
                            
                            5/29/2015
                            
                            
                            500
                            
                            
                            
                            74
                            
                            
                            
                            500
                            
                            
                            
                            515July
      29, 2008
                            
                            
                            0.14
                            
                            
                            
                            0.95
                            
                            7/29/2015
                            
                            
                            1,000
                            
                            
                            
                            148
                            
                            
                            
                            1,000
                            
                            
                            
                            1,000July
      29, 2008
                            
                            
                            0.16
                            
                            
                            
                            0.95
                            
                            7/29/2015
                            
                            
                            3,500
                            
                            
                            
                            516
                            
                            
                            
                            3,500
                            
                            
                            
                            3,500May
      27, 2010
                            
                            
                            0.22
                            
                            
                            
                            —
                            
                            5/27/2015
                            
                            
                            5,000
                            
                            
                            
                            727
                            
                            
                            
                            —
                            
                            
                            
                            —Other
      warrants
                            
                            
                            1.10
                            
                            
                            $
                            1.10-
      $3.50
                            
                            1/16/2011
                            
                            
                            1
                            
                            
                            
                            —
                            
                            
                            
                            67
                            
                            
                            
                            11Total
                            
                            
                            17,246
                            
                            
                            $
                            2,399
                            
                            
                            
                            10,062
                            
                            
                            $
                            9,912




The
carrying value of warrants decreased $3.4 million during the three month period
from March 31, 2010 to June 30, 2010 due to the issuance of warrants on May 27,
2010 with a fair value of $912,000, less warrant fair value adjustments of $4.3
million as shown in the table below.





The
warrants are valued using the Black-Scholes-Merton valuation methodology because
that model embodies all of the relevant assumptions that address the features
underlying these instruments. Significant assumptions used in this model as of
June 30, 2010 included an expected life equal to the remaining term of the
warrants, an expected dividend yield of zero, estimated volatility ranging from
150.61% to 205.34%, and risk-free rates of return of 0.22% to 2.42%. For the
risk-free rates of return, we use the published yields on zero-coupon Treasury
Securities with maturities consistent with the remaining term of the warrants
and volatility is based upon our expected stock price volatility over the
remaining term of the warrants.




Changes
in the fair value of the warrants are reported as "(Gain) loss from change in
fair value of derivative liability - warrants" in the accompanying consolidated
statement of operations. The changes in the fair value of the warrants were as
follows:




Three Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009(in thousands)
                  
                  
                  (in thousands)Series
      C Convertible Preferred Stock
                  
                  $
                  171
                  
                  
                  $
                  1,496
                  
                  
                  $
                  645
                  
                  
                  $
                  (919
                  )Series
      D Convertible Preferred Stock
                  
                  
                  806
                  
                  
                  
                  -
                  
                  
                  
                  2,088
                  
                  
                  
                  -August
      24, 2006
                  
                  
                  581
                  
                  
                  
                  3,570
                  
                  
                  
                  1,508
                  
                  
                  
                  (2,100
                  )December
      29, 2006
                  
                  
                  139
                  
                  
                  
                  865
                  
                  
                  
                  357
                  
                  
                  
                  (504
                  )March
      27, 2007
                  
                  
                  423
                  
                  
                  
                  2,562
                  
                  
                  
                  1,074
                  
                  
                  
                  (1,501
                  )August
      24, 2007
                  
                  
                  246
                  
                  
                  
                  1,538
                  
                  
                  
                  644
                  
                  
                  
                  (907
                  )May
      16, 2008
                  
                  
                  26
                  
                  
                  
                  161
                  
                  
                  
                  66
                  
                  
                  
                  (96
                  )May
      28, 2008
                  
                  
                  176
                  
                  
                  
                  1,070
                  
                  
                  
                  441
                  
                  
                  
                  (635
                  )July
      29, 2008
                  
                  
                  1,551
                  
                  
                  
                  9,525
                  
                  
                  
                  3,836
                  
                  
                  
                  (5,699
                  )May
      27, 2010
                  
                  
                  186
                  
                  
                  
                  -
                  
                  
                  
                  186
                  
                  
                  
                  -Other
      warrants
                  
                  
                  -
                  
                  
                  
                  92
                  
                  
                  
                  11
                  
                  
                  
                  (41
                  )Total
                  
                  $
                  4,305
                  
                  
                  $
                  20,879
                  
                  
                  $
                  10,856
                  
                  
                  $
                  (12,402
                  )




Fair Value
Considerations –As required by FASB ASC
820, assets and liabilities measured at fair value are classified in their
entirety based on the lowest level of input that is significant to their fair
value measurement. Our derivative financial instruments that are measured at
fair value on a recurring basis under FASB ASC 815-15-25 or FASB ASC 815 are all
measured at fair value using Level 3 inputs. Level 3 inputs are unobservable
inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.





21


The
following represents a reconciliation of the changes in fair value of financial
instruments measured at fair value using Level 3 inputs during the three and six
months ended June 30, 2010:





CompoundEmbedded
                    
                    
                    WarrantDerivative
                    
                    
                    Derivative
                    
                    
                    TotalBeginning
      balance, December 31, 2009:
                    
                    $
                    50,985
                    
                    
                    $
                    9,912
                    
                    
                    $
                    60,897Issuances:January
      5, 2010
                    
                    
                    4,551
                    
                    
                    
                    2,431
                    
                    
                    
                    6,982Extinguished:
                    
                    
                    2,076
                    
                    
                    
                    -
                    
                    
                    
                    2,076Fair
      value adjustments:Compound
      embedded derivatives
                    
                    
                    (44,761
                    )
                    
                    
                    -
                    
                    
                    
                    (44,761
                    )Warrant
      derivatives
                    
                    
                    -
                    
                    
                    
                    (6,551
                    )
                    
                    
                    (6,551
                    )Ending
      balance, March 31, 2010
                    
                    $
                    12,851
                    
                    
                    $
                    5,792
                    
                    
                    $
                    18,643Issuances:May
      27, 2010
                    
                    
                    1,964
                    
                    
                    
                    912
                    
                    
                    
                    2,876Fair
      value adjustments:Compound
      embedded derivatives
                    
                    
                    (7,393
                    )
                    
                    
                    -
                    
                    
                    
                    (7,393
                    )Warrant
      derivatives
                    
                    
                    -
                    
                    
                    
                    (4,305
                    )
                    
                    
                    (4,305
                    )Ending
      balance, June 30, 2010
                    
                    $
                    7,422
                    
                    
                    $
                    2,399
                    
                    
                    $
                    9,821




Estimating
fair values of derivative financial instruments requires the development of
significant and subjective estimates that may, and are likely to, change over
the duration of the instrument with related changes in internal and external
market factors. In addition, valuation techniques are sensitive to changes in
the trading market price of our common stock, which has a high estimated
historical volatility. Because derivative financial instruments are initially
and subsequently carried at fair values, our income will reflect the volatility
in these estimate and assumption changes.




Subsequent
Event
 
 Secured
Convertible Debenture - On August 13, 2010, we issued a secured
convertible debenture to YA Global in the principal amount of $550,000. The
debenture accrues interest at 14% per annum and is payable on the maturity date,
July 29, 2012, in cash, or provided that certain equity conditions are
satisfied, in shares of common stock. At any time from the closing date until
the maturity date, YA Global has the right to convert the convertible debenture
into our common stock at the then effective conversion price, which varies
relative to the our trading stock price, at the lesser of $0.20 per share, or
95% of the lowest weighted average price of our common stock during the
sixty days preceding the conversion date, and adjusts to 50% of the lowest
weighted average price of our common stock during the ten days preceding the
conversion date, in the event of a default. The conversion is limited such that
the YA Global cannot exceed 9.99% ownership, unless they waive their
right to such limitation. We have the right to redeem a portion or the entire
outstanding note at a 10% premium plus accrued interest. In addition to the
debenture, we also issued to YA Global a warrant to purchase 1,000,000 shares of
our common stock, for an exercise price of $0.20 per share.
 
 The
debenture is secured by certain Pledged Property, as such term is defined in the
Security Agreement, dated July 29, 2008, and certain Patent Collateral, as
defined in a security agreement (patent), entered into on July 29, 2008. Also on
August 13, 2010 our wholly owned subsidiary, NeoMedia Europe AG, became a
guarantor of the convertible debenture, and all outstanding prior financing
transactions between us and YA Global, through a pledge of their intellectual
property and their commitment to pledge their other movable assets. As security
for our obligations to YA Global, all of our Pledged Property, Patent Collateral
and other collateral was affirmed through the Second Ratification Agreement
which was also executed in connection with this financing.
  Note 5 – Stock-Based
Compensation




A total
of 200,000 stock options were issued to employees during the six months ended
June 30, 2010. A total of 221,735 stock options were issued to employees during
the six months ended June 30, 2009.




Of the
200,000 stock options issued during the six months ended June 30, 2010, on May
26, 2010, pursuant to the terms of the amended employment agreement with Iain A.
McCready, our Chairman and Chief Executive Officer, we issued Mr. McCready
180,000 employee stock options with an exercise price of $0.199 per
share.




The grant
date fair values of the options issued during the six months ended June 30, 2010
and 2009 were $19,300 and $157,000, respectively, which amount is being
recognized over the vesting period of the options. Total stock-based
compensation expense recorded in the statement of operations was $39,700 and
$98,000, for the three months ended June 30, 2010 and 2009, and $97,500 and
$177,000 for the six months ended June 30, 2010 and 2009,
respectively.




22


We used
the following assumptions to value the stock options granted during the six
months ended June 30, 2010 and 2009:


Six months ended June 30,2010
                  
                  
                  2009Volatility
                  
                  
                  168%
      - 210
                  %
                  
                  
                  138%
      - 282
                  %Expected
      dividends
                  
                  
                  -
                  
                  
                  
                  -Expected
      term (in years)
                  
                  
                  6.5
                  
                  
                  
                  5.6Risk-free
      rate
                  
                  
                  0.50
                  %
                  
                  
                  0.50
                  %




A summary
of the transactions during the six months ended June 30, 2010 with respect to
our stock option plans follows:





Weighted-AverageWeighted-
                                
                                
                                
                                
                                ContractualAverage
                                
                                
                                Aggregate
                                
                                LifeExercise
                                
                                
                                Intrinsic
                                
                                RemainingShares
                                
                                
                                Price
                                
                                
                                Value
                                
                                in Years(in
      thousands)
                                
                                
                                
                                
                                
                                (in
      thousands)Outstanding
      at December 31, 2009
                                
                                
                                946
                                
                                
                                $
                                2.00Granted
                                
                                
                                200
                                
                                
                                $
                                0.20Exercised
                                
                                
                                -
                                
                                
                                $
                                -Forfeited
                                
                                
                                (46
                                )
                                
                                $
                                1.17Outstanding
      at June 30, 2010
                                
                                
                                1,100
                                
                                
                                $
                                1.90
                                
                                
                                $
                                -
                                
                                6.2Exercisable
      at June 30, 2010
                                
                                
                                765
                                
                                
                                $
                                2.49
                                
                                
                                $
                                -
                                
                                7.3




A summary
of the status of our non-vested options as of June 30, 2010 and changes during
the three and six months ended is presented below:




WeightedAverageGrant DateNonvested Shares
                    
                    Shares
                    
                    
                    Fair Value(in thousands)Nonvested
      at December 31, 2009
                    
                    
                    249
                    
                    
                    $
                    1.00Granted
                    
                    
                    200
                    
                    
                    $
                    0.20Vested
                    
                    
                    (68
                    )
                    
                    $
                    1.37Forfeited
                    
                    
                    (46
                    )
                    
                    $
                    0.73Nonvested
      at June 30, 2010
                    
                    
                    335
                    
                    
                    $
                    0.48




23




The
following table summarizes information about our stock options outstanding at
June 30, 2010:





Options Outstanding
                                      
                                      
                                      Options ExercisableExercise Prices
                                      
                                      Number of
                                        Shares
                                      
                                      
                                      Weighted-
                                        Average
                                        Remaining
                                        Life
                                      
                                      
                                      Weighted-
                                        Average
                                        ExercisePrice
                                      
                                      
                                      Number of
                                        Shares
                                      
                                      
                                      Weighted-
                                        Average
                                        Exercise
                                        Price(inthousands)
                                      
                                      
                                      (in years)
                                      
                                      
                                      
                                      
                                      
                                      (inthousands)$0.20
      to $4.70
                                      
                                      
                                      1,023
                                      
                                      
                                      
                                      8.2
                                      
                                      
                                      $
                                      1.34
                                      
                                      
                                      
                                      688
                                      
                                      
                                      $
                                      1.73$5.00
      to $10.00
                                      
                                      
                                      52
                                      
                                      
                                      
                                      5.0
                                      
                                      
                                      $
                                      7.59
                                      
                                      
                                      
                                      52
                                      
                                      
                                      $
                                      7.59$12.50
                                      
                                      
                                      21
                                      
                                      
                                      
                                      5.0
                                      
                                      
                                      $
                                      12.50
                                      
                                      
                                      
                                      21
                                      
                                      
                                      $
                                      12.50$17.50
                                      
                                      
                                      4
                                      
                                      
                                      
                                      5.6
                                      
                                      
                                      $
                                      17.50
                                      
                                      
                                      
                                      4
                                      
                                      
                                      $
                                      17.501,100
                                      
                                      
                                      
                                      6.2
                                      
                                      
                                      $
                                      1.90
                                      
                                      
                                      
                                      765
                                      
                                      
                                      $
                                      2.49




There
were no stock options exercised during the six months ended June 30, 2010.
During the six months ended June 30, 2009 options to purchase 116,000 shares of
our common stock were exercised. The exercise price of these options was $1.00
per share, providing us with proceeds of $116,000.




Note 6 – Accrued Liabilities




Accrued
liabilities consist of the following as of June 30, 2010 and December 31,
2009:




June 30,
                  
                  
                  December 31,2010
                  
                  
                  2009(in thousands)Accruals
      for disputed services
                  
                  $
                  2,318
                  
                  
                  $
                  2,318Accrued
      operating expenses
                  
                  
                  1,636
                  
                  
                  
                  1,702Accrued
      payroll related expenses
                  
                  
                  189
                  
                  
                  
                  158Accrued
      interest
                  
                  
                  3,989
                  
                  
                  
                  3,114Total
                  
                  $
                  8,132
                  
                  
                  $
                  7,292




Note 7 –Contingencies




We are
involved in various legal actions arising in the normal course of business, both
as claimant and defendant. Although it is not possible to determine with
certainty the outcome of these matters, it is the opinion of management that the
eventual resolution of the following legal actions is unlikely to have a
material adverse effect on our financial position or operating
results.




Ephrian Saguy,
iPoint – media, plc. and iPoint – media, Ltd. – On or around March 5,
2008, we received a summons and notice that the plaintiffs had commenced a third
party action in the Magistrate Court in Tel-Aviv-Jaffa, Israel seeking damages
from us and YA Global for breach of contract and unjust enrichment related to
services provided by iPoint, and investment by us and YA Global. We have entered
into an assignment agreement with YA Global and have retained legal counsel in
Israel to represent us. The Company plans to vigorously defend this
lawsuit.





Rothschild Trust
Holdings, LLC– On September 19, 2008, we received a complaint filed in
the Circuit Court of the Eleventh Judicial Circuit, in and for Miami-Dade
County, Florida, by Rothschild Trust Holding, LLC alleging we owed royalty
payments for the use of certain patents. On February 25, 2009, we filed an
answer to the complaint. On July 20, 2009 we entered into non-binding mediation
and an interim agreement which required us to provide documentation for review
by Rothschild Trust Holding, LLC.   The non-binding mediation and
interim agreement did not settle the matter. On January 4, 2010, we filed a
motion for summary judgment seeking to terminate the litigation, but this motion
was denied in a hearing held on April 28, 2010. We believe the complaint is
without merit and we intend to vigorously defend against it.





24


The Hudson
Consulting Group, LLC.– On June 15, 2010 we entered into a settlement
agreement which resolved all outstanding issues between the parties. The amount
of the settlement was not material.





William Klawonn
v. Y.A. Global Investments, L.P. and NeoMedia Technologies, Inc. – On
April 28, 2010, William Klawonn, a shareholder of NeoMedia, filed a derivative
action, in the United States District Court for the District of New Jersey,
against YA Global and us claiming trading activities that violated section 15
U.S.C. § 78p(b).  On July 8, 2010, an order was granted in the case
stipulating that the plaintiff had agreed that we have no liability in the
action.  The order also stipulated that we will be considered a nominal
party to the action, and as such we remain subject to the discovery rights and
obligations of the action.  At this time, we are unable to predict with any
certainty the outcome of this litigation including the merits or value of the
complaint.




Note 8 – Geographic Reporting





We are
structured and evaluated by our Board of Directors and management as one
business unit.




Consolidated
net revenues and net income/(loss) for the three and six months ended June 30,
2010 and 2009, and the identifiable assets as of June 30, 2010 and December 31,
2009 by geographic area were as follows:




Three Months Ended June 30,
                                
                                
                                Six Months Ended June 30,2010
                                
                                
                                2009
                                
                                
                                2010
                                
                                
                                2009(in thousands)
                                
                                
                                (in thousands)Revenue:United
      States
                                
                                $
                                165
                                
                                
                                $
                                88
                                
                                
                                $
                                333
                                
                                
                                $
                                155Germany
                                
                                
                                56
                                
                                
                                
                                48
                                
                                
                                
                                243
                                
                                
                                
                                471Total
                                
                                $
                                221
                                
                                
                                $
                                136
                                
                                
                                $
                                576
                                
                                
                                $
                                626Net
      income (loss):United
      States
                                
                                $
                                9,872
                                
                                
                                $
                                78,524
                                
                                
                                $
                                67,542
                                
                                
                                $
                                (27,752
                                )Germany
                                
                                
                                (370
                                )
                                
                                
                                (460
                                )
                                
                                
                                (708
                                )
                                
                                
                                (783
                                )Total
                                
                                $
                                9,502
                                
                                
                                $
                                78,064
                                
                                
                                $
                                66,834
                                
                                
                                $
                                (28,535
                                )June
      30,
                                
                                
                                December
      31,2010
                                
                                
                                2009Identifiable
      assets:United
      States
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                8,488
                                
                                
                                $
                                8,738Germany
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                570
                                
                                
                                
                                686Total
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                9,058
                                
                                
                                $
                                9,424




Note
9 – Transactions with Related Parties




On April
12, 2010, we entered into a consulting agreement with Laura A. Marriott, a
member of our Board of Directors. Under the terms of the agreement, Ms. Marriott
will serve as our interim Chief Marketing Officer and provide services on a
per-diem basis plus expenses. During the six months ended June 30, 2010, in
addition to her compensation as a member of our Board of Directors, we have paid
Ms. Marriott $38,000 in fees, excluding reimbursement of her
expenses.




25


ITEM
2.Management’s Discussion and Analysis of Financial Condition and Results
of Operations





Overview





NeoMedia
Technologies, Inc., a Delaware corporation (“NeoMedia”, and also
refereed to herein as “us”, “we” and “our”) provides the
infrastructure to make mobile barcode scanning and its associated commerce easy,
universal, and reliable – worldwide. Our barcode ecosystem products, including
NeoReader, and our mobile barcode reading software, read and transmit data from
2D barcodes to its intended destination. Our Code Management (NeoSphere) and
Code Clearinghouse (NeoRouter) platforms create, connect, record, and transmit
the transactions embedded in the barcodes, ubiquitously and
reliably.





In order
to provide complete mobile marketing solutions, we also offer barcode scanning
hardware that reads barcodes displayed on mobile phone screens or printed media.
We also provide infrastructure solutions to enable mobile ticketing and
couponing programs – including scanner hardware and system support software for
seamless implementation.





Our technology
is supported by our patents. In addition, we have an open standards philosophy
designed to make integration and use of the technology easy for handset
manufacturers, mobile operators and advertisers; and the user experience safe,
reliable and interoperable for consumers.




During
2009 and early 2010, we have taken steps to build on the developing barcode
ecosystem based on the strengths of our patent portfolio. To accomplish this, we
have entered into several licensing programs and resolved a significant
outstanding legal matter.





On July
28, 2009, we entered into a three year non-exclusive patent licensing agreement
with Mobile Tag, Inc. for machine readable mobile codes under our patent
portfolio. Under the terms of that agreement, we will receive a percentage of
revenue generated by Mobile Tag through the use and licensing of our patent
portfolio.





On
October 2, 2009, we entered into a four year agreement with Neustar,
Inc. in which we granted to Neustar a non-exclusive license to a portion of
our patent portfolio primarily for the purpose of establishing and providing
registry and clearinghouse services within a defined field of use and geographic
territory. The terms of the license also granted to Neustar an exclusive right
to grant royalty bearing sub-licenses for the use of the same portion of our
patent portfolio within the defined field of use and geographic territory, to
resolution authorities for a period of not less than one year, and up to a
maximum of four years depending on the achievement of certain milestones as set
forth in the license agreement. In addition, Neustar will perform certain
reservations, administration, billing and collection and other additional
services for our benefit as well as for the benefit of Neustar and the
sub-licensees. On January 22, 2010 we amended this agreement to further expand
our opportunities by including several of our Mexican patents and expanding the
geographical territory covered by this agreement to include Mexico.





On
October 7, 2009, we entered into a four year agreement with Brand Extension
Mobile Solutions, S.A., a Madrid (Spain) corporation (“BEMS”), in which
we granted to BEMS a royalty-bearing, and non-exclusive license to use the
licensed platform in an approved field of use within a certain geographical
territory. The licensed platform will support BEMS’s performance of exclusive
commercial operations under a particular cooperation agreement between BEMS and
Telefónica Internacional, S.A.U., a subsidiary of Spain’s Telefonica S.A., one
of the world’s largest telecommunication companies. BEMS intends to use us as
their prime vendor in connection with their agreement with Telefónica. The
license agreement grants to BEMS the right to distribute our barcode reading
software via download or through its inclusion in mobile devices. The license
agreement also requires BEMS to purchase twenty-five of our barcode scanning
hardware products to support testing and marketing of barcode and mobile barcode
based ticketing and couponing activities.





On
October 16, 2009, we entered into a ten year settlement and license agreement
with Scanbuy, Inc., in which we and Scanbuy settled all of our pending
litigation against each other and granted non-exclusive licenses and a
sublicense to each other. Pursuant to the terms of the agreement, we granted to
Scanbuy a royalty-bearing, non-exclusive license to use a portion of the
Company’s patent portfolio within a defined field of use and geographic
territory.





26


On
November 27, 2009 we entered into an agreement with Sony Ericsson Mobile
Communications, AB, through which they have selected NeoMedia as their strategic
2D barcode partner. Sony Ericsson began shipping phones pre-loaded with our
NeoReader barcode scanning application globally in the 1st half of 2010. The
NeoReader will be pre-installed across all Sony Ericsson platforms.





On
February 12, 2010 we entered into an agreement with Neustar to participate in
and to facilitate a leadership role in the 2010 Neustar Mobile Codes Pilot
Program. The Program combines all of the elements required to fulfill our goal
of a seamless and interoperable barcode ecosystem and will allow advertisers to
test the market and technology.





During
2010, we have entered into seven platform reseller agreements with resellers of
our services. These resellers are typically advertising agencies representing
brands in the United States and Europe. Through these agreements, we will
provide barcode ecosystem advertising campaign management and support services
to the resellers’ customers. Revenue derived from these services will be shared
between us and the resellers. These agreements are expected to begin generating
revenue during the second half of 2010.




Comparison
of the Three and Six Months Ended June 30, 2010 and 2009





Results
of Operations





Beginning
in 2009 and continuing into 2010, we continued to focus on the development of
our barcode ecosystem technology. During the three months ended June 2010 and
2009, respectively, operating losses were $1.8 million and $1.5 million. Our net
income was $9.5 million and $78.1 million for the three months ended June 2010
and 2009, respectively. During the six months ended June 2010 and 2009,
respectively, operating losses were $3.4 million and to $3.1 million. Our net
income was $66.8 million for the six months ended June 2010 compared to a net
loss of $28.5 million during the six months ended June 2009. Our operating
results include non-cash gains and losses from the change in fair value of our
hybrid financial instruments, warrants and debentures. We incur these non-cash
gains and losses principally as a result of changes in the market value of our
common stock. During the three and six months ended June 2010, we reported
non-cash gains on our hybrid financial instruments, warrants and debentures,
totaling $12.1 and $77.2 million, respectively.





The
following table sets forth certain data derived from our consolidated statements
of operations:




Three months ended June
      30,
                                  
                                  
                                  Increase
      (decrease)2010
                                  
                                  
                                  2009
                                  
                                  
                                  $
                                  
                                  
                                  %(in
    thousands)Revenues:Hardware
                                  
                                  $
                                  27
                                  
                                  
                                  $
                                  36
                                  
                                  
                                  $
                                  (9
                                  )
                                  
                                  
                                  -25
                                  %Lavasphere
                                  
                                  
                                  22
                                  
                                  
                                  
                                  8
                                  
                                  
                                  
                                  14
                                  
                                  
                                  
                                  175
                                  %Barcode
      ecosystem
                                  
                                  
                                  5
                                  
                                  
                                  
                                  2
                                  
                                  
                                  
                                  3
                                  
                                  
                                  
                                  150
                                  %Patent
      licensing
                                  
                                  
                                  165
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  165
                                  
                                  
                                  
                                  100
                                  %Legacy
      products
                                  
                                  
                                  -
                                  
                                  
                                  
                                  88
                                  
                                  
                                  
                                  (88
                                  )
                                  
                                  
                                  -100
                                  %Other
                                  
                                  
                                  2
                                  
                                  
                                  
                                  2
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  0
                                  %Total
      revenues
                                  
                                  $
                                  221
                                  
                                  
                                  $
                                  136
                                  
                                  
                                  $
                                  85
                                  
                                  
                                  
                                  63
                                  %




27




Six months ended June
      30,
                                  
                                  
                                  Increase
      (decrease)2010
                                  
                                  
                                  2009
                                  
                                  
                                  $
                                  
                                  
                                  %(in
    thousands)Revenues:Hardware
                                  
                                  $
                                  162
                                  
                                  
                                  $
                                  429
                                  
                                  
                                  $
                                  (267
                                  )
                                  
                                  
                                  -62
                                  %Lavasphere
                                  
                                  
                                  68
                                  
                                  
                                  
                                  30
                                  
                                  
                                  
                                  38
                                  
                                  
                                  
                                  127
                                  %Barcode
      ecosystem
                                  
                                  
                                  11
                                  
                                  
                                  
                                  6
                                  
                                  
                                  
                                  5
                                  
                                  
                                  
                                  83
                                  %Patent
      licensing
                                  
                                  
                                  330
                                  
                                  
                                  
                                  10
                                  
                                  
                                  
                                  320
                                  
                                  
                                  
                                  3200
                                  %Legacy
      products
                                  
                                  
                                  2
                                  
                                  
                                  
                                  145
                                  
                                  
                                  
                                  (143
                                  )
                                  
                                  
                                  -99
                                  %Other
                                  
                                  
                                  3
                                  
                                  
                                  
                                  6
                                  
                                  
                                  
                                  (3
                                  )
                                  
                                  
                                  -50
                                  %Total
      revenues
                                  
                                  $
                                  576
                                  
                                  
                                  $
                                  626
                                  
                                  
                                  $
                                  (50
                                  )
                                  
                                  
                                  -8
                                  %




Revenues.Revenues for the three months ended June 2010 and 2009, respectively,
were $221,000 and $136,000, an increase of $85,000, or
62%. Revenues for the six months ended June 2010 and 2009, respectively,
were $576,000 and $626,000, a decrease of $50,000, or 8%. Our revenues and
product mix have changed as a result of changes in our operations and business
strategy. For the three months ended June 2010 and 2009, respectively, our
hardware product sales were $27,000 and $36,000, a decrease of 26%. For the six
months ended June 2010 and 2009, respectively, our hardware product sales were
$162,000 and $429,000, a decrease of 62%. During 2009, we introduced our
newest barcode scanners and sold most quantities of our older models. Our
hardware products tend to be sold in large transactions and revenues can
fluctuate significantly from period to period. For the three months ended June
2010 and 2009, respectively, our Lavasphere product sales were $22,000 and
$8,000, an increase of $14,000, or 175%. For the six months ended June 2010 and
2009, respectively, our Lavasphere product sales were $68,000 and $30,000, an
increase of $38,000, or 125%, as a result of modest increased demand for these
products and services. For the three months ended June 2010 and 2009,
respectively, our Barcode ecosystem revenue was $5,000 and $2,000. For the
six months ended June 2010 and 2009, respectively, our Barcode ecosystem revenue
was $11,000 and $6,000, as a result of increased marketing campaigns in
Europe. Revenues related to patent licensing agreements were $165,000 during the
three months ended June 2010, and for the six months ended June 2010 and 2009,
respectively, were $330,000 and $10,000, as a result of licensing agreements we
entered into in late 2009 and 2010. In succeeding quarters, we expect these
revenues to increase as we shift the focus of our efforts toward the barcode
ecosystem. We believe this focus will deliver the most value in the
future.




Cost of
Revenues. Cost of revenues was $255,000 for the three months ended June
2010 compared with $281,000 for the three months ended June 2009, a decrease of
$26,000, or 9%. Cost of revenues was $594,000 for the six months ended
June 2010 compared with $808,000 for the six months ended June 2009, a
decrease of $214,000, or 26%. Cost of revenues for NeoMedia Europe,
related to our hardware products, was $23,000 and $45,000 for the three
months ended June 2010 and 2009, respectively, and was $128,000 and
$334,000 for the six months ended June 2010 and 2009, respectively.
Amortization costs related to our patents, and the proprietary software of
NeoMedia Europe was $232,000 and $236,000 for the three months ended June
2010 and 2009, respectively, and was $466,000 and $474,000 for the six
months ended June 2010 and 2009, respectively.




Sales and
Marketing.Sales and marketing expenses were $262,000 and $178,000 for
the three months ended June 2010 and 2009, respectively, an increase of
$84,000 or 47%, and $581,000 and $464,000 for the six months ended June 2010 and
2009, respectively, an increase of $117,000 or 25%. The increase in sales
and marketing expense resulted from additional efforts in late 2009 and 2010 to
promote our business strategy and core technology.




General and
Administrative. General and administrative expenses were $1,041,000 and
$863,000 for the three months ended June 2010 and 2009, respectively, an
increase of $178,000, or 21%, and $2,136,000 and $1,787,000 for the six months
ended June 2010 and 2009, respectively, an increase of $349,000, or 20%.
Expenses increased as a result of increased professional services fees related
to legal and accounting, as well as business travel related to increased
business development.




Research and
Development.Research and development expenses were $418,000
and $350,000 for the three months ended June 2010 and 2009, respectively, an
increase of $68,000, or 19%, and $701,000 and $673,000 for the six months
ended June 2010 and 2009, respectively, an increase of $28,000, or 4%.
Research and development decreased as we completed the development of our
upgraded hardware products and our barcode ecosystem products.




28


Loss from
Operations.For the three months ended June 2010 and 2009, respectively, our loss
from operations increased to $1.8 million, from $1.5 million. This increased
loss of $219,000 was primarily the result of minimal increases in our sales and
marketing expenses of $84,000, increased general and administrative expenses of
$178,000, increased research and development expense of $68,000, and an increase
in our gross profit margin of $111,000. For the six months ended June 2010 and
2009, respectively, our loss from operations was increased slightly to $3.4
million, from $3.1 million. This increased loss of $330,000 was primarily the
result of minimal increases in our sales and marketing expenses of $117,000,
increased general and administrative expenses of $349,000, increased research
and development expense of $28,000, and an increase in our gross profit margin
of $164,000.





Gain (Loss) from
Change in Fair Value of Hybrid Financial Instruments. We carry
certain of our convertible debentures at fair value, in accordance with FASB ASC
815-15-25, and do not separately account for the embedded conversion
feature.  The change in the fair value of these liabilities includes
changes in the value of the interest due under these instruments, as well as
changes in the fair value of the common stock underlying the instruments. For
the three months ended June 2010 and 2009, respectively, liability related
to these hybrid instruments decreased resulting in a gain of $1.2 million
and a gain of $23.3 million, respectively. For the six months ended June 2010
and 2009, respectively, liability related to these hybrid instruments decreased
resulting in a gain of $19.6 million and a gain of $0.3 million, respectively.
These fair value changes were primarily the result of fluctuations in the value
of our common stock during the period. Because our stock price has been volatile
and because many of our hybrid financial instruments include relatively low
fixed conversion prices, it is possible that further increases in the market
price of our stock could cause the fair value of our hybrid financial
instruments to increase significantly in future periods.





Gain (Loss) from
Change in Fair Value of Derivative Liabilities - Warrants. We account for our
outstanding common stock warrants that were issued in connection with the
preferred stock and our debentures, at fair value. For the three months ended
June 2010 and 2009, respectively, the liability related to warrants decreased
resulting in a gain of $4.3 million and a gain of $20.9 million, respectively.
For the six months ended June 2010, the liability related to warrants decreased
resulting in a gain of $10.9 million. For the six months ended June 2009, the
liability related to warrants increased resulting in a loss of $12.4 million.
These fair value changes were primarily the result of fluctuations in the value
of our common stock during the period. Because our stock price has been volatile
and because many of our warrants include relatively low fixed exercise prices it
is possible that further increases in the market price of our common stock could
cause the fair value of our warrants to increase significantly in future
periods.





Gain (Loss) from
Change in Fair Value of Derivative Liabilities - Series C and D Preferred Stock
and Debentures.For our Series C and D convertible preferred stock, and
certain of our convertible debentures, we account for the embedded conversion
feature separately as a derivative financial instrument.  We carry
these derivative financial instruments at fair value. For the three months ended
June 2010 and 2009, respectively, the liability related to the derivative
instruments embedded in the Series C and D preferred stock and these debentures
decreased resulting in a gain of $6.6 million and $38.0 million, respectively.
For the six months ended June 2010, the liability related to the derivative
instruments embedded in the Series C preferred stock and these debentures
decreased resulting in a gain of $46.8 million. For the six months ended June
2009, the liability related to the derivative instruments embedded in the Series
C preferred stock and these debentures increased resulting in a loss of $9.7
million. These fair value changes were primarily the result fluctuations in the
value of our common stock during the period. Because our stock price has been
volatile and because many of our derivative financial instruments include
relatively low fixed conversion prices, it is possible that further increases in
the market price of our common stock could cause the fair value of our
derivative financial instruments to increase significantly in future
periods.





Interest Expense
Related to Convertible Debt.Interest expense related to convertible
debentures that are carried at amortized cost and which are not carried as
hybrid financial instruments at fair value was $510,000 and $2.6 million for the
three months ended June 2010 and 2009, respectively, and $956,000 and $3.7
million for the six months ended June 2010 and 2009, respectively. These
positive changes were primarily the result of reductions in amortization of
deferred financing cost and debt discounts not applicable during 2010, and other
interest adjustments accounted for under ACS 815-15-25.




29


Net Income
(Loss).As
a result of the above, during the three months ended June 2010 and 2009,
respectively, we experienced net income of $9.5 million, and $78.1 million,
respectively, resulting in an overall decrease of $68.6 million. During the
six months ended June 2010 and 2009, respectively, we experienced net income of
$66.8 million, and a net loss of $28.5 million, respectively, resulting in an
overall increase of $95.3 million. This positive change primarily resulted
from gains associated with our derivative instruments of $99.0 million, offset
by a loss on extinguishment of debt of $6.0 million, and an increase in our loss
from operations of $330,000.




Liquidity
and Capital Resources




As of
June 30, 2010, we had $673,000 in cash and cash equivalents, an increase of
$475,000, or 239%, compared with a total of $198,000 on December 31,
2009.




Cash used
in operating activities increased to $3.4 million for the six months ended
June 2010 compared with $2.7 million for the period ended June 2009,
representing increased operational expenses in connection with furthering our
sales and business development, and the continued development of our barcode
ecosystem.




Cash used
in investing activities was $7,000 and $24,000 for the six months ended June
2010 and 2009, respectively, representing the purchase of
equipment.




Cash
provided by financing activities during the six months ended June 2010 was
$3,785,000, which included the following:




·
            Gross
      proceeds of $2,500,000 of our Series D Preferred Stock, offset by fees
      paid of $100,000 and the repayment of a $500,000 promissory note issued
      December 23, 2009 and due to YA Global, resulting in net proceeds of
      $1,900,00; and,




·
            Gross
      proceeds of $500,000 in connection with a promissory note issued to YA
      Global on April 1, 2010, accruing interest at 8% per annum, less
      structuring fees of $10,000 and monitoring fees of $15,000, resulting in
      net proceeds of $475,000; and,




·
            Gross
      proceeds of $2,006,137 in connection with a Secured Convertible Debenture
      entered into with YA Global, accruing interest at 14% per annum and
      payable on the maturity date of July 29, 2012, less repayment of the April
      1, 2010 promissory note of $500,000, less accrued interest on the
      promissory note of $6,137, less structuring and due diligence fees of
      $90,000, resulting in net proceeds of
  $1,410,000.




Cash
provided by financing activities during the six months ended June 2009 was $1.8
million, which resulted from $1.7 million in convertible debt instruments, net
of fees, from Y.A. Global, and proceeds received upon exercise of stock options
by two former employees totaling $116,000.




As of
June 30, 2010, we had a working capital deficiency of $57.2 million, of which
$22.3 million relates to the fair value of hybrid and derivative financial
instruments, and $21.8 million relates to the carrying value of certain of our
debentures and the fair value of the derivative liabilities associated with
those debentures and our Series C and D preferred stock.




Significant
Liquidity Events





Going
Concern – We have historically incurred net losses from operations and we
expect that we will continue to have negative cash flows as we implement our
business plan.  There can be no assurance that our continuing efforts
to execute our business plan will be successful and that we will be able to
continue as a going concern. The accompanying consolidated financial statements
have been prepared in conformity with US GAAP, which contemplate our
continuation as a going concern.  Net income (loss) for the six months
ended June 30, 2010 and 2009 was $66.8 million and ($28.5) million, respectively
and net cash used by operations during the same period was $3.4 million and $2.7
million, respectively.  At June 30, 2010, we have an accumulated
deficit of $212.7 million. We also have a working capital deficit of $57.2
million, of which $44.1 million is related to our financing instruments,
including $22.3 million related to the fair value of warrants and those
debentures that are recorded as hybrid financial instruments, and $21.8 million
related to the amortized cost carrying value of certain of our debentures and
the fair value of the associated derivative liabilities.





30


The items
discussed above raise substantial doubts about our ability to continue as a
going concern.




We
currently do not have sufficient cash to sustain us for the next twelve months.
We will require additional financing in order to execute our operating plan and
continue as a going concern.  Our management’s plan is to secure
adequate funding to bridge the commercialization of our barcode ecosystem
business. We cannot predict whether this additional financing will be in the
form of equity, debt, or another form and we may not be able to obtain the
necessary additional capital on a timely basis, on acceptable terms, or at
all.  In the event that these financing sources do not materialize, or
that we are unsuccessful in increasing our revenues and profits, we may be
unable to implement our current plans for expansion, repay our debt obligations
as they become due or continue as a going concern, any of which circumstances
would have a material adverse effect on our business, prospects, financial
condition and results of operations. Should our lender YA Global Investments,
L.P. (“YA Global”) choose not to provide us with capital financing, or if we do
not find alternative sources of financing to fund our operations, or if we are
unable to generate significant product revenues, we only have sufficient funds
to sustain our current operations through approximately September 15, 2010. We
do not have a commitment for any additional financing.




The
financial statements do not include any adjustments relating to the
recoverability and reclassification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary, should we be unable to
continue as a going concern.





Sources of Cash
and Projected Cash Requirements-As of June
30, 2010, our cash balance was $673,000. NeoMedia’s reliance on YA Global as our
primary financing source has certain ramifications that could affect future
liquidity and business operations.  For example, pursuant to the terms
of the convertible debenture agreements between us and YA Global, without YA
Global’s consent we cannot (i) issue or sell any shares of our common stock
or our preferred stock without consideration or for consideration per share less
than the closing bid price immediately prior to its issuance, (ii) issue or
sell any preferred stock, warrant, option, right, contract, call, or other
security or instrument granting the holder thereof the right to acquire our
common stock for consideration per share less than the closing bid price
immediately prior to its issuance, (iii) enter into any security instrument
granting the holder a security interest in any of our assets or (iv) file any
registration statements on Form S-8.  In addition, pursuant to
security agreements between us and YA Global, YA Global has a security interest
in all of our assets.  Such covenants could severely harm our ability
to raise additional funds from sources other than YA Global, and would likely
result in a higher cost of capital in the event we secured funding.




Additionally,
pursuant to the terms of the Investment Agreement between us and YA Global in
connection with our Series C convertible preferred stock sale, we cannot (i)
enter into any debt arrangements in which we are the borrower, (ii) grant any
security interest in any of our assets or (iii) grant any security below market
price.


Subsequent
Event
 
 Secured
Convertible Debenture - On August 13, 2010, we issued a secured
convertible debenture to YA Global in the principal amount of $550,000. The
debenture accrues interest at 14% per annum and is payable on the maturity date,
July 29, 2012, in cash, or provided that certain equity conditions are
satisfied, in shares of common stock. At any time from the closing date until
the maturity date, YA Global has the right to convert the convertible debenture
into our common stock at the then effective conversion price, which varies
relative to the our trading stock price, at the lesser of $0.20 per share, or
95% of the lowest weighted average price of our common stock during the
sixty days preceding the conversion date, and adjusts to 50% of the lowest
weighted average price of our common stock during the ten days preceding
the conversion date, in the event of a default. The conversion is limited such
that the YA Global cannot exceed 9.99% ownership, unless they waive
their right to such limitation. We have the right to redeem a portion or the
entire outstanding note at a 10% premium plus accrued interest. In addition to
the debenture, we also issued to YA Global a warrant to purchase 1,000,000
shares of our common stock, for an exercise price of $0.20 per
share.
 
 The
debenture is secured by certain Pledged Property, as such term is defined in the
Security Agreement, dated July 29, 2008, and certain Patent Collateral, as
defined in a security agreement (patent), entered into on July 29, 2008. Also on
August 13, 2010 our wholly owned subsidiary, NeoMedia Europe AG, became a
guarantor of the convertible debenture, and all outstanding prior financing
transactions between us and YA Global, through a pledge of their intellectual
property and their commitment to pledge their other movable assets. As security
for our obligations to YA Global, all of our Pledged Property, Patent Collateral
and other collateral was affirmed through the Second Ratification Agreement
which was also executed in connection with this financing.
  Critical
Accounting Policies and Estimates




There
have been no material changes to our critical accounting policies and estimates
from the information provided in Item 7, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” included in our
Annual Report on Form 10-K for the fiscal year ended December 31,
2009.




ITEM 3. Quantitative and Qualitative
Disclosures About Market Risk




We are a
“smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are
not required to provide information under this item.




ITEM 4. Controls and
Procedures




Disclosure
Controls and Procedures-Our management, with the participation of our CEO and CFO, have
evaluated the effectiveness of our disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
the end of the period covered by this report.




31


These
controls are designed to ensure that information required to be disclosed in the
reports we file or submit pursuant to the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC, and that such information is accumulated and communicated to our
management, including our CEO and CFO, as appropriate, to allow timely decisions
regarding required disclosure.




Based on
this evaluation, our CEO and CFO concluded that our disclosure controls and
procedures were not effective as of June 30, 2010 at a reasonable assurance
level, because of material weaknesses with respect to entity level controls over
financial reporting, identified as of December 31, 2009, which we are in the
process of remediating.  Such weaknesses were:





·
            Our
      senior management did not establish and maintain a proper tone as to
      internal control over financial reporting as of December 31,
      2009.  Specifically, our senior management was unable, due to
      time constraints, to promptly address the control weaknesses brought to
      their attention throughout the 2009 and 2008
  audits;




·
            We,
      through our senior management, failed to maintain formalized accounting
      policies and procedures as of December 31, 2009. Once implemented, the
      polices and procedures should provide guidance to accounting personnel in
      the proper treatment and recording of financial transactions, as well as
      proper internal controls over financial
  reporting




As noted,
we have commenced efforts to address the material weaknesses in our internal
control over financial reporting and the ineffectiveness of our disclosure
controls and procedures and, although remediation efforts are underway, the
above material weaknesses will not be considered remediated until new controls
over financial reporting are fully designed and operating effectively for an
adequate period of time.




Notwithstanding
the material weaknesses described above, we believe that our consolidated
financial statements presented in this Quarterly Report on Form 10−Q fairly
present, in all material respects, our financial position, results of
operations, and cash flows as of the end of the period covered
herein.




Inherent
Limitations-Our
management, including our Chief Executive Officer and Chief Financial Officer,
do not expect that our disclosure controls and procedures will prevent all error
and all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. The design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within our company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdown
can occur because of simple error or mistake. In particular, many of our current
processes rely upon manual reviews and processes to ensure that neither human
error nor system weakness has resulted in erroneous reporting of financial
data.




Changes in
Internal Control over Financial Reporting-There were no changes in
the Company’s internal control over financial reporting during the period ended
June 30, 2010, which were identified in conjunction with management’s evaluation
required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act,
that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.





PART II - OTHER INFORMATION




ITEM
1.  Legal Proceedings




There
have been no material developments relating to certain pending legal
proceedings.  For a description of certain non-material yet pending
legal proceedings, see Note 7 – Contingencies, to the Consolidated Financial
Statements set forth in this Form 10-Q.





32


ITEM 1A.  Risk Factors





We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide information under this
item.





ITEM
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





None





ITEM
3.  Defaults Upon Senior Securities





None





ITEM
4.  (Removed and Reserved)





Not
Applicable





ITEM
5.  Other Information





None


33




ITEM 6.  Exhibits




(a)
Exhibits:




Exhibit
                        Number
                      
                      Description
                      
                      Filed
                        Herewith
                      
                      Form
                      
                      Exhibit
                      
                      Filing
      Date3.1
                      
                      Articles
      of Incorporation of Dev-Tech Associates, Inc. and amendment
      thereto
                      
                      
                      
                      SB-2
                      
                      3.1
                      
                      11/25/19963.2
                      
                      Bylaws
      of DevSys, Inc.
                      
                      
                      
                      SB-2
                      
                      3.2
                      
                      11/25/19963.3
                      
                      Restated
      Certificate of Incorporation of DevSys, Inc.
                      
                      
                      
                      SB-2
                      
                      3.3
                      
                      11/25/19963.4
                      
                      By-laws
      of DevSys, Inc.
                      
                      
                      
                      SB-2
                      
                      3.4
                      
                      11/25/19963.5
                      
                      Articles
      of Merger and Agreement and Plan of Merger of DevSys, Inc and Dev-Tech
      Associates, Inc.
                      
                      
                      
                      SB-2
                      
                      3.5
                      
                      11/25/19963.6
                      
                      Certificate
      of Merger of Dev-Tech Associates, Inc. into DevSys, Inc.
                      
                      
                      
                      SB-2
                      
                      3.6
                      
                      11/25/19963.7
                      
                      Articles
      of Incorporation of Dev-Tech Migration, Inc. and amendment
      thereto
                      
                      
                      
                      SB-2
                      
                      3.7
                      
                      11/25/19963.8
                      
                      By-laws
      of Dev-Tech Migration, Inc.
                      
                      
                      
                      SB-2
                      
                      3.8
                      
                      11/25/19963.9
                      
                      Restated
      Certificate of Incorporation of DevSys Migration, Inc.
                      
                      
                      
                      SB-2
                      
                      3.9
                      
                      11/25/19963.10
                      
                      Form
      of By-laws of DevSys Migration, Inc.
                      
                      
                      
                      SB-2
                      
                      3.1
                      
                      11/25/19963.11
                      
                      Form
      of Agreement and Plan of Merger of Dev-Tech Migration, Inc. into DevSys
      Migration, Inc.
                      
                      
                      
                      SB-2
                      
                      3.11
                      
                      11/25/19963.12
                      
                      Form
      of Certificate of Merger of Dev-Tech Migration, Inc. into DevSys
      Migration, Inc.
                      
                      
                      
                      SB-2
                      
                      3.12
                      
                      11/25/19963.13
                      
                      Certificate
      of Amendment to Certificate of Incorporation of DevSys, Inc. changing our
      name to NeoMedia Technologies, Inc.
                      
                      
                      
                      SB-2
                      
                      3.13
                      
                      11/25/19963.14
                      
                      Form
      of Certificate of Amendment to Certificate of Incorporation of NeoMedia
      Technologies, Inc. authorizing a reverse stock split
                      
                      
                      
                      SB-2
                      
                      3.14
                      
                      11/25/19963.15
                      
                      Form
      of Certificate of Amendment to Restated Certificate of Incorporation of
      NeoMedia Technologies, Inc. increasing authorized capital and creating
      preferred stock
                      
                      
                      
                      SB-2
                      
                      3.15
                      
                      11/25/19963.16
                      
                      Certificate
      of Amendment to the Certificate of Designation of the Series "C"
      Convertible Preferred Stock date January 5, 2010.
                      
                      
                      
                      8-K
                      
                      3.1
                      
                      1/11/20103.17
                      
                      Certificate
      of Designation of the Series "D" Convertible Preferred Stock date January
      5, 2010.
                      
                      
                      
                      8-K
                      
                      3.2
                      
                      1/11/20103.18
                      
                      Certificate
      of Amendment to the Certificate of Designation of the Series "D"
      Convertible Preferred Stock dated January 7, 2010
                      
                      
                      
                      8-K
                      
                      3.3
                      
                      1/11/20103.19
                      
                      Certificate
      of amendment to the certificate of designation of the series D convertible
      preferred stock issued by the Company to YA Global dated January 5,
      2010.
                      
                      
                      
                      8-K
                      
                      3.1
                      
                      3/11/201010.1
                      
                      Warrant
      dated March 30, 2005, granted by NeoMedia to Thornhill Capital
      LLC
                      
                      
                      
                      S-3/A
                      
                      10.12
                      
                      7/18/200510.2
                      
                      Warrant
      dated March 30, 2005, granted by NeoMedia to Cornell Capital Partners
      LP
                      
                      
                      
                      S-3/A
                      
                      10.13
                      
                      7/18/2005




34




Exhibit
                        Number
                      
                      Description
                      
                      Filed
                        Herewith
                      
                      Form
                      
                      Exhibit
                      
                      Filing
      Date10.3
                      
                      Definitive
      Sale and Purchase Agreement between NeoMedia and Gavitec
                      
                      
                      
                      8-K
                      
                      16.1
                      
                      2/21/200610.4
                      
                      Definitive
      Sale and Purchase Agreement between NeoMedia and Sponge
                      
                      
                      
                      8-K
                      
                      16.1
                      
                      2/22/200610.5
                      
                      Investment
      Agreement, dated February 17, 2006 between NeoMedia and Cornell Capital
      Partners
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      2/21/200610.6
                      
                      Investor
      Registration Rights Agreement, dated February 17, 2006 between NeoMedia
      and Cornell Capital Partners
                      
                      
                      
                      8-K
                      
                      10.2
                      
                      2/21/200610.7
                      
                      Irrevocable
      Transfer Agent Instruction, dated February 17, 2006, by and among
      NeoMedia, Cornell Capital Partners and American Stock Transfer & Trust
      Co.
                      
                      
                      
                      8-K
                      
                      10.3
                      
                      2/21/200610.8
                      
                      Warrant,
      dated February 17, 2006
                      
                      
                      
                      8-K
                      
                      10.4
                      
                      2/21/200610.9
                      
                      Warrant,
      dated February 17, 2006
                      
                      
                      
                      8-K
                      
                      10.5
                      
                      2/21/200610.10
                      
                      Warrant,
      dated February 17, 2006
                      
                      
                      
                      8-K
                      
                      10.6
                      
                      2/21/200610.11
                      
                      Assignment
      Agreement, dated February 17, 2006 by NeoMedia and Cornell Capital
      Partners
                      
                      
                      
                      8-K
                      
                      10.7
                      
                      2/21/200610.12
                      
                      Assignment
      of Common Stock, dated February 17, 2006 between NeoMedia and Cornell
      Capital Partners
                      
                      
                      
                      8-K
                      
                      10.8
                      
                      2/21/200610.13
                      
                      Securities
      Purchase Agreement, dated August 24, 2006, between the Company and Cornell
      Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      8/30/200610.14
                      
                      Investor
      Registration Rights Agreement, dated August 24, 2006, between the Company
      and Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.2
                      
                      8/30/200610.15
                      
                      Pledge
      and Security Agreement, dated August 24, 2006, between the Company and
      Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.3
                      
                      8/30/200610.16
                      
                      Secured
      Convertible Debenture, dated August 24, 2006, issued by the Company to
      Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.4
                      
                      8/30/200610.17
                      
                      Irrevocable
      Transfer Agent Instructions, dated August 24, 2006, by and among the
      Company, Cornell Capital Partners, LP and American Stock Transfer &
      Trust Co.
                      
                      
                      
                      8-K
                      
                      10.5
                      
                      8/30/200610.18
                      
                      A
      Warrant, dated August 24, 2006
                      
                      
                      
                      8-K
                      
                      10.6
                      
                      8/30/200610.19
                      
                      B
      Warrant, dated August 24, 2006
                      
                      
                      
                      8-K
                      
                      10.7
                      
                      8/30/200610.20
                      
                      C
      Warrant, dated August 24, 2006
                      
                      
                      
                      8-K
                      
                      10.8
                      
                      8/30/200610.21
                      
                      D
      Warrant, dated August 24, 2006
                      
                      
                      
                      8-K
                      
                      10.9
                      
                      8/30/200610.22
                      
                      Amendment
      to Warrant No. CCP-002, dated August 24, 2006,  between the
      Company and Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      8/30/200610.23
                      
                      Amendment
      to “A” Warrant No. CCP-001,  dated August 24, 2006, between the
      Company and Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.11
                      
                      8/30/200610.24
                      
                      Amendment
      to “B” Warrant No. CCP-002, dated August 24, 2006, between the Company and
      Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.12
                      
                      8/30/200610.25
                      
                      Amendment
      to “C” Warrant No. CCP-003,  dated August 24, 2006, between the
      Company and Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.13
                      
                      8/30/200610.26
                      
                      Definitive
      share purchase and settlement agreement between NeoMedia and Sponge, dated
      November 14, 2006
                      
                      
                      
                      8-K
                      
                      16.1
                      
                      11/20/200610.27
                      
                      Securities
      Purchase Agreement, dated December 29, 2006, between the Company and
      Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      1/8/200710.28
                      
                      Investor
      Registration Rights Agreement, dated December 29, 2006, between the
      Company and Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.2
                      
                      1/8/200710.29
                      
                      Secured
      Convertible Debenture, dated December 29, 2006, issued by the Company to
      Cornell Capital Partners, LP
                      
                      
                      
                      8-K
                      
                      10.3
                      
                      1/8/200710.30
                      
                      Irrevocable
      Transfer Agent Instructions, dated December 29, 2006, by and among the
      Company, Cornell Capital Partners, LP and American Stock Transfer &
      Trust Co.
                      
                      
                      
                      8-K
                      
                      10.4
                      
                      1/8/2007




35




ExhibitNumber
                        
                        Description
                        
                        Filed
                          Herewith
                        
                        Form
                        
                        Exhibit
                        
                        Filing
      Date10.31
                        
                        A
      Warrant, dated December 29, 2006
                        
                        
                        
                        8-K
                        
                        10.5
                        
                        1/8/200710.32
                        
                        Amendment
      to Warrant No. CCP-002, dated December 29, 2006,  between the
      Company and Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.6
                        
                        1/8/200710.33
                        
                        Amendment
      to “A” Warrant No. CCP-001,  dated December 29, 2006, between
      the Company and Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.7
                        
                        1/8/200710.34
                        
                        Amendment
      to “B” Warrant No. CCP-002, dated December 29, 2006, between the Company
      and Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.8
                        
                        1/8/200710.35
                        
                        Amendment
      to “C” Warrant No. CCP-003,  dated December 29, 2006, between
      the Company and Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.9
                        
                        1/8/200710.36
                        
                        Amendment
      to “A” Warrant No. CCP-001,  dated December 29, 2006, between
      the Company and Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.1
                        
                        1/8/200710.37
                        
                        Amendment
      to “B” Warrant No. CCP-001,  dated December 29, 2006, between
      the Company and Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.11
                        
                        1/8/200710.38
                        
                        Amendment
      to “C” Warrant No. CCP-001,  dated December 29, 2006, between
      the Company and Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.12
                        
                        1/8/200710.39
                        
                        Securities
      Purchase Agreement, dated December 29, 2006, between the Company and
      Cornell Capital Partners, LP
                        
                        
                        
                        8-K
                        
                        10.13
                        
                        1/8/200710.40
                        
                        Amendment
      Agreement I to the Sale and Purchase Agreement between NeoMedia and
      certain former shareholders of Gavitec AG, dated January 23,
      2007
                        
                        
                        
                        8-K
                        
                        10.1
                        
                        1/29/200710.41
                        
                        Consulting
      Agreement between the Company and SKS Consulting of South Florida
      Corp.
                        
                        
                        
                        8-K
                        
                        10.1
                        
                        2/6/200710.42
                        
                        Securities
      Purchase Agreement between NeoMedia and Cornell Capital Partners LP, dated
      March 27, 2007
                        
                        
                        
                        8-K
                        
                        10.1
                        
                        3/27/200710.43
                        
                        Investor
      Registration Rights Agreement between NeoMedia and Cornell Capital
      Partners LP, dated March 27, 2007
                        
                        
                        
                        8-K
                        
                        10.2
                        
                        3/27/200710.44
                        
                        Secured
      Convertible Debenture, issued by NeoMedia to Cornell Capital Partners, LP,
      dated March 27, 2007
                        
                        
                        
                        8-K
                        
                        10.3
                        
                        3/27/200710.45
                        
                        Irrevocable
      Transfer Agent Instructions, by and among NeoMedia, Cornell Capital
      Partners, LP and Worldwide Stock Transfer, dated March 27,
      2007
                        
                        
                        
                        8-K
                        
                        10.4
                        
                        3/27/200710.46
                        
                        Warrant,
      issued by NeoMedia to Cornell Capital Partners, LP, dated March 27,
      2007
                        
                        
                        
                        8-K
                        
                        10.5
                        
                        3/27/200710.47
                        
                        Master
      Amendment Agreement, by and between NeoMedia and Cornell Capital Partners,
      LP, dated March 27, 2007
                        
                        
                        
                        8-K
                        
                        10.6
                        
                        3/27/200710.48
                        
                        Security
      Agreement, by and between NeoMedia and Cornell Capital Partners, LP, dated
      on or about August 24, 2006
                        
                        
                        
                        8-K
                        
                        10.7
                        
                        3/27/200710.49
                        
                        Security
      Agreement, by and between NeoMedia and Cornell Capital Partners, LP, dated
      March 27,2007
                        
                        
                        
                        8-K
                        
                        10.8
                        
                        3/27/200710.50
                        
                        Security
      Agreement (Patent), by and between NeoMedia and Cornell Capital Partners,
      LP, dated March 27, 2007
                        
                        
                        
                        8-K
                        
                        10.9
                        
                        3/27/200710.51
                        
                        Pledge
      Shares Escrow Agreement, by and between NeoMedia and Cornell Capital
      Partners, dated March 27, 2007
                        
                        
                        
                        8-K
                        
                        10.1
                        
                        3/27/200710.52
                        
                        Completion
      of Acquisition of Disposition of Assets of BSD Software
    Inc.
                        
                        
                        
                        8-K/A
                        
                        10.1
                        
                        6/8/200710.53
                        
                        Registration
      Rights Agreement, by and between NeoMedia and YA Global Investments, L.P.,
      dated August 24, 2007
                        
                        
                        
                        8-K
                        
                        10.1
                        
                        8/30/200710.54
                        
                        Secured
      Convertible Debenture, issued by NeoMedia to YA Global Investments, dated
      August 24, 2007
                        
                        
                        
                        8-K
                        
                        10.2
                        
                        8/30/2007





36




Exhibit
                        Number
                      
                      Description
                      
                      Filed
                        Herewith
                      
                      Form
                      
                      Exhibit
                      
                      Filing
      Date10.55
                      
                      Irrevocable
      Transfer Agent Instructions, by and among NeoMedia, YA Global Investments,
      L.P. and Worldwide Stock Transfer, LLC, dated August 24,
    2007
                      
                      
                      
                      8-K
                      
                      10.3
                      
                      8/30/200710.56
                      
                      Warrant
      issued by NeoMedia to YA Global Investments, L.P., dated August 24,
      2007
                      
                      
                      
                      8-K
                      
                      10.4
                      
                      8/30/200710.57
                      
                      Repricing
      Agreement, by and between NeoMedia and YA Global Investments, L.P., dated
      August 24, 2007
                      
                      
                      
                      8-K
                      
                      10.5
                      
                      8/30/200710.58
                      
                      Security
      Agreement, by and between NeoMedia and YA Global Investments, L.P., dated
      August 24, 2007
                      
                      
                      
                      8-K
                      
                      10.6
                      
                      8/30/200710.59
                      
                      Security Agreement (Patent),
      by and between NeoMedia and YA Global Investments, L.P., dated August 24,
      2007
                      
                      
                      
                      8-K
                      
                      10.7
                      
                      8/30/200710.60
                      
                      Secured
      Convertible Debenture, dated April 11, 2008, issued by the Company to YA
      Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      4/17/200810.61
                      
                      Secured
      Convertible Debenture, dated May 16, 2008, issued by the Company to YA
      Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      5/22/200810.62
                      
                      Warrant,
      dated May 16, 2008, issued by the Company to YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.2
                      
                      5/22/200810.63
                      
                      Secured
      Convertible Debenture, dated May 30, 2008, issued by the Company to YA
      Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      6/5/200810.64
                      
                      Warrant,
      dated May 30, 2008, issued by the Company to YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.2
                      
                      6/5/200810.65
                      
                      Settlement
      Agreement and Release, dated June 3, 2008, by and between the Company and
      William Hoffman
                      
                      
                      
                      8-K
                      
                      10.5
                      
                      6/5/200810.66
                      
                      Employment
      Agreement, dated June 10, 2008, by and between NeoMedia Technologies, Inc.
      and Iain McCready
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      6/16/200810.67
                      
                      Secured
      Convertible Debenture, dated July 10, 2008, issued by the Company to YA
      Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      7/16/200810.68
                      
                      Securities
      Purchase Agreement, dated July 29, 2008, by and between the Company and YA
      Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      8/4/200810.69
                      
                      Secured
      Convertible Debenture, dated July 29, 2008, issued by the Company to YA
      Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.2
                      
                      8/4/200810.70
                      
                      Security
      Agreement, dated July 29, 2008, by and among the Company, each of the
      Company’s subsidiaries made a party thereto and YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.3
                      
                      8/4/200810.71
                      
                      Patent
      Security Agreement, dated July 29, 2008, by and among the Company, each of
      the Company’s subsidiaries made a party thereto and YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.4
                      
                      8/4/200810.72
                      
                      Warrant
      9-1A, dated July 29, 2008, issued by the Company to YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.5
                      
                      8/4/200810.73
                      
                      Warrant
      9-1B, dated July 29, 2008, issued by the Company to YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.6
                      
                      8/4/200810.74
                      
                      Warrant
      9-1C, dated July 29, 2008, issued by the Company to YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.7
                      
                      8/4/200810.75
                      
                      Warrant
      9-1D, dated July 29, 2008, issued by the Company to YA Global Investments,
      L.P.
                      
                      
                      
                      8-K
                      
                      10.8
                      
                      8/4/200810.76
                      
                      Escrow
      Agreement, dated July 29, 2008, by and among the Company, YA Global
      Investments, L.P., Yorkville Advisors, LLC and David Gonzalez,
      Esq.
                      
                      
                      
                      8-K
                      
                      10.9
                      
                      8/4/200810.77
                      
                      Irrevocable
      Transfer Agent Instructions, dated July 29, 2008, by and among the
      Company, the Investor, David Gonzalez, Esq. and WorldWide Stock Transfer,
      LLC
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      8/4/200810.78
                      
                      Letter
      Agreement, dated September 24, 2008, by and among NeoMedia Technologies,
      Inc. and YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      10/1/2008




37




Exhibit
                        Number
                      
                      Description
                      
                      Filed
                        Herewith
                      
                      Form
                      
                      Exhibit
                      
                      Filing
      Date10.79
                      
                      Second
      Secured Convertible Debenture, dated October 28, 2008, issued by the
      Company to YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.3
                      
                      11/3/200810.80
                      
                      Revised
      Exhibit A to Escrow Agreement, dated October 28, 2008
                      
                      
                      
                      8-K
                      
                      10.12
                      
                      11/3/200810.81
                      
                      Letter
      Agreement, dated March 27, 2009, by and between the Company and YA Global
      Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.13
                      
                      4/13/200910.82
                      
                      Amendment
      Agreement, dated April 6, 2009, by and between the Company and YA Global
      Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.14
                      
                      4/13/200910.83
                      
                      Third
      Secured Convertible Debenture (first closing), dated April 6, 2009, issued
      by the Company to YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.15
                      
                      4/13/200910.84
                      
                      Waiver,
      effective as of December 31, 2008, by and between the Company and YA
      Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.16
                      
                      4/13/200910.85
                      
                      Fourth
      Secured Convertible Debenture (second amended third closing), dated May 1,
      2009, issued by the Company to YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.15
                      
                      5/7/200910.86
                      
                      Agreement,
      dated June 5, 2009 (Additional Agreement), by and between the Company and
      YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.16
                      
                      6/5/200910.87
                      
                      Fifth
      Convertible Debenture (Additional Agreement closing), dated June 5, 2009,
      issued by the Company to YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.17
                      
                      6/5/200910.88
                      
                      Agreement,
      dated July 15, 2009 (Second Additional Agreement), by and between the
      Company and YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.18
                      
                      7/21/200910.89
                      
                      Sixth
      Convertible Debenture dated July 15, 2009, (Second Additional Debenture),
      issued by the Company to YA Global Investments, L.P.
                      
                      
                      
                      8-K
                      
                      10.19
                      
                      7/21/200910.90
                      
                      Agreement,
      dated July 17, 2009, by and between the Company and Silver Bay Software,
      LLC.
                      
                      
                      
                      8-K
                      
                      10.20
                      
                      7/21/200910.91
                      
                      Agreement,
      dated July 17, 2009, by and between the Company and Mr. Greg
      Lindholm.
                      
                      
                      
                      8-K
                      
                      10.21
                      
                      7/21/200910.92
                      
                      Non-Exclusive
      License Agreement between the Company and Mobile Tag, Inc. dated July 28,
      2009
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      7/30/200910.93
                      
                      Agreement
      dated August 14, 2009 (Third Additional Agreement) by and between the
      Company and Y.A. Global Investments, L.P.
                      
                      
                      
                      10-Q
                      
                      10.124
                      
                      8/14/200910.94
                      
                      Seventh
      Convertible Debenture dated August 14, 2009 (Fifth Additional Debenture)
      issued by the Company to Y.A. Global Investments, L.P.
                      
                      
                      
                      10-Q
                      
                      10.125
                      
                      8/14/200910.95
                      
                      Non-exclusive
      License Agreement with exclusive right to sub-license provision between
      Company and Neustar, Inc. dated October 2, 2009.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      10/6/200910.96
                      
                      Non-Exclusive
      License Agreement to use the Licenced Platform between the Company and
      Brand Extension Mobile Solutions, S.A., a Madrid (Spain) corporation
      (“BEMS"), dated October 7, 2009.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      10/13/200910.97
                      
                      Settlement
      Agreement and non-exclusive license and a sublicense between the Company
      and Scanbuy, Inc., dated October 16, 2009.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      10/20/200910.98
                      
                      Investment
      Agreement between Company and YA Global dated January 5,
    2010.
                      
                      
                      
                      8-K
                      
                      10.1
                      
                      1/11/2010





38




Exhibit
                        Number
                      
                      Description
                      
                      Filed
                        Herewith
                      
                      Form
                      
                      Exhibit
                      
                      Filing
      Date10.99
                      
                      Irrevocable
      Transfer Agent Instructions letter issued by Company to WorldWide Stock
      Transfer, LLC dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.2
                      
                      1/11/201010.100
                      
                      Monitoring
      Fee Escrow Agreement between Company and YA Global dated January 5,
      2010.
                      
                      
                      
                      8-K
                      
                      10.3
                      
                      1/11/201010.101
                      
                      Investor
      Registration Rights Agreement between Company and YA Global dated January
      5, 2010.
                      
                      
                      
                      8-K
                      
                      10.4
                      
                      1/11/201010.102
                      
                      Issuance
      of Warrants by Company to YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.5
                      
                      1/11/201010.103
                      
                      Amendment
      to the August 24, 2006 Secured Convertible Debenture No. CCP-1 between the
      Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.6
                      
                      1/11/201010.104
                      
                      Amendment
      to the December 29, 2006 Secured Convertible Debenture No. CCP-2 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.7
                      
                      1/11/201010.105
                      
                      Amendment
      to the March 27, 2007 Secured Convertible Debenture No. NEOM-4-1 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.8
                      
                      1/11/201010.106
                      
                      Amendment
      to the August 24, 2007 Secured Convertible Debenture No. NEOM-1-1 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.9
                      
                      1/11/201010.107
                      
                      Amendment
      to the April 11, 2008 Secured Convertible Debenture No. NEO-2008-1 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.10
                      
                      1/11/201010.108
                      
                      Amendment
      to the May 16, 2008 Secured Convertible Debenture No. NEO-2008-2 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.11
                      
                      1/11/201010.109
                      
                      Amendment
      to the May 29, 2008 Secured Convertible Debenture No. NEO-2008-3 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.12
                      
                      1/11/201010.110
                      
                      Amendment
      to the July 10, 2008 Secured Convertible Debenture No. NEO-2008-4 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.13
                      
                      1/11/201010.111
                      
                      Amendment
      to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.14
                      
                      1/11/201010.112
                      
                      Amendment
      to the October 28, 2008 Secured Convertible Debenture No. NEOM-9-2 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.15
                      
                      1/11/201010.113
                      
                      Amendment
      to the May 1, 2009 Secured Convertible Debenture No. NEOM-9-4 between the
      Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.16
                      
                      1/11/201010.114
                      
                      Amendment
      to the June 5, 2009 Secured Convertible Debenture No. NEOM-9-5 between the
      Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.17
                      
                      1/11/201010.115
                      
                      Amendment
      to the July 15, 2009 Secured Convertible Debenture No. NEOM-9-6 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.18
                      
                      1/11/201010.116
                      
                      Amendment
      to the August 14, 2009 Secured Convertible Debenture No. NEOM-9-7 between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.19
                      
                      1/11/201010.117
                      
                      Amendment
      to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1B between
      the Company and YA Global dated January 5, 2010.
                      
                      
                      
                      8-K
                      
                      10.20
                      
                      1/11/2010




39




Exhibit
                              Number
                            
                            Description
                            
                            Filed
                              Herewith
                            
                            Form
                            
                            Exhibit
                            
                            Filing
      Date10.118
                            
                            Amendment
      to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1C between
      the Company and YA Global dated January 5, 2010.
                            
                            
                            
                            8-K
                            
                            10.21
                            
                            1/11/201010.119
                            
                            Amendment
      to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1D between
      the Company and YA Global dated January 5, 2010.
                            
                            
                            
                            8-K
                            
                            10.22
                            
                            1/11/201010.120
                            
                            Amendment
      of employment agreement entered into on June 10, 2008 between the company
      and Iain A. McCready.
                            
                            
                            
                            8-K
                            
                            10.2
                            
                            1/20/201010.121
                            
                            Amended
      and restated licensing agreement dated October 2, 2009 with NeuStar,
      Inc.
                            
                            
                            
                            8-K
                            
                            10.1
                            
                            1/28/201010.122
                            
                            Agreement
      with Neu Star, Inc., dated February 12, 2010 (the Neu Star Mobile Codes
      Pilot Program Agreement).
                            
                            
                            
                            8-K
                            
                            10.1
                            
                            2/16/201010.123
                            
                            First
      amendment to the investment agreement between Company and  YA
      Global dated January 5, 2010.
                            
                            
                            
                            8-K
                            
                            10.1
                            
                            3/11/201010.124
                            
                            Special
      meeting of shareholders held March 30, 2010.
                            
                            
                            
                            8-K
                            
                            10.1
                            
                            4/2/201010.125
                            
                            Notification
      of new trading symbol "NEOMD" beginning May 10, 2010.
                            
                            
                            
                            8-K
                            
                            
                            
                            5/11/201010.126
                            
                            Securities
      Purchase Agreement, dated May 27, 2010, by and between the Company and YA
      Global Investments, L.P.
                            
                            
                            
                            8-K
                            
                            10.1
                            
                            6/3/201010.127
                            
                            Secured
      Convertible Debenture, dated May 27, 2010,  issued by the
      Company to YA Global Investments, L.P.
                            
                            
                            
                            8-K
                            
                            10.2
                            
                            6/3/201010.128
                            
                            Warrant
      No. 0510, dated May 27, 2010, issued by the Company to YA Global
      Investments, L.P.
                            
                            
                            
                            8-K
                            
                            10.3
                            
                            6/3/201010.129
                            
                            Global
      Warrant Amendment, dated May 27, 2010, issued by the Company to YA Global
      Investments, L.P.
                            
                            
                            
                            8-K
                            
                            10.4
                            
                            6/3/201010.130
                            
                            Security
      Agreement, dated July 29, 2008, by and among the Company, each of the
      Company’s subsidiaries made a party thereto and YA Global Investments,
      L.P.
                            
                            
                            
                            8-K
                            
                            10.5
                            
                            6/3/201010.131
                            
                            Patent
      Security Agreement, dated July 29, 2008, by and among the Company, each of
      the Company’s subsidiaries made a party thereto and YA Global Investments,
      L.P.
                            
                            
                            
                            8-K
                            
                            10.6
                            
                            6/3/201010.132
                            
                            Ratification
      Agreement, dated May 27, 2010, by and among the Company, each of the
      Company’s subsidiaries made a party thereto and YA Global Investments,
      L.P.
                            
                            
                            
                            8-K
                            
                            10.7
                            
                            6/3/201010.133
                            
                            Irrevocable
      Transfer Agent Instructions, dated May 27, 2010, by and among the Company,
      the Investor, David Gonzalez, Esq. and WorldWide Stock Transfer,
      LLC
                            
                            
                            
                            8-K
                            
                            10.8
                            
                            6/3/201014
                            
                            Code
      of Professional Ethics
                            
                            
                            
                            10-K
                            
                            14.1
                            
                            4/3/200731.1
                            
                            Certification
      of Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                            
                            X31.2
                            
                            Certification
      of Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
                            
                            X32.1
                            
                            Certification
      of Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
                            
                            X32.2
                            
                            Certification
      of Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
                            
                            X




40


SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.




NEOMEDIA
      TECHNOLOGIES, INC.(Registrant)Dated:       August 16,
      2010
                /s/
      Michael W.  ZimaMichael
      W. ZimaChief
      Financial Officer & Principal Accounting
  Officer


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