Microsoft Word 10.0.2627;UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

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

For Period Ended: March 31, 2003
[ ] Transition Report on Form 10-K                          SEC FILE NUMBER
[ ] Transition Report on Form 20-F                              0-21743
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q                           CUSIP NUMBER
[ ] Transition Report on Form N-SAR                           640505103
For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

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

PART I - REGISTRANT INFORMATION

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


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


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


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




PART II - RULES 12b-25(b) AND (c)

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


          [ ]  (a)  The reasons  described in  reasonable  detail in Part III of
                    this  form  could  not be  eliminated  without  unreasonable
                    effort or expense;
          [X]  (b)  The subject annual report,  semi-annual  report,  transition
                    report on Form  10-K,  Form  20-F,  I I-K,  Form  N-SAR,  or
                    portion  thereof,  will be filed on or before the  fifteenth
                    calendar  day  following  the  prescribed  due date;  or the
                    subject  quarterly report of transition report on Form 10-Q,
                    or  portion  thereof  will be filed on or  before  the fifth
                    calendar day following the  prescribed due date; and
          [ ]  (c)  The accountant's statement or other exhibit required by Rule
                    12b-25(c) has been attached if applicable.

PART III - NARRATIVE

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

               The Company  requires  additional  time in order to complete  the
               preparation of financial  information  for the three month period
               ended March 31, 2003.

PART IV--OTHER INFORMATION

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

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


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



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


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

                                [X] Yes   [ ] No

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

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

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


Date: May 15, 2003               By:   /s/ David A. Dodge
                                       ---------------------------------------
                                       David A. Dodge, Chief Financial Officer


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

                                   ATTENTION

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





EXPLANATION SUPPORTING PART IV, ITEM 3

The Company  expects to report net sales of  approximately  $0.9 million for the
three months ended March 31, 2003,  as compared to net sales of $1.4 million for
the three months ended March 31, 2003. The Company  expects to report a net loss
of  approximately  $0.9 million,  or $0.03 per share, for the three months ended
March 31, 2003, as compared to a net loss of $1.4  million,  or $0.05 per share,
for the three months ended March 31, 2002.