U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): February 6, 2004


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


DELAWARE                            0-21743                     36-3680347
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(State or Other             (Commission File Number)          (IRS Employer
Jurisdiction                                                Identification No.)
Incorporation)


      2201 SECOND STREET, SUITE 402, FORT MYERS, FLORIDA            33901
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          (Address of Principal Executive Offices)                (Zip Code)


                   (239) - 337-3434
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(Registrant's Telephone Number, including Area Code)





ITEM 5.   OTHER EVENTS.

         On November 8, 2003, NeoMedia Technologies,  Inc. ("NeoMedia") signed a
non-binding letter of intent to acquire and merge with CSI  International,  Inc.
("CSI"), of Calgary,  Alberta,  Canada, a private technology products company in
the micro paint repair industry.  On February 6, 2004, NeoMedia and SST signed a
definitive  merger document (see Exhibit 3.1).  NeoMedia paid  $2,500,000  cash,
plus  7,000,000  shares of  NeoMedia  common  stock in  exchange  for all of the
outstanding shares of CSI. The two companies will centralize  administrative and
management functions at NeoMedia's  headquarters in Fort Myers,  Florida.  Sales
and operations will be based out of Calgary.


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                                   SIGNATURES

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


                                       NeoMedia Technologies, Inc.
                                       ---------------------------
                                                (Registrant)


Date: February 6, 2004                 By: /s/ Charles T. Jensen
                                           -------------------------------------
                                       Charles T. Jensen, President, Chief
                                       Operating Officer, Acting Chief Executive
                                       Officer and Director


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                                  EXHIBIT INDEX


       Exhibit
       Document
       --------

         03.1     Merger Agreement between NeoMedia Technologies, Inc., and CSI
                  International, Inc., dated February 4, 2004

         03.2     Press release dated February 4, 2004


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