SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934
__________________
Date
of
Report: April
2, 2007
NeoMedia
Technologies, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-21743
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36-3680347
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2401
Second Street, Suite #600, Fort Myers,
Florida
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33901
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
telephone number, including area code:
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(239)
337-3434
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Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13c-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
On
April
2, 2007, management of NeoMedia Technologies, Inc. (the “Company”) concluded
that financial statements issued in the Company’s Forms 10-Q for the three month
period ended March 31, 2006, the three and six month periods ended June 30,
2006, and the three and nine month periods ended September 30, 2006, should
no
longer be relied upon because of an error in such financial statements. In
addition, financial statements of BSD Software, Inc. filed in the Company’s Form
8-K/A for the years ended July 31, 2005 and 2004, and for the three and six
months ended January 31, 2006 and 2005, should not be relied upon.
The
Company, in reviewing its accounting practices with respect to revenue
recognition of its subsidiary NeoMedia Telecom Services, became aware that
it
incorrectly applied the principles of EITF 99-19, “Reporting Revenue Gross as a
Principal versus Net as an Agent.” As a result, the Company had overstated its
net sales and its cost of goods sold reflected in the consolidated statement
of
operations during the three month period ended March 31, 2006, the three and
six
month periods ended June 30, 2006, and the three and nine month periods ended
September 30, 2006. The adjustment does not affect net income (loss) during
any
period. The adjustment does not affect the previously reported consolidated
statement of cash flows or consolidated balance sheet.
The
NeoMedia Telecom Services business was acquired on March 21, 2006 through the
acquisition by the Company of BSD Software, Inc. Therefore, the adjustment
does
not affect any results reported by the Company during the years ended December
31, 2005 or 2004, or any interim periods during 2005 or 2004.
As
a
result, the Company has restated certain financial information that was
previously reported in its quarterly reports on Form 10-Q for the three month
periods ended March 31, 2006, June 30, 2006, and September 30,
2006.
The
audit
committee of the Company’s board of directors discussed the restatement with the
Company’s independent accountants.
The
Company intends to file amended Forms 10-Q for the three month period ended
March 31, 2006, the three and six month periods ended June 30, 2006, and the
three and nine month periods ended September 30, 2006 as soon as practicable
hereafter. The Company also intends to file an amended Form 8-K with restated
financial results for acquired subsidiary BSD Software, Inc., as soon as
practicable hereafter.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: April
6, 2007
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NEOMEDIA
TECHNOLGIES, INC.
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By: |
/s/ Charles
W. Fritz |
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Name: |
Charles
W. Fritz |
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Its: |
Acting Chief Executive
Officer |