NeoMedia Technologies, Inc (NEOM)

[TruthInfo]

NEOM Bankruptcy By Fall 2010. McCready, Zima, Keil, O'Leary, Marriott on their best behavior filing a form D for the first time. Click link below and note "Filter Results" at top left of page. Under "Filing Type" enter: D and see that the 6-3-10 filing is the first time NeoMedia bothered to file the required form D notifying investors of the sale of exempt securities to Cornell Capital.

http://sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001022701&type=D&dateb=&owner=exclude&count=40

The executive officers and directors state on the form the debt just entered into is not being made in connection with a business combination transaction, such as a merger, aquisition or exchange offer. Therefore, none of the foregoing management of NeoMedia have induced Cornell into accepting the securities offered based on a contemplated business combination transaction. See number 10. Business Combination Transaction.

The foregoing nixes any rumors that NeoMedia might be merging with another company, buying another company or other type of business combination transaction. Further, Cornell explicitly states in the Ratification Agreement that it is providing additional funding to NeoMedia only because management claims it can sell an asset or assets to provide the required funds and within a certain time frame.

http://sec.gov/Archives/edgar/data/1022701/000114420410031701/xslFormDX01/primary_doc.xml

SETTING STAGE FOR BANKRUPTCY AND ACTIONS TAKEN BY CORNELL AND NEOMEDIA IN LIGHT OF THE KLAWONN LAWSUIT:

1. The Cfo and Ceo let it be known in the most recent 10Q that there are no entity level controls over financial reporting as stated on page 28 of the 10Q filed 5-17-10, last paragraph.

2. Cornell for the first time has qualified why it is lending money to NeoMedia for the benefit of the Klawonn jurors who will decided the verdict dollar amount against Cornell. Also, NeoMedia cannot asset a legal claim against Cornell Capital for sudden withdrawal of funds, if any exist. If legal recourse for such claims do exist, NeoMedia is precluded from asserting any such claims thanks to the Ratification Agreement whereby NeoMedia explicitly acknowledges Cornell can cease funding of NeoMedia if the transaction(s) contemplated by the Agreement have not occurred by August 27, 2010. Therefore, there is no sudden withdrawal of funding. Cornell is going to take down NeoMedia through declaration of default thanks to the cash due demand date at any time as of August 27, 2010.

3. Cornell and NeoMedia have signed an Agreement stating the amounts owed to Cornell by NeoMedia which makes the bankruptcy process quicker since the parties have already agreed on what it owed.

4. For the first time, NeoMedia has filed the required Form D upon selling exempt securities to Cornell.

5. Cornell has ordered a cash due date so that it can take down NeoMedia sometime on or soon after August 27, 2010. (Cornell ordered the 100 to 1 reverse split in the Investment Agreement, and despite some posters claiming the r/s might not take place, it most certainly did take place. Cornell ordered the r/s in the first place. Likewise, Cornell has ordered a cash due deadline date and Cornell SHALL exercise that right.)

ALL OF THE FOREGOING, are ahead of NeoMedia's bankruptcy and the Klawonn trial. Cornell Capital must obtain a bankruptcy judgment against NeoMedia to offset, if possible, the judgment to be rendered against it in the lawsuit Klawonn v YA Global.


It is quite laughable to see Cornell, after dumping $33 million into Neo, start qualifying why it is loaning money to NeoMedia. Of course the move is in light of Klawonn v YA Global.

Cornell explicitly states that it is funding NeoMedia only because of the aforesaid transaction or transactions contemplated within 90 days of the Agreement. Otherwise, no funding would have been given according to the statement in the Agreement. Klawonn's Complaint has been a game changer for Cornell. NEOM common stock will be wiped out through bankruptcy before the fall of 2010.

Ratification Agreement at link below.

http://sec.gov/Archives/edgar/data/1022701/000114420410031699/v187209_ex10-7.htm

Debenture at link below.

http://sec.gov/Archives/edgar/data/1022701/000114420410031699/v187209_ex10-2.htm

Section 2(a)(i) of the Debenture states Cornell can declare NeoMedia in default for failure to immediately pay in cash the $2.006 million loan as of August 27, 2010. At any time as of 8-27-10, Cornell can AND SHALL demand immediate cash payment of the recent loan. As stated in the Ratification Agreement, NeoMedia must not only come up with $2.006 million in cash as of 8-27-10, but must also come up with approximately $4.8 million by 8-27-10 to pay for operational costs for the next 12 months.

When Cornell declares NeoMedia in default on or soon after 8-27-10, Cornell already has the Cfo's sign off on the amounts owed to Cornell to present to the bankruptcy judge. Cornell can bow out of funding NeoMedia and NeoMedia cannot assert in a Court a claim against Cornell for sudden withdrawal of funding because the parties have already agreed that Cornell is providing additional funding ONLY BECAUSE NeoMedia assets it can consummate transaction(s) within 90 days of the Agreement that will provide approximately $7.4 million in net proceeds.

Cornell knows whether NeoMedia is going to be declared in default and yet is a beneficial owner and can obtain NEOM common stock. Insider info don't get any better than that.

ONE BILLION Microsoft Tags printed by people and businesses worldwide since Tag was introduced in January 2009. In April there were 20 million magazines in the hands of US consumers that had Tag in them.

http://www.pcworld.com/article/197455/microsoft_tag_youre_it.html

NeoMedia's revenue from the ecosystem for the 3 months ended 3-31-10 was all of $6,000. NeoMedia is no longer a patent play because the patents are unenforceable. NeoMedia is now just another player in the ecosystem. NeoMedia doesn't stand a chance of success in the ecosystem that would translate into any significant revenue.

Cornell would continue to fund NeoMedia, without qualification, despite the foregoing bleak outlook for NeoMedia, in order to make those huge profits by manipulating the common stock.

Because of Klawonn's Complaint, Cornell has to obtain a bankruptcy judgment against NeoMedia to offset, if possible, the judgment to be rendered against it in Klawonn v Cornell. As shown on the Ratification Agreement, NeoMedia has agreed that Cornell is owed over $33 million dollars.

See page 25 of the 10Q at link below that shows the revenue streams. On page 24 NeoMedia states its only prospect is all of three reseller agreements expected to generate revenues second half of 2010.

NEOM is NOT worth buying or holding when Neo is not a patent play, but just a small fish in an ocean ruled by Microsoft. Further, just for the sake of making a point, even if NeoMedia could sell an asset or assets, NeoMedia cannibalizing itself is a reason to sell NEOM, not buy or hold.

http://sec.gov/Archives/edgar/data/1022701/000114420410028329/v185313_10q.htm