NeoMedia Technologies, Inc (NEOM)

[JPetroInc]

Clawmann

I interpret both sets of language as being sensititive to takeover efforts, irrespective of whether it is common shares being bid, or Series A-C Preferred, issued as a bolster for weak poison pill or other anti-takeover measures.

Don't forget, the poison pill measures were drafted and incorporated into their corp. charter back in the late 1990's early 2000's, if I'm not mistaken. This is when management held in excess of 51% company majority. Today, combined they only own 116Mil. shares which equates to a mere 17% of the company entirety. So in essence, they are vulnerable to takeovers in that respect; which is why we both believe the recent 8K specifically addresses that concern; and a measured concern it has become!

Just think, they have moved the ASM up by a full six months, and to conduct it all by 06/07/06 no less! Do most people realize how much time has to be devoted by attorneys, accountants, secretarial and admin. staff, etc. for proxy registrations, SEC compliance filings, mailings, etc. etc. etc. There are only about 8 weeks left to complete all of this work. Its daunting, at least to me, and there is a mad rush on now to get all of it done before hand. The only question is why? Why now? Why all of a sudden?

IMHO, that answer is they either have a friendly suitor coming in on part of the additional 4Bil. (and/or 77Mil. Series C preferred shares issued for $27Mil.) or are being looked at very closely for a take over. Also, there could be an ulterior move by management to eliminate Cornell all together (1Bil. common shares at $0.30 = $300Mil. cash in hand), as was so poignantly pointed out this morning by one of our more astute Longs.

All the Best, JP