NeoMedia Technologies, Inc (NEOM)

[jonesieatl]

Yes , the 'fully diluted' count has been ....

.... "blown outta proportion".

It's been blown out of proportion to what is allowed by the current AS of 5B shares.

And that fact is primarily because each successive NEOM management regime has worked closely with or 'along side' Yorkville.

~24B is perfectly IN proportion , and it's based 100% on fact.

Here's another fact: Yorkville understands the ramifications of any discrepancy between Fully Diluted Shares and Authorized Shares , and past filings indicate they understand the need to have a remedy for such a discrepancy.

On 2/17/06 when NeoMedia sold Yorkville those "Twenty-Seven Million Dollars (US $27,000,000) of Series C Preferred Shares" , Yorkville understood that the Authorized Share limit has to , at some point , accommodate the Fully Diluted number.

That's why Yorkville had this put in the terms back in February 2006:

http://www.sec.gov/Archives/edgar/data/1022701/000114420406007024/certificate-designation.txt

"(c) The Company shall at all times reserve and keep available out of
its authorized Common Stock the full number of shares of Common Stock of the
Company issuable upon the conversion of all outstanding shares of Series C
Preferred Shares. In the event that the Company does not have a sufficient
number of shares of authorized and unissued Common Stock necessary to satisfy
the full conversion of the shares of Series C Preferred Shares, then the Company
shall call and hold a meeting of the shareholders within thirty (30) calendar
days of such occurrence for the sole purpose of increasing the number of
authorized shares of Common Stock. The Company's Board of Directors shall
recommend to shareholders a vote in favor of such proposal and shall vote all
shares held by them, in proxy or otherwise, in favor of such proposal. This
remedy is not intended to limit the remedies available to the holders of the
Series C Preferred Shares, but is intended to be in addition to any other
remedies, whether in contract, at law or in equity."

Now , today , per the Embedded Conversion Feature in just the Convertible Preferred Shares Yorkville owns , and at the current PPS , Yorkville's rights to shares far exceed the current Authorized Share count.

Yorkville obviously feels such a situation is important enough to have included a remedy for such a situation in the terms of their financings.

Yorkville doesn't think the Fully Diluted Shares are meaningless or bogus or 'outta proportion' shares ... they want them.

In a very few weeks we'll be able to see what NeoMedia says the outta proportion Fully Diluted share count was as of the end of June , as we'll see it in the 2Q08 10-Q.

jonesie