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Wednesday, 01/13/2010 11:36:20 PM

Wednesday, January 13, 2010 11:36:20 PM

Post# of 326352
PRESS RELEASE




FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940



1. Name and Address of Reporting Person *
YA Global Investments
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/11/2010
3. Issuer Name and Ticker or Trading Symbol
NEOMEDIA TECHNOLOGIES INC [NEOM]

(Last) (First) (Middle)
101 HUDSON STREET, SUITE 3700
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)


(Street)
JERSEY CITY, NJ 07302


(City) (State) (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)



6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (1) 7/29/2013 Common Stock 125000000 $0.01 D (1) (2) (3)
Warrant (1) 1/5/2017 Common Stock 225000000 $0.01 D (2) (3) (4)

Explanation of Responses:
( 1) These derivative securities are presently exercisable, however each of the identified derivative securities has a cap, which prevents the holder of each derivative security from converting and/or exercising it if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security.
( 2) As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the warrant beneficially owned by YA Global. As the president of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Mark Angelo ("Angelo") may be deemed to beneficially own the put option right beneficially owned by YA Global.
( 3) Except for the 36,331,729 shares of Common Stock and the Derivative Securities beneficially owned by YA Global, the other Reporting Persons disclaim beneficial ownership of these securities except to the extent of his or its pecuniary interest, and its report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
( 4) These derivative securities are presently exercisable, however each of the identified derivative securities has a cap, which prevents the holder of each derivative security from converting and/or exercising it if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by such holder and its affiliates to exceed 9.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security.

Remarks:
This report is filed jointly by YA Global Investments, L.P., Yorkville Advisors, LLC and Mark Angelo.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YA Global Investments
101 HUDSON STREET
SUITE 3700
JERSEY CITY, NJ 07302
X


YORKVILLE ADVISORS LLC
101 HUDSON STREET
SUITE 3700
JERSEY CITY, NJ 07302
X


ANGELO MARK
101 HUDSON STREET
SUITE 3700
JERSEY CITY, NJ 07302
X



Signatures

/s/ Steven S. Goldstein By: Yorkville Advisors, LLC By: Steven S. Goldstein Its: Investment Manager 1/12/2010
** Signature of Reporting Person Date

/s/ Steven S. Goldstein By: Yorkville Advisors, LLC By: Steven S. Goldstein Its: Investment Manager 1/12/2010
** Signature of Reporting Person Date

/s/ Mark Angelo 1/12/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


http://ih.advfn.com/p.php?pid=nmona&cb=1263443607&article=41098148&symbol=NB%5ENEOM Thanks to everyone who sent IM an email. Keep the pressure on them.