NeoMedia Technologies, Inc (NEOM)

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PRESS RELEASE #2 Initial Statement of Beneficial Ownership (3)




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)
Common Stock, par value $.01 36331729 D (1) (7)

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
Series C 8% Convertible Preferred Stock (9) 2/15/2009 Common Stock 14113 (10) D (4) (7) (9)
Series D 8% Convertible Preferred Stock (3) (8) Common Stock 25000 (11) D (3) (4) (7)
Secured Convertible Debenture 15.0% (2) 7/29/2012 Common Stock 390000 (12) D (2) (5) (7)
Secured Convertible Debenture 15.0% (2) 7/29/2012 Common Stock 500000 (13) D (2) (5) (7)
Secured Convertible Debenture 15.0% (2) 7/29/2012 Common Stock 790000 (12) D (2) (5) (7)
Secured Convertible Debenture 15.0% (2) 7/29/2012 Common Stock 137750 (12) D (2) (5) (7)
Secured Convertible Debenture 10.0% (2) 7/29/2012 Common Stock 5000000 (14) D (2) (5) (7)
Secured Convertible Debenture 14.0% (2) 7/29/2012 Common Stock 2325000 (15) D (2) (5) (7)
Secured Convertible Debenture 14.0% (2) 7/29/2012 Common Stock 2325000 (15) D (2) (5) (7)
Secured Convertible Debenture 14.0% (2) 7/29/2012 Common Stock 294000 (15) D (2) (5) (7)
Secured Convertible Debenture 14.0% (2) 7/29/2012 Common Stock 715000 (15) D (2) (5) (7)
Secured Convertible Debenture 14.0% (2) 7/29/2012 Common Stock 535000 (15) D (2) (5) (7)
Secured Convertible Debenture 14.0% (2) 7/29/2012 Common Stock 475000 (15) D (2) (5) (7)
Secured Convertible Debenture 14.0% (2) 7/29/2012 Common Stock 1775000 (12) D (2) (5) (7)
Secured Convertible Debenture 10.0% (2) 7/29/2010 Common Stock 2500000 (14) D (2) (5) (7)
Secured Convertible Debenture 13.0% (2) 7/29/2012 Common Stock 7458651 (16) D (2) (5) (7)
Warrant (2) 8/31/2011 Common Stock 20000000 $0.02 D (2) (6) (7)
Warrant (2) 8/31/2011 Common Stock 30000000 $0.02 D (2) (6) (7)
Warrant (2) 2/28/2011 Common Stock 25000000 $0.02 D (2) (6) (7)
Warrant (2) 8/31/2011 Common Stock 50000000 $0.02 D (2) (6) (7)
Warrant (2) 8/24/2011 Common Stock 25000000 $0.02 D (2) (6) (7)
Warrant (2) 8/24/2011 Common Stock 50000000 $0.02 D (2) (6) (7)
Warrant (2) 8/24/2011 Common Stock 50000000 $0.02 D (2) (6) (7)
Warrant (2) 12/29/2011 Common Stock 42000000 $0.02 D (2) (6) (7)
Warrant (2) 3/26/2012 Common Stock 125000000 $0.02 D (2) (6) (7)
Warrant (2) 5/16/2013 Common Stock 7500000 $0.0175 D (2) (6) (7)
Warrant (2) 6/2/2013 Common Stock 50000000 $0.01 D (2) (6) (7)
Warrant (2) 7/29/2013 Common Stock 100000000 $0.02 D (2) (6) (7)
Warrant (2) 7/29/2013 Common Stock 100000000 $0.01 D (2) (6) (7)
Warrant (2) 7/29/2013 Common Stock 125000000 $0.01 D (2) (6) (7)

Explanation of Responses:
( 1) YA Global Investments, L.P. ("YA Global") directly owns 36,331,729 shares of Common Stock. As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the 36,331,729 shares of Common Stock 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 36,331,729 shares of Common Stock beneficially owned by YA Global.
( 2) 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.
( 3) These derivative securities are Series D Share entitles Yorkville to vote on an as-converted basis with the holders of the Company's common stock, par value $0.01 per share ("Common Stock"), for a period of one hundred twenty (120) days following the effective date of the Series D Certificate, resulting in one hundred thousand (100,000) votes for each one (1) share of the Series D Shares. Commencing ninety (90) days from the effective date of the Series D Certificate, no holder of the Series D Preferred Shares shall be entitled to convert the Series D Preferred Shares to the extent, but not only to the extent, that such conversion would, upon giving effect to such conversion, cause the aggregate number of shares of Common Stock beneficially owned by such Holder to exceed 9.99% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security
( 4) As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the convertible preferred stock 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.
( 5) As the Investment Manager of YA Global, Yorkville Advisors, LLC ("Yorkville") may be deemed to beneficially own the convertible debenture 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.
( 6) 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.
( 7) 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.
( 8) N/A
( 9) 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.
( 10) Each preferred share converts into 1,000 shares of common stock, priced at $0.50 or 97% of the lowest closing bid during the previous (125) trading days
( 11) Each preferred share converts into 100,00 shares of common stock priced at $0.02 or 97% of the lowest closing bid during the previous (125) trading days
( 12) $0.01 or 80% of the lowest bid for the previous (125) trading days.
( 13) $0.015 or 80% of the lowest bid for the previous (125) trading days.
( 14) $0.01 or 90% of the lowest bid for the previous (125) trading days.
( 15) $0.02 or 95% of the lowest bid for the previous (125) trading days.
( 16) $0.02 or 90% of the lowest bid for the previous (125) trading days.

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.
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