NeoMedia Technologies, Inc (NEOM)

[philam]

LSL77, the link is below.

http://www.sec.gov/Archives/edgar/data/1022701/000114420410001444/0001144204-10-001444-index.htm

Go to Exhibit 10.1, Section 6.23. It stated that the following are subject to shareholders approval: (a) the R/S, (b) reduction in par value, and (c) increase in authorized shares.

In my opinion, if I buy an item and paid my bill, but I discover later that I overpaid because the bill contained a mathematical error, then I am still entitled to a refund or correction. In the same manner items in the 8-K that are based on bad assumptions or bad math are invalid and must be corrected. I think that Section 6 of the Certificate contains an error. Likewise, statements stating that YA has 52% beneficial ownership, or that there is now a change in control because of YA's beneficial ownership, are all based on bad math and must be corrected.

All the above are just my opinion. I know that others do not agree, and I don't say they are wrong just because they disagree. I actually am grateful for their different opinions, for they prompt me to revisit my position to see where I might have gone wrong. I am not a lawyer and maybe I am not reading some of the provisions in the 8-K correctly. So, if you or others think that I am missing something, please let me know. I will regard your opinions respectfully.