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SEC Comment Letter for NEOMEDIA TECHNOLOGIES INC (CIK 0001022701) — Nov 21, 2005

NEOMEDIA TECHNOLOGIES INC (CIK 0001022701)
Date: Nov. 21, 2005 · CIK: 0001022701 · Accession: 0000000000-05-058717

AI Filing Summary & Sentiment

File numbers found in text: 333-123848, 333-125239

Referenced dates: June 24, 2005

Date
November 21, 2005
Author
Barbara C. Jacobs
Form
UPLOAD
Company
NEOMEDIA TECHNOLOGIES INC (CIK 0001022701)

Letter

November 21, 2005 Mail Stop 4561 Charles T. Jensen President and Chief Executive Officer NeoMedia Technologies, Inc. 2201 Second Street, Suite 402 Fort Myers, Florida 33901

Re: NeoMedia Technologies, Inc. Amendment 3 to Registration Statement on Form S-3 Filed November 7, 2005 File No. 333-125239

Dear Mr. Jensen:

We have reviewed your filing and have the following additional comments.

General 1. We refer you to comment 1 of our letter dated June 24, 2005. We note that you still have outstanding comments on your Form S-4, File No. 333-123848. Please be advised that these comments must be resolved before your registration statement on Form S-3 is declared effective.

Where You Can Find More Information, page 21 2. Please revise this section to include the new address of the SEC Headquarters at 100 F Street, N.E. Washington, D.C. 20549. See Note to Item 12(c)(1) of Form S-3.

Information We Incorporate by Reference, page 22 3. We refer you to comment 8 of our letter dated June 24, 2005 and comment 1 of our letter concerning your Form S-4, File No. 333- dated August 5, 2005. Please tell us how you intend to revise your S-3 to include or incorporate by reference, the financial statements of Mobot, Inc and changes precipitated by our outstanding comments on your Form S-4. See Item 310(c) of Regulation S-B.

* * * * *

If you have any questions, please call Adam Halper, at (202) 551- 3482. If you require additional assistance you may contact Sara Kalin, at (202) 551-3454 or the undersigned, at (202) 551-3730.

Sincerely,
Barbara C. Jacobs
Assistant Director

Show Raw Text
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<FILENAME>filename1.txt
<TEXT>

							November 21, 2005

Mail Stop 4561

Charles T. Jensen
President and Chief Executive Officer
NeoMedia Technologies, Inc.
2201 Second Street, Suite 402
Fort Myers, Florida 33901

Re:	NeoMedia Technologies, Inc.
	Amendment 3 to Registration Statement on Form S-3
	Filed November 7, 2005
	File No. 333-125239

Dear Mr. Jensen:

	We have reviewed your filing and have the following
additional
comments.

General
1. We refer you to comment 1 of our letter dated June 24, 2005.
We
note that you still have outstanding comments on your Form S-4,
File
No. 333-123848.  Please be advised that these comments must be
resolved before your registration statement on Form S-3 is
declared
effective.

Where You Can Find More Information, page 21
2. Please revise this section to include the new address of the
SEC
Headquarters at 100 F Street, N.E. Washington, D.C. 20549.  See
Note
to Item 12(c)(1) of Form S-3.

Information We Incorporate by Reference, page 22
3. We refer you to comment 8 of our letter dated June 24, 2005 and
comment 1 of our letter concerning your Form S-4, File No. 333-
123848
dated August 5, 2005.  Please tell us how you intend to revise
your
S-3 to include or incorporate by reference, the financial
statements
of Mobot, Inc and changes precipitated by our outstanding comments
on
your Form S-4.   See Item 310(c) of Regulation S-B.

* * * * *

If you have any questions, please call Adam Halper, at (202) 551-
3482.  If you require additional assistance you may contact Sara
Kalin, at (202) 551-3454 or the undersigned, at (202) 551-3730.

      Sincerely,

      Barbara C. Jacobs
      Assistant Director

cc:	Via Facsimile
      Ronald S. Haligman, Esq.
      Kirkpatrick & Lockhart LLP
      201 S. Biscayne Blvd. Suite 2000
	Phone: (305) 539-3305
      Fax: (305) 358-7095
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Charles T. Jensen
NeoMedia Technologies, Inc.
November 21, 2005
Page 1

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