U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): October 2, 2003


                           NEOMEDIA TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)



DELAWARE                            0-21743                   36-3680347
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(State or Other             (Commission File Number)        (IRS Employer
Jurisdiction                                             Identification No.)
Incorporation)



         2201 SECOND STREET, SUITE 402, FORT MYERS, FLORIDA            33901
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                  (Address of Principal Executive Offices)          (Zip Code)

                                (239) - 337-3434
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              (Registrant's Telephone Number, including Area Code)


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ITEM 5.   OTHER EVENTS.
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On March 13, 2003,  NeoMedia  Technologies,  Inc. ("the Company") announced that
that it had reached an  agreement  in  principal  to acquire and merge with Loch
Energy, Inc. ("Loch"), an oil and gas provider based in Humble, Texas.

On October 1, 2003, the Company discovered that the royalty interest from future
sales  of oil  owned  by Loch  were  oversold,  which  would  likely  result  in
materially  lower  projected  available  cashflow from Loch's  operations.  This
projected  available  cashflow was the basis for the acquisition.  On October 2,
2003,  the Board of Directors of the Company  voted to cancel the  Memorandum of
Terms  signed on March 13,  2003,  and  terminate  the  acquisition  and  merger
proceedings.

SIGNATURES
----------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                             NeoMedia Technologies, Inc.
                             ---------------------------
                                    (Registrant)

Date: October 2, 2003               By:/s/ Charles T. Jensen
      ---------------                  ----------------------
                                       Charles T. Jensen, President, Chief
                                       Operating Officer, Acting Chief Executive
                                       Officer and Director


ITEM 7.   EXHIBITS.
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Sequential                 Exhibit
Page Number                Document
-----------                --------

       5                     03.1           Press release dated October 3, 2003


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