UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

Commission File Number 000-50983

CUSIP Number 27922Y202

 

 

 

 

 

 

NOTIFICATION OF LATE FILING

 

(Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D
  o Form N-SAR o Form N-CSR      

 

  For Period Ended: March 31, 2013  
     
  o Transition Report on Form 10-K  
  o Transition Report on Form 20-F  
  o Transition Report on Form 11-K  
  o Transition Report on Form 10-Q  
  o Transition Report on Form N-SAR  
     
  For the Transition Period Ended:  

 

Read attached instruction sheet before preparing form.  Please print or type.

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: n/a

 

 

PART I -REGISTRANT INFORMATION

 

NeoMedia Technologies, Inc.

Full Name of Registrant

 

 

 

Former Name if Applicable

 

 

100 West Arapahoe Avenue, Suite 9 

Address of Principal Executive Office (Street and Number)

 

 

Boulder, Colorado 80302

City, State and Zip Code

 

 
 

 

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
x (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
   (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III - NARRATIVE

 

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed)

 

The Registrant is unable to file its Quarterly Report on Form 10-Q without unreasonable effort or expense within the prescribed time period because the Registrant appointed a new independent auditor, as previously reported in a Current Report on Form 8-K, due to its relocation to Boulder, Colorado and, as a result of such change, will not have completed the audit of the Registrant's financial statements for the quarter ended March 31, 2013. The Registrant respectfully requests an extension and expects to file the Quarterly Report on Form 10-Q for the period ended March 31, 2013 within the applicable extension period provided by this form.

 

PART IV - OTHER INFORMATION

 

(1)   Name and telephone number of person to contact in regard to this notification

 

Laura Marriott (303) 546-7946
(Name) (Area Code) (Telephone Number)

 

(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).  Yes x             No o

 

 

(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  Yes o         No x

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 
 

 

NeoMedia Technologies, Inc.

(Name of Registrant as Specified in Charter)

 

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

     
       
Date:  May 1, 2013 By: /s/ Barry S. Baer  
    Barry S. Baer  
    Chief Financial Officer  
       

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001).