CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCONTING FIRM

We consent to the incorporation by reference in this  registration  statement on
Form  S-3 for the  registration  of a total of  54,000,000  warrants  issued  to
Cornell Capital LP and Thornhill Capital,  LLP, of our report dated February 11,
2005,  on our  audits  of the  consolidated  financial  statements  of  NeoMedia
Technologies,  Inc. as of December 31, 2004 and for the years ended December 31,
2004 and 2003 included in the Form 10K for the year ended December 31, 2004.

We also consent to the reference to us as experts in matters of  accounting  and
auditing in this registration statement.

/S/ STONEFIELD JOSEPHSON, INC.
Certified Public Accountants

Irvine, California
May 23, 2005