UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2007
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Neonode Inc.
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Full Name of Registrant
SBE, Inc.
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Former Name if Applicable
Warfvingesvag 45, 112 51
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Address of Principal Executive Office (Street and Number)
Stockholm, Sweden
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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
(b) The subject annual report, semi-annual report, transition report
|X| 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 Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The delay in filing the Form 10-K for the year ended December 31, 2007 is due to
a delay in completing the annual audit that could not be avoided without
unreasonable effort or expense. The 2007 audit has taken longer than in previous
periods due to the following:
1. a merger transaction that occurred on August 10, 2007 that resulted in
a new combined company with different historical financial statements
than those that were in included in last year's 10-K (see the Form 8-K
filed August 10, 2007 for a detailed description); and
2. a change in our fiscal year end from October 31 to December 31 which
is that of the acquirer in the August merger transaction.
(Attach extra Sheets if Needed)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David Brunton (925) 355-7700
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(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 |_|
(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 |X| No |_|
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.
On August 10, 2007, our wholly-owned subsidiary, Cold Winter
Acquisition Corporation (Cold Winter Acquisition Sub), consummated a
merger and reorganization where Cold Winter Acquisition Sub was merged
with and into Neonode, Inc. (Old Neonode) with Old Neonode continuing
after the merger as the surviving corporation and our wholly-owned
subsidiary (Merger). Our name was subsequently changed from SBE, Inc to
"Neonode Inc." and Old Neonode's name was changed from Neonode Inc. to
"Cold Winter, Inc." in connection with the completion of the Merger.
Following the closing of the Merger, the business and operations of Old
Neonode prior to the Merger became the primary business and operations
of our newly-combined company, Neonode, Inc.
For accounting purposes, the Merger was accounted for as a merger with
Old Neonode as the accounting acquirer. Thus, the historical financial
statements of Old Neonode have become our historical financial
statements and the results of operations of our company (formally known
as SBE, Inc.) prior to the Merger are not included in this Form 10-K.
Thus the audited consolidated financial statements that will appear in
our annual report on Form 10-K for the year ended December 31, 2007
(2007 10-K), which cover the fiscal year ended December 31, 2006 and
our discussion of our financial condition and results of operations for
the year ended December 31, 2006 will reflect Old Neonode's stand-alone
consolidated operations. The audited consolidated financial statements
and the discussion of our financial condition and results of operations
for the year ended December 31, 2007 contained in our 2007 10-K include
Old Neonode's results of operations for the twelve month period ended
December 31, 2007 and do not reflect any of SBE, Inc's financial
information prior to the Merger. Our consolidated financial statements
contained in our 2007 10-K include Old Neonode's accounts, those of its
wholly-owned subsidiary, Neonode AB, and, from August 10, 2007, our
accounts and the accounts of our wholly-owned subsidiary Cold Winter,
Inc.
In addition, the company changed its year end from October 31 (which
was SBE Inc's fiscal year end) to December 31 (which is Old Neonode's
year end) in conjunction with the culmination of the merger
transaction.
As a result of the Merger and the accounting treatment being used as a
result of the Merger as described above, there will be significant
changes in the results of operations from the Form 10-K covering the
fiscal year ended October 31, 2006 filed with the Securities and
Exchange Commission last year.
Neonode Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date 3/31/2008 By /s/ David Brunton
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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).