UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: March 31, 2008
-----------------------------------------
|_| 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:
----------------------------
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Neonode Inc.
--------------------------------------------------------------------------------
Full Name of Registrant
SBE, Inc.
--------------------------------------------------------------------------------
Former Name if Applicable
Warfvingesvag 45, 112 51
--------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Stockholm, Sweden
--------------------------------------------------------------------------------
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 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.
Certain financial and other information necessary for an accurate and full
completion of the Form 10-QSB could not be provided within the prescribed time
period without unreasonable effort or expense.
(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
------------------------- ------------- -----------------------
(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.
During the quarter ended March 31, 2008, the Company continued to experience net
losses, aggregating approximately $11.4 million as compared to net losses of
$2.5 million in the quarter ended March 31, 2007. Included in the quarter ended
March 31, 2008 is $5.5 million net non-cash expense related to the fair value
calculation for the beneficial conversion features resulting from prior
financings as compare to a $143,000 a similar net non-cash expense in the
quarter ended March 31, 2007. During the three months ended March 31, 2008, the
Company did not ship any N2 mobile phones to customers. The Company experienced
technical and production issues that have now been rectified and we began
shipping phones to customers in April. The revenue for the three months ended
March 31, 2008 consisted solely of revenue recognized on the "sell through"
method for sales to distributors and is related to N2 mobile phones shipped to
customers in prior quarters. As a result of the foregoing, there will be
significant changes in the results of operations from the corresponding period
for the last fiscal year.
Neonode 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 5/15/2008 By /s/ David Brunton
-------------------------- -------------------------------------
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).