8-K

FORM 8-K

UNITED STATES

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): April 15, 2008

NEONODE INC.

(Exact name of registrant as specified in its charter)

Delaware	0-8419	94-1517641
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

Warfvingesväg 45, SE-112 51 Stockholm, Sweden

4000 Executive Parkway, San Ramon, CA, 94549

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

+46 8 678 18 50 — Sweden

(925) 355-2000 — USA

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Results of Operations and Financial Condition

On April 15, 2008, as required by NASDAQ rules, Neonode Inc. issued a press release related to the receipt of a qualified opinion as to the company’s financial statements for the fiscal year ended December 31, 2007. A copy of the press release is attached.

Item 9.01. Financial Statements and Exhibits

99.1 Press release dated April 15, 2008

SIGNATURES

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

	NEONODE INC.
Date: April 16, 2008	/s/ David W. Brunton
	David W. Brunton
	Chief Financial Officer, Vice President, Finance and Secretary

EX-99.1

Neonode Inc. Receives Qualified Opinion for 2007 Financial Statements

STOCKHOLM, SWEDEN, April 15, 2008- Neonode (NASDAQ: NEON), the Swedish mobile communication company that develops touch screen technologies and designs mobile handsets, today announced that, as required under applicable NASDAQ rules and as included in Neonode’s Annual Report on Form 10-K, the Neonode financial statements for the fiscal year ended December 31, 2007 contain a going concern qualification from its independent accounting firm, BDO Feinstein International AB. Further information regarding the going concern qualification can be found in Neonode's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2008.

About Neonode

Neonode designs and develops intuitive touch screen technologies and products. The company´s focus is on solutions that increase the user experience of complex or monotonous devices.  With offices in Stockholm, Sweden, San Ramon, USA, Shanghai and Hong Kong, China, Neonode Inc. is a publicly traded company (NASDAQ: NEON) with licenses and products sold worldwide through both direct web sales and local distribution partners. The affiliated company, Neonode USA, markets Neonode’s innovative products within North America, Latin America and China and is the exclusive worldwide licensor of the Neonode Intellectual Property to third parties.

Contacts:

David W. Brunton, CFO

Neonode

Tel: (925) 355-7700

Forward-Looking Statements

This news release contains certain forward-looking statements that involve risks and uncertainties, including statements regarding future products and technology developments, and the company’s ability to continue as a going concern. Such statements are only predictions and the company's actual results may differ materially from those anticipated in these forward-looking statements. Factors that may cause such differences include, but are not limited to, the ability of Neonode to develop and sell new products and technologies. These factors and others are more fully discussed in the documents the company files from time to time with the Securities and Exchange Commission, particularly, the company's most recent Form 10-K and Form 10-Q. Neonode and the Neonode logo are registered trademarks of Neonode Inc. All other brand or product names are trademarks or registered.

###