UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459
                                   FORM 10-KSB

     ( X ) Annual Report Pursuant to Section 13 or 15(d) of the Securities and
                              Exchange Act of 1934.


                      FOR THE YEAR ENDED DECEMBER 31, 2002

     (  ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934.

            For the transition period from __________ to __________.

                        COMMISSION FILE NUMBER: 333-72097

                                NEOGENOMICS, INC.
                                -----------------

                                      F/K/A
                                      -----

                    AMERICAN COMMUNICATIONS ENTERPRISES, INC.
                    -----------------------------------------
             (Exact name of Registrant as specified in its charter)

     NEVADA                                                 74-2897368
     ------                                                 ----------
(State  or other jurisdiction of                         (IRS Employer I.D. No.)
incorporation  or  organization)

                 1726 MEDICAL BLVD, SUITE 101, NAPLES, FL 34109
                 ----------------------------------------------
                     Address of Principal Executive Offices:

                                 (239) 513-1992
                                 --------------
               Registrant's telephone number, including area code:

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:
                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such other shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.

                                  X YES    _ NO

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not be contained, to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  referencing  Part  III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  X
                     -

       The issuer's revenues for the most recent fiscal year were $93,491.

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  at  May  15,  2003  was $ 139,151 (Based on 1,987,875 shares held by
non-affiliates  and  a  closing  share  price  of  $0.07/share on May 15, 2003).
Shares  of common stock held by each officer and director and by each person who
owns  more  than  10% of the outstanding common stock have been excluded in that
such  persons  may  be deemed to be affiliates.  This determination of affiliate
status  is  not  necessarily  a  conclusive  determination  for  other purposes.

As  of  May  15,  2003,  18,409,416  common  shares  were  outstanding.

                   Documents Incorporated By Reference  - NONE

          Transitional small business disclosure format. _ Yes    X  No
                                                                  -



                                     PART I

FORWARD-LOOKING  STATEMENTS

     Certain  statements  contained  in  this  filing  are  "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995,  such as statements relating to financial results and plans for future
business  development  activities,  and  are thus prospective.  These statements
appear in a number of places in this Form 10-KSB and include all statements that
are  not  statements  of historical fact regarding intent, belief or our current
expectations, with respect to, among other things: (i) our financing plans; (ii)
trends  affecting  our  financial  condition or results of operations; (iii) our
growth  strategy and operating strategy; and (iv) the declaration and payment of
dividends.  The  words  "may,"  "would,"  "could," "will," "expect," "estimate,"
"anticipate,"  "believe,"  "intend,"  "plan,"  and  similar  expressions  and
variations  thereof  are  intended  to  identify  forward-looking  statements.

     Investors  and  prospective  investors  are  cautioned  that  any  such
forward-looking  statements are not guarantees of future performance and involve
risks and uncertainties, many of which are beyond our ability to control. Actual
results  may  differ  materially  from  those  projected  in the forward-looking
statements  as  a  result of various factors.  The factors that might cause such
differences  include, among others, the following: (i) any material inability of
us  to  successfully  internally  develop  our  products;  (ii)  any  changes in
technology  that  might  affect  the competitive positioning of our products and
services;  (iii)  any inability to manage our growth; (iv) any adverse effect or
limitations  caused  by  Governmental regulations; (v) any adverse effect on our
cash  flow  and  abilities to obtain acceptable financing in connection with our
growth plans; (vi) any increased competition in business; (vii) any inability of
us  to  successfully conduct our business in new markets; and (viii) other risks
including  those  identified  in  our  filings  with the Securities and Exchange
Commission.  We undertake no obligation to publicly update or revise the forward
looking  statements  made in this Form 10-KSB to reflect events or circumstances
after the date of this Form 10-KSB or to reflect the occurrence of unanticipated
events.



ITEM  1.     DESCRIPTION  OF  BUSINESS

    NeoGenomics,  Inc.,  a  Nevada  corporation  (referred  to  individually  or
collectively  with all of its subsidiaries as the "Company" in this Form 10-KSB)
is  the registrant for SEC reporting purposes and was originally incorporated as
American  Communications,  Enterprises, Inc. in October 1998.  In November 2001,
following a reverse acquisition of NeoGenomics, Inc, a Florida company (referred
to  as  "NeoGenomics"  or  the  "Operating Subsidiary" in this Form 10-KSB), the
registrant  changed its name to NeoGenomics, Inc. as well.  All share references
in  this  Form  10-KSB have been adjusted to reflect a 1:100 reverse stock split
which  was  effected  by  the  Company  on  April  16,  2002.

     NeoGenomics,  Inc.  owns  and  operates  a  medical  testing laboratory and
research facility based in Naples, Florida that is targeting the rapidly growing
genetic  and molecular testing subsegment of the medical laboratory market.  Our
common  stock  is  listed  on the NASDAQ Bulletin Board (OTCBB) under the symbol
"NGNM."  Our  business  plan  features  two  concurrent  objectives:

1.     Development  of  a  clinical laboratory to offer routine cytogenetics and
molecular  biology  testing  services;  and

2.     Development of a research laboratory to offer sponsored research services
to  other  companies  that  are  seeking  to  develop genomic products that will
determine  the genetic basis for female and neonatal diseases, cancers and other
forms  of  disease  (See  "Research  and  Development").

     The  vision  of  NeoGenomics  is  to merge a high-end genetic and molecular
testing  laboratory  with  ongoing  research  activities  to help bridge the gap
between  clinical  medicine  and  genomic  research.   We  believe  that  this
combination  will  allow  the  Company  to  speed  the  process of discovery and
innovation  and develop new advanced testing methods to identify the genetic and
molecular  causes  of  disease.  Over the last 2-3 years, advances in technology
and  genetic  research,  including  the complete sequencing of the human genome,
have  made  possible  a  whole  new set of tools to diagnose and treat diseases.
This  has  opened  up  a  vast  opportunity  for  laboratory  companies that are
positioned  to  address  this  growing  market  segment.

     The medical testing laboratory market can be broken down into three primary
segments:  clinical  lab  testing,  anatomic  pathology  testing,  and
genetic/molecular  testing.  Clinical labs typically are engaged in high volume,
high  automation  tests  on  blood  and urine.  Clinical lab tests often involve
testing  of  a  less urgent nature, for example, cholesterol testing and testing
associated  with routine physical exams.  This type of testing yields relatively
low  average  revenue  per  test.  Anatomic  pathology  ("AP")  testing involves
evaluation  of  tissue,  as in surgical pathology, or cells as in cytopathology.
AP  testing  typically  seeks  to  answer  the question: is it cancer?  The most
widely  known  AP  tests are Pap smears, skin biopsies, and tissue biopsies.  AP
tests  are typically more labor and technology intensive than clinical lab tests
and thus typically have higher average revenue per test than clinical lab tests.

     Genetic/molecular  testing  is the newest and fastest growing subset of the
laboratory  market.  Genetic  testing  or  "cytogenetics"  involves  analyzing
chromosomes  taken  from  the  nucleus  of  cells for abnormalities in a process
called  karyotyping.  A  karyotype  evaluates the entire 46 human chromosomes by
number, and banding patterns to identify abnormalities associated with diseases.
Examples of cytogenetics testing include amniocentesis testing of pregnant women
to  screen  for  genetic  anomalies  such as Down's syndrome in a fetus and bone
marrow  testing  to  screen  for  types of leukemia.  Molecular biology involves
testing  for  even  more  specific  causes  of  diseases  based  on  very  small
alterations  in  cellular biology and DNA.  Examples of common molecular biology
testing  include  screening  for  cystic  fibrosis  or  Tay-Sachs disease.  Both
cytogenetics and molecular biology have become important and accurate diagnostic
tools  over  the last five years and new tests are being developed monthly, thus
this  market  segment  is expanding rapidly.  Genetic/molecular testing requires
very specialized equipment and credentialed individuals (typically PhD level) to
certify  the  results.  As a result of the sophistication involved in performing
these tests, we believe that genetic/molecular testing typically has the highest
average  revenue/test  of  the  medical  testing  sub  segments.

                                        3


Comparison  of  the  Medical  Testing  Laboratory  Market  Segments:



ATTRIBUTES                       CLINICAL       ANATOMIC PATHOLOGY     GENETIC/MOLECULAR
---------------------------  -----------------  -------------------  ----------------------
                                                                                 
Testing Performed On         Blood, Urine        Tissue/cells        Chromosomes/
                                                                     molecules
Volume                       High               Low                  Low
Physician Involvement        Low                High - Pathologist   Low
Malpractice Insur. Required  Low                High                 Low
Other Professionals Req.     None               None                 Cyto Geneticist/
                                                                     Molecular Geneticist
Level of Automation          High               None                  moderate
Diagnostic in Nature         Usually Not        Yes                  Yes
Types of Diseases Tested     Many Possible      Cancer               Rapidly Growing
Estimated Revenue/Test       $5 - $35/Test      $25 - $100/Test      $200 - $800/Test
Estimated Size of Market     $25 - $30 Billion  $6.0 - $7.0 Billion  $1.0 - $2.0 Billion
Annual Est. Growth Rate of
Market                       4.0 -5.0%           6.0 - 7.0%           25.0 - 40+%

Source:   Wall  Street  Research  Analysts  and  Company  Estimates

HISTORICAL  DEVELOPMENT  OF  THE  COMPANY

     NeoGenomics,  Inc.  (f/k/a  American Communications Enterprises, Inc.)  was
incorporated  in  Nevada  in  1998  and  became  publicly-traded in August 1999.

     The  original  purpose  of  the  Company  was  to acquire and operate radio
stations  in  Texas  and  other  geographic  regions of the United States and to
develop related Internet services to complement the planned regional clusters of
radio  stations  in  such markets.  However, the Company was unable to raise the
capital  necessary to implement this business plan and began to pursue different
opportunities.

     In  November  2000,  after  a  change  in  control  of  the  Company, a new
management  team  reevaluated  the  Company's strategic plan.  At that time, the
then  management  concluded  that  shareholder  value  could  be  augmented  by
broadening  the  Company's  focus  from  the  radio  industry  to  the  broader
telecommunications  industry.  After  serious  difficulties  in  the  entire
telecommunications industry became apparent, management concluded that it should
focus  on  opportunities  relating  to  the  genomics  industry.

In the second half of 2001, we entered into negotiations to acquire NeoGenomics,
Inc., a Florida corporation ("NeoGenomics"). NeoGenomics, which was incorporated
in  Florida  on  June  1, 2001, traces its roots back to its founder Dr. Michael
Dent's 10 years of clinical experience in women's healthcare.  Dr. Dent realized
the  potential  for a multi-specialty approach to studying diseases in women and
neonates;  therefore,  Dr. Dent sought to combine a group of research scientists
from  different  fields  including  oncology,  molecular  biology, cytogenetics,
oncogenomics  and  proteinomics  for the purposes of creating a state-of-the-art
clinical  and  research  laboratory  dedicated  to  genetic  issues in medicine.

                                        4


     The  Company  acquired  NeoGenomics  on  November  14,  2001  in  a reverse
acquisition  transaction  that  resulted  in  another  change  in control of the
Company.  From  a  legal  perspective, the Company was the surviving company and
thus  continues  its  public reporting obligations.  However, from an accounting
perspective using generally accepted accounting principles, NeoGenomics acquired
the  Company.  Therefore,  all  financial  information  presented in this 10-KSB
includes  NeoGenomics'  standalone  results  from  the  period  June  1, 2001 to
November  13,  2001  and  the  combined companies' results from November 2001 to
December  31, 2002.  Pursuant to the reverse acquisition, we entered into a Plan
of  Exchange  with NeoGenomics, Tampa Bay Financial, Inc. ("TBF") and Michael T.
Dent,  M.D.  This  transaction  had  the  following  principal  terms:

-     The  Company acquired 100% of the outstanding shares of NeoGenomics, which
became  a wholly-owned subsidiary of the Company (hereinafter referred to as the
"Operating  Subsidiary").  In  January  2002, the name of the parent company was
changed  to  "NeoGenomics,  Inc."  as  well.

-     Dr.  Dent received 1,192,500 shares of our common stock.  He also received
the  right  to receive an additional 1,192,500 shares based upon the achievement
of  certain  milestones  by  NeoGenomics.

-     Dr.  Dent was appointed President of the Company and received the right to
appoint  a  majority  of  the  directors  of the Company.  Dr. Dent subsequently
appointed  Kevin  J.  Lindheim  as  a  director.

-     Tampa  Bay  Financial,  Inc.  agreed  to  purchase  450,000  shares of the
Company's  common  stock  for  a  price of $3.333 cents per share, or a total of
$1,500,000,  payable  upon  the  achievement  of  certain  milestones.

-     The  Company  agreed  to  engage Tampa Bay Financial to provide consulting
services  to  the  Company.  Under this agreement, the Company agreed to pay TBF
$10,000  per month for an initial term of one year.  The agreement was renewable
at TBF's option for two additional terms of one year each.  Under the consulting
agreement,  Tampa Bay Financial also had the right of first refusal with respect
to  any  future issuance of shares by the Company at a price per share which was
50%  of  the  price  per  share  paid  by  any  third  party.

-     The  Company  agreed  that  it would not engage in any reverse stock split
without  the  consent  of  Tampa  Bay  Financial  for a period of two (2) years.

-     Dr.  Dent  received  options  to  purchase  up  to 1,350,000 shares of the
Company's  common  stock,  which  were  to  vest upon the achievement of certain
milestones  set  forth  in  the  option  agreement.

     On May 16, 2002, the Company, Dr. Dent and Tampa Bay Financial entered into
a letter agreement amending the terms of the Plan of Exchange and certain of the
related  documents  (collectively  referred to as the "Modification Agreement").
Under  the  terms  of the Modification Agreement, the parties agreed as follows:

                                        5


     1.     The  parties  restructured  the obligation of Tampa Bay Financial to
purchase  450,000  shares  of  the  Company's  common stock.  In particular, the
Company agreed that TBF would immediately purchase 90,000 shares of common stock
at  a  price of $3.333 per share, or $300,000.  This amount was paid through the
cancellation  of  $190,000  of advances made by TBF to the Company together with
the additional payments of $110,000 during May 2002.  Tampa Bay Financial agreed
to  purchase  the remaining 360,000 shares at a price of $3.333 per share, or an
aggregate  price of $1.2 million, payable in 12 equal installments over a period
of  12  months  commencing  on  June  15,  2002.

     2.     The  Company  agreed  to issue 715,500 shares to Dr. Dent based upon
his fulfillment of the first three milestones set forth in the Plan of Exchange.
The  Company agreed to deliver the remaining 477,000 shares to Dr. Dent upon the
fulfillment  of  the  last  two  milestones  set  forth in the Plan of Exchange.

     3.     The  Company  agreed that Tampa Bay Financial would  have the  right
to receive the fees payable under its  consulting agreement through the issuance
of shares rather than the payment of cash.  In connection with this, the Company
agreed to issue 60,000 shares to TBF in exchange for $60,000 of  consulting fees
accrued through May 16, 2002. The Company further agreed to issue shares in lieu
of consulting fees during  the  next six months based upon the Company's current
stock price, provided, that  in  no event would Tampa Bay Financial receive more
than 10,000 shares  per  month.

     The  Company also agreed to amend the employment agreement with Dr. Dent to
provide  that  Dr.  Dent  would  have  the right to receive his salary under the
employment  agreement in the form of shares of common stock.  In connection with
this,  the  Company  agreed  to  issue 62,496 shares to Dr. Dent in exchange for
$62,496 of salary accrued through May 16, 2002.  The Company further agreed that
Dr.  Dent,  at his option, could receive shares of the Company in lieu of a cash
salary during the next six months, based upon the current stock price, provided,
that  in  no  event  would  Dr.  Dent receive more than 10,416 shares per month.

     4.     The  Company agreed to file a Form S-8 to cover any resale of shares
received  by  Dr.  Dent under his employment agreement or by Tampa Bay Financial
under  their  consulting  agreement.

     5.     The  Company  agreed  that  upon  the  occurrence of a "substitution
event," the Company would promptly issue to Tampa Bay Financial or its designees
the  balance  of  the 450,000 to be purchased by TBF under the Plan of Exchange.
Tampa  Bay  Financial  would pay the purchase price for the shares pursuant to a
non-recourse  promissory  note  payable  over  a  period  of three years without
interest.  Tampa Bay Financial's financial obligations under the promissory note
would  be secured by a pledge on the shares purchased by TBF.  Additionally, the
consulting  agreement  with  Tampa  Bay  Financial  would  be  terminated.

          For purposes of the Modification Agreement, a "substitution event" was
defined  to  mean  the  acquisition  of  any  person  of  more  than  20% of the
outstanding  shares  of  the  Company  (other  than  an acquisition by Tampa Bay
Financial  or  Dr.  Dent), the sale of all or substantially all of the assets of
the  Company,  or  a  merger,  share exchange or similar transaction, unless the
beneficial  owners  of  the  Company prior to the transaction continue to own at
least  80%  of  the  outstanding  shares  of  the Company after the transaction.

                                        6


     6.     The Company agreed to release Tampa Bay Financial for any failure to
fulfill its funding obligations in the original Plan of Exchange.  TBF agreed to
release  Dr.  Dent  and  the Company from any failure to complete the any of the
stages  set  forth  in  the  Plan  of  Exchange.

     During  the  Fall of 2002, Tampa Bay Financial failed to provide the agreed
upon  funding  at  the  times  and  in the amounts set forth in the Modification
Agreement.  As  a  result the Company was unable to implement important parts of
its  business  plan  and  encountered  severe liquidity problems.  To assist the
Company,  Dr.  Dent  arranged  for his Medical practice to advance approximately
$117,000  to  the  Company  and  he  further  agreed to defer all of his salary.

On  November  25,  2002, the Company notified Tampa Bay Financial that it was in
breach  of its obligations under the Plan of Exchange and Modification Agreement
due  to  TBF's  failure  to  provide the Company with $100,000 of funding due on
October 15, 2002 and an additional $100,000 of funding due on November 15, 2002.
The  Company  also  immediately  began to seek a new source of funding.  In late
December 2002, the Company's Board of Director's, based on feedback from funding
sources, determined that it would be infeasible to attract the amount of capital
needed  for  the  Company's  business  plan  unless  it  formally terminated its
relationship  with  Tampa Bay Financial and secured a full release of all of its
obligations there under, and specifically its obligations to TBF with respect to
a  "substitution  event"  (as  defined  above),  TBF's right of first refusal to
purchase  securities  at  a 50% discount to the price paid by any third parties,
and  the  Company's  restriction  on  effecting  a  reverse  stock  split.

On  December  23,  2002,  the Company and Tampa Bay Financial agreed to formally
terminate  all  of  their  agreements  with  one  another in order to facilitate
attracting  new  capital  to  the  Company  and  Carl L. Smith, an  affiliate of
Tampa  Bay, resigned from the Company's  Board  of  Directors.  As part of  this
termination agreement the Company  and  Tampa  Bay Financial fully  released one
another from any claims arising out of any breaches  of  the  Plan  of  Exchange
or the Modification Agreement.

On  April  15th, 2003, the Company entered into agreements with MVP 3 LP, a fund
controlled  by  Medical  Venture  Partners,  LLC,  and its principals to provide
approximately  $139,000  of  equity  financing  and  up  to $1.5 million of debt
financing in the form of a revolving credit facility to the Company.   Under the
terms  of the equity agreements, MVP 3 LP purchased 9,303,279 shares and each of
the  three principals of Medical Venture Partners LLC purchased 1,541,261 shares
of  the  Company at a price per share of $0.01 per share.  As a result of theses
equity purchases, the Company experienced another change of control and MVP 3 LP
and  its affiliates received  approximately  75% of the outstanding common stock
of the Company.

     As  a condition to these transactions, the Company, Dr. Michael Dent, MVP 3
LP  and  the  principals  of  Medical  Venture  Partners  have  entered  into  a
shareholders  agreement  that  provides  that  MVP  3, LP will have the right to
appoint  up  to  four  of  seven directors of the Company.  The Company has also
entered into a Registration Rights Agreement with MVP 3 LP and the principals of
Medical Venture Partners granting them certain demand and piggyback registration
rights.

     As  a  precondition to closing these transactions, Medical Venture Partners
required  the  Company  to undertake a 1 for 100 reverse stock split, and cancel
Dr.  Dent's  existing  option  agreement  and employment agreement.  The reverse
stock  split became effective on April 16, 2003 and all share references in this
Form  10-KSB have been adjusted to reflect this stock split.  Dr. Dent agreed to
terminate  his  option  agreement  effective  as  of  October  1,  2002  and his
employment  agreement  effective as of December 31, 2002.  Simultaneous with the
closing  of  the  equity and debt transactions with MVP 3 LP and its affiliates,
Dr.  Dent and the Company entered into a new employment agreement appointing Dr.
Dent  as  President and Chief Medical Officer of the Company for an initial term
of  12  months,  subject to renewal.  Dr. Dent's salary under the new employment
agreement  will  be  equal  to  20%  of  net  cash  flow  provided  by operating
activities,  up  to  a  maximum  of  $20,000 per month, plus an incentive bonus.

                                        7


BUSINESS  OF  NEOGENOMICS

SERVICES
--------

     We  operate  a  medical  testing and research laboratory located in Naples,
Florida.  We provide genetic and  molecular testing  services  for the following
purposes:

   - To  find  out  if  a  person  is  a  carrier  for  a  certain  disease.

   - To  learn if a person has an inherited predisposition to a certain disease,
like  breast  or  ovarian  cancer  (also  known  as  susceptibility  testing).

    - To  help  expecting  parents know  whether  their unborn child will have a
genetic  disease  or  disorder  (prenatal  testing).

    - To  confirm  diagnosis  of certain  diseases  or  disorders  (for example,
Leukemia  and  Down's  Syndrome).

     We  currently  offer  three  types  of  services:  cytogenetics  testing,
molecular  biology  testing  and  sponsored  research  services:

     CYTOGENETICS  TESTING.  Cytogenetics  testing is routinely used to identify
genetic abnormalities in pregnancy, as well as hematologic cancers.  Most of our
cytogenetics  testing  is  chromosome  analysis  done  through  a process called
karyotyping,  which  is an analysis  of  the chromosomes in a  single  cell from
one individual.  Currently, we  offer the following types of cytogenetics tests,
each of which  is  performed  on  different  types of biological  samples:  bone
marrow tests to assist in the diagnosis of leukemia  and lymphoma, amniocentesis
tests  to  assist in the diagnosis of pre-natal genetic anomalies such as Down's
syndrome, products of conception  tests  to  assist  in  determining  the causes
of miscarriage during pregnancy,  and  various  other  specialty  tests.

We believe that historically cytogenetics testing by large national laboratories
and  other  competitors has taken anywhere from 5-12 days on average to obtain a
complete  diagnostic  report.  We  believe  that  as  a  result  of  this,  many
practitioners  have  refrained  from  ordering  such  tests  because the results
traditionally were not returned within an acceptable diagnostic window.  We have
designed our business operations in order to complete our cytogenetics tests for
most  types  of  biological samples and produce a complete diagnostic report and
make  it  available  electronically with 2-3 days.  We believe these turn around
times  are  among  the best in the industry.  Furthermore, we believe that as we
continue to demonstrate these turnaround times to customers and the awareness of
the benefits of  cytogenetics  testing  continues  to  increase,  more  and more
practitioners  will  incorporate  cytogenetics  testing  into  their  diagnostic
regimes and thus drive incremental  growth  in  our  business.

As  an adjunct to traditional chromosome analysis, we plan to offer Fluorescence
In  Situ  Hybridization  (FISH) technology to expand the capabilities of routine
chromosome  analysis  in  prenatal testing.  FISH technology permits preliminary

                                        8

identification  of  the  most  frequently  occurring  numerical  chromosomal
abnormalities  in  a relatively rapid manner.  FISH, already commonly used as an
additional staining method (the colorization of chromosomes to highlight markers
and  abnormalities)  for metaphase analysis (cells in a divided state after they
are  cultured),  is  now  being  applied  to  interphase  chromosome  analysis
(uncultured,  single  cells).  During  the  past  5  years,  FISH  has  begun to
demonstrate  its considerable diagnostic potential. The development of molecular
probes  by  using DNA sequences of differing sizes, complexity, and specificity,
coupled  with  technological  enhancements  (direct labeling, multicolor probes,
computerized  signal  amplification,  and  image  analysis) make FISH a powerful
investigative  tool.  Although  FISH  has  great  potential  in  a  variety  of
cytogenetics  studies,  particular  attention  has  been  focused  on its use in
prenatal  diagnosis  of  chromosomal  anomalies, because of the speed with which
results  are  attainable  (traditional  amniocentesis  tests  take  6-7  days to
complete).  However,  as with all emerging technologies, the transition from the
developmental  phase  to  application as a standard diagnostic procedure must be
accompanied  by assurance of reliability, reproducibility, and accuracy, as well
as  by  guidelines  for  appropriate  use.

     MOLECULAR BIOLOGY TESTING.   Molecular biology testing involves testing DNA
and  other molecular structures to screen for and diagnose single gene disorders
and  hematological cancers such as cystic fibrosis and Tay-Sachs disease.  Today
there  are  tests for about 450 genetic diseases. However, the majority of these
tests  remain  available only to research laboratories and are only offered on a
limited basis to family members of someone who has been diagnosed with a genetic
condition.  About  50  genetic tests are more widely available for clinical use.
We  currently  provide these tests on an outsourced basis.  We anticipate in the
near future performing these tests within our facility as the number of requests
we  receive  for  these  types  of tests continues to increase and we expand our
clinical  staff.  Molecular  biology  testing  is a growing market with many new
diagnostic  tests  being  developed  every  year.  The  Company  is committed to
providing  the  latest  and  most  accurate testing to its clients, where demand
warrants  it.

     SPONSORED  RESEARCH.   Our  research  initiatives  are currently focused on
discovering  the underlying genetic causes of female diseases. Cancers and other
diseases of the ovary, uterus, cervix, and breast all have an underlying genetic
basis.  Identifying the genetic sequences unique to these diseases will allow us
to  develop tests to identify which individuals are at increased genetic risk of
developing these diseases.  We plan to collaborate with pharmaceutical and other
healthcare  companies  to  develop intellectual property that can be a source of
revenue.  In  addition,  we  believe  that  we  have  the  ability  to  develop
proprietary  tests that will allow for accurate screening and early detection of
various  female  and  other  genetic  diseases.

     In  order  to facilitate our research initiatives, we have formed alliances
with  Naples  Women's Center, Naples Community Hospital, and Florida Gynecologic
Oncology  for  the purpose of collecting blood and tissue study samples.  We are
collecting these samples at no charge to the Company through an informed consent
process  with  each  patient.  Naples  Women's  Center  is  a  medical  practice
controlled  by  Dr.  Michael  Dent,  our  President and currently has over 8,000
active  patients.

We  are  using these samples to compile a genetic database which ultimately will
link phenotypic (medical history) data with patients' genetic material.  We plan
to  use this information as a resource for our ongoing research projects as well
as  in  the  bio/genetic-informatics  arena.  We  believe that our collection of
genetic  samples  and  our genetic database will be a significant attraction for
companies  that  are  desirous of studying the underlying causes of disease.  We
expect  to  protect  our  genetic  database,  as  well  as  any  future  testing
methodology  discovered  in  order  to  sell  the  proprietary  rights  to  such
information  and  tests  to various other research and clinical laboratories and
pharmaceutical  companies.

                                        9

     Currently,  the  Company's  primary  sponsored  research  project  is  a
collaboration  with  Ciphergen  BioSystems,  Inc.  to  discover a bio-marker for
pre-eclampsia.  Pre-eclampsia  is  a  disease that only effects pregnant mothers
and  typically  is indicated by elevated blood pressure, edema, and proteinuria.
Pre-eclampsia  is  a  very serious disease and is the most common cause of fetal
and  maternal  mortality  during  pregnancy.  Pre-eclampsia  is  also  fairly
widespread,  affecting  some  10-15%  of  first time pregnant mothers worldwide.
Unfortunately,  a  definitive  diagnosis  for  pre-eclampsia  is  generally  not
possible  until the third trimester of pregnancy and the only known cure for the
disease  is to deliver the fetus prematurely.  Currently the determination as to
when  to  induce  labor is very difficult and fraught with risks to both mothers
and  infants.  If the infant is delivered too early, there are significant risks
of  complications  from  premature  delivery.  If obstetricians wait too long to
induce labor, there are significant risks to both the mother and the infant from
pre-eclampsia,  including  the  risk  of  death.

Bio-markers  are  unique  sequences of proteins which categorically indicate the
presence  of  a  disease  condition  and  provide  a mechanism for measuring the
severity  of  the  condition.  In  the  event,  we  are  able  to  discover this
bio-marker,  we believe that we can develop a test that will verify and quantify
the  pre-eclampsia  disease  state.  We  believe  such  a  test  would  have  a
potentially  wide  application  for obstetricians and gynecologists worldwide to
help them determine when to optimally induce labor for pre-eclamptic mothers and
thereby  reduce  the risk of death to both mother and baby.  We have purchased a
protein chip mass spectrometer to facilitate our discovery of potential proteins
that  may  be  associated  with  the  disease.  We expect to have completed this
project  over  the  next  six  to  nine months.

TARGET  MARKETS  AND  CUSTOMERS
-------------------------------

We  have  initially  targeted  all oncologists in southwest Florida that perform
bone  marrow  sampling.  In  addition,  we  are currently servicing a few select
obstetricians  that  perform  amniocentesis  testing.  We  expect to continue to
expand  our  client  base in this area over the next six months and to gradually
expand  our  market  presence  into  southeastern  Florida  and central Florida.
Within  this  geography,  we  currently  serve  the  following  types of testing
markets:

     CANCER  TESTING:   Historically,  the  majority of cytogenetics testing has
been  performed  on  bone  marrow samples in testing for leukemia and lymphomas.
Cells  obtained  from  bone marrow are grown in culture and used to determine if
certain  genetic anomalies exist in patients with leukemia.  This information is
used  to  determine  the  nature  of  the  cancer  and  determine an appropriate
treatment  regimen.  In  addition to cytogenetics testing, oncologists routinely
use  flow cytometry of bone marrow samples to diagnose  cancers.  Flow cytometry
is  a method of separating blood into its different cell types. This methodology
is  used  to  determine  what cell types within the blood of leukemia and cancer
patients  is  abnormal.  Flow  cytometry  is important in developing an accurate
diagnosis  and  defining  what treatment options are best for specific patients.
The  combination  of the two types of tests allows the findings from one test to
confirm  the  findings  of  another  test,  which leads to an even more accurate
diagnosis.

                                       10


The  Company  currently  offers cytogenetics testing and plans to begin offering
flow  cytometry  sometime later this year.  Management believes that by offering
both of these tests together as a bundled product while maintaining its industry
leading  turnaround  times,  the  Company can significantly increase its testing
volumes.  Management  estimates  that  flow  cytometry  tests  are  performed on
approximately three times as many bone marrow samples as are cytogenetics tests.
Furthermore,  we believe that many of the local oncologists that send samples to
us  for  cytogenetics  testing,  would welcome the convenience of having a local
laboratory  perform  both types of tests.  Thus we believe that by offering flow
cytometry we can derive significant increases in our testing volumes through our
existing  customer base, thereby affording the Company significant synergies and
efficiencies  in  our  sales  and  marketing  process.

PRENATAL TESTING:  A prenatal genetic test is an optional medical test available
to  people who are considered to be at increased risk for having children with a
chromosomal  abnormality  or an inherited genetic condition. Prenatal testing is
often  used to look for conditions such as Down's Syndrome, spina bifida, cystic
fibrosis,  Tay-Sachs  disease  and others that would show up in early childhood.
Two  procedures  are  used  in  prenatal  testing. Amniocentesis, which involves
taking a sample of amniotic fluid from the womb for analysis, can be done during
the  16th  through  20th weeks of pregnancy. Another procedure, chorionic villus
sampling (CVS), can be done earlier, at nine to 12 weeks.  Currently these tests
carry  a  risk of miscarriage.  Depending on the mother's age and other factors,
amniocentesis causes miscarriage in between 1 in 200 and 1 in 400 cases, and CVS
has  a  risk  of 1 in 100.   We believe that new genetic tests will be developed
over  the  next  three  years  that  will  significantly  reduce  this  risk  of
miscarriage  and  that  prenatal  genetic testing will increase as a result.  In
fact,  as  part  of  the  Company's  planned  research initiatives, we intend to
conduct  research  in  support  of developing a non-invasive amniocentesis test,
which  we believe could virtually eliminate miscarriage as a result of this type
of  test.

     Historically,  prenatal  testing  is offered to pregnant women over age 35,
because  their  babies are at greater risk for having abnormal chromosomes.  For
example, a 35-year-old woman has about a 1 in 200 chance of having a baby with a
chromosomal abnormality like Down's syndrome.  A 40-year-old woman has closer to
1  in 50 chance.  But prenatal testing is increasingly being offered to pregnant
women  of  all  ages.  In  the  third  quarter  of 2001, the American College of
Obstetricians  and  Gynecologists (ACOG) issued new guidelines recommending that
all  caucasian  women  who  are  pregnant  and  couples considering pregnancy be
offered  a  genetic  test  to determine if they are carriers of cystic fibrosis.
Current advances in genetic research make it possible to determine more and more
conditions  through  prenatal  testing,  and  we  expect  more  institutional
sponsorship  of  such  prenatal  testing  in  the  coming  years.

     In  addition  to  oncologists  and  obstetricians,  we  have identified the
following  other  potential customers for our cytogenetics and molecular biology
testing  services:

     1.     Local  perinatologists  (specialists  in high risk pregnancies)  and
genetics counselors;
     2.     Hospitals needing karyotyping performed on tissue and blood samples;
     3.     Hematologists  who  need the use of  diagnostic  molecular  biology,
cytogenetics  testing  and  flow  cytometry  testing.
     4.     Regional  reference  labs or  other larger laboratory companies that
can benefit  by our  industry  leading turnaround times and/or  by bundling  our
services with their own in order to offer a  more  complete  menu  of  services.

DISTRIBUTION  METHODS
---------------------

     The  Company performs all of its genetic testing at its clinical laboratory
facility  located  in  Naples,  Florida,  and  then  produces  a  report for the
requesting practitioner.  The Company currently out sources all of its molecular
biology testing to third parties, but expects to purchase the equipment for such
testing  in  the  coming  year.

                                       11


COMPETITION
-----------

     We  are engaged in segments of the medical testing laboratory industry that
are  competitive.  Competitive  factors  in  the  genetic  and molecular biology
testing  business  generally  include  reputation  of  the  laboratory, range of
services offered, pricing, convenience of sample collection and pick-up, quality
of  analysis  and  reporting  and  timeliness  of delivery of completed reports.

     Our competitors in the United States are numerous and include major medical
testing  laboratories  and  biotechnology  research  companies.  Some  of  these
competitors  may  have  more extensive research and development, regulatory, and
production capabilities.  Some competitors may have greater financial resources.
These  companies  may  succeed in developing products and services that are more
effective  than  any  that  we have or may develop and may also prove to be more
successful  than  we  are  in marketing such products and services. In addition,
technological  advances  or different approaches developed by one or more of our
competitors  may  render  our products obsolete, less effective or uneconomical.

     We  estimate  that  the United States market for cytogenetics and molecular
biology  testing  is divided among approximately 500 laboratories, many of which
offer  both  types  of  testing.  Of this total group, less than 20 laboratories
market  their  services  nationally.  We believe that the industry as a whole is
still  quite  fragmented,  with  the  top  20  laboratories  accounting  for
approximately  50%  of  market  revenues.

     Currently  there  are  no  other cytogenetics and molecular biology testing
facilities  in  the  Southwest  Florida  region.  Most large labs currently have
their  customers  in this area send their samples via an express mail service to
regional  centers,  which can be as far away as California.  We expect to gain a
significant  market  presence in the Southwest Florida region by offering faster
turn-around  times  due  to the proximity to our customers and high-quality test
reports.  In  addition, we are developing a fully integrated and interactive web
site  that  will  enable us to report real time results to customers in a secure
environment.

SUPPLIERS
---------

The  Company  orders  its  laboratory  and research supplies from large national
laboratory supply companies such as Fisher Scientific, Inc. and Physicians Sales
and  Service  Corp.  and  does  not believe any disruption from any one supplier
would  have  a  material  effect  on  its  business.

DEPENDENCE  ON  MAJOR  CUSTOMERS
--------------------------------

We  currently  market  our services to major hospitals and doctor's practices in
the  Southwest  Florida  area.  During  2002,  we  performed  215  individual
cytogenetics  and  molecular  biology  tests.  Approximately 54% or 117 of these
tests  were  performed on bone marrow specimens.  Of these Bone Marrow tests, 95
were  performed  by  23  different  doctors  on patients in the Naples Community
Hospital  system.  In  the  event  the  Naples Community Hospital system started
offering  a competing cytogenetics test capability in-house that could match our
industry  leading turn-around times at a competitive price, we could potentially
lose  a  large  referral  source  for  customers.

                                       12


TRADEMARKS
----------

     Our  NeoGenomics  logo  has been filed for trademark with the United States
Patent  and  Trademark  Office.

GOVERNMENT  REGULATION
----------------------

     Our  business is subject to government regulation at the federal, state and
local  levels,  some  of  which  regulations  are  described  under  "Laboratory
Operations,"  "Anti-Fraud  and  Abuse," "Confidentiality of Health Information,"
"Food  and  Drug  Administration"  and  "Other"  below.

LABORATORY  OPERATIONS

     Cytogenetics  and, Molecular Biology Testing.      The Company's laboratory
is  located  in  the state of Florida. Our laboratory has obtained certification
under the federal Medicare program, the Clinical Laboratories Improvement Act of
1967,  as  amended  by  the  Clinical  Laboratory Improvement Amendments of 1988
(collectively,  "CLIA  `88"),  and  the respective clinical laboratory licensure
laws  of  the  state  of Florida, where such licensure is required. The Clinical
Laboratories  Improvement  Act  provides  for  the  regulation  of  clinical
laboratories  by  the  U.S. Department of Health and Human Services. Regulations
promulgated  under  the  federal Medicare guidelines, the CLIA  and the clinical
laboratory  licensure  laws  of  the  state  of  Florida  affect  our  genetics
laboratory.

The  federal  and state certification and licensure programs establish standards
for  the  operation  of  medical  laboratories,  including,  but not limited to,
personnel  and  quality  control.  Compliance with such standards is verified by
periodic  inspections  by  inspectors  employed  by  federal or state regulatory
agencies. In addition, federal regulatory authorities require participation in a
proficiency  testing  program  approved  by  HHS for many of the specialties and
subspecialties  for  which a laboratory seeks approval from Medicare or Medicaid
and  certification  under  CLIA `88. Proficiency testing programs involve actual
testing  of  specimens  that have been prepared by an entity running an approved
program  for  testing  by  a  laboratory.

A  final  rule  implementing  CLIA  `88,  published by HHS on February 28, 1992,
became  effective  September  1,  1992.  This  rule  has been revised on several
occasions  and  further  revision  is  expected.  The  CLIA  `88 rule applies to
virtually  all  clinical  laboratories  in  the  United  States,  including  our
laboratory.  We  have  reviewed  our  operations  as  they  relate  to CLIA `88,
including,  among  other  things,  the  CLIA  `88  rule's requirements regarding
laboratory  administration,  participation  in proficiency testing, patient test
management,  quality  control,  quality assurance and personnel for the types of
testing  we undertake, and believe we are in compliance with these requirements.
No  assurances  can be given that our laboratory will pass inspections conducted
to  ensure  compliance  with  CLIA `88 or with any other applicable licensure or
certification  laws.  The sanctions for failure to comply with CLIA `88 or state
licensure  requirements  might  include  the  inability  to perform services for
compensation  or  the suspension, revocation or limitation of the labs' CLIA `88
certificate  or  state  license,  as  well  as  civil and/or criminal penalties.

     Regulation  of  Genetic Testing. In 2000, the Secretary of Health and Human
Services  Advisory  Committee  on  Genetic Testing published recommendations for
increased  oversight  by  the  Centers  for  Disease Control and the FDA for all
genetic  testing.  This  committee  continues  to  meet  and  discuss  potential
regulatory  changes,  but no additional formal recommendations have been issued.

                                       13


With  respect to genetic therapies, which may become part of our business in the
future,  in  addition to FDA requirements, the National Institutes of Health has
established  guidelines  providing  that transfers of recombinant DNA into human
subjects  at  NIH  laboratories  or  with  NIH funds must be approved by the NIH
Director.  The  NIH  has  established  the Recombinant DNA Advisory Committee to
review  gene therapy protocols. We expect that all of our gene therapy protocols
will  be  subject  to  review  by  the  Recombinant  DNA  Advisory  Committee.

ANTI-FRAUD  AND  ABUSE  LAWS

     Existing  federal  laws  governing  Medicare  and Medicaid, as well as some
other  state and federal laws, also regulate certain aspects of the relationship
between  healthcare providers, including clinical and anatomic laboratories, and
their  referral sources, including physicians, hospitals and other laboratories.
One  provision  of  these  laws,  known  as  the  "anti-kickback  law," contains
extremely  broad  proscriptions.  Violation  of  this  provision  may  result in
criminal  penalties, exclusion from Medicare and Medicaid, and significant civil
monetary  penalties.

     In  January  1990,  following  a study of pricing practices in the clinical
laboratory industry, the Office of the Inspector General ("OIG") of HHS issued a
report  addressing  how these pricing practices relate to Medicare and Medicaid.
The OIG reviewed the industry's use of one fee schedule for physicians and other
professional  accounts and another fee schedule for patients/third-party payors,
including Medicare, in billing for testing services, and focused specifically on
the  pricing  differential  when  profiles  (or established groups of tests) are
ordered.

     Existing  federal  law authorizes the Secretary of HHS to exclude providers
from  participation  in  the Medicare and Medicaid programs if they charge state
Medicaid  programs  or  Medicare  fees "substantially in excess" of their "usual
charges."  On  September  2,  1998,  the  OIG  issued  a  final rule in which it
indicated  that  this  provision has limited applicability to services for which
Medicare  pays  under  a  Prospective  Payment System or a fee schedule, such as
anatomic  pathology  services  and  clinical  laboratory  services.  In  several
Advisory  Opinions,  the  OIG  has  provided  additional  guidance regarding the
possible  application  of  this  law,  as  well  as  the  applicability  of  the
anti-kickback laws to pricing arrangements. The OIG concluded in a 1999 Advisory
Opinion  that  an  arrangement  under  which  a  laboratory  offered substantial
discounts  to  physicians for laboratory tests billed directly to the physicians
could  potentially  trigger  the  "substantially  in excess" provision and might
violate  the  anti-kickback  law, because the discounts could be viewed as being
provided  to  the  physician  in  exchange  for  the physician's referral to the
laboratory  of  non-discounted  Medicare  business,  unless  the discounts could
otherwise  be justified. The Medicaid laws in some states also have prohibitions
related  to  discriminatory  pricing.

     Under  another  federal  law,  known  as  the "Stark" law or "self-referral
prohibition,"  physicians  who  have  an investment or compensation relationship
with  an  entity  furnishing  clinical  laboratory  services (including anatomic
pathology  and  clinical  chemistry  services)  may  not,  subject  to  certain
exceptions,  refer  clinical  laboratory  testing  for Medicare patients to that
entity.  Similarly,  laboratories may not bill Medicare or Medicaid or any other
party  for  services  furnished  pursuant to a prohibited referral. Violation of
these  provisions may result in disallowance of Medicare and Medicaid claims for
the  affected  testing  services,  as  well  as the imposition of civil monetary
penalties.  Some  states  also  have  laws  similar  to  the  Stark  law.

     We  will  seek  to  structure  our  arrangements  with physicians and other
customers  to be in compliance with the anti-kickback, Stark and state laws, and
to  keep  up-to-date  on  developments  concerning  their application by various
means,  including  consultation  with  legal counsel.  However, we are unable to
predict  how  these laws will be applied in the future, and no assurances can be
given  that  its  arrangements  will  not become subject to scrutiny under them.

                                       14


     In  February  1997  (as  revised  in August 1998), the OIG released a model
compliance  plan  for  laboratories that is based largely on corporate integrity
agreements  negotiated  with  laboratories  that  had settled enforcement action
brought  by  the  federal  government related to allegations of submitting false
claims.  We  have  adopted aspects of the model plan that we deem appropriate to
the  conduct  of  our  business.  We  are  unable to predict whether, or to what
extent,  these  developments  may  have  an  impact  or  the  utilization of our
services.

CONFIDENTIALITY

     The  Health  Insurance Portability and Accountability Act of 1996 ("HIPAA")
contains  provisions  that  affect  the  handling  of  claims  and other patient
information  that  are,  or  have  been,  transmitted  electronically.  These
provisions, which address security and confidentiality of patient information as
well  as  the  administrative  aspects  of  claims  handling,  have  very  broad
applicability and they specifically apply to healthcare providers, which include
physicians  and  clinical  laboratories.  Rules  implementing various aspects of
HIPAA  are  continuing  to  be  developed.  National  standards  for  electronic
healthcare  transactions  were  published  by  HHS  on  August  17,  2000.  The
regulations  establish  standard  data  content  and  formats  for  submitting
electronic  claims  and other administrative health transactions. All healthcare
providers  will  be able to use the electronic format to bill for their services
and  all  health  plans  and  providers  will  be  required  to  accept standard
electronic  claims, referrals, authorizations, and other transactions. Under the
regulation, all electronic claims transactions must follow a single standardized
format.  All  health  plans,  providers  and clearinghouses must comply with the
standards  by  October  2003.  Failure  to comply with this rule could result in
significant  civil and/or criminal penalties. Despite the initial costs, the use
of  uniform  standards  for  all  electronic  transactions could lead to greater
efficiency  in  processing  claims  and  in  handling  health  care information.

     On December 28, 2000, HHS published rules governing the use of individually
identifiable  health  information.  The  regulation  protects  certain  health
information  ("protected health information" or "PHI") transmitted or maintained
in  any form or medium, and requires specific patient consent for the use of PHI
for  purposes  of  treatment,  payment or health care operations. For most other
uses  or disclosures of PHI, the rule requires that covered entities (healthcare
plans,  providers  and clearinghouses) obtain a valid patient authorization. For
purposes  of  the  criminal  and  civil  penalties imposed under Title XI of the
Social  Security  Act,  the current date for compliance is 2003.  Complying with
the  Standards,  Security and Privacy rules under HIPAA will require significant
effort  and  expense  for  virtually  all  entities  that  conduct  healthcare
transactions  electronically  and  handle  patient  health  information.  We are
unable  to  accurately  estimate  the total cost or impact of the regulations at
this  time.  Those  costs,  however,  are  not  expected  to  be  material.

     In  addition  to  the  HIPAA rules described above, we are subject to state
laws regarding the handling and disclosure of patient records and patient health
information.  These  laws  vary  widely, and many states are passing new laws in
this  area.  Penalties  for  violation  include sanctions against a laboratory's
licensure  as  well  as  civil  or  criminal  penalties.  We  believe  we are in
compliance  with  applicable  state  law regarding the confidentiality of health
information.

                                       15


FOOD  AND  DRUG  ADMINISTRATION

     The  FDA  does not currently regulate laboratory testing services, which is
our principal business.  However, we plan to perform some testing services using
test  kits  purchased  from  manufacturers  for which FDA premarket clearance or
approval  for commercial distribution in the United States has not been obtained
by  the  manufacturers  ("investigational  test  kits").  Under  current  FDA
regulations  and  policies,  such  investigational  test  kits  may  be  sold by
manufacturers  for  investigational  use only if certain requirements are met to
prevent commercial distribution. The manufacturers of these investigational test
kits  are responsible for marketing them under conditions meeting applicable FDA
requirements.  In January 1998, the FDA issued a revised draft Compliance Policy
Guide ("CPG") that sets forth FDA's intent to undertake a heightened enforcement
effort with respect to investigational test kits improperly commercialized prior
to  receipt  of  FDA  premarket  clearance  or  approval.  That draft CPG is not
presently  in  effect  but,  if  implemented  as  written,  would  place greater
restrictions on the distribution of investigational test kits.  If we were to be
substantially  limited in or prevented from purchasing investigational test kits
by  reason  of  the  FDA finalizing the new draft CPG, there could be an adverse
effect  on  our  ability  to  access new technology, which could have a material
adverse  effect  on  our  business.

     We  also may perform some testing services using reagents, known as analyte
specific reagents ("ASRs"), purchased from companies in bulk rather than as part
of  a  test  kit.  In  November  1997,  the  FDA issued a new regulation placing
restrictions on the sale, distribution, labeling and use of ASRs.  Most ASRs are
treated  by  the FDA as low risk devices, requiring the manufacturer to register
with  the  agency,  list  its  ASRs  (and  any  other  devices), conform to good
manufacturing practice requirements, and comply with medical device reporting of
adverse  events.

     A  smaller  group  of  ASRs,  primarily  those used in blood banking and/or
screening  for fatal contagious diseases (e.g., HIV/AIDS), are treated as higher
risk  devices  requiring  premarket  clearance  or  approval from the FDA before
commercial  distribution  is  permitted.  The  imposition  of  this  regulatory
framework  on ASR sellers may reduce the availability or raise the price of ASRs
purchased  by  laboratories  like  ours.  In  addition,  when  we perform a test
developed in-house, using reagents rather than a test kit cleared or approved by
the FDA, we are required to disclose those facts in the test report. However, by
clearly  declining  to  impose  any  requirement  for  FDA premarket approval or
clearance for most ASRs, the rule removes one barrier to reimbursement for tests
performed  using  these ASRs.  We have no plans to perform testing in these high
risk  areas.

OTHER

     Our  operations  currently are, or may be in the future, subject to various
federal,  state and local laws, regulations and recommendations relating to data
protection,  safe working conditions, laboratory and manufacturing practices and
the  purchase,  storage,  movement, use and disposal of hazardous or potentially
hazardous substances used in connection with our research work and manufacturing
operations,  including  radioactive  compounds  and  infectious  disease agents.
Although  we  believe  that  our  safety  procedures  comply  with the standards
prescribed  by  federal, state and local regulations, the risk of contamination,
injury or other accidental harm cannot be eliminated completely. In the event of
an  accident,  we  could  be  held  liable  for  any damages that result and any
liabilities  could  exceed our resources. Failure to comply with such laws could
subject  an  entity  covered  by  these laws to fines, criminal penalties and/or
other  enforcement  actions.

                                       16


Pursuant  to the Occupational Safety and Health Act, laboratories have a general
duty  to  provide a work place to their employees that is safe from hazard. Over
the  past  few years, the Occupational Safety and Health Administration ("OSHA")
has  issued  rules relevant to certain hazards that are found in the laboratory.
In addition, OSHA has promulgated regulations containing requirements healthcare
providers  must follow to protect workers from blood borne pathogens. Failure to
comply  with  these regulations, other applicable OSHA rules or with the general
duty  to  provide  a  safe  work  place  could  subject  employers,  including a
laboratory  employer  such  as  the Company, to substantial fines and penalties.

NUMBER  OF  EMPLOYEES
---------------------

     As  of  May  15, 2003, we had seven employees, of which five were full-time
employees.  Our  President  and  one  other  person  serve on a part-time basis.
Unions represent none of our employees and we believe our employee relations are
good.


ITEM  2.     PROPERTIES

     Our  executive offices are located at the offices the Naples Women's Center
located  at  1726  Medical Blvd, Suite 101, Naples, Florida.   Dr. Michael Dent,
our  President,  provides  this  space  to  us  without  charge.

Our  laboratory  is  currently  located  in  a 2200 square foot facility at 1085
Business  Lane,  #8,  Naples,  Florida,  34108.  We  lease  this  space  from an
unaffiliated  third  party  on a month to month basis at a cost of $2,500/month.

On  May  13,  2003,  we  entered  into  a new three year lease agreement with an
unaffiliated  third  party  to  relocate  our  laboratory to a 5,175 square foot
facility  located  at  12701  Commonwealth Drive, #8, Fort Myers, Florida 33913.
This  lease  will  become effective in July 2003 and will have an annual cost of
approximately  $72,000.


ITEM  3.     LEGAL  PROCEEDINGS

     Not  applicable.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     Not  applicable.


                                     PART II

ITEM  5.     MARKET  FOR  THE  COMPANY'S  COMMON  EQUITY AND RELATED STOCKHOLDER
MATTERS

     Our common stock is quoted on the OTC Bulletin Board.  Set forth below is a
table  summarizing  the  high and low bid quotations for our common stock during
its last two fiscal years adjusted for the 1:100 reverse stock split consummated
on  April  16,  2003.  All other share references in this Form 10-KSB have  also
been  adjusted  to  reflect  this  1:100  reverse  stock  split.

                                       17





QUARTER                   HIGH BID         LOW BID
----------------          ---------        --------
                                     
1st Quarter 2001          $   17.50        $   2.50
2nd Quarter 2001          $    5.00        $   1.20
3rd Quarter 2001          $    3.90        $   0.70
4th Quarter 2001          $    3.50        $   1.20

1st Quarter 2002          $    2.50        $   0.90
2nd Quarter 2002          $    2.00        $   0.90
3rd Quarter 2002          $    1.40        $   0.70
4th Quarter 2002          $    1.50        $   0.60

1st Quarter 2003          $    1.00        $   0.35


     The  above  table is based on over-the-counter quotations. These quotations
reflect  inter-dealer  prices,  without retail mark-up, markdown or commissions,
and may not represent actual transaction.  All historical data was obtained from
the  BigCharts.com  web  site.

     As  of  March  31, 2003 there were 344 stockholders of record of the common
stock.  We  have  never declared or paid cash dividends on our common stock.  We
intend  to retain all future earnings to finance future growth and therefore, do
not  anticipate  paying  any  cash  dividends  in  the  foreseeable  future.

SALES  OF  UNREGISTERED  SECURITIES
-----------------------------------

     In  2001,  we  issued 78,358 shares of common stock to Tampa Bay Financial,
Inc.  in  settlement  of  debts  in the amount of $156,410.  The transaction was
valued at $2.00 per share based on the trading value of our stock at the time of
the transaction.  The transaction involved the issuance of unregistered stock to
a  small  group of sophisticated investors in a transaction that we believed was
exempt  from  registration  under  Section  4(2)  of the Securities Act of 1933.

     In  2001, we issued 2,385,000 shares of common stock in connection with the
reverse acquisition transaction with NeoGenomics.  The transaction  involved the
issuance  of  unregistered stock to a single sophisticated investor (Dr. Michael
Dent)  in  a  transaction  that  we  believed was exempt from registration under
Section  4(2)  of  the  Securities  Act  of  1933.

     In  2002,  we  issued  222,385  shares  of  common  stock  in  exchange for
employment  and  consulting  services  valued at $229,021, and 210,000 shares of
common  stock in exchange for the cancellation of $700,000 in cash advances from
Tampa  Bay  Financial,  Inc.  All  of  the  stock was issued to a small group of
sophisticated  investors  in  a transaction that the Company believes was exempt
from  registration  under Rule 506 promulgated under the Securities Act of 1933.

In  April  2003,  we  issued  13,927,062 shares of common stock to MVP 3, LP and
three  individuals  who  are  principals  of MVP 3, LP in exchange for $139,271.
This  transaction  involved  the  issuance  of  unregistered stock to accredited
investors  in  transactions that we believed were exempt from registration under
Section  4(2)  of  the  Securities  Act  of  1933.

                                       18


SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS
-------------------------------------------------------------------------



                                                                               
                      Number of securities to be issued  Weighted average exercise      Number of securities
                      upon exercise of outstanding       price of outstanding options,  remaining available for
Plan Category         options, warrants and rights       warrants and rights            future issuance
--------------------  ---------------------------------  -----------------------------  ------------------------

Equity compensation
plans approved by                0 (a)                               N/A                       1,000,000
security holders
--------------------   ---------------------------------  -----------------------------  ------------------------
Equity compensation
plans not approved.              N/A                                 N/A                        None
by security holders
--------------------   ---------------------------------  -----------------------------  ------------------------

 Total                             0                                 N/A                       1,000,000
--------------------   ---------------------------------  -----------------------------  ------------------------

(a)  Currently  there  are  no awards outstanding under the Company's 2001 Stock
Plan.


ITEM  6.     MANAGEMENTS  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

OVERVIEW.
--------

     The  following  discussion should be read in conjunction with the financial
statements  for  the  period  ended  December  31,  2002 included with this Form
10-KSB.

     Information  related  to  our  predecessor  entity, American Communications
Enterprises,  Inc.  ("ACE"), has been omitted.    ACE was formed in 1998 for the
purpose  of  operating  radio  stations and businesses within the communications
industry.  ACE  later  changed  its  focus to genomics, which included acquiring
NeoGenomics,  Inc. ("NeoGenomics"), a private company desiring to become public,
in  a  reverse  acquisition  in  November  2001.  From  a legal perspective, the
Company  was  the  surviving  company  and  thus  continues its public reporting
obligations.  However,  from an accounting perspective, NeoGenomics acquired the
Company.  Therefore, all financial information presented in this 10-KSB includes
NeoGenomics'  standalone  results  from  the  period  June  1,  2001  (date  of
incorporation)  to  November  13,  2001 and the combined companies' results from
November  2001  to  December  31,  2002.

     Certain  information  included  herein  contains statements that constitute
"forward-looking  statements"  containing  certain  risks  and  uncertainties.
Readers  are  referred  to  the  cautionary  statement  at the beginning of this
report,  which  addresses  forward-looking  statements  made  by  us.

     NeoGenomics,  Inc.  is considered to be in the development stage as defined
in  Financial  Accounting  Standards  Board  Statement  No.  7.  The  Company is
currently  focused  on  genetic  and  molecular  biology  laboratory testing and
genomic  research.

CRITICAL  ACCOUNTING  POLICIES
------------------------------

     Our  critical  accounting policies, including the assumptions and judgments
underlying  them,  are  disclosed  in the Notes to the Financial Statements.  We
have  consistently  applied  these  policies  in all material respects.  At this
stage  of  our  development, these policies primarily address matters of expense
recognition.  Although we anticipate that revenue recognition issues will become
critical  in  future  years,  the small amount of revenue that we have earned at
this  stage minimizes the impact of any judgments regarding revenue recognition.
Management  does  not  believe  that  our  operations  to  date  have  involved
uncertainty  of  accounting treatment, subjective judgment, or estimates, to any
significant  degree.

                                       19


RESULTS  OF  OPERATIONS  FOR  THE  TWELVE  MONTHS  ENDED  DECEMBER  31,  2002
-----------------------------------------------------------------------------

     We  commenced  revenue  operations  in May of 2002, thus comparisons to the
prior  year  is  not  meaningful.

     During  the twelve months ended December 31, 2002, we generated revenues of
approximately  $93,500,  of  which  approximately $57,000 occurred in the fourth
quarter  of 2002.  Our costs of revenue approximated $190,000, which resulted in
a  negative gross margin of approximately $96,500 primarily as a result of costs
incurred  to  obtain  our laboratory certification and start our operations.  We
expect  our  gross margin to improve significantly in 2003 as our sales increase
and  we  no  longer have the costs associated with the laboratory certification.
Our  general  and  administrative  expenses  were approximately $482,000 and are
mainly  comprised  of  administrative  service expenses, wages and depreciation.
Research  and  development  expenses  were  approximately $46,500 and are mainly
comprised  of  wages  and other expenses to put our research program into place.
Interest expenses were approximately $7,000 and are mainly comprised of interest
payable  on  advances  from  Naples  Women's  Center,  a  company  owned  by our
president.

     As  a  result  of  the  foregoing,  we incurred a net loss of approximately
$590,500 for the year ended December 31, 2002.  This loss is significantly lower
then our reported net loss of approximately $2,053,000 for the nine months ended
September  30,  2002  resulting  primarily  from  the  reversal of approximately
$1,721,000  in  stock  based  compensation charges, during the fourth quarter of
2002  related  to  the  cancellation  of  an option agreement with our president
during  that  quarter.  We  also increased our revenues to approximately $57,000
during  the fourth quarter of 2002 compared to approximately $36,000 in revenues
during  the  previous  nine  months  of  2002.

     We  received  our  clinical  laboratory  certification  under  the Clinical
Laboratories  Improvement  Act  ("CLIA")  in  April 2002.  CLIA provides for the
regulation  of  clinical laboratories by the U.S. Department of Health and Human
Services.  Regulations  promulgated  under  the CLIA act, among other government
regulations,  govern the operations of our genetics laboratory. We commenced our
genetics  and  molecular biology testing operations in May 2002.  Between May 1,
2002 and December 31, 2002, we billed approximately $93,500 for 215 cytogenetics
and  molecular  biology tests, of which approximately $57,000 was billed for 120
cytogenetics  and  molecular  biology  tests  in  the  fourth  quarter.

     Revenues  per  test  are  a function of both the nature of the test and the
payer  (Medicare, Medicaid, third party insurer, etc.).  Our policy is to record
as  revenue  amounts  that we expect to collect based on published or contracted
amounts and prior experience with the payer.   We have established a reserve for
uncollectible  amounts  based  on  estimates  of  what  we  will  collect  from
co-payments  and  those  procedures performed that are not covered by insurance.
On  December  31, 2002, our Allowance for Doubtful Accounts reserve was $12,762.

                                       20


RESULTS  OF  OPERATIONS  FOR  THE PERIOD FROM JUNE 1, 2001 TO DECEMBER 31, 2002.
--------------------------------------------------------------------------------

     During  the  period  from  June  1, 2001 to December 31, 2002, we generated
revenues  and  costs  of  revenue  of approximately $94,000 and $190,000, and we
incurred a net loss of approximately $8,668,000.  Our net loss included non-cash
stock-based  compensation  expense  of  approximately  $7,944,000.  This expense
included  $7,715,000  of  compensation  expense  incurred in connection with our
reverse  acquisition  of  NeoGenomics  in  November  2001  and other stock based
compensation  and  consulting  expenses  since  that  time.  Our  general  and
administrative  expenses were approximately $600,000 and are mainly comprised of
administrative  service  expenses,  wages  and  depreciation.  Research  and
development  expenses  were  approximately  $46,500  and are mainly comprised of
wages  and  other  expenses  to  put  our research program into place.  Interest
expenses  were approximately $7,000 and are mainly comprised of interest payable
on  advances  from  our  President.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------

     During  the twelve months ended December 31, 2002, our operating activities
used  approximately  $385,000  in  cash.  This amount primarily represented cash
used  to pay general and administrative expenses associated with our operations.
We  also spent approximately $418,000 on new equipment.  We were able to finance
operations  and  equipment  purchases  primarily  through  net  advances  of
approximately  $726,000  received  from  significant  shareholders  and  other
affiliates.  At  December  31, 2002, we had no cash or cash equivalents and owed
approximately  $13,500  to  our  bank.

     On  May  16,  2002,  Tampa  Bay  Financial, Inc. ("TBF") agreed in a letter
agreement  to  purchase  450,000 shares of our common stock for a price of $3.33
per  share,  or  a  total of $1,500,000.  Through October 2002, TBF had advanced
$700,000  under  this  agreement.  In November 2002, a dispute arose between the
Company  and  TBF  with  respect  to  the parties obligations to each other.  On
November  25,  2002,  the  Company  notified  TBF  that  it was in breach of its
obligations under the agreement due to TBF's failure to provide the Company with
$100,000  of  funding  due  on  October  15,  2002 and an additional $100,000 of
funding  due on November 15, 2002.  The Company also immediately began to seek a
new  source  of  funding.  In  late  December  2002,  the  Company's  Board  of
Director's,  based on feedback from funding sources, determined that it would be
infeasible  to  attract  the amount of capital needed for the Company's business
plan unless it formally terminated its relationship with Tampa Bay Financial and
secured  a  full  release of all of its obligations thereunder, and specifically
its  obligations  to  TBF  with  respect  to  selling a significant stake in the
Company,  TBF's  right of first refusal on such sales to purchase stock at a 50%
discount,  and  the  Company's  restriction  on effecting a reverse stock split.

On  December  23,  2002,  the Company and Tampa Bay Financial agreed to formally
terminate  all  of  their  agreements  with  one  another in order to facilitate
attracting  new  capital  to the Company and Carl L. Smith, an affiliate of TBF,
resigned  from  the  Company's Board of Directors.   As part of this termination
agreement  the  Company  and Tampa Bay Financial fully released one another from
any  claims  arising out of any breaches of the original Plan of Exchange, dated
November  14,  2001 or the subsequent Letter Agreement, dated May 16, 2002 which
amended  the terms of the original Plan of Exchange and various other documents.

On  April  15th,  2003,  the Company entered into agreements with MVP 3 LP ("MVP
3"),  a  fund controlled by Medical Venture Partners, LLC, and its principals to
provide  approximately  $139,000  of  equity financing and up to $1.5 million of
debt  financing  in the form of a revolving credit facility to the Company.   On
April  16,  2003,  under  the  terms  of  the equity agreements, MVP 3 purchased
9,303,279  shares  and  each of the three principals of Medical Venture Partners
LLC  purchased 1,541,261 shares of the Company at a price per share of $0.01 per
share for a total of approximately $139,000 and the Company drew down an initial
advance  of  $225,000  under  the revolving credit facility.  As a result of the
equity  purchases, the Company experienced a change of control and MVP 3 and its
affiliates  received  approximately  75%  of the outstanding common stock of the
Company.

                                       21


Under  the  terms of the revolving credit agreement, advances to the Company are
limited,  at any given time, to the sum of i) 50% of our net property, plant and
equipment;  (ii)  80% of our accounts receivable that are less than 90 days old;
and  (iii)  beginning on July 1, 2003, $500,000 that is not tied to any specific
collateral.  Interest under the revolving credit agreement is payable monthly at
the prime rate plus a spread of 8.0%.  In order to facilitate the administration
of  this  revolving  credit  facility  and  fund  the Company, MVP 3, arranged a
similar  credit  facility  with  Fifth  Third  Bank.  The Company has provided a
guaranty  of  MVP  3's  obligations to Fifth Third Bank for all amounts that are
directly  passed through MVP 3 and further loaned to the Company and has pledged
all  of  its  business  assets  to  both  Fifth  Third  Bank  and  MVP  3,  LP.

     As  a condition to these transactions, the Company, Dr. Michael Dent, MVP 3
and  the principals of Medical Venture Partners have entered into a shareholders
agreement  that provides that MVP 3 will have the right to appoint up to four of
seven  directors  of  the  Company.  The  Company  has  also  entered  into  a
Registration  Rights  Agreement with MVP 3 and the principals of Medical Venture
Partners  granting  them  certain  demand  and  piggyback  registration  rights.

     As  a  precondition to closing these transactions, Medical Venture Partners
required  the  Company  to undertake a 1 for 100 reverse stock split, and cancel
Dr.  Dent's  existing  option  agreement  and employment agreement.  The reverse
stock  split became effective on April 16, 2003 and Dr. Dent agreed to terminate
his  option  agreement  effective  as  of  October  1,  2002  and his employment
agreement  effective  as of December 31, 2002.  Simultaneous with the closing of
the equity and debt transactions with MVP 3 and its affiliates, Dr. Dent and the
Company entered into a new employment agreement appointing Dr. Dent as President
and  Chief  Medical  Officer  of  the  Company for an initial term of 12 months,
subject  to  renewal.  Dr. Dent's salary under the new employment agreement will
be  equal  to  20%  of  net  cash flow provided by operating activities, up to a
maximum  of  $20,000  per  month,  plus  an  incentive  bonus.

     Also,  in  September  2002,  we  entered  into  an  agreement  to  perform
collaborative  research  with  Ciphergen  Biosystems,  Inc. ("Ciphergen").  If a
patented product or service results from this research, the patenting party will
be  obligated  to  pay a 4% royalty to the other party.  In addition, each of us
are to own 50% of any inventions developed jointly as a result of this research.
In  October  2002, Ciphergen awarded us with a $100,000 research grant, which we
have  agreed  to use to purchase supplies, labor and equipment for the research.
As  of December 31, 2002, we had not performed any of the testing, nor spent any
of  the  $100,000;  accordingly,  such  amount  has  been recorded as a deferred
revenue  liability  in  the  accompanying  consolidated  balance  sheet.

     At  the  present  time,  we  have  very  limited cash resources.  We do not
anticipate that we will generate significant cash flow from operating activities
until  2004.  As  a result, we anticipate that we will require at least $700,000
of  additional  working  capital financing during the next 12 months in order to
meet  our working capital requirements during this period.  We currently plan to
finance  our  operations  through borrowings under our revolving credit facility
with  MVP  3.  Advances under this revolving credit facility are limited, at any
given time, based on a formula contained in the loan agreement.  There can be no
assurance that the Company will be eligible to obtain all of its working capital
funding  needs  from  MVP  3, LP or another source.  If the Company is unable to
obtain  such  funding,  the  Company  will be required to curtail or discontinue
operations.

                                       22


CAPITAL  EXPENDITURES
---------------------

     Management  currently forecasts capital expenditures for the coming year to
be  approximately  $500,000.  We  plan  to  fund  these  expenditures  through
borrowings  under  our  revolving  credit  facility  with  MVP 3, LP and through
traditional  lease  financing from equipment lessors.  There can be no assurance
that the Company will be eligible to obtain all of its capital equipment funding
needs from MVP 3, LP or another source.  If the Company is unable to obtain such
funding,  the  Company will be required to curtail its equipment purchases which
may  have  an  impact  on  the  Company's  ability  to  generate  revenues.

STAFFING
--------

     We  plan to increase our work force.  Currently, we have five full-time and
two  part-time  employees.  We plan to add additional laboratory technicians and
research  scientists  to  assist us in handling a greater volume of tests and to
perform  sponsored  research  projects.   We  also plan to continue building our
sales  force to continue to increase our sales to customers and we intend to add
personnel  in  the management, accounting, and administrative areas.  Management
added  six employees during 2002 and expects to add further personnel during the
balance  of  2003.  We  expect  the  cost  of these additional employees will be
approximately  $300,000  in  2003.

CAUTIONARY  STATEMENT

     This  Form  10-KSB,  press  releases  and  certain  information  provided
periodically  in  writing  or  orally  by  our  officers  or  our agents contain
statements  which  constitute  forward-looking  statements within the meaning of
Section  27A of the Securities Act, as amended and Section 21E of the Securities
Exchange Act of 1934. The words expect, anticipate, believe, goal, plan, intend,
estimate  and similar expressions and variations thereof if used are intended to
specifically  identify  forward-looking statements. Those statements appear in a
number  of  places  in  this  Form  10-KSB  and  in  other places, particularly,
Management's  Discussion  and  Analysis  or  Results  of Operations, and include
statements regarding the intent, belief or current expectations of our directors
or  our  officers  with  respect  to,  among other things: (i) our liquidity and
capital  resources;  (ii)  our  financing  opportunities and plans and (iii) our
future  performance  and  operating results. Investors and prospective investors
are  cautioned  that  any  such forward-looking statements are not guarantees of
future  performance and involve risks and uncertainties, and that actual results
may  differ materially from those projected in the forward-looking statements as
a  result  of  various  factors.  The  factors that might cause such differences
include,  among  others,  the  following:  (i)  any  material inability of us to
successfully  internally  develop  our  products; (ii) any changes in technology
that  might  affect  the  competitive  positioning of our products and services;
(iii) any inability to manage our growth; (iv) any adverse effect or limitations
caused  by Governmental regulations; (v) any adverse effect on our positive cash
flow  and abilities to obtain acceptable financing in connection with our growth
plans;  (vi) any increased competition in business; (vii) any inability of us to
successfully  conduct  our  business  in  new  markets;  and  (viii) other risks
including  those  identified  in  our  filings  with the Securities and Exchange
Commission.  We undertake no obligation to publicly update or revise the forward
looking  statements  made in this Form 10-KSB to reflect events or circumstances
after the date of this Form 10-KSB or to reflect the occurrence of unanticipated
events.

                                       23

ITEM  7.     FINANCIAL  STATEMENTS





                                NEOGENOMICS, INC.
                                -----------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------

                        CONSOLIDATED FINANCIAL STATEMENTS
                                  AS OF AND FOR
                              VARIOUS PERIODS ENDED
                           DECEMBER 31, 2002 AND 2001,
                                       AND
                          INDEPENDENT AUDITORS' REPORT




                                TABLE OF CONTENTS
                                -----------------
                                                                   Page



                                                                 
Independent Auditors' Report                                         25

Consolidated Financial Statements:

Balance Sheet as of December 31, 2002                                26


Statements of Operations for the year ended December 31, 2002
and for the periods June 1, 2001 (date of incorporation) to
December 31, 2001 and 2002                                           27

Statements of Stockholders' Equity (Deficit) for the year
ended December 31, 2002 and for the periods June 1, 2001
(date of incorporation) to December 31, 2001 and 2002                28


Statements of Cash Flows for the year ended December 31, 2002
and for the periods June 1, 2001 (date of incorporation) to
December 31, 2001 and 2002                                           29

Notes to Financial Statements                                        30




                                       24










INDEPENDENT  AUDITORS'  REPORT
------------------------------

To  the Board of Directors and stockholders of NeoGenomics, Inc. and subsidiary:

We have audited the accompanying consolidated balance sheet of NeoGenomics, Inc.
and subsidiary  (collectively the "Company"), a development stage enterprise, as
of  December  31,  2002,  and the related consolidated statements of operations,
stockholders'  equity  (deficit) and cash flows for the year then ended, and for
the periods June 1, 2001 (date of incorporation) to December 31, 2001 and  2002.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of the Company as of December 31,
2002,  and  the  results  of its operations and its cash flows for the year then
ended  and  for the periods June 1, 2001 (date of incorporation) to December 31,
2001  and  2002,  in conformity with accounting principles generally accepted in
the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the Company will continue as a going concern.  As discussed in Notes A and
B  to  the consolidated financial statements, the Company has suffered recurring
losses  from  operations   and  will require a  significant  amount  of  capital
to implement its business plan.  These factors, among others, raise  substantial
doubt about the Company's ability to continue as a going  concern.  Management's
plans   in   regard   to   these  matters are  also  described  in  Note B.  The
consolidated  financial  statements  do not include any adjustments  that  might
result  from  the  outcome  of  this  uncertainty.

 Kingerly,  Crouse  &  Hohl,  P.A.

May  16,  2003
Tampa,  FL


                                       25

                                     ------
                                NEOGENOMICS, INC.
                                -----------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------

               CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2002




                                                                                       

ASSETS
----------------------------------------------------------------------------------------

CURRENT ASSETS:
     Accounts receivable (net of allowance for doubtful accounts of $12,762) . . . . . .  $    40,082
     Lab supplies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       19,306
     Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        2,000
                                                                                            ---------
          Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       61,388

FURNITURE AND EQUIPMENT (net of accumulated depreciation of $38,364) . . . . . . . . . .      382,535

OTHER ASSETS - Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        3,916
                                                                                            ---------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   447,839
                                                                                            =========

LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------

CURRENT LIABILITIES:
     Due to bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    13,518
     Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      119,840
     Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      100,000
     Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      142,332
Accrued and other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       48,804
                                                                                            ---------
          Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . .      424,494
                                                                                            ---------
STOCKHOLDERS' EQUITY:
     Common stock, $.001 par value, (100,000,000 shares authorized; 4,482,354
     shares issued and outstanding) . . . . . . . . . . . . . . . . . . . . . . . . . .         4,482
     Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,687,353
     Deficit accumulated during the development stage. . . . . . . . . . . . . . . . . .   (8,668,490)
                                                                                            ----------
          Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . .       23,345
                                                                                            ----------
TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   447,839
                                                                                            ==========

See  notes  to  consolidated  financial  statements.

                                       26



                                NEOGENOMICS, INC.
                                -----------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS







                                                                             For the period    For the Period
                                                                               June 1, 2001      June 1, 2001
                                                               For the Year      (date of         (date of
                                                                 Ended        incorporation)   incorporation)
                                                                December       to December       to December
                                                                31, 2002        31, 2001         31, 2002
                                                              --------------  --------------    -------------
                                                                                        
NET REVENUE. . . . . . . . . . . . . . . . . . . . . .  $        93,491   $         1,000   $       94,491

COST OF REVENUE. . . . . . . . . . . . . . . . . . . .          189,958                 -          189,958
                                                              --------------  --------------    -------------
GROSS MARGIN (DEFICIT) . . . . . . . . . . . . . . . .          (96,467)            1,000          (95,467)
                                                              --------------  --------------    -------------
OTHER OPERATING EXPENSES:
Stock based compensation, net of option cancellations.          (41,177)        7,960,600        7,919,423
General and administrative . . . . . . . . . . . . . .          481,969           118,366          600,335
Research and development . . . . . . . . . . . . . . .           46,414                 -           46,414
Interest expense . . . . . . . . . . . . . . . . . . .            6,851                 -            6,851
                                                              --------------  --------------    -------------
   Total other operating expenses. . . . . . . . . . .          494,057         8,078,966        8,573,023
                                                              --------------  --------------    -------------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . .  $      (590,524)  $    (8,077,966)  $   (8,668,490)
                                                              ==============   =============    =============
NET LOSS PER SHARE  - Basic and
   Diluted . . . . . . . . . . . . . . . . . . . . . .  $         (0.14)  $         (2.14)
                                                              ==============   =============    =============
WEIGHTED AVERAGE NUMBER
   OF SHARES OUTSTANDING -
   Basic and Diluted . . . . . . . . . . . . . . . . .        4,212,894         3,771,101
                                                              ==============   =============    =============


See  notes  to  consolidated  financial  statements.

                                       27



                                NEOGENOMICS, INC.
                                -----------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                    FOR THE YEAR ENDED DECEMBER 31, 2002 AND
 THE PERIODS JUNE 1, 2001 (DATE OF INCORPORATION) TO DECEMBER 31, 2001 AND 2002




                                                                                                Deficit
                                                                                              accumulated
                                                                  Additional     Deferred     during the
                                               Common Stock         Paid-In        Stock       development
                                           Shares       Amount      Capital      Compensation     stage         Total
                                          ---------  ----------  -----------  --------------  --------------  -----------
                                                                                                      
BALANCES, JUNE 1, 2001. . . . . . . .             -   $       -  $         -   $           -   $         -   $         -

Common stock issued to founders at
Inception . . . . . . . . . . . . . .     2,385,000     2,385      7,126,115               -             -     7,128,500
Services and office space contributed
 by founding stockholder . . . . . . .            -         -         26,500               -             -        26,500
Common stock issued Nov 14, 2001
 for acquisition of American
 Communications Enterprises, Inc. . . .   1,317,339     1,317       (172,240)              -             -      (170,923)
Common stock issuances for services:
 at $3.00 per share on November 5, 2001      47,897        48         143,642              -             -       143,690
 at $2.00 per share on November 20,2001     221,406       222         442,590              -             -       442,812
Conversion of stockholder advances
 on November 21, 2001. . . . . . . . .       78,358        78      156,838                 -             -       156,916
Deferred stock compensation related
 to stock option grants. . . . . . . .             -        -     4,036,500       (4,036,500)            -             -
Amortization of deferred stock
  compensation. . . . . . . . . . . . .            -        -            -            245,598             -      245,598
Net loss. . . . . . . . . . . . . . .              -        -            -               -      (8,077,966)   (8,077,966)
                                           ---------  ----------  -----------  --------------  --------------  -----------
BALANCES, DECEMBER 31, 2001 . . . . .      4,050,000       4,050   11,759,945     (3,790,902)   (8,077,966)     (104,873)

Contribution of services and office
  space . . . . . . . . . . . . . . . .             -           -       9,759               -             -        9,759
Common stock issuances for services:
 at $1.00 per share on July 23, 2002 .       138,339         138      140,276               -             -      140,414
 at $1.00 per share on September 3, 2002      38,431          38       39,569               -             -       39,607
at $1.00 per share on November 22, 2002       45,612          46       48,953               -             -       48,999
Conversion of stockholder advances:
 at $3.33 per share on June 7, 2002. .        90,000          90      299,910               -             -      300,000
 at $3.33 per share on August 30, 2002        90,000          90      299,910               -             -      300,000
 at $3.33 per share on November 22, 2002      30,000          30       99,970               -             -      100,000
Contribution of  stockholder advances
 on December 23, 2002. . . . . . . . .             -           -       25,561               -             -        25,561
Cancellation of stock option. . . . .              -           -   (4,036,500)      3,790,902             -      (245,598)
Adjustment for fractional shares in
 connection with reverse stock split .          (28)           -            -               -             -             -
Net loss. . . . . . . . . . . . . . .             -            -            -               -      (590,524)     (590,524)
                                           ---------  ----------  -----------  --------------  --------------  -----------
BALANCES, DECEMBER 31, 2002 . . . . .     4,482,354   $   4,482   $ 8,687,353   $           -   $(8,668,490)  $    23,345
                                          ==========   ==========  ===========  ==============  =============  ===========

 See  notes  to  consolidated  financial  statements.

                                       28

                                NEOGENOMICS, INC.
                                -----------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS






                                                                                                   For the Period   For the Period
                                                                                                    June 1, 2001      June 1, 2001
                                                                                  For the Year      (date of           (date of
                                                                                    Ended          incorporation)    incorporation)
                                                                                  December 31,      to December        to December
                                                                                    2002            31, 2001           31, 2002
                                                                                 --------------    ----------------  --------------
                                                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            (590,524)  $       (8,077,966)  $(8,668,490)
    Adjustments to reconcile net loss to net cash
    used in operating activities:
       Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . .                 38,291                   73        38,364
       Amortization of deferred stock compensation. . . . . . . . . . .               (245,598)             245,598             -
       Stock based compensation and consulting. . . . . . . . . . . . .                204,421            7,715,002     7,919,423
       Provision for bad debts. . . . . . . . . . . . . . . . . . . . .                 22,120                    -        22,120
       Other non-cash expenses. . . . . . . . . . . . . . . . . . . . .                  9,759               26,500        36,259
       Changes in assets and liabilities, net:
        Increase in accounts receivable, net. . . . . . . . . . . . . .                (62,202)                   -       (62,202)
        Increase in lab supplies. . . . . . . . . . . . . . . . . . . .                (19,306)                   -       (19,306)
        Increase in other current assets. . . . . . . . . . . . . . . .                 (2,000)                   -        (2,000)
        Increase in deposits. . . . . . . . . . . . . . . . . . . . . .                 (2,616)              (1,300)       (3,916)
        Increase in due to bank . . . . . . . . . . . . . . . . . . . .                 13,518                    -        13,518
        Increase in deferred revenues . . . . . . . . . . . . . . . . .                100,000                    -       100,000
        Increase in accounts payable and accrued
        and other liabilities . . . . . . . . . . . . . . . . . . . . .                149,341               14,686       164,027
                                                                                  --------------    ----------------  -------------

NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . . . .               (384,796)             (77,407)     (462,203)
                                                                                 --------------    ----------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment . . . . . . . . . . . . . . . .               (417,999)              (2,900)     (420,899)
    Cash acquired in acquisition. . . . . . . . . . . . . . . . . . . .                      -                  209           209
                                                                                --------------    ----------------  --------------

NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . .               (417,999)              (2,691)     (420,690)
                                                                                 --------------    ----------------  --------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES-
Advances from affiliates, net . . . . . . . . . . . . . . . . . . . . .                725,579              157,314       882,893
                                                                                 --------------    ----------------  --------------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .                (77,216)              77,216             -

CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 77,216                    -             -
                                                                                 --------------    ----------------  --------------
CASH AND CASH EQUIVALENTS, END OF
PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                   -   $           77,216   $         -
                                                                                ==============     ================  ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                 924   $                -   $       924
                                                                                ==============     ================  ==============

Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                       $                -   $         -
                                                                                ==============     ================  ==============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued in acquisition of American
 Communications Enterprises:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                   -   $           14,216   $    14,216
Advances from stockholder . . . . . . . . . . . . . . . . . . . . . . .                      -              156,916       156,916
                                                                                 --------------    ----------------  --------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                   -   $          171,132   $   171,132
                                                                                 ==============    ================  ==============
Stockholder advances converted to common stock. . . . . . . . . . . . .  $             725,561   $          156,916   $   882,477
                                                                                 ==============    ================  ==============

Deferred compensation on grants of stock options. . . . . . . . . . . .  $          (4,036,500)  $        4,036,500   $         -
                                                                                 ==============    ================  ==============


See  notes  to  consolidated  financial  statements.

                                       29

                                     ------
                                NEOGENOMICS, INC.
                                -----------------
                        (A DEVELOPMENT STAGE ENTERPRISE)
                        --------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  A  -  FORMATION  AND  OPERATIONS  OF  THE  COMPANY

NeoGenomics,  Inc.  ("NEO")  was  incorporated  under  the  laws of the state of
Florida  on  June  1,  2001  and  on  November 14, 2001 agreed to be acquired by
American  Communications  Enterprises, Inc.  ("ACE"). ACE was formed in 1998 and
succeeded  to  NEO's  name on January 3, 2002 (collectively referred to as "we",
"us",  "our").

For  financial  statement  purposes,  the  acquisition  was treated as a reverse
acquisition  and  a recapitalization with NEO being treated as the acquirer.  In
connection  therewith,  ACE issued 2,385,000 shares of its common stock to NEO's
founder and sole stockholder in exchange for all of NEO's issued and outstanding
common  shares.  The  value  of these shares, which was based on the number, and
fair  value, of shares issued ($3.00 per share based on the price at which ACE's
shares  were  trading  at that time) was included in stock based compensation in
the  accompanying 2001 consolidated statement of operations.  Immediately before
the  acquisition, ACE had 1,317,339 shares outstanding and liabilities in excess
of  assets of approximately $170,000. Since the transaction was accounted for as
a  purchase,  the  deficiency  of  $170,000  was  reflected  as an adjustment to
stockholders'  equity  as  of  the  acquisition date.   On November 21, 2001, we
settled  approximately  $157,000  of  these  liabilities through the issuance of
approximately  78,000  shares  of  our  common  stock at approximately $2.00 per
share,  which  approximated the quoted market price of our common shares on that
date.

On  April  4,  2003,  we  amended  our articles of incorporation to (1) effect a
one-for-100  reverse  split,  (2)  reduce the authorized number of common shares
from  500,000,000  to  100,000,000,  and  (3)  authorize  10,000,000  shares  of
preferred  stock  for  future  issuance,  with  such  terms,  restrictions  and
limitations  as  may  be  established  by  the  Board  of  Directors.

As  a  result of the above, all references to the number of shares and par value
in  the  accompanying  consolidated  financial statements and notes thereto have
been  adjusted  to  reflect the reverse acquisition and April 2003 reverse stock
split  as  though  all  such  changes  had  been  completed  as of June 1, 2001.

At  December  31, 2002, we were considered to be a development stage (as defined
in  Financial  Accounting  Standards  Board  Statement  No. 7), bio-tech company
organized  for  the  principal  purpose  of  developing  a genetic and molecular
biology testing and genomic research center.  We commenced our planned principal
operations  in  2003.

Principles  of  Consolidation
-----------------------------

The  accompanying  consolidated financial statements include the accounts of NEO
and  ACE.  All  significant  intercompany  accounts  and  balances  have  been
eliminated  in  consolidation.

Revenue  Recognition
--------------------

Net  revenues  are recognized in the period when tests are performed and consist
primarily of net patient revenues that are recorded based on established billing
rates  less  estimated  discounts  for  contractual  allowances  principally for
patients  covered by Medicare, Medicaid and managed care and other health plans.
These  revenues also are subject to review and possible audit by the payors.  We
believe  that  adequate  provision  has  been  made for any adjustments that may
result  from  final  determination  of  amounts  earned  under  all  the  above
arrangements.  There are no known material claims, disputes or unsettled matters
with  any  payors  that  are  not  adequately  provided  for in the accompanying
consolidated  financial  statements.

                                       30


Allowance  for  Doubtful  Accounts
----------------------------------

We provide for accounts receivable that could become uncollectible in the future
by establishing an allowance to reduce the carrying value of such receivables to
their  estimated  net  realizable value. We estimate this allowance based on the
aging  of  its  accounts receivable and our historical collection experience for
each  type  of  payor.

Concentrations  of  Credit  Risk
--------------------------------

We  grant  credit  without  collateral  to  our patients, most of whom are local
residents  and  are  insured under third-party payor agreements.  At of December
31,  2002,  approximately  31.1% and 18.6% of our receivables were from Medicare
and  Blue  Cross/Blue  Shield,  respectively.

Use  of  Estimates
------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires us to make certain
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements. The reported amounts of revenues and expenses during
the  reporting  period  may  be affected by the estimates and assumptions we are
required  to make.  Estimates that are critical to the accompanying consolidated
financial  statements  include estimates related to contractual adjustments, and
the  allowance  for  doubtful accounts.  It is at least reasonably possible that
our  estimates  could  change  in  the  near term with respect to these matters

Financial  Instruments
----------------------

We  believe  the  book  value of our current assets and liabilities approximates
their  fair  values  due  to  their  short-term  nature.

Furniture  and  equipment
-------------------------

Furniture  and  equipment  are stated at cost.  Major additions are capitalized,
while  minor  additions  and  maintenance  and  repairs, which do not extend the
useful  life  of  an  asset,  are expensed as incurred. Depreciation is provided
using  the  straight-line method over the assets' estimated useful lives of five
years.

Long-Lived  Assets
------------------

Statement  of  Financial  Accounting  Standards  (SFAS) 144, "Accounting for the
Impairment  or  Disposal  of Long-Lived Assets" requires that long-lived assets,
including  certain identifiable intangibles, be reviewed for impairment whenever
events  or  changes  in  circumstances  indicate  that the carrying value of the
assets  in  question  may not be recoverable. We evaluated our long-lived assets
during  2002 and determined that they were not impaired at of December 31, 2002.
Accordingly,  the  adoption of SFAS 144 did not have a significant impact on our
consolidated  financial  statements.

                                       31


Income  Taxes
-------------

We  compute  income  taxes  in  accordance  with  Financial Accounting Standards
Statement  No.  109 "Accounting for Income Taxes" ("SFAS 109").  Under SFAS 109,
deferred  taxes are recognized for the tax consequences of temporary differences
by  applying  enacted  statutory rates applicable to future years to differences
between  the  financial statement carrying amounts and the tax basis of existing
assets  and  liabilities.  Also, the effect on deferred taxes of a change in tax
rates  is  recognized  in income in the period that included the enactment date.
There  were  no  significant  temporary  differences  as  of  December 31, 2002.

Stock-Based  Compensation
-------------------------

We  account for equity instruments issued to employees for services based on the
fair  value  of the equity instruments issued and account for equity instruments
issued  to  those  other  than  employees  based  on  the  fair  value  of  the
consideration received or the fair value of the equity instruments, whichever is
more  reliably  measurable.

We  have  adopted  SFAS  No 123, "Accounting for Stock-Based Compensation" which
requires  us to recognize as expense the fair value of all stock-based awards on
the  date of grant, or continue to apply the provisions of Accounting Principles
Board  Opinion No. 25 and provide pro-forma net income (loss) earnings per share
disclosure  for  employee  stock  option  grants  and  all  other  stock-based
compensation  as  if  the  fair-value-based  method defined in SFAS 123 had been
applied.  We  have  elected  to  continue  to apply APB 25 in accounting for our
stock  option  plan.

Statement  of  Cash  Flows
--------------------------

For  purposes  of  the  statement  of  cash flows, we consider all highly liquid
investments  purchased  with  an original maturity of three months or less to be
cash  equivalents.

Net  Loss  Per  Common  Share
-----------------------------

We  compute  loss  per  share  in accordance with Financial Accounting Standards
Statement  No.  128  "Earnings  per Share" ("SFAS 128") and SEC Staff Accounting
Bulletin  No.  98  ("SAB 98").  Under the provisions of SFAS No. 128 and SAB 98,
basic  net  loss  per  share  is  computed by dividing the net loss available to
common  stockholders by the weighted average number of common shares outstanding
during  the  period.  Diluted net loss per share is computed by dividing the net
loss  for  the  period  by  the  weighted  average  number  of common and common
equivalent  shares  outstanding  during  the  period.  Common  equivalent shares
outstanding  as of December 31, 2001, which consisted of employee stock options,
were  excluded  from  diluted  net loss per common share calculations as of such
date  because they were anti-dilutive. There were no such options outstanding at
December  31,  2002.  Accordingly,  basic  and  diluted  net  loss per share are
identical for the year ended December 31, 2002 and the period June 1, 2001 (date
of  acquisition)  to  December  31,  2001.

Advertising  Costs
------------------

We  expense  advertising  costs  as  they  are  incurred.  Advertising  costs
approximated  $2,300  and $200, respectively, during the year ended December 31,
2002,  and the period June 1, 2001 (date of incorporation) to December 31, 2001.

                                       32


Recent  Pronouncements
----------------------

In  July  2001  the Financial Accounting Standards Board (FASB) issued SFAS 141,
"Business  Combinations",  and  SFAS 142, "Goodwill and Intangible Assets". SFAS
141  is  effective  for all business combinations completed after June 30, 2001.
SFAS  142  is  effective for the year beginning January 1, 2002; however certain
provisions  of  that  Statement  apply  to  goodwill and other intangible assets
acquired  between  July 1, 2001, and the effective date of SFAS 142.  Because we
had no goodwill as of December 31, 2001, the adoption of SFAS 142 did not have a
significant  material  impact  on  our  consolidated  financial  statements.

In  June  2001,  the  FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations".  SFAS  No.  143  requires  entities  to record the fair value of a
liability  for  an  asset  retirement  obligation  in  the period in which it is
incurred,  and  to  capitalize a corresponding amount by increasing the carrying
amount  of  the  related  long-lived  asset.  The  liability  is accreted to its
present  value  each  subsequent period, and the capitalized cost is depreciated
over  the  useful  life  of  the related long-lived asset.  SFAS No. 143 will be
effective for exit or disposal activities initiated after December 31, 2002.  We
do  not  anticipate that our adoption of SFAS No. 143, as required on January 1,
2003,  will  have  a  material  impact on our consolidated financial position or
results  of  operations

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities".  SFAS No. 146 requires that the liability for
a  cost  associated  with an exit or disposal activity be recognized at its fair
value  when the liability is incurred.  Under previous guidance, a liability for
certain  exit  costs  was recognized at the date that management committed to an
exit  plan,  which  was generally before the actual liability has been incurred.
SFAS  No.  146 will be effective for exit or disposal activities initiated after
December  31,  2002.  We do not anticipate that our adoption of SFAS No. 146, as
required  on  January  1,  2003, will have a material impact on our consolidated
financial  position  or  results  of  operations.

In  December  2002,  the  FASB  issued  SFAS No.148, "Accounting for Stock-Based
Compensation  -  Transition  and Disclosure, an amendment of SFAS No. 123." This
standard  provides  alternative  methods  of  transition  for  companies  that
voluntarily  change to the fair value based method of accounting for stock-based
employee  compensation.  It also requires prominent disclosure about the effects
on reported net income of the company's accounting policy decisions with respect
to  stock  based  employee  compensation  in  both  annual and interim financial
statements.  The  transition  provisions  and annual disclosure requirements are
effective  for  all  fiscal  years ending after Dec. 15, 2002, while the interim
period  disclosure  requirements are effective for all interim periods beginning
after  Dec.  15,  2002.  The adoption of SFAS No. 148 did not have a significant
impact  on  our  consolidated  financial  position  or  results  of  operations.

NOTE  B  -  GOING  CONCERN

Our  consolidated financial statements were prepared using accounting principles
generally  accepted  in  the  United  States  of  America  applicable to a going
concern,  which  contemplates  the  realization  of  assets  and  liquidation of
liabilities  in  the  normal  course of business.   We have incurred significant
losses  since  our  inception,  and  have experienced and continue to experience
negative  operating  margins  and  negative  cash  flows  from  operations.  In
addition,  we  expect  to  have  ongoing requirements for substantial additional
capital  investment  to  implement  our business plan.  Since our inception, our
operations have been funded through private equity, and we expect to continue to
seek  additional  funding through private or public equity. As discussed at Note
G, in connection with this matter, in April 2003, we secured a commitment from a
related  entity to provide us with $1.5 million of debt financing in the form of
a revolving credit facility.  In addition, we have recently completed laboratory
facilities  to  run  scientific  tests  that  we  believe will begin to generate
operating  revenues.  However,  there  can  be  no  assurance  that  we  will be
successful  in  these  efforts,  or that the credit facility will be adequate to
meet  our needs.  These factors, among others, indicate that we may be unable to
continue  as  a  going  concern  for  a  reasonable  period  of  time.

                                       33


Our consolidated financial statements do not include any adjustments relating to
the  recoverability  and classification of recorded asset amounts or the amounts
and classification of liabilities that might be necessary should we be unable to
continue  as  a  going  concern.

NOTE  C  -  INCOME  TAXES

We  recognized  losses for both financial and tax reporting purposes during each
of  the  periods  in  the  accompanying  consolidate  statements  of operations.
Accordingly,  no provision for income taxes and/or deferred income taxes payable
have  been  provided  for in the accompanying consolidated financial statements.

Since  our  incorporation,  we have incurred net operating losses for income tax
purposes  of  approximately  $724,500  (the  significant difference between this
amount, and our deficit of $8,668,490, arises primarily from certain stock based
compensation  that  is  considered to be a permanent difference).  Assuming that
the transaction discussed at Note G does not trigger certain "change in control"
provisions  of the Internal Revenue Code, these net operating loss carryforwards
will expire in various years through the year ended December 31, 2022.  However,
we  have established a valuation allowance to fully reserve the related deferred
income  tax  asset as  such asset  did  not  meet the required asset recognition
standard established  by  SFAS  109.

At  December  31,  2002  we  had no deferred tax liabilities and our non-current
deferred  income  tax  asset  (assuming  an  effective  income  tax  rate  of
approximately  39%)  consisted  of  the  following:



Non-current deferred income tax asset:              Amounts
                                                    --------
                                                
Net operating loss carryforwards . . .              $282,600
Less valuation allowance . . . . . . .              (282,600)
                                                    ---------
Total. . . . . . . . . . . . . . . . .              $      -
                                                    =========


The income tax benefit consists of the following for the year ended December 31,
2002:


                                                 
Current . . . . . . . . . . .                      $       -
Deferred. . . . . . . . . . .                         156,600
Change in valuation allowance                        (156,600)
                                                    ---------
                                                   $       -
                                                    ==========


NOTE  D  -  INCENTIVE  STOCK  OPTIONS  AND  AWARDS

In  October  2002  our  president  agreed  to cancel his option to purchase 1.35
million  shares  of  our  common  stock  that  he  was  granted  in  2001.

                                       34


The  status  of  our  stock  options  is  summarized  as  follows:




                                    Number
                                      Of           Weighted Average
                                    Shares          Exercise Price
                                  ----------        --------------
                                              
Outstanding at June 1, 2000. . .           -                   -

Granted. . . . . . . . . . . . .   1,350,000       $        0.01
Exercised. . . . . . . . . . . .           -                   -
Canceled . . . . . . . . . . . .           -                   -
                                  ----------       -------------
Outstanding at December 31, 2001   1,350,000                0.01

Granted. . . . . . . . . . . . .           -                   -
Exercised. . . . . . . . . . . .           -                   -
Canceled . . . . . . . . . . . .  (1,350,000)               0.01
                                   ----------      -------------
Outstanding at December 31, 2002           -       $           -
                                   ==========      =============


We  account  for  our  stock-based compensation using the intrinsic value method
prescribed  by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued  to  Employees".  With  respect  to stock options granted during 2001, we
initially recorded deferred stock compensation of $4,036,500, for the difference
between the exercise price and the fair value of the common stock underlying the
options  on  the  date  of the grant. This amount was being amortized consistent
with  the method described in FASB Interpretation No. 28 over the vesting period
of  the  individual  options,  estimated  to be 13-38 months.  During 2002, as a
result  of the cancellations of the options, we reversed all previously recorded
amortization  of  the  deferred  stock  compensation.

Had  our compensation expense for stock-based compensation plans been determined
based  upon  fair  values  at  the  grant  dates  for  awards under this plan in
accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," our net
loss  and  pro  forma  net  loss  per share amounts would have been reflected as
follows:




                             2002         2001
                          ----------  ------------
                       
Net loss:
    As reported          $(590,524)  $(8,077,966)
    Pro forma .           $(590,524)  $(8,083,966)



Loss per share:
---------------
                              
    As reported            $(0.14)    $(2.14)
---------------            -------    -------
    Pro forma .           $(0.14)    $(2.14)
---------------           -------    -------


The weighted average fair value of options granted during 2001, estimated on the
date  of  grant  using the Black-Scholes option-pricing model, was approximately
$3.00.  The  fair  value  of  options  granted  was estimated on the date of the
grants  using  the  following  approximate  assumptions:  dividend yield of 0 %,
expected  volatility  of  5.32%,  risk-free interest rate of 4%, and an expected
life  of  3  years.

                                       35


In  addition  to  the  above,  we have a stock option plan that provides for the
granting  of  stock  options  and  awards  to officers, directors, employees and
consultants.  We  are  authorized  to grant awards for up to 1 million shares of
our  common  stock,  none  of  which  have been granted as of December 31, 2002.
Vesting  and  exercise  price  provisions  will  be  determined  by the board of
directors  at  the  time  the  awards  are  granted.

NOTE  E  -  COMMITMENT

During  September  2002,  we  entered into an agreement to perform collaborative
research  with  Ciphergen  Biosystems  ("Ciphergen").  If  a patented product or
service results from this research, the patenting party will be obligated to pay
a  4% royalty to the other party.  In addition, each of us are to own 50% of any
inventions  developed  jointly  as  a result of this research.  In October 2002,
Ciphergen awarded us with a $100,000 research grant, which we have agreed to use
to  purchase supplies, labor and equipment for the research.  As of December 31,
2002,  we  have  not performed any of the testing, or spent any of the $100,000;
accordingly,  such  amount  has  been  recorded  as  deferred  revenue  in  the
accompanying  consolidated  balance  sheet.

In May 2003, we entered into a three year lease for our operating facility.  The
lease,  which is scheduled to commence on July 1, 2003, requires average monthly
rental  payments  of  approximately  $6,000  during  the  lease  term (including
estimated  operating  and  maintenance  expenses  and  sales  tax).   The  lease
contains  a  provision that allows us to extend the lease for two terms of three
years  each.  Rent  expense  under  our  previous lease arrangement approximated
$25,000  and  $5,500 during the year ended December 31, 2002 and the period June
1,  2001  (date  of  incorporation)  to  December  31,  2001,  respectively.

NOTE  F-  OTHER  RELATED  PARTY  TRANSACTIONS

During  2002  and  2001  we  received net advances of approximately $625,000 and
$100,000,  respectively,  from  Tampa  Bay  Financial,  Inc., ("TBF") one of our
stockholders.  These  advances,  which  were non-interest bearing, unsecured and
due  on  demand,  were  converted  to approximately 210,000 shares of our common
stock  in  2002  using a conversion price of $3.33 per share  (which amount  was
greater  than  the  approximate  quoted market price of our common shares on the
conversion  dates).

During  November  2001, we entered into an agreement with TBF to provide us with
consulting services and pay certain of our expenses, including the salary of our
chief  financial  officer and costs incurred in preparing required filings under
securities  laws. The term of this agreement was for one year and was terminated
in  2002.  During  2002 and 2001, we incurred expenses of approximately $105,000
and  $15,000,  respectively,  related  to  this  agreement.  In 2002 the related
liability   was  settled  through  three  separate  issuances  (totaling 117,000
shares)  of our common stock using a conversion price of approximately $1.00 per
share (which amount approximated the quoted market price of our common shares on
the  settlement  dates).

During  2002,  we  issued  approximately  105,000  shares of our common stock in
settlement  of  approximately  $110,000  of our president's accrued salary.  The
conversion price of approximately $1.00 per share approximated the quoted market
price  of  our  common  shares  on  the  settlement  dates.

We  occasionally  borrow funds from the Naples Women's Center ("NWC"), a company
owned  by  our  president, to meet our short-term cash needs. These amounts have
been  advanced  to us with a stated interest rate of 8% and are due upon demand.
At  December  31,  2002,  we  owed  NWC  approximately $117,000.   Approximately
$58,700 of this amount was repaid in April 2003 in connection with the financing
transaction  described  in  Note  G.

                                       36


In  December  2002,  in order to meet short term cash needs, we borrowed $25,000
from  two  individuals  who  are  affiliates  of  Medical  Venture Partners, LLC
("Medical  Venture  Partners"),  a  venture  capital  firm  with  whom  we  were
negotiating  a  financing  transaction  (see  Note  G).  These amounts, having a
stated  interest  rate  of  8%, were repaid in April 2003 in connection with the
financing  transaction  described  in  Note  G.

NOTE  G  -  OTHER  SUBSEQUENT  EVENTS

On  April  15,  2003,  we entered into debt and equity financing agreements with
Medical Venture Partners and its principals.  Under the terms of the agreements,
affiliates  of  Medical  Venture  Partners  purchased  approximately  75% of our
outstanding common stock and agreed to make available up to $1.5 million of debt
financing  in  the  form of a revolving credit facility.  The debt financing and
approximately 50.5% of the equity investment are being made through MVP 3, LP, a
fund  controlled  by  Medical  Venture  Partners.  The  remainder  of the equity
investment  was  made by the three principals of Medical Venture Partners acting
individually.

Under  the  terms  of the loan agreement, we will be able to borrow up to 80% of
"eligible"  accounts receivable, 50% of our net furniture and equipment balance,
and up to $500,000 on an unsecured basis.  As a condition to these transactions,
NEO,  our  President,  MVP  3  LP and the principals of Medical Venture Partners
entered into a shareholders agreement that provides that MVP 3, LP will have the
right  to  appoint up to four of seven of our directors.  We also entered into a
Registration  Rights  Agreement  with  MVP  3  LP  and the principals of Medical
Venture Partners granting them certain demand and piggyback registration rights.

At the time of the closing of this transaction, we entered a one year employment
agreement  with our President.  The agreement, which renews automatically for an
unlimited  number  of  terms  of  one  year (unless a "Notice of Termination" is
delivered),  provides  for a base salary equal to 20% of the cash flow generated
by  NEO  (subject  to  a  monthly  cap  of $20,000).  In addition, the agreement
provides  for  a  bonus of 10% of any amount by which our quarterly net revenues
exceed  certain  targets  as  established  by  our  Board  of  Directors.

End  of  Financial  Statements


                                       37

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     On  March  18,  2002,  we  engaged  Kingery,  Crouse  &  Hohl, P.A., as our
principal  independent  accountant  to  audit our financial statements beginning
with  the  fiscal  year  ending  December  31, 2001.  The decision to change our
principal  accountant  was  recommended by our Board of Directors.  Accordingly,
the engagement of Sprouse & Anderson, LLP, our prior independent accountants was
not  renewed,  effective  March  18,  2002.

During  our  two most recent fiscal years, and during the period from January 1,
2002  to March 18, 2002, there was no disagreement with Sprouse & Anderson, LLP,
on  any  matter  of  accounting  principles  or  practices,  financial statement
disclosure,  or  auditing scope or procedures, which disagreement, if not solved
to  their  satisfaction  would  have caused them to make reference in connection
with  their  opinion  to  the  subject  matter  of  the  disagreement.

The  audit  reports  on  our  financial statements as of and for the years ended
December  31,  2000 and December 31, 1999 did not contain any adverse opinion or
disclaimer opinion, nor were they qualified or modified as to uncertainty, audit
scope  or accounting principles.  However, such reports contained an explanatory
paragraph  regarding  the  uncertainty  about our ability to continue as a going
concern.



                                    PART III


ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  COMPANY

     The  following table sets forth certain information regarding our executive
officers  and  directors  as  of  May  15,  2003:


Name               Age            Position
---------------  --------         --------
                            
Michael T. Dent   38              President, Chief Medical Officer, and Chairman
Kevin Lindheim.   43              Director


Michael  T.  Dent  M.D.  -  President,  Chief  Medical  Officer  and  Chairman

     Dr. Dent has been our President and Chief Medical Officer since April 2003.
Prior  to  that Dr. Dent was our President and Chief Executive Officer from June
2001,  when  he founded NeoGenomics, to April 2003.  Dr. Dent founded the Naples
Women's Center in 1996. He received his training in Obstetrics and Gynecology at
the  University  of  Texas  in  Galveston.  He received his M.D. degree from the
University  of South Carolina in Charleston, S.C. in 1992 and a B.S. degree from
Davidson  College  in  Davidson,  N.C.  in  1986. He is a member of the American
Association  of  Cancer  Researchers  and  a Diplomat and fellow of the American
College  of Obstetricians and Gynecologists. He sits on the Board of the Florida
Life  science  Biotech  Initiative.

                                       38

Kevin  Lindheim  -  Director

     Mr.  Lindheim  has  served  as  a director since February, 2002.  He is the
President  and  Chief  Executive  Officer  of Florida Valuation and Consultants,
Inc.,  a  full  service  commercial real estate advisory firm, a position he has
held  since  1992.  He  holds  a  B.S.  Degree  in  Accounting  from  Louisiana
University,  and  a  postgraduate  degree in Real Estate from Tulane University.

ITEM  10.     EXECUTIVE  COMPENSATION

     The  following  table  provides  certain  summary  information  concerning
compensation  paid by the Company to or on behalf of our most highly compensated
executive  officers for the fiscal years ended December 31, 2001, 2000 and 1999:

SUMMARY  COMPENSATION  TABLE
----------------------------


Name and Principal Capacity                                 Year     Salary       Other Compensation
----------------------------------------------------        ------  -------     -------------------
                                                               
                                                            2002    $130,669(1)        -
Dr. Michael T. Dent                                         2001       9,600(1)   $    0 (2)
President, Chief Medical Officer, and Chairman . . .        2000         -              -


Matthew Veal (3)                                            2002     $   -         44,000 (4)
Former Chief Financial Officer, and Former Director.        2001     $   0        $99,679 (4)
                                                            2000         -               -
                                                           ------    -------     -------------------


(1)     During  2002,  Dr.  Dent Received 105,636 shares of the Company's common
        stock  in  lieu  of cash salary payments due to him for salary earned in
        2001 and the first nine  months of 2002.  Such shares  were collectively
        valued at $109,021 at  the  various  times  of  issue  and  were  issued
        pursuant to a Registration Statement  on Form  S-8.  As of May 14, 2003,
        Dr. Dent  had  not sold  any of  this stock  or any  other  stock in the
        Company.  The remaining $31,248 of salary earned by  Dr. Dent was earned
        in the fourth quarter of 2002 and has been accrued as a cash  obligation
        of the Company.  As of May 15, 2003, it had not yet been paid.
(2)     In  November,  2001,  Dr.  Dent  received  options to purchase 1,350,000
        shares  of  common  stock   at $0.01  per  share  pursuant to an Option
        Agreement.  This Option  Agreement  was  terminated effective October 1,
        2002 and Dr. Dent gave up any  right  or  claim  to  such  options.
(3)     Mr.  Veal  resigned  Chief  Financial  Officer  on November 22, 2002 and
        resigned  as  a  Director  on  May  22,  2002.
(4)     Paid  in  shares of Company common stock issued pursuant to Registration
        Statement  on  Form  S-8.

EMPLOYMENT  AGREEMENTS.
-----------------------

     We  entered  into a new Employment Agreement with Dr. Michael Dent on April
15,  2003  to  serve  as  our  President  and  Chief  Medical  Officer.

                                       39

     The  employment  agreement  has  an  initial  term  of one year and will be
automatically  renewed  for  an unlimited number of additional terms of one year
each  unless either party elects to terminate the agreement.  During the term of
employment,  Dr.  Dent  will serve as the President and Chief Medical Officer of
the  Company.  Dr.  Dent  has agreed to devote at least 20% of his business time
and  efforts  to  the  business  affairs  of  the Company during the term of the
agreement with such percentage subject to increase in certain instances.  During
the term of his employment Dr. Dent will be eligible to receive a base salary in
any  given  month  equal  to  20%  of  the Operating Subsidiary's cash flow from
operating  activities  for  the  preceding  month  (as  reported  on  Operating
Subsidiary's  Statement  of  Cash  Flows) subject to a $20,000 cap for any given
month.  Dr.  Dent  is  also  eligible  to receive a bonus, on a quarterly basis,
equal  to 10% of the amount by which the Company's quarterly net revenues exceed
targets  established  by  the Company's Board of Directors.  For the fiscal year
2003,  such  quarterly  targets  are  as  follows:

     For  the  quarter  ending  June  30,  2003             $125,000
     For  the  quarter  ending  September  30,  2003        $250,000
     For  the  quarter  ending  December  31,  2003         $500,000

     The  new  employment agreement also provides that once Dr. Dent is devoting
50%  or  more  of  his  time  to  the  business,  the Company will pay for heath
insurance  for  Dr.  Dent  and  his  family.


ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth information as of May 15, 2003, with respect to
each  person  known  by  the  Company  to  own  beneficially more than 5% of the
Company's outstanding common stock, each director and officer of the Company and
all directors and executive officers of the Company as a group.  The Company has
no  other  class  of  equity  securities  outstanding  other  than common stock.



 Name And Address Of Beneficial Owner        Amount and Nature Of Beneficial Ownership      Percent Of Class
-------------------------------------        ------------------------------------------      -----------------
                                                                                       
  MVP 3, LP (1)
  1740 Persimmon Drive
  Naples, FL 34109                                   9,303,279                                 50.5%
-------------------------------------        ------------------------------------------      -----------------
  John E. Elliott (2)
  2709 Buckthorn Way
  Naples, FL 34105                                  10,844,540                                 58.9%
-------------------------------------        ------------------------------------------      -----------------
  Steven C. Jones (3)
  1740 Persimmon Drive
  Naples, FL 34109                                  10,844,540                                  58.9%
-------------------------------------        ------------------------------------------      -----------------
  Lawrence R. Kuhnert (4)
  5120 Timberview Terrace
  Orlando, FL  32819                                10,844,540                                  58.9%
-------------------------------------        ------------------------------------------      -----------------
  Michael T. Dent M.D.
  1726 Medical Blvd.
  Naples, FL 34110                                   2,490,634                                  13.5%
-------------------------------------       ------------------------------------------       -----------------
  Kevin Lindheim
  9220 Bonita Beach Road
  Bonita Springs, FL 34135                               3,845                                     *
---------------------------------------      ------------------------------------------      -----------------

 Directors and Officers
as a Group (2 persons)                               2,494,479                                  13.6%
-------------------------------------        ------------------------------------------      -----------------


                                       40

 less  than  1.0%

(1)   MVP 3, LP has direct ownership of 9,303,279 shares.  The  general partner
      of MVP 3, LP is Medical Venture Partners, LLC, which has John E. Elliott,
      Steven C.  Jones  and  Larry  R.  Kuhnert  as  its  members.

(2)   John  E.  Elliott  has  direct  ownership  of 1,541,261 shares, but  as a
      member  of the general partner of MVP 3, LP, he has the right to vote all
      shares held  by  MVP  3,  LP,  thus  9,303,279  shares  have  been  added
      to his total.

(3)   Steven  C.  Jones  has  direct  ownership  of 1,541,261  shares, but as a
      member  of the general partner of MVP 3, LP, he has the right to vote all
      shares held  by  MVP  3,  LP,  thus  9,303,279  shares  have  been  added
      to his total.

(4)   Larry  R.  Kuhnert has  direct  ownership  of 1,541,261 shares, but as a
      member of the general partner of MVP 3, LP, he has the right to vote all
      shares held  by  MVP  3,  LP,  thus  9,303,279  shares  have been  added
      to his total.


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  executive  offices  of  the Company share space, on a rent-free basis,
with  Naples  Women's  Center  ("NWC"), a company owned by Dr. Michael Dent, our
Chairman  and  President.   In  addition,  Naples  Women's  Center  provides
bookkeeping  services  to  the  Company  free  of  charge.

During  2001 and 2002, we borrowed funds from the Naples Women's Center  to meet
our  short-term  cash  needs.  At  December  31, 2002, we owed NWC approximately
$117,332.  $58,666  of  this  amount  was  repaid  on  April  17,  2003.

During  the  period  December  2002 to April 2003, AMI Holdings Corp. (a company
controlled by John E. Elliott), Steven C. Jones and Lawrence R. Kuhnert advanced
$177,000  under  various  short  term  bridge loan agreements.  Messrs. Elliott,
Jones  and Kuhnert are the three principals of MVP 3, LP, which consummated debt
and  equity  financing  transactions with the Company on April 15, 2003.  All of
these  advances,  plus  $2,493  of  accrued  interest,  were  repaid  to  these
individuals  on  April  17,  2003.

     In  order  to  facilitate  the  administration  of MVP 3's revolving credit
facility  with the Company and fund it, MVP 3 arranged a similar credit facility
with  Fifth  Third  Bank.  On April 15, 2003, the Company provided a guaranty of
MVP 3's obligations to Fifth Third Bank for all amounts that are directly passed
through  MVP  3  and  further  loaned  to the Company and has pledged all of its
business  assets  to  both  Fifth  Third  Bank  and  MVP  3,  LP.

                                       41



                                     PART IV

ITEM  13.     EXHIBITS,  FINANCIAL  STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A)     EXHIBITS

     The  following  exhibits are filed (or incorporated by reference herein) as
part  of  this  Form  10-KSB.

EXHIBIT
NUMBER     DESCRIPTION
------     -----------

3.1.2    Amendment to Articles of Incorporation filed with the Nevada Secretary
         of  State  on  January  3,  2002.
3.1.3    Amendment to Articles of Incorporation filed with the Nevada Secretary
         of  State  on  April  11,  2003.
3.2.1    Amended  &  Restated  Bylaws,  dated  April  15,  2003.
10.1     American  Communications  Enterprises, Inc. 2000 Stock Plan (previously
         filed  as  Exhibit  10.7  to  Form  10-KSB  filed  April  16,  2001).
10.2     Plan  of  Exchange,  dated  as of November 14, 2001, among the Company,
         Tampa  Bay  Financial,  Inc.,  Dr.  Dent, M.D. and NeoGenomics, Inc.
         (Previously filed  as  Exhibit  2.1  to  Form  10-QSB  on  November 19,
         2001).
10.3     Employment  Agreement,  dated  as  of  November  16,  2001, between the
         Company  and  Michael T.  Dent, M.D. (previously filed as Exhibit 10.16
         to Form 10-QSB  on  November  19,  2001).
10.4     Stock  Option  Agreement,  dated  as  of November 16, 2001, between the
         Company  and Michael  T.  Dent, M.D. (previously filed as Exhibit 10.15
         to Form 10-QSB  on  November  19,  2001).
10.5     Consulting  Agreement,  dated  as  of  November  16,  2001, between the
         Company and  Tampa Bay Financial,  Inc.  (previously  filed  as Exhibit
         10.14 to Form 10-QSB  on  November  19,  2001).
10.6     Shareholders  Agreement,  dated  as  of  November 16, 2001, between the
         Company,  the  Operating   Subsidiary,  selected  Company shareholders,
         Tampa Bay Financial,  Inc  and Michael T. Dent, M.D. (previously  filed
         as Exhibit 10.15 to Form  10-QSB  on  November  19,  2001).
10.7     Letter  Agreement,  dated  as of November 16, 2001, between the Company
         and Tampa Bay Financial, Inc. (previously filed as Exhibit 10.7 to Form
         10-KSB on  May  21,  2002).
10.8     Research  and  License  Agreement  Between  the  Company  and Ciphergen
         Biosystems,  Inc.  (previously  filed as Exhibit 10.8 to Form 10-QSB on
         November 20,  2002)


                                       42

10.9     Employment  Agreement,  dated as of April 15, 2003, between the Company
         and  Michael  T.  Dent,  M.D.
10.10    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  MVP  3,  L.P.
10.11    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  John  E.  Elliott.
10.12    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  Steven  C.  Jones.
10.13    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  Lawrence  R.  Kuhnert.
10.14    Shareholders Agreement, dated as of April 15, 2003, by and between the
         Company,  MVP  3  LP,  John  E.  Elliott,  Steven C.  Jones,  Larry R.
         Kuhnert and Michael  T.  Dent.
10.15    Registration  Rights  Agreement,  dated  as  of April 15, 2003, by and
         between  the  Company,  MVP  3  LP, John  E. Elliott, Steven C. Jones,
         Larry R. Kuhnert  and  Michael  T.  Dent.
10.16    Loan  and  Security Agreement, dated as of April 15, 2003, between the
         Company,  the  Operating  Subsidiary  and  MVP  3,  LP.
10.17    Security  Agreement, dated as of April 15, 2003, between the Operating
         Subsidiary  and  MVP  3,  LP.
10.18    Guaranty,  dated  as of April 15, 2003, by the Company in favor of MVP
         3,  LP.
10.19    Stock  Pledge  Agreement,  dated  as  of  April  15, 2003, between the
         Company,  the  Operating  Subsidiary  and  MVP  3,  L.P.
10.20    Loan  and  Security  Agreement,  dated  as  of  April 15, 2003, by and
         between MVP 3 LP, Fifth Third  Bank Florida, the Operating Subsidiary,
         John Elliott,  Steven  Jones,  and  Larry  Kuhnert.
10.21    Security  Agreement, dated as of April 15, 2003, between the Operating
         Subsidiary  and  Fifth  Third  Bank,  Florida.
10.22    Guaranty,  dated  as of April 15, 2003, by the Operating Subsidiary in
         favor  of  Fifth  Third  Bank,  Florida.
10.23    Real  Estate  Lease  Agreement,  dated as of May 13, 2003, between the
         Operating   Subsidiary   and   Cambridge  Management   Associates  LP.
21       The   Company's   only subsidiary  is  NeoGenomics, Inc.,  a  Florida
         corporation (the  "Operating  Subsidiary").
99.1     Certification  pursuant  to  Section  906  of the Sarbanes-Oxley Act of
         2002.

(B)     REPORTS  ON  FORM  8-K.

     The following reports on Form 8-K were filed with the SEC during the period
from  September  30,  2002  until  the  date  of  this  report  on  Form 10-KSB.

1)  On April 4,2003, we filed a Report of Form 8-K announcing that a majority of
our  shareholders  had  consented  to  amending our articles of incorporation to
reduce  the  authorized number of shares of common stock from 500,000,000 shares
to  100,000,000  shares  and  to  authorize  10,000,000 shares of a new class of
preferred  stock.  The  shareholders also consented to effecting a 1:100 reverse
stock  split  of  our  common  stock.

                                       43

2)     On  April  17,  we filed a Report of Form 8-K announcing that the Company
had experienced a change of control by virtue of the fact that MVP 3, LP and its
affiliates  had purchased 13,927,062 shares of our stock at a price of $0.01 per
share.

ITEM  14.     CONTROLS  AND  PROCEDURES

     Within  90  days prior to the date of filing of this report, we carried out
an  evaluation,  under  the  supervision  and  with  the  participation  of  our
management,  including  the Chief Executive Officer, of the design and operation
of  our disclosure controls and procedures.  Based on this evaluation, our Chief
Executive  Officer  concluded  that  our  disclosure controls and procedures are
effective  for  the  gathering,  analyzing and disclosing the information we are
required to disclose in the reports we file under the Securities Exchange Act of
1934,  within  the  time  periods specified in the SEC's rules and forms.  There
have  been  no  significant changes in our internal controls or in other factors
that could significantly affect internal controls subsequent to the date of this
evaluation.


SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       NeoGenomics,  Inc.


                                       By:  /S/  Michael  T.  Dent
                                       ----------------------
                                       Michael  T.  Dent,  M.D.
                                       President  and  Chief  Medical  Officer

                                           Date:  May  16,  2003

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.


     SIGNATURE                    TITLE                    DATE


/S/  Michael  T.  Dent       Director,  Principal           May  16,  2003
   Accounting  Officer


/S/  Kevin  J.  Lindheim      Director                      May  16,  2003




CERTIFICATION

I,  Michael  T.  Dent,  M.D.,  certify  that:

1.     I  have  reviewed  this annual report on Form 10-KSB of Neogenomics, Inc;

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement of a material fact, or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;  and

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  position, results of operations, and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report.

4.     I am responsible for establishing and maintaining disclosure controls and
procedures  for  the  registrant  and  I  have:

(i)     designed such disclosure controls and procedures to ensure that material
information  relating to the issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in  which  this  annual  report  is  being  prepared;

(ii)     evaluated the effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

(iii)     presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     I have disclosed, based on my most recent evaluation, to the registrant's
auditors  and  the  audit  committee  of  the  board  of  directors  (or persons
fulfilling  the  equivalent  function):

(i)     all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

(ii)     any  fraud,  whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     I  have  indicated  in  this  annual  report  whether  or  not there were
significant  changes  in  internal  controls  or  in  other  factors  that could
significantly affect internal controls subsequent to the date of our most recent
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material  weaknesses.

May  16,  2003

_/s/  Michael  T.  Dent,  M.D_
------------------------------
    Michael  T.  Dent,  M.D.
    President,  Chief  Medical  Officer  and
    Principal  Accounting  Officer


                                        8

                                  EXHIBIT INDEX
                                  -------------

EXHIBIT
NUMBER     DESCRIPTION
------     -----------

3.1.2    Amendment to Articles of Incorporation filed with the Nevada Secretary
         of  State  on  January  3,  2002.
3.1.3    Amendment to Articles of Incorporation filed with the Nevada Secretary
         of  State  on  April  11,  2003.
3.2.1    Amended  &  Restated  Bylaws,  dated  April  15,  2003.
10.9     Employment  Agreement,  dated  as  of  April 15, 2003, between the
         Company  and  Michael  Dent,  M.D.
10.10    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  MVP  3,  L.P.
10.11    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  John  E.  Elliott.
10.12    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  Steven  C.  Jones.
10.13    Stock  Purchase  Agreement,  dated  as  of April 15, 2003, between the
         Company  and  Lawrence  R.  Kuhnert.
10.14    Shareholders Agreement, dated as of April 15, 2003, by and between the
         Company,   MVP  3  LP,  John  E.  Elliott,  Steven C.  Jones, Larry R.
         Kuhnert and Michael  T.  Dent.
10.15    Registration  Rights  Agreement,  dated  as  of April 15, 2003, by and
         between  the  Company,  MVP  3 LP,  John  E. Elliott, Steven C. Jones,
         Larry R. Kuhnert  and  Michael  T.  Dent.
10.16    Loan  and  Security Agreement, dated as of April 15, 2003, between the
         Company,  the  Operating  Subsidiary  and  MVP  3,  LP.
10.17    Security  Agreement, dated as of April 15, 2003, between the Operating
         Subsidiary  and  MVP  3,  LP.
10.18    Guaranty,  dated  as of April 15, 2003, by the Company in favor of MVP
         3,  LP.
10.19    Stock  Pledge  Agreement,  dated  as  of  April  15, 2003, between the
         Company,  the  Operating  Subsidiary  and  MVP  3,  L.P.
10.20    Loan  and  Security  Agreement,  dated  as  of  April 15, 2003, by and
         between MVP 3 LP, Fifth Third  Bank Florida, the Operating Subsidiary,
         John Elliott,  Steven  Jones,  and  Larry  Kuhnert.
10.21    Security  Agreement, dated as of April 15, 2003, between the Operating
         Subsidiary  and  Fifth  Third  Bank,  Florida.
10.22    Guaranty,  dated  as of April 15, 2003, by the Operating Subsidiary in
         favor  of  Fifth  Third  Bank,  Florida.
10.23    Real  Estate  Lease  Agreement,  dated as of May 13, 2003, between the
         Operating  Subsidiary  and  Cambridge  Management  Associates,  LP.
99.1     Certification pursuant  to  Section  906  of the Sarbanes-Oxley Act of
         2002.