UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D. C. 20549

                                   FORM 10-QSB

(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.

               For the quarterly period ended September 30, 2004.


( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act for
the transition period from _____ ____________ to ____________ .



                        Commission File Number: 333-72097

                                NeoGenomics, Inc.
               (Exact name of registrant as specified in charter)

            Nevada                                     74-2897368
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)



             12701 Commonwealth Drive, Suite 9, Fort Myers, FL 33913

                    (Address of principal executive offices)

                                 (239) 768-0600

              (Registrant's Telephone Number, Including Area Code)


Check 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 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.

                                YES ( X ) NO ( )

State the number of shares outstanding of each of the issuer's classes of common
equity, as of October 29, 2004.

                                   21,539,416


Transitional Small Business Disclosure Format:
                                 YES ( ) NO (X)




                                       1




                                NeoGenomics, Inc.


                              INDEX TO FORM 10-QSB

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements (unaudited)

         Consolidated Balance Sheet as of September 30, 2004.........     4

         Consolidated Statements of Operations for the three
         and nine months ended Sept 30, 2004 and 2003 ...............     5

         Consolidated Statements of Cash Flows for the nine
         months ended September 30, 2004 and 2003....................     6

         Notes to Consolidated Financial Statements..................     7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations (including cautionary statement)..    11

Item 3.  Controls and Procedures.....................................    15

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...........................................    16
Item 2.  Changes in Securities.......................................    16
Item 3.  Defaults Upon Senior Securities.............................    16
Item 4.  Submission of Matters to a Vote of Securities Holders.......    16
Item 5.  Other Information...........................................    16
Item 6.  Exhibits and Reports on Form 8-K............................    16

Signatures                                                               17




                                       2




                                     PART I

                           FORWARD-LOOKING STATEMENTS


        This Form 10-QSB, 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; Section 21E of the Securities
Exchange Act of 1934; and the Private Securities Litigation Reform Act of 1995.
The words "may", "would", "could", "will", "expect", "estimate", "anticipate",
"believe", "intend", "plan", "goal", and similar expressions and variations
thereof are intended to specifically identify forward-looking statements. These
statements appear in a number of places in this Form 10-QSB and include all
statements that are not statements of historical fact regarding the intent,
belief or current expectations of us, our directors or our officers, with
respect to, among other things: (i) our liquidity and capital resources; (ii)
our financing opportunities and plans; (iii) trends affecting our future
financial condition or results of operations; (iv) our growth strategy and
operating strategy; and (v) the declaration and payment of dividends.

        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) we have incurred significant losses since our inception, and
have experienced and continue to experience negative operating margins and
negative cash flows from operations (see Note B to the financial statements);
(ii) any material inability of us to successfully internally develop our
products; (iii) any adverse effect or limitations caused by Governmental
regulations; (iv) any adverse effect on our cash flow or on our ability to
obtain acceptable financing in connection with our growth plans; (v) any
increased competition in our business; (vi) any inability of us to successfully
conduct our business in new markets; and (vii) 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-QSB to reflect events or circumstances after the
date of this Form 10-QSB or to reflect the occurrence of unanticipated events.




                                       3




                                NeoGenomics, Inc.

                        CONSOLIDATED BALANCE SHEET AS OF
                               September 30, 2004
                                   (unaudited)

________________________________________________________________________________

ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                $     323,604
  Accounts receivable (net of allowance
   for doubtful accounts of $3,454)                               66,347
  Inventories                                                      6,222
  Other current assets                                            10,883 
    Total current assets                                         407,056

PROPERTY AND EQUIPMENT (net of accumulated
 depreciation of $150,648)                                       347,251

OTHER ASSETS - Deposits                                            2,681 

TOTAL                                                      $     756,988
                                                           ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                      $      10,978
     Deferred revenue                                            110,000
     Accrued and other liabilities                                44,128
     Due to affiliates                                           728,666 
       Total current liabilities                                 893,772 

STOCKHOLDERS' DEFICIT:
     Common stock, $.001 par value, 100,000,000
      shares authorized; 21,539,416 shares
      issued and outstanding                                      21,539
     Additional paid-in capital                                9,555,140
     Deficit                                                  (9,713,463)
       Total stockholders' deficit                              (136,784)

TOTAL                                                      $     756,988
                                                           ==============


________________________________________________________________________________
See notes to consolidated financial statements.




                                       4




                                NeoGenomics, Inc.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

_____________________________________________________________________________________________

                                   For the        For the        For the         For the
                                 Nine-Months    Nine-Months    Three-Months    Three-Months
                                   Ended          Ended           Ended           Ended
                                  Sept 30,       Sept 30,        Sept 30,        Sept 30,
                                    2004           2003            2004            2003

REVENUE                       $    422,254    $    233,418    $    121,859     $    90,240

COST OF REVENUE                    417,133         335,634         132,773         127,418 

GROSS (DEFICIT) PROFIT               5,121        (102,216)        (10,914)        (37,178)

OTHER OPERATING EXPENSES:
Selling, general and
 administrative                    447,510         263,730         137,091          88,390
Interest expense                    66,820          25,769          22,851          12,546 
 Total other operating
  expenses                         514,330         289,499         159,942         100,936 

NET INCOME (LOSS)             $   (509,209)   $   (391,715)   $   (170,856)   $   (138,114)
                              =============   =============   =============   =============

NET INCOME (LOSS) PER SHARE-
Basic and Diluted             $      (0.03)   $      (0.03)   $      (0.01)   $      (0.01)
                              =============   =============   =============   =============

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING -

  Basic and Diluted             19,350,912      13,015,319      20,785,612      18,449,416

                              =============   =============   =============   =============

_____________________________________________________________________________________________
See notes to consolidated financial statements.




                                       5




                                NeoGenomics, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

________________________________________________________________________________
                                                  For the            For the
                                                Nine-Months        Nine-Months
                                                   Ended              Ended
                                                  Sept 30,           Sept 30,
                                                   2004                2003
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                       $  (509,209)     $  (391,715)
 Adjustments to reconcile net loss
  to net cash provided by (used in)
  operating activities:
   Depreciation                                      64,908           36,831
   Provision for bad debts                           12,694           12,299
   Non-cash expenses                                      -           30,346
 Changes in assets and liabilities, net:
   (Increase) decrease in accounts
    receivables, net of write-offs                  (15,179)         (21,088)
   (Increase) decrease in inventory                   4,370            5,767
   (Increase) decrease in pre-paid expenses          (2,217)          (7,315)
   (Increase) decrease in other current assets       (6,040)           2,000
   (Increase) decrease in deposits                    4,540            3,916
   Increase (decrease) in due to bank                     -          (13,518)
   Increase (decrease) in deferred revenues               -                -
   Increase (decrease) in accounts payable
    and other liabilities                           (61,069)         (54,428)

NET CASH (USED IN) PROVIDED BY OPERATING
 ACTIVITIES                                        (507,202)        (396,905)

CASH FLOWS FROM INVESTING ACTIVITIES -
 Purchases of property and equipment                (14,473)         (28,958)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Advances from affiliates, net                       80,000          351,334
 Issuances of common stock, net
  of transaction expenses                           740,228          114,271 

NET CASH PROVIDED BY FINANCING ACTIVITIES           820,228          465,605 

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                   298,553           39,742

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       25,051                - 

CASH AND CASH EQUIVALENTS, END OF PERIOD        $   323,604      $    39,742
                                                ============     ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Interest paid                                  $    86,474      $     3,695
                                                ============     ============

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

________________________________________________________________________________
See notes to consolidated financial statements.




                                       6




                                NeoGenomics, Inc.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

________________________________________________________________________________

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

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., a Nevada corporation ("ACE"). As a
result of the acquisition, NEO became the operating subsidiary of ACE. ACE was
formed in 1998 and succeeded to NEO's name on January 3, 2002 (collectively NEO
and ACE are referred to as "NeoGenomics", the "Company", "we", "us", or "our"
throughout this Form 10-QSB).

On April 4, 2003, we amended our articles of incorporation to (1) effect a
one-for-100 reverse split of our common stock, (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 April 2003 reverse stock split as though it had
been completed as of January 1, 2003.

Basis of Presentation

Our accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form 10-QSB
and Rule 10-1 of Regulation S-X of the Securities and Exchange Commission (the
"SEC"). Accordingly, these consolidated financial statements do not include all
of the footnotes required by accounting principles generally accepted in the
United States of America. In our opinion, all adjustments (consisting of normal
and recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the nine months ended September 30, 2004
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2004. The accompanying consolidated financial statements and
the notes thereto should be read in conjunction with our audited consolidated
financial statements as of and for the year ended December 31, 2003 contained in
our Form 10-KSB.

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 payers. 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




                                       7




with any payers that are not adequately provided for in the accompanying
consolidated financial statements.

Accounts Receivable and Allowance for Doubtful Accounts

We record accounts receivable net of estimated and contractual discounts. 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 our accounts receivable and our historical collection experience for
each type of payer. Bad debts are charged off to the allowance account at the
time they are deemed uncollectible.

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.

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 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 debt, and we expect to continue to seek additional funding
through private or public equity and debt. As discussed in Note C, 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, as discussed at Note D, during the period January
1, 2004 through September 30, 2004 we raised approximately $760,000 from the
sale of our common stock, and we anticipate selling additional shares in the
future. Finally, we have begun to ramp up our laboratory operations and generate
operating revenues. However, there can be no assurance that cash generated from
operating and financing activities 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.

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 - RELATED PARTY TRANSACTIONS

During 2003, we paid $72,500 to one of our Directors for various consulting work
in connection with helping to organize and manage our financial affairs. During
the nine months ended September 30, 2004, we incurred and paid $44,000 to this
same Director for his continued services.




                                       8




During 2002, we borrowed funds from the Naples Women's Center ("NWC"), a company
owned by our Chairman, to meet our short-term cash needs. These amounts were
advanced to us with a stated interest rate of 8% and an initial maturity date of
October 2004. At September 30, 2004, we owed NWC approximately $28,700 under
this arrangement which amount remains outstanding as of the date of this 10-QSB.

In late 2002 and early 2003, in order to meet short term cash needs, we borrowed
$177,000 from three 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 below). These amounts, having a stated
interest rate of 8%, were repaid in April 2003 in connection with the financing
transaction described below.

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 at that time and agreed to make available up to $1.5
million of debt financing in the form of a revolving credit facility (the
"Credit Facility"), with a stated interest rate of prime + 8%. The debt
financing and approximately 50.4% 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 Credit Facility, we are able to borrow up to $500,000 on
an unsecured basis, plus an amount not exceeding 80% of our "eligible" accounts
receivable (as defined) and 50% of our net furniture and equipment balance. At
September 30, 2004 we owed MVP 3, LP $700,000 under the Credit Facility and had
approximately $7,400 of due, but unpaid interest in our accounts payable
balance. Advances are secured by substantially all of the assets in the
accompanying consolidated balance sheet; however such security interest is
subordinate to the first security interest we granted to Fifth Third Bank, an
unrelated financial institution that has entered into a separate loan agreement
with MVP 3, LP and its principals. The Company is also a guarantor of certain
parts of this indebtedness with Fifth Third Bank. The Credit Facility matures on
March 31, 2005 and all amounts outstanding thereunder (including any unpaid
interest) are due at that time.

With respect to this agreement, we are subject to the following restrictive
covenants: (i) we are not to incur indebtedness outside of this agreement in
excess of $50,000 without written authorization of MVP 3, L.P., (ii) we cannot
declare or pay any dividend on our common stock, and (iii) we are also subject
to other general covenants typical of an instrument of this kind. In addition,
as a condition to these transactions, the Company, 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.

NOTE D - EQUITY FINANCING TRANSACTIONS

During the nine months ended September 30, 2004, we sold 3,040,000 shares of our
common stock in a series of private placements at $0.25/share to unaffiliated
third party investors. These transactions generated net proceeds to the Company
of approximately $740,000 after deducting certain transaction expenses. Under
the terms of the stock purchase agreements used in these transactions, the
Company has agreed to use its reasonable best efforts to file with the SEC
within 180 days of any transaction, and to cause to be declared effective
thereafter, a resale registration statement which includes the shares purchased
by such third party investors. As of October 30, 2004, the Company had not filed
such resale registration statement with the SEC and is in breach of such




                                       9




provision under two of the stock purchase agreements executed with third party
investors. The Company currently anticipates filing such resale registration
statement by year-end.

NOTE E - STOCK OPTIONS

During the nine months ended September 30, 2004, options to purchase 50,000
shares of stock were exercised for an aggregate exercise price of $3,500. Also
during this period, the Company agreed to issue 895,000 new stock options. The
options, which were granted at prices that equaled the trading value of our
common stock on the date of the grants, carry a weighted average exercise price
of $0.23/share and vest according to both the passage of time and meeting
certain performance milestones.


NOTE F - SUBSEQUENT EVENTS

Subsequent to September 30, 2004 our Board of Directors authorized the issuance
of up to 200,000 stock warrants in connection with a one year consulting
contract with vesting based on the passage of time as well as the meeting of
certain performance criteria. In addition, our Board of Directors also
authorized the issuance of up to 100,000 incentive stock options in connection
with the appointment of an independent director for the Company.

End of Financial Statements




                                       10




Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview

NeoGenomics, Inc. operates a medical testing laboratory and research facility
based in Fort Myers, Florida that is targeting the rapidly growing genetic and
molecular testing segment 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 clinicallaboratory  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 3-4 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:

          o    clinical lab testing,
          o    anatomic pathology testing, and
          o    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.

We believe 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 paternity, cystic fibrosis or Tay-Sachs disease.




                                       11




Both cytogenetics and molecular biology have become important and accurate
diagnostic tools over the last five years and new tests are being developed
rapidly, 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 laboratory sub
segments.

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       Primarily Cancer         Rapidly Growing
Estimated  Revenue/Test (1)      $5 - $35/Test        $25 - $400/Test         $200 - $800/Test
 Estimated Size of Market      $25 - $30 Billion   $6.0 - $7.0  Billion      $1.0 - $2.0 Billion
 Estimated Annual Growth
      Rate of Market               4.0 -5.0%             6.0 -7.0%                 25.0 - 40+%
___________________________________________________________________________________________________

Source:   Research Analysts and Company Estimates
(1) Estimated Revenue/Test is for the technical component of such tests and does
not include revenue for the professional component or interpretation of such
tests.

We compete in the marketplace based on the quality and accuracy of our test
results, our turn-around times and our ability to provide after-test support to
those physicians requesting consultation. We believe our average three day
turn-around times on oncology-related cytogenetics tests is among the best in
the industry and is helping to increase the usage patterns of cytogenetics tests
by our referring oncologists and hematopathologists. Based on anecdotal
information, we believe that most competing cytogenetics labs typically have
7-21 day turn-around times on average. Traditionally, longer turn-around times
for cytogenetics tests have resulted in fewer tests being ordered since there is
an increased chance that the test results will not be returned within an
acceptable diagnostic window when other adjunctive diagnostic test results are
available. We believe our turn-around times are resulting in our referring
physicians requesting more of our testing services in order to augment or
confirm other diagnostic tests, thereby giving us a significant competitive
advantage in marketing our services against those of other competing
laboratories.

The cytogenetics and molecular biology testing markets in general are seasonal
and the volumes of such tests tend to decline somewhat in the summer months as
referring physicians and their patients are vacationing. In southern Florida,
currently our primary referral market for lab tests, this seasonality is further
exacerbated because a meaningful percentage of the population returns to homes
in the Northern U.S. to avoid the hot summer months. We estimate that our growth
rates during the second and third quarter of each year will be somewhat impacted
by these seasonality factors.

The following discussion and analysis should be read in conjunction with the
financial statements for the three and nine months ended September 30, 2004,
included with this Form 10-QSB. Readers are also referred to the cautionary
statement, which addresses forward-looking statements made by us.




                                       12




Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments
underlying them, are disclosed in the Notes to the Financial Statements for the
fiscal year ended December 31, 2003 included in our Form 10-KSB. We have
consistently applied these policies in all material respects. At this stage of
our development, these policies primarily address matters of revenue and expense
recognition. Management does not believe that our operations to date have
involved uncertainty of accounting treatment, subjective judgment, or estimates,
to any significant degree.

Results of Operations for the Three Months ended September 30, 2004 as Compared
to the Three Months ended September 30, 2003

During the three months ended September 30, 2004, we generated revenues and
costs of revenues of approximately $122,000 and $133,000, respectively, versus
revenues and costs of revenues of approximately $90,000 and $127,000,
respectively for the three months ended September 30, 2003. This resulted in a
gross margin deficit of approximately $11,000 for the three months ended
September 30, 2004, which is a 70% improvement over the gross margin deficit of
approximately $37,000 reported for the three months ended September 30, 2003.
This change is primarily attributable to our 35% increase in revenues for the
period ended September 30, 2004 as compared to the period ended September 30,
2003. This increase was offset by additional costs associated with moving to a
new laboratory facility in August 2003, which is included for the entire three
month period ending September 30, 2004. We believe our gross margin will
continue to improve as we perform more tests. During the most recent quarter, we
further increased our penetration into existing referral sources for cytogentics
tests, which helped to offset the historical reduction in testing volumes
attributable to seasonality issues associated with our geographic market.
However, penetration into new referral sources during the three month period
ending September 30, 2004 was impacted by the unprecedented four hurricanes that
hit Florida during August and September 2004.

Our selling, general and administrative expenses for the most recent quarter
were approximately $137,000, versus selling, general and administrative expenses
of approximately $88,000 for the three months ended September 30, 2003. This
increase was primarily due to an increase in headcount to support the growth of
our operations. Interest expense for the most recent quarter was approximately
$23,000, compared to approximately $13,000 of interest reported for the three
months ended September 30, 2003. Interest expense is primarily comprised of
interest payable on advances under our Credit Facility as well as interest
payable on advances from other related parties and the increase is primarily a
result of our increased borrowing.

Results of Operations for the Nine Months ended September 30, 2004 as Compared
to the Nine Months ended September 30, 2003

During the nine months ended September 30, 2004, we generated revenues and costs
of revenues of approximately $422,000 and $417,000, respectively, versus
revenues and costs of revenues of approximately $233,000 and $336,000,
respectively, for the nine months ended September 30, 2003. This resulted in a
positive gross margin of approximately $5,000 for the nine months ended
September 30, 2004, which is an approximately $107,000 improvement over the
gross margin deficit of approximately $102,000 reported for the nine months
ended September 30, 2003. This change is primarily attributable to our 81%
increase in revenues for the period ended September 30, 2004 as compared to the
period ended September 30, 2003. This increase was offset by additional costs
associated with moving to a new laboratory facility in August 2003 and costs of
additional laboratory personnel required to handle the substantial increase in
testing volumes versus the prior period.




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Our selling, general and administrative expenses for the nine months ended
September 30, 2004 were approximately $448,000, versus selling, general and
administrative expenses of approximately $264,000 for the nine months ended
September 30, 2003. This increase was primarily due to an increase in sales and
management headcount to support the growth of our operations. Interest expense
for the nine months ended September 30, 2004 was approximately $67,000, compared
to approximately $26,000 of interest reported for the nine months ended
September 30, 2004. Interest expense is primarily comprised of interest payable
on advances under our Credit Facility as well as interest payable on advances
from other related parties and the increase is primarily a result of our
increased borrowing.

Liquidity and Capital Resources

During the nine months ended September 30, 2004, our operating activities used
approximately $507,000 in cash. This amount primarily represented cash used to
pay general and administrative expenses associated with our operations and fund
our working capital needs. We also spent approximately $14,000 on new equipment.
We were able to finance operations and equipment purchases primarily through the
sale of equity securities and net advances under our Credit Facility, which
together provided approximately $820,000 over the nine months ended September
30, 2004. At September 30, 2004, we had cash and cash equivalents of
approximately $324,000.

During the nine months ended September 30, 2004, we sold 3,040,000 shares of our
common stock in a series of private placements at $0.25/share to unaffiliated
third party investors. These transactions generated net proceeds to the Company
of approximately $740,000 after deducting for certain transaction expenses.
Under the terms of the stock purchase agreements used in these transactions, the
Company has agreed to use its reasonable best efforts to file with the SEC
within 180 days of any transaction, and to cause to be declared effective
thereafter, a resale registration statement which includes the shares purchased
by such third party investors. As of October 30, 2004, the Company had not filed
such resale registration statement with the SEC and is in breach of such
provision under two of the stock purchase agreements executed with third party
investors. The Company currently anticipates filing such resale registration
statement by year-end.

On April 15, 2003, we entered into equity and debt financing agreements with
Medical Venture Partners and its principals. Under the terms of the equity
agreements, affiliates of Medical Venture Partners purchased 13,927,062 shares
of our common stock for $0.01 per share which resulted in net proceeds to the
company of $114,271 after deducting transaction expenses of approximately
$25,000. As a result of these equity transactions, the Company experienced a
change of control. Under the terms of the debt financing agreements, MVP 3, LP,
a partnership controlled by Medical Venture Partners, agreed to make available
up to $1.5 million of debt financing in the form of a revolving credit facility
(the "Credit Facility").

Under the terms of the Credit Facility, our advances 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) $500,000 that
is not tied to any specific collateral. Interest under the revolving credit
agreement is payable monthly at the prime rate plus 8.0%. As of September 30,
2004, we had approximately $700,000 in principal amount outstanding under the
Credit Facility.

Over the next twelve months, we plan to finance our operations through cash on
hand, sales of equity securities and borrowings under the Credit Facility with
MVP 3. While we believe that, based on our current business plan, these sources
will be sufficient to finance our operations over the next twelve months, there
can be no assurance that we will have sufficient cash on hand or be able to
realize a sufficient amount of capital from the sale of equity securities or
have sufficient availability under our Credit Facility to fund our operations.




                                       14




If we are unable to obtain such funding, we will be required to curtail or
discontinue operations.

Capital Expenditures

We currently forecast capital expenditures for the coming year in order to
execute on our business plan. We plan to fund these expenditures through
borrowings under our Credit Facility with MVP 3, LP and through traditional
lease financing from equipment lessors. There can be no assurance that we will
be eligible to obtain all of our capital equipment funding needs from MVP 3, LP
or another source. If we are unable to obtain such funding, we will be required
to curtail our equipment purchases, which may have an impact on our ability to
generate revenues.

Staffing

We plan to increase our work force. Currently, we have six full-time and two
part-time employees and three consultants that provide services to the Company.
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. In addition, we intend to continue building our sales force
in an effort to sustain our sales growth, as well as add personnel in
management, accounting, and administrative functions.

Item 3 - CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this report, our Chief Executive and Principal Financial Officer evaluated
the effectiveness of our disclosure controls and procedures. Based on the
evaluation, which disclosed no significant deficiencies or material weaknesses,
our Chief Executive and Principal Financial Officer concluded that our
disclosure controls and procedures are effective as of the end of the period
covered by this report. There were no changes in our internal control over
financial reporting that occurred during the most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.




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                          PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings

    NONE

Item 2.  Changes in Securities

During the nine months ended September 30, 2004, we sold 3,040,000 shares of our
common stock at $0.25/share, which generated net proceeds to the Company, after
deducting certain transaction expenses, of approximately $740,000. These shares
are initially restricted shares, however, the Company has agreed to use its
reasonable best efforts to file with the SEC within 180 days after any
transaction, and cause to become effective thereafter, a resale registration
statement covering such shares. In addition, during the nine months ended
September 30, 2004, options to purchase 50,000 shares were exercised for an
aggregate exercise price of $3,500.

Item 3.  Defaults Upon Senior Securities

    NONE

Item 4.  Submission of Matters to a Vote of Securities Holders

    NONE

Item 5.  Other Information

    NONE

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

The following exhibits are filed as part of this Form 10-QSB.

     Exhibit
      Number    Description


        31.1    Certification of NeoGenomics, Inc. Chief Executive and Principal
                Financial Officer, Thomas H. White, pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

        32.1    Certification of NeoGenomics, Inc. Chief Executive and Principal Financial
                Officer, Thomas H. White, pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.



(b)  Reports on Form 8-K.

     No reports on Form 8-K were filed with the SEC during the period covered by this
     report.




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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.


     Date:   November 10, 2004              /s/ Thomas H. White   
                                                 Thomas H. White
                                               Chief Executive and
                                            Principal Financial Officer




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