8-K/A: Current report filing
Published on February 5, 2002
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934.
November 21, 2001
Date of Report (Date of Earliest Event Reported)
Neogenomics, Inc.
(F/K/A American Communications Enterprises, Inc.)
(Exact name of registrant as specified in charter)
Commission File Number: 333-72097
Nevada 74-2897368
(State of Incorporation) (I.R.S. Employer I.D. No)
1726 Medical Boulevard
Suite 201
Naples, FL 34108
(Address of Principal Executive Offices)
(941) 923-1949
(Registrant's Telephone Number, Including Area Code)
1
Item 1. CHANGES IN CONTROL OF REGISTRANT
None.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
As reported in its Current Report on Form 8-K filed December 3, 2001,
pursuant to an Agreement and Plan of Exchange (the "Agreement") with Dr. Michael
Dent ("Dr. Dent") and Neogenomics, Inc., a Florida corporation ("Neogenomics"),
Registrant acquired 100% of the issued and outstanding common stock of
Neogenomics, which Dr. Dent owned prior to the transaction. After consummation
of the transaction, Dr. Dent owns directly 119,250,000 shares, or 41.7%, of the
Registrant's outstanding common stock. Dr. Dent also has right to receive an
additional 119,250,000 shares based on achievement of certain milestones by
Neogenomics. In addition, pursuant to the Agreement, Dr. Dent was appointed
president of the Registrant and has the present right to appoint a majority of
the directors of the Registrant.
Neogenomics is a Florida bio-tech startup company organized for the
principal purpose of developing genomics tools for women's diseases, such as
ovarian cancer, and the early diagnosis of neonatal illness. If Neogenomics
meets all of the performance milestones provided for in the Agreement, and if
Dr. Dent earns and exercises all of the stock options provided for by his
Employment Agreement with the Registrant, Dr. Dent will own 373,500,000 shares
of the Registrant's common stock, potentially representing 69.2% of the
then-outstanding common stock.
In addition, Tampa Bay Financial, Inc., a Florida corporation affiliated
with the Registrant prior to the transaction, has agreed that upon the achievement
by Neogenomics of certain milestones, it will provide up to $1,500,000 in financing
to the Registrant by the purchase of 45,000,000 restricted shares of the Registrant's
common stock. Tampa Bay Financial is obliged to purchase specified amounts of such
stock upon the achievement of the same milestones that result in the issuance to
Dr. Dent of additional stock under the Agreement.
On January 14, 2002, the Registrant changed its name to Neogenomics, Inc.
With this Amendment, the Registrant files the financial statements of
businesses acquired and pro forma financial information required by Item 7.
Item 3. BANKRUPTCY OR RECEIVERSHIP
None.
2
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
Item 5. OTHER EVENTS
None.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS
None.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Audited financial statements of Neogenomics, Inc. as of November 14, 2001
and for the period June1, 2001 (date of incorporation) through November 14,
2001.
(b) Pro forma financial information.
Pro forma combined financial information
(c) Exhibits:
2.1* Agreement and Plan of Exchange dated November 14, 2001, by and among
American Communications Enterprises, Inc., Tampa Bay Financial, Inc.,
Neogenomics, Inc. and Michael T. Dent, M.D. (previously filed as Exhibit 2.1 to
the Registrant's Quarterly Report on Form 10-Q for the period ended September
30, 2001).
* Previously filed as Exhibits to the Registrant's Current Report on Form
8-K filed December 3, 2001
Item 8. CHANGE IN FISCAL YEAR
None.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 5th day of February, 2002.
Neogenomics, Inc.
By:/s/ Michael T. Dent
Michael T. Dent, M.D.,
Chief Executive Officer
4
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
NeoGenomics, Inc.
(A Development Stage Enterprise)
TABLE OF CONTENTS
Independent Auditors' Report F-2
Financial Statements as of and for the period June 1,
2001 (date of incorporation) to November 14, 2001:
Balance Sheet F-3
Statement of Operations F-4
Statement of Stockholder's Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
F-1
5
INDEPENDENT AUDITORS' REPORT
To the Stockholder of NeoGenomics, Inc.:
We have audited the accompanying balance sheet of NeoGenomics, Inc. (the
"Company"), a development stage enterprise, as of November 14, 2001, and the
related statements of operations, stockholder's equity and cash flows for the
period June 1, 2001 (date of incorporation) to November 14, 2001. 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 the disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as the overall financial
statement presentation. We believe our audit provides 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 November 14,
2001, and the results of its operations and its cash flows for the period June
1, 2001 (date of incorporation) to November 14, 2001 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage, has incurred a
net loss, anticipates incurring net losses in the foreseeable future and will
require a significant amount of capital to commence its planned principal
operations and proceed with its business plan. As of the date of these financial
statements, no significant capital has been raised, and as such there is no
assurance that the Company will be successful in its efforts to raise the
necessary capital to commence its planned principal operations and/or implement
its business plan. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to this
matter are described in Note B. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kingery, Crouse & Hohl, P.A.
Tampa, FL
February 5, 2002
F-2
6
NeoGenomics, Inc.
(A Development Stage Enterprise)
BALANCE SHEET AS OF NOVEMBER 14, 2001
ASSETS
Current Assets - Cash and cash equivalents $ 939
Deposits 1,300
Total $ 2,239
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities - Due to affiliate $ 1,500
Stockholder's Equity:
Common stock - $0.01 par value, 100 shares
authorized, issued and outstanding 1
Additional paid-in capital 26,499
Deficit accumulated during development stage (25,761)
Total stockholder's equity 739
Total $ 2,239
=========
See notes to financial statements.
F-3
7
NeoGenomics, Inc.
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
for the period June 1, 2001 (date of incorporation)
to November 14, 2001
REVENUES $ 1,000
EXPENSES:
Employee compensation 21,000
Office rent 5,500
Advertising 157
Bank service charges 65
Printing and reproduction 39
Total expenses 26,761
Net Loss $(25,761)
=========
Net Loss Per Share - Basic and Diluted $(257.61)
=========
Weighted Average Number of Shares Outstanding 100
=========
See notes to financial statements.
F-4
8
NeoGenomics, Inc.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDER'S EQUITY
for the period June 1, 2001 (date of incorporation)
to November 14, 2001
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
Balances, June 1, 2001 (date
of incorporation) - $ - $ - $ - $ -
Issuance of common stock 100 1 - - 1
Services and office space
contributed by founding
stockholder - - 26,499 - 26,499
Net loss - - - (25,761) (25,761)
Balances,
November 14, 2001 100 $ 1 $ 26,499 $ (25,761) $ 739
======= ======= ========= ========== =========
See notes to financial statements.
F-5
9
NeoGenomics, Inc.
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
for the period June 1, 2001 (date of incorporation)
to November 14, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (25,761)
Adjustment to reconcile net loss to
net cash provided by operating activities:
Non-cash expenses 26,500
Increase in deposits (1,300)
Increase in due to affiliate 1,500
NET CASH PROVIDED BY OPERATING ACTIVITIES 939
NET INCREASE IN CASH AND CASH EQUIVALENTS 939
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 939
===========
Interest Paid $ -
===========
Taxes Paid $ -
===========
See notes to financial statements
F-6
10
NeoGenomics, Inc.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
NeoGenomics, Inc. ("we", "us", "our") was incorporated under the laws of the
state of Florida on June 1, 2001. We are considered to be in the development
stage as defined in Financial Accounting Standards Board Statement No. 7, and
are a bio-tech company organized for the principal purpose of developing genomic
tools for women's diseases, such as ovarian cancer, and the early diagnosis of
neonatal illness. Our planned principal operations have not commenced; therefore
most of our accounting policies and procedures have not yet been established.
On November 14, 2001, we agreed to be acquired by American Communications
Enterprises, Inc. ("ACE") which was formed in 1998 and succeeded to our name on
January 14, 2002. For financial statement purposes, the acquisition has been
treated as a reverse acquisition with us being treated as the acquirer.
Use of Estimates
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the 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.
Actual results could differ from our estimates.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We incurred a net loss of $25,761
through November 14, 200, anticipate incurring net losses for the foreseeable
future and will require a significant amount of capital to commence our planned
principal operations and proceed with our business plan. Accordingly, our
ability to continue as a going concern is dependent upon our ability to secure
an adequate amount of capital to finance our planned principal operations and
implement our business plan. Our plans are to issue debt, however, there is no
assurance that we will be successful in our efforts to raise the amount of
capital necessary to proceed with our business plan. These factors, among
others, indicate that we may be unable to continue as a going concern for a
reasonable period of time.
Our 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 the period June 1, 2001 (date of incorporation) to November 14, 2001, we
recognized $21,000 of employee compensation. We believe this amount represents
the fair value of services provided to us by our president during this period.
In addition, our President provided a portion of his home for office space for
no consideration, for which we believe the fair value was approximately $5,500.
Accordingly, this amount has been reflected as office rent in the accompanying
statement of operations. Because this compensation and rent will not be paid,
now or in the future, the amounts have been reflected as increases in additional
paid-in capital in the accompanying balance sheet
F-7
11
The due to affiliate consists of an unsecured, non-interest bearing advance from
an affiliate of the sole stockholder and is due on demand.
NOTE D - INCOME TAXES
During the period June 1, 2001 (date of incorporation) to November 14, 2001, we
recognized losses for both financial and tax reporting purposes. Accordingly, no
deferred taxes have been provided for in the accompanying statement of
operations.
At November 14, 2001, we had a net operating loss carryforward of approximately
$25,800 for income tax purposes. This carryforward is available to offset future
taxable income through the period ended November 14, 2021. The deferred income
tax asset arising from this net operating loss carryforward is not recorded in
the accompanying balance sheet because we established a valuation allowance to
fully reserve such asset as its realization did not meet the required asset
recognition standard established by SFAS 109.
NOTE E - LOSS PER SHARE
We compute net loss per share in accordance with SFAS No. 128 "Earnings per
Share" ("SFAS No. 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 for the
period 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 number of common and common equivalent shares outstanding during
the period. As of November 14, 2001, there were no dilutive shares outstanding;
accordingly diluted net loss per share and basic net loss per share are the
same.
F-8
12
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information.
Neogenomics, Inc.
(f/k/a American Communications Enterprises, Inc.)
PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The following unaudited pro forma combined condensed financial statements
include the historical and pro forma effects of the acquisition of Neogenomics,
Inc. These pro forma financial statements also include the historical and pro
forma effects of the issuance of 119,250,000 shares of common stock.
The following unaudited pro forma combined condensed financial statements have
been prepared by our management from our historical financial statements and the
historical financial statements of Neogenomics, Inc., which are included in this
form 8K/A. The unaudited pro forma combined condensed statements of operations
reflect adjustments as if the transactions had occurred on January 1, 2001. The
unaudited pro forma combined condensed balance sheet reflects adjustments as if
the transactions had occurred on January 1, 2001. See "Note 1 - Basis of
Presentation." The pro forma adjustments described in the accompanying notes are
based upon preliminary estimates and certain assumptions that management
believes are reasonable in the circumstances.
The unaudited pro forma combined condensed financial statements are not
necessarily indicative of what the financial position or results of operations
actually would have been if the transaction had occurred on the applicable dates
indicated. Moreover, they are not intended to be indicative of future results of
operations or financial position. The unaudited pro forma combined condensed
financial statements should be read in conjunction with our historical financial
statements and Neogenomics, Inc. and related notes thereto, which are included
in this form 8K/A.
13
NEOGENOMICS, INC. (F/K/A AMERICAN COMMUNICATIONS ENTERPRISES, INC.) AND NEOGENOMICS, INC.
COMBINED CONDENSED BALANCE SHEETS
September 30, 2001
(Unaudited)
Neogenomics, Inc.
(f/k/a American
Neogenomics, Communications ProForma ProForma
ASSETS Inc. Enterprises, Inc.) Adjustments Totals
CURRENT ASSETS - CASH $ 939 $ 500 $ - $ 1,439
Deposits 1,300 - - 1,300
TOTAL $ 2,239 $ 500 $ - $ 2,739
========== ============ ========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ - $ 9,734 $ - $ 9,734
Accrued consulting fees - 329,500 - 329,500
Advances payable to related party 1,500 130,929 - 132,429
Total current liabilities 1,500 470,163 - 471,663
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 1 1,321,983 119,250 (a) 1,348,483
(92,751) (b)
Additional paid-in capital 26,499 - (119,250) (a) -
92,751 (b)
Deficit accumulated during the development stage (25,761) (1,791,646) (1,817,407)
Total stockholders' equity deficit 739 (469,663) - (468,924)
TOTAL $ 2,239 $ 500 $ - $ 2,739
========== ============ ========== ============
14
NEOGENOMICS, INC. (F/K/A AMERICAN COMMUNICATIONS ENTERPRISES, INC.) AND NEOGENOMICS, INC.
COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD JANUARY 1, 2001 TO SEPTEMBER 30, 2001
(Unaudited)
Neogenomics, Inc.
(f/k/a American
Neogenomics, Communications ProForma ProForma
Inc. Enterprises, Inc.) Adjustments Totals
REVENUES $ 1,000 $ - $ - $ 1,000
COSTS OF REVENUES - - - -
GROSS PROFIT 1,000 - - 1,000
OPERATING EXPENSES
General and administrative 26,761 344,820 - 371,581
Total operating expense 26,761 344,820 - 371,581
LOSS FROM OPERATIONS (25,761) (344,820) - (370,581)
OTHER INCOME (EXPENSE): - - - -
NET LOSS $ (25,761) $ (344,820) $ - $ (370,581)
=========== ============ ======== ===========
NET LOSS PER SHARE
Basic and diluted $ (0.00) $ (0.00) $ (0.00)
=========== ============ ===========
Weighted average number of
shares - basic and diluted 119,250,000 72,096,000 191,346,000
=========== ============ ===========
15
Neogenomics, Inc.
(f/k/a American Communications Enterprises, Inc.)
NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited pro forma combined condensed statements of
operations present the our historical results of operations for the nine months
ended September 30, 2001and Neogenomics, Inc. for the period June 1, 2001 (date
of incorporation) to November 14, 2001 with pro forma adjustments as if the
transaction had taken place on January 1, 2001. The unaudited pro forma combined
condensed balance sheet presents the our historical balance sheet as of
September 30, 2001 and Neogenomics as of November 14, 2001, with pro forma
adjustments as if the transaction had been consummated as of January 1, 2001 in
a transaction accounted for as a purchase in accordance with accounting
principles generally accepted in the United States of America.
Certain reclassifications have been made to the historical financial
Statements to conform to the pro forma combined condensed financial statement
presentation.
2. PRO FORMA ADJUSTMENTS
The following adjustments give pro forma effect to the transaction:
(a) To record issuance of 119,250,000 shares of common stock at $0.001 par value:
Common stock $ 119,250
Additional paid in capital (119,250)
$ -
=============
(b) To eliminate negative additional paid in capital
Common stock $ (92,751)
Additional paid in capital 92,751
$ -
=============