May 21, 2002 - 10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

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, 2001

( ) 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)

355 Interstate Blvd., Sarasota, FL 34240
Address of Principal Executive Offices:

(941) 923-1949
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 $1,000.

The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 31, 2002 was $1,951,275. 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.

Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of March 15, 2002.

405,000,000 Common Shares

Documents Incorporated By Reference - NONE

Transitional small business disclosure format. _ Yes X No

PART I

Forward-Looking Statements.

Any matters discussed or incorporated by reference in this Form 10-KSB that are
not historical facts are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Any expressions
that indicate future events and trends are forward-looking statements and are
subject to risks and uncertainties that could cause actual results to differ
materially from historical results, results that we anticipate or results
expressed or implied by such forward-looking statements. Our future performance
and financial results could differ materially from those reflected in this
report due to general financial, economic, regulatory and political conditions
or additional factors unknown to us at this time, as well as specific risks and
uncertainties such as those set forth in documents filed by us with the SEC.

Item 1.

DESCRIPTION OF BUSINESS

NeoGenomics, Inc. owns and operates a genetic testing and research facility
based in Naples, Florida specializing in women's health issues. Our common stock
is listed on the NASDAQ Bulletin Board (OTCBB) under the symbol "NOGN." Our
business plan features two concurrent objectives:

1. Development of a clinical laboratory to offer routine cytogenetics
testing (i.e. chromosome studies used in prenatal diagnosis of birth
defects) and high-end molecular genetics services (i.e. DNA
sequencing) using state of the art technology, and

2. Investment of any laboratory profits (and additional capital from
other sources) in the development of a research laboratory to develop
a genetic based non-invasive replacement test for amniocentesis and to
develop genomic products that will determine the genetic basis for
female and neonatal diseases and cancers (See "Research and
Development").

The combination of a clinical genetic and molecular biology laboratory with a
cutting edge research facility is designed to allow for a short-term profit
strategy, as well as long-term growth. We have recently opened our clinical
laboratory and obtained the certifications necessary to begin operations. We
have also hired a research director and begun preliminary research activities.

Historical Development

NeoGenomics, Inc. (f/k/a American Communications Enterprises, Inc.) was
incorporated in Nevada in 1998. We commenced an IPO effective August 24, 1999.

Our original purpose was to acquire and operate radio stations in Texas and
other geographic regions of the United States. We intended to develop related
Internet services to network our planned regional clusters of radio stations in
such markets. We believed that this cross-marketing strategy would allow us to
offer greater advertising capabilities to potential advertisers, and therefore
avail us of possibly greater revenue opportunities than available to radio
stations on a "stand alone" basis. However, we were 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, the new
management team reevaluated the Company's strategic plan. 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 November, 2001, we entered into negotiations to acquire
NeoGenomics, Inc., a Florida corporation ("NeoGenomics"). NeoGenomics' business
plan was to develop a new procedure for amniocentesis that would not involve the
injection of a needle inside the womb, and new advanced genetic testing methods,
products for non-invasive prenatal diagnosis, and unlocking the genetic and
molecular causes of female and neonatal diseases.

In November 2001, we entered into a Plan of Exchange with NeoGenomics,
Tampa Bay Financial Financial, Inc. and Michael Dent, M.D. with respect to our
acquisition of NeoGenomics. This transaction had the following principal terms:

o The Company acquired 100% of the outstanding shares of
NeoGenomics, which became a wholly-owned subsidiary of the
Company.

o Dr. Dent received 119,250,000 shares of our common stock. He also
received the right to receive an additional 119,250,000 shares
based upon the achievement of certain mile stones by NeoGenomics.

o 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 Lindheim as a director.

o Tampa Bay Financial Financial, Inc. agreed to purchase 45,000,000
shares of the Company's common stock for a price of $.0333 cents
per share, or a total of $1,500,000, payable upon the achievement
of certain milestones.

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

o 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.

o Dr. Dent received options to purchase up to 135,000,000 shares of
the Company's common stock. Dr. Dent's right to exercise these
options will vest upon the achievement of certain milestones set
forth in the option agreement.

In May 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. Under the terms of the letter agreement, the parties agreed
as follows:

1. The parties restructured the obligation of Tampa Bay Financial to
purchase 45,000,000 shares of the Company's common stock. In particular, the
Company agreed that Tampa Bay Financial would immediately purchase 9,000,000
shares of common stock at a price of $.0333 per share, or $300,000. This amount
will be payable through the cancellation of $190,000 of advances made by Tampa
Bay Financial to the Company together with the additional payments of $110,000
during May 2002. Tampa Bay Financial agreed to purchase the remaining 36,000,000

at a price of $.0333 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 71,550,000 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 47,700,000 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 could receive the fees
payable under its consulting agreement through the issuance of shares rather
than the payment of cash. In this connection, the Company agreed to issue
6,000,000 shares to Tampa Bay Financial 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 no more than 1,000,000 shares per month.

The Company agreed to amend the employment agreement with Dr. Dent to
provide that Dr. Dent would have the right to receive his salary under the
agreement in the form of shares of common stock. In this connection, the Company
agreed to issue 6,249,600 shares to Dr. Dent in exchange for $62,496 of salary
accrued through May 16, 2002. The Company further agreed to issue shares in lieu
of salary during the next six months, based upon the current stock price,
provided, that in no event would Dr. Dent receive more than 1,041,600 shares per
month.

4. The Company agreed to file a Form S-8 to cover any resales of shares
received by Dr. Dent or Tampa Bay Financial under their consulting agreement and
employment 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 45,000,000 to be purchased by Tampa Bay Financial 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 Tampa
Bay Financial. Additionally, the consulting agreement with Tampa Bay Financial
would be terminated.

For purposes of the letter agreement, a "substitution event" means 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. The Company agreed release Tampa Bay Financial for any failure to
fulfill its funding obligations in the original Plan of Exchange. The Company
also agreed to release Dr. Dent and the Company from any failure to complete the
stages set forth in the Plan of Exchange.

NeoGenomics 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 female and neonatal genetic issues
in medicine.

NeoGenomics was incorporated in Florida on June 1, 2001. We acquired
NeoGenomics on November 14, 2001 and later changed our parent company's name to
"NeoGenomics, Inc." and began to implement our new business plan.

Business of NeoGenomics

We currently operate a clinical laboratory located in Naples, Florida. We
offer three types of genetic diagnostic services.

Cytogenetic Testing. Cytogenetic tests are routinely used to identify
genetic abnormalities in pregnancy, as well as hematologic cancers. Most of
our cytogenetic testing is chromosome analysis done through karyotyping (an
analysis of the chromosomes in a single cell from one individual). As an
adjunct to traditional chromosome analysis, we utilize Fluorescence In Situ
Hybridization (FISH) technology to expand the capabilities of routine
chromosome analysis in prenatal testing. FISH technology permits
preliminary identification of the most frequently occurring numerical
chromosomal abnormalities within 48 hours, while classical cytogenetic
testing typically takes one to two weeks. The past decade has witnessed
significant advances in molecular biology that have already had a profound
impact on research in human genetics. Such developments have been applied
to the clinical practice of medical genetics with a speed perhaps unmatched
in any other field of biomedical science. 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.

The rapid detection of numerical chromosomal anomalies is made possible
through centromere-specific repetitive DNA probes and chromosome-specific
unique-sequence probes. The successful application of FISH to interphase
cells, once the specificity and sensitivity of appropriate probes are
determined, will be a welcome addition to the diagnostic armamentarium of
clinical cytogenetics, providing rapid results and possibly overcoming much
of the labor-intensive activity of tissue culture and karyotyping.

Although FISH has great potential in a variety of cytogenetic studies,
particular attention has been focused on its use in prenatal diagnosis of
chromosomal anomalies, because of the speed with which results are
attainable. 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.

Biochemical Testing. NeoGenomics offers both triple (AFP3(R)) & quad
(AFP4(R)) marker prenatal genetic screening tests. AFP4(R)advanced
screening testing has a higher detection rate and a lower false positive
rate than the previous triple screen in assessing fetal risk of neural tube
defects, Down Syndrome and Trisomy 18. We currently provide these tests on
an outsourced basis.

Molecular Genetics Testing. NeoGenomics' test menu includes DNA tests used
in the screening and diagnosis of single gene disorders and hematological
cancers. Today there are tests for about 450 genetic diseases. However, the
majority of these tests remain available only to research laboratories and
are offered only to family members of someone who has been diagnosed with a
genetic condition. About 50 genetic tests are available for clinical use.
We currently provide these tests on an outsourced basis.

We plan to serve the following markets:

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 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. But
these tests do 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.

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 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, but we still have not entered an era in
which doctors can medically treat most conditions that are discovered
prenatally.

General Population: Our laboratory has the capabilities to perform genetic
testing in the following areas:

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

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

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

|X| To confirm diagnosis of certain diseases or disorders (for example,
Alzheimer's disease).

We initially will target all obstetricians in the Southwest Florida area
that perform amniocentesis. Other potential customers we have identified for our
clinical laboratory include:

1. Local cytogenetics consultation
2. High-end clinical molecular lab services
3. Hospitals needing karyotyping performed on tissue and blood samples
4. Hematologists and Oncologists who need the use of flow cytometry,
diagnostic molecular biology, and cytogenetics testing.
5. Breast Cancer profiles
6. Regional reference labs for other major lab carriers such as Labcorp,
Quest, and DSI Labs.

With an estimated $20 billion generated in the diagnostic testing industry
in 2001, genetic testing is expected to be a rapidly growing sector of this
market. According to an October report by Frost & Sullivan entitled "U.S.
Genetic Testing", genetic testing in the U.S. totaled $319.9 million in 2000. Of
that amount, $203.3 million was generated from prenatal testing. According to
the National Center for Health Statistics, there were 103,874 amniocentesis
performed in 1999.

Distribution Methods

The Company performs all genetic testing at its clinical laboratory
facility located in Naples, Florida, and then reports the results using a fully
integrated interactive web site.

Status of New Products or Services

NeoGenomics is compiling a genetic database and using a software program to
link phenotypic data with the genetic data, and will use this information as a
resource for the research and development lab, as well as in the
bio/genetic-informatics arena. The sharing of intellectual property can be a
source of revenue, and we expect to protect our genetic database, as well as any
future testing methodology discovered within our research and development lab in
order to sell the proprietary rights to various other research and clinical
laboratories.

Doctors now can test for genetic susceptibility for diseases like breast,
ovarian or colon cancer, heart disease or Alzheimer's disease. These tests are
most often offered to members of families at high risk for genetic conditions or
to people who participate in research studies. Genetic counselors and some
doctors can help a person understand what genetic predisposition to a disease
will mean in an individual case.

Competitive Business Conditions

We are engaged in segments of the human healthcare products industry that
are extremely competitive. Competitive factors in the genetic diagnostics
services 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 and elsewhere are numerous and include
major pharmaceutical, surgical device and biotechnology companies. Some of these
competitors may have more extensive research and development, regulatory,
manufacturing and production capabilities. Some competitors may have greater
financial resources. These companies may succeed in developing products that are
more effective than any that we have or may develop and may also prove to be
more successful than we are in producing and marketing 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. Each of our products and services faces different competitive
challenges. We have described many of them below.

Cytogenetic Testing. Currently there is no local facility in the Southwest
Florida region offering fetal karyotyping. Most large labs currently send
their amniocentesis to regional centers 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 with the development of an integrated web site to report real
time results.

Biochemical Testing. The clinical chemistry segment of our industry has
been consolidated to a large extent, and the two largest national clinical
laboratories in the U.S. -- Quest Diagnostics and Laboratory Corporation of
America -- have a significant market share of outpatient testing. In 1999,
Quest Diagnostics acquired the clinical laboratory operations of SmithKline
Beecham Clinical Laboratories. The clinical laboratories' product offerings
are broader and the two companies have more substantial financial and
operational resources than the Company. Other competitors in this segment
include special-purpose clinical laboratories and manufacturers of test
kits and other diagnostic tools.

Genetic Diagnostic Services. The United States market for prenatal
cytogenetic and biochemical 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.
NeoGenomics believes that the industry as a whole is still quite
fragmented, with the top 20 laboratories accounting for approximately 50%
of market revenues.

Genetic testing is performed by a relatively small number of large hospital
systems, university medical centers and large commercial laboratories.
Genzyme, Laboratory Corporation of America and Quest Diagnostics are the
primary competitors with appreciable market share. Demand for this type of
testing is growing due to new therapeutic drug treatments for specific
genetic conditions. These drug treatments are often administered after
genetic testing is complete in order to maximize effectiveness. The number
of tests and the demand for existing tests will continue to grow as
therapeutic treatments options expand. We expect to continually evaluating

our test offerings to capitalize on this growth. In addition to the
competition for customers, there is increasing competition for qualified
personnel, particularly in the laboratory.

Sources and Availability of Raw Materials and Names of Principle Suppliers

Through an informed consent process, we are starting to compile a genetic
database correlating genetic information to phenotypic (medical history) data
for the purposes of research analysis. We have formed an alliance with the
Naples Women's Center for the provision of blood and tissue study samples at no
charge to the Company, and identified other potential strategic partners
interested in becoming involved with our research. Naples Women's Center is a
medical practice controlled by Dr. Michael Dent, our largest shareholder and
President.

Dependence on Major Customers

We may become dependent on major customers, especially during our first
years of service. Our first customer will be the Naples Women's Center, a
medical practice founded and controlled by Dr. Michael Dent, our president and
largest shareholder. This company is expected to be our major client in 2002. We
intend to market our services to area physician groups and hospitals which,
among other things, should reduce dependency on Naples Woman's Center.

Trademarks

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

Need for Government Approval and Effect of 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

Cytogenetic Testing and Biochemical Testing. The Company's laboratory is
located in 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 act affect our genetics laboratories.

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 the
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 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 believes 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 would include the
inability to perform services for compensation, and upon obtaining a
license, may be 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.

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.

Following a study of pricing practices in the clinical laboratory industry,
the Office of the Inspector General ("OIG") of HHS conducted a study of pricing
practices, and in January 1990 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.

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. Proposed security
standards for electronic health data, published in August 1998, have not yet
been finalized. 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.

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. In the United States, the FDA classifies products as either
"devices," "drugs" or "biologics." Products that do not achieve their principal
intended purpose through chemical action within or on the body and which are not
dependent upon being metabolized by the patient's body in order to be effective
are classified by the FDA as "devices" while other products are classified as
"drugs" or "biologics."

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.

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
bloodborne 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.

Research and Development

Our primary research goal is to create a proprietary non-invasive prenatal
genetic test. With the development of a non-invasive prenatal genetic test, we
foresee a dramatic shift in current testing methodology. If we are able to
develop this test, we believe it would become the industry standard by
eliminating the technical barriers and risk to the mother and fetus. By
licensing this technology, we could act as a portal to all non-invasive genetic
testing of unborn infants.

Currently, approximately 100,000 pregnant mothers per year have
amniocentesis performed. Of this group, approximately 0.5% result in
miscarriage. A non-invasive test should reduce this number considerably and
increase the marketability of amniocentesis to the nation's population of
pregnant women which is approximately 4,000,000 women per year.

Discovering the underlying genetic causes of female diseases is the heart
of our research. Cancers of the ovary, uterus, cervix, and breast all have an
underlying genetic basis. Identifying the genetic sequences unique to these
diseases would allow us to identify which individuals are at increased genetic
risk of developing these cancers. We plan to develop proprietary testing that
will allow for accurate screening, early detection, and ultimately cure of a
number of female diseases.

Our research and development laboratory will focus on determining the
genetic causes of female reproductive diseases such as uterine, ovarian,
endometrial and cervical cancers. We will also focus our research on development
of non-invasive prenatal genetic testing and other innovative genetic screening
of neonates.

Number of Employees

We currently have 5 full time employees. Our President serves approximately
half-time and our Chief Financial Officer [and five other consultants] serve
part time on an as needed basis by virtue of an arrangement with Tampa Bay
Financial, Inc.

ITEM 2. PROPERTIES

Our principal offices are located at the offices located of Tampa Bay
Financial, Inc. at 355 Interstate Blvd., Sarasota, Florida. Tampa Bay Financial
provides this space to us without charge.

Our laboratory is located in a 2200 square foot office at 1085 Business
Lane, #8, Naples, Florida, 34108. We lease this space from an unaffiliated third
party.

ITEM 3. LEGAL PROCEEDINGS

Not applicable.

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

On December 16, 2001, a majority of our shareholders approved by written
consent the change of our name from American Communications Enterprises, Inc.
to NeoGenomics, Inc. The majority shareholders held 152,481,706 shares out of
285,750,000 shares held outstanding.

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. Trading commenced November 11, 1999.

QUARTER HIGH BID LOW BID

4th Quarter 1999 $9.00 $0.31
1st Quarter 2000 $1.00 $0.034
2nd Quarter 2000 $0.484 $0.07
3rd Quarter 2000 $0.109 $0.025
4th Quarter 2000 $0.23 $0.04
1st Quarter 2001 $0.158 $0.025
2nd Quarter 2001 $0.05 $0.012
3rd Quarter 2001 $0.007 $0.039
4th Quarter 2001 $0.012 $0.035
1st Quarter 2002 $0.025 $0.009

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 Dreyfus.com web site.

As of March 31, 2002 there were 258 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 7,835,800 shares of common stock to Tampa Bay Financial, Inc.
in settlement of debts in the amount of $156,410.04. The transaction was valued
at $.02 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 238,500,000 shares of common stock in connection with its
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.

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

Overview

The following discussion and analysis should be read in conjunction with the
financial statements for the period ended December 31, 2001 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 it's focus to genomics, which included acquiring a
private company desiring to become public. For financial statement purposes, the
merger has been treated as a reverse acquisition with NeoGenomics, Inc. being
treated as the acquiree.

Readers are referred to the cautionary statement, 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, and we are currently in
the process of developing genomic tools for women's diseases.

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.

Results of Operations

Although we have been in existence for 7 months, management's efforts to develop
our business have not yet resulted in generation of significant revenues. For the
period from incorporation in June 2001 to date, we have not generated significant
revenues and incurred a net loss of $8,077,966 of which $7,960,600 were non-cash
charges. These expenses are primarily related to our initial development and
implementation of our business plan.

Future Periods

Management expects that research, general and administrative, and amortization
of deferred stock compensation personnel costs (other than those for initial
development), will increase substantially in 2002 and in future years, as we
expand our research and development efforts. Most of our other operating
expenses, however, are expected to grow with time and expansion associated with
the opening of our laboratory facility which was certified in April 2002.

Liquidity and Capital Resources

During 2001, the Company's operating activities used approximately $77,400 in
cash. This amount primarily represented cash used to pay general and
administrative expenses associated with the operation of the Company. The
Company was able to finance operations primarily through net advances of
approximately $157,300 received from its principal shareholder and other
affiliates. At December 31, 2001, we had cash and cash equivalents of $77,200.

At the present time, the Company has very limited cash resources. The Company
does not anticipate that it will generate a significant cash flow from
operations activities until the later half of 2002. As a result, the Company
anticipates that it will require at least $900,000 in additional working capital
financing during the next 12 months in order to meet its requirements during
this period. The Company currently plans to finance its operations through the
sale of shares of its common stock to Tampa Bay Financial, Inc. In this
connection, Tampa Bay Financial has agreed to purchase $900,000 in shares from
the Company over the next 12 months and $500,000 in shares during 2003. These
shares will be purchased at the price of $.0333 per share. Based upon our
current plans and assumptions relating to our business plan, we currently

believe that the financing from Tampa Bay Financial will be sufficient to meet
our working capital requirements during the next 12 months. However, in the
event that Tampa Bay Financial does not provide this funding when scheduled, or
if the Company's operating expenses are greater than anticipated, or if our
plans change or our assumptions prove to be inaccurate, we would need to obtain
working capital from other sources. At the present time, we have no commitments
from any other parties to provide such financing and there can be no assurance
that such financing would be available. If we are unable to obtain such
financing, we may not be able to implement our business plan.

Capital Expenditures

Management currently forecasts capital expenditures for the coming year to be
approximately $500,000. We plan to fund these expenditures through the sale of
shares to Tampa Bay Financial.

Staffing

We plan to increase our work force. Currently, we have four full-time employees.
We plan to add additional research scientists to assist us in the development of
new products. Upon development of these products, we plan to build a sales force
to sell to end-users. We also intend to add personnel in the accounting,
administrative and investor relations areas. Management has added three
employees during 2002 and expects to add further personnel during the balance of
2002. We expect the cost of these additional employees will be in excess of
$200,000 in 2002.

ITEM 7. FINANCIAL STATEMENTS

NeoGenomics, Inc.
(A Development Stage Enterprise)

Consolidated Financial Statements as of and
for the period June 1, 2001 (date of incorporation)
to December 31, 2001
and Independent Auditors' Report

NeoGenomics, Inc.
(A Development Stage Enterprise)

TABLE OF CONTENTS

________________________________________________________________________________

Page

Independent Auditors' Report 23

Consolidated Financial Statements as of and for the period
June 1, 2001 (date of incorporation) to December 31, 2001:

Consolidated Balance Sheet 24

Consolidated Statement of Operations 25

Consolidated Statement of Stockholders' Deficit 26

Consolidated Statement of Cash Flows 27

Notes to Consolidated Financial Statements 28

________________________________________________________________________________

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, 2001, and the related consolidated statements of operations,
stockholders' deficit and cash flows for the period June 1, 2001 (date of
incorporation) to December 31, 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 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 audit provides a
reasonable basis for our opinion.

In our opinion, the 2001 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2001, and the results of its operations and cash flows for
the period June 1, 2001 (date of incorporation) to December 31, 2001, 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 is in the development
stage, 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.

Kingery, Crouse & Hohl, P.A.
May 20, 2002
Tampa, FL

NeoGenomics, Inc.
(A Development Stage Enterprise)

CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2001

ASSETS

CURRENT ASSETS:
Cash $ 77,216
Deposits 1,300
Total current assets 78,516

PROPERTY AND EQUIPMENT (net of accumulated
depreciation of $73) 2,827

TOTAL $ 81,343
=============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable $ 19,302
Accrued payroll 9,600
Due to affiliates 157,314
Total current liabilities 186,216

STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 500,000,000
shares authorized; 405,000,000 shares
issued and outstanding 405,000
Additional paid-in capital 11,358,995
Deferred stock compensation (3,790,902)
Deficit accumulated during the development
stage (8,077,966)
Total stockholders' deficit (104,873)

TOTAL $ 81,343
=============
________________________________________________________________________________

See notes to consolidated financial statements.

NeoGenomics, Inc.
(A Development Stage Enterprise)

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD JUNE 1, 2001 (DATE OF INCORPORATION) TO
DECEMBER 31, 2001
________________________________________________________________________________

REVENUE $ 1,000

OPERATING EXPENSES:
Stock based compensation 7,960,600
General and administrative 118,366
Total operating expenses 8,078,966

NET LOSS $(8,077,966)
============
NET LOSS PER SHARE - Basic and
Diluted $ (0.02)
============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING - Basic and Diluted 377,110,100
============

________________________________________________________________________________

See notes to consolidated financial statements.

NeoGenomics, Inc.
(A Development Stage Enterprise)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD JUNE 1, 2001 (DATE OF INCORPORATION) TO DECEMBER 31, 2001

________________________________________________________________________________________________________________________________________________
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 founder at inception 238,500,000 238,500 6,890,000 - - 7,128,500

Services and office space contributed
by founding stockholder - - 26,500 - - 26,500

Common stock issued November 14, 2001 for acquisition
of American Communications Enterprises, Inc. 131,733,896 131,733 (302,656) - - (170,923)

Common stock issuances for services:
at $.03 per share on November 15, 2001 4,789,683 4,790 138,900 - - 143,690
at $.02 per share on November 20, 2001 22,140,621 22,141 420,671 - - 442,812

Conversion of stockholder advances on November 21, 2001 7,835,800 7,836 149,080 - - 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 405,000,000 $ 405,000 $ 11,358,995 $ (3,790,902) $(8,077,966) $ (104,873)
============= ========== ============= ============= ============ ============

________________________________________________________________________________________________________________________________________________

See notes to consolidated financial statements.

NeoGenomics, Inc.
(A Development Stage Enterprise)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD JUNE 1, 2001 (DATE OF INCORPORATION) TO DECEMBER 31, 2001
________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (8,077,966)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 73
Amortization of deferred stock compensation 245,598
Stock based compensation and consulting 7,715,002
Non-cash expenses 26,500
Changes in assets and liabilities, net:
Increase in deposits (1,300)
Increase in accounts payable and other liabilities 14,686

NET CASH USED IN OPERATING ACTIVITIES (77,407)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,900)
Cash acquired in acquisition 209

NET CASH USED IN INVESTING ACTIVITIES (2,691)

CASH FLOWS FROM FINANCING ACTIVITIES-
Advances from affiliates, net 157,314

NET INCREASE IN CASH AND CASH EQUIVALENTS 77,216

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -

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

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued in acquisition of American Communications Enterprises:
Accounts Payable $ 14,216
Advances from stockholder (subsequently converted
to common stock) 156,916
Total $ 171,132
=============

Deferred compensation on grants of stock options $ 4,036,500
=============

________________________________________________________________________________

See notes to consolidated financial statements.

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 14, 2002. As a result of this acquisition,
the accompanying consolidated financial statements include the accounts of NEO
and ACE (collectively referred to as "we", "us", "our"). All significant
intercompany accounts and balances have been eliminated in consolidation.

For financial statement purposes, the acquisition has been treated as a reverse
acquisition and a recapitalization with NEO being treated as the acquirer. In
connection therewith, ACE issued 238,500,000 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 ($0.03 per share based on the price at which ACE's
shares were trading at that time) has been included in stock based compensation
and in the accompanying statement of operations. Immediately before the
acquisition, ACE had 131,733,896 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.

As a result thereof, all references to the number of shares and par value in the
accompanying financial statements and notes thereto have been adjusted to
reflect the reverse acquisition, including the authorized number of shares of
our common stock and its par value as though all such changes had been completed
as of June 1, 2001.

We are 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 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.

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. Actual results could differ from our estimates.

Financial Instruments

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

Property and Equipment

Property 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.

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.
Temporary differences arise primarily because expenses associated with employee
stock options are not deductible for income tax purposes until the options are
exercised.

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 consist of employee stock options,
have been excluded from diluted net loss per common share calculations because
they are anti-dilutive. Accordingly, basic and diluted net loss per share are
identical as of December 31, 2001.

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. We expect to seek additional funding
through the issuance of debt or equity securities. However, there can be no
assurance that we will be successful in these efforts. These factors, among
others, indicate that we may be unable to continue as a going concern.

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 - INCOME TAXES

We recognized losses for both financial and tax reporting purposes during the
period June 1, 2001 (date of incorporation) to December 31, 2001. Accordingly,
no provision for income taxes and/or deferred income taxes payable have been
provided for in the accompanying consolidated financial statements.

The provision for income taxes for the period June 1, 2001 to December 31, 2001
is made up of the following:

Current $ -
Deferred (126,000)
Change in valuation reserve 126,000

Provision for income taxes $ -
==============

Since our inception, we have incurred net operating losses for income tax
purposes of approximately $75,000. These net operating loss carryforwards expire
in the year ended December 31, 2021, however because we have experienced changes
in control and have incurred significant operating losses, utilization of the
income tax loss carryforward is not assured. As a result, the non-current
deferred income tax asset arising from these net operating loss carryforwards
and from temporary differences related to non-deductible stock based
compensation are not recorded in the accompanying consolidated balance sheet
because we established a valuation allowance to fully reserve such assets as
their realization did not meet the required asset recognition standard
established by SFAS 109.

At December 31, 2001, we had no deferred tax liabilities and our non-current
deferred income tax asset, using an effective rate of approximately 39%
consisted of the following:

Deferred income tax asset- noncurrent:
Operating loss carryforward $ 30,000
Employee stock options 96,000
Valuation reserve (126,000)

Deferred income tax asset - noncurrent $ -
==============

NOTE D - EQUITY TRANSACTIONS

Incentive Stock Options and Awards

We have granted our president the option to purchase 135 million shares of our
common stock as certain development milestones are completed. The exercise price
of these options is $.0001 per share and they expire in November 2011. As of
December 31, 2001 none of the milestones had been completed. We have estimated
the time it will take for these options to vest and have included them in the
schedule below.

The status of our stock options is summarized as follows:

Number Weighted
of Average
Shares Exercise Price

Outstanding at June 1, 2000 - -

Granted 135,000,000 $ .0001
Exercised - -
Canceled - -
Outstanding at December 31, 2001 135,000,000 $ .0001
=========== ========

Options exercisable at:
December 31, 2001 - $ -
December 31, 2002 22,500,000 .0001
December 31, 2003 45,000,000 .0001
December 31, 2004 67,500,000 .0001

Outstanding at December 31, 2001 135,000,000 $ .0001
=========== ========

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
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 is 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.

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:

Net loss:
As reported $ (8,077,966)
=============
Pro forma $ (8,083,966)
=============
Loss per share:
As reported $ (0.02)
=============
Pro forma $ (0.02)
=============

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
$0.03. 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.

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 100 million shares of
our common stock, none of which have been granted as of December 31, 2001.
Vesting and exercise price provisions will be determined by the board of
directors at the time the awards are granted.

NOTE E- OTHER RELATED PARTY TRANSACTIONS

During 2001 we received net advances of approximately $115,000 from Tampa Bay
Financial, Inc., ("TBF") one of our stockholders. The advances, which are
non-interest bearing, unsecured and due on demand, may be converted to shares of
our common stock at $.0333 per share under certain circumstances.

During 2001, we received net advances of approximately $42,000 from the Naples
Women's Center ("NWC"), a company owned by our president. These advances are
non-interest bearing, unsecured and due on demand.

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 is one year and may be extended, at
the option of TBF, for two additional one-year terms. The fee under this
agreement is $10,000 per month. At December 31, 2001, we incurred approximately
$15,000 related to this agreement. Under certain circumstances, these amounts may be
repaid with issuances of our common stock. TBF also has a right of first refusal
to purchase any securities we may offer at 50% of their proposed purchase price.
This right expires November 30, 2003.

NOTE F - COMMITMENTS

During September 2001, we placed an order for a PowerGene System. This
equipment, which has a cost of approximately $80,000, which will be used for
research, development and clinical testing, was received by us in 2002.

NOTE G - SUBSEQUENT EVENTS

During the period January 1, 2002 to May 20, 2002, we received advances of
approximately $75,000 and $130,000 from TBF and NWC, respectively.

In addition, during this period we purchased approximately $203,000 of property and
equipment.

________________________________________________________________________________

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 1, 2001:

Name Age Position

Michael T. Dent 38 President, Chief Executive Officer, and Chairman
Carl L. Smith 59 Director

Matthew A. Veal 43 Director and Chief Financial Officer
Kevin Lindheim 42 Director

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

Dr. Dent has been our President and Chief Executive Officer since November 2001.
He founded our NeoGenomics in June 2001 and continues to serve as its President.
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 Diplomate and
fellow of the American College of Obstetricians and Gynecologists. He sits on
the Board of the Florida Life science Biotech Initiative.

Carl L. Smith -Director

Mr. Smith is Chief Executive Officer of Tampa Bay Financial, Inc. and is an
entrepreneur in marketing, sales and business development. Mr. Smith served as
the Chief Executive Officer of the Company from November 2000 through November
2001. He has served as a director of the Company since November 2000. He has also
served as Chief Executive Officer and a member of the Board of Directors of
DNAPrint genomics, Inc. (and its predecessor in interest) from 1994 to present.
During that period, while DNAPrint's predecessor in interest was known as
Catalyst Communications, Inc., Catalyst and its subsidiaries filed for
protection from creditors under the United States bankruptcy laws. Catalyst
emerged from bankruptcy court protection in 1999. Mr. Smith also served on the
Board of Directors of Diversified Resources Group, Inc. from 1994 to 1996 and
from April 1999 to present. In 1997, Diversified Resources Group, Inc. and its
subsidiaries filed for protection from creditors under the United States
bankruptcy laws. It emerged from bankruptcy court protection in July 1999. Mr.
Smith also serves on the Boards of Directors of Heroes, Inc., and CDX.com,
Incorporated.

Matthew A. Veal - Director and Chief Financial Officer

Mr. Veal, who is an inactive Certified Public Accountant, is currently our Chief
Financial Officer and served on the board of directors from November 2000 to
present. Mr. Veal is currently Chief Financial Officer of Tampa Bay
Financial, Inc. and also has served as Chief Financial Officer for Diversified
Resources Group, Inc. from 2000 to the present and served on its board of
directors from 1996 to 2002. In 1997, Diversified Resources Group, Inc. and its
subsidiaries filed for protection from creditors under the United States
bankruptcy laws. It emerged from bankruptcy court protection in July 2000. From
1997 to 1998 Mr. Veal was Chief Accounting Officer for Kosmas Group
International. From 1995 to 1997 he was Chief Financial Officer for our
predecessor in interest, Catalyst Communications, Inc. In January 1999, Catalyst
and its subsidiaries filed for protection from creditors under the United States
bankruptcy laws. Catalyst emerged from bankruptcy court protection in 2000. Mr.
Veal also served from 2000 to 2002 on the Board of Directors and still serves as
Chief Financial Officer of the Company. Mr. Veal is a graduate of the University
of Florida's Fisher School of Accounting.

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 Bonus

Dr. Michael T. Dent 2001 $9,600 $0 (1)
President, Chief Executive Officer, and 2000 - -
Chairman 1999 - -

Matthew Veal 2001 $0 $99,679 (2)
Chief Financial Officer, and 2000 - -
Director 1999 - -

(1) In November, 2001, Dr. Dent received options to purchase 135,000,000 shares
of common stock at $0.001 per share.

(2) Paid in shares of Company common stock issued pursuant to Registration
Statement on Form S-8.

Employment Agreements.

We entered into a five-year Employment Agreement with Dr. Michael Dent dated
November 16, 2001 to serve as our President and Chief Executive Officer.

The employment agreement has an initial term of 5 years 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 executive officer of
the Company and NeoGenomics. Dr. Dent has agreed to devote at least 50% of his
business time and efforts to the business affairs of the Company during the term
of the agreement. Dr. Dent will receive a salary of $125,000 until such time as
the Company generates a positive cash flow from operations for a period of three
consecutive months. At that time, Dr. Dent's compensation will be increased to
$200,000. After the salary is increased to $200,000, the salary will be further
increased at an annual rate of $20,000 for each additional 10% of the
executive's business time which is devoted to his duties under the agreement (in
excess of the initial 50% requirement set forth in the agreement). Dr. Dent's
salary will also be increased by any increases in the consumer price index. The
employment agreement provides that the Company will pay for heath insurance for
Dr. Dent and his family and provide him with an automobile allowance of $300 per
month, as well as any other benefits which are generally available to the
Company's other executive employees.

In connection with the employment agreement, the Company granted Dr. Dent a
stock option pursuant to which he is entitled to acquire up to 135,000,000
shares of the common stock at a price of $.0001 per share. The option has a term
of 10 years. Dr. Dent's right to exercise the options will vest in accordance
with the following schedule:

o 22,500,000 shares will vest when either the Company or a third party
publishes a study regarding NeoGenomics research which has been
subject to customary peer review.

o 22,500,000 shares will vest when NeoGenomics' laboratory operations
(excluding research )achieve profitability for any 12 month period.

o 22,500,000 shares will vest when the Company's market capitalization
equals or exceeds $25,000,000.

o 22,500,000 shares will vest when NeoGenomics completes substantially
all of the research necessary for NeoGenomics' primary product.

o 22,500,000 shares will vest when the Company introduces its primary
product to the market place.

o 22,500,000 shares will vest when the Company or Dr. Dent fulfills
other reasonable conditions during the fifth year of operations (with
such conditions to be established by the members of the board of
directors).

Notwithstanding the foregoing, the option will also become fully vested in the
event the Company's market capitalization exceeds $56,250,000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of May 1, 2002, certain information
concerning beneficial ownership of shares of common stock and the approximate
percentage ownership of common stock with respect to each director and executive
officer of the Company, and (iii) all directors and executive officers of the
Company as a group. No person other than Dr. Dent is known to the Company to own
5% or more of the outstanding shares of Common Stock.

Title Of Class Name And Address Of Beneficial Amount Of Beneficial
Owner Ownership Percent Of Class

Common Michael T. Dent M.D. 238,500,000 58.9%
1726 Medical Blvd.
Naples, FL 34110

Kevin Lindheim
9220 Bonita Beach Road
Common Bonita Springs, FL 34135 19,500 0.01%

Carl L. Smith
Common 355 Interstate Blvd. 0 0%
Sarasota, FL 34240

Matthew A. Veal
Common 355 Interstate Blvd. 3,874,286 1.0%
Sarasota, FL 34240

Common Directors and Officers as a 242,393,786 59.8%
Group (4 persons)

(1) These shares consist of 119,250,000 shares which Dr. Dent has received,
71,550,000 which the Company has agreed to deliver to Dr. Dent and
47,700,000 shares which Dr. Dent is entitled to receive upon the
fulfillment of certain conditions set forth in the Plan of Exchange.

As reported in our 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"),
we acquired 100% of the issued and outstanding common stock of NeoGenomics,
which Dr. Dent owned prior to the transaction. Upon the consummation of the
transaction, Dr. Dent received 119,250,000 shares. 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 and has the present right to appoint a majority of the
directors.

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 our common stock, potentially representing 69.2% of the
then-outstanding common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company shares space, on a rent-free basis, with Tampa Bay Financial,
Inc. Carl L. Smith, a director of the Company, is an officer and director of
Tampa Bay Financial, Inc.

During 2001, net advances from Tampa Bay Financial to us were approximately
$157,347. The advances are non-interest bearing, and will be repaid through the
issuance of our common stock at $.0333 per share.

During 2001, we borrowed funds from the Naples Women's Center ("NWC"), a
company owned by Michael Dent, M.D., our president and principal shareholder, to
meet our short-term cash needs. These amounts are due upon demand. At December
31, 2001, we owed NWC approximately $42,315.

During November 2001, we entered into an agreement with Tampa Bay Financial
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 is
one year and may be extended, at the option of Tampa Bay Financial, for two
additional one-year terms. The fee under this agreement is $10,000 per month. At
December 31, 2001, we incurred approximately $15,000 in expenses related to this
agreement. TBF also has a right of first refusal to purchase securities we may
offer at 50% of their proposed price. This right expires in May 2003.

During April 2001, we entered into agreements with seven individuals (six
of whom are employed by TBF) to provide us with consulting services in
connection with our business and acquisition projects. These agreements were
terminated in November 2001. Compensation was payable in shares of our stock,
based on the fair market value of the services and the market value of our stock
on the issue date. For fiscal year 2001, we incurred approximately $1,379,300 in
expenses relate to these agreements.

PART IV

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

(a) Exhibits

3(i).1 Charter (previously filed as Exhibit 1 to the Registration Statement
on Form SB-2 filed February 10, 1999)

3(i).2 Amendment to Articles of Incorporation (previously filed as Exhibit
3(i).1 to Form 10-QSB filed November 14, 2000)

3(ii) Bylaws (previously filed as Exhibit 1 to the Registration Statement
on Form SB-2 filed February 10, 1999)

10.1 American Communications Enterprises, Inc. 2000 Stock Plan (previously
filed as Exhibit 10.7 to Form 10KSB 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.

10.3 Employment Agreement dated as of November 16, 2001 between the Company
and Michael Dent, M.D. (previously filed as Exhibit 10.16 to Form 10KSB
filed on November 19, 2001).

10.4 Stock Option Agreement (previously filed as Exhibit 10.15 to Form 10KSB
filed on November 19, 2001).

10.5 Consulting Agreement (previously filed as Exhibit 10.14 to Form 10KSB filed
on November 19, 2001).

10.6 Shareholders Agreement (previously filed as Exhibit 10.17 to Form 10KSB
filed on November 19, 2001).

10.7 Letter Agreement dated as of May 16, 2002

21. The Company's only subsidiary is NeoGenomics, Inc., a Florida
corporation.

(b) Reports on Form 8-K. The Company filed a Current Report on Form 8-K on
December 3, 2001. Such Report disclosed a change in control of the Company and an
amendment to its articles of incorporation.

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 Executive Officer

Date: May 21, 2002

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/ Carl L.Smith Director May 21, 2002
Carl L. Smith

/s/ Matthew A. Veal Director, Chief Financial May 21, 2002
Matthew A. Veal and Accounting Officer

/s/ Kevin J. Lindheim Director May 21, 2002
Kevin J. Lindheim