June 20, 2003 - 10QSB: Optional form for quarterly and transition reports of small business issuers

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

FORM 10-QSB

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

For the quarterly period ended March 31, 2003.

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

Commission File Number: 333-72097

NeoGenomics, Inc.
(F/K/A American Communications Enterprises, Inc.)
(Exact name of registrant as specified in charter)

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

1726 Medical Blvd, Suite 101, Naples, FL 34110

(Address of principal executive offices)

(239) 513-1992

(Registrant's Telephone Number, Including Area Code)

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

YES (X) NO ( )

State the number of shares outstanding of each of the issuer's classes of common
equity, as of June 15, 2003.

18,409,416

Transitional Small Business Disclosure Format:

YES ( ) NO (X)

NeoGenomics, Inc.

INDEX TO FORM 10-QSB

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (unaudited)

Consolidated Balance Sheet as of March 31, 2003........................4

Consolidated Statements of Operations for the three months ended
March 31, 2003 and the three months ended March 31, 2002...............5

Consolidated Statements of Cash Flows for the three months
ended March 31, 2003 and the three months ended March 31, 2002.........6

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

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (including cautionary statement).................10

Item 3. Controls and Procedures 13

PART II. OTHER INFORMATION

Item 1. Legal Proceedings......................................................14
Item 2. Changes in Securities..................................................14
Item 3. Defaults Upon Senior Securities........................................14
Item 4. Submission of Matters to a Vote of Securities Holders..................14
Item 5. Other Information......................................................14
Item 6. Exhibits and Reports on Form 8-K.......................................14

Signatures 16

PART I

FORWARD-LOOKING STATEMENTS

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

Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, many of
which are beyond our ability to control. Actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors. Among the key risks, assumptions and factors that may affect operating
results, performance and financial condition are changes in technology,
fluctuations in our quarterly results, ability to continue and manage our
growth, liquidity and other capital resources issues, competition and the other
factors discussed in detail in our filings with the Securities and Exchange
Commission.

NeoGenomics, Inc.

CONSOLIDATED BALANCE SHEET AS OF
March 31, 2003
(unaudited)
________________________________________________________________________________

ASSETS

CURRENT ASSETS:
Cash $ 1,741
Accounts receivable (net of allowance for
doubtful accounts of $17,394) 73,522
Inventory 24,704
Total current assets 99,967

PROPERTY AND EQUIPMENT (net of accumulated
depreciation of $50,228) 379,244

OTHER ASSETS - Deposits 516

TOTAL $ 479,727
==============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable $ 126,118
Deferred revenue 100,000
Accrued and other liabilities 59,234
Due to affiliates 215,666
Total current liabilities 501,018

LONG TERM LIABILITIES:
Due to affiliates 58,666

Total Liabilities 559,684

STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 100,000,000 shares
authorized; 4,482,354 shares issued and outstanding 4,482
Additional paid-in capital 8,698,857
Deficit accumulated during the development stage (8,668,491)
Deficit (114,805)
Total stockholders' deficit (79,957)

TOTAL $ 479,727
==============
________________________________________________________________________________

See notes to consolidated financial statements.

NeoGenomics, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
________________________________________________________________________________

For the For the
Three-Months Three-Months
Ended Ended
March 31, 2003 March 31, 2002

REVENUE $ 70,169 $ -

COST OF REVENUE 97,043 -

GROSS (DEFICIT) PROFIT (26,874) -

OPERATING EXPENSES:
Stock based compensation - 491,916
General and administrative 75,488 88,925
Research and development 8,175 -
Interest expense 4,269 -
Total operating expenses 87,932 589,841

NET INCOME (LOSS) $ (114,806) $ (580,841)
============= =============

NET INCOME (LOSS) PER SHARE - Basic and
Diluted $ (0.03) $ (0.14)
============= =============

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING -
Basic and Diluted 4,482,354 4,050,000
============= =============
________________________________________________________________________________

See notes to consolidated financial statements.

NeoGenomics, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
_______________________________________________________________________________________

For the For the
Three-Months Three-Months
Ended Ended
March 31, 2003 March 31, 2002

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (114,806) $ (580,841)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 11,864 5,156
Amortization of deferred stock compensation - 491,916
Provision for bad debts 7,406 -
Non-cash expenses 11,504 -

Changes in assets and liabilities, net:
(Increase) decrease in accounts receivables,
net of write-offs (40,846) -
(Increase) decrease in inventory (5,398) -
(Increase) decrease in other receivables 2,000 -
(Increase) decrease in deposits (3,400) (516)
Increase (decrease) in due to bank (13,518) -
Increase (decrease) in deferred revenues - -
Increase (decrease) in accounts payable and
other liabilities 16,708 25,920

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (121,686) (58,365)

CASH FLOWS FROM INVESTING ACTIVITIES -
Purchases of property and equipment (8,573) (123,476)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from affiliates, net - 105,653
Advances from investors 132,000 -

NET CASH PROVIDED BY FINANCING ACTIVITIES 132,000 105,653

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,741) (76,188)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 77,216

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,741 $ 1,028
============ ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Interest paid $ - $ -
============ ===========

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

_______________________________________________________________________________________

See notes to consolidated financial statements.

NeoGenomics, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
________________________________________________________________________________

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

Basis of Presentation

Our accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form 10-QSB
and Rule 10-1 of Regulation S-X of the Securities and Exchange Commission (the
"SEC"). Accordingly, these consolidated financial statements do not include all
of the footnotes required by accounting principles generally accepted in the
United States of America. In our opinion, all adjustments (consisting of normal
and recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2003 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2003. The accompanying consolidated financial statements and
the notes thereto should be read in conjunction with our audited consolidated
financial statements as of and for the year ended December 31, 2002 contained in
our Form 10-KSB.

Principles of Consolidation

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

Revenue Recognition

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

Allowance for Doubtful Accounts

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

Use of Estimates

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

NOTE B - GOING CONCERN

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

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

NOTE C - RELATED PARTY TRANSACTIONS

We occasionally borrow funds from the Naples Women's Center ("NWC"), a company
owned by our president, to meet our short-term cash needs. These amounts have
been advanced to us with a stated interest rate of 8% and are due upon demand.
At March 31, 2003, we owed NWC approximately $117,300. Approximately $58,700 of
this amount was repaid in April 2003 in connection with the financing
transaction described in Note D.

During the three months ended March 31, 2003, in order to meet short term cash
needs, we borrowed $132,000 from three individuals who are affiliates of Medical
Venture Partners, LLC ("Medical Venture Partners"), a venture capital firm with
whom we were negotiating a financing transaction (see Note D). These amounts,
having a stated interest rate of 8%, were repaid in April 2003 in connection
with the financing transaction described in Note D.

NOTE D - OTHER SUBSEQUENT EVENTS

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

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

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

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

Overview

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

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

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

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

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

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

Comparison of the Medical Testing Laboratory Market Segments:

Attributes Clinical Anatomic Pathology Genetic/Molecular
Testing Performed On Blood, Urine Tissue/cells Chromosomes/
Molecules

Volume High Low Low
Physician Involvement Low High - Pathologist Low
Malpractice Insur. Required Low High Low
Other Professionals Req. None None Cyto Geneticist/
Molecular Geneticist
Level of Automation High None Moderate
Diagnostic in Nature Usually Not Yes Yes
Types of Diseases Tested Many Possible Primarily Cancer Rapidly Growing
Estimated Revenue/Test $5 - $35/Test $25 - $100/Test $200 - $800/Test
Estimated Size of Market $25 - $30 Billion $6.0 - $7.0 Billion $1.0 - $2.0 Billion
Estimated Annual Growth Rate of
Market 4.0 -5.0% 6.0 - 7.0% 25.0 - 40+%

Source: Wall Street Research Analysts and Company Estimates

The following discussion and analysis should be read in conjunction with the
financial statements for the three months ended March 31, 2003, included with
this Form 10-QSB. Readers are also referred to the cautionary statement, which
addresses forward-looking statements made by us.

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments
underlying them, are disclosed in the Notes to the Financial Statements for the
fiscal year ended December 31, 2002 included in our Form 10-KSB. We have
consistently applied these policies in all material respects. At this stage of
our development, these policies primarily address matters of 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 for the three months ended March 31, 2003

During the three months ended March 31, 2003, we generated revenues and costs of
revenues of approximately $70,200 and $97,000 and we incurred a net loss of
approximately $114,800. We believe our gross margin will improve as we continue
to add more testing volume to our business. Our general and administrative
expenses were approximately $75,500 and are mainly comprised of administrative
services expenses, wages and depreciation. Research and development expenses
were approximately $8,200 and are mainly comprised of wages and other expenses
to put our research program into place. Interest expenses were approximately
$4,300 and are mainly comprised of interest payable on advances from related
parties.

Testing volumes and revenues began to show significant increases during the
three months ended March 31, 2003. During the quarter we billed $70,169 for 174
tests which resulted in average revenue per test of $403.27. Revenues per test
are a function of both the nature of the test and the payer (Medicare, Medicaid,
third party insurer, etc.). Our policy is to record amounts billed at the
amounts we expect to be collected based on published or contracted amounts and
prior experience with the payer. We have established a reserve for uncollectible
amounts based on estimates of what we will collect from co-payments and those
procedures performed that are not covered by insurance.

Since we did not begin laboratory testing operations until May 2002, operating
comparisons with the three months ended March 31, 2002 are not relevant.
However, on a sequential basis, our revenues increased by approximately 23% and
our testing volumes increased by approximately 44% compared to the three months
ending December 31, 2002.

Liquidity and Capital Resources

During the three months ended March 31, 2003, our operating activities used
approximately $121,700 in cash. This amount primarily represented cash used to
pay general and administrative expenses associated with our operations. We also
spent $8,600 on new equipment. We were able to finance operations and equipment
purchases primarily through net advances of approximately $132,000 received from
significant shareholders. At March 31, 2003, we had cash and cash equivalents of
approximately $1,741.

On April 15th, 2003, the Company entered into agreements with MVP 3 LP ("MVP
3"), a fund controlled by Medical Venture Partners, LLC, and its principals to
provide approximately $139,000 of equity financing and up to $1.5 million of
debt financing in the form of a revolving credit facility to the Company.

Under the terms of the revolving credit agreement, advances to the Company are
limited, at any given time, to the sum of i) 50% of our net property, plant and
equipment; (ii) 80% of our accounts receivable that are less than 90 days old;
and (iii) beginning on July 1, 2003, $500,000 that is not tied to any specific
collateral. Interest under the revolving credit agreement is payable monthly at
the prime rate plus a spread of 8.0%.

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

Capital Expenditures

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

Staffing

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

CAUTIONARY STATEMENT

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

Item 3 - CONTROLS AND PROCEDURES

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

PART II. - OTHER INFORMATION

Item 1. Legal Proceedings

NONE

Item 2. Changes in Securities

During the three months ending March 31, 2003, we did not issue any securities.

Item 3. Defaults Upon Senior Securities

NONE

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

NONE

Item 5. Other Information

NONE

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

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

Exhibit
Number Description

3.1.2 Amendment to Articles of Incorporation filed with the Nevada
Secretary of State on January 3, 2002 (previously filed as Exhibit
3.1.2 to Form 10-KSB on May 20, 2003).

3.1.3 Amendment to Articles of Incorporation filed with the Nevada
Secretary of State on April 11, 2003 (previously filed as Exhibit
3.1.3 to Form 10-KSB on May 20, 2003).

3.2.1 Amended & Restated Bylaws, dated April 15, 2003 (previously filed as
Exhibit 3.2.1 to Form 10-KSB on May 20, 2003).

10.1 American Communications Enterprises, Inc. 2000 Stock Plan (previously
filed as Exhibit 10.7 to Form 10-KSB filed April 16, 2001).

10.2 Plan of Exchange, dated as of November 14, 2001, among the Company,
Tampa Bay Financial, Inc., Dr. Dent, M.D. and NeoGenomics, Inc.
(Previously filed as Exhibit 2.1 to Form 10-QSB on November 19, 2001).

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

10.4 Stock Option Agreement, dated as of November 16, 2001, between the
Company and Michael T. Dent, M.D. (previously filed as Exhibit 10.15
to Form 10-QSB on November 19, 2001).

10.5 Consulting Agreement, dated as of November 16, 2001, between the
Company and Tampa Bay Financial, Inc. (previously filed as Exhibit
10.14 to Form 10-QSB on November 19, 2001).

10.6 Shareholders Agreement, dated as of November 16, 2001, between the
Company, the Operating Subsidiary, selected Company shareholders,
Tampa Bay Financial, Inc and Michael T. Dent, M.D. (previously filed
as Exhibit 10.15 to Form 10-QSB on November 19, 2001).

10.7 Letter Agreement, dated as of November 16, 2001, between the Company
and Tampa Bay Financial, Inc. (previously filed as Exhibit 10.7 to
Form 10-KSB on May 21, 2002).

10.8 Research and License Agreement Between the Company and Ciphergen
Biosystems, Inc. (previously filed as Exhibit 10.8 to Form 10-QSB on
November 20, 2002)

10.9 Employment Agreement, dated as of April 15, 2003, between the Company
and Michael T. Dent, M.D (previously filed as Exhibit 10.9 to Form
10-KSB on May 20, 2003).

10.10 Stock Purchase Agreement, dated as of April 15, 2003, between the
Company and MVP 3, LP (previously filed as Exhibit 10.10 to Form
10-KSB on May 20, 2003).

10.11 Stock Purchase Agreement, dated as of April 15, 2003, between the
Company and John E. Elliott (previously filed as Exhibit 10.11 to Form
10-KSB on May 20, 2003).

10.12 Stock Purchase Agreement, dated as of April 15, 2003, between the
Company and Steven C. Jones (previously filed as Exhibit 10.12 to Form
10-KSB on May 20, 2003).

10.13 Stock Purchase Agreement, dated as of April 15, 2003, between the
Company and Lawrence R. Kuhnert (previously filed as Exhibit 10.13 to
Form 10-KSB on May 20, 2003).

10.14 Shareholders Agreement, dated as of April 15, 2003, by and between
the Company, MVP 3 LP, John E. Elliott, Steven C. Jones, Larry R.
Kuhnert and Michael T. Dent (previously filed as Exhibit 10.14 to Form
10-KSB on May 20, 2003).

10.15 Registration Rights Agreement, dated as of April 15, 2003, by and
between the Company, MVP 3 LP, John E. Elliott, Steven C. Jones, Larry
R. Kuhnert and Michael T. Dent (previously filed as Exhibit 10.15 to
Form 10-KSB on May 20, 2003).

10.16 Loan and Security Agreement, dated as of April 15, 2003, between the
Company, the Operating Subsidiary and MVP 3, LP (previously filed as
Exhibit 10.16 to Form 10-KSB on May 20, 2003).

10.17 Security Agreement, dated as of April 15, 2003, between the
Operating Subsidiary and MVP 3, LP (previously filed as Exhibit 10.17
to Form 10-KSB on May 20, 2003).

10.18 Guaranty, dated as of April 15, 2003, by the Company in favor of MVP
3, LP (previously filed as Exhibit 10.18 to Form 10-KSB on May 20,
2003).

10.19 Stock Pledge Agreement, dated as of April 15, 2003, between the
Company, the Operating Subsidiary and MVP 3, LP (previously filed as
Exhibit 10.19 to Form 10-KSB on May 20, 2003).

10.20 Loan and Security Agreement, dated as of April 15, 2003, by and
between MVP 3 LP, Fifth Third Bank Florida, the Operating Subsidiary,
John Elliott, Steven Jones, and Larry Kuhnert (previously filed as
Exhibit 10.20 to Form 10-KSB on May 20, 2003).

10.21 Security Agreement, dated as of April 15, 2003, between the
Operating Subsidiary and Fifth Third Bank, Florida (previously filed
as Exhibit 10.21 to Form 10-KSB on May 20, 2003).

10.22 Guaranty, dated as of April 15, 2003, by the Operating Subsidiary in
favor of Fifth Third Bank, Florida (previously filed as Exhibit 10.22
to Form 10-KSB on May 20, 2003).

10.23 Real Estate Lease Agreement, dated as of May 13, 2003, between the
Operating Subsidiary and Cambridge Management Associates LP
(previously filed as Exhibit 10.23 to Form 10-KSB on May 20, 2003).

21 The Company's only subsidiary is NeoGenomics, Inc., a Florida
corporation (the "Operating Subsidiary").

99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

(b) Reports on Form 8-K.

The following reports on Form 8-K were filed with the SEC during the period
from December 31, 2002 until the date of this report on Form 10-QSB.

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

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

SIGNATURES

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

NeoGenomics, Inc.

By: /s/ Michael T. Dent, M.D. June 20, 2003
Michael T. Dent, M.D.
President, Chief Medical Officer and
Principal Accounting Officer

CERTIFICATION

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

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

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

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

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

(i) designed such disclosure controls and procedures to ensure that
material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(ii) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of March 31, 2003; and
(iii)presented in the report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

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

(i) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(ii)any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

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

June 20, 2003

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

Form: 10QSB

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