EXHIBIT 31.2
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Steven C. Jones, Principal Financial Officer, certify that:

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

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

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

        4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business
issuer and have:

        (a) Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            small business issuer, including its consolidated subsidiaries,
            is made known to us by others within those entities, particularly
            during the period in which this report is being prepared;

        (b) Omitted;

        (c) Evaluated the effectiveness of the small business issuer's
            disclosure controls and procedures and presented in this report
            our conclusions about the effectiveness of the disclosure
            controls and procedures, as of the end of the period covered by
            this report based on such evaluation; and

        (d) Disclosed in this report any change in the small business
            issuer's internal control over financial reporting that occurred
            during the small business issuer's most recent fiscal quarter
            (the small business issuer's fourth fiscal quarter in the case of
            an annual report) that has materially affected, or is reasonably
            likely to materially affect, the small business issuer's internal
            control over financial reporting; and

        5. The small business issuer's other certifying officer(s) and I have
disclosed, based on my most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):

        (a) All significant deficiencies and material weaknesses in the
            design or operation of internal control over financial reporting
            which are reasonably likely to adversely affect the small
            business issuer's ability to record, process, summarize and
            report financial information; and

        (b) Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the small business
            issuer's internal control over financial reporting.

Date:    August 11, 2005             By:     /s/ Steven C. Jones
                                     Name:   Steven C. Jones
                                     Title:  Acting Principal Financial Officer


*The introductory portion of paragraph 4 of the Section 302 certification that
refers to the certifying officers' responsibility for establishing and
maintaining internal control over financial reporting for the company, as well
as paragraph 4(b), have been omitted in accordance with Release No. 33-8545
(March 2, 2005) because the compliance period has been extended for small
business issuers until the first fiscal year ending on or after July 15, 2006.




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