8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

____________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 4, 2003

NEOGENOMICS, INC.

(f/k/a American Communications Enterprises, Inc.)

(Exact Name of Registrant as Specified in Charter)

Nevada	333-72097	74-2897368
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1726 Medical Boulevard, Suite 201, Naples Florida	34108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (941) 923-1949

Item 5. Other Events.

     On April 3, 2003, the Board of Directors and the majority shareholder of Neogenomics, Inc. (the “Company”) approved a one for 100 reverse stock split of its common stock, par value $.001 (“Common Stock”). The reverse stock split will be effective as to shareholders of record on the close of business on April 14, 2003. As a result of the reverse stock split, the outstanding number of common shares will be reduced from 449,801,012 to 4,498,010.12 shares. The common stock is quoted on the OTC Bulletin Board under the symbol “NOGN.”

     In connection with this reverse stock split, the Board of Directors and majority shareholder also approved an amendment to the Articles of Incorporation of the Company in order to (i) reduce the maximum number of shares of Common Stock that the Company is authorized to issue from 500,000,000 shares to 100,000,000 shares, and (ii) to authorize the Company to issue up to 10,000,000 shares of preferred shares, with such terms, restrictions and limitations as may be established by the Board of Directors.

Item 7. Exhibits

3.1 Amendment to Articles of Incorporation

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 4, 2003
	NEOGENOMICS, INC
	By: /s/ Michael T. Dent, M.D.
	Michael T. Dent, M.D., President and Chief Executive Officer

- 3 - EX-3.1 3 g81840exv3w1.htm AMENDMENT TO ARTICLES OF INCORPORATION

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
NEOGENOMICS, INC.
(f/k/a American Communications Enterprises, Inc.)

     NEOGONOMICS, INC. (f/k/a AMERICAN COMMUNICATIONS ENTERPRISES, INC.), a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), in order to amend its Articles of Incorporation in accordance with the requirements of Chapter 78, Nevada Statutes, does hereby certify as follows:

     1.     The Articles of Incorporation of the Corporation were filed by the Secretary of State of the State of Nevada on October 29, 1998, and amended on October 11, 2000, and further amended on October 24, 2000.

     2.     The amendment to the Articles of Incorporation being effected hereby will completely delete Article Fourth of the Articles of Incorporation as of the date hereof, and substitute in its place the Article Fourth set forth below.

     ARTICLE FOURTH

     A. The Corporation is authorized to issue 100,000,000 shares which shall be designated as “Common Stock,” having a par value of $.001 per share (the “Common Stock”), and 10,000,000 shares which shall be designated as “Preferred Stock,” having a par value of $.001 per share (the “Preferred Stock”).

     B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, within the limitations and restrictions stated in these Articles of Incorporation, to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, the liquidation preferences of any wholly unissued series of

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Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding and which the Corporation may be obligated to issue under options, warrants or other contractual commitments. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

     C. Effective as of 5:00 p.m., Eastern time, on the date that this Certificate of Amendment is filed with the Secretary of State of the State of Nevada, each one-hundred (100) shares of Common Stock, issued and outstanding shall, automatically, and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock of the Corporation.

     3.     This amendment to the Articles of Incorporation was approved by the Board of Directors on April 3, 2003. The number of shares of the Corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation at the time of the amendment was 449,801,012. The amendment has been consented to and approved by the written consent of shareholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.

     IN WITNESS WEREOF, the Corporation has caused this Certificate of Amendment to be signed by the undersigned officer on this 4th day of April, 2003.

NEOGENOMICS, INC.

By: /s/ Michael T. Dent

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

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EX-3.1

AMENDMENT TO ARTICLES OF INCORPORATION