U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 333-72097

                           NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-K/KSB  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q/QSB
              [ ] Form N-SAR

      For the Period Ended: December 31, 2001

      [ ]  Transition Report on Form 10-K
      [ ]  Transition Report on Form 20-F
      [ ]  Transition Report on Form 11-K
      [ ]  Transition Report on Form 10-Q
      [ ]  Transition Report on Form N-SAR

      For the Transition Period Ended: ________________

Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

                                Neogenomics, Inc.
                             Full Name of Registrant

                              355 Interstate Blvd.
            Address of Principal Executive Office (Street and Number)

                               Sarasota, FL 34240
                            City, State and Zip Code


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                                     PART II
                             RULE 12b-25(b) AND (c)

        If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate.)

        (a) The reasons described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or
            expense;

[X]     (b) The subject annual report, semi-annual report, transition
            report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
            portion thereof will be filed on or before the 15th calendar day
            following the prescribed due date; or the subject quarterly
            report or transition report on Form 10-Q, or portion thereof will
            be filed on or before the fifth calendar day following the
            prescribed due date; and

        (c) The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.


                                    PART III
                                    NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period.

(Attach extra sheets if needed.)

        Neogenomics, Inc. (the "Company"), could not file its Form 10-KSB for
the year ended December 31, 2001 within the prescribed time period because the
Company's auditors have not completed their audit of the financial statements for
the year ending December 31, 2001.

                                     PART IV

                                OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

                    Matthew A. Veal, Chief Financial Officer
                                 (941) 923-1949
                      (Name) (Area Code) (Telephone Number)

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(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No

(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                    [ ] Yes [X] No

        If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

        Neogenomics, Inc. has caused this notification to be signed on its behalf
by the undersigned officer, thereunto duly authorized.

Date: April 1, 2002                 Neogenomics, Inc.

                                    By:/s/Matthew A. Veal

                                    Title: Chief Finanical Officer

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