SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               __________________


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                 March 29, 2005

                                NeoGenomics, Inc.
               (Exact Name of Registrant as Specified in Charter)

          Nevada                   333-72097                 74-2897368
(State or other jurisdiction      (Commission               (IRS Employer
     of incorporation)            File Number)            Identification No.)

12701 Commonwealth Drive, Suite 9, Fort Myers, FL                 33913
    (Address of principal executive offices)                   (Zip code)

Registrant's telephone number, including area code:            (239) 768-0600



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




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ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

        On March 23, 2005, NeoGenomics, Inc. (the "Company") entered into a
definitive Loan Agreement with Aspen Select Healthcare, L.P. (formerly known as
MVP 3, LP or "MVP") which will provide new funding for the Company's business
plan and repay existing indebtedness. Under the terms of the agreements, Aspen
Select Healthcare, LP ("Aspen"), a Naples, Florida-based private investment fund
which is controlled by Steven Jones, a Director of NeoGenomics, Inc., will make
available up to $1.5 million of debt financing in the form of a revolving credit
facility (the "Credit Facility"). The Credit Facility, which has an initial
maturity of March 31, 2007, refinances the Company's existing indebtedness of
$740,000 owed to MVP 3, which was due on March 31, 2005, and provides for
additional availability of up to another $760,000. Aspen is managed by its
General Partner, Medical Venture Partners, LLC.

        Under the terms of the Credit Facility, the Company will be able to borrow
up to 80% of its accounts receivable that are less than 90 days old, 50% of its
net property, plant and equipment balance, and up to $500,000 on an unsecured
basis currently, and an additional $500,000 on or before April 30, 2005. The
interest rate on the Credit Facility is prime plus 600 basis points, payable
monthly in arrears. As part of the transaction, the Company has also issued to
Aspen a five year Warrant to purchase 2,500,000 shares of its common stock at an
exercise price of $0.50/share.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibit No. Description.


Exhibit            Description                                                           Location
99.1               Loan Agreement between NeoGenomics, Inc. and Aspen Select             Provided herewith
                   Healthcare, L.P. dated March 23, 2005
99.2               Amended and Restated Registration Rights Agreement between            Provided herewith
                   NeoGenomics, Inc. and Aspen Select Healthcare, L.P. and individuals
                   dated March 23, 2005
99.3               Guaranty of NeoGenomics, Inc., dated March 23, 2005                   Provided herewith
99.4               Stock Pledge Agreement between NeoGenomics, Inc. and Aspen Select     Provided herewith
                   Healthcare, L.P., dated March 23, 2005
99.5               Warrant issued to Aspen Select Healthcare, L.P., dated March 23,      Provided herewith
                   2005
99.6               Security Agreement between NeoGenomics, Inc. and Aspen Select         Provided herewith
                   Healthcare, L.P., dated March 23, 2005
99.7               Press Release, dated March 23, 2005                                   Provided herewith




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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 in its behalf by the
undersigned, thereunto duly authorized.

Date:    March 29, 2005                         NeoGenomics, Inc.


                                                By:/s/ Robert Gasparini
                                                Name:    Robert Gasparini
                                                Title:   President