COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                  FORM 10-KSB/A

                                 AMENDMENT NO. 3



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

                   For the fiscal year ended December 31, 2003

                                       Or

            Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the Transition period from      to
                                                  ----   ----
                         Commission file number 0-14039

                                 eNUCLEUS, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

        Delaware                                        11-2714721
 ----------------------                      ----------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)

                                 139 East Street
                         Harbor Springs, Michigan 49740
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (231) 242-1126
                ------------------------------------------------
               (Registrant telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value

Check whether the issuer (l) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
periods 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
                                      -----  -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

The issuer's revenues were approximately $600,000 for the year ended December
31, 2003.

As of March 31, 2004, the market value of the issuer's common stock held by
non-affiliates was approximately $1,000,000.

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes  X  No
                                                 -----  -----

As of March 31, 2004, the number of common stock shares outstanding is
approximately 18,172,729 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE--

Transitional Small Business Disclosure Format (check one) Yes     No  X
                                                             -----  -----

<PAGE>


                                 eNUCLEUS, INC.

                                  FORM 10-KSB/A

                                TABLE OF CONTENTS


ITEM 1  DESCRIPTION OF BUSINESS...............................................2

ITEM 2  DESCRIPTION OF PROPERTIES.............................................5

ITEM 3  LEGAL PROCEEDINGS.....................................................5

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6

ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.............6

ITEM 6  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS............................................ 9

ITEM 7  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA...........................18

ITEM 8  CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE.............................................19

ITEM 8A  CONTROLS AND PROCEDURES.............................................19

ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT....................19

ITEM 10  EXECUTIVE COMPENSATION..............................................20

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.....................21

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................22

ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K....................................22

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................22

SIGNATURE....................................................................23

EXHIBIT INDEX................................................................24


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Some of the statements contained in this Form 10-KSB under the captions
"Business" and "Management Discussion and Analysis of Financial Condition and
Results of Operations" and in other places are "forward-looking statements.
"Forward-looking statements include statements that relate to our beliefs or
expectations as to future events and statements that are not historical facts.
In some cases, you can identify these statements by forward-looking words such
as "may", "might", "will", "should", "expects", "plans", "anticipate",
"believe", "estimate", "intend", the negative of these terms and other
comparable terminology. Because forward-looking statements involve this risk and
uncertainty, there are important factors that could cause actual results, level
of activity, performance or achievements to differ materially and adversely from
those expressed or implied by the forward-looking statements. These factors,
which should be carefully considered by you, include, among other things:

     o    general effects of our restructuring and emergence from Chapter 11
          reorganization,

     o    the availability and terms of capital to finance our operations, and

     o    continuing development of our products and solutions,

     o    successful build out of out distribution channels,

     o    general economic and business condition, both nationally and
          regionally,

     o    competition from others in the industry, whether existing or new,

     o    the experience level of our management team,

     o    changes in our business strategy or growth plans,

     o    our ability to attract and retain qualified personnel,

     o    other factors discussed under "Management Discussion and Analysis of
          Financial Condition and Results of Operations-- Factors Affecting
          Future Operations."

                                       ii


<PAGE>


PART I

ITEM 1  DESCRIPTION OF BUSINESS

General

eNucleus, Inc. ("eNucleus" or the "Company") is a next generation software and
managed hosting company. eNucleus' business strategy is to acquire companies
that have proprietary software applications that fulfill core and niche business
processes (i.e., Enterprise Resource Management ("ERP"), Customer Resource
Management ("CRM"), Integrated IP Communications, Sales Automation, Tracking) in
specific market verticals (i.e. Healthcare, Education, Distribution Services and
Financial Services). We are particularly focused on products that enjoy strong
customer loyalty and can be enabled for delivery over the Internet for a
recurring monthly fee on either a managed hosting or pure ASP basis.

Strategy

Our goal is to become a recognized leader in application delivery and managed IT
services industry. eNucleus' business strategy is to offer eBusiness solutions
through the acquisition of leading software companies in specific vertical
markets that enjoy strong customer loyalty with applications that can be enabled
for delivery over the Internet for a recurring monthly fee. By spreading the
network infrastructure costs over multiple companies and other economies of
scale, our business strategy can increase overall profitability while reducing
risk associated with owning a single application or targeting a single market
segment.

In pursuit of this goal eNucleus generally follows the following strategic
operating principles:

     o    Acquire best-of-breed applications - Our focus is on acquiring niche
          software applications that serve defined market segments that serve
          defined market segments, enjoy widespread industry support and can be
          readily enabled for deployment over the Internet through our software
          application network.

     o    Acquire well-managed companies - eNucleus concentrates on acquiring
          well-managed organizations that demonstrate a potential for
          significant cash flow growth as a result of product enhancements and
          improved marketing. Our strategy is to oversee already existing,
          strong management teams and to enhance those acquired companies with
          capital, national presence, consolidated operating costs, strategic
          marketing and the technical expertise for migrating their products to
          an Internet-based delivery system.

     o    Leverage operating costs - Each software acquisition presents an
          opportunity for creating operating savings through the consolidation
          of duplicate business functions. Labor costs can be further reduced by
          bringing a seasoned programming team with proven methodology to each
          newly acquired software application. This experienced team skill set
          should result in quicker times to market when enabling new software
          applications for delivery over the Internet than could be achieved by
          less experienced service providers.

     o    Recurring monthly revenue streams - eNucleus employs pricing
          strategies that focus on developing long-term recurring monthly
          revenue streams rather than high upfront purchase prices. Lower
          upfront costs make it easier for customers to transition into a new
          business model. As their future needs grow with business demand, we
          believe that customers which have transferred critical business
          operations into the eNucleus network are more like to maintain their
          services with eNucleus.

     o    World Class Customer Service - eNucleus supports its products and
          services by world-class customer care personnel who monitor, manage
          and deploy our services.

                                       2

<PAGE>


Market Environment

Software industry experts have most recently stated that they anticipate
Internet-based models of software delivery will be the migration path for most
software applications in the foreseeable future due to the cost savings and
broader accessibility of critical business information that these methods
provide. The convergence of these factors suggests that the next major shift in
how computer based technology is utilized in business will focus on the
reduction of capital expenditures on costly internal IT infrastructure in favor
of accessing critical applications and essential business processes solely
through the Internet. As a next generation business process hosting company with
a scalable nationwide infrastructure available, we believe eNucleus is
positioned to provide critical Internet based business processes to companies
that want to reduce their IT infrastructure.

This current market environment would appear to have created opportunities
within the software industry in which numerous software products currently enjoy
market favor and a loyal customer base; however, many previously successful
applications are not presently delivered over the Internet and many vendors lack
the technical skill set or necessary Internet network infrastructure to enable
and deliver their software applications in this manner. Their situation is
further complicated by the limited availability of development monies within
today's capital markets. This has resulting in software companies being forced
to delay product conversions to web-based platforms or to re-invest their
earnings into efforts to re-tool for the Internet--with neither being an
attractive alternative for companies trying to protect their bottom line in
today's economy.

Products and Services

        Our products and services include:

     o    Application Delivery - We deliver and manage applications and computer
          services from a centralized location to multiple users over the
          Internet and/or a private network. This provides our customers with
          the ability to access software applications anywhere, anytime via the
          Internet. Applications are accessed just as if they were installed on
          the local system. Within this environment, we provide our customers
          with the ability to access their applications as well as our other
          products.

     o    Managed hosting -- We deliver full service solutions for establishing
          and maintaining the complex infrastructure necessary for a business to
          support eBusiness applications and delivery. State-of-the-art servers
          provide a solid platform for hosting client's mission critical
          applications and data. eNucleus support provided by our managed
          hosting services include 24x7 network monitoring and support, system
          administration, server monitoring and testing, usage reporting,
          security services and protection. All the while, customers can still
          maintain control over the software and solutions housed on the
          servers, including their customized installed software and proprietary
          solutions.

     o    Data Storage - Our data storage services include high performance
          network backup and storage to cost-effective specific data tape backup
          services, offsite storage and data vaulting

Sales and Marketing

Our sales and marketing efforts are dedicated to increasing the awareness of our
Internet-based solution opportunity and the eNucleus brand. We are implementing
a brand development program designed to portray us as a national company with a
local presence.

Our sales and marketing group consists of sales professionals and technicians
teamed within our regional operations. We intend to add sales and marketing
personnel.

We intend to use a mix of programs to deliver our message and create a demand
for our products and services. Marketing programs will include:

                                       3

<PAGE>


     o    Focused Marketing -- eNucleus focuses its direct marketing efforts on
          prospects within its identified market verticals.

     o    Cross-selling strategies - eNucleus intends to capitalize on
          cross-selling opportunities generated by its acquisitions.

     o    Personal Contact - eNucleus direct sales staff concentrates its
          efforts on contacting potential customers within each market vertical
          that have had no previous experience with earlier software releases or
          web-enabled software in general.

     o    Industry Specific Advertising - eNucleus complements each application
          division's sales efforts with general advertising in trade
          publications of specific industry verticals that eNucleus or its
          subsidiaries service.

Competition

The market for Internet-based technology solutions is intensely competitive,
rapidly evolving and subject to rapid technological change. We expect
competition to persist, intensify and increase in the future. We believe that
the principal competitive factors in our market are single source, strategic
expertise, technical knowledge, best of breed products and services,
reliability, client service and price. Most of our current and potential
competitors have longer operating histories, larger installed client bases,
longer relationships with customers and significantly greater financial,
technical, marketing and public relations resources than us that could decide at
any time to increase their resource commitments to our market. In addition, the
market for Internet solutions is relatively new and subject to continuing
definition, and, as a result, the core business of certain of our competitors
may better position them to compete in this market as it matures. Competition of
the type described above could materially adversely affect our ability to
realize our goals.

There are relatively low barriers to entry into our business. There can be no
assurance that existing or future competitors will not develop or offer services
that provide significant performance, price, creative or other advantages over
those offered by us, which could have a material adverse effect on our business,
results of operations and financial condition.

History

eNucleus began business operations in 1984 in Colorado Springs, Colorado, as a
provider of computer systems and components. We adopted the name eNucleus, Inc.
in 2000 as the business evolved to include Internet-based technology solutions,
hosting, access and managed services.

On May 10, 2002, as a result of dramatic changes in the Internet industry and
financing markets, we filed a voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division. We continued to operate as
a debtor-in-possession under the supervision of the Bankruptcy Court. On
November 6, 2002, the Company's Plan of Reorganization was confirmed and on
November 6, 2003 the Company received its final decree, thereby enabling the
Company to successfully emerge from its Chapter 11 reorganization.

As part of our Plan of Reorganization, we entered into a borrowing facility with
Sunami. Pursuant to the Sunami financing agreement, in December, 2001, we also
entered into a three-year $545,000 secured demand loan agreement with Capital
Equity Group. During the second quarter of 2002, Capital Equity Group notified
us that they would not be able to satisfy the lending requirements of the
facility. In May of 2003 as a result of CEG/Hanover Capital's inability to
finance the Company as prescribed under the Plan the Company's secured lender,
Bank of America, along with other administrative claimants sought the conversion
of eNucleus' Chapter 11 filing to be converted to Chapter 7 liquidation. In

                                       4

<PAGE>


October of 2003 the Company entered into certain funding and debt conversion
agreements with Congruent Ventures, LLC and Monte Carlo Funding Corp. which
allowed the Company to fulfill its requirements under the Plan of Reorganization
and receive its final decree from the Bankruptcy court on November 6, 2003,
thereby enabling the Company to successfully emerge from its Chapter 11
reorganization.

During 2002, the company completed one acquisition, Strategic Business Group
("SBG") a company specializing in a proprietary methodology for critical process
mapping, which allows customers to map current business processes as well as the
transitional processes that will be required to implement software solutions
acquired from eNucleus. Additionally, SBG has extensive experience in software
selection, implementation and process improvement consulting. Consideration paid
was through the assumption of certain net liabilities of approximately $100,000
and a stock earn-out over the subsequent twenty-four month period equal to 50%
of the net earnings of the acquired asset operations. In the fourth quarter of
2003, this agreement was terminated and the stock due under the earn out
provision was included within an overall settlement made with the original
principal shareholder of SBG.

In May 2003 the Company announced that we had signed an agreement for the
acquisition of certain assets and operations of Millennium Information and
Technology Consultants, LTD. ("MIT"). Upon final due diligence and review, it
was decided that the acquisition would not be concluded but rather a strategic
relationship would be entered into, thereby giving eNucleus access into the
MIT'S resources and client relationships and giving MIT access to resell
eNucleus' product offerings and services. At the time of this filing the
strategic relationship had not been concluded.

In December 2002, the Company decided to close its data center facility in
Atlanta and more fully capitalize on its strategic relationship with its
collocation facility partner. As a result of this decision, the Company recorded
a charge for an impairment of goodwill of approximately $2.5 million and a
write-off of fixed assets of approximately $1.1 million. During 2003, the
Company recorded an impairment related to the goodwill associated with the
Company's most recent acquisitions, including Strategic Business Group and costs
incurred related to MIT Consulting, eliminating $170,000 representing the
remaining goodwill associated with these transactions and also recorded a
write-off of fixed assets of approximately $330,000 due to the devaluation and
disposal of equipment.

Employees

As of April 12, 2004 we employed 11 full time personnel. We also contract with
several outside parties to provide certain engineering, sales and administrative
services on an as needed basis. Our employees are not subject to collective
bargaining agreements and we consider our relationships with our employees to be
good.

ITEM 2  DESCRIPTION OF PROPERTIES

ENucleus' maintains its executive office at 4000 Main Street, Bay Harbor, MI
49770. We also lease certain operating facilities in Chicago, Illinois and
Marietta, Georgia as part of our operating procedures. The various leases for
our facilities are month to month. We are currently evaluating our options on
existing and new office space.

ITEM 3  LEGAL PROCEEDINGS

On May 10, 2002, as a result of dramatic changes in the Internet industry and
financing markets, we filed a voluntary petition for reorganization under
Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division. We continued to operate as
a debtor-in-possession under the supervision of the Bankruptcy Court. On
November 6, 2002, the Company's Plan of Reorganization was confirmed and on
November 6, 2003 the Company received its final decree, thereby enabling the
Company to successfully emerge from its Chapter 11 reorganization.

                                       5

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We are from time to time a party to various legal actions arising in the normal
course of business. Prior to our filing for protection under bankruptcy, we were
a party to several creditor collection actions. However, as a result of our
bankruptcy filing, these matters and many other threatening proceedings have
been resolved and terminated. We believe that there is no proceeding threatened
or pending against us which, if determined adversely, would have a material
adverse effect on the financial condition or results of operations of eNucleus.

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Subsequent to year-end, the Board of Directors authorized and shareholders
approved a one for ten reverse stock split of all issued and outstanding common
stock, effective February 18, 2004. The par value of the common stock was
maintained at the pre-split amount of $.001 per share and the authorized capital
was maintained at 100,000,000 shares of common stock, and the par value of the
preferred stock was maintained at the pre-split amount of $0.001 per share, and
the authorized capital was maintained at 20,000,000 shares of preferred stock.
All references to common shares and per share amounts in these consolidated
financial statements and notes to consolidated financial statements have been
restated to reflect this reverse stock split on a retroactive basis, exclusive
of fractional shares. No matters were submitted to a vote of security holders
during the fourth quarter of 2003.

PART II

ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

Our common stock is traded on the NASDAQ OTC Bulletin Board (OTCBB) under the
symbol ENUI. Prior to December 2003, our stock was traded under the symbol ENCU.
As yet, our common stock has experienced limited trading activity. A public
trading market having the characteristics of depth, liquidity and orderliness
depends upon the existence of market makers as well as the presence of willing
buyers and sellers, which are circumstances over which we do not have control.
The following table sets forth, for the periods indicated, the range of high and
low bid quotations per share of common stock as reported by NASD on the OTC
Bulletin Board.

                                          Common Stock
                                          ------------
Period                                     Low Bid (1)         High Bid (1)
------                                     -----------         ------------

2004
1st Quarter through April 12, 2004               $0.31                $0.55

2003
4th Quarter                                      $0.18                $0.75
3rd Quarter                                      $0.17                $0.68
2nd Quarter                                      $0.14                $0.95
1st Quarter                                      $0.18                $1.20

2002
4th Quarter                                      $3.00              $ 18.00
3rd Quarter                                      $2.00              $ 35.00
2nd Quarter                                      $1.00              $ 60.00
1st Quarter                                      $1.00              $ 30.00

(1) Stock prices are reflective of the reverse stock splits.

The approximate number of record holders of our common stock on April 12, 2004
was 500, as shown on the records of our transfer agent and registrar of the
common stock. Since many shares may be held by investors in nominee names, such
as the name of their broker or their broker's nominee, the number of record
holders often bears little relationship to the number of beneficial owners of
our common stock.

                                       6

<PAGE>


Pursuant to the Plan of Reorganization, we filed an Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State. In accordance
with the Plan, all outstanding shares of old common stock (ENCS) and warrants
and options to purchase old common stock were cancelled. As part of the
distribution of the New Common Stock under the Plan of Reorganization,
shareholders were to tender their Old Common Stock to the Reorganized Company's
designated Stock Transfer Agent no later than October 15, 2002, in accordance
with written instructions provided to such holders, and in exchange would
receive one share of new common stock for every six shares of old common stock
previously owned. Any shareholder who did not submit its certificates for
exchange prior to October 15, 2002 had its claim or interest and its
distribution pursuant to the Plan of Reorganization on account of such Old
Common Stock discharged and shall be forever barred from asserting any such
claim or interest against the Reorganized Company or their respective property.
Approximately 180,000 shares of new common stock were issued under this
exchange. Additionally, approximately 280,000 shares were issued in exchange for
holders of certain allowed claims under the Plan of Reorganization. Such holders
of allowed claims received 1 share of common stock for every $30.00 of debt
claim approved. Any creditor who did not submit its appropriate paperwork for
the stock exchange prior to December 23, 2003 had its claim or interest and its
distribution pursuant to the Plan of Reorganization on account of such claim
discharged and shall be forever barred from asserting any such claim or interest
against the Reorganized Company or their respective property. Pursuant to
Company's final restructuring, we filed an Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State. In accordance with the
restructuring, all outstanding shares of old common stock (ENCU) under went a
One for Ten reverse split and the new common stock trades under the symbol ENUI.

We have paid no dividends on our common stock. There are no contractual
restrictions on our ability to pay dividends. We have not had earnings that
indicate an ability to pay cash dividends. We have a Stock Purchase Plan for
non-qualified options and an Incentive Stock Option Plan for incentive stock
options. Under the plans, all our employees, together with other persons who
perform substantial services for us or on our behalf, will be eligible to
receive incentive and non-statutory options to purchase eNucleus common stock.
The plans are administered by the Board of Directors. Under the plans, the
exercise price at which the shares of eNucleus common stock covered by each
grant may be purchased will be determined on the date of grant by the committee,
but can be no less than the par value of such shares and, in the case of
incentive stock options, may not be less than the fair market value of such
shares on the date of grant. The number of shares covered under the options
granted under the plan is subject to adjustments for stock splits, mergers,
consolidations, combinations of shares, reorganizations and other
recapitalizations.

In accordance with the Plan of Reorganization, we agreed to issue warrants to
purchase 100,000 shares of post split common stock to certain unsecured
creditors (those creditors who appropriately completed and submitted the
required paperwork for the exchange of stock for their debt in accordance with
the Plan of Reorganization) pro rata in accordance with the amount of their
allowed claims. The Warrants give the holders thereof the right to purchase, at
any time for a period of seven years from the date of issuance (i.e., the
effective date of the Plan), one share of the New Common Stock at a price of Two
Dollars ($2.00) per share. The Warrants also contain a "Cashless Exercise"
provision which provide that in the event the stock has traded at an average
price in excess of $20.00 per share for at least 30 days preceding an exercise
of any warrants, the holders thereof may elect to exercise the Warrants in whole
or in part and instruct the Company to withhold from the securities issuable
upon exercise, a number of securities, valued at the current fair market value
on the date of exercise, as the payment of the exercise price. The Company has
not yet issued these warrants.

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Recent Sales of Unregistered Securities.

As part of the Plan of Reorganization, the Company entered into a borrowing
facility with Sunami. In accordance with the Plan of Reorganization, Sunami (or
others who shall provided post-petition financing) shall receive on account of
the borrowings, five shares of New Common Stock for every ten dollars loaned and
a Senior Secured Note for the amount of the borrowings. As of December 31, 2003,
eNucleus has received approximately $1 million of value under this facility the
proceeds of which have been used to satisfy certain petitions resulting from the
bankruptcy and post-petition operating requirements. During 2002, Sunami agreed
to convert approximately $700,000 of Senior Secured Note into equity and the
remaining was converted into equity during 2003.

Pursuant to the Sunami financing agreement, in December, 2001, the Company also
entered into a three-year $545,000 secured demand loan agreement with Capital
Equity Group. The note agreement is secured by certain of our assets, guaranteed
by John Paulsen, our CEO and bears interest at the rate of 16%. During the
second quarter of 2002 Capital Equity Group notified the Company that they would
not be able to satisfy the lending requirements of the facility (the Company
received approximately $212,000 under this facility). As part of the emergence
from bankruptcy in November 2003, the Company reached agreement with the holders
of such notes to convert into equity.

During 2003, the Company has issued approximately 100,000 shares of common stock
subject to an investment banking and acquisition support consulting agreement,
170,000 shares pursuant to a financing arrangements, 200,000 shares for investor
relations and marketing support, 750,000 shares pursuant to debt conversion
agreements and 340,000 shares to certain employees pursuant to their employment
agreements and/or in lieu of cash compensation during the period. As part of the
Company's emergence from bankruptcy in November 2003, the Company reached
agreement with certain note holders and creditors for the agreement to convert
approximately $2 million of outstanding and contingent obligations into 4.7
million shares of common stock and 1.5 million shares of Series A Convertible
Preferred Stock, which have a conversion rate of 5 shares of common stock for
each share of Series A Preferred Stock.

Subsequent to year end, the Company privately sold 277,778 shares of Series B
Preferred stock along with a warrant to purchase 250,000 shares of Series B
preferred stock at the face value of $1.00 per share for the consideration of
$250,000 in funding.

At various times during 2002, certain holders of debts outstanding agreed to
convert amounts outstanding into new common stock. A total of $2.6 million of
obligations agreed to conversion, including $900,000 of future lease obligations
under the termination of the data center lease, $700,000 of financing provided
through Sunami and $1 million of post-petition administrative claims.
Approximately 1.2 million shares were issued in conjunction with these
conversions. Associated with the post-petition administrative claims conversions
are certain clauses that could result in additional shares being issued to the
creditors or shares being returned to the Company, based upon certain future
stock prices and/or the eventual liquidation prices achieved by the shareholders
in relation to their cost basis. On December 2, 2002 the Company issued 5,000
shares of common stock in connection with its acquisition of Strategic Business
Group, Inc. ("SBG"). Additionally, the principal shareholder of SBG will be
entitled to a stock earn out over the subsequent twenty-four month period equal
to 50% of the net earnings of the acquired asset operations. In the fourth
quarter of 2003, this agreement was terminated and the stock due under the earn
out provision was included within an overall settlement made with the original
principal shareholder of SBG.

The Common Stock distributed pursuant to the Plan of Reorganization in exchange
for a claim against, an interest in or a claim for an administrative expense in
the bankruptcy case concerning the Company; or principally in exchange for
financing, service or property while under jurisdiction of the court has been
issued pursuant to an exemption from registration under federal, state or local
securities laws provided by Section 1145(a)(I) of the Bankruptcy Code. Unless
otherwise provided for above, we believe that the common stock issued in the
above transactions qualifies for the exemption provided under Section 1145(a)(I)
of the Bankruptcy Code. Recipients of securities considered exempt from

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registration under Section 4(2) of the Securities Act represented their
intentions to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof. In each instance,
offers and sales were made without any public solicitation. No underwriter or
broker-dealer was involved in the transactions and no commission was paid. All
recipients had adequate access to information about eNucleus.

Subsequent to year end, the Company has issued approximately 500,000 shares of
common stock, including 440,000 shares pursuant to a financing arrangement,
55,000 shares subject to a settlement and conversion of certain liabilities
outstanding .

Subsequent to year-end, the Board of Directors authorized and shareholders
approved a one for ten reverse stock split of all issued and outstanding common
stock, effective February 18, 2004. The par value of the common stock was
maintained at the pre-split amount of $.001 per share and the authorized capital
was maintained at 100,000,000 shares of common stock, and the par value of the
preferred stock was maintained at the pre-split amount of $0.001 per share, and
the authorized capital was maintained at 20,000,000 shares of preferred stock.
All references to common shares and per share amounts in these consolidated
financial statements and notes to consolidated financial statements have been
restated to reflect this reverse stock split on a retroactive basis, exclusive
of fractional shares.

Subsequent to year end, the Company privately sold 277,778 shares of Series B
Preferred stock along with a warrant to purchase 250,000 shares of Series B
preferred stock at the face value of $1.00 per share for the consideration of
$250,000 in funding.

ITEM 6  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements of eNucleus appearing later in this Form 10-KSB. This discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including,
but not limited to, those set forth under the caption "--Factors Affecting
Future Results."

eNucleus, Inc. ("eNucleus" or the "Company") is a next generation software and
managed hosting company. eNucleus' business strategy is to acquire companies
that have proprietary software applications that fulfill core and niche business
processes (i.e., Enterprise Resource Management ("ERP"), Customer Resource
Management ("CRM"), Integrated IP Communications, Sales Automation, Tracking) in
specific market verticals (i.e. Healthcare, Education, Distribution Services and
Financial Services). We are particularly focused on products that enjoy strong
customer loyalty and can be enabled for delivery over the Internet for a
recurring monthly fee on either a managed hosting or pure ASP basis.
We presently earn revenues from the following product and service offerings:
application delivery, process mapping, Internet transport, data storage,
monitoring, email services, software solutions and set up fees. We recognize
revenue for set up fees over the contract terms. Customers are billed for the
services over the course of an engagement at a measured rate or on a recurring
fixed-price basis. Operating expenses consist primarily of direct labor and
benefits, subcontracted labor or other outside services, commissions, sales and
support personnel and advertising costs. Depreciation and amortization expense
consists primarily of the depreciation of our fixed assets. We expect these
expenses to increase in the future due to the growth of the company.

On November 6, 2003, eNucleus received its final decree from the United States
Bankruptcy Court for the Northern District of Illinois, successfully concluding
the Company's restructuring and emergence from bankruptcy. Although the Plan
resulted in a substantial reduction in debt, further improvements in our
liquidity position will be subject to the success of initiatives we are
undertaking to increase sales, reduce operating expenses and he effects on our
liquidity of market conditions in the industry. Our uses of capital are expected
to include working capital for operating expenses and satisfaction of current
liabilities, capital expenditures and payments on outstanding debt facilities.

                                       9

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<TABLE>
<CAPTION>


During 2003 and as a result of the emergence from bankruptcy, the Company
incurred significant reorganization and restructuring expenses, including
additional expenses incurred in settling outstanding liabilities of $280,000,
professional fees of $290,000 and a write-off of fixed assets of $330,000 due to
the devaluation and disposal of equipment. Also, $274,500 of legal indebtedness
was settled in exchange for company stock. Reorganization costs recognized
during 2002 include $900,000 related to the buyout of our lease, write-off of
$1.1 million of fixed assets associated with the build-out of the data center
and a $2.5 million charge for the impairment of intangible assets.

Business Strategy

Our business strategy is to offer eBusiness solutions through the acquisition of
leading software companies in specific vertical markets that enjoy strong
customer loyalty with applications that can be enabled for delivery over the
Internet for a recurring monthly fee. By spreading the network infrastructure
costs over multiple companies and other economies of scale, our business
strategy can increase overall profitability while reducing risk associated with
owning a single application or targeting a single market segment.

Operating Results 2003 to 2002

The financial statements after the Confirmation Date are those of a new
reporting entity (the "Reorganized Company") and are not comparable to the
pre-confirmation periods of the old reporting entity (the "Predecessor Company".
The following table sets forth our results of operations for the periods
indicated.

                                                  Restated
                                           Year ended December 31,
                                                    2003                              2002
                                               Amount          Percent            Amount          Percent
                                               ------          -------            ------          -------
<S>                                           <C>               <C>               <C>              <C>
Revenue                                       $577,574          100.0%            $285,687         100.0%

Operating expenses                           1,022,313(1)       177.0%           1,153,272         403.7%
Interest and other income                                         1.8%              (3,157)          -1.1%
                                                10,305
Depreciation and
amortization expense                           150,965          26.1%              375,621          131.5%
--------------------                         ---------        --------          ----------          ------

Net loss from operations                     (606,009)         -104.9%          (1,240,049)        -434.1%

Net reorganization expense                   1,171,680(2)       202.9%           4,517,579        1581.3%
Write off of goodwill                        1,674,622(3)       289.9%                -               -

Net loss                                    (3,452,311)         -597.7%        ($5,757,628)       -2015.4%
                                             ==========        ========         ===========      =========

Basic and diluted net loss per
common share                                    ($0.07)                             ($0.25)
                                                ======                              ======

Weighted average shares
outstanding-                                51,687,983                          23,006,248
 basic and diluted                          ==========                          ==========
Year 2003 restatements:
(1)  Write of of barter and bad debt increased Operating expense by $41,901.
(2)  Revaluation of stock issued to Arnstein & Lehr for bankruptcy related
     services increased Net reorganization expense by $274,498.
(3)  Write off of impaired goodwill in the amount of $1,674,622.



Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

                                       10

</TABLE>

<PAGE>


Revenue. For 2003, revenues were $578,000 compared to $286,000 for 2002. Our
operations immediately following our bankruptcy petition and throughout the date
of this filing, have been substantially limited to securing the financing needed
to enable the Company to complete its restructuring, completing its required
filings with the Securities and Exchange Commission and fulfilling its
obligations pursuant to the Plan of Reorganization. We have begun an aggressive
strategy to increase our revenues and operations. In December 2002, we completed
our first acquisition since reorganization which assisted in our revenue growth
for 2003, accounting for the majority of the growth from 2002.

Operating expenses. For 2003, operating expenses decreased approximately
$131,000 to $1,022,000 from $1,153,000 in 2002. The majority of the decrease
relates to a close monitoring and reduction of salaries and other operating
expenses associated with the our facility in Atlanta, prior to closing and one
less month of operating expenses due to its closure.

Interest and other income/expenses. Interest and other expenses in 2002
represents interest accruing on post-petition borrowings offset by a $22,000
adjustment reflected from a settlement in interest due and payable achieved with
one of our creditors.

Depreciation and amortization expense. Depreciation and amortization expense
decrease $225,000 to $151,000 in 2003 as compared to $376,000 in 2002. The
decrease was primarily a result of the write off of $1.1 million of fixed assets
in conjunction with the close of our Atlanta data center facility in the fourth
quarter 2002.

Net reorganization expenses. Costs incurred by the company include professional
fees, court costs and other expenses associated with the Chapter 11 proceedings
as well as fees incurred in its restructuring of its business. During 2003 and
as a result of the emergence from bankruptcy, the Company incurred significant
reorganization and restructuring expenses, including additional expenses
incurred in settling outstanding liabilities of $280,000, professional fees of
$290,000 and a write-off of fixed assets of $330,000 due to the devaluation and
disposal of equipment. Also, $274,500 of legal indebtedness was settled in
exchange for company stock. Reorganization costs recognized during 2002 include
$900,000 related to the buyout of our lease, write-off of $1.1 million of fixed
assets associated with the build-out of the data center and a $2.5 million
charge for the impairment of intangible assets

Goodwill. The Company determined that the goodwill of $1,675,000 is impaired as
of December 31, 2003 and all amounts have been written off.

Net loss. Our net loss was $3,452,000 for 2003 compared to a loss of $5,758,000
in 2002. Excluding the impact of certain non-cash and non-recurring expenses,
including stock based compensation and expenses, the bankruptcy related
expenses, write off of goodwill, and depreciation, net loss was $445,000 in 2003
compared to $868,000 in 2002. This reduction of loss is a result of the
Company's continued cost containment and reduction efforts, increased sales
efforts of its products and a result of profitable acquisitions.

For the year ended December 31, 2002

Revenues. Revenues were $286,000 in 2002 representing operations from our
managed services and one month's operations of our first acquired company in
December 2002.

Operating expenses. Operating expenses were $1.2 million in 2002. Operating
expenses consist primarily of direct labor and benefits of our technicians and
administration, subcontracted labor or other outside services, commissions,
sales and support personnel and advertising costs.

Interest and Other Expense. Interest expense was $84,000 in 2002, offset by
$87,000 of miscellaneous income related to the restructuring of a note
outstanding.

                                       11

<PAGE>


Depreciation and amortization expense. Depreciation and amortization expense was
$376,000 in 2002 primarily resulting from depreciation expense associated with
the build-out assets of the Atlanta Data Center prior to discontinuance.

Net reorganization expenses. Reorganization costs recognized during 2002 include
$900,000 related to the buyout of our lease, write-off of $1.1 million of fixed
assets associated with the build-out of the data center and a $2.5 million
charge for the impairment of intangible assets.

Liquidity and Capital Resources

On November 6, 2003, eNucleus received its final decree from the United States
Bankruptcy Court for the Northern District of Illinois, successfully concluding
the Company's restructuring and emergence from bankruptcy. Although the Plan
resulted in a substantial reduction in debt, further improvements in our
liquidity position will be subject to the success of initiatives we are
undertaking to increase sales and reduce operating expenses.

As shown in our results of operations, we continue to incur losses from
operations. During 2003, we incurred a net loss of $3.5 million, of which
approximately $3.05 million, relates to non-cash charges for stock based
compensation and expenses, bankruptcy related expenses and depreciation and
amortization charges. During 2002, we incurred a net loss of $5.8 million for
the year ending December 31, 2002, of which $4.5 million was related to our
restructuring and closing of our data center.

The Company's continued existence is dependent on its ability to achieve future
profitable operations and its ability to obtain financial support. The
satisfaction of the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from operations and raise
capital to fund operations. There can, however, be no assurance that sufficient
cash will be generated from operations or that unanticipated events requiring
the expenditure of funds within its existing operations will not occur.
Management is aggressively pursuing additional sources of funds, the form of
which will vary depending upon prevailing market and other conditions and may
include high-yield financing vehicles, short or long-term borrowings or the
issuance of equity securities. There can be no assurances that management's
efforts in these regards will be successful. Under any of these scenarios,
management believes that the Company's common stock would likely be subject to
substantial dilution to existing shareholders. The uncertainty related to these
matters and the Company's bankruptcy status raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

As a result of the confirmation of the Company's Plan of Reorganization on
November 6, 2001, the Company adopted fresh-start reporting as required by
Statement of Position 90-7 "Financial Reporting by Entities in Reorganization
under the Bankruptcy Code" ("SOP 90-7"). Under fresh-start reporting, the
Company's assets and liabilities were adjusted to fair values and a
reorganization value for the entity was determined by the Company based upon the
estimated fair value of the enterprise before considering values allocated to
debt to be settled in the reorganization. The portion of the reorganization
value which could not be attributed to specific tangible or identified
intangible assets for the Reorganized Company is referred to as reorganization
value in excess of amounts allocable to identifiable assets and is reported as
"Goodwill" in the financial statements. Fresh-start reporting resulted in the
creation of a new reporting entity for accounting purposes (the "Company" or the
"Reorganized Company") with no accumulated deficit as of November 1, 2001. As a
result of adopting SFAS No. 142, the goodwill recognized in fresh-start
reporting will not be amortized, but will be reviewed annually for impairment.
The Company determined that the goodwill is fully impaired as of December 31,
2003 and therefore, it has been written down to zero in the current fiscal year.


Quantitative and Qualitative Disclosures about Market Risk

The Company does not have significant exposure to changing interest rates. The
Company does not undertake any specific actions to cover its exposure to
interest rate risk and the Company is not party to any interest rate risk
management transactions. The Company does not purchase or hold any derivative
financial instruments.

Factors Affecting Future Results

General effects of a bankruptcy filing

The filing of our bankruptcy petition, and the publicity attendant thereto, may
adversely affect our business. Our competitive advantage may also be hindered
because of the taint and stigma associated with a bankruptcy petition filing. We
believe that such taint and stigma is especially true for companies providing
eBusiness infrastructure, including application delivery and managed IT

                                       12

<PAGE>


services, because of the fear from potential customers that the company will go
out of business and not be able to provide the valuable services. Additionally,
although we believe that we have good relationships with our suppliers and
vendors, there can be no assurance that such suppliers and vendors will continue
to provide such goods and services to us due to the concerns regarding credit
worthiness resulting from the chapter 11 proceeding. Also it may be difficult
for us to obtain financing (whether debt or equity) as we may require to fund
operations and/or growth. Due to delays in our financing, we will need to
negotiate payment terms with some of our administrative claim holders. There can
be no assurance that we will reach agreement with these parties or be able to
satisfy their indebtedness in a timely manner acceptable to them.

We have been sustaining losses and our independent auditors have expressed doubt
about our ability to continue as a going concern.

Our revenue to date has not been sufficient to offset the expenses incurred in
our business activities. We cannot assure you that we will ever achieve
profitability. In their report dated April 12, 2004, our independent auditors
stated that our financial statements for the year ended December 31, 2003 were
prepared assuming that we would continue as a going concern. Our ability to
continue as a going concern is an issue raised as a result of continued
operating losses and is subject to our ability to generate profits and/or obtain
necessary funding from outside sources, included obtaining funding from the sale
of our securities or obtaining loans from various financial sources. The going
concern qualification increases the difficulty in meeting such goals and there
can be no assurances that such methods will prove successful.

We will need to raise additional funds in the future to finance our operations.

We have always relied heavily on external financing to fund operations. We will
need to raise additional funds to finance continuing operations until cash flows
from operations are sufficient. We may seek such funding by offerings of our
equity securities, offerings of debt securities or obtaining financing through a
bank or other entity. We have not established a limit as to the amount of debt
we may incur nor have we adopted a ratio of our equity to a debt allowance.
There is no assurance that financing will be available from any source, that it
will be available on terms acceptable to us, or that any future offering of
securities will be successful. If additional funds are raised through the
issuance of equity securities, there may be a significant dilution in the value
of our outstanding common stock. We could suffer adverse consequences if we are
unable to obtain additional capital when needed.

We are uncertain as to sources of the additional financing we will need

We may use our common stock to fully or partially finance future acquisitions.
In the event that our common stock does not maintain a sufficient market value,
or potential acquisition candidates are otherwise unwilling to accept our common
stock as part of the consideration for the sale of their businesses, we may be
required to utilize our cash resources, if available, in order to pursue
acquisitions. If we do not have sufficient cash resources, our growth may be
limited unless we are able to obtain additional capital through debt or equity
financings. We presently do not have any immediate source of cash. We may be
unable to obtain a working capital line of credit or other financing we may need
for acquisitions or to keep operating. If our financial resources are
inadequate, we may be unable to successfully implement our business strategy.

We may be unable to manage our growth effectively

To manage our anticipated growth, we must be able to implement and improve our
operational and financial systems and train and manage an expanding employee
base. Further, we must be able to manage multiple relationships among various
financial institutions, investors, suppliers, strategic partners, technology
distributors and other third parties. Our systems, procedures, and controls are
not currently sufficient to support current or future operations. Our management
team may be unable to deal with this expansion to achieve the rapid execution
necessary to fully exploit the opportunities we see in our targeted market. We
also cannot assure you that we will be able to successfully compete with the

                                       13

<PAGE>


more extensive and well-funded operations of our competitors. We may be unable
to manage growth, integrate operations effectively or achieve the rapid
expansion necessary to fully exploit the market window for our services in a
timely and cost-effective manner.

Our quarterly operating results could vary dramatically

Our revenues, gross profit, operating income and net income are likely to vary
in the future from quarter to quarter, perhaps substantially. Factors that may
affect this quarter-to-quarter variability include:

     o    disruption or degradation of our network infrastructure and
          datacenters,
     o    loss of significant strategic alliances, such as with InterNAP and
          Intel,
     o    the short-term nature of certain client commitments,
     o    fluctuations in Internet and IT spending and bandwidth used by
          customers,
     o    loss of a major client,
     o    seasonality that may accompany budget cycles,
     o    the timing, size and mix of service and product offerings,
     o    the timing and size of significant software sales,
     o    the timing and size of new projects,
     o    the timing and magnitude of required capital expenditures,
     o    pricing changes and increases in capital expenditures in response to
          various competitive factors,
     o    market factors affecting the availability of network interconnectivity
          and bandwidth for our customers and qualified technical personnel,
     o    timing and client acceptance of new service offerings,
     o    changes in the trends affecting the outsourcing of Internet-based IT
          services,
     o    additional selling, general and administrative expenses to acquire and
          support new business,
     o    increased levels of technological change in the industry, and
     o    general economic conditions.

Our operating results will be affected by changes in our network charges,
Colocation charges and equipment costs.

Network and data center failures could lead to significant costs

We must protect our network and data center infrastructure and equipment against
damage from human error, physical or electronic security breaches, power loss
and other facility failures, fire, earthquake, flood, telecommunications
failure, sabotage, vandalism and similar events. Despite precautions, a natural
disaster, security breach or other unanticipated problems at one or more of our
telecommunication switches, POP connections or data centers could result in
interruptions in our services or significant damage to our equipment. In
addition, failure of any of our telecommunication or data providers to provide
consistent communications and data capacity could result in interruptions in our
services. Any damage to or failure of our systems or service providers could
result in reductions in, or terminations of, services supplied to our customers,
which could have a material adverse effect on our business. We may experience
interruptions in specific circuits within our network resulting from events
outside our control, which could lead to short-term degradation in the level of
performance of our network.

Client satisfaction with our services is critical to our success

Our customers demand a very high level of service. Our customers generally
require service on a 24 hours per day, seven days per week basis. If we incur
significant service level commitment obligations in connection with system
downtime, our liability insurance may not be adequate to cover these expenses.
If we do not meet required service levels, we may have to provide credits to our
customers, which could significantly reduce our revenues. As customers outsource

                                       14

<PAGE>


more mission-critical operations to us, we are subject to increased liability
claims and client dissatisfaction if our systems fail or our customers otherwise
become unsatisfied. In the event of any resulting harm to customers, we could be
held liable for damages. Awards for such damages might exceed our liability
insurance by an unknown but significant amount and could seriously harm our
business.

Protection of our intellectual property and proprietary rights

Our ability to develop new technology and technology solutions will depend on
the continued innovation, technical expertise and know-how of our employees and
consultants. We intend to establish a policy of requiring our employees and
consultants to execute confidentiality agreements, however, there can be no
assurance that this procedure will be adequate to prevent misappropriation of
our technology nor can we be assured that our competitors will not independently
develop technologies that are substantially equivalent or superior to those of
ours.

Our ability to implement and expand our network is unproven and will require
substantial financial, operational and managerial resources

To satisfy client requirements, we must implement, expand and adapt our
infrastructure. We are dependent on service providers for our network capacity.
The expansion and adaptation of our infrastructure will require substantial
financial, operational and management resources. Our ability to connect and
manage a substantially larger number of customers is unknown. We have yet to
prove our infrastructure's ability to be scaled up to higher client levels while
maintaining superior performance. Furthermore, it may be difficult for us to
increase quickly our network capacity in light of current necessary lead times
within the industry to purchase circuits and other critical items. If we fail to
achieve or maintain high capacity data transmission circuits, client demand
could diminish because of possible degradation of service. In addition, as we
upgrade our infrastructure to increase bandwidth available to our customers, we
expect to encounter equipment or software incompatibility which may cause delays
in implementation.

We depend on network interconnections provided by third parties that may raise
their fees or deny access

We rely on a number of public and private network interconnections to allow our
customers to connect to other networks. If the networks with which we
interconnect were to discontinue their interconnections, our ability to exchange
traffic would be significantly constrained. Furthermore, our business will be
harmed if these networks do not add more bandwidth to accommodate increased
traffic. Many of the companies with which we maintain interconnections are our
competitors. There is nothing to prevent any networks, many of which are
significantly larger than we are, from charging high usage fees or denying
access. In the future, networks could refuse to continue to interconnect
directly with us, might impose significant costs on us or limit our customers'
access to their networks. In this event, we may not be able to access
alternative networks to exchange our customers' traffic on a cost-effective
basis. In addition, we may not be able to pass through to our customers any
additional costs of utilizing these networks. In these cases, our business could
be harmed.

If we are unable to continue to receive cost-effective service from our
providers, we may not be able to provide our services on profitable terms

In delivering our services, we rely on network and services, which are built and
operated by others. In order to be able to provide optimal routing to our
customers through our infrastructure facilities, we must purchase connections
from several providers. We cannot assure you that these providers will continue
to provide service to us on a cost-effective basis, if at all, or that these
providers will provide us with additional capacity to adequately meet client
demand.

Our brand is relatively new, and failure to develop brand recognition could hurt
our ability to compete effectively

                                       15

<PAGE>


To successfully execute our strategy, we must create and strengthen our brand
awareness. If we do not build our brand awareness, our ability to realize our
strategic and financial objectives could be hurt. Many of our competitors have
well-established brands associated with the provision of Internet network
services. In order to build our brand awareness, we intend to significantly
increase our marketing efforts, which may not be successful, and we must
continue to provide high quality services. As part of our brand building
efforts, we expect to increase our marketing budget substantially as well as our
marketing activities, including advertising, tradeshows, direct response
programs and new switch and POP site launch events.

The work we perform for customers may expose us to liability

The nature of the services and products we offer expose us to risks. Many of our
engagements involve projects that are critical to the operations of our
customers' businesses. Our failure or inability to meet a client's needs or to
do so in the time frame required by such customers could result in a claim for
substantial damages against us, regardless of our responsibility for such
failure. Although we intend to obtain general liability and errors and omissions
insurance coverage, there can be no assurance that such coverage will be
available on reasonable terms or in sufficient amounts to cover one or more
large claims, or that the insurer will not disclaim coverage as to any future
claim. The successful assertion of one or more large claims against us that
exceed available insurance coverage or results in changes to our insurance
policies, including premium increases or the imposition of large deductible or
co-insurance requirements, could have a material adverse effect on our business.

We depend on our suppliers

Although we have not experienced significant problems with our suppliers of
services, hardware, software and components, there can be no assurance that such
relationships will continue or that, in the event of a termination of our
relationships with any given supplier, we would be able to obtain alternative
sources of supply without a material disruption in our ability to provide
products and services to our customers.

We are uncertain as to sources of the additional financing we will need

We may use our common stock to fully or partially finance future acquisitions.
In the event that our common stock does not maintain a sufficient market value,
or potential acquisition candidates are otherwise unwilling to accept our common
stock as part of the consideration for the sale of their businesses, we may be
required to utilize our cash resources, if available, in order to pursue
acquisitions. If we do not have sufficient cash resources, our growth may be
limited unless we are able to obtain additional capital through debt or equity
financings. We presently do not have any immediate source of cash. We may be
unable to obtain a working capital line of credit or other financing we may need
for acquisitions or to keep operating. If our financial resources are
inadequate, we may be unable to successfully implement our business strategy.

We are dependent on our management team

We are dependent on the continued efforts of our executive officers, in
particular John C. Paulsen, our President and Chief Executive Officer. We do not
maintain key person life insurance on any of our executive officers. If any of
these people become unable to continue in his or her role with us, or if we are
unable to attract and retain other qualified employees, our financial
performance and business prospects will probably be negatively impacted.

We could be subject to claims of infringement by third parties

We rely upon a combination of nondisclosure and other contractual arrangements
and trade secret, copyright and trademark laws to protect our proprietary rights
and the proprietary rights of third parties from whom we license intellectual
property. We enter into confidentiality agreements with our employees and limit

                                       16

<PAGE>


distribution of proprietary information. There can be no assurance that these
steps will be adequate to deter misappropriation of proprietary information or
that we will be able to detect unauthorized use and take appropriate steps to
enforce our intellectual property rights.

We believe that our services do not infringe on the intellectual property rights
of others and that we have all rights necessary to utilize the intellectual
property employed in our business. However, we are subject to the risk of claims
alleging infringement of third-party intellectual property rights. Any such
claims could require us to spend significant sums in litigation, pay damages,
develop non-infringing intellectual property or acquire licenses to the
intellectual property that is the subject of asserted infringement.

We operate in a relatively new and evolving market with uncertain prospects for
growth.

The market for Internet networks and related services has only recently begun to
develop and is evolving rapidly. Although certain industry analysts project
significant growth for this market, their projections may not be realized. Our
future growth, if any, will depend on the continued trend of businesses
migrating toward use of the Internet and our ability to market our services
effectively. There can be no assurance that the market for our services will
grow, that our services will be adopted, or that businesses will use these
Internet-based services to the degree or in the manner that we expect. If we are
unable to react quickly to changes in the market, if the market fails to
develop, or develops more slowly than expected, or if our services do not
achieve market acceptance, then we are unlikely to become or remain profitable.

We face strong competition

The market for the products and services we offer is highly competitive. Our
competitors vary in size and in the scope of the products and new services that
they offer. Primary competitors generally include:

     o    complete solution providers,
     o    ISPs (Internet service providers),
     o    web hosting firms,
     o    application hosting firms,
     o    strategic consulting firms,
     o    in-house IT departments of customers, and
     o    computer hardware and service vendors.

Traditionally, the largest service providers have principally focused on
providing solutions to international Fortune 500 companies. A large number of
smaller service companies and a growing number of larger companies compete in
the middle market segment.

There are relatively low barriers to entry into our target market. We expect to
face competition from established and new companies. Increased competition may
result in greater pricing pressure, which could adversely affect our gross
margins. In addition, many of our competitors have greater financial,
development, technical, marketing and sales resources than we do. As a result,
our competitors may be able to adapt more quickly to new or emerging
technologies and to changes in client requirements or to devote greater
resources than us for the development, promotion, sale and support of
Internet-based products and services. In addition, there is a risk that
customers may elect to increase their internal IT resources to satisfy their IT
solutions needs. We may also enter new markets and offer new services, and
expect to face intense competition from existing and new competitors,
particularly since barriers of entry in the IT service industry are relatively
low. We cannot assure you that we will continue to provide IT services and
products demanded by our target market or be able to compete successfully with
existing or new competitors. An inability to compete in our market effectively
would negatively impact our financial performance and business prospects.

                                       17

<PAGE>


We are dependent on hiring and retaining skilled personnel.

We must attract, hire and retain personnel who possess the skills and experience
necessary to operate our business and serve our customers. Competition for
individuals with proven skills is intense. In addition, the Internet-based IT
service industry in general experiences a high rate of turnover. We compete for
such individuals with Internet companies, systems integrators, providers of
outsourcing services, temporary personnel agencies, computer systems
consultants, customers and potential customers. Many large competitors have
extensive campaigns to hire additional technical personnel or have full time
recruiters on staff. Competition for quality technical personnel has continued
to intensify, resulting in increased personnel costs for many IT service
providers. There can be no assurance we will be able to recruit or retain the
technical personnel necessary to execute our strategy. Failure to do so would
have a material adverse effect on our financial performance and business.

Our industry is changing rapidly and new solutions are constantly being
introduced

The Internet-based IT service and e-commerce industries are characterized by
rapid technological change, evolving industry standards, changing client
preferences and new product and service introductions. Our success will depend
in part on our ability to develop Internet-based IT solutions that keep pace
with continuing changes in the IT service and e-commerce industries. There can
be no assurance that we will be successful in adequately addressing these
developments on a timely basis or that, if these developments are addressed, we
will be successful in the marketplace. In addition, there can be no assurance
that products or technologies developed by others will not render our services
non-competitive or obsolete. Our failure to address these developments could
have a negative impact on our financial performance and business prospects.

Potential customers may not widely adopt Internet solutions, and, if they do,
may not outsource such projects

The market for our products and services will depend upon the adoption of
Internet, intranet, extranet and web site solutions by customers. If customers
and potential customers choose not to implement such solutions, we will address
a smaller market and our revenues could be adversely affected. Some critical
unresolved issues concerning the use of Internet solutions are security,
reliability, cost, ease of deployment and administration and bandwidth of the
Internet itself. These issues may affect the use of such technologies to solve
business problems. Some entities would have to change significantly the way they
do business to adapt to the Internet. Even if these issues are resolved,
businesses might not elect to outsource the design, development and maintenance
of their Internet, intranet, extranet and web site solutions to firms such as
eNucleus.

ITEM 7  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The following financial statements for eNucleus and independent auditors' report
as of December 31, 2003 and 2002 and for the years then ended are filed as part
of this report on Form 10-KSB beginning on page F-1.

     o    Report of Independent Public Accountants
     o    Balance Sheets as of December 31, 2003 and 2002
     o    Statements of Operations for the years ended December 31, 2003 and
          2002
     o    Statements of Stockholders' Equity (Deficit) for the years ended
          December 31, 2003 and 2002
     o    Statements of Cash Flows for the years ended December 31, 2003 and
          2002 Notes to the Financial Statements

                                       18

<PAGE>


ITEM 8  CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

NONE

ITEM 8A  CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, eNucleus management
(including our Chief Executive and Financial Officer, John Paulsen) conducted an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures as defined in the Exchange Act Rule 13a-14.
Based on that evaluation, Mr. Paulsen concluded that the Company's disclosure
controls and procedures were effective as of the date of the evaluation. There
have been no significant changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date of the most
recent evaluation.

PART III

ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

The following table contains certain information with respect to our directors
and executive officers:


Name                               Age    Position as of the year ended 12/31/03
----                               ---    --------------------------------------
John C. Paulsen                    41     Officer, Chief Financial Officer and
Chairman of the Board/Director,           Secretary
Chief Executive

Scott Voss                         45     President (1)

(1) President until October, 2003

John C. Paulsen has served as Chairman of the Board and Chief Executive Officer
of eNucleus since April 1999. Prior thereto, Mr. Paulsen served as the President
of Nucleus Holding Company. From 1995 to 1997 Mr. Paulsen served as President
and CEO of MetroLink Communications, Inc. a long-distance carrier. From 1990 to
1995, Mr. Paulsen served as President and CEO of American Teletronics Long
Distance, Inc. a reseller of long-distance telecommunications services.

Scott Voss joined eNucleus following the bankruptcy petition. Prior thereto, Mr.
Voss served as an advisor to the company on various financing, sales and
marketing projects. Mr. Voss has extensive experience in developing and growing
marketing orientated organizations. Before joining eNucleus, Mr. Voss was
President of Sterling Press and Graphics which specialized in collateral
development and printing for high growth businesses.

Board of Directors

Currently, John Paulsen is the Company's sole director. As soon as practicably,
Mr. Paulsen, intends to fill the vacancies on the Board of Directors resulting
from the previous resignations of the Company's other directors. Included in the
Directors so appointed will be two representatives from the creditor committee
pursuant to the Company's Plan of Reorganization.

Our last Annual Shareholder Meeting was held on July 14, 2000. Subsequent to the
shareholder meeting, and as a result or restructuring and filing of the Chapter
11 petition, each of the directors previously elected to serve (except Mr. John
C. Paulsen) resigned from the Board of Directors. No new directors have been
elected.

                                       19

<PAGE>


Section 16(A) Beneficial Ownership Reporting Compliance. Section 16(a) of the
Securities Exchange Act of 1934 requires our directors, executive officers, and
persons who own more than 10% of our equity securities, to file initial reports
of ownership and reports of changes in ownership of our common stock and other
equity securities with the Securities and Exchange Commission. Executive
officers, directors and 10% owners are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file. During the year, no reporting
was provided to eNucleus in accordance with this section.

ITEM 10  EXECUTIVE COMPENSATION

The following table summarizes the compensation paid for the years ended
December 31, 2003, 2002 and 2001 to the individuals who served as our chief
executive officer during such periods and those serving as current executive
officers.

--------------------------------------------------------------------------------
Summary Compensation Table
--------------------------------------------------------------------------------
------------------------------- ------ ------------ ---------- -----------------
                                                                     All Other
Name and Principal Position      Year   Salary ($)   Bonus ($)  Compensation ($)
---------------------------      ----   -----------  ---------  ----------------
------------------------------- ------ ------------ ---------- -----------------
John C. Paulsen, Chief
Executive Officer,               2003       34,000         --                --
------------------------------- ------ ------------ ---------- -----------------
President, principal Financial   2002       98,000         --                --
Officer and
------------------------------- ------ ------------ ---------- -----------------
Secretary (1)                    2001      143,000         --                --
------------------------------- ------ ------------ ---------- -----------------

------------------------------- ------ ------------ ---------- -----------------
Scott Voss, President (2)        2003            0         --                --
------------------------------- ------ ------------ ---------- -----------------
                                 2002       36,000
------------------------------- ------ ------------ ---------- -----------------
                                 2001        6,000
------------------------------- ------ ------------ ---------- -----------------
(1) President until May, 2001.
(2) President May, 2001 until October, 2003

The following table summarizes the individual grants of stock options made
during the most recent fiscal year to the individuals who served as our named
executive officers.


Summary Option Grants in Last Fiscal Year Table

None

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

None

Compensation of Directors

Currently, John Paulsen is the Company's sole director. As soon as practicably,
Mr. Paulsen, intends to fill the vacancies on the Board of Directors resulting
from the previous resignations of the Company's other directors. Mr. Paulsen was
not compensated for serving as the Company's director during the last fiscal
year. Upon the reconstitution of the Board of Directors, the Company anticipates
compensatory arrangements to be made to those serving and participating in the
growth and development of the Company, including stock based arrangements.

Employment Contracts

The Company is currently in the process of appointing and entering into
employment agreements with its executive officers.

                                       20

<PAGE>


ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Subsequent to year-end, the Board of Directors authorized and shareholders
approved a one for ten reverse stock split of all issued and outstanding common
stock, effective February 18, 2004. The par value of the common stock was
maintained at the pre-split amount of $.001 per share and the authorized capital
was maintained at 100,000,000 shares of common stock, and the par value of the
preferred stock was maintained at the pre-split amount of $0.001 per share, and
the authorized capital was maintained at 20,000,000 shares of preferred stock.
All references to common shares and per share amounts have been restated to
reflect this reverse stock split on a retroactive basis, exclusive of fractional
shares.

Security Ownership of Certain Beneficial Officers

The following table sets forth the number of shares of common stock beneficially
owned as of April 8, 2004, by each person known by us to beneficially own more
than 5% of the common stock of eNucleus. A beneficial owner of a security
includes any person who has the power to vote or sell the shares.

Name of Beneficial Owner (1)     Amount and Nature of       Percent of Class (3)
----------------------------     ------------------------   --------------------
                                 Beneficial Ownership (3)
                                 ------------------------
Congruent Ventures, LLC                4,697,763                   29.0%
Monte Carlo Funding                    2,450,000                   15.1%
Aspatuck Holdings                      2,000,000                   12.3%
Eric Stari (2)                           877,000                    5.4%


(1) The mailing address is c/o eNucleus 4000 Main Street, Bay Harbor, MI 49770

(2) Includes shares held directly by Mr. Stari and indirectly through a family
trust for which Mr. Stari acts as majority general partner

(3) Includes certain shares held as well as the "as converted" shares to be
received under the Series A Convertible Preferred Stock.

Security Ownership of Directors and Executive Officers

The following table sets forth the number of shares of common stock beneficially
owned as of April 8, 2004 by (i) each of our directors, (ii) our executive
officers and (iii) all directors and executive officers as a group. A beneficial
owner of a security includes any person who has the power to vote or sell the
shares.

Name of Beneficial Owner         Amount and Nature of       Percent of Class (3)
------------------------         ---------------------      --------------------
                                 Beneficial Ownership(3)
                                 -----------------------
John C. Paulsen (1)                    504,000 (2)                  3.0%
All directors and executive
officers, as a group
(1 persons)                            504,000                      3.0%


(1) The mailing address is c/o eNucleus 4000 Main Street, Bay Harbor, MI 49770.

(2) Includes shares held directly by Mr. Paulsen and indirectly through a family
trust for which Mr. Paulsen acts as majority general partner.

                                       21

<PAGE>


ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As part of the Plan of Reorganization, the Company entered into a borrowing
facility with Sunami Ventures, LLC ("Sunami") (a limited liability company
managed and controlled by Mr. Henry Paulsen, John Paulsen's father). In
accordance with the Plan of Reorganization, Sunami (or others who shall provided
post-petition financing) shall receive on account of the borrowings, five shares
of New Common Stock for every ten dollars loaned and a Senior Secured Note for
the amount of the borrowings. As of December 31, 2003, eNucleus has received
approximately $1 million of value under this facility the proceeds of which have
been used to satisfy certain petitions resulting from the bankruptcy and
post-petition operating requirements and which approximately 500,000 shares were
issued in conjunction with the facility. During 2002, Sunami agreed to convert
approximately $700,000 of Senior Secured Note into equity and the remaining was
converted into equity during 2003. Shares of common stock received from these
conversions totaled approximately 1.5 million.

In December, 2002 the Company decided to close our data center facility in
Atlanta and requested to terminate its collocation/lease agreement with Sunami.
As a result of this decision, the Company issued approximately 450,000 of
restricted common stock as consideration for the release of $913,000 of
remaining lease obligations as well as the relinquishment of our security
deposit and the rights and title to certain leasehold improvements made to the
facility.

During 2002 the Company issued 70,000 and 75,000 shares of common stock to Mr.
Paulsen and Mr. Voss, respectively in lieu of certain monies owed under their
compensation arrangements. In March, 2002, the Company granted options to
purchase up to 250,000 shares of restricted common stock to Mr. Paulsen and Mr.
Voss, respectively, at a price equal to the market price on date of grant. Such
options were granted for the consideration and incentive to continue employment
and at a substantially reduced salary through the remainder of 2002 and until
such time the Company provides positive cash flow operating earnings. As of
December 31, 2002, these options were fully exercised and the respective shares
had been issued.

Subsequent to year end and subject to certain contingencies, Congruent Ventures
has agreed to transfer up to 394,777 of their eNucleus preferred stock holdings
and 206,000 warrants to John Paulsen in consideration of among other things Mr.
Paulsen agreeing to serve as Chairman & CEO for a period of no less than 12
months.

Subsequent to year end and beginning May 1, 2004, Congruent Ventures' CEO, Dhru
Desai, agreed to join eNucleus' management team as President and serve as a
member of the Company's Board of Directors.


ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibit Index

See Exhibit Index beginning on page 24.

(b) Reports on Form 8-K

On February 19, 2004, we filed a Current Report on Form 8-K relating to the
entering into an Asset Purchase Agreement to purchase substantially all the
assets of PrimeWire, Inc.

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company was billed for audit services rendered by the our independent
auditors $30,000 and $25,000 during 2003 and 2002, respectively. No
Audit-Related fees or Tax fees were incurred by the Company. The Board of
Directors reviewed and discussed the Company's audited financial statements for
the fiscal year ended December 31, 2003, with management and the independent
auditors.

                                       22

<PAGE>


SIGNATURE


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


Date:  May 2, 2005
                                            By:  /s/  John C. Paulsen
                                               --------------------------------
                                                      John C. Paulsen
                                                      Chief Executive Officer








Pursuant to the requirements of the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.


Signature                       Title                               Date
---------                       -----                               ----

/s/  John C. Paulsen            Chief Executive Officer             May 2, 2005
                                Chairman of the Board



/s/  Harley Luplow              Principal Financial                 May 2, 2005
                                and Accounting Officer



                                       23

<PAGE>


EXHIBIT INDEX


Exhibit No.         Description

21                  Subsidiaries of eNucleus, Inc.

23.1                Consent of Danziger and Hochman, Chartered Accountants

31.1                Certification of Chief Executive Officer pursuant to
                    Section302 of the Sarbanes-Oxley Act of 2002.

32.1                Certification of Chief Executive Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

                                       24

<PAGE>



                                 eNUCLEUS, INC.
                                    Restated
                        Consolidated Financial Statements
                        (Stated in United States Dollars)
                                December 31, 2003



<PAGE>


                                 eNUCLEUS, INC.

                                      INDEX

                                December 31, 2003


                                                                          PAGE


2003 INDEPENDENT AUDITORS' REPORT                                           1

2002 INDEPENDENT AUDITORS' REPORT                                           2


CONSOLIDATED FINANCIAL STATEMENTS

         Consolidated Balance Sheets - Statement I                          3

         Consolidated Statements of  Shareholders' Equity
             (Deficit) - Statement II 4

         Consolidated Statements of Operations - Statement III              5

         Consolidated Statements of Cash Flows - Statement IV               6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                7 - 15

<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of:
eNUCLEUS, INC.

We have audited the accompanying consolidated balance sheets of eNUCLEUS, INC.
as at December 31, 2003, and the consolidated statements of operations,
shareholders' deficit , and cash flows for the year ended December 31, 2003.
These consolidated financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. The Company's consolidated financial
statements for the years ended December 31, 2002 and 2001 were audited by other
auditors whose report dated March 28, 2003 is attached.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the company as at December 31,
2003, and the results of its operations and their cash flows for the year ended
December 31, 2003, in conformity with Accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully discussed in
note 2 to the consolidated financial statements, the Company continues to incur
operating losses and must continue to fund negative working capital needs.
Additionally, the Company will need to negotiate payment terms with some if its
creditors. There can be no assurance that the Company will reach agreement with
these parties or be able to satisfy their indebtedness in a timely manner
acceptable to them. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.





Toronto, Ontario                                           Danziger and Hochman
May 2, 2005                                            Chartered Accountants


                                                                          Page 1

<PAGE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of eNucleus, Inc.


We have audited the accompanying consolidated balance sheet of eNUCLEUS, INC. (a
Delaware corporation) (the Company) as at December 31, 2002 and 2001, and the
related statements of operations, stockholders' (deficit) equity , and cash
flows for the year ended December 31, 2002, two month period ended December 31,
2001 and the ten month period ended October 31, 2001. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of eNucleus, Inc. as of
December 31, 2002 and 2001, and the results of their operations and cash flows
for the year ended December 31, 2002, two month period ended December 31, 2001
and ten month period ended October 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully discussed in
note 2 to the financial statements, the Company continues to incur operating
losses and must continue to fund negative working capital needs. Additionally,
the Company will need to negotiate payment terms with some of its administrative
claim holders. There can be no assurance that the Company will reach agreement
with these parties or be able to satisfy their indebtedness in a timely manner
acceptable to them. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



Palos Heights, Illinois
March 28, 2003                                          Bujan & Associates, Ltd.

                                                                          Page 2

<PAGE>


Restated
eNUCLEUS, INC.                                                       Statement I
Consolidated Balance Sheet
(Stated in United States Dollars)
As at December 31, 2003
--------------------------------------------------------------------------------

                                                          2003         2002
                                                       ----------   ----------
ASSETS
    Current
        Cash                                           $       78   $    4,932
        Accounts receivable                                  --  (1)    54,893
        Prepaid expenses                                   16,039       37,974
                                                       ----------   ----------

                                                           16,117(2)    97,799
                                                       ----------   ----------
    Other
        Property and equipment (note 4)                    19,786      491,430
        Goodwill and other intangibles, net (note 5)         --  (3) 1,771,274
                                                       ----------   ----------

                                                       $   35,903   $2,360,503
                                                       ==========   ==========

LIABILITIES
    Current
        Accounts payable                               $   42,792   $  272,798
        Accrued expenses                                  267,613      452,161
        Notes payable (note 6)                            156,861      425,540
                                                       ----------   ----------

                                                          467,266    1,150,499
                                                       ----------   ----------
    Longterm
        Notes payable (note 6)                            345,246      867,689
                                                       ----------   ----------

                                                          812,512    2,018,188
                                                       ----------   ----------

SHAREHOLDERS' EQUITY (DEFICIT) - Statement II
    Common stock (note 6)                                  95,278(4)    33,263
    Preferred stock (note 6)                                1,454         --
    Additional paid-in capital                          8,538,992(5) 6,269,074
                                                       ----------   ----------

                                                        8,635,724    6,302,337

DEFICIT                                                (9,412,333)  (5,960,022)
                                                       ----------   ----------

                                                       (  776,609)     342,315
                                                       ----------   ----------

                                                       $   35,903   $2,360,503
                                                       ==========   ==========

Year 2003 restatements:
(1)  Write off Bad debt for a decrease of $16,900
(2)  Write off of Prepaid barter for a decrease of $24,999
(3)  Write off of impaired goodwill for a decrease of $1,674,622
(4)  Restated at 2003 pre-split value (prior to reverse on for ten share msplit)
(5)  Revaluation of stock transaction for bankruptcy related services



Contingency (note 14)

{See accompanying notes.}                                               Page 3

<PAGE>
<TABLE>
<CAPTION>


Restated
eNUCLEUS, INC.
Statement II
Consolidated Statements of Shareholders' Equity (Deficit)
(Stated in United States Dollars)
For the Year Ended December 31, 2003
--------------------------------------------------------------------------------------------------



                                                 Shares        Amount       Shares        Amount
                                              -----------   -----------  -----------   -----------
<S>                                           <C>           <C>          <C>           <C>
Balance, November 1, 2001 (predecessor)              --     $      --            --     $      --

Net loss                                             --            --            --            --

Balance, December 31, 2001                           --            --            --            --

Issuance of common stock through the
exchange of old common stock (per Plan)              --            --       1,749,925         1,750

Issuance of common stock through
the exchange of creditor claims (per Plan)           --            --       2,764,114         2,764

Contributed capital from the
unexchanged stock and debt                           --            --            --            --

Issuance of common stock in
conjunction with debt financings                     --            --       5,542,400         5,542

Common stock issued upon
conversion of debt                                   --            --      12,046,433        12,047

Common stock issued for employment services          --            --       2,400,000         2,400

Common stock issued upon
exercise of options                                  --            --       7,000,000         7,000

Common stock issued for services provided            --            --       1,710,000         1,710

Issuance of common stock for acquisitions            --            --          50,000            50

Net loss                                             --            --            --            --

                                              -----------   -----------   -----------   -----------
Balance, December 31, 2002                           --            --      33,262,872        33,263

Issuance of common stock in
conjunction with debt financings                     --            --       1,687,512         1,690

Common stock issued for
employment services                                  --            --       3,425,000         3,425

Common stock issued for services provided            --            --       2,950,000         2,950

Common stock issued upon
conversion of debt                                   --            --      53,954,000        53,950

Preferred stock issued upon
conversion of debt                              1,453,779         1,454          --            --

Net loss                                             --            --            --            --

BALANCE, December 31, 2003                      1,453,779   $     1,454    95,279,384   $    95,278
                                              ===========   ===========   ===========   ===========

                                                                                             Page 4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


eNUCLEUS, INC.
Statement II
Consolidated Statements of Shareholders' Equity (Deficit)
(Stated in United States Dollars)
For the Year Ended December 31, 2003
------------------------------------------------------------------------------------------------------



                                                  New         Additional
                                                 Equity        Paid-In     Accumulated
                                                Issuable       Capital       Deficit        Total
                                              -----------    -----------   -----------    -----------
<S>                                           <C>            <C>           <C>           <C>
Balance, November 1, 2001 (predecessor)       $ 3,671,934    $      --     $      --      $ 3,671,934

Net loss                                             --             --     (   202,394)   (   202,394)

Balance, December 31, 2001                      3,671,934           --     (   202,394)   $ 3,469,540

Issuance of common stock through the
exchange of old common stock (per Plan)       (   874,963)      873,213           --             --

Issuance of common stock through
the exchange of creditor claims (per Plan)     (1,382,057)     1,379,293          --             --

Contributed capital from the
unexchanged stock and debt                     (1,414,914)     1,414,914          --             --

Issuance of common stock in
conjunction with debt financings                     --             --            --            5,542

Common stock issued upon
conversion of debt                                   --        2,556,514          --        2,568,561

Common stock issued for employment services          --             --            --            2,400

Common stock issued upon
exercise of options                                  --           25,000          --           32,000

Common stock issued for services provided            --           12,690          --           14,400

Issuance of common stock for acquisitions            --            7,450          --            7,500

Net loss                                             --             --      (5,757,628)    (5,757,628)


                                              -----------    -----------   -----------    -----------
Balance, December 31, 2002                           --        6,269,074    (5,960,022)       342,315

Issuance of common stock in
conjunction with debt financings                     --           71,310          --           73,000

Common stock issued for
employment services                                  --           70,525          --           73,950

Common stock issued for services provided            --          149,800          --          152,750

Common stock issued upon
conversion of debt                                   --          659,922(1)       --          713,872

Preferred stock issued upon
conversion of debt                                   --        1,318,361          --        1,319,815

Net loss                                             --             --      (3,452,311)    (3,452,311)

BALANCE, December 31, 2003                    $      --      $ 8,538,992   ($9,412,333)   ($  776,609)
                                              ===========    ===========   ===========    ===========

Restated: (1)  Revaluation of stock transaction for bankruptcy related services

(See accompanying notes)                                                                 Page 4(Con't)


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Restated
eNUCLEUS, INC.                                                     Statement III
Consolidated Statement of Operations
(Stated in United States Dollars)
For the Year Ended December 31, 2003
----------------------------------------------------------------------------------------
                                                                             Two Months
                                                                               Ending
                                                 2003           2002             2001
----------------------------------------------------------------------------------------
<S>                                         <C>             <C>             <C>
REVENUE                                     $    577,574    $   285,687     $     26,981
                                            ------------    ------------    ------------

EXPENSES
    Operating expenses                         1,022,313(1)    1,153,272         159,970
    Interest and other income                     10,305      (    3,157)          6,841
    Depreciation and amortization expense        150,965         375,621          62,564
                                            ------------    ------------    ------------

                                               1,183,583       1,525,736         229,375
                                            ------------    ------------    ------------

Loss before the undernoted                    (  606,009)     (1,240,049)    (  202,394)
                                            ------------    ------------    ------------

Net reorganization expense                     1,171,680(2)    4,517,579            --

Write off of goodwill                          1,674,622(3)         --              --
                                            ------------    ------------    ------------

NET LOSS FOR THE YEAR                       ($ 3,452,311)   ($ 5,757,628)    ($  202,394)
                                            ============    ============    ============


NET LOSS PER COMMON SHARE                   ($      0.07)   ($       .25)   ($      0.01)
                                            ============    ============    ============

WEIGHTED AVERAGE OF COMMON
SHARES OUTSTANDING                            51,687,983      23,006,248      20,009,898
                                            ============    ============    ============

Year 2003 restatements:

(1)  Write off of barter and bad debt increased Operating expense by $41,901
(2)  Revaluation of stock issued to Arnstein & Lehr for bankruptcy related
     services increased Net reorganization expense by $274,498
(3)  Write off of impaired goodwill in the amount of $1,674,622


(See accompanying notes)                                                          Page 5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Restated
eNUCLEUS, INC.                                                                         Statement IV
---------------------------------------------------------------------------------------------------
Consolidated Statement of Cash Flows
(Stated in United States Dollars)
For the Year Ended December 31, 2003
---------------------------------------------------------------------------------------------------

                                                                                         Two Months
                                                                                          Ending
                                                             2003           2002           2001
---------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>
OPERATING ACTIVITIES
    Net (loss)  Statement III                            ($3,452,311)   ($5,757,628)   ($  202,394)
    Adjustments to reconcile net loss to net cash
        provided by (used in) operating activities
            Noncash reorganization expense                 1,171,680      4,517,579         62,564
            Shares issued in consideration of services        73,950           --             --
            Write off of goodwill                          1,674,622           --             --
            Depreciation and amortization                    150,965        375,624           --
        Changes in operating assets and liabilities
            Changes in accounts receivables                   54,893         14,154         19,376
            Changes in other current assets                   21,935    (   113,374) (       9,284)
            Changes in payables and accrued expenses     (   414,554)       368,041         42,685
                                                         -----------    -----------   -----------

                                                         (   718,820)   (   595,604)  (    87,053)
                                                         -----------    -----------   -----------

INVESTING ACTIVITIES
    Purchase of property and equipment                   (     8,883)          --             --
                                                         -----------    -----------   -----------

FINANCING ACTIVITIES
    Changes in notes payable                             (   791,122)       567,728        85,424
Share issue in consideration for debt financing and        1,513,971         32,000          --
debt conversion
                                                             722,849        599,728        85,424
                                                         -----------    -----------   -----------

NET INCREASE (DECREASE) IN CASH                               (4,854)         4,124   (     1,629)

CASH, BEGINNING OF YEAR                                        4,932            808         2,437
                                                         -----------    -----------   -----------


CASH, END OF YEAR                                        $        78    $     4,932   $       808
                                                         ===========    ===========   ===========

(See accompanying notes)                                                                   Page 6


</TABLE>

<PAGE>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------



1.        NATURE OF OPERATIONS
          --------------------

          eNucleus, Inc. ("eNucleus" or the "Company") is a next generation
          software and managed hosting company. eNucleus' business strategy is
          to acquire companies that have proprietary software applications that
          fulfill core and niche business processes.

          The accompanying consolidated financial statements include eNucleus,
          Inc. and its wholly-owned subsidiaries Financial ASPx, Inc. and
          Alliance Net, Inc. eNucleus Pro, Inc. which was a wholly-owned
          subsidiary of eNucleus, Inc., was sold along with its liabilities
          within a settlement agreement with a creditor in 2003 for an
          immaterial amount. All significant intercompany accounts and
          transactions have been eliminated in consolidation.

          On November 6, 2003, eNucleus received its final decree from the
          United States Bankruptcy Court for the Northern District of Illinois,
          successfully concluding the Company's restructuring and emergence from
          bankruptcy.


2.        BASIS OF PRESENTATION
          ---------------------

          Going Concern Issue

          These consolidated financial statements have been prepared on a going
          concern basis and do not include any adjustments to the measurement
          and classification of the recorded asset amounts and classification of
          liabilities that might be necessary should the Company be unable to
          continue as a going concern. The company has experienced several
          continuous years of operating losses. The Company's ability to realize
          its assets and discharge its liabilities in the normal course of
          business is dependent upon continued support. The Company is also
          dependent on an infusion of equity from potential shareholders. The
          Company is currently attempting to obtain additional financing from
          its existing shareholders and other strategic investors to continue
          its operations. However, there can be no assurance that the Company
          will obtain sufficient additional funds from these sources.

          The conditions cause substantial doubt about the Company's ability to
          continue as a going concern. A failure to continue, as a going concern
          would require that stated amounts of assets and liabilities be
          reflected on a liquidation basis that could differ from the going
          concern basis.

                                                                          Page 7

<PAGE>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------

3.        SIGNIFICANT ACCOUNTING POLICIES
          -------------------------------

          Use of Estimates

          The preparation of consolidated financial statements in conformity
          with generally accepted accounting principles requires management to
          make 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 and the reported
          amounts of revenues and expenses during the reporting period. Actual
          results could differ from those estimates.

          Property and Equipment

          Property and equipment are stated at cost and depreciated on a
          straight-line basis over their respective estimated useful lives,
          which are generally three to seven years. Maintenance and repairs are
          charged to expense as incurred, improvements are capitalized.


          Goodwill and Other Intangible Assets

          In July 2002, the FASB issued Statement of Financial Accounting
          Standards ("SFAS") No. 141, "Business Combinations," and SFAS No.142,
          "Goodwill and Other Intangible Assets." SFAS 141 requires that the
          purchase method of accounting be used for all business combinations
          initiated after June 30, 2002. SFAS 141 also specifies criteria that
          intangible assets must meet in order to be recognized and reported
          separately from goodwill. SFAS 142 requires that goodwill and
          intangible assets with indefinite useful lives will no longer be
          amortized to expense, but instead will be tested for impairment at
          least annually. Intangible assets with definite useful lives will be
          amortized to expense. In accordance with SOP 90-7 and the application
          of fresh-start reporting, the Company adopted SFAS No. 141 and SFAS
          No. 142. The adoption of SFAS No. 141 had no impact on our
          consolidated financial statements. The adoption of SFAS No. 142
          results in the classification of the reorganization intangible
          recognized in fresh-start reporting as goodwill with an indefinite
          life. As a result, the goodwill will not be amortized, but will be
          reviewed annually for impairment.

          The Company evaluates its long-lived assets, including goodwill, for
          impairment whenever events or change in circumstances indicate that
          the carrying amount of such assets or intangibles may not be
          recoverable. Recoverability of assets to be held and used is measured
          by a comparison of the carrying amount of an asset to future net cash
          flows expected to be generated by the asset. If such assets are
          considered to be impaired, the impairment to be recognized is measured
          by the amount by which the carrying amount of the assets exceeds the
          fair value of the assets. Assets to be disposed of are reported at the
          lower of the carrying amount or fair value less costs to sell.

                                                                          Page 8

<PAGE>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------

3.        SIGNIFICANT ACCOUNTING POLICIES, (continued)
          --------------------------------------------

          Fair Value of Financial Instruments

          The Company estimate of cash, accounts receivable, note and accounts
          payable, accrued expenses and long-term liabilities approximates the
          carrying value.

          Income Taxes

          The Company accounts for its income taxes under the liability method
          specified by Statement of Financial Accounting Standards (SFAS) No.
          109, Accounting for Income Taxes. Deferred tax assets and liabilities
          are determined based on the difference between the financial statement
          and tax bases of assets and liabilities as measured by the enacted tax
          rates which will be in effect when these differences reverse. Deferred
          tax expense is the result of changes in deferred tax assets and
          liabilities.

          Stock Option Plans

          The Company applies the fair value based method of accounting
          prescribed by SFAS No. 123, Accounting for Stock-Based Compensation in
          accounting for its stock options granted to both employees and
          non-employees. As such, compensation expense is recorded on the date
          of grant based on the fair market value of the stock and expensed in
          the period which the option was granted.

          Revenue Recognition

          The Company recognizes revenue upon providing of service or delivery
          of a product to a client. Billings made or payments received in
          advance of providing services are deferred until the period these
          services are provided. Certain of the Company's contracts, include
          up-front charges for installation or other set up services. The
          Company defers such revenue and recognizes revenue ratably over the
          contract terms. Certain contracts with customers may contain service
          level commitments, which may require the Company to provide credits if
          required service level commitments are not met. These amounts, if any,
          are accounted for in cost of sales. To date, credits issued under
          these arrangements have been immaterial.

                                                                          Page 9

<PAGE>
<TABLE>
<CAPTION>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------


4.        PROPERTY AND EQUIPMENT
          ----------------------

          Property and equipment consist of the following:


                                                        Accumulated    N.B.V       N.B.V
                                                Cost    Depreciation    2003        2002
                                              --------    --------    --------    --------
          <S>                                 <C>         <C>         <C>         <C>
          Data center equipment               $ 26,292    $  8,138    $ 18,154    $ 59,467

          Computer equipment                     1,958         326       1,632       9,510

          Furniture and fixtures                  --          --          --        14,644

          System equipment                        --          --          --       407,759
                                              ========    ========    ========    ========

                                              $ 28,250    $  8,464    $ 19,786    $491,430
                                              ========    ========    ========    ========




5.        GOODWILL AND FRESH-START REPORTING
          ----------------------------------

         As a result of the confirmation of the Company's Plan of Reorganization
         on November 6, 2001, the Company adopted fresh-start reporting as
         required by Statement of Position 90-7 "Financial Reporting by Entities
         in Reorganization under the Bankruptcy Code" ("SOP 90-7"). Under
         fresh-start reporting, the Company's assets and liabilities were
         adjusted to fair values and a reorganization value for the entity was
         determined by the Company based upon the estimated fair value of the
         enterprise before considering values allocated to debt to be settled in
         the reorganization. The portion of the reorganization value which could
         not be attributed to specific tangible or identified intangible assets
         for the Reorganized Company is referred to as reorganization value in
         excess of amounts allocable to identifiable assets and is reported as
         "Goodwill" in the financial statements. Fresh-start reporting resulted
         in the creation of a new reporting entity for accounting purposes (the
         "Company" or the "Reorganized Company") with no accumulated deficit as
         of November 1, 2001. As a result of adopting SFAS No. 142, the goodwill
         recognized in fresh-start reporting will not be amortized, but will be
         reviewed annually for impairment. The Company determined that the
         goodwill is fully impaired as of December 31, 2003 and therefore, it
         has been written down to zero in the current fiscal year.

                                                                         Page 10
</TABLE>

<PAGE>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------

6.        NOTES PAYABLE
          -------------

          As of December 31, 2003 the Company's total long-term debt outstanding
          was as follows:

                                                          2003         2002
                                                       ----------   ----------

          Congruent Ventures LLC (a)                   $   90,681   $   16,338


          I.R.S. and other state tax departments (b)      219,474      219,498


          DukeWeeks Realty (c)                            141,952      141,952


          Other notes payable (d)                          50,000       50,000


          Lasalle Bank                                       --         90,729


          Bank of America                                    --        496,697


          Fifth Third Bank                                   --         58,503


          Hanover Financial Services                         --        219,511
                                                       ----------   ----------


                                                          502,107    1,293,228


          Less:  Current portion                       (  156,861)  (  425,539)
                                                       ----------   ----------

                                                       $  345,246   $  867,689
                                                       ==========   ==========



          (a) Congruent Ventures LLC is owed $90,681 relating to the Bank of
          America loan settlement through the plan of reorganization which it
          paid on behalf of eNucleus, Inc. This loan is senior secured debt and
          was repaid through share conversion subsequent to the year end.

          (b) Holders of allowed tax claims, including the Internal Revenue
          Service and certain state revenue agencies, received in full
          satisfaction, settlement of and in exchange for its tax claim, a six
          year 6.5% promissory note in an amount equal to the principal amount
          of its tax claims, payments of principal and interest due monthly. The
          Company is currently restructuring its payment plan associated with
          the terms of the agreements. No payments have been made against this
          note.

          (c) Duke Realty Limited Partnership is a 3-year note payable who was
          previous landlord of the Company in the amount of its total allowed
          claim of approximately $142,000. Monthly payments of $1,000 are due
          with the first payment in each year due of $10,000. The final payment
          will include the remaining outstanding principal plus accrued
          interest. No payments have been made against this note.

          (d) A note payable to an unsecured claimant prior to the Company's
          filing of bankruptcy, who in accordance with the Plan of
          Reorganization, elected to take a Junior Secured Note on the portion
          of the unsecured claim. Such note accrues interest at 12% per annum
          with principal and interest due in twenty-four months from the date of
          issuance. No payments have been made against this note.

                                                                         Page 11

<PAGE>
<TABLE>
<CAPTION>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------


7.        STOCKHOLDERS' EQUITY
          --------------------


          <S>                                                          <C>            <C>
          Authorized
            100,000,000 common shares with a par value of $.001
              20,000,000 preferred stock with a par value of $0.001

        Issued                                                         2003            2002
                                                                       ----            ----
              95,279,384 common shares (2002  33,262,870)             95,278           33,263
                1,453,779 preferred stock (2002  nil)                  1,454             --



          Subsequent to year-end, the Board of Directors authorized and
          shareholders approved a one for ten reverse stock split of all issued
          and outstanding common stock, effective February 18, 2004. The par
          value of the common stock was maintained at the pre-split amount of
          $.001 per share and the authorized capital was maintained at
          100,000,000 shares of common stock, and the par value of the preferred
          stock was maintained at the pre-split amount of $0.001 per share, and
          the authorized capital was maintained at 20,000,000 shares of
          preferred stock. Two classes of preferred shares called Series A and
          Series B were designated on February 13, 2004.


8.        STOCK OPTIONS
          -------------

          The Company has adopted a stock option plan accounted for under SFAS
          No. 123 and related interpretations. The Company expenses the
          difference between the fair market value of the shares on the option
          date and the option price.

          On November 6, the Company granted 3,100,000 options to the following:

          a)   Director, for future services at $.019 which equal the fair
               market value of the shares at November 6, 2003 and expire 1 year
               after they have vested. The shares vest as follows:


                           November 6, 2004                500,000
                           November 6, 2005                500,000
                           November 6, 2006                500,000
                                                        ----------
                                                         1,500,000
                                                        ==========

                                                                         Page 12
</TABLE>

<PAGE>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------


8.        STOCK OPTIONS, (continued)
          --------------------------

          b)   Management for future services at $.019 which equals the fair
               market value of the shares at November 6, 2003 and expire 1 year
               after they have vested. The shares vest as follows:


                           November 6, 2004              500,000
                           November 6, 2005              500,000
                           November 6, 2006              500,000
                                                       ---------
                                                       1,500,000
                                                       =========


          c) Management for future services at $.019 which equals the fair
          market value of the shares at November 6, 2003 and expire 1 year after
          they have vested. The shares vest as follows:


                           November 6, 2004               50,000
                           November 6, 2005               25,000
                           November 6, 2006               25,000
                                                        --------
                                                         100,000
                                                        ========


9.        WARRANTS
          --------

          The Company has 500,000 warrants of Series A preferred stock which was
          only designated after the year end and its terms are a conversion to
          common shares at five common shares to 1 Series A preferred share, at
          December 31, 2003. The warrants expire on March 1, 2009 and the stike
          price is $1 per share.


10.       BASIC LOSS PER SHARE
          --------------------

          Basis net loss per share figures are calculated using the weighted
          average number of common shares outstanding computed on a daily basis.


11.       INCOME TAXES
          ------------

          The Company accounts for income taxes using the liability method in
          accordance with SFAS No. 109, Accounting for Income Taxes. Under the
          liability method, a deferred tax asset or liability is determined
          based on the difference between the financial statement and tax basis
          of assets and liabilities, as measured by the enacted tax rates
          assumed to be in effect when these differences are expected to
          reverse.

                                                                         Page 13

<PAGE>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------


11.       INCOME TAXES (continued)
          ------------------------

          In assessing the realizability of future tax assets, management
          considers whether it is more likely than not that some portion or all
          of the future tax assets will not be realized. The ultimate
          realization of future tax assets is dependent upon the generation of
          future taxable income during the periods in which those temporary
          differences become deductible. Management considers the scheduled
          reversal of future tax liabilities, projected future taxable income
          and tax planning strategies in making this assessment. Management has
          provided for a valuation allowance on all of its' losses as there is
          no assurance that future tax benefits will be realized.

12.      RELATED PARTY TRANSACTIONS
         --------------------------

          As part of the Plan of Reorganization, the Company entered into a
          borrowing facility with Sunami Ventures, LLC ("Sunami") (a limited
          liability company managed and controlled by Mr. Henry Paulsen, John
          Paulsen's father). In accordance with the Plan of Reorganization,
          Sunami shall receive on account of the borrowings, five shares of New
          Common Stock for every ten dollars loaned and a Senior Secured Note
          for the amount of the borrowings. As of December 31, 2003, eNucleus
          has received approximately $1 million of value under this facility and
          the proceeds of which have been used to satisfy certain petitions
          resulting from the bankruptcy and post-petition operating requirements
          During 2003, all debt relating to Sunami was converted into 17,500,000
          common shares.

13.       SUBSEQUENT EVENTS
          -----------------

          On January 21, 2004 eNucleus, Inc. through one of its subsidiaries
          Financial ASPx,Inc. purchased substantially all the assets of
          PrimeWire, Inc. pursuant to an Asset Purchase Agreement with holders
          of the capital stock of PrimeWire. Subject to the terms and conditions
          of the Purchase Agreement, PrimeWire received $50,000 upon closing and
          a three year earn out provision that provides for (i) quarterly cash
          payments of 10% of the net revenues generated by the PrimeWire assets
          and (ii) quarterly stock payments of 15% of the net revenues generated
          by the PrimeWire assets during the first year.

                                                                         Page 14

<PAGE>


eNUCLEUS, INC.
Notes to the Consolidated Financial Statements
(Stated in United States Dollars)
December 31, 2003
--------------------------------------------------------------------------------

13.       SUBSEQUENT EVENTS (continued)
          -----------------------------

          In May of 2004, eNucleus notified PrimeWire of its intent to set-off
          amounts against its purchase price of the PrimeWire assets pursuant to
          several breaches of the contract. As a direct result of PrimeWire's
          defaults under the Agreement, eNucleus and Financial ASPx filed for
          arbitration in Illinois to mitigate damages and reduce the purchase
          price of the acquired assets. Under the terms of settlement in
          December 2004, eNucleus will pay PriceWire $400,000 cash and will sign
          over certain accounts receivable. This combination of consideration
          represents the final amounts due under the asset purchase agreement
          and eliminates any adverse security interest in PrimeWire's assets.

          Subsequent to year-end, the Board of Directors authorized and
          shareholders approved a one for ten reverse stock split of all issued
          and outstanding common stock, effective February 18, 2004. The par
          value of the common stock was maintained at the pre-split amount of
          $.001 per share and the authorized capital was maintained at
          100,000,000 shares of common stock, and the par value of the preferred
          stock was maintained at the pre-split amount of $0.001 per share, and
          the authorized capital was maintained at 20,000,000 shares of
          preferred stock. On February 13, 2004, two classes of preferred shares
          called Series A and Series B were designated.

          On May 28, 2004, eNucleus through its subsidiary company, Supply Chain
          ASPx, Inc., purchased substantially all of the assets and certain
          identified liabilities of the Tak Group Inc. for 650,000 shares of
          eNucleus stock. The shareholders of Tak Group have the ability to earn
          an additional 150,000 shares if certain milestones relating to revenue
          are met.

          On July 1, 2004, eNucleus created a wholly-owned subsidiary, eNucleus
          India, Inc.

          On August 1, 2004, eNucleus acquired Frontier Technologies, a
          Singapore based software and professional services company for
          eNucleus common stock based on an earn out of three and one half times
          2005 net income and $25,000, which will be payable in 2005.


14.       CONTINGENCY
          -----------

          The Company does not maintain any insurance to protect itself against
          potential liability or other claims.

                                                                         Page 15