================================================================================
                             SECURITIES AND EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2006

                                       OR

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

                For the Transition period from _______to _______


                                 ENUCLEUS, INC.
             (Exact Name of Registrant as Specified in its Charter)

           0-14039                                       11-2714721
   ----------------------                    -------------------------------
  (Commission File Number)                  (IRS Employer Identification No.)

                                 2850 Golf Road
                            Rolling Meadows, IL 60008
                    (Address of Principal Executive Offices)

                                  847-640-0909
              (Registrant's telephone number, including area code)

Check whether the Registrant (l) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and 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 whether the Registrant 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 July 28, 2006, the number of common stock shares outstanding is 47,360,503
shares.

Transitional Small Business Disclosure Format (check one) Yes |_| No |X|
================================================================================
<PAGE>



PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2006 (UNAUDITED)
AND DECEMBER 31, 2005 (AUDITED).............................................   3

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2006, AND MARCH 31, 2005...............   4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005................   5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)............   6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.......................................................  12

ITEM 3. CONTROLS AND PROCEDURES.............................................  13

      PART II - OTHER INFORMATION
      ---------------------------

      ITEM 1. LEGAL PROCEEDINGS.............................................  13

      ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.....................  13

      ITEM 3. DEFAULTS UPON SENIOR SECURITIES...............................  14

      ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........  14

      ITEM 5. OTHER INFORMATION.............................................  14

      ITEM 6. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................  15


ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K....................................  16

FORM 10-QSB SIGNATURE PAGE..................................................  16


                                       2
<PAGE>

                                      ENUCLEUS, INC.
                          Condensed Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                               MARCH 31,     DECEMBER 31,
                                                                 2006           2005
                                                             ------------    ------------
<S>                                                          <C>             <C>
                                                              (UNAUDITED)      (AUDITED)

                                          ASSETS

Current Assets:

 Cash                                                        $      6,560    $     11,558
 Accounts receivable, net                                       4,768,718       3,308,490
 Prepaid expenses                                                  88,418          32,023
                                                             ------------    ------------
Total current assets                                            4,863,696       3,352,071
                                                             ------------    ------------
Property and equipment, net                                        36,464          40,418

Other assets:
Due from Applitech Solution, Ltd.                                 262,731         262,731
Intangible assets, net                                          5,169,162       5,594,860
                                                             ------------    ------------
Total assets                                                 $ 10,332,053    $  9,250,080
                                                             ============    ============

                            LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities:

 Accounts payable and accrued liabilities                    $  2,862,149    $  2,083,501
 Notes payable                                                    506,203         232,465
 Deferred revenue                                                 506,610         454,092
                                                             ------------    ------------
Total current liabilities                                       3,874,962       2,770,058

Long-term liability:
 Note payable - related party                                     830,076         822,376
                                                             ------------    ------------
                                                                4,705,038       3,592,434
                                                             ------------    ------------
Stockholders' equity:
 Preferred stock, $0.001 par value, 20,000,000 shares
  authorized, issued and outstanding none                              --              --
 Common stock, $0.001 par value, 100,000,000 shares
  authorized, 47,360,503 and 44,008,545 shares issued
  and outstanding, respectively                                    47,361          44,009
 Additional paid-in capital                                    14,991,565      14,891,036
 Accumulated deficit                                           (9,425,830)     (9,277,399)
 Other comprehensive income - translation gains and losses         13,919              --
                                                             ------------    ------------
Total stockholders' equity                                      5,627,015       5,657,646
                                                             ------------    ------------
                                                             $ 10,332,053    $  9,250,080
                                                             ============    ============


     See accompanying notes to condensed consolidated unaudited financial statements.
</TABLE>


                                            3
<PAGE>

                                 ENUCLEUS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                  ----------------------------
                                                      2006            2005
                                                  ------------    ------------
Revenues                                          $  1,798,602    $  1,020,916
                                                  ------------    ------------
Expenses:
 Cost of goods sold                                    457,349              --
 Operating expenses                                  1,464,334         989,515
                                                  ------------    ------------
                                                     1,921,683         989,515
                                                  ------------    ------------
Income (loss) from operations                         (123,081)         31,401

Other expenses:
 Interest                                               25,350          20,771
                                                  ------------    ------------
Income (loss) before provision for income taxes       (148,431)         10,630

Provision for income taxes                                  --              --
                                                  ------------    ------------
Net income (loss)                                 $   (148,431)   $     10,630
                                                  ============    ============
Basic net income (loss) per common share          $      (0.00)   $       0.00
                                                  ============    ============
Diluted net income (loss) per common share        $      (0.00)   $       0.00
                                                  ============    ============

Weighted average shares outstanding - basic         46,503,890      28,102,071
                                                  ============    ============
Weighted average shares outstanding - diluted       46,503,890      28,102,071
                                                  ============    ============


See accompanying notes to condensed consolidated unaudited financial statements.


                                       4
<PAGE>

                                              eNUCLEUS, INC.
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                                --------------------------
                                                                                   2006           2005
                                                                                -----------    -----------
<S>                                                                             <C>            <C>
Cash flow from operating activities
Net Income (Loss)                                                               $  (148,431)   $    10,630

Adjustments to reconcile net income to net cash used in operating activities:
  Depreciation and amortization                                                     429,652        274,576
  Amortization of debt discount                                                      14,766
  Shares issued in consideration of services                                             --         48,860
  Stock option compensation                                                          58,953             --
  Amortization of deferred debt costs                                                19,179             --
  Other                                                                              13,919           (920)
  Accrued interest on notes payable                                                   5,896             --
  Changes in operating assets and liabilities:
    Deferred revenue                                                                 52,518         (1,958)
    Due from Applitech Solution, Ltd.                                                    --       (505,614)
    Accounts receivable                                                          (1,460,228)      (428,215)
    Prepaid expenses                                                                (18,036)       (30,191)
    Payables and accrued expenses                                                   778,648        368,286
                                                                                -----------    -----------
Net cash used in operating activities                                              (253,164)      (264,546)
                                                                                -----------    -----------
Cash flow from financing activities:
  Increase in notes payable                                                         273,918         87,288
  Payments of notes payable                                                         (25,752)            --
  Proceeds from sale of common stock                                                     --        147,533
                                                                                -----------    -----------
Net cash provided by financing activities                                           248,166        234,821
                                                                                -----------    -----------
Net decrease in cash                                                                 (4,998)       (29,725)

Cash, beginning of period                                                            11,558         45,800
                                                                                -----------    -----------
Cash, end of period                                                             $     6,560    $    16,075
                                                                                ===========    ===========
Supplemental disclosures of cash flow information:

Cash paid during the period for:
  Income taxes                                                                  $        --    $        --
                                                                                ===========    ===========
  Interest                                                                      $    14,250    $        --
                                                                                ===========    ===========
Non- cash financing activities:
   Deferred costs on financing                                                  $    57,538    $        --
                                                                                ===========    ===========
  Allocation of note payable to warrants                                        $    44,298    $        --
                                                                                ===========    ===========


             See accompanying notes to condensed consolidated unaudited financial statements.
</TABLE>


                                                     5
<PAGE>

                                 ENUCLEUS, INC.

                         NOTES TO CONDENSED CONSOLIDATED
                        FINANCIAL STATEMENTS (UNAUDITED)

                                 MARCH 31, 2006

NOTE 1. NATURE OF OPERATIONS

eNucleus, Inc. ("eNucleus" or the "Company") is a software and managed hosting
company. The Company provides business process solutions that enable any
organization to increase productivity and reduce costs through its suite of "off
the shelf" Internet-based software products and services. eNucleus' business
strategy is to acquire companies that have proprietary software applications
that fulfill core and niche business processes.

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. Amounts due to settle
known claims remaining upon emergence from bankruptcy are included in notes
payable.

NOTE 2. BASIS OF PRESENTATION

The accompanying interim condensed consolidated financial statements of
eNucleus, Inc. and its wholly owned subsidiaries Financial ASPx, Inc., Alliance
Net, Inc., Education ASPx, Inc., eNucleus India, Inc., eNucleus Solutions India
Pte., and eNucleus Pte Ltd. are unaudited. All significant inter-company
accounts and transactions have been eliminated. The statements have been
prepared in accordance with generally accepted accounting principles in the
United States for interim financial information, in the instructions to Form
10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.

Operating results for the three months ended March 31, 2006 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 2006. These financial statements should be read in conjunction with
our audited consolidated financial statements and footnotes for the year ended
December 31, 2005 that are included in our annual report on Form 10-KSB.

NOTE 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. Maintenance and repairs are
charged to expense as incurred.

INTANGIBLE ASSETS

Intangible assets that have a finite life are recorded at cost and amortized
over their estimated lives on a straight line basis. Intangible assets having
lives that are not estimatable are reviewed annually for impairment. When
evaluating whether such an intangible is impaired, the Company compares its fair
market value to its' carrying amount. An impairment loss is recognized if the
asset's carrying amount exceeds its' fair value.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of the Company's financial instruments which consist of cash,
accounts receivable, prepaid expenses, notes and accounts payable and deferred
revenue, approximate their carrying value.


                                       6
<PAGE>

CONCENTRATIONS OF CREDIT RISK

MAJOR CUSTOMERS

Two customers totaled approximately 61% of sales for the three months ended
March 31, 2006. Approximately 79% of the total accounts receivable at March 31,
2006 is due from four customers.

CASH

The Company maintains cash balances in banks, which, at times, may exceed the
limits of the amount insured by the Federal Deposit Insurance Corporation limit.
The Company has not experienced any losses to date as a result of this policy,
and management believes that there is little risk of loss.

ACCOUNTS RECEIVABLE

Accounts receivable are reported net of an allowance for doubtful accounts. The
allowance is based on management's estimate of the amount of receivables that
will actually be collected. Management performs on-going credit evaluations of
its customers and provides an allowance based on credit history and worthiness
of its customers. Receivables are written off when deemed uncollectible.

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 estimated to be in effect when these
differences reverse. Deferred tax expense is the result of changes in deferred
tax assets and liabilities.

STOCK OPTION PLANS

Stock-based compensation of employees and non-employees is accounted for using a
fair value method of accounting. Under this method the estimated fair value of
the stock-based compensation is recognized in earnings and compensation expense
is calculated on the date that an option is granted, and recorded as an expense
over the vesting period.

FOREIGN CURRENCY TRANSLATION

Foreign entities whose functional currency is not the United States dollar
translate assets and liabilities at year-end rates and income and expense
accounts at average exchange rates. Translation gains and losses are reflected
in stockholders' equity.

REVENUE RECOGNITION

SERVICES

The Company recognizes revenue upon providing a service or making delivery to
its clients. Revenues related to billings made or payments received in advance
of providing services are deferred until the period in which the services are
provided. 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.

LICENSE AGREEMENTS AND SALES OF SOURCE CODE

The Company recognizes revenue from license agreements each month over the term
of the agreements. Support revenues from customers who purchase premium support
offerings are recognized ratably over the term of the support contract.
Consulting services and training revenues are accounted for separately from
license and support revenues because these services have value to the customer
on a standalone basis and there is objective and reliable evidence of the fair
value of the undelivered elements. Consulting revenues are recognized upon
completion of the contracts that are of short duration (generally less than 60
days) and as the services are rendered for contracts of longer duration. Revenue
from sales of source codes is recognized in the period in which the obligations
relating to the sale have been completed.


                                       7
<PAGE>

MULTI-YEAR LICENSES

Revenue from multi-year software licensing arrangements is accounted for as
subscriptions, with billings recorded as unearned revenue and recognized as
revenue ratably over the license coverage period. Revenue for retail packaged
products, products licensed to original equipment manufacturers (OEMs), and
select sales of certain source codes of software products are generally
recognized as products are shipped. A portion of the revenue recorded as
unearned are related to undelivered elements. Undelivered elements can include
free post-delivery telephone support or the right to receive unspecified
upgrades/enhancements on a when-and-if-available basis for a period of time.
Unearned revenue due to undelivered elements is recognized ratably over the
service period specified or estimated product life.

MULTIPLE DELIVERABLES AND EXTENDED PAYMENT CONTRACTS

Revenue is recognized only when all of the following conditions are satisfied:
(1) there is persuasive evidence of an arrangement (as demonstrated by a signed
agreement or by the existence of a purchase order or similar document related to
the software) (2) the service or product has been provided to the customer, (3)
The collection of fees is probable, and (4) the amount of fees to be paid by the
customer is fixed or determinable.

RECLASSIFICATIONS

Certain amounts in the 2005 financial statements have been reclassified to
conform with the current year's basis of presentation.

NOTE 4. FINANCIAL RESULTS AND LIQUIDITY

The Company's continued existence is dependent on its ability to maintain future
profitable operations. The satisfaction of the Company's cash requirements
hereafter will depend in large part on its ability to successfully generate
revenues from 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.

NOTE 5. INTANGIBLE ASSETS

The intangible assets are comprised of the following as of March 31, 2006:

Software (Useful life of 5 years)                 $  6,402,151
Customer list and contracts (Useful life 2 years)      570,549
                                                  ------------
                                                     6,972,700

 Less: Accumulated amortization                     (1,803,538)
                                                  ------------
                                                  $  5,169,162
                                                  ============
NOTE 6. NOTES PAYABLE

As of March 31, 2006 the Company had notes outstanding as follows:

  Rotate Black (a)                                $    830,076
  Duke-Weeks Realty (b)                                171,248
  Other notes payable (c)                               65,117
  Sigma Capital Partners (d)                           269,838
                                                  ------------
                                                     1,336,279
  Less: current portion                               (506,203)
                                                  ------------
  Long term liabilities                           $    830,076
                                                  ============

(a)   The Company entered into a note payable with Rotate Black, LLC., who is a
      major stockholder and two of its members that were on the Company's board
      of directors. Principal and unpaid interest are due November 2007.
      Interest accrues bi-annually at 10% annum. This note was entered into as a
      part of an agreement whereby Rotate Black, LLC agreed to assume
      liabilities to the Internal Revenue Service and other State revenue
      agencies.

(b)   In November 2003, the Company entered into a 3 year note agreement with
      the previous landlord of the Company (when the Company was in bankruptcy)
      in the amount of its total allowed claim of approximately $142,000, due in
      monthly payments of $1,000 except for the first payment in each year which
      is $10,000. The final payment will include the remaining outstanding
      principal plus accrued interest at a rate of 10% annum. No payments have
      been made yet against this note.


                                       8
<PAGE>

(c)   This note payable is 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 is payable in $10,000 installments and accrues interest
      at 12% annum. First payment of $10,000 was made in 2005. The final payment
      is due in May 2006.

(d)   On February 7, 2006 the Company entered into a Promissory Note for
      $300,000. In addition the Company issued to the lender a stock purchase
      warrant to purchase 325,000 warrants at an exercise price of $0.26. The
      lender has a lien and security interest that is junior to two senior
      lenders. These warrants were valued at $44,298 using the Black Scholes
      model, assuming a life of five years, volatility of 60%, and a risk free
      borrowing rate of 4.5% and will be charged to interest expense over the
      six month term of the debt commencing February 2006.

NOTE 7. STOCKHOLDERS' EQUITY

At December 31, 2005 the Company had 44,008,545 common shares outstanding.

During the quarter ended March 31, 2006, 3,351,955 shares were issued pursuant
to the conversion of cashless warrants.

As of March 31, 2006, there are 5,108,045 common stock warrants outstanding; of
which 2,460,000 are exercisable at $0.20 per share, 2,298,045 at $0.35 per share
and 350,000 exercisable at $0.26 per share. Additionally, there are outstanding
options to purchase 5,450,000 shares of eNucleus common stock at a weighted
average price of $0.23 per share.

NOTE 8. ACQUISITIONS

On February 9, 2004, the Company, completed an asset purchase of PrimeWire, Inc.
("PrimeWire"). PrimeWire's operations primarily focused on providing third party
employee benefits administration via the Internet. The shareholders of PrimeWire
received $50,000 upon closing and were to receive a three year earn out that
provided 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 with the number of shares to be
determined based upon the average closing price of the 20 day period prior to
the end of each quarter. Additionally, PrimeWire had the ability to earn an
additional 7% of Net Revenues generated by large license deals (license
agreements in excess of $200,000 in the first 12 months of the contract) during
the first year. PrimeWire results of operations have been included in the
financial statements of the Company from the date of acquisition.

The acquisition has been accounted for using the purchase method as follows:

        Intangible assets (customers contracts)   $    792,893
        Software                                       801,774
        Accounts receivable                             29,529
        Accounts payable                               (32,124)
        Deferred revenue                              (176,437)
                                                  ------------
                                                  $  1,415,635
                                                  ------------

The Company never made any payments of common stock to PrimeWire because it
disputed the accuracy of the representations and warranties made to it by
PrimeWire. In May of 2004, the Company notified PrimeWire of its intent to
set-off amounts against the purchase price of the PrimeWire assets pursuant to
several alleged breaches of the purchase agreement. On May 31, 2005, the Company
settled all claims with PrimeWire. Under the terms of the settlement, the
Company paid PrimeWire $400,000 and assigned certain accounts receivable,
totaling $707,625 to PrimeWire as full and final payment.

On May 28, 2004, the Company acquired the operating assets and assumed the
operating liabilities of TAK Acquisition Co, ("TAK"), a company that provides
internet enabled solutions to suppliers, marketers and customers in the
petroleum business. TAK results of operations have been included in the
financial statements of the Company from the date of acquisition.

The acquisition has been accounted for using the purchase method as follows:

        Software                                  $    352,005
        Equipment                                       52,423
        Accounts receivable                             79,241
        Accounts payable and deferred salaries        (102,839)
                                                  ------------
                                                  $    380,830
                                                  ------------

The Company paid for this acquisition by issuing common stock and common stock
options having a fair value of $380,830. In addition, the former TAK owners
earned an additional 150,000 shares valued at $67,500 which was included in
software as the Company met certain milestones within the first twelve months..


                                       9
<PAGE>

On July 1, 2004 the Company created a software and professional services company
operating in India. This is a wholly owned subsidiary named eNucleus India, Inc.
Pursuant to an asset acquisition, eNucleus India acquired an eGovernance
software suite designed to meet the management and accounting requirements for
government entities. Consideration paid consisted of 50,000 shares of eNucleus
common stock valued at $25,000 and the assignment of a software contract having
an estimated value of $450,000.

On August 1, 2004, the Company purchased all of the issued and outstanding stock
of Frontier Technologies Inc. (Technologies), a Singapore-based company,
formerly owned and operated by Applitech Solution, Ltd. Technologies provides IT
professional services and solutions for business. The results of operations for
Technologies, since renamed eNucleus Pte. Ltd., has been included in the
financial statements of the Company from the date of acquisition.

The acquisition has been accounted for using the purchase method as follows:

        Property & Equipment                      $     19,534
        Intangible assets                              447,904
        Accounts Payables                             (365,438)
                                                  ------------
                                                  $    102,000
                                                  ------------

The Company paid for this acquisition by issuing common stock having a fair
market value of $102,000. Technologies former shareholders are also entitled to
receive additional stock or cash, at the Company's option, based on an earn-out
of three and a half times the 2005 net income of eNucleus Pte. Ltd. There were
no additional amounts due as eNucleus Pte. Ltd. incurred losses in 2005 and
2006.

In 2004 the Company entered into negotiations to acquire the customer contracts,
accounts receivable and the software of Tender City, a business to government
Internet-based procurement solution, from Applitech Solution, Ltd. (Applitech)
in exchange for 250,000 shares of the Company's common stock. As the asset
transfer could not be completed on a timely basis, the Company entered into a
preliminary agreement on October 1, 2004 under which Applitech continued to
operate Tender City using its' own resources and had agreed to remit half of the
net income of Tender City to the Company and retain the other half up to a
maximum of $2,000,000. No payments were due to the Company until January 31,
2006. For the year ended December 31, 2004 the reported net income of Tender
City was $489,904 and the amount due to the Company was $242,352. The
arrangement was terminated as of April 30, 2005. As of March 31, 2006 Applitech
owed eNucleus $262,731.

On May 4, 2005, the Company entered into an asset purchase agreement with
Applitech. This agreement supplemented the October 2004 Tender City agreement
(see above) to acquire additional assets from Applitech , including customer
contracts, accounts receivable and software. Applitech's results of operations
have been included in the Company's financial statements from the date of
acquisition. The purchase consideration consisted of one million shares of
common stock (500,000 common shares due at close of agreement and the remaining
shares contingent upon achievement of certain revenue goals), a payment equal to
one half the net earnings collected in 2005 up to $2.5 million, calculated and
payable after the 2005 10-KSB is filed with the Securities and Exchange
Commission in 2006, and 350,000 warrants.

In December of 2005, the Company agreed to amend its purchase agreement with
Applitech whereby Applitech received an amended amount of 3,000,000 shares of
eNucleus common stock valued at $870,000, all cash previously paid pursuant to
the purchase agreement and the transfer of roughly three million dollars in
receivables, which were offset by amounts due to Applitech of approximately
$1,952,000 as final payment due under the purchase agreement. The total cost to
acquire Applitech was $4,191,000 which was attributed to intangible software
costs.

eNucleus consolidated proforma statements of operations years ended December 31,
2005 and 2004:

                                                       2005           2004
                                                  ------------    ------------

 Revenue)                                         $ 12,042,509    $  8,676,494
                                                  ============    ============

 Cost of goods sold                                  5,137,731       1,951,907
                                                  ------------    ------------

 Basic net income per common share                $       0.02    $       0.11
                                                  ============    ============

 Diluted net income per common share              $       0.02    $       0.06
                                                  ============    ============

On May 18, 2005, the Company acquired certain software and related assets from
Acrux LLC, a Chicago-based technology company with software assets designed for
the educational industry to assist with financial and student management. Acrux,
LLC's results of operations have


                                       10
<PAGE>

been included in the financial statements of the Company from the date of
acquisition. The purchase price included 375,000 shares of the Company's common
stock valued at $131,250 plus a 10% earn out payment based upon the gross
revenue from the purchased assets for a two year period (up to a maximum of
$2,500,000). As of March 31, 2006, eNucleus was not liable to Acrux, LLC
pursuant to the earn-out provision.

NOTE 9.  INCOME (LOSS) PER SHARE

Basic income (loss) per share is based on the weighted average of common shares
outstanding during the period. Diluted income (loss) per share includes
additional common shares that would have been outstanding if potential common
shares with a dilutive effect had been issued. A reconciliation of the number of
shares used for the basic and diluted income (loss) per share calculation is as
follows:

                                                   For the three months ended
                                                             March 31,
                                                  ----------------------------
                                                      2006            2005
                                                  ------------    ------------
Numerator for net income (loss) per share:

Net income (loss)                                 $   (148,431)   $     10,630
                                                  ============    ============
Denominator:
Millions of shares

Basic weighted average common shares outstanding            47              28
Dilutive effect of:

  Stock options                                             --              --

  Warrants                                                  --              --
                                                  ------------    ------------

Diluted weighted average common shares outstanding          47              28
                                                  ------------    ------------
Basic and diluted income (loss) per share         $      (0.00)   $       0.00
                                                  ------------    ------------

Due to their anti-dilutive effect, the following potential common shares have
been excluded from the computation of diluted earning per share:

                                                      2006            2005
                                                  ------------    ------------
               Warrants                              5,108,045       6,000,000
               Stock Options                         5,450,000       3,750,000

NOTE 10. SEGMENT INFORMATION

The following shows the information by reportable geographic segments for the
three months ended March 31, 2006:

                      United States      India       Singapore     Consolidated
                      -------------   ----------    -----------    ------------
Revenues              $     218,918   $1,566,923    $    12,761    $ 1,798,602

Interest expense             25,350           --             --          25,350

Depreciation and
amortization                227,268      136,153         66,230         429,651

Segment income(loss)       (895,352)     855,344       (108,423)       (148,431)

Segment assets            4,578,554    4,276,165      1,477,334      10,332,053

Geographic segment information for 2005 is not meaningful as foreign operations
were not material in 2005.


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<PAGE>

NOTE 11. INCOME TAXES

The Company accounts for income taxes using the liability method. Under the
liability method, deferred tax assets and liabilities are determined based on
the difference between the financial statement and tax basis, as measured by the
enacted tax rates assumed to be in effect when these differences are expected to
reverse. Currently the Company is undergoing an analysis of its net operating
loss carry forwards and is in the process of filing its tax returns for the
years 2000 to 2004. No income taxes were provided for the three months ended
March 31, 2006 and 2005.

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 deferred tax assets as there is no
assurance that future tax benefits will be realized.

We generally do not provide income taxes on undistributed earnings of non-United
States subsidiaries because such earnings are intended to be reinvested
indefinitely to finance foreign activities.

Deferred taxes consist primarily of net operating loss carryforwards. The
deferred taxes are approximately $4,700,000 at March 31, 2006. A full valuation
allowance was provided to offset the deferred taxes. Net operating loss
carryforwards expire at various dates through 2020.

NOTE 12. SUBSEQUENT EVENTS

FINANCING OBTAINED

On April 4, 2006 the Company entered into an additional Promissory Note for
$350,000. In addition , the Company issued to the lender a common stock purchase
warrant to purchase up to 400,000 shares of common stock of the Company at an
exercise price of $0.26. The lenders have a lien and security interest that is
junior to two other senior lenders.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion should be read in conjunction with the financial
statements and related notes which are included under Item 1 and with the
Management's Discussion and Analysis Of Financial Condition and Results Of
Operations and the audited financial statements and related notes included in
eNucleus' 2005 Form 10-KSB, as filed with the Securities and Exchange Commission
on June 2, 2006.

This Form 10-QSB contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 21E of the Securities
Exchange Act of 1934 and Section 27A of the Securities Act of 1933 that involve
numerous risks and uncertainties. Forward-looking statements can be identified
by the use of forward-looking terminology such as "estimates," "projects,"
"anticipates," "expects," "intends," "believes," or comparable terminology or by
discussions of strategy that involve risks and uncertainties. In addition, any
statements which refer to expectations, projections or other characterizations
of future events or circumstances are forward-looking statements. Actual results
could differ from such forward-looking statements. We undertake no obligation to
revise forward-looking statements. Readers are encouraged to review and consider
carefully the various disclosures made by us in this report and our other
reports filed with the Securities and Exchange Commission, including our Form
10-KSB for the year ended December 31, 2005. Such risks and uncertainties
include our ability to raise the funds necessary to finance our operations,
general effects of our restructuring and emergence from Chapter 11
reorganization, our ability to successfully execute on our business plan,
competitive factors and attracting new customers.

RESULTS OF OPERATIONS

REVENUE

For the first quarter 2006, revenue increased $777,686 or 76% to $1,798,602 from
$1,020,916 in the first quarter 2005. This increase was attributable to the
acquisitions made and growth of business mainly in India.

COST OF GOODS SOLD.

For the first quarter 2006, cost of goods sold of $457,349 related to the
purchase and customization of software sold. In 2005 we did not have any cost of
goods sold.

OPERATING EXPENSES.

For the first quarter 2006, operating expenses increased approximately $474,819
to $1,464,334 from $989,515 in the first quarter 2005. The majority of the
increase relates to the salaries and other operating expenses associated with
the acquisitions and the addition of corporate


                                       12
<PAGE>

personnel. Depreciation and amortization expense increased $155,076 to $429,652
in the first quarter of 2006 as compared to $274,576 in the first quarter of
2005. This was attributable to the amortization of intangible assets acquired

NET INCOME.

Our first quarter of 2006 resulted in net loss of ($148,431) as opposed to net
income in the first quarter of 2005 of $10,630 due to the reasons mentioned
above.

LIQUIDITY AND CAPITAL RESOURCES

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. Capital raising activities in 2005 totaled $2.7
million compared to $1.5 million in 2004, to date in 2006, we have obtained
financing of $650,000. Our working capital has improved to $1 million at March
31, 2006.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not have significant exposure to changing interest rates or
currency fluctuations. 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. The Company will continue to monitor
interest rate and currency fluctuation risks, and if it is deemed necessary it
will take appropriate measures to mitigate such risks.

ITEM 3. CONTROLS AND PROCEDURES

(a)   Based upon an evaluation by our Chief Executive Officer and Principal
      Financial Officer within 90 days prior to the filing date of this
      Quarterly Report on Form 10-Q he has concluded that our disclosure
      controls and procedures as defined in Rule 13a-14(c) under the Securities
      Exchange Act of 1934, as amended, are effective for gathering, analyzing
      and disclosing the information we are required to disclose in our reports
      filed under such Act. (b) There were no significant changes in our
      internal controls or in other factors that could significantly affect
      these controls subsequent to the date of the evaluation referred to above.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

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.
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 Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of common stock, par value $.001 per share, and 20,000,000
shares of preferred stock, par value $.001 per share.

At the beginning of the quarter the company had 44,008,545 common shares
outstanding. During the first quarter 3,351,955 shares were issued pursuant to
the conversion of cashless warrants. As of March 31, 2006 the Company had
47,360,503 common shares issued and outstanding. The company has 5,108,045
common stock warrants with 2,460,000 exercisable at $0.20 per share, 2,298,045
exercisable at $0.35 per share, and 350,000 exercisable at $0.26 per share.
Additionally, there are outstanding options to purchase 5,450,000 shares of
eNucleus common stock at a weighted average price of $0.23 per share which vests
over a period from November 2004 through April 2007.


                                       13
<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

On July 14, 2006, Dhru Desai and John Paulsen resigned as officers and directors
of the Company. Al Case was appointed Chairman of the Board of Directors and
Executive Officer of the Company.


Name                     Age     Position
---------------------    ----    -----------------------------------------------
Randy Edgerton           53      Director, Chief Executive Officer and President

Prakash Tambe            45      Chief Information Officer

Raymond Pirtle, Jr.      65      Director

Augustine N. Esposito    52      Director

Al Case                  51      Chairman of the Board and Executive Officer

Ed Skoldberg             57      Director


                                       14
<PAGE>

EXECUTIVES:

Randy Edgerton, is currently a director and our Chief Executive Officer and
President. Mr. Edgerton is responsible for the management of eNucleus'
operations as well as sales and marketing. Mr. Edgerton transitioned from our
Executive Vice President. Prior to joining eNucleus, Mr. Edgerton was at TAK
Industrial Corp/Tak Acquisition DBA - TAK Group serving as President from 1996
to 2004.

Prakash Tambe has served as our Chief Information Officer since May 2004. From
2000 to 2003, Mr. Tambe served as the Chief Technology Officer of Empact Corp.
From June 1994 to February 2000, Mr. Tambe served as the director of technology
for Revere Group. Mr. Tambe has a Master's Degree in Computer Science from the
Illinois Institute of Technology.

BOARD OF DIRECTORS:

Our board of directors consists of five members, namely, Randy Edgerton, Raymond
Pirtle, Jr., Augustine N. Esposito, Al Case and Ed Skoldberg.

Raymond Pirtle, Jr., currently a director, is a veteran of the financial
services industry, having spent the past three decades in a variety of senior
roles in corporate finance, institutional sales, investment banking, and equity
research, notably with J. C. Bradford & Co., Equitable Securities/SunTrust
Equitable, and Avondale Partners, LLC. Ray has corporate board experience with
both public and private companies, both in the financial services sector and
beyond, and has served on Compensation, Audit, Nominating, and Employee Stock
Options committees. >From April 2005 to the present, Mr. Pirtle was President of
Claridge Company LLC; from June 2001 to April 2005, Mr. Pirtle was managing
partner of Avondale Partners Inc.; and prior to 2001, Mr. Pirtle was a managing
director of Equitable Securities Corp.

Augustine N. Esposito, currently a director, is an experienced entrepreneur and
information technology expert. He has more than twenty years of experience
raising capital for start-ups, consulting to IT Services companies, and managing
public and private entities, notably with NetSearch, ANE Enterprises, and SNE,
Inc. He is currently serving on the boards of several high-tech start-up
companies. From April 2000 until November 2000, Mr. Esposito was President of
NetSearch LLC.

Al Case, currently Chairman of the Board and Executive Officer, is the president
and Chief Executive Officer of Stamford Research, a technology and management
research firm based in Stamford, CT, where he has maintained such position since
April 2003. His 30 year career includes having been division president of a
NYSE-listed company, CEO of a small technology company, and an industry analyst
for Gartner Group, where he managed their software, investor research, and
benchmarking divisions. He currently serves on several boards for both public
and private companies. From January 2000 through April 2003, Mr. Case was
president of Gartner Matrix Division and senior vice president of Investor
Research.

Ed Skoldberg, currently a director, is a seasoned executive with over 30 years
experience in the financial services and manufacturing sectors, with a focus on
strategic planning, project management, and systems design, notably with Empire
Blue Cross and Blue Shield, American Medical Security, Conseco Medical
Insurance, and KT Holdings, Inc. Skoldberg's entrepreneurial experience also
includes raising capital on Wall Street and managing billon dollar revenue
companies. >From 2003 to 2005, Mr. Skoldberg was President and Chief Operating
Officer at KT Holdings, Inc.; from 2001 to 2002, Mr. Skoldberg was President and
Chief Executive Officer at AMPLAS; from 2001 to 2002 Mr. Skoldberg was Chief
Operating Officer at Stone Street Financial; and from 1999 to 2001, Mr.
Skoldberg was Chief Operating Officer at Conseco Medical Insurance Company.

ITEM 6. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2005, the Company entered into a transaction, whereby it sold two of
their subsidiaries, Financial ASPx and Supply Chain ASPx, Inc., to Rotate Black
Investment Fund 1, LLC ("Rotate Black") which agreed to assume liabilities to
the Internal Revenue Service and certain other state revenue agencies, in
exchange for a note from the Company. The Companies sold to Rotate Black had
only liabilities recorded, but had the right to enter into a long term license
for software applications, which had limited use and could be replicated for
approximately $75,000. These licenses were never issued to Rotate Black and the
application to the venture for which they were to be used, has been abandoned.

The amount of the note payable to Rotate Black totaling $830,076 as of March 31,
2006 accrues interest at 10% annum and unpaid interest and principal are due in
November 2007.

Rotate Black is a major shareholder of the Company and one of its members was a
director and shareholder of the Company and the spouse of the other member was
also a director and shareholder of the Company.


                                       15
<PAGE>

ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K

(A)   Exhibits.

      31 -  Certification of Chief Executive Officer pursuant to Section 302
            of the Sarbanes-Oxley Act of 2002.

      32 -  Certification of Chief Executive Officer and Principal Accounting
            Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersi0gned, thereunto duly
authorized.

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

  /s/  Randy Edgerton          President /                       July 28, 2006
  ----------------------       Chief Executive Officer
       Randy Edgerton

  /s/  John Paulsen            Principal Financial and           July 28, 2006
  ----------------------       Accounting Officer
       John Paulsen


                                       16