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 June 30, 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 or other jurisdiction                                (I.R.S. Employer
 of corporation or organization)                             Identification No.)

                          2101 S. Arlington Heights Rd
                           Arlington Heights, IL 60005
                     --------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (847)357-9600

           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
                                         -----  -----

     As of June 30, 2003, the number of common stock shares outstanding was
approximately 48,258,000 shares.


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

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<PAGE>


 PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheets as of June 30, 2003
          (Unadudited) and December 31, 2001.                                3

          Condensed Consolidated (Unaudited) Statements of Operations
          for the three months ended June 30, 2003 and 2002 and the
          six months ended June 30, 2003 and 2002                            4

          Condensed Consolidated (Unaudited) Statements of Cash Flows
          for the six months ended June 30, 2003 and 2002                    5

          Notes to Condensed Consolidated (Unaudited) Financial
          Statements.                                                        6


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS                                         10


                                     PART II
                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                 15

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS                         16

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                   16

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               16

ITEM 5.   OTHER INFORMATION                                                 16

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                  16

FORM 10-QSB SIGNATURE PAGE                                                  17

CERTIFICATION                                                               18

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<TABLE>
<CAPTION>


PART I
                                FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


                                   eNUCLEUS, INC.
                        CONDENSED CONSOLIDATED BALANCE SHEETS



                                                      June 30, 2003     Dec 31, 2002
                                                       -----------       -----------
                                                       (unaudited)
ASSETS:
Current assets:
<S>                                                    <C>               <C>
Cash                                                   $     7,313       $     4,932
Accounts receivable                                         62,992            54,893
Other current assets                                        20,575            37,974
                                                       -----------       -----------
Total current assets                                        90,880            97,799
                                                       -----------       -----------

Property and equipment, net                                437,729           491,430
Goodwill and other intangibles, net                      1,844,372         1,771,274
                                                       -----------       -----------
Total assets                                           $ 2,372,981       $ 2,360,503
                                                       -----------       -----------


LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
Notes payable                                          $   853,600       $   425,540
Accounts payable                                           438,805           272,798
Accrued expenses                                           685,435           452,161
                                                       -----------       -----------
Total current liabilities                                1,977,840         1,150,499
                                                       -----------       -----------

Long term liabilities                                      237,766           867,689
                                                       -----------       -----------
Total liabilities                                        2,215,606         2,018,188
                                                       -----------       -----------


STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 100,000,000 shares          48,258            33,263
authorized, shares issued and outstanding 48,258,384
and 33,262,872, respectively
Additional paid-in capital                               6,610,579         6,269,074
Accumulated deficit                                     (6,501,462)       (5,960,022)
                                                       -----------       -----------

Total stockholders' equity                                 157,375           342,315
                                                       -----------       -----------

Total liabilities and stockholders' equity             $ 2,372,981       $ 2,360,503
                                                       -----------       -----------


         See accompanying notes to condensed unaudited financial statements.

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<TABLE>
<CAPTION>


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



                                          Three Months    Three Months     Six Months       Six Months
                                              Ended           Ended           Ended           Ended
                                          June 30, 2003   June 30, 2002   June 30, 2003   June 30, 2002

<S>                                       <C>             <C>             <C>             <C>
Revenue                                   $    226,553    $     58,973    $    438,367    $     90,101


Operating expenses                             318,228         148,223         624,748         332,726
Stock based compensation and expenses           94,000                         242,000

Bankruptcy related expense                      15,265          76,084          22,730         125,510

Depreciation and amortization expense           37,487          93,846          74,973         187,692
                                          ------------    ------------    ------------    ------------
Operating loss                                (238,427)       (259,180)       (526,084)       (555,827)


Interest and other income (expense)             (7,066)         62,684         (15,356)         48,538

Income tax expense                                --              --              --              --
                                          ------------    ------------    ------------    ------------
Net loss                                  $   (245,493)   $   (196,496)   $   (541,440)   $   (507,289)
                                          ============    ============    ============    ============


Basic and diluted net loss per common
share                                     $      (0.01)   $      (0.01)   $      (0.01)   $      (0.03)

Weighted average shares outstanding -
basic and diluted                           44,288,593      20,009,898      40,135,544      20,009,898


                   See accompanying notes to condensed unaudited financial statements.

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</TABLE>

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<TABLE>
<CAPTION>


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



                                                                         Six Months Ended
                                                                       June 30,     June 30,
                                                                         2003        2002
                                                                      ---------    ---------
<S>                                                                   <C>          <C>
Cash flow from operating activities                                   $(541,440)   $(507,289)
Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
  Non cash reduction of debt                                               --        (87,368)
  Depreciation and amortization expense                                  74,973      187,692
  Expense related to issuance of equity securities                      242,000         --
  Changes in operating assets and liabilities                           139,225      182,551
                                                                      ---------    ---------
Net cash used in operating activities                                   (85,242)    (224,414)
                                                                      ---------    ---------
Cash flow from investing activities
    Capital expenditures                                                (21,271)        --
                                                                      ---------    ---------
Net cash used for investing activities                                  (21,271)        --
                                                                      ---------    ---------
Cash flow from financing activities
  Proceed from notes payable, net                                       108,894      224,778
                                                                      ---------    ---------
Net cash provided by financing activities                               108,894      224,778
                                                                      ---------    ---------

Increase (decrease) in cash                                               2,381          364
Cash, beginning of period                                                 4,932          808
                                                                      ---------    ---------

Cash, end of period                                                   $   7,313    $   1,172
                                                                      =========    =========



                                                                      ---------    ---------
Issuance of stock for exchange of debt                                $ 140,000    $ 438,955
                                                                      =========    =========


              See accompanying notes to condensed unaudited financial statements.

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<PAGE>


                                 eNUCLEUS, INC.
        NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
                                  June 30, 2003


NOTE 1.   GENERAL

          eNucleus is a next generation business process hosting and consulting
company that delivers software solutions from its application delivery platform.
Our core product offerings include application delivery, managed hosting,
strategic design and implementation services, high-speed Internet access and
data storage. Together, these offerings provide our customers with a scaleable
platform for the development of their ebusiness initiatives without the
extensive capital outlay otherwise required. 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 May 2003 the Company announced an agreement for
the acquisition of certain assets and operations of Millennium Information and
Technology Consultants, LTD. ("MIT "). The purchase consideration to consist
of 300,000 shares of eNucleus common stock, the assumption of
approximately $160,000 of liabilities and approximately 3 million shares of
common stock to be earned based upon achieved performance results and/or time
periods. While we are finalizing the last of the details of closing on the
agreement, we have already begun the integration of the operations, which has
been substantially completed.

          While the Company's Plan of Reorganization (the "Plan") was confirmed
on November 6, 2001, the Company has not received its final decree from the
Bankruptcy Court due to the final resolution of Plan matters. The Court has set
a date of September 2, 2003 to conclude the case through final decree, dismissal
or conversion. While no assurance can be made, the Company intends to reach
final resolution of these matters.


NOTE 2.   BASIS OF PRESENTATION

          The accompanying unaudited condensed consolidated financial statements
include eNucleus, Inc. and its wholly owned subsidiaries eNucleus Pro, Inc. and
Alliance Net, Inc. The statements have been prepared in accordance with
generally accepted accounting principles in the United States for interim
financial information, 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. Certain amounts have been reclassified from the previously
reported financial statements in order to conform to the financial statement
presentation of the current period. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included.

          As a result of the confirmation of the Company's Plan of
Reorganization on November 6, 2001, we 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

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                                                                          Page 6

<PAGE>


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.

          Operating results for the six months ended June 30, 2003 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2003. These financial statements should be read in
conjunction with our audited consolidated financial statements and footnotes for
the year ended December 31, 2002 that are included in our annual report on Form
10-KSB.

NOTE 3.   FINANCIAL RESULTS AND LIQUIDITY

          We continued to operate as a debtor-in-possession under the
supervision of the Bankruptcy Court. On November 6, 2001, the Company's Plan of
Reorganization was confirmed by the Bankruptcy Court. Pursuant to the confirmed
Plan of Reorganization, among other things, holders of certain allowed claims
will receive 1 share of common stock for every $3.00 of debt. Also pursuant to
the Plan, the Company's common stock has undergone a 1 for 6 reverse stock split
resulting in current stockholders receiving 1 share of new common stock for
every 6 shares of old common stock currently owned.

          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
the 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.

          As shown in our results of operations, we continue to incur losses
from operations. During the six month period ended June 30, 2003, we incurred a
net loss of $541,000, of which approximately $340,000 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.

          As part of our Plan of Reorganization, we entered into a borrowing
facility with Sunami Ventures, LLC ("Sunami") (a related party). Sunami shall
receive on account of the borrowings, five shares of New Common Stock for every
dollar loaned and a Senior Secured Note for the amount of the borrowings. As of
June 30, 2003, eNucleus has received approximately $1 million of value under
this facility the benefits of which have been used to satisfy certain petitions
resulting from the bankruptcy and post-petition operating requirements. Whether
we will be able to draw down additional financing under this facility is
presently unknown. We are aggressively pursuing additional sources of funds.

          The Company's continued existence is dependent on its ability to
satisfy its Plan of Reorganization obligations, 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.

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                                                                          Page 7

<PAGE>


          Management believes that, despite the financial hurdles and funding
uncertainties going forward, it has under development a business plan that, if
successfully funded and executed, can significantly improve operating results.
The support of the Company's creditors, vendors, customers, lenders,
stockholders and employees will continue to be key to the Company's future
success.


NOTE 4.   FRESH-START REPORTING/GOODWILL

          In accordance with the provisions of Statement of Position 90-7
"Financial Reporting by Entities in Reorganization under the Bankruptcy Code"
("SOP 90-7"), the Company adopted fresh-start reporting upon confirmation of the
Company's Plan of Reorganization. The Company adopted fresh-start reporting
because, as a result of implementation of the Plan, holders of the Company's
existing common stock immediately before filing and confirmation of the Plan
retained less than 50% of the common stock of the emerging entity and the
Company's reorganization value at emergence was less than its post-petition
liabilities and allowed claims. 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. The adjustment of assets and liabilities to fair values is included
in net reorganization expense in the financial statements.

          Fresh-start reporting resulted in the creation of a new reporting
entity (the "Company" or the "Reorganized Company") with no accumulated deficit
as of November 1, 2001. The goodwill recognized in fresh-start reporting will
not be amortized, but will be reviewed annually for impairment in accordance
with Statement of Financial Accounting Standards ("SFAS") No.142, "Goodwill and
Other Intangible Assets." The Company determined that the goodwill is not
impaired as of June 30, 2003, however future impairment of the recorded goodwill
may result if actual results of operations or changes in economic or industry
conditions differ significantly from assumptions used to derive the
reorganization value.


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                                                                          Page 8

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NOTE 5.   FINANCING ARRANGEMENTS

As of June 30, 2003 the Company's debt outstanding included the following:


                Senior Secured Notes Payable         $ 183,241
                Bank Notes Payable                     496,698
                Tax Claim Notes Payable                219,475
                Other Notes Payable                    191,952
                                                     ---------
                                                     1,091,366
                Less current maturities               (853,600)
                                                     $ 237,766
                                                     =========


          Upon confirmation of the Company's Plan of Reorganization, all of the
outstanding indebtedness was restructured. Pursuant to the Plan, the following
notes payables are outstanding.

          As part of our Reorganization, the Company entered into a borrowing
facility with Sunami Ventures, LLC ("Sunami") (a related party) and Capital
Equity Group for up to $1.5 million. As of June 30, 2003, eNucleus has received
approximately $1 million of value under these facilities the benefits 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 their Senior Secured Note Payable into equity. During
second quarter 2003, Sunami agreed to convert and additional $140,000 of their
Note Payable into equity.

          The Bank Notes Payable includes a note of $500,000 plus accrued
interest and attorney's fees which was restructured into a three year secured
note in the amount of the total allowed claim. To date, the Company has paid
$50,000 toward the restructured note and is currently in default of the
restructure note. The note is secured by a first priority lien on all of the
Company's Litigation Claims and a second priority lien on all other assets of
the Company.

          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. No payments have been made
against these notes.

          Other notes payable include a 3-year note payable to a 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. Also included in other notes payable is a note payable
to a 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.

NOTE 6.   STOCKHOLDERS' EQUITY

          Pursuant to the Plan of Reorganization, the Company filed an Amended
and Restated Certificate of Incorporation with the Delaware Secretary of State.
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.

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                                                                          Page 9

<PAGE>


          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 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 1.8 million shares of new common stock were issued under this
exchange. Additionally, approximately 2.8 million 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 $3.00 of
debt claim approved. Any creditor who did not submit its appropriate paperwork
for the stock exchange prior to December 23, 2002 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.

          During the first half of 2003, the Company has issued approximately 15
million shares of common stock, including 1 million shares subject to an
investment banking and acquisition support consulting agreement, 1.7 million
shares pursuant to a financing arrangements, 2 million for investor relations
and marketing support, 7.5 million pursuant to debt conversion agreements and
2.9 million to certain employees pursuant to their employment agreements and/or
in lieu of cash compensation during the period.


NOTE 7.   RELATED-PARTY TRANSACTIONS

          As part of our Plan of Reorganization, we entered into a borrowing
facility with Sunami Ventures, LLC ("Sunami") (a related party) for up to $1.5
million. Sunami shall receive on account of the borrowings, five shares of New
Common Stock for every dollar loaned and a Senior Secured Note for the amount of
the borrowings. As of June 30, 2003, eNucleus has received approximately $1
million of value under this facility, the benefits 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 the Senior Secured Note into equity. During second quarter 2003,
Sunami agreed to convert and additional $140,000 of their Note Payable into
equity. Pursuant to the Sunami financing agreement, in December, 2001, we
entered into a three-year $545,000 secured demand loan agreement with Capital
Equity Group. The note agreement was to be secured by certain of our assets,
guaranteed by John Paulsen, our CEO and was to bear interest at the rate of 16%.
As of June 30, 2003, eNucleus had only received approximately $175,000 under
this facility. During the second quarter of 2002 we were notified by Capital
Equity Group that they would not be able to fulfill their obligations under the
agreement. The Company is currently pursuing the formal cancellation of the note
and security agreement granted as part of the facility and is exploring its
legal rights and remedies arising from Capital Equity Group's inability to
complete the transaction.


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' Form 10-KSB, as filed with the Securities and Exchange Commission on
March 28, 2003.

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                                                                         Page 10

<PAGE>


     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, 2001. 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.

INTRODUCTION

          eNucleus is a next generation business process hosting and consulting
company that delivers software solutions from its application delivery platform.
Our core product offerings include application delivery, managed hosting,
high-speed Internet access and data storage. Together, these offerings provide
our customers with a scaleable platform for the development of their ebusiness
initiatives without the extensive capital outlay otherwise required.

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 and profitable companies - eNucleus concentrates
          on acquiring a controlling interest in well-managed and profitable
          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.

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                                                                         Page 11

<PAGE>


     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 makes 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    Nationwide Operations - Through its strategic partnership with Switch
          and Data, eNucleus can develop a presence in 30 US cities. This
          position in the marketplace allows eNucleus to attract Global 5000 and
          high-growth middle market companies who require support for outsourced
          business processes from multiple geographic regions. This national
          footprint will also allow our applications and services to be
          delivered more efficiently across the Internet from our nearest data
          center presence.

     o    Local Presence - Although we will have a national presence, local
          sellers of eNucleus products and services present a "local company"
          sales approach to their existing client base. This sales approach is
          often critical in closing sales with potential customers who are leery
          of their critical business operations or equipment being shipped to
          distant cities under managed hosting contracts.

     o    World Class Customer Service - eNucleus supports its products and
          services by world-class customer care personnel who monitor, manage
          and deploy our services 24X7X365 from our state-of-the-art Network
          Operations Center.

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.

          On May 10, 2001, as a result of dramatic changes in the Internet
industry and financing markets, delays in reaching accord with our short term
note holders and other creditors in restructuring our debts and our inability to
cure defaults under our data center lease and the landlord's attempts to seize
Company assets, 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 thereby enabling the
Company to successfully emerge from its Chapter 11 reorganization. Pursuant to
the confirmed Plan of Reorganization, among other things, holders of certain
allowed claims received 1 share of common stock for every $3.00 of debt. Also
pursuant to the Plan, the Company's common stock has undergone a 1 for 6 reverse
stock split resulting in current stockholders receiving 1 share of new common
stock for every 6 shares of old common stock currently owned.

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                                                                         Page 12

<PAGE>


RESULTS OF OPERATIONS

          Revenue. For the second quarter 2003, revenues were $224,000 compared
to $59,000 in the second quarter 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 the first quarter 2003, operating expenses
increased approximately $170,000 to $318,000 from $148,000 in the first quarter
2002. The majority of the increase relates to the salaries and other operating
expenses associated with the addition of the operations from our December 2002
acquisition.

          Stock based compensation and expenses. During the first half of 2003,
the Company reached agreements with certain vendors and employees to accept
shares of common stock in exchange for services rendered. The costs of those
services paid by shares of common stock have been reflected in this balance.

          Net reorganization expenses. Costs incurred by the company include
professional fees, court costs and other expenses associated with the Chapter 11
proceedings.

          Depreciation and amortization expense. Depreciation and amortization
expense decrease $113,000 to $75,000 in the first half of 2003 as compared to
$188,000 in the first half of 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.

          Interest and other income/expenses. Interest and other expenses in the
first quarter 2003 represents interest accruing on post-petition borrowings.
During 2002, other income includes $84,000 resulting from a favorable settlement
with a vendor.

          Net loss. Our net loss decreased $51,000 to $245,000 in the second
quarter 2003 compared to a loss of $296,000 in the first quarter 2003. Excluding
the impact of certain non-cash and non-recurring expenses, including stock based
compensation and expenses, the bankruptcy related expenses, and depreciation net
loss was $105,000 in the second quarter 2003. This reduction of loss is a result
of the Company's continued cost containment and reduction efforts and increased
sales efforts of its products. For the six month period ending June 30, 2003,
the net loss was $541,000 compared to $507,000 for the same period of 2002.

LIQUIDITY AND CAPITAL RESOURCES

          We continued to operate as a debtor-in-possession under the
supervision of the Bankruptcy Court. On November 6, 2001, the Company's Plan of
Reorganization was confirmed by the Bankruptcy Court. Pursuant to the confirmed
Plan of Reorganization, among other things, holders of certain allowed claims
will receive 1 share of common stock for every $3.00 of debt. Also pursuant to
the Plan, the Company's common stock has undergone a 1 for 6 reverse stock split
resulting in current stockholders receiving 1 share of new common stock for
every 6 shares of old common stock currently owned.

         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

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                                                                         Page 13

<PAGE>


the 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.

          As shown in our results of operations, we continue to incur losses
from operations. During the six month period ended June 30, 2003, we incurred a
net loss of $541,000, of which approximately $340,000 relates to non-cash
charges for stock based compensation and 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.

          As part of our Plan of Reorganization, we entered into a borrowing
facility with Sunami Ventures, LLC ("Sunami") (a related party)and Capital
Equity Group. As of June 30, 2003, eNucleus has received approximately $1
million of value under these facilities the proceeds of which have been used to
satisfy certain petitions resulting from the bankruptcy and post-petition
operating requirements. Whether we will be able to draw down additional
financing under this facility is presently unknown. We are aggressively pursuing
additional sources of funds.

          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.

          Management believes that, despite the financial hurdles and funding
uncertainties going forward, it has under development a business plan that, if
successfully funded and executed, can significantly improve operating results.
The support of the Company's vendors, customers, lenders, stockholders and
employees will continue to be key to the Company's future success.


CRITICAL ACCOUNTING POLICIES

          The preparation of the financial statements and related disclosures in
conformity with accounting principles generally accepted in the Unites States of
America requires management to make judgments, assumptions and estimates that
affect the amounts reported in the Financial Statements and accompanying notes.
Estimates are used for, but not limited to, the accounting for allowances for
doubtful accounts, goodwill impairments, contingencies, accruals and taxes.
Actual results could differ from these estimates.


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. Reference is made to the quantitative disclosures about
market risk as of December 31, 2002 included under Item 6 of our most recent
Annual Report on Form 10-KSB.

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                                                                         Page 14

<PAGE>


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

ITEM 1.   LEGAL PROCEEDINGS

          On May 10, 2001, as a result of dramatic changes in the Internet
industry and financing markets, delays in reaching accord with our short term
note holders and other creditors in restructuring our debts and our inability to
cure defaults under our data center lease and the landlord's attempts to seize
Company assets, 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, 2001, the Company's Plan of Reorganization was confirmed by the Bankruptcy
Court. Pursuant to the confirmed Plan of Reorganization, among other things,
holders of certain allowed claims received 1 share of common stock for every
$3.00 of debt. Also pursuant to the Plan, the Company's common stock has
undergone a 1 for 6 reverse stock split resulting in current stockholders
receiving 1 share of new common stock for every 6 shares of old common stock
currently owned.

          While the Company's Plan of Reorganization (the "Plan") was confirmed
on November 6, 2001, the Company has not received its final decree from the
Bankruptcy Court due to the final resolution of Plan matters. The Court has set
a date of September 2, 2003 to conclude the case through final decree, dismissal
or conversion. While no assurances can be made of this matter, the Company
intends to reach final resolution of these matters.


          The Company is a party to certain legal actions arising out of the
continued operations of the Company, including a matter with a financial
institution regarding repayments of certain monies extended by the bank arising
out of Capital Equity Group's default for approximately $47,000.

          Additionally, the Company continues to extend legal resources pursuant
to the Company's efforts under the Plan of Reorganization and matters contained
therein.

          The Company has recently been made aware that the creditor committee's
counsel has privately filed action on behalf of certain pre-petition noteholders
against the Company's previous legal counsel, investment bankers, directors and
officers, including the Company's current CEO John Paulsen.

          As part of the bankruptcy filing, all executory contracts and
unexpired leases, which were not previously assumed or rejected by the Company
or otherwise not specifically assumed as part of the Plan of Reorganization,
were deemed rejected. Certain contract providers continued to provide services
to the Company, even though such contract was deemed terminated, and have
requested payments due for services rendered to the Company of approximately
$350,000. The Company has not recorded such liabilities in its financial
statements and expects to aggressively defend itself against such payments
requested.

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                                                                         Page 15

<PAGE>


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS


          The Company's common stock trades on the OTC Bulletin Board under the
symbol ENCU. As of June 30, 2003, the Company has 48,258,384 shares issued and
outstanding.

          Pursuant to the Plan of Reorganization, the Company filed an Amended
and Restated Certificate of Incorporation with the Delaware Secretary of State.
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. 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 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 1.8 million shares of new
common stock were issued under this exchange. Additionally, approximately 2.8
million 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 $3.00 of debt claim approved. Any creditor who
did not submit its appropriate paperwork for the stock exchange prior to
December 23, 2002 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.

          During the first half of 2003, the Company has issued approximately 15
million shares of common stock, including 1 million shares subject to an
investment banking and acquisition support consulting agreement, 1.7 million
shares pursuant to a financing arrangements, 2 million for investor relations
and marketing support, 7.5 million pursuant to debt conversion agreements and
2.9 million to certain employees pursuant to their employment agreements and/or
in lieu of cash compensation during the period.



ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          NONE

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

          NONE

ITEM 5.   OTHER INFORMATION

          In June, 2003, we relocated our principal executive offices to 2101 S.
Arlington Heights Rd, Arlington Heights, IL 60005.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (A)  Exhibits.

          99.1      Certification of Chief Executive Officer and principal
                    Financial Officer pursuant to 18 U.S.C. Section 1350, as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002.

     (B) Reports on Form 8-K.

          NONE.

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                                                                         Page 16

<PAGE>


                                    SIGNATURE

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


                                            eNUCLEUS, INC.

Date:    August 19, 2003                    /s/  JOHN C. PAULSEN
                                            -----------------------------------
                                                 John C. Paulsen,
                                                 Chief Executive Officer
                                                 and principal Financial Officer

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                                                                         Page 17

<PAGE>


                CERTIFICATIONS PURSUANT TO RULE 13A-14 UNDER THE
                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, John C. Paulsen, Chairman of the Board and Chief Executive Officer and
principal Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of eNucleus, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant is made known to us by
         others within those entities, particularly during the period in which
         this quarterly report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of directors (or
     persons performing the equivalent function):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


                                            eNUCLEUS, INC.

Date:    August 19, 2003                    /s/  JOHN C. PAULSEN
                                            -----------------------------------
                                                 John C. Paulsen,
                                                 Chief Executive Officer
                                                 and principal Financial Officer

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