<PAGE>
                       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, 2002

                                       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 Identification No.)
      of corporation or organization)

                             15545 South 71st Court
                             Orland Park, IL 60462
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (708)444-7300

     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 August 13, 2002 the number of shares that are estimated to be
outstanding under the issuance of new common stock is approximately 20,000,000
shares of which 12.3 million shares have been issued as of June 30, 2002 .

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



--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>

 PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheets as of June 30, 2002 (Unaudited)
               and December 31, 2001.
          Condensed Consolidated (Unaudited) Statements of Operations for the
               six months ended June 30, 2002 and 2001 (Predecessor Company)and
               for the three months ended June 30, 2002 and 2001 (Predecessor
          Company). Condensed Consolidated (Unaudited) Statements of Cash Flows
               for the six months ended June 30, 2002 and 2001 (Predecessor
          Company). Notes to Condensed Consolidated (Unaudited) Financial
               Statements.


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


                                     PART II
                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

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

ITEM 5.   OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

FORM 10-QSB SIGNATURE PAGE





--------------------------------------------------------------------------------
                                                                          Page 2

<PAGE>


PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS
                                 eNUCLEUS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                     JUNE 30,          DEC 31,
                                                       2002             2001
                                                =================================
                                                    (unaudited)      (restated)
<S>                                                 <C>              <C>
ASSETS
Current Assets:
  Cash                                                 1,172              808
  Accounts receivable, net                             3,736           13,339
  Other current assets                                94,070           51,348
                                                 --------------------------------
    Total current assets                              98,978           65,495

Property and equipment, net                        1,662,906        1,850,597
Goodwill                                           4,186,554        4,186,554
Other assets                                         100,000          100,000
                                                 --------------------------------
    Total assets                                   6,048,438        6,202,646
                                                 ================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Accounts payable                                   219,168          188,405
  Notes payable                                      669,809          633,431
  Accrued expenses                                   385,154          639,201
                                                 --------------------------------
    Total current liabilities                      1,274,131        1,461,037

Long-term liabilities                              1,373,101        1,272,069
                                                 --------------------------------
    Total liabilities                              2,647,232        2,733,106
                                                 --------------------------------

Stockholders Equity:
  Common stock                                        12,333           -
  Additional paid-in-capital                       1,685,230           -
  New common stock - issuable                      2,413,326        3,671,934
  Accumulated deficit                               (709,683)        (202,394)
                                                 --------------------------------
    Total stockholders equity                      3,401,206        3,469,540

                                                 --------------------------------
    Total liabilities and stockholders equity      6,048,438        6,202,646
                                                 ================================

</Table>





       See accompanying notes to condensed unaudited financial statements.


--------------------------------------------------------------------------------
                                                                          Page 3

<PAGE>

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

<Table>
<Caption>
                                                       Reorganized         Predecessor        Reorganized         Predecessor
                                                         Company            Company             Company            Company
                                                      Three Months        Three Months        Six Months          Six Months
                                                          Ended              Ended               Ended            Ended June
                                                      June 30, 2002      June 30, 2001       June 30, 2002         30, 2001
<S>                                                  <C>                  <C>                 <C>                <C>

Revenue                                                  $56,783            $139,975            $90,101            $318,911


Operating expenses                                       147,557             334,784            332,726             972,810

Bankruptcy related expenses                               76,084                   -            125,510                   -

Net reorganization expense                                     -           1,892,979                  -           1,892,979

Depreciation and amortization expense                     93,846             147,368            187,692             294,736
                                             -------------------------------------------------------------------------------

Operating loss                                         (260,704)         (2,235,156)          (555,827)         (2,841,614)


Interest and other income (expense)                       62,684           (202,083)             48,538           (573,773)

Income tax expense                                             -                   -                  -                   -
                                             -------------------------------------------------------------------------------

Net loss                                              $(198,020)        $(2,437,239)         $(507,289)        $(3,415,387)
                                             ===============================================================================

 Basic and diluted net loss per common share            $ (0.01)            $ (0.18)           $ (0.03)            $ (0.25)

Weighted average shares outstanding - basic
and diluted                                           20,009,898          13,620,432         20,009,898          13,430,432
</Table>


       See accompanying notes to condensed unaudited financial statements.


--------------------------------------------------------------------------------
                                                                          Page 4

<PAGE>

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

<Table>
<Caption>
                                                                  REORGANIZED COMPANY     PREDECESSOR COMPANY
                                                                   SIX MONTHS ENDED         SIX MONTHS ENDED
                                                                     JUNE 30, 2002            JUNE 30, 2001
                                                                   ------------------      ------------------
<S>                                                                 <C>                     <C>
Cash Flows from operating activities:
  Net loss...................................................        $  (507,289)           $  (3,415,387)
Adjustments to reconcile net loss to net cash provided by
  (used in) operating activities:
  Non-cash reorganization expense ...........................                  --               2,824,020
  Non-cash reduction of debt      ...........................             (87,368)                     --
  Depreciation and amortization..............................             187,692                 294,736
  Compensation expense related to issuance of equity
    security.................................................                  --                  82,500
  Changes in operating assets and liabilities................             182,551                 290,018
                                                                     ------------             -----------
  Net cash operating operations .............................            (224,414)                 75,887
                                                                     ------------             -----------
Cash flows from investing activities:
  Capital expenditures.......................................                  --                (65,597)
                                                                     ------------             -----------
    Net cash used for investing activities...................                  --                (65,597)
                                                                     ------------             -----------

Cash flows from financing activities:
  Proceeds from notes payable, net...........................             224,778                  23,033
                                                                     ------------             -----------
    Net cash provided by financing activities................             224,778                  23,033
                                                                     ------------             -----------

  Increase (decrease) in cash................................                 364                  33,323
  Cash, beginning of period..................................                 808                   1,452
                                                                     ------------             -----------
  Cash, end of period........................................        $      1,172             $    34,775
                                                                     ============             ===========

Non-cash activities:
  Issuance of stock in exchange for debt                             $    438,955                      --
                                                                     ============             ===========
</Table>

       See accompanying notes to condensed unaudited financial statements.



--------------------------------------------------------------------------------
                                                                          Page 5

<PAGE>

                                 eNUCLEUS, INC.
        NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
                                  June 30, 2002

INTRODUCTION: SIGNIFICANT EVENTS

         On November 6, 2001, the Company's Plan of Reorganization was confirmed
thereby enabling the Company to successfully emerge from its restructuring under
Chapter 11 of the U.S. Bankruptcy Code. The Company's operations immediately
following confirmation 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.

NOTE 1.   GENERAL

         eNucleus is a wholesaler of Internet infrastructure. Our target market
is comprised of system integrators, web developers, software providers and
telecom resellers. Our core product offerings include co-location, high-speed
Internet access, data storage, and application delivery. Together, this offering
provides our clients with a scaleable and brandable platform for the development
of their ebusiness initiatives.


NOTE 2.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial 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 creation of a new reporting
entity for accounting purposes (the "Company" or the "Reorganized Company") with
no accumulated deficit as of November 1, 2001. In July 2002, the Company
concluded after additional analysis, that the previously reported Reorganization
Value should be revalued at $3.7 million to reflect the value of the entity
after the Chapter 11 reorganization. As such, the Company restated its financial
statements and filed amended December 31, 2001 Form 10-K and March 31, 2002 Form
10-Q. 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. We have determined that the goodwill is not impaired as of June 30,
2002, 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.

     Operating results for the six months ended June 30, 2002 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2002. These financial statements should be



--------------------------------------------------------------------------------
                                                                          Page 6

<PAGE>
read in conjunction with our audited consolidated financial statements and
footnotes for the year ended December 31, 2001 that are included in our annual
report on Form 10-KSB.

NOTE 3.   FINANCIAL RESULTS AND LIQUIDITY

         On November 6, 2001, the Company's Plan of Reorganization was confirmed
thereby enabling the Company to successfully emerge from its Chapter 11
reorganization. Although the Plan resulted in a substantial reduction in debt
through conversion to equity, 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 incurred a net loss of
$507,000 during the six month period ending June 30, 2002. During such period in
2002, net cash used in operating activities totaled $224,000 and was funded from
financing activities under the post petition financing arrangements.

         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, 2002, eNucleus has received approximately
$400,000 under this facility, the proceeds of which have been used to satisfy
certain petitions resulting from the bankruptcy and post-petition operating
requirements. 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 is secured by certain of our assets, guaranteed
by John Paulsen, our CEO and bears interest at the rate of 16%. As of June 30,
2002, eNucleus has received approximately $224,000 under this facility. During
the second quarter we were notified by Capital Equity Group that they would not
be able to satisfy the lending requirements of the facility. The Company is
currently pursuing the formal cancellation of the note and security agreement
granted as part of the facility facility and is exploring its legal rights and
remedies arising from Capital Equity Group's inability to complete the
transaction.

         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.



--------------------------------------------------------------------------------
                                                                          Page 7

<PAGE>
NOTE 4.   FRESH-START REPORTING

         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, 2002, 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.

         For financial reporting purposes, the effective date of the adoption of
fresh-start reporting is considered to be October 31, 2001, although the
Company's confirmation date was November 6, 2001. The results of operations from
November 1 to November 6, 2001 were not significant. The financial statements
for the Company for the periods subsequent to October 31, 2001 are referred to
the "Reorganized Company" and are not comparable to those for the periods prior
to October 31, 2001 which are referred to as the "Predecessor Company."

         The reorganization value of the Company was based upon the
consideration of many factors and various valuation methods, including
discounted cash flow analysis using projected financial information, selected
publicly traded company market multiples and other applicable ratios and
valuation techniques that management believes to be representative of the
business and industry. Specifically, the Company considered the conversion price
of $16.6 million of creditor debt at $3.00 per share and utilized a net present
value cash flow analysis of the Company's three year financial projections using
a discount rate of 16%. Based upon their assumptions and other analysis
performed, the Company concluded that a Reorganization Value as determined was
an appropriate value. In July 2002, the Company concluded after additional
analysis, that the previously reported Reorganization Value should be revalued
to reflect the value of the entity after the Chapter 11 reorganization. The
valuation was based upon a number of estimates and assumptions, which are
inherently subject to significant uncertainties and contingencies beyond the
Company's control. Accordingly, there can be no assurance that the values
reflected in the valuation will be realized, and actual results could vary
materially. Moreover, the value of our New Common Stock, as traded on the
exchange, may differ materially from the reorganization valuation.




--------------------------------------------------------------------------------
                                                                          Page 8

<PAGE>

         The effect of the Plan and the implementation of Fresh-Start Reporting
on the Company's balance sheet as of October 31, 2001 was as follows:
<Table>
<Caption>
                                         PREDECESSOR     REORGANIZATION     FRESH-START          REORGANIZED
                                           COMPANY      PLAN ADJUSTMENTS    ADJUSTMENTS            COMPANY
                                        OCT. 31, 2001                                           OCT. 31, 2001
<S>                                     <C>               <C>               <C>                 <C>
ASSETS:

Cash                                          2,437                -               -                    2,437
Accounts receivable                          32,715                -               -                   32,715
Other current assets                         42,063                -               -                   42,063
                                    --------------------------------------------------------------------------
  Total current assets                       77,215                -               -                   77,215
                                    --------------------------------------------------------------------------

Property and equipment, net               1,169,308                -         743,853   (a)          1,913,161
Other Assets                                100,000                -               -                  100,000
Goodwill                                          -                -       4,186,554   (b)          4,186,554
                                    --------------------------------------------------------------------------
  Total assets                            1,346,523                        4,930,407                6,276,930
                                    ==========================================================================

LIABILITIES & STOCKHOLDERS' EQUITY:

Notes payable                               608,630                -               -                  608,630
Accounts payable                             95,842           82,773               -   (c)            178,615
Accrued expenses                            606,306                -               -                  606,306
                                    --------------------------------------------------------------------------
  Total current liabilities               1,310,778           82,773               -                1,393,551
                                    --------------------------------------------------------------------------

Long term liabilities                             -        1,211,445               -   (d)          1,211,445
                                    --------------------------------------------------------------------------
  Total liabilities                       1,310,778        1,294,218               -                2,604,996
                                    --------------------------------------------------------------------------
                                    --------------------------------------------------------------------------
Liabilities subject to compromise        16,440,605     (16,440,605)               -   (e)                  -
                                    --------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
Common stock                                 13,620         (13,620)               -   (f)                  -
Additional paid-in capital               22,586,950     (22,586,950)               -   (f)                  -
Stock warrants                              727,349                -       (727,349)   (f)                  -
Treasury stock                            (651,838)                -         651,838   (f)                  -
New common equity - issuable                      -       37,746,957    (34,075,023)   (f)          3,671,934
Accumulated deficit                    (39,080,941)               --      39,080,941   (f)                  -
                                    --------------------------------------------------------------------------
Total stockholders' equity
(deficit)                              (16,404,860)       15,146,387       4,930,407                3,671,934
                                    --------------------------------------------------------------------------
Total liabilities and
stockholders' equity                    $ 1,346,523              $ -     $ 4,930,407              $ 6,276,930
                                    ==========================================================================
</Table>
(a)      Reflects the adjustment of property and equipment to fair value
(b)      Reflects the establishment of Goodwill representing the excess of the
         reorganization value over the aggregate fair value of the Company's
         tangible and identifiable assets
(c)      Reflects the reclassification of convenience class and employee class
         payments to be paid under the Plan
(d)      Reflects the reclassification of secured creditor debt, administrative
         and tax claims which have been converted into long term notes payable.
(e)      Reflects the conversion of the Company's prepetition unsecured
         creditors into common stock, less those claims under the convenience
         class or employee class which are included in payables and secured
         claims, administrative and tax claims which have been converted into
         long term notes.
(f)      Reflects the cancellation of the Predecessor Company's common stock,
         warrants to purchase common stock, treasury stock, and the accumulated
         deficit as of October 31, 2001 and the issuance of approximately 7.4
         million shares to the shareholders and claimants of the Predecessor
         Company.

--------------------------------------------------------------------------------
                                                                          Page 9
<PAGE>

NOTE 5.   FINANCING ARRANGEMENTS

As of June 30, 2002 the Company's debt outstanding included the following:

         Reorganized Company--
             Senior Secured Notes Payable                661,554
             Bank Note Payable                           496,698
             Junior Secured Note Payable                 500,000
             Tax Claim Notes Payable                     242,707
             Duke-Weeks Note Payable                     141,951
                                                   --------------
                                                       2,042,910
         Less current maturities                       (669,809)
                                                   --------------
                                                       1,373,101
                                                   ==============



         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, 2002, eNucleus has received approximately
$400,000 under this facility, the proceeds of which have been used to satisfy
certain petitions resulting from the bankruptcy and post-petition operating
requirements. 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 is secured by certain of our assets, guaranteed
by John Paulsen, our CEO and bears interest at the rate of 16%. As of June 30,
2002, eNucleus has received approximately $224,000 under this facility. During
the second quarter we were notified by Capital Equity Group that they would not
be able to satisfy the lending requirements of the facility. The Company is
currently pursuing the formal cancellation of the note and security agreement
granted as part of the facility facility and is exploring its legal rights and
remedies arising from Capital Equity Group's inability to complete the
transaction.

         The Bank Note Payable of $500,000 plus accrued interest and attorney's
fees shall be restructured into a three year secured note in the amount of the
total allowed claim less $225,000 which is payable by the Company as soon as
reasonably practicable. To date, the Company has paid $50,000 toward the
$225,000 payment due and is in discussions with the bank on restructuring such
remaining amounts due. 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, are to receive in full satisfaction,
settlement of and in exchange for its tax claim, six year 6.5% promissory notes
in an amount equal to the principal amount of its tax claims, payments of
principal and interest due monthly.

         Duke Weeks, the Company's previous landlord for its Atlanta operations,
is to receive a 3 year note payable in the amount of its total allowed claim.
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.

         In accordance with the Plan of Reorganization, certain unsecured
claimants elected to invest an additional 10% on a portion of the unsecured
claim and received 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.

NOTE 6.   STOCKHOLDERS' EQUITY

         In accordance with the Plan, all outstanding shares of old common stock
and warrants/options to purchase old common stock were cancelled. As of June 30,
2002,





--------------------------------------------------------------------------------
                                                                         Page 10
<PAGE>

the Company has issued 12.3 million shares of New Common Stock of the
anticipated 20 million shares to be issued pursuant to the Plan of
Reorganization.

         During the second quarter 2002, the Company issued 860,000 shares in
exchange for approximately $430,000 of post-petition liabilities that agreed to
convert to equity. Associated with these conversions are certain clauses that
could result into additional shares being issued to the creditors or shares
being returned to the Company, based upon the eventual liquidation prices
achieved by the shareholders. The Company issued approximately 2.4 million
shares to certain employees of the Company whereby the individuals agreed to
stay with the Company and provide their best efforts in assisting the Company
through the reorganization process. These individuals also agreed to a
substantially reduced salary during such period and other certain terms and
conditions including a period of non-compete. The Company issued 1 million
shares to its landlord as additional inducement of entering into a new lease
agreement for the Atlanta facility. Approximately 2 millions shares were issued
upon the exercise of option agreements issued in accordance with the Plan of
Reorganization. The Company issued 500,000 shares to a market marking
organization to sponsor eNucleus on the OTC Bulletin Board. Additionally, the
Company has issued approximately 3.1 million shares under the borrowing facility
with Sunami (a related party, see below) in accordance with the provisions of
the Plan of Reorganization.



NOTE 7.   RELATED-PARTY TRANSACTIONS

          At May 10, 2001, the date of the Company's bankruptcy filing, eNucleus
recorded amounts due to John C. Paulsen, the President and CEO, of $772,000,
including $502,000 for cash loans made to eNucleus and $270,000 for deferred
compensation and unreimbursed expenses. Pursuant to the Plan of Reorganization,
these amounts owed have been converted to equity.

         In August, 2000, eNucleus entered into a demand loan facility with
Sunami Ventures, LLC ("Sunami") (a Corporation managed and controlled by Mr.
Henry Paulsen). The facility provides for borrowings of up to $750,000, bears
interest at the rate of twelve percent and was payable no later than August,
2001. As of May 10, 2001, eNucleus had borrowed $731,000 from Sunami under this
facility. Pursuant to the Plan of Reorganization, these amounts owed have been
converted to equity.

         As part of our Plan of Reorganization, we entered into a borrowing
facility 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, 2002, eNucleus has received approximately
$400,000 under this facility, the proceeds of which have been used to satisfy
certain petitions resulting from the bankruptcy and post-petition operating
requirements. 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 is secured by certain of our assets, guaranteed
by John Paulsen, our CEO and bears interest at the rate of 16%. As of June 30,
2002, eNucleus has received approximately $224,000 under this facility. During
the second quarter we were notified by Capital Equity Group that they would not
be able to satisfy the lending requirements of the facility. The Company is
currently pursuing the formal cancellation of the note and security agreement
granted as part of the facility facility and is exploring its legal rights and
remedies arising from Capital Equity Group's inability to complete the
transaction. In accordance with the provisions of the Plan of Reorganization,
the Company has issued approximately 3.1 million shares of common stock on
account of the borrowings to date.

         In October, 2001, eNucleus entered into a lease agreement with Sunami
  for approximately 5,000 sq ft. in Roswell, Georgia serving as our branch
  office and data center/operating facility in Atlanta, Georgia. The lease
  provides for monthly payments of approximately $24,000 and expires in 2008. In
  conjunction with entering into this lease, eNucleus provide Sunami with a
  $100,000 security deposit which was funded under the borrowing facility and 1
  million shares of new common stock as additional consideration for entering
  into the agreement.



--------------------------------------------------------------------------------
                                                                         Page 11

<PAGE>
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 21, 2002.

     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 wholesaler of Internet infrastructure. Our target market
is comprised of system integrators, web developers and software providers. Our
core product offerings include co-location - secured data center space,
high-speed Internet access, data storage, and email and virus scanning services.
Together, this offering provides our clients with a scaleable, brand able and
cost effective platform for the development of their ebusiness initiatives.

         We presently earn revenues from the following product and service
offerings: set up fees, leasing of data center space, Internet transport, data
storage, monitoring and email services. We recognize revenue for set up fees
over the contract terms. Clients are billed for the services over the course of
an engagement at a measured rate or on a recurring fixed-price basis. Fees
typically range from $250 to $20,000 for set-up and installation and recurring
revenue of $250 to $50,000 per month. Cost of revenues includes the costs of
services and material directly related to the revenues, including direct labor
and benefits, subcontracted labor or other outside services, and other direct
costs associated with revenues, as well as an allocation of certain indirect
costs. Operating expenses consist primarily of salaries, commissions, and
benefits for our marketing, sales and support personnel, advertising costs,
consultants' fees, provision for doubtful accounts and other miscellaneous
expenses. Depreciation and amortization expense consists primarily of the
amortization of intangible assets recorded in connection with our acquisition
and depreciation of our fixed assets. We expect these expenses to increase in
the future due to the growth of the company.


         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





--------------------------------------------------------------------------------
                                                                         Page 12
<PAGE>

from its Chapter 11 reorganization. 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.

GROWTH STRATEGY

              We are pursuing a strategy to deliver our products and services on
a national scale. We expect to complement our internal growth by continuing to
evaluate partnership arrangements and acquisition opportunities whose services
can complement our existing services and enable us to offer a more comprehensive
range of Internet-based technology solutions to our clients.


RESULTS OF OPERATIONS

     Revenue. For the second quarter 2002, revenues were $57,000 compared to
$140,000 in the second quarter 2001. The decrease in revenue was a result of
customers electing to cancel out of contracts due to our bankruptcy filing. 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.

     Operating expenses. For the second quarter 2002, operating expenses
decreased approximately $187,000 to $148,000 from $335,000 in the second
quarter 2001. As part of our business restructuring late 2001 and early 2002,
the Company has substantially downsized and reduced personnel, salaries and
other operating expenses.

     Bankruptcy related expenses. Costs incurred by the company include
professional fees, court costs and other expenses associated with the Chapter 11
proceedings. Included the second quarter 2001 the Company recorded approximately
$1.8 million of costs associated with rejected contracts and other matters.

     Depreciation and amortization expense. Depreciation and amortization
expense decrease $53,000 to $94,000 in the second quarter 2002 as compared to
$147,000 in the second quarter 2001. The decrease was primarily a result of the
reduction of amortization expense from goodwill resulting from our previous
acquisitions, which was written off as a result of our bankruptcy. The goodwill
as of June 30, 2002 was created as a result of our reorganization and under the
new accounting principals is not amortized, but rather evaluated periodically
for impairment.

     Interest and other income/expenses. Interest and other expenses in the
second quarter 2002 includes income of $87,000 resulting from a successful debt
renegotiation. Interest and other expense in 2001 was primarily related to fees
incurred resulting from prepetition financing agreements that were stayed as a
result of our bankruptcy filing.

     Net loss. Our net loss decreased $2,241,000 to $196,000 in the second
quarter 2002 compared to a loss of $2,437,000 in the second quarter 2001.
Excluding the impact of the bankruptcy related expenses, net loss was $122,000
in the second quarter 2002 compared to a loss of $544,000 in the second quarter
of 2001. As discussed above, this decrease in loss is attributable to the
Company's efforts in downsizing and cost-containment.

LIQUIDITY AND CAPITAL RESOURCES

         On November 6, 2001, the Company's Plan of Reorganization was confirmed
thereby enabling the Company to successfully emerge from its Chapter 11
reorganization. Although the Plan resulted in a substantial reduction in debt




--------------------------------------------------------------------------------
                                                                         Page 13
<PAGE>

through conversion to equity, 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 incurred a net loss of
$505,000 during the six month period ending June 30, 2002. During such period in
2002, net cash used in operating activities totaled $224,000 and was funded from
financing activities under the post petition financing arrangements.

         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, 2002, eNucleus has received approximately
$400,000 under this facility, the proceeds of which have been used to satisfy
certain petitions resulting from the bankruptcy and post-petition operating
requirements. 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 is secured by certain of our assets, guaranteed
by John Paulsen, our CEO and bears interest at the rate of 16%. As of June 30,
2002, eNucleus has received approximately $224,000 under this facility. During
the second quarter we were notified by Capital Equity Group that they would not
be able to satisfy the lending requirements of the facility. The Company is
currently pursuing the formal cancellation of the note and security agreement
granted as part of the facility facility and is exploring its legal rights and
remedies arising from Capital Equity Group's inability to complete the
transaction.

         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.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to changes in interest rates as a result of
significant financing through its issuance of variable-rate and fixed-rate debt.
Reference is made to the quantitative disclosures about market risk as of
December 31, 2001 included under Item 7 of our most recent Annual Report on Form
10-KSB.

PART II

ITEM 1.   LEGAL PROCEEDINGS


--------------------------------------------------------------------------------
                                                                         Page 14

<PAGE>

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

         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.


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

         On November 6, 2001 (the "Confirmation Date") the Company's Plan of
Reorganization was confirmed by the Bankruptcy Court. As part of the
distribution of the New Common Stock under the Plan of Reorganization,
shareholders shall tender their Old Common Stock to the Reorganized Company
designated Stock Transfer Agent no later than October 15, 2002, in accordance
with written instructions to be provided to such holders. Those shareholders who
do not submit their certificates for exchange prior to October 15, 2002 shall
have 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. Additionally, creditors have until
December 23, 2002 to submit their ownership confirmation form to the Company, in
accordance with the written instructions provided to such holders. Those
creditors who do not submit their forms to the Company prior to December 23,
2002 shall have its claim or interest and its distribution pursuant to the Plan
of Reorganization on account of such allowed claim discharged and shall be
forever barred from asserting any such claim or interest against the Reorganized
Company or their respective property.

         The Company's common stock was approved for trading on the OTC Bulletin
Board is now traded under the symbol ENCU. As of June 30, 2002, the Company has
issued 12.3 million shares of New Common Stock of the anticipated 20 million
shares to be issued pursuant to the Plan of Reorganization.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          NONE

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

          NONE

ITEM 5.   OTHER INFORMATION

          NONE

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (A)  Exhibits.

          NONE


     (B)  Reports on Form 8-K.

          NONE

--------------------------------------------------------------------------------
                                                                         Page 15


<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 13, 2002                             /s/ JOHN C. PAULSEN
                                                     -------------------
                                                     John C. Paulsen,
                                                     Chief Executive Officer
                                                     (principal executive
                                                      and financial officer)



                                 CERTIFICATION

     The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his
capacity as an officer of eNucleus, Inc., that, to his knowledge, the Quarterly
Report of eNucleus on Form 10-Q for the period ended June 30, 2002, fully
complies with the requirements of Section 13(a) of the Securities Exchange Act
of 1934 and the information contained in such report fairly presents, in all
material respects, the financial condition and results of operations of
eNucleus.


                                 eNUCLEUS, INC.

Date:    August 13, 2002                             /s/ JOHN C. PAULSEN
                                                     -------------------
                                                     John C. Paulsen,
                                                     Chief Executive Officer
                                                     (principal executive
                                                      and financial officer)




--------------------------------------------------------------------------------
                                                                         Page 16