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

                                  FORM 10-QSB/A2


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

                  For the quarterly period ended March 31, 2004

                                       OR

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

             For the Transition period from            to
                                            ----------    ----------

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

         0-14039                                          11-2714721
 ----------------------                      ----------------------------------
(Commission File Number)                    (I.R.S. Employer Identification No.)


                               139 East Bay Street
                         Harbor Springs, Michigan 49740
                     --------------------------------------
                    (Address of Principal Executive Offices)

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



Check whether the Registrant (l) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act during the past 12 months
(or for such shorter periods that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes  X   No
         -----   -----

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

             As of March 31, 2004, the number of common stock shares
                 outstanding is approximately 17,719,333 shares.


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

<PAGE>


PART I -- FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

     o    Condensed Consolidated Balance Sheets as of
          March 31, 2004 (Unadudited) and December 31, 2003.

     o    Condensed Consolidated (Unaudited) Statements of Operations
          for the three months ended March 31, 2004 and 2003

     o    Condensed Consolidated (Unaudited) Statements of Cash Flows
          for the three months ended March 31, 2004 and 2003

     o    Notes to Condensed Consolidated (Unaudited) Financial
          Statements.


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

ITEM 3.   CONTROLS AND PROCEDURES


                                     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>
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PART I
                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                                    Restated
                                 eNUCLEUS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                         March 31,     December 31,
                                                            2004          2003
                                                        (unaudited)
ASSETS:
<S>                                                     <C>            <C>
Current Assets
Cash                                                    $    49,198    $        78
Accounts receivable                                         313,901(1)        --
Other current assets                                         11,828(2)      16,039
                                                        -----------    -----------
Total current assets                                        374,927         16,117
                                                        -----------    -----------

Property and equipment, net                                 434,984(3)      19,786
Goodwill and other intangibles, net                            --  (4)        --
Other assets                                                200,000           --
                                                        -----------    -----------
Total assets                                            $ 1,009,911    $    35,903
                                                        ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable                                           $   156,861    $   156,861
Accounts payable                                             49,421         42,792
Accrued expenses                                            489,479(5)     267,613
                                                        -----------    -----------
Total current liabilites                                    695,761        467,266
                                                        -----------    -----------
Long term liabilities                                       345,246        345,246
                                                        -----------    -----------
Total Liabilities                                         1,041,007        812,512
                                                        -----------    -----------

Preferred stock  $0.001 par value, 10,000,000 shares
authorized,
  Series A -- 1,453,779 shares issued and outstanding          --            1,454
  Series B  -- 277,778 shares issued and outstanding            278(6)
Common stock, $0.001 par value, 100,000,000 shares
authorized, 17,719,333 and 9,527,938 shares issued
and outstanding, respectively                                17,719(7)       9,528
Additional paid-in capital                                8,973,883(8)   8,624,742
Accumulated deficit                                      (9,022,976)    (9,412,333)
                                                        -----------    -----------
Total stockholder's equity                                  (31,096)      (776,609)
                                                        -----------    -----------

                                                        -----------    -----------
Total liabilities and stockholders' equity              $ 1,009,911    $    35,903
                                                        ===========    ===========

Notes for restatements:
(1)  Write off of $16,900 of a bad debt at yearend 2003
(2)  Write off of $25,000 of Prepaid barter at yearend 2003
(3)  Reclassified $416,300 from goodwill in 1st quarter 2004
(4)  Write off of goodwill inpaired from 2003 - $1,674,622; reclassified
     goodwill to fixed assets in 1st quarter of 2004 - $416,300; and added
     depreciation expense in 1st quarter 2004 - $14,578 for a downward adjusted
     total of $2,105,500
(5)  Booking error adjustment of $40,917 for tax accrual on employee
     compensation
(6)  Reduced by $140 for preferred shares not issued
(7)  Increased by $447 to correct share issue entry in wrong quarter
(8)  Increase of $134,778 consisting of a revalued stock transaction +$274,500;
     stock compensation reclassified to 3rd quarter 2004 - $30,000; employee
     stock compensation reclassified to 3rd quarter 2004 - $80,000; reversed
     entry of employee stock compensation - $30,000; and revalued common stock
     transactions +$278.



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

<PAGE>


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

                                                    Three Months,  Three Months,
                                                       Ending         Ending
                                                      March 31,      March 31,
                                                        2004           2003

Revenue                                             $    628,357   $    211,814


Operating expenses                                       223,360(1)     306,520
Stock based compensation expense                            --  (2)     148,000
Net reorganization expense                                  --            7,465
Depreciation and amortization expense                     15,680(3)      37,486
                                                    ------------   ------------
Operating income (loss)                                  389,357       (287,657)

Interest and other income (expense)                           40         (8,290)
Income tax expense                                          --             --
                                                    ------------   ------------
Net Income (loss)                                   $    389,357   $   (295,947)
                                                    ============   ============


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

Weighted average shares outstanding - basic and
diluted                                               13,790,566     37,962,872
                                                    ============   ============

Notes for restatements:
(1)  Reclassify employee compensation to 2nd quarter of 2004
(2)  Reclassify employee compensation to 3rd quarter of 2004
(3)  Revalue fixed assets and change in life years for a net change of $14,578



   See accompanying notes to condensed unaudited financial statements.

<PAGE>
<TABLE>
<CAPTION>


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

                                                                     Three Months     Three Months
                                                                        Ending           Ending
                                                                       March 31,        March 31,
                                                                         2004             2003

<S>                                                                   <C>               <C>
Cash flow from operating activities                                   $ 389,357         $(295,947)

Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
  Depreciation and amortization expense                                  15,680            37,486
  Compensation expense related to issuance of equity securities            --             148,000
  Changes in operating assets and liabilities                          (605,917)           49,941
                                                                      ---------         ---------
Net cash used in operating activities                                  (200,880)          (60,520)
                                                                      ---------         ---------

Cash flow from investing activities
  Capital expenditures
                                                                           --              (9,387)
                                                                      ---------         ---------
Net cash used in investing activities
                                                                           --              (9,387)
                                                                      ---------         ---------

Cash flow from financing activities
  Proceed from notes payable, net
                                                                           --              90,228
  Proceeds from sale of preferred stock                                 250,000
                                                                      ---------         ---------
Net cash provided by financing activities                               250,000            90,228
                                                                      ---------         ---------

Increase (decrease) in cash                                              49,120            20,321
Cash, beginning of period                                                    78             4,932

                                                                      ---------         ---------
Cash, end of period                                                   $  49,198         $  25,253
                                                                      =========         =========


                See accompanying notes to condensed unaudited financial statements.


</TABLE>

<PAGE>


                                 eNUCLEUS, INC.
        NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
                                 March 31, 2004



NOTE 1.   GENERAL

eNucleus, Inc. ("eNucleus" or the "Company") is a next generation software and
managed hosting company. eNucleus' business strategy is to acquire companies
that have proprietary software applications that fulfill core and niche business
processes (i.e., Enterprise Resource Management ("ERP"), Customer Resource
Management ("CRM"), Integrated IP Communications, Sales Automation, Tracking) in
specific market verticals (i.e. Healthcare, Education, Distribution Services and
Financial Services). We are particularly focused on products that enjoy strong
customer loyalty and can be enabled for delivery over the Internet for a
recurring monthly fee on either a managed hosting or pure ASP basis.
On January 21, 2004 eNucleus, Inc. through one of its subsidiaries Financial
ASPx,Inc. (collectively the "Company") purchased substantially all the assets of
PrimeWire, Inc. ("PrimeWire"). The Acquisition was effected pursuant to an Asset
Purchase Agreement between the Company, PrimeWire and the holders of the capital
stock of PrimeWire (the "Shareholders") dated January 21, 2004 (the "Purchase
Agreement"). Subject to the terms and conditions of the Purchase Agreement,
PrimeWire received $50,000 upon closing and a three year earn out provision that
provides for (i) quarterly cash payments of 10% of the net revenues generated by
the PrimeWire assets and (ii) quarterly stock payments of 15% of the net
revenues generated by the PrimeWire assets (shares to be determined based upon
the average closing price of the 20 day period prior to the end of each
quarter). Additionally, PrimeWire has the ability to earn an additional 7% of
Net Revenues generated by Large License Deals (license agreements in excess of
$200,000 in the first 12 months of the contract) during the first year.

NOTE 2.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements
include eNucleus, Inc. and its wholly owned subsidiaries Financial ASPx, 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.

Operating results for the three months ended March 31, 2004 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 2004. These financial statements should be read in conjunction with
our audited consolidated financial statements and footnotes for the year ended
December 31, 2003 that are included in our annual report on Form 10-KSB.

<PAGE>


NOTE 3.   FINANCIAL RESULTS AND LIQUIDITY

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

     As shown in our results of operations, we reached profitable operations
during 2004 as a result of our most recent acquisition and raised $250,000 in
preferred equity. However, the Company's continued existence is dependent on its
ability to maintain future profitable operations and its ability to obtain
additional 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 additional 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.

NOTE 4. ACCOUNTS RECEIVABLE AND OTHER LONG TERM ASSETS

During the first quarter 2004, we completed a software source code licensing
agreement for the use of the PrimeWire benefits administration application
platform with Online Benefits, Inc. Under the terms of the agreement, eNucleus
will receive payments in fixed installments of $100,000 at closing and every six
months for the first two years (total of $500,000) and quarterly royalty
payments, through December 2008, of 5% of Net Revenues incrementally received by
the Purchaser due to the acquired software. The fixed payments under the sale of
this source code was recorded as revenue within the first quarter of 2004. Any
royalty payments received will be recorded as revenue when earned. In accordance
with the earn out provisions ad provided for in the purchase agreement between
eNucleus and Primewire, Primewire will receive the first $300,000 of payments
received under this contract. Such payments made will be included as part of the
purchase accounting for the acquisition and be allocated to intangible assets of
software and customer contracts. As of March 31, 2004 the company has received
the first $100,000 payment under this contract. Included in accounts receivables
are the next two payments expected within the next twelve months totaling
$200,000. The remaining $200,000 has been included in Other Assets long term.


NOTE 5.   FINANCING ARRANGEMENTS

As of March 31, 2004 the Company's total long-term debt outstanding was as
follows:


                      Tax Claim Notes Payable               219,474
                      Other Notes Payable                   282,633
                                                          ---------
                                                            502,107
                  Less current maturities                  (156,861)
                                                          ---------
                                                          $ 345,246
                                                          =========

<PAGE>


Holders of allowed tax claims, including the Internal Revenue Service and
certain state revenue agencies, received in full satisfaction, settlement of and
in exchange for its tax claim, a six year 6.5% promissory note in an amount
equal to the principal amount of its tax claims, payments of principal and
interest due monthly. The Company is currently restructuring its payment plan
associated with the terms of the agreements.

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. Payments bringing this note current have been made subsequent
to quarter end. Also included in other notes payable is a note agreement the
Company and certain unrelated third parties reached, whereby $90,681 would be
loaned to eNucleus for the consummation of its restructuring. This note is
currently being negotiationed to equity under current market values. 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

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. The first series of
preferred stock has been defined as the Series A Convertible Preferred Stock.
Such series is convertible into common stock at a conversion rate of 5 shares of
common stock for each share of Series A Preferred Stock. The Series A also
contains a mandatory conversion feature upon a future reverse stock split or an
increase in the number of authorized shares of Common Stock. The second series
of preferred stock has been defined as the Series B Convertible Preferred Stock.
This Series B is convertible into 3.33 shares of common stock per share of
preferred stock.

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


As a result of the reverse split approve on February 18, 2004, the Series A
Preferred Stock shares issued were converted into approximately 7.7 million
shares of common stock in accordance with its mandatory conversion feature.


<PAGE>
<TABLE>
<CAPTION>


During the first quarter 2004, the Company also issued approximately 500,000
shares of common stock for settlement and conversion of certain liabilities
outstanding.


During the first quarter 2004 and subject to certain contingencies, Congruent
Ventures has agreed to transfer up to 394,777 of their eNucleus preferred stock
holdings (prior to the mandatory conversion) and 206,000 warrants to John
Paulsen in consideration of among other things Mr. Paulsen agreeing to serve as
Chairman & CEO for a period of no less than 12 months.

During the first quarter 2004, the Company privately sold 277,778 shares of
Series B Preferred stock along with a warrant to purchase 250,000 shares of
Series B preferred stock at the face value of $1.00 per share for the
consideration of $250,000 in funding.

Note 7.     Acquisitions


On January 21, 2004 the Company, through its' wholly-owned subsidiary, Financial
ASPx, Inc., acquired the operating assets and assumed the operating liabilities
of Primewire Inc., a company that provides internet solutions in the area of
employee benefits and administration. The results of operations for Primewire
Inc. have been included in the financial statements of the Company from the date
of acquisition

In May of 2004, eNucleus notified Primewire of its' intent to set-off amounts
against its purchase price of the Primewire assets pursuant to several alleged
breaches of the contract. As a direct result of Primewire's alleged defaults
under the Agreement, eNucleus and Financial ASPx filed for arbitration to
mitigate damages and attempt to reduce the purchase price of the acquired
assets. Under the terms of settlement reached in December 2004, eNucleus has
agreed to pay Primewire $400,000, assign certain accounts receivable and return
certain customer contracts. This combination of consideration represents the
final amounts due under the asset purchase agreement and eliminates any adverse
security interest in Primewire's assets. No payments have yet been made against
this amount and management is still negotiating the final settlement. Collected
receivables to be assigned to Primewire are being held in trust by the Company's
solicitors.

Restated
Unaudited Proforma Consolidated Statement of
Operations
For the Year Ending December 31, 2003


                                                                        Acquired Company
                                                                        ----------------
                                                            eNucleus,      Prime Wire      Proforma       Proforma
                                                              Inc.        (unaudited)    Adjustments(1)
                                                          ------------    ------------    -----------   ------------
<S>                                                      <C>             <C>              <C>           <C>
Revenue                                                   $    577,574    $  2,429,992           --     $  3,007,566


Operating expenses                                           1,022,313       2,681,812           --        3,704,125
Interest and other income                                       10,305         124,140           --          134,445
Depreciation and amortization expense                          150,965         940,885           --        1,091,850
                                                          ------------    ------------    -----------   ------------
Operating loss                                                (606,009)     (1,316,845)          --       (1,922,854)


Net reorganization expense                                   1,171,680            --             --        1,171,680
Write off of goodwill                                        1,674,622            --             --        1,674,622
                                                          ------------    ------------    -----------   ------------
Net loss                                                  $(13,452,311)   $ (1,316,845)   $      --     $ (4,769,156)
                                                          ============    ============    ===========   ============

Basic and diluted net loss common share                   $      (0.07)           --             --     $      (0.09)
                                                          ============    ============    ===========   ============

Weighted average shares outstanding - basic and diluted     51,678,983            --             --       51,687,983
                                                          ============    ============    ===========   ============

</TABLE>

<PAGE>


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA


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


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

(2) The Company paid for this acquisition by transferring $915,635 in accounts
receivable and by payment of the sum of $100,000 to Primewire Inc..

(3) The pro forma results are not necessarily indicative of what would have
occurred if the acquisitions had been in effect for the periods presented. In
addition, they are not intended to be a projection of future results and do not
reflect any synergies that might be achieved from combined operations.



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
April 14, 2004.

     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, 2003. 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, Inc. ("eNucleus" or the "Company") is a next generation software
and managed hosting company. eNucleus' business strategy is to acquire companies
that have proprietary software applications that fulfill core and niche business
processes (i.e., Enterprise Resource Management ("ERP"), Customer Resource
Management ("CRM"), Integrated IP Communications, Sales Automation, Tracking) in
specific market verticals (i.e. Healthcare, Education, Distribution Services and
Financial Services). We are particularly focused on products that enjoy strong

<PAGE>


customer loyalty and can be enabled for delivery over the Internet for a
recurring monthly fee on either a managed hosting or pure ASP basis.

     We presently earn revenues from the following product and service
offerings: application delivery, process mapping, Internet transport, data
storage, monitoring, email services, software solutions and set up fees. We
recognize revenue for set up fees over the contract terms. Customers are billed
for the services over the course of an engagement at a measured rate or on a
recurring fixed-price basis.

     Revenue from multi-year software licensing arrangements are accounted for
as subscriptions, with billings recorded as unearned revenue and recognized as
revenue ratably over the billing coverage period. Revenue for retail packaged
products, products licensed to original equipment manufacturers (OEMs), and
select sales of certain source code of a software product is generally
recognized as products are shipped, with a portion of the revenue recorded as
unearned due to undelivered elements including, in some cases, free
post-delivery telephone support or the right to receive unspecified
upgrades/enhancements on a when-and-if-available basis for a period of time. The
amount of revenue allocated to undelivered elements is based on the sales price
of those elements when sold separately. The total fair value of the undelivered
elements is recorded as unearned, and the difference between the total
arrangement fee and the amount recorded as unearned for the undelivered elements
is recognized as revenue related to delivered elements. Unearned revenue due to
undelivered elements is recognized ratably over the service period specified or
estimated product life.

     Operating expenses consist primarily of direct labor and benefits,
subcontracted labor or other outside services, commissions, sales and support
personnel and advertising costs. Depreciation and amortization expense consists
primarily of the depreciation of our fixed assets. We expect these expenses to
increase in the future due to the growth of the company.

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

RESULTS OF OPERATIONS


     Revenue. For the first quarter 2004, revenue increased approximately
$417,000 or 200% to $628,000 from $211,000 in the first quarter 2003. The
majority of the increase relates to the one time sale of a software source code
to Online Benefits


     Operating expenses. For the first quarter 2004, operating expenses
decreased approximately $84,000 to $222,000 from $306,000 in the first quarter
2003. The decrease in operating expenses is a result of managements continued
efforts in cost containment.

     Stock based compensation and expenses. During 2003, the Company reached
agreements with certain vendors and employees to accept shares of common stock
in exchange for services rendered and salaries due. 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 decreased $21,000 to $16,000 in the three months of 2004 as compared to
$37,000 in the three months of 2003. The decrease was primarily a result of the
write off of the majority of fixed assets as a result of the restructuring. The
Company closed facilities and wrote off unrealizable value in fixed assets upon
the disposal or sale of items of over $1.1 million of fixed assets in
conjunction with the close of our Atlanta data center facility in the fourth
quarter 2002 and approximately $330,000 during 2003 due to the devaluation and
disposal of equipment.


<PAGE>


     Interest and other income/expenses. Interest and other expenses in the
first quarter 2003 represents interest accruing on post-petition borrowings and
notes payable arising from the reorganization.

     Net Income. Our first quarter of 2004 resulted in net income of $389,000,
primarily resulting from the favorable impact of the sale of software source
code to Online Benefits. Our net loss in the first quarter 2003 was $296,000.
Excluding the impact of certain non-cash and non-recurring expenses, including
stock based compensation and expenses, the bankruptcy related expenses, and
depreciation, earnings were $405,000 in the first quarter 2004.

LIQUIDITY AND CAPITAL RESOURCES

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

     As shown in our results of operations, we reached profitable operations
during 2004 as a result of our most recent acquisition and raised $250,000 in
preferred equity. However, the Company's continued existence is dependent on its
ability to maintain future profitable operations and its ability to obtain
additional 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 additional 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.

 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, acquisitions, goodwill impairments, contingencies, accruals,
extinguished liabilities resulting from the reorganization case 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, 2003 included under Item 6 of our most recent
Annual Report on Form 10-KSB.

<PAGE>


ITEM 3.   CONTROLS AND PROCEDURES

(a) Based upon an evaluation by our Chief Executive Officer and principal
Financial Officer within 90 days prior to the filing date of this Quarterly
Report on Form 10-Q he has concluded that our disclosure controls and procedures
as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934, as
amended, are effective for gathering, analyzing and disclosing the information
we are required to disclose in our reports filed under such Act.

(b) There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation referred to above.

PART II

ITEM 1.   LEGAL PROCEEDINGS

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

     We are from time to time a party to various legal actions arising in the
normal course of business. Prior to our filing for protection under bankruptcy,
we were a party to several creditor collection actions. However, as a result of
our bankruptcy filing, these matters and many other threatening proceedings have
been resolved and terminated. 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 should they contend for payment.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     Our common stock is traded on the NASDAQ OTC Bulletin Board (OTCBB) under
the symbol ENUI. Prior to December 2003, our stock was traded under the symbol
ENCU. As yet, our common stock has experienced limited trading activity. A
public trading market having the characteristics of depth, liquidity and
orderliness depends upon the existence of market makers as well as the presence
of willing buyers and sellers, which are circumstances over which we do not have
control. As of March 31, 2004 the Company has approximately 17,246,000 shares
issued and outstanding.

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. The first series of
preferred stock has been defined as the Series A Convertible Preferred Stock.
Such series is convertible into common stock at a conversion rate of 5 shares of

<PAGE>


common stock for each share of Series A Preferred Stock. The Series A also
contains a mandatory conversion feature upon a future reverse stock split or an
increase in the number of authorized shares of Common Stock. The second series
of preferred stock has been defined as the Series B Convertible Preferred Stock.
This Series B is convertible into 3.33 shares of common stock per share of
preferred stock.

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


As a result of the reverse split approve on February 18, 2004, the Series A
Preferred Stock shares issued were converted into approximately 7.7 million
shares of common stock in accordance with its mandatory conversion feature.
During the first quarter 2004, the Company also issued approximately 500,000
shares of common stock for settlement and conversion of certain liabilities
outstanding.


During the first quarter 2004 and subject to certain contingencies, Congruent
Ventures has agreed to transfer up to 394,777 of their eNucleus preferred stock
holdings (prior to the mandatory conversion) and 206,000 warrants to John
Paulsen in consideration of among other things Mr. Paulsen agreeing to serve as
Chairman & CEO for a period of no less than 12 months.

During the first quarter 2004, the Company privately sold 277,778 shares of
Series B Preferred stock along with a warrant to purchase 250,000 shares of
Series B preferred stock at the face value of $1.00 per share for the
consideration of $250,000 in funding.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     NONE

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

     The Board of Directors authorized and shareholders approved a one for ten
reverse stock split of all issued and outstanding common stock, effective
February 18, 2004. The par value of the common stock was maintained at the
pre-split amount of $.001 per share and the authorized capital was maintained at
100,000,000 shares of common stock, and the par value of the preferred stock was
maintained at the pre-split amount of $0.001 per share, and the authorized
capital was maintained at 20,000,000 shares of preferred stock.

ITEM 5.   OTHER INFORMATION

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

<PAGE>


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

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (A) Exhibits.

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

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


     (B) Reports on Form 8-K.

     On February 19, 2004, the Company filed a Form 8-K announcing the
acquisition of Primewire, Inc.



                                    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.



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

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


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