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 September 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 November 15, 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 September 30, 2002 .

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

<PAGE>


 PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheets as of September 30, 2002
               (Unadudited) and December 31, 2001.                            3
          Condensed Consolidated (Unaudited) Statements of Operations
               for the nine months ended September 30, 2002 and 2001
               (Predecessor Company) and for the three months ended
               September 30, 2002 and 2001 (Predecessor Company).             4
          Condensed Consolidated (Unaudited) Statements of Cash Flows
               for the nine months ended September 30, 2002 and 2001
              (Predecessor Company).                                          5
          Notes to Condensed Consolidated (Unaudited) Financial Statements    6


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

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS         15

ITEM 4.   CONTROLS AND PROCEDURES                                             15


                                     PART II
                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                   15

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS                           15

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                     16

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

ITEM 5.   OTHER INFORMATION                                                   16

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

FORM 10-QSB SIGNATURE PAGE                                                    16


                                       2

<PAGE>


PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


                                 eNUCLEUS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS




                                                       Sept 30,      Dec 31,
                                                         2002         2001
                                                      ==========   ==========
                                                     (unaudited)   (restated)
ASSETS
Current Assets:

  Cash                                                     1,700          808
  Accounts receivable, net                                 6,516       13,339
  Other current assets                                   151,716       51,348
                                                      ----------   ----------
    Total current assets                                 159,932       65,495


Property and equipment, net                            1,569,060    1,850,597
Goodwill                                               4,186,554    4,186,554
Other assets                                             100,000      100,000
                                                      ----------   ----------
    Total assets                                       6,015,546    6,202,646
                                                      ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:

  Accounts payable                                       274,322      188,405
  Notes payable                                          692,211      633,431
  Accrued expenses                                       460,788      639,201
                                                      ----------   ----------
    Total current liabilities                          1,427,321    1,461,037


Long-term liabilities                                  1,381,858    1,272,069
                                                      ----------   ----------
    Total liabilities                                  2,809,179    2,733,106
                                                      ----------   ----------

Stockholders Equity:

  Common stock                                            13,607         --
  Additional paid-in-capital                           2,209,116         --
  New common stock - issuable                          1,888,390    3,671,934
  Accumulated deficit                                   (904,746)    (202,394)
                                                      ----------   ----------
    Total stockholders equity                          3,206,367    3,469,540

                                                      ----------   ----------
    Total liabilities and stockholders equity          6,015,546    6,202,646
                                                      ==========   ==========


       See accompanying notes to condensed unaudited financial statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>


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


                                             Reorganized        Predecessor          Reorganized          Predecessor
                                               Company            Company              Company              Company
                                            Three Months        Three Months          Nine Months          Nine Months
                                                Ended               Ended                Ended               Ended
                                            Sept 30, 2002       Sept 30, 2001        Sept 30, 2002       Sept 30, 2001

<S>                                             <C>                <C>                  <C>                 <C>
Revenue                                         $78,721            $79,537              $170,202            $398,448


Operating expenses                              122,886            226,860               493,161           1,199,670
Bankruptcy related expenses                      36,448            185,513               125,510           2,078,492
Depreciation and amortization expense            93,846            147,368               281,538             442,104
                                             ----------         ----------            ----------          ----------
Operating loss                                 (174,459)          (480,204)             (730,007)         (3,321,818)


Interest and other income (expense)             (20,883)               516                27,655           (573,257)
Income tax expense                                 --                  --                    --                 --
                                             ----------         ----------            ----------          ----------
Net loss                                      ($195,342)         ($479,688)            ($702,352)        ($3,895,075)
                                             ==========         ==========            ==========          ==========

 Basic and diluted net loss per common
share                                            ($0.01)            ($0.04)               ($0.04)             ($0.29)

Weighted average shares outstanding -
basic and diluted                            20,009,898         13,620,432            20,009,898          13,494,461


                           See accompanying notes to condensed unaudited financial statements.

                                                          4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



                                                            REORGANIZED COMPANY      PREDECESSOR COMPANY
                                                             NINE MONTHS ENDED        NINE MONTHS ENDED
                                                               SEPT 30, 2002            SEPT 30, 2001
                                                             -----------------        -----------------

Cash Flows from operating activities:
  <S>                                                          <C>                      <C>
  Net loss ..................................................   $  (702,352)             $(3,895,075)
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 .............................       281,538                  442,104
  Compensation expense related to issuance of equity
    security ................................................          --                     82,500
  Changes in operating assets and liabilities ...............       306,680                  579,260
                                                                -----------              -----------
  Net cash from operating operations ........................      (201,502)                  32,809
                                                                -----------              -----------
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 ..........................       202,394                   79,224
                                                                -----------              -----------
    Net cash provided by financing activities ...............       202,394                   79,224
                                                                -----------              -----------

  Increase (decrease) in cash ...............................           892                   46,436
  Cash, beginning of period .................................           808                    1,452
                                                                -----------              -----------
  Cash, end of period .......................................   $     1,700              $    47,888
                                                                ===========              ===========

Non-cash activities:
  Issuance of stock in exchange for debt ....................   $   430,000                     --
                                                                ===========              ===========


                    See accompanying notes to condensed unaudited financial statements.

                                                    5
</TABLE>

<PAGE>


                                 eNUCLEUS, INC.
        NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
                               September 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 next generation application delivery and managed hosting
company. Our target market is comprised of system integrators, web developers,
software providers and telecom resellers. Our core product offerings include
application delivery, managed hosting, high-speed Internet access and data
storage. Together, this offering provides our clients with a scaleable platform
for the development of their ebusiness initiatives without the extensive capital
outlay otherwise required.


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

                                       6

<PAGE>


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 September
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 nine months ended September 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 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 $702,000
during the nine month period ending September 30, 2002. During such period in
2002, net cash used in operating activities totaled $202,000 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 September 30, 2002, eNucleus has received approximately
$432,000 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 September
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.

                                       7

<PAGE>


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


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 September 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.

                                       8

<PAGE>
<TABLE>
<CAPTION>


         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:

                                       Predecessor  Reorganization    Fresh-start      Reorganized
                                         Company          Plan        Adjustments        Company
                                         Oct. 31,     Adjustments                        Oct. 31,
                                          2001                                             2001

ASSETS:

<S>                                   <C>           <C>              <C>            <C>
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
                                      ============    ============    ============    ============

     (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.

                                       9
</TABLE>

<PAGE>


NOTE 5.   FINANCING ARRANGEMENTS

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

          Reorganized Company--
              Senior Secured Notes Payable                715,926
              Bank Note Payable                           496,698
              Junior Secured Note Payable                 500,000
              Tax Claim Notes Payable                     219,495
              Duke-Weeks Note Payable                     141,951
                                                    --------------
                                                        2,074,070
          Less current maturities                       (692,212)
                                                    --------------
                                                        1,381,858
                                                    ==============


     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 September 30, 2002, eNucleus has received approximately
$432,000 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 September
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, nine 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.

                                       10

<PAGE>


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 September
30, 2002, the Company has issued 13.3 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 3.3 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 September 30, 2002, eNucleus has received approximately $432,000 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 September 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 3.3 million shares of common stock on
account of the borrowings to date.

     In October, 2001, and as amended on August 22, 2002, 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,

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<PAGE>


Georgia. The lease provides for monthly payments of approximately $14,000, as
amended, and expires in 2008. In conjunction with entering into this lease,
eNucleus provided 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.


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 next generation application delivery and managed hosting
company. Our target market is comprised of system integrators, web developers,
software providers and telecom resellers. Our core product offerings include
application delivery, managed hosting, high-speed Internet access and data
storage. Together, this offering provides our clients with a scaleable platform
for the development of their ebusiness initiatives without the extensive capital
outlay otherwise required.

     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

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<PAGE>


defaults under our data center lease and the landlord's attempts to seize
Company assets, we filed a voluntary petition for reorganization under Chapter
11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division. We continued to operate as a
debtor-in-possession under the supervision of the Bankruptcy Court. On November
6, 2002, the Company's Plan of Reorganization was confirmed thereby enabling the
Company to successfully emerge from its Chapter 11 reorganization. Pursuant to
the confirmed Plan of Reorganization, among other things, holders of certain
allowed claims 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 third quarter 2002, revenues were $79,000 compared to
$80,000 in the third quarter 2001. 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 third quarter 2002, operating expenses
decreased approximately $104,000 to $123,000 from $227,000 in the third 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 third 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 third quarter 2002 as compared to
$147,000 in the third 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 September 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
third quarter 2002 represents interest accruing on post-petition borrowings.

     Net loss. Our net loss decreased $285,000 to $195,000 in the third quarter
2002 compared to a loss of $480,000 in the third quarter 2001. Excluding the
impact of the bankruptcy related expenses, net loss was $159,000 in the third
quarter 2002 compared to a loss of $295,000 in the third quarter of 2001. As
discussed above, this decrease in loss is attributable to the Company's efforts
in downsizing and cost-containment.

                                       13

<PAGE>


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
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 $702,000
during the nine month period ending September 30, 2002. During such period in
2002, net cash used in operating activities totaled $202,000 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 September 30, 2002, eNucleus has received approximately
$432,000 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 September
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 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.

     On October 28, 2002, the Company executed a private placement commitment to
purchase $5 million of the Company's common stock with Cornell Capital Partners
("Cornell"), a New Jersey-based domestic investment fund. Pursuant to the terms
of the funding agreements with Cornell, the Company has the right, but not the
obligation, to require Cornell to purchase shares of the company's common stock
in amounts up to $300,000 per month to a maximum of $5 million over the next 24
months. Such equity drawdowns are entirely at the discretion of the Company and
there are no minimum drawdowns required by the Company. The drawdowns are
subject to an effective registration statement with the United States Securities
and Exchange Commission covering the resale of 10.0 million shares, which was
initially filed on November 7, 2002.

     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.

                                       14

<PAGE>


CRITICAL ACCOUNTING POLICIES

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


Item 3.   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.

Item 4.   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-QSB he has concluded that the 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

     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

                                       15

<PAGE>


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 September 30, 2002, the Company
has issued 13.3 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.

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


     (B) Reports on Form 8-K.

          On November 7, 2002 the Company filed a Form 8-K regarding the
          execution of a $5 million private placement commitment.







                                    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:    November 14, 2002                  /s/  JOHN C. PAULSEN
                                            -----------------------------------
                                                 John C. Paulsen,
                                                 Chief Executive Officer
                                                 (principal executive
                                                 and financial officer)

                                       16

<PAGE>


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

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


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

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

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

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

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

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

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

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

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

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

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

                                            eNUCLEUS, INC.

Date:    November 14, 2002                  /s/  JOHN C. PAULSEN
                                            -----------------------------------
                                                 John C. Paulsen,
                                                 Chief Executive Officer
                                                 (principal executive
                                                 and financial officer

                                       17