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 September 30, 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)                       (IRS 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 September 30, 2004, the number of common stock shares outstanding is
approximately 26,753,930 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 September 30, 2004 (Unaudited)
     and December 31, 2003.

o    Condensed Consolidated (Unaudited) Statements of Operations for the three
     months ended September 30, 2004, September 30, 2003, the nine months ending
     September 30, 2004 and the nine months ending September 30, 2003.

o    Condensed Consolidated (Unaudited) Statements of Cash Flows for the nine
     months ended September 30, 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

                                       2

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                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                          Restated
                                       eNUCLEUS, INC.
                            CONDENSED CONSOLIDATED BALANCE SHEETS


                                                  September 30, 2004     December 31, 2003
                                                         (unaudited)

<S>                                                     <C>                   <C>
ASSETS:
Current Assets
Cash                                                    $    512,245          $         78
Accounts receivable                                          536,293(1)               --
Notes Receivable                                                --  (2)        --
Other current assets                                         323,371(3)             16,039
                                                        ------------          ------------
Total current assets                                       1,371,909                16,117
                                                        ------------          ------------
Property and equipment, net                                1,674,915(4)             19,786
Goodwill and other intangibles, net                        1,201,113(5)               --
Other assets                                                 200,000(6)              --
                                                        ------------          ------------
Total assets                                            $  4,447,937          $     35,903
                                                        ============          ============
LIABILITIES & STOCKHOLDERS' EQUITY:
Current Liabilities
Notes payable                                           $     66,180          $    156,861
Accounts payable                                             689,128                42,792
Accrued expenses                                           1,075,026(7)            267,613
                                                        ------------          ------------
Total current liabilities                                  1,830,334               467,266
                                                        ------------          ------------
Long term liabilities                                        345,246               345,246
                                                        ------------          ------------
Total Liabilities                                       $  2,175,580          $    812,512
                                                        ------------          ------------

Preferred stock $0.001 par value, 10,000,000 shares
Authorized:
  Series A -- 1,453,779 shares issued and outstanding           --                   1,454
                                                                              ------------

Common stock, $0.001 par value, 100,000,000 shares
Authorized: 26,108,837 and 9,527,938 shares issued

and outstanding, respectively                                 26,754(8)              9,528
Additional paid-in capital                                10,888,835(9)          8,624,742
Accumulated deficit                                       (8,643,232)           (9,412,333)
                                                        ------------          ------------
Total stockholder's equity                                 2,272,357             (776,609)
                                                        ------------          ------------
Total liabilities and stockholders' equity              $  4,447,937          $     35,903
                                                        ============          ============

Notes to restatements:
(1)  Net reduction of $357,025 consisting of a) write off of bad debt at YE 2003
     -$16,900; b) reclassification of a certain accounts receivable to other
     assets as an investment -$100,000; and c) reclassified a receivable
     assigned to PrimeWire in settlement of a dispute to intangible assets
     -$240,000.
(2)  Transfer of $250,000 note payable to Prime Wire for partial settlement
     related to asset purchase agreement.
(3)  Write off of $25,000 of Prepaid barter at yearend 2003, and reclassified
     funding expenses to 4th quarter +$35,242.


                                       3
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<PAGE>



(4)  Downward adjustment of $784,749 consisting of a) additional depreciation of
     -$14,578 in the 1st quarter, -$4,676 in the 2nd quarter, and +$37,118 in
     the 3rd quarter; b) revaluation of software assets acquired with TAK
     Industries asset purchase +$86,330; and c) reclassification of software to
     intangible assets -$888,943.
(5)  Increased Goodwill and other intangibles by $125,567 as a result of a)
     write off of impaired goodwill from the acquisition of Frontier Pte Ltd
     -$1,674,622; b) reclassification of account receivable assigned to
     PrimeWire in settlement +$240,125; c) reclassification of a note receivable
     to PrimeWire in settlement +$250,000; d) reclassification of software from
     fixed assets +$888,943; e) accrued liability for PrimeWire settlement
     +$400,000, f) reclassification from other assets concerning PrimeWire
     +$200,000; g) Frontier acquisition common stock grant not booked +$102,000;
     and h) additional depreciation expense for 3rd quarter -$280,879.
(6)  Other assets decreased $100,000 by a) transferring a long term receivable
     to PrimeWire for partial settlement related to asset purchase agreement
     +$100,000 and b) reclassifying a certain receivable to Other assets
     -$200,000.
(7)  Increase of $371,583 consisting of: a) +$400,000 for Prime Wire settlement
     accrual, b) tax adjustment of -$40,917; and c) +$12,500 audit fee accrual
(8)  Increased due to adjusting entries of a) $445 booked in wrong quarter, and
     b) $200 to adjust Frontier stock issued for acquisition.
(9)  Increase of $518,821 attributed to a) revaluation of stock transactions in
     2003 +$274,500; b) employee compensation reclassifications from 1st quarter
     of 2004 -$30,000; c) revaluation of acquired Frontier Pte Ltd +$20,949, d)
     revaluation of TAK Industries software assets +$86,330, e) ) Frontier
     acquisition common stock grant not booked +$101,800; f) reversal of common
     stock valuation adjustment +$30,000; and g) reclassification of funding
     expenses to 4th quarter +$35,242.



       See accompanying notes to condensed unaudited financial statements.

                                        3(a)

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<CAPTION>


                                                          Restated
                                                       eNucleus, Inc.
                                       Condensed Consolidated Statements of Operations
                                                         (Unaudited)


                                                Three Months,        Three Months,        Nine Months,         Nine Months,
                                                    Ending              Ending               Ending               Ending
                                                September 30,        September 30,        September 30,        September 30,
                                                    2004                 2003                2004                 2003


<S>                                              <C>                 <C>                  <C>                  <C>
Revenue                                          $ 1,023,446         $    130,747         $  2,477,272         $    569,114
                                                 -----------         ------------         ------------         ------------

Operating expenses                                   554,765(1)           259,400            1,247,573              892,648
Stock based compensation
expense                                               80,000(2)              --                 80,000              242,000
Net reorganization                                      --                  8,500                  --                22,730
expense
Depreciation and amortization
expense                                              345,053(3)            37,486              398,302              112,459
                                                ------------         ------------         ------------         ------------
Operating Income (Loss)                               43,628             (174,639)             751,397             (700,723)
                                                ------------         ------------         ------------         ------------
Interest & Other Income
(expense)                                             17,724               13,852               17,705               (1,504)
Income tax expense                                        --                   --                   --                   --
                                                ------------         ------------         ------------         ------------

Net Income (loss)                               $     61,352         $   (160,787)         $    769,102         $  (702,227)
                                                ============         ============         ============         ============
Basic diluted net loss common
share                                           $       0.00         $      (0.03)        $       0.04         $      (0.02)
                                                ============         ============         ============         ============

Weighted average shares
outstanding - basic and diluted                   24,286,796            4,825,838           19,411,762            4,287,291
                                                ============         ============         ============         ============

Notes for restatements:
(1)  Additional $12,500 in audit accrual
(2)  Additional $110,000 for reclassified employee compensation and associated
     revaluation of such stock
(3)  Revalue fixed assets and change in life years for a net increase of
     $243,761

                            See accompanying notes to condensed unaudited financial statements.


                                                             4
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<CAPTION>


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



                                                            Nine Months    Nine Months
                                                              Ending         Ending
                                                            September 30,  September 30,
                                                               2004           2003

<S>                                                         <C>            <C>
Cash flow from operating activities                         $   769,102    $  (702,227)

Net loss
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities
     Depreciation and amortization expense                      398,302        112,459
     Compensation expense related to issuance of equity
     securities                                                  80,000        242,000
     Changes in operating assets and liabilities             (2,201,689)       229,893
                                                            -----------    -----------
Net cash used in operating activities                          (954,285)      (117,875)

Cash flow from investing activities
     Capital expenditures                                       (13,237)       (21,271)
                                                            -----------    -----------
Net cash used in investing activities                           (13,237)       (21,271)
                                                            -----------    -----------

Cash flow from financing activities
     Borrowings (repayments) on Notes Payable, net              (90,681)       134,353
     Proceeds from sale of preferred stock                      325,000           --
     Proceeds from sale of common stock                       1,245,370           --
                                                            -----------    -----------
Net cash provided by financing activities                     1,479,689        134,353
                                                            -----------    -----------
Increase (decrease) in cash                                     512,167         (4,793)
Cash, beginning of period                                            78          4,932
                                                            -----------    -----------
Cash, end of period                                         $   512,245    $       139
                                                            ===========    ===========

Non cash investing and financing activities:
     Stock issued to affect acquisition                     $   317,500           --
     Fair value of tangible assets acquired                     570,683           --
     Fair value of liabilities assumed                          713,440           --
     Issuance of stock in exchange of debt                         --      $   140,000
                                                            ===========    ===========


                                           5
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<PAGE>


                                 eNUCLEUS, INC.
        NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
                               September 30, 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 in four 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.

On May 28, 2004 eNucleus, Inc. through one of its subsidiaries Supply Chain
ASPx, Inc. (collectively the "Company") purchased substantially all the assets
of Tak Group, Inc. ("Tak Group"). The Acquisition was effected pursuant to an
Asset Purchase Agreement between the Company, Tak Group and the holders of the
capital stock of Tak Group (the "Shareholders") dated May 28, 2004 (the
"Purchase Agreement"). Subject to the terms and conditions of the Purchase
Agreement, Tak Group received 650,000 shares of eNucleus common stock.
Additionally, Tak Group has the ability to earn an additional 150,000 shares if
they meet certain milestones within 12 months of the close of the transaction.


On July 1, 2004 the company created a wholly owned subsidiary, eNucleus India,
Inc. as a software and professional services organization operating in India.
Pursuant to an asset acquisition, eNucleus India acquired an eGovernance
software suite designed to meet the management and accounting requirements for
government entities. Consideration paid consisted of 50,000 shares of eNucleus
common stock and the assignment of certain contracts referred to in the
company's second quarter 10Q report.


On August 1, 2004 eNucleus, Inc. acquired Frontier Technologies, Inc., a
Singapore-based software and professional services company, formerly owned and
operated by Applitech Solutions, Inc. Under the terms of the agreement, Frontier
shareholders will receive eNucleus common stock based on an earn-out of three
and one-half times 2005 net income, payable quarterly.

NOTE 2.   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include
eNucleus, Inc. and its wholly owned subsidiaries Financial ASPx, Inc., Alliance
Net, Inc., Supply Chain ASPx, Inc., eNucleus India, Inc., and Frontier
Technologies, 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.

                                       6

<PAGE>


Operating results for the three months ended September 30, 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.

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 four most recent acquisitions and we have raised
$1,245,370 in common equity and $325,000 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


Accounts Receivable consists of $163,459 for eNucleus Inc. and $372,834 for the
newly acquired Frontier Technologies Inc.


During the third quarter of 2004, we completed a software licensing agreement
for the use of the PrimeWire benefits administration application platform with
Back Office Partners for $1,250,000 of which we are currently recognizing
$250,000.

During the third quarter of 2004, we also realized $150,000 for a software
licensing agreement for the use of the Tak Group's TAKLink application platform
with Summit Software, Inc.


Other Long Term Assets of $200,000 represents amounts which are payable to the
company beyond the current reporting period. In exchange for software and
services performed by the company


                                       7

<PAGE>


NOTE 5.   FINANCING ARRANGEMENTS


As of September 30, 2004 the Company's total long-term debt outstanding was as
follows:

                Tax Claim Notes Payable                 219,474
                Other Notes Payable                     191,952

                                                      ---------

                                                        411,426
           Less current maturities                     (66,180)

                                                      ---------
                                                      $ 345,246
                                                      =========

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 an up front payment 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 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.


At the beginning of the quarter the company had 22,496,160 common shares
outstanding.

During the third quarter 250,000 shares were issued to facilitate the
acquisition of software; 2,777,777 shares were issued to common stock
purchasers; 92,593 shares were issued for warrants exercised; 266,400 shares
issues for employment services; and 871,000 shares were issued pursuant to the
company's reorganization plan.

As of September 30, 2004 the Company had approximately 26,753,930 common shares
issued and outstanding. The company has 6,000,000 common stock warrants with
2,500,000 exercisable at $0.20 per share, 1,000,000 exercisable at $1.00 per
share and 2,500,000 exercisable at $0.60 per share. Additionally, there are
outstanding unvested options to purchase 3,750,000 shares of eNucleus common
stock at a weighted average price of $0.22 per share which will vest over a
three year period beginning November 6, 2004.


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

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

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


                                       8

<PAGE>


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.

On May 28, 2004, the Company, through its' wholly-owned subsidiary, Supply Chain
ASPx, Inc., acquired the operating assets and assumed the operating liabilities
of TAK Acquisition Co. a company that provides internet enabled solutions to
suppliers, marketers and customers in the petroleum business. The results of
operations for TAK Acquisition Co. have been included in the financial
statements of the Company from the date of acquisition. The acquisition has been
accounted for using the purchase method as follows:

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

The Company paid for this acquisition by issuing to the vendor, common stock and
common stock options in the total amount of $380,830. In addition, the TAK Group
has the ability to earn an additional 150,000 shares if they meet certain
milestones within the first twelve months.

On July 1, 2004 the company created a wholly owned subsidiary, eNucleus India,
Inc. as a software and professional services organization operating in India.
Pursuant to an asset acquisition, eNucleus India acquired an eGovernance
software suite designed to meet the management and accounting requirements for
government entities. Consideration paid consisted of 50,000 shares of eNucleus
common stock and the assignment of certain the Genesis Travel contracts referred
to in the company's second quarter 10Q report.

On August 1, 2004, the Company purchased all of the issued and outstanding stock
of Frontier Technologies Inc. a Singapore-based company formerly owned and
operated by Applitech Solution, Ltd., that provides IT professional services and
solutions for business. The results of operations for Frontier Technologies have
been included in the financial statements of the Company from the date of
acquisition. The acquisition has been accounted for using the purchase method as
follows:

          --------------------------------------------- --------------
          Property and equipment                        $  19,534
          --------------------------------------------- --------------
          Intangible assets                               447,904
          --------------------------------------------- --------------
          Accounts payable                               (365,438)
                                                         --------
          --------------------------------------------- --------------
          --------------------------------------------- --------------
                                                        $ 102,000
                                                        ---------
          --------------------------------------------- --------------

              The Company paid for this acquisition by issuing to the vendor,
common stock in the amount of $102,000. Frontier is also entitled to receive
additional stock based on an earn-out of three and a half times the 2005 net
income.

                                       9

<PAGE>


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

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

We presently earn revenues from the following product and service offerings:
application delivery, licensing, data storage, monitoring, customization 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

                                       10

<PAGE>


or on a recurring fixed-price basis. Operating expenses consist primarily of
direct labor and benefits, subcontracted labor, managed services, commissions,
and advertising. 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.

RESULTS OF OPERATIONS

Revenue. For the third quarter 2004, revenue increased approximately $892,000 or
681% to $1,023,000 from $131,000 in the third quarter 2003. Revenue for the nine
months ending September 30, 2004 increased approximately $1,908,000 or 335% to
$2,477,000 from $569,000 in the nine months ending September 30, 2003.


Operating expenses. For the third quarter 2004, operating expenses increased
approximately $296,000 to $555,000 from $259,000 in the third quarter 2003. For
the first nine months of 2004, operating expenses increased approximately
$355,000 to $1,248,000 from $893,000 in the first nine months 2003. The majority
of the increase relates to the salaries and other operating expenses associated
with the eNucleus India, Inc. and Frontier Technologies, Inc. acquisitions and
the addition of corporate personnel.


Stock based compensation and expenses. During 2004 and 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
increased $308,000 to $345,000 in the third quarter of 2004 as compared to
$37,000 in the third quarter of 2003.


Interest and other expenses in the third quarter 2003 represents interest
accruing on post-petition borrowings offset by a $22,000 adjustment reflected
from a settlement in interest due and payable achieved with one of our
creditors.


Net Income. Our third quarter of 2004 resulted in net income of $ 61,000. Our
net loss in the third quarter 2003 was $161,000. 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
approximately $486,000 in the third 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 four most recent acquisitions and raised $1,245,370 in
common equity and $325,000 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

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high-yield financing vehicles, short or long-term borrowings or the issuance of
equity securities. There can be no assurances that management' 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.

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.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

Our common stock is traded on the NASDAQ OTC Bulletin Board (OTCBB) under the
symbol ENUI. Prior to December 2003, our stock was traded under the symbol ENCU.
A public trading market having the characteristics of depth, liquidity and
orderliness depends upon the existence of market makers as well as the presence
of willing buyers and sellers, which are circumstances over which we do not have
control. As of September 30, 2004 the Company has approximately 26,108,837
shares issued and outstanding and 6,462,962 common stock warrants with 2,500,000
exercisable at $0.20 per share, 462,962 exercisable at $0.30 per share, 1,000,00
exercisable at $1.00 per share and 2,500,000 exercisable at $0.60 per share.
Additionally, there are outstanding unvested options to purchase 3,650,000
shares of eNucleus common stock at a weighted average price of $0.22 per share
which will vest over a three year period beginning November 6, 2004.

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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. As of the date of this
filing, there were no outstanding shares of eNucleus 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.


At the beginning of the quarter the company had 22,496,160 common shares
outstanding.

During the third quarter 250,000 shares were issued to facilitate the
acquisition of software; 2,777,777 shares were issued to common stock
purchasers; 92,593 shares issues for warrants exercised; 266,400 shares issued
for employment services; and 871,000 shares were issued pursuant to the
reorganizion plan.

As of September 30, 2004 the Company has approximately 26,753,930 common shares
issued and outstanding. Additionally, the company has 6,000,000 common stock
warrants with 2,500,000 exercisable at $0.20 per share, 1,000,000 exercisable at
$1.00 per share and 2,500,000 exercisable at $0.60 per share. Additionally,
there are outstanding unvested options to purchase 3,750,000 shares of eNucleus
common stock at a weighted average price of $0.22 per share which will vest over
a three year period beginning November 6, 2004.


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

     None

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.

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

     (B) Reports on Form 8-K.

     On October 29, 2004, a Form 8-K was filed announcing an August 13, 2004
Stock Purchase Agreement and a Registration Rights Agreement by and between
Barron Partners, L.P. and eNucleus, Inc.

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                                    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