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 June 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)                    (I.R.S. Employer Identification No.)


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


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


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

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

As of June 30, 2004, the number of common stock shares outstanding is
approximately 22,496,160 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 June 30, 2004 (Unadudited)
          and December 31, 2003.

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

     o    Condensed Consolidated (Unaudited) Statements of Cash Flows for the
          six months ended June 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

<PAGE>
<TABLE>
<CAPTION>


PART I

                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


                                    Restated
                                 eNUCLEUS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                          June 30,     December 31,
                                                            2004           2003
                                                         (unaudited)
ASSETS:
<S>                                                     <C>            <C>
Current Assets
Cash                                                    $    12,209    $        78
Accounts receivable                                         983,218(1)        --
Other current assets                                         98,169(2)      16,039
                                                        -----------    -----------
Total current assets                                      1,093,596         16,117
                                                        -----------    -----------

Property and equipment, net                                 804,289(3)      19,786
Goodwill and other intangibles, net                            --  (4)        --
Other assets                                                200,000           --
                                                        -----------    -----------
Total assets                                            $ 2,097,885    $    35,903
                                                        ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable                                           $   156,861    $   156,861
Accounts payable                                            185,201         42,792
Accrued expenses                                            504,047(5)     267,613
                                                        -----------    -----------
Total current liabilites                                    846,109        467,266
                                                        -----------    -----------

Long term liabilities                                       345,246        345,246
                                                        -----------    -----------
Total Liabilities                                         1,191,355        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, 22,496,160 and 9,527,938 shares issued
and outstanding, respectively                                22,496(7)       9,528
Additional paid-in capital                                9,588,618(8)   8,624,742
Accumulated deficit                                      (8,704,584)    (9,412,333)
                                                        -----------    -----------

Total stockholder's equity                                  906,530       (776,609)
                                                        -----------    -----------

                                                        -----------    -----------
Total liabilities and stockholders' equity              $ 2,097,885    $    35,903
                                                        ===========    ===========

Notes for restatements:
(1)  Write off of $16,900 of bad debt at yearend 2003
(2)  Write off of $25,000 of Prepaid barter at yearend 2003
(3)  Additional depreciation expense 1st quarter of $14,578 and 2nd quarter of
     $4,676, total adjustment of $19,254.
(4)  Write off of $1,674,622 of impaired good will at yearend 2003
(5)  Booking error adjustment of $40,917 for tax accrual and employee
     compensation
(6)  Reduction for preferred shares not issued of $140, and preferred share
     correction of +$2, for net change of -$138.
(7)  Increase by $336 due to correct shares issued previously booked in wrong
     period.
(8)  Increase of $185,686 consisting of: revaluation of 2003 stock transaction
     +$274,500; employee stock compensation reclassified to 3rd quarter -
     $80,000; reversal of employee stock compensation in 1st quarter - $30,000;
     and revaluation of common stock transactions +21,186.

        See accompanying notes to condensed unaudited financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



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

                                           Three Months,   Three Months,    Six Months,     Six Months,
                                              Ending         Ending           Ending          Ending
                                             June 30,       June 30,         June 30,        June 30,
                                               2004           2003             2004            2003


  <S>                                      <C>             <C>             <C>             <C>
  Revenue                                  $    825,469    $    226,553    $  1,453,826    $    438,367
                                           ------------    ------------    ------------    ------------


  Operating expenses                            469,448(1)      318,228         692,808         624,748
  Stock based compensation expense                 --            94,000            --           242,000
  Net reorganization expense                       --            15,265            --            22,730
  Depreciation and amortization expense          37,569(2)       37,487          53,249          74,973
                                           ------------    ------------    ------------    ------------

  Operating Income (Loss)                       318,452        (238,427)        707,769        (526,084)
                                           ------------    ------------    ------------    ------------

 Interest & Other Income (expense)                  (59)         (7,066)            (19)        (15,356)

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

 Net Income (loss)                         $    318,393    $   (245,493)   $    707,750    $   (541,440)
                                           ============    ============    ============    ============

  Basic diluted net loss common share      $       0.02    $      (0.01)   $       0.04    $      (0.01)
                                           ============    ============    ============    ============

  Weighted average shares outstanding
  - basic and diluted                        20,057,179       4,428,859      16,945,988       4,013,554
                                           ============    ============    ============    ============

Notes for restatements:
(1)  Reclassify employee compensation from 1st quarter 2004 and revalue stock
     expense
(2)  Revalue fixed assets and change in life years for a net change of $4,676



See accompanying notes to condensed unaudited financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



                                                                       Six Months     Six Months
                                                                         Ending         Ending
                                                                        June 30,       June 30,
                                                                          2004           2003

<S>                                                                   <C>            <C>
Cash flow from operating activities                                   $   707,750    $  (541,440)

Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
  Depreciation and amortization expense                                    53,249         74,973
  Compensation expense related to issuance of equity securities              --          242,000
  Changes in operating assets and liabilities                          (1,237,822)       139,225
                                                                      -----------    -----------
Net cash used in operating activities                                    (476,823)       (85,242)

Cash flow from investing activities
  Capital expenditures                                                     (6,416)       (21,271)
                                                                      -----------    -----------
Net cash used in investing activities                                      (6,416)       (21,271)
                                                                      -----------    -----------

Cash flow from financing activities
  Proceeds from notes payable, net                                           --          108,894
  Proceeds from sale of preferred stock                                   325,000           --
  Proceeds from sale of common stock                                      170,370           --
                                                                      -----------    -----------
Net cash provided by financing activities                                 495,370        108,894
                                                                      -----------    -----------
Increase (decrease) in cash                                                12,131          2,381
Cash, beginning of period                                                      78          4,932
                                                                      -----------    -----------

Cash, end of period                                                   $    12,209    $     7,313
                                                                      ===========    ===========

Non cash investing and financing activities:
  Stock issued to affect acquisition                                  $   292,500
  Fair value of tangible assets acquired                                  144,760
  Fair value of liabilities assumed                                       122,347
                                                                      ===========


</TABLE>

<PAGE>


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

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. and Supply Chain ASPx. 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

<PAGE>


presentation of the current period. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included.

Operating results for the three months ended June 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 two most recent acquisitions and have raised
$170,370 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

During the second quarter of 2004, we completed a software licensing agreement
for the use of the PrimeWire benefits administration application platform with
Genesis Travel, Inc. Under the terms of the agreement, eNucleus will receive an
upfront fee of $450,000 and a monthly per user fee of $3.25. The upfront payment
under the license agreement was recorded as revenue in this quarter. Any royalty
payments received will be recorded as revenue when earned.

During the second quarter of 2004, we also completed a software licensing
agreement for the use of the Tak Group eOil application platform with
Consolidated Golf Resources, Ltd. Under the terms of the agreement, eNucleus
will receive an upfront fee of $125,000 plus customization cost as well as a
variable monthly per user fee. The fixed payment under the license agreement was
recorded in this second quarter. Any royalty payments received will be recorded
as revenue when earned.

The other long term asset of $200,000 is representative of amounts which are due
more then 12 months beyond the current reporting period.

<PAGE>


NOTE 5.   FINANCING ARRANGEMENTS

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


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



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

Other notes payable include a 3-year note payable to a previous landlord of the
Company in the amount of its total allowed claim of approximately $142,000.
Monthly payments of $1,000 are due with the first payment in each year due of
$10,000. The final payment will include the remaining outstanding principal plus
accrued interest. Payments bringing this note current have been made subsequent
to quarter end. Also included in other notes payable is a note agreement the
Company and certain unrelated third parties reached, whereby $90,681 would be
loaned to eNucleus for the consummation of its restructuring. This note is
currently being negotiated to equity under current market values. Also included
in other notes payable is a note payable to a unsecured claimant prior to the
Company's filing of bankruptcy, who in accordance with the Plan of
Reorganization, elected to take a Junior Secured Note on the portion of the
unsecured claim. Such note accrues interest at 12% per annum with principal and
interest due in twenty-four months from the date of issuance. No payments have
been made against this note.



NOTE 6.   STOCKHOLDERS' EQUITY

The Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of common stock, par value $.001 per share, and 20,000,000
shares of preferred stock, par value $.001 per share.


At the beginning of the quarter the company had 17,719,333 common shares
outstanding and 277,778 preferred shares outstanding.

During the second quarter 2004, 358,889 shares of Series A preferred stock was
converted into 1,805,509 shares of common stock pursuant to a mandatory
conversion feature. During the second quarter 2004, 363,334 shares of Series B
preferred stock was converted into 925,928 shares of common stock pursuant to
a mandatory conversion feature.


<PAGE>


During the second quarter 2004, the Company privately sold 83,334 shares of
Series B preferred stock at a price of $0.90 per share along with a warrant to
purchase 277,777 shares of common stock at an exercise price of $0.30 per share.


During the second quarter 2004, the Company received $111,111 as consideration
for the exercise of warrants to acquire 1,111,113 shares of eNucleus common
stock.

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.


As of June 30, 2004 the Company has approximately 22,496,160 common shares and
137,778 Series B preferred shares issued and outstanding. Additionally, the
company has 2,500,000 Series A preferred warrants exercisable at $1.00 per
share.


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..



<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.


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


RESULTS OF OPERATIONS

          Revenue. For the second quarter 2004, revenue increased approximately
$598,000 or 263% to $825,000 from $227,000 in the second quarter 2003. Revenue
for the six months ending June 30, 2004 increased approximately $1,016,000 or
232% to $1,454,000 from $438,000 in the six months ending June 30, 2003.

<PAGE>


          Operating expenses. For the second quarter 2004, operating expenses
increased approximately $151,000 to $469,000 from $318,000 in the second quarter
2003. For the first and second quarter 2004, operating expenses increased
approximately $68,000 to $693,000 from $625,000 in the first and second quarter
2003. The majority of the increase relates to the salaries and other operating
expenses associated with the Tak acquisition.

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


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


          Depreciation and amortization expense. Depreciation and amortization
expense increased $1,000 to $38,000 in the second quarter of 2004 as compared to
$37,000 in the second quarter of 2003.


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


          Net Income. Our second quarter of 2004 resulted in net income of
$318,000. Our net loss in the second quarter 2003 was $245,000. Excluding the
impact of certain non-cash and non-recurring expenses, including the bankruptcy
related expenses, and depreciation, earnings were $407,327 in the second 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 two most recent acquisitions and raised $170,370
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.

<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, 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.

<PAGE>


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 June 30, 2004 the Company has approximately
22,149,568 shares issued and outstanding and 500,000 Series A preferred warrants
exercisable at $1.00.

The Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of common stock, par value $.001 per share, and 20,000,000
shares of preferred stock, par value $.001 per share. The first series of
preferred stock has been defined as the Series A Convertible Preferred Stock.
Such series is convertible into common stock at a conversion rate of 5 shares of
common stock for each share of Series A Preferred Stock. The Series A also
contains a mandatory conversion feature upon a future reverse stock split or an
increase in the number of authorized shares of Common Stock. The second series
of preferred stock has been defined as the Series B Convertible Preferred Stock.
This Series B is convertible into 3.33 shares of common stock per share of
preferred stock. 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 17,719,333 common shares
outstanding and 277,778 preferred shares outstanding.

During the second quarter 2004, 358,889 shares of Series A preferred stock was
converted into 1,812,009 shares of common stock pursuant to a mandatory
conversion feature. During the second quarter 2004, 277,778 shares of Series B
preferred stock was converted into 925,928 shares of common stock pursuant to
a mandatory conversion feature.

During the second quarter 2004, the Company privately sold 83,334 shares of
Series B preferred stock at a price of $0.90 per share along with a warrant to
purchase 277,777 shares of common stock at an exercise price of $0.30 per share.


During the second quarter 2004, the Company received $111,111 as consideration
for the exercise of warrants to acquire 1,111,113 shares of eNucleus common
stock.

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

<PAGE>


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.


As of June 30, 2004 the Company has approximately 22,496,160 common shares
issued and outstanding. Additionally, the company has 2,500,000 Series A
preferred warrants exercisable at $1.00 per share.



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.

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

<PAGE>




                                    SIGNATURE

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



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