SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2003

                                       OR

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

             For the Transition period from __________ to __________

                         COMMISSION FILE NUMBER 0-14039

                                 eNUCLEUS, INC.
                  --------------------------------------------
                 (Name of Small Business Issuer in its charter)



            DELAWARE                                     11-2714721
 -----------------------------               ----------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of corporation or organization)

                           4000 Main Street, Suite 215
                              Bay Harbor, MI 49770
                     --------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (231) 439-2708

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

   As of September 30, 2003, the number of common stock shares outstanding was
                        approximately 48,258,000 shares.


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

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                                                                          Page 1

<PAGE>


 PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

                                                                            Page

          Condensed Consolidated Balance Sheets as of
          September 30, 2003 (Unadudited) and December 31, 2002.             3

          Condensed Consolidated (Unaudited) Statements of
          Operations for the three months ended September 30,
          2003 and 2002 and the nine months ended September 30,
          2003 and 2002                                                      4

          Condensed Consolidated (Unaudited) Statements of
          Cash Flows for the nine months ended September 30,
          2003 and 2002                                                      5

          Notes to Condensed Consolidated (Unaudited) Financial
          Statements.                                                        6


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS                                              9


                                     PART II
                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                  12

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS                          13

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                    13

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                13

ITEM 5.   OTHER INFORMATION                                                  13

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                   14

FORM 10-QSB SIGNATURE PAGE                                                   14

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                                                                          Page 2

<PAGE>
<TABLE>
<CAPTION>


PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

                                    eNUCLEUS, INC.
                         CONDENSED CONSOLIDATED BALANCE SHEETS



                                                       September 30,     Dec 31, 2002
                                                        -----------       -----------
                                                           2003
                                                        (unaudited)
ASSETS:
Current assets:
<S>                                                    <C>            <C>
Cash                                                   $       139        $     4,932
Accounts receivable                                         50,268             54,893
Other current assets                                        26,108             37,974
                                                       -----------        -----------
Total current assets                                        76,515             97,799
                                                       -----------        -----------

Property and equipment, net                                400,242            491,430
Goodwill and other intangibles, net                      1,674,622          1,771,274
                                                       -----------        -----------
Total assets                                           $ 2,151,379        $ 2,360,503
                                                       -----------        -----------

LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
Notes payable                                          $   801,791        $   425,540
Accounts payable                                           351,714            272,798
Accrued expenses                                           582,090            452,161
                                                       -----------        -----------
Total current liabilities                                1,735,595          1,150,499
                                                       -----------        -----------
Long term liabilities                                      345,246            867,689
                                                       -----------        -----------
Total liabilities                                        2,080,841          2,018,188
                                                       -----------        -----------

STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 100,000,000 shares          48,258             33,263
authorized, shares issued and outstanding 48,258,384
and 33,262,872, respectively
Additional paid-in capital                               6,684,529          6,269,074
Accumulated deficit
                                                        (6,662,249)        (5,960,022)
                                                       -----------        -----------

Total stockholders' equity                                  70,538            342,315
                                                       -----------        -----------

Total liabilities and stockholders' equity             $ 2,151,379        $ 2,360,503
                                                       -----------        -----------


          See accompanying notes to condensed unaudited financial statements.

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                                                                                Page 3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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



                                                  Three Months    Three Months    Nine Months     Nine Months
                                                     Ended           Ended           Ended           Ended
                                                  September 30,   September 30,   September 30,   September 30,
                                                      2003             2002           2003            2002

<S>                                               <C>             <C>             <C>             <C>
 Revenue                                          $    130,747    $     78,721    $    569,114    $    170,202


Operating expenses                                     259,400         122,886         892,648         496,161

Stock based compensation and expenses                     --              --           242,000            --

Bankruptcy related expense                               8,500          36,448          22,730         125,510

Depreciation and amortization expense                   37,486          93,846         112,459         281,538
                                                  ------------    ------------    ------------    ------------
Operating loss                                        (174,639)       (174,459)       (700,723)       (733,007)


Interest and other income (expense)                     13,852         (20,883)         (1,504)         27,655

Income tax expense                                        --              --              --              --
                                                  ------------    ------------    ------------    ------------
 Net loss                                         ($   160,787)   ($   195,342)   ($   702,227)   ($   705,352)
                                                  ============    ============    ============    ============

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

Weighted average shares outstanding - basic and
diluted                                             48,258,384      20,009,898      42,872,911      20,009,898


                       See accompanying notes to condensed unaudited financial statements.

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                                                                                                         Page 4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


                                                                            Nine Months Ended
                                                                     September 30,     September 30,
                                                                     -------------     -------------
                                                                         2003              2002
                                                                         ----              ----
<S>                                                                   <C>               <C>
Cash flow from operating activities                                   ($702,227)        ($702,352)
Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities

  Non cash reduction of debt                                               --             (87,368)

  Depreciation and amortization expense                                 112,459           281,538

  Compensation expense related to issuance of equity securities         242,000              --

  Changes in operating assets and liabilities                           229,893           306,680
                                                                      ---------         ---------

Net cash used in operating activities                                  (117,875)         (201,502)
                                                                      ---------         ---------

Cash flow from investing activities

  Capital expenditures                                                  (21,271)             --
                                                                      ---------         ---------

Net cash used for investing activities                                  (21,271)             --
                                                                      ---------         ---------

Cash flow from financing activities

  Proceed from notes payable, net                                       134,353           202,394
                                                                      ---------         ---------

Net cash provided by financing activities                               134,353           202,394
                                                                      ---------         ---------


Increase (decrease) in cash                                              (4,793)              892

Cash, beginning of period                                                 4,932               808

                                                                      ---------         ---------
Cash, end of period                                                   $     139         $   1,700
                                                                      =========         =========


                                                                      ---------         ---------
Issuance of stock for exchange of debt                                $ 140,000         $ 438,955
                                                                      =========         =========


                 See accompanying notes to condensed unaudited financial statements.

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                                                                                           Page 5
</TABLE>

<PAGE>


                                 eNUCLEUS, INC.
        NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
                               September 30, 2003



NOTE 1.   GENERAL

     eNucleus, Inc. ("Nucleus" or the "Company") is a next generation software
and managed hosting company. eNucleus' business strategy is to acquire companies
that have proprietary software applications that fulfill core and niche business
processes (i.e., Enterprise Resource Management ("ERP"), Customer Resource
Management ("CRM"), Integrated IP Communications, Sales Automation, Tracking) in
specific market verticals (i.e. Healthcare, Education, Distribution Services and
Financial Services). We are particularly focused on products that enjoy strong
customer loyalty and can be enabled for delivery over the Internet for a
recurring monthly fee on either a managed hosting or pure ASP basis.

     On 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.

     Subsequent to September 30 and pursuant to the Company's emergence from
bankruptcy, Scott Voss, the Company's President, left eNucleus to establish a
new company providing enhanced data center services. eNucleus management
anticipates entering a joint venture with this company that will permit eNucleus
customers to benefit from the enhanced managed hosting services of this
operation while minimizing the premium costs often associated with a dedicated
data center environment. Terms of this joint venture will be more fully
disclosed upon its completion.


NOTE 2.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements
include eNucleus, Inc. and its wholly owned subsidiaries eNucleus Pro, Inc. and
Alliance Net, Inc. The statements have been prepared in accordance with
generally accepted accounting principles in the United States for interim
financial information, the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. Certain amounts have been reclassified from the previously
reported financial statements in order to conform to the financial statement
presentation of the current period. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) considered
necessary for a fair presentation have been included.

     As a result of the confirmation of the Company's Plan of Reorganization on
November 6, 2001, we adopted fresh-start reporting as required by Statement of
Position 90-7 "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code" ("SOP 90-7"). Under fresh-start reporting, the Company's assets
and liabilities were adjusted to fair values and a reorganization value for the
entity was determined by the Company based upon the estimated fair value of the
enterprise before considering values allocated to debt to be settled in the
reorganization. The portion of the reorganization value which could not be
attributed to specific tangible or identified intangible assets for the
Reorganized Company is referred to as reorganization value in excess of amounts
allocable to identifiable assets and is reported as "Goodwill" in the financial
statements. Fresh-start reporting resulted in the creation of a new reporting
entity for accounting purposes (the "Company" or the "Reorganized Company") with
no accumulated deficit as of November 1, 2001. As a result of adopting SFAS No.
142, the goodwill recognized in fresh-start reporting will not be amortized, but
will be reviewed annually for impairment.

     Operating results for the nine months ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 2003. These financial statements should be read in

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                                                                          Page 6

<PAGE>


conjunction with our audited consolidated financial statements and footnotes for
the year ended December 31, 2002 that are included in our annual report on Form
10-KSB.

NOTE 3.   FINANCIAL RESULTS AND LIQUIDITY

     We continued to operate as a debtor-in-possession under the supervision of
the Bankruptcy Court. On November 6, 2003, eNucleus received its final decree
from the United States Bankruptcy Court for the Northern District of Illinois.

     Although the Plan resulted in a substantial reduction in debt, further
improvements in our liquidity position will be subject to the success of
initiatives we are undertaking to increase sales, reduce operating expenses and
the effects on our liquidity of market conditions in the industry. Our uses of
capital are expected to include working capital for operating expenses and
satisfaction of current liabilities, capital expenditures and payments on
outstanding debt facilities.

     As shown in our results of operations, we continue to incur losses from
operations. During the nine month period ended September 30, 2003, we incurred a
net loss of $702,000, of which approximately $378,000 relates to non-cash
charges for stock based compensation and expenses, bankruptcy related expenses
and depreciation and amortization charges. During 2002, we incurred a net loss
of $5.8 million for the year ending December 31, 2002, of which $4.5 million was
related to our restructuring and closing of our data center.

     The Company's continued existence is dependent on its ability to achieve
future profitable operations and its ability to obtain financial support. The
satisfaction of the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from operations and raise
capital to fund operations. There can, however, be no assurance that sufficient
cash will be generated from operations or that unanticipated events requiring
the expenditure of funds within its existing operations will not occur.
Management is aggressively pursuing additional sources of funds, the form of
which will vary depending upon prevailing market and other conditions and may
include high-yield financing vehicles, short or long-term borrowings or the
issuance of equity securities. There can be no assurances that management's
efforts in these regards will be successful. Under any of these scenarios,
management believes that the Company's common stock would likely be subject to
substantial dilution to existing shareholders. The uncertainty related to these
matters and the Company's bankruptcy status raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
adjustments that might result from the outcome of this uncertainty.

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


NOTE 4.   FRESH-START REPORTING

     In accordance with the provisions of Statement of Position 90-7 "Financial
Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"),
the Company adopted fresh-start reporting upon confirmation of the Company's
Plan of Reorganization. Under fresh-start reporting, the Company's assets and
liabilities were adjusted to fair values and a reorganization value for the
entity was determined by the Company based upon the estimated fair value of the
enterprise before considering values allocated to debt to be settled in the
reorganization. The portion of the reorganization value which could not be
attributed to specific tangible or identified intangible assets for the
Reorganized Company is referred to as reorganization value in excess of amounts
allocable to identifiable assets and is reported as "Goodwill" in the financial
statements. The adjustment of assets and liabilities to fair values is included
in net reorganization expense in the financial statements. Fresh-start reporting
resulted in the creation of a new reporting entity (the "Company") with no
accumulated deficit as of November 1, 2001. The goodwill recognized in
fresh-start reporting will not be amortized, but will be reviewed annually for

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                                                                          Page 7

<PAGE>


impairment in accordance with Statement of Financial Accounting Standards
("SFAS") No.142, "Goodwill and Other Intangible Assets." The Company determined
that the goodwill is not impaired as of September 30, 2003, however future
impairment of the recorded goodwill may result if actual results of operations
or changes in economic or industry conditions differ significantly from
assumptions used to derive the reorganization value.


NOTE 5.   FINANCING ARRANGEMENTS

As of September 30, 2003 the Company's debt outstanding included the following:


              Senior Secured Notes Payable               $  239,598
              Bank Notes Payable                            496,012
              Tax Claim Notes Payable                       219,475
              Other Notes Payable                           191,952
                                                         ----------
                                                          1,147,037
              Less current maturities                      (801,791)
                                                         $  345,246
                                                         ==========


     Upon confirmation of the Company's Plan of Reorganization, all of the
outstanding indebtedness was restructured. Pursuant to the Plan, the following
notes payables are outstanding.

     As part of our Plan of Reorganization, the Company entered into a borrowing
facility with Sunami Ventures, LLC ("Sunami") (a related party) for up to $1.5
million. Sunami shall receive on account of the borrowings, five shares of New
Common Stock for every dollar loaned and a Senior Secured Note for the amount of
the borrowings. As of September 30, 2003, eNucleus has received approximately $1
million of value under this facility the benefits of which have been used to
satisfy certain petitions resulting from the bankruptcy and post-petition
operating requirements. During 2002, Sunami agreed to convert approximately
$700,000 of their Senior Secured Note Payable into equity. During second quarter
2003, Sunami agreed to convert and additional $140,000 of their Note Payable
into equity.

     The Bank Notes Payable includes a note of $500,000 plus accrued interest
and attorney's fees which was restructured into a three year secured note in the
amount of the total allowed claim.. To date, the Company has paid $50,000 toward
the amount payment due and is currently in default of the restructure note. The
Company is in discussions with the bank on restructuring such remaining amounts
due. The note is secured by a first priority lien on all of the Company's
Litigation Claims and a second priority lien on all other assets of the Company.

     Holders of allowed tax claims, including the Internal Revenue Service and
certain state revenue agencies, 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. No payments have been made
against these notes.

     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. 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.

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                                                                          Page 8

<PAGE>


NOTE 6.   STOCKHOLDERS' EQUITY

     Pursuant to the Plan of Reorganization, the Company filed an Amended and
Restated Certificate of Incorporation with the Delaware Secretary of State. 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.

     In accordance with the Plan, all outstanding shares of old common stock
(ENCS) and warrants and options to purchase old common stock were cancelled. As
part of the distribution of the New Common Stock under the Plan of
Reorganization, shareholders were to tender their Old Common Stock to the
Reorganized Company designated Stock Transfer Agent no later than October 15,
2002, in accordance with written instructions provided to such holders, and in
exchange would receive one share of new common stock for every six shares of old
common stock previously owned. Any shareholder who did not submit its
certificates for exchange prior to October 15, 2002 had its claim or interest
and its distribution pursuant to the Plan of Reorganization on account of such
Old Common Stock discharged and shall be forever barred from asserting any such
claim or interest against the Reorganized Company or their respective property.
Approximately 1.8 million shares of new common stock were issued under this
exchange. Additionally, approximately 2.8 million shares were issued in exchange
for holders of certain allowed claims under the Plan of Reorganization. Such
holders of allowed claims received 1 share of common stock for every $3.00 of
debt claim approved. Any creditor who did not submit its appropriate paperwork
for the stock exchange prior to December 23, 2002 had its claim or interest and
its distribution pursuant to the Plan of Reorganization on account of such claim
discharged and shall be forever barred from asserting any such claim or interest
against the Reorganized Company or their respective property.

     During 2003, the Company has issued approximately 15 million shares of
common stock, including 1 million shares subject to an investment banking and
acquisition support consulting agreement, 1.7 million shares pursuant to a
financing arrangements, 2 million for investor relations and marketing support,
7.5 million pursuant to debt conversion agreements and 2.9 million to certain
employees pursuant to their employment agreements and/or in lieu of cash
compensation during the period.


NOTE 7.   RELATED-PARTY TRANSACTIONS

     As part of our Plan of Reorganization, we entered into a borrowing facility
with Sunami Ventures, LLC ("Sunami") (a related party) for up to $1.5 million.
Sunami shall receive on account of the borrowings, five shares of New Common
Stock for every dollar loaned and a Senior Secured Note for the amount of the
borrowings. As of September 30, 2003, eNucleus has received approximately $1
million of value under this facility, the benefits of which have been used to
satisfy certain petitions resulting from the bankruptcy and post-petition
operating requirements. During 2002, Sunami agreed to convert approximately
$700,000 of the Senior Secured Note into equity. During second quarter 2003,
Sunami agreed to convert and additional $140,000 of their Note Payable into
equity. Pursuant to the Sunami financing agreement, in December, 2001, we
entered into a three-year $545,000 secured demand loan agreement with Capital
Equity Group. The note agreement is secured by certain of our assets, guaranteed
by John Paulsen, our CEO and bears interest at the rate of 16%. As of September
30, 2003, eNucleus has received approximately $224,000 under this facility.
During the second quarter of 2002 we were notified by Capital Equity Group that
they would not be able to satisfy the lending requirements of the facility. The
Company is currently pursuing the formal cancellation of the note and security
agreement granted as part of the facility and is exploring its legal rights and
remedies arising from Capital Equity Group's inability to complete the
transaction.


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

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                                                                          Page 9

<PAGE>


Operations and the audited financial statements and related notes included in
eNucleus' Form 10-KSB, as filed with the Securities and Exchange Commission on
March 28, 2003.

     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, 2002. 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. ("Nucleus" or the "Company") is a next generation software
and managed hosting company.

Business Strategy

     eNucleus' business strategy is to acquire companies that have proprietary
software applications that fulfill core and niche business processes (i.e.,
Enterprise Resource Management ("ERP"), Customer Resource Management ("CRM"),
Integrated IP Communications, Sales Automation, Tracking) in specific market
verticals (i.e. Healthcare, Education, Distribution Services and Financial
Services). We are particularly focused on products that enjoy strong customer
loyalty and can be enabled for delivery over the Internet for a recurring
monthly fee on either a managed hosting or pure ASP basis.

RESULTS OF OPERATIONS

     Revenue. For the third quarter 2003, revenues were $131,000 compared to
$79,000 in the third quarter 2002. Our operations immediately following our
bankruptcy petition and throughout the date of this filing, have been
substantially limited to securing the financing needed to enable the Company to
complete its restructuring, completing its required filings with the Securities
and Exchange Commission and fulfilling its obligations pursuant to the Plan of
Reorganization.

     Operating expenses. For the third quarter 2003, operating expenses
increased approximately $136,000 to $259,000 from $123,000 in the third quarter
2002. The majority of the increase relates to the salaries and other operating
expenses.

     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. 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 decrease $170,000 to $112,000 in the nine months of 2003 as compared to
$282,000 in the nine months of 2002. The decrease was primarily a result of the
write off of $1.1 million of fixed assets in conjunction with the close of our
Atlanta data center facility in the fourth quarter 2002.

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                                                                         Page 10

<PAGE>


     Interest and other income/expenses. 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. During 2002, other income includes
$84,000 resulting from a favorable settlement with a vendor.

     Net loss. Our net loss decreased $34,000 to $161,000 in the third quarter
2003 compared to a loss of $195,000 in the third quarter 2003. Excluding the
impact of certain non-cash and non-recurring expenses, including stock based
compensation and expenses, the bankruptcy related expenses, and depreciation,
net loss was $115,000 in the third quarter 2003. This reduction of loss is a
result of the Company's continued cost containment and reduction efforts and
increased sales efforts of its products. For the nine month period ending
September 30, 2003, the net loss was $702,000 compared to $705,000 for the same
period of 2002.

LIQUIDITY AND CAPITAL RESOURCES

     We continued to operate as a debtor-in-possession under the supervision of
the Bankruptcy Court. On November 6, 2003, eNucleus received its final decree
from the United States Bankruptcy Court for the Northern District of Illinois.

     Although the Plan resulted in a substantial reduction in debt, further
improvements in our liquidity position will be subject to the success of
initiatives we are undertaking to increase sales, reduce operating expenses and
the effects on our liquidity of market conditions in the industry. Our uses of
capital are expected to include working capital for operating expenses and
satisfaction of current liabilities, capital expenditures and payments on
outstanding debt facilities.

     As shown in our results of operations, we continue to incur losses from
operations. During the nine month period ended September 30, 2003, we incurred a
net loss of $702,000, of which approximately $378,000 relates to non-cash
charges for stock based compensation and expenses, bankruptcy related expenses
and depreciation and amortization charges. During 2002, we incurred a net loss
of $5.8 million for the year ending December 31, 2002, of which $4.5 million was
related to our restructuring and closing of our data center.

     As part of our Plan of Reorganization, we entered into a borrowing facility
with Sunami Ventures, LLC ("Sunami") (a related party). As of September 30,
2003, eNucleus has received approximately $1 million of value under this
facility the benefits of which have been used to satisfy certain petitions
resulting from the bankruptcy and post-petition operating requirements. Whether
we will be able to draw down additional financing under this facility is
presently unknown. We continue to aggressively pursue additional sources of
funds.

     The Company's continued existence is dependent on its ability to achieve
future profitable operations and its ability to obtain financial support. The
satisfaction of the Company's cash requirements hereafter will depend in large
part on its ability to successfully generate revenues from operations and raise
capital to fund operations. There can, however, be no assurance that sufficient
cash will be generated from operations or that unanticipated events requiring
the expenditure of funds within its existing operations will not occur.
Management is aggressively pursuing additional sources of funds, the form of
which will vary depending upon prevailing market and other conditions and may
include high-yield financing vehicles, short or long-term borrowings or the
issuance of equity securities. There can be no assurances that management's
efforts in these regards will be successful. Under any of these scenarios,
management believes that the Company's common stock would likely be subject to
substantial dilution to existing shareholders. The uncertainty related to these
matters and the Company's bankruptcy status raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
adjustments that might result from the outcome of this uncertainty.

     Management believes that, despite the financial hurdles and funding
uncertainties going forward, it has under development a business plan that, if
successfully funded and executed, can significantly improve operating results.

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                                                                         Page 11

<PAGE>


The support of the Company's creditors, vendors, customers, lenders,
stockholders and employees will continue to be key to the Company's future
success.

CRITICAL ACCOUNTING POLICIES

     The preparation of the financial statements and related disclosures in
conformity with accounting principles generally accepted in the Unites States of
America requires management to make judgments, assumptions and estimates that
affect the amounts reported in the Financial Statements and accompanying notes.
Estimates are used for, but not limited to, the accounting for allowances for
doubtful accounts, goodwill impairments, contingencies, accruals, 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, 2002 included under Item 6 of our most recent
Annual Report on Form 10-KSB.

CONTROLS AND PROCEDURES


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



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

PART II

ITEM 1.   LEGAL PROCEEDINGS

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

     We are from time to time a party to various legal actions arising in the
normal course of business. Prior to our filing for protection under bankruptcy,
we were a party to several creditor collection actions. However, as a result of
our bankruptcy filing, these matters and many other threatening proceedings have
been resolved and terminated. As part of the bankruptcy filing, all executory
contracts and unexpired leases, which were not previously assumed or rejected by
the Company or otherwise not specifically assumed as part of the Plan of
Reorganization, were deemed rejected. Certain contract providers continued to
provide services to the Company, even though such contract was deemed
terminated, and have requested payments due for services rendered to the Company
of approximately $350,000. The Company has not recorded such liabilities in its
financial statements and expects to aggressively defend itself against such
payments requested should they contend for payment.

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ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS


     The Company's common stock trades on the OTC Bulletin Board under the
symbol ENCU. As of September 30, 2003, the Company has 48,258,384 shares issued
and outstanding.

     Pursuant to the Plan of Reorganization, the Company filed an Amended and
Restated Certificate of Incorporation with the Delaware Secretary of State. 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. In accordance with the Plan, all
outstanding shares of old common stock (ENCS) and warrants and options to
purchase old common stock were cancelled. As part of the distribution of the New
Common Stock under the Plan of Reorganization, shareholders were to tender their
Old Common Stock to the Reorganized Company designated Stock Transfer Agent no
later than October 15, 2002, in accordance with written instructions provided to
such holders, and in exchange would receive one share of new common stock for
every six shares of old common stock previously owned. Any shareholder who did
not submit its certificates for exchange prior to October 15, 2002 had its claim
or interest and its distribution pursuant to the Plan of Reorganization on
account of such Old Common Stock discharged and shall be forever barred from
asserting any such claim or interest against the Reorganized Company or their
respective property. Approximately 1.8 million shares of new common stock were
issued under this exchange. Additionally, approximately 2.8 million shares were
issued in exchange for holders of certain allowed claims under the Plan of
Reorganization. Such holders of allowed claims received 1 share of common stock
for every $3.00 of debt claim approved. Any creditor who did not submit its
appropriate paperwork for the stock exchange prior to December 23, 2002 had its
claim or interest and its distribution pursuant to the Plan of Reorganization on
account of such claim discharged and shall be forever barred from asserting any
such claim or interest against the Reorganized Company or their respective
property.

     During the first half of 2003, the Company has issued approximately 15
million shares of common stock, including 1 million shares subject to an
investment banking and acquisition support consulting agreement, 1.7 million
shares pursuant to a financing arrangements, 2 million for investor relations
and marketing support, 7.5 million pursuant to debt conversion agreements and
2.9 million to certain employees pursuant to their employment agreements and/or
in lieu of cash compensation during the period.

     On November 6, 2003 eNucleus received its final decree from the United
States Bankruptcy Court for the Northern District of Illinois.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     NONE

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

     NONE

ITEM 5.   OTHER INFORMATION

     Subsequent to September 30 and pursuant to the Company's emergence from
bankruptcy, Scott Voss, the Company's President, left eNucleus to establish a
new company providing enhanced data center services. eNucleus management
anticipates entering a joint venture with this company that will permit eNucleus
customers to benefit from the enhanced managed hosting services of this
operation while minimizing the premium costs often associated with a dedicated
data center environment. Terms of this joint venture will be more fully
disclosed upon its completion.

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ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (A)  Exhibits.

     31   Certification of Chief Executive Officer and principal Financial
          Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002.

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


     (B) Reports on Form 8-K.

     On November 10, 2003, the Company filed a Form 8-K announcing the receipt
of its final decree in it's reorganization case, thereby emerging from
bankruptcy.

                                    SIGNATURE

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


                                            eNUCLEUS, INC.

Date:    November 19, 2003                  /s/  JOHN C. PAULSEN
                                            -----------------------------------
                                                 John C. Paulsen,
                                                 Chief Executive Officer and
                                                 principal Financial Officer