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 March 31, 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 of                              (I.R.S. Employer
  corporation or organization)                               Identification No.)

                             15545 South 71st Court
                              Orland Park, IL 60462
                     --------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (708)444-7300

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

     As of March 31, 2003, the number of common stock shares outstanding was
approximately 37,963,000 shares.


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

<PAGE>


 PART I
                              FINANCIAL INFORMATION

                                                                           Page
                                                                           ----

ITEM 1.   FINANCIAL STATEMENTS

          Condensed Consolidated Balance Sheets as of March 31, 2003
            (Unadudited) and December 31, 2001.                              3

          Condensed Consolidated (Unaudited) Statements of Operations
            for the three months ended March 31, 2003 and 2002               4

          Condensed Consolidated (Unaudited) Statements of Cash Flows
            for the three months ended March 31, 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                                             11


                                     PART II
                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                 16

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS                         16

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES                                   17

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               17

ITEM 5.   OTHER INFORMATION                                                 17

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                                  17

FORM 10-QSB SIGNATURE PAGE                                                  17

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<CAPTION>


PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


                                  eNUCLEUS, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS



                                                        March 31,       Dec 31,
                                                        ---------       -------
                                                          2003            2002
                                                          ----            ----
                                                       (unaudited)
ASSETS:
Current assets:
<S>                                                    <C>            <C>
Cash                                                   $    25,253    $     4,932
Accounts receivable                                        104,037         54,893
Other current assets                                       131,266         37,974
                                                       -----------    -----------
Total current assets                                       260,556         97,799
                                                       -----------    -----------

Property and equipment, net                                463,331        491,430
Goodwill and other intangibles, net                      1,775,872      1,771,274
Other assets                                                                 --
                                                       -----------    -----------
Total assets                                           $ 2,499,759    $ 2,360,503
                                                       ===========    ===========

LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
Notes payable                                          $   445,767    $   425,540
Accounts payable                                           382,800        272,798
Accrued expenses                                           485,137        452,161
                                                       -----------    -----------
Total current liabilities                                1,313,704      1,150,499
                                                       -----------    -----------

Long term liabilities                                      867,688        867,689
                                                       -----------    -----------
Total liabilities                                        2,181,392      2,018,188
                                                       -----------    -----------

                                                       -----------    -----------
Redeemable securities                                                        --
                                                       -----------    -----------

STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 100,000,000 shares          37,963         33,263
authorized, shares issued and outstanding 37,962,872
and 33,262,872, respectively
Additional paid-in capital                               6,536,374      6,269,074
New common equity - issuable                                                 --
Accumulated deficit                                     (6,255,970)    (5,960,022)
                                                       -----------    -----------

Total stockholders' equity                                 318,367        342,315
                                                       -----------    -----------

Total liabilities and stockholders' equity             $ 2,499,759    $ 2,360,503
                                                       ===========    ===========


  See accompanying notes to condensed unaudited financial statements.

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<PAGE>


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


                                                 Three Months      Three Months
                                                    Ended              Ended
                                                   March 31,           March 31,
                                                    2003                2002


 Revenue                                         $    211,814      $     33,318


Operating expenses                                    306,520           185,919

Stock based compensation and expenses                 148,000              --

Net reorganization expense                              7,465            38,376

Depreciation and amortization expense                  37,486            93,846
                                                 ------------      ------------
Operating loss                                       (287,657)         (284,823)


Interest and other income (expense)                    (8,290)          (14,146)

Income tax expense                                       --                --
                                                 ------------      ------------
 Net loss                                        $   (295,947)     $   (298,969)
                                                 ============      ============

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

Weighted average shares outstanding -
basic and diluted                                  37,962,872        20,009,898


  See accompanying notes to condensed unaudited financial statements.

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                                                                          Page 4

<PAGE>
<TABLE>
<CAPTION>


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



                                                                       Three Months Ended
                                                                      March 31,    March 31,
                                                                         2003         2002
                                                                      ---------    ---------
Cash flow from operating activities
<S>                                                                   <C>          <C>
Net loss                                                              $(295,947)   $(298,969)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities
  Depreciation and amortization expense                                  37,486       93,846
  Compensation expense related to issuance of equity securities         148,000
  Changes in operating assets and liabilities                            49,941      108,660
                                                                      ---------    ---------
Net cash used in operating activities                                   (60,520)     (96,463)
                                                                      ---------    ---------

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

Cash flow from financing activities
  Proceed from notes payable, net                                        90,228       96,446
                                                                      ---------    ---------
Net cash provided by financing activities                                90,228       96,446
                                                                      ---------    ---------

Increase (decrease) in cash                                              20,321          (17)
Cash, beginning of period                                                 4,932          808

                                                                      ---------    ---------
Cash, end of period                                                   $  25,253    $     791
                                                                      =========    =========


  See accompanying notes to condensed unaudited financial statements.

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<PAGE>


                                 eNUCLEUS, INC.
        NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
                                 March 31, 2003


NOTE 1.   GENERAL

     eNucleus is a next generation business process hosting company that
delivers software solutions from its application delivery platform. Our core
product offerings include application delivery, managed hosting, strategic
design of implementation services, high-speed Internet access and data storage.
Together, these offerings provide our customers with a scaleable platform for
the development of their ebusiness initiatives without the extensive capital
outlay otherwise required. Our goal is to become a recognized leader in
application delivery and managed IT services industry. eNucleus' business
strategy is to offer ebusiness solutions through the acquisition of leading
software companies in specific vertical markets that enjoy strong customer
loyalty with applications that can be enabled for delivery over the Internet for
a recurring monthly fee. By spreading the network infrastructure costs over
multiple companies and other economies of scale, our business strategy can
increase overall profitability while reducing risk associated with owning a
single application or targeting a single market segment.


NOTE 2.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements
include eNucleus, Inc. and its wholly owned subsidiary 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 three months ended March 31, 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
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, 2001, the Company's Plan of Reorganization
was confirmed thereby enabling the Company to successfully emerge from its
Chapter 11 reorganization. Pursuant to the confirmed Plan of Reorganization,
among other things, holders of certain allowed claims will receive 1 share of

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                                                                          Page 6

<PAGE>


common stock for every $3.00 of debt. Also pursuant to the Plan, the Company's
common stock has undergone a 1 for 6 reverse stock split resulting in current
stockholders receiving 1 share of new common stock for every 6 shares of old
common stock currently owned.

     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 three month period ended March 31, 2003, we incurred a
net loss of $300,000, of which approximately $200,000 relates to non-cash
charges for stock based compensation and 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). 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 March
31, 2003, eNucleus has received approximately $1 million under this facility the
proceeds 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 are
aggressively pursuing 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.
The support of the Company's vendors, customers, lenders, stockholders and
employees will continue to be key to the Company's future success.


NOTE 4.   FRESH-START REPORTING

     In accordance with the provisions of Statement of Position 90-7 "Financial
Reporting by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"),
the Company adopted fresh-start reporting upon confirmation of the Company's
Plan of Reorganization. The Company adopted fresh-start reporting because, as a
result of implementation of the Plan, holders of the Company's existing common
stock immediately before filing and confirmation of the Plan retained less than
50% of the common stock of the emerging entity and the Company's reorganization
value at emergence was less than its post-petition liabilities and allowed
claims. Under fresh-start reporting, the Company's assets and liabilities were
adjusted to fair values and a reorganization value for the entity was determined
by the Company based upon the estimated fair value of the enterprise before
considering values allocated to debt to be settled in the reorganization. The
portion of the reorganization value which could not be attributed to specific

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                                                                          Page 7

<PAGE>


tangible or identified intangible assets for the Reorganized Company is referred
to as reorganization value in excess of amounts allocable to identifiable assets
and is reported as "Goodwill" in the financial statements. The adjustment of
assets and liabilities to fair values is included in net reorganization expense
in the financial statements.

     Fresh-start reporting resulted in the creation of a new reporting entity
(the "Company" or the "Reorganized Company") with no accumulated deficit as of
November 1, 2001. The goodwill recognized in fresh-start reporting will not be
amortized, but will be reviewed annually for impairment in accordance with
Statement of Financial Accounting Standards ("SFAS") No.142, "Goodwill and Other
Intangible Assets." The Company determined that the goodwill is not impaired as
of September 30, 2002, however future impairment of the recorded goodwill may
result if actual results of operations or changes in economic or industry
conditions differ significantly from assumptions used to derive the
reorganization value.

     For financial reporting purposes, the effective date of the adoption of
fresh-start reporting is considered to be October 31, 2001, although the
Company's confirmation date was November 6, 2001. The results of operations from
November 1 to November 6, 2001 were not significant. The financial statements
for the Company for the periods subsequent to October 31, 2001 are referred to
the "Reorganized Company" and are not comparable to those for the periods prior
to October 31, 2001 which are referred to as the "Predecessor Company."

     The reorganization value of the Company was based upon the consideration of
many factors and various valuation methods, including discounted cash flow
analysis using projected financial information, selected publicly traded company
market multiples and other applicable ratios and valuation techniques that
management believes to be representative of the business and industry.
Specifically, the Company considered the conversion price of $16.6 million of
creditor debt at $3.00 per share and utilized a net present value cash flow
analysis of the Company's three year financial projections using a discount rate
of 16%. Based upon their assumptions and other analysis performed, the Company
concluded that a Reorganization Value as determined was an appropriate value. In
July 2002, the Company concluded after additional analysis, that the previously
reported Reorganization Value should be revalued to reflect the value of the
entity after the Chapter 11 reorganization. The valuation was based upon a
number of estimates and assumptions, which are inherently subject to significant
uncertainties and contingencies beyond the Company's control. Accordingly, there
can be no assurance that the values reflected in the valuation will be realized,
and actual results could vary materially. Moreover, the value of our New Common
Stock, as traded on the exchange, may differ materially from the reorganization
valuation.

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<CAPTION>


     The effect of the Plan and the implementation of Fresh-Start Reporting on
the Company's balance sheet as of October 31, 2001 was as follows:

                                      Predecessor      Reorganization    Fresh-start           Reorganized
                                        Company       Plan Adjustments   Adjustments             Company
                                     Oct. 31, 2001                                            Oct. 31, 2001
ASSETS:
<S>                                           <C>                  <C>            <C>                  <C>
Cash                                          2,437                -               -                    2,437
Accounts receivable                          32,715                -               -                   32,715
Other current assets                         42,063                -               -                   42,063
                                    --------------------------------------------------------------------------
  Total current assets                       77,215                -               -                   77,215
                                    --------------------------------------------------------------------------

Property and equipment, net               1,169,308                -         743,853   (a)          1,913,161
Other Assets                                100,000                -               -                  100,000
Goodwill                                          -                -       4,186,554   (b)          4,186,554
                                    --------------------------------------------------------------------------
  Total assets                            1,346,523                        4,930,407                6,276,930
                                    ==========================================================================

LIABILITIES & STOCKHOLDERS' EQUITY:

Notes payable                               608,630                -               -                  608,630
Accounts payable                             95,842           82,773               -   (c)            178,615
Accrued expenses                            606,306                -               -                  606,306
                                    --------------------------------------------------------------------------
  Total current liabilities               1,310,778           82,773               -                1,393,551
                                    --------------------------------------------------------------------------

Long term liabilities                             -        1,211,445               -   (d)          1,211,445
                                    --------------------------------------------------------------------------
  Total liabilities                       1,310,778        1,294,218               -                2,604,996
                                    --------------------------------------------------------------------------
                                    --------------------------------------------------------------------------
Liabilities subject to compromise
                                         16,440,605     (16,440,605)               -   (e)                  -
                                    --------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
Common stock                                 13,620         (13,620)               -   (f)                  -
Additional paid-in capital               22,586,950     (22,586,950)               -   (f)                  -
Stock warrants                              727,349                -       (727,349)   (f)                  -
Treasury stock                            (651,838)                -         651,838   (f)                  -
New common equity - issuable                      -       37,746,957    (34,075,023)   (f)          3,671,934
Accumulated deficit                    (39,080,941)               --      39,080,941   (f)                  -

                                    --------------------------------------------------------------------------
Total stockholders' equity
(deficit)                              (16,404,860)       15,146,387       4,930,407                3,671,934
                                    --------------------------------------------------------------------------
Total liabilities and
stockholders' equity                    $ 1,346,523              $ -     $ 4,930,407              $ 6,276,930
                                    ==========================================================================

(a)  Reflects the adjustment of property and equipment to fair value

(b)  Reflects the establishment of Goodwill representing the excess of the
     reorganization value over the aggregate fair value of the Company's
     tangible and identifiable assets

(c)  Reflects the reclassification of convenience class and employee class
     payments to be paid under the Plan (d) Reflects the reclassification of
     secured creditor debt, administrative and tax claims which have been
     converted into long term notes payable.

(e)  Reflects the conversion of the Company's prepetition unsecured creditors
     into common stock, less those claims under the convenience class or
     employee class which are included in payables and secured claims,
     administrative and tax claims which have been converted into long term
     notes.

(f)  Reflects the cancellation of the Predecessor Company's common stock,
     warrants to purchase common stock, treasury stock, and the accumulated
     deficit as of October 31, 2001 and the issuance of approximately 7.4
     million shares to the shareholders and claimants of the Predecessor
     Company.

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NOTE 5.   FINANCING ARRANGEMENTS

As of March 31, 2003 the Company's debt outstanding included the following:


              Senior Secured Notes Payable                        260,358
              Bank Notes Payable                                  641,650
              Tax Claim Notes Payable                             219,495
              Other Notes Payable                                 191,952
                                                                ---------
                                                                1,313,455
              Less current maturities                            (445,767)
                                                                ---------
                                                                $ 867,688
                                                                =========


     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 March 31, 2003, eNucleus has received approximately $1
million under this facility the proceeds 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.

     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.
The balance also includes another line of credit facility of approximately
$100,000.

     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.

     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. No payments have been made against this note. 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

     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 10,000,000 shares of
preferred stock, par value $.001 per share.

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                                                                         Page 10

<PAGE>


     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 quarter 2003, the Company has issued approximately 4.7
million shares of common stock, including 1 million shares subject to an
investment banking and acquisition support consulting agreement, 2 million
shares pursuant to a financing arrangement, 1.2 million for investor relations
and marketing support and 500,000 to certain employees of a recent acquisition
pursuant to their employment agreements.


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 March 31, 2003, eNucleus has received approximately $1 million
under this facility, the proceeds 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. 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 March 31, 2003, eNucleus has received approximately $224,000 under
this facility. During the second quarter we were notified by Capital Equity
Group that they would not be able to satisfy the lending requirements of the
facility. The Company is currently pursuing the formal cancellation of the note
and security agreement granted as part of the facility and is exploring its
legal rights and remedies arising from Capital Equity Group's inability to
complete the transaction.


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

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

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                                                                         Page 11

<PAGE>


characterizations of future events or circumstances are forward-looking
statements. Actual results could differ from such forward-looking statements. We
undertake no obligation to revise forward-looking statements. Readers are
encouraged to review and consider carefully the various disclosures made by us
in this report and our other reports filed with the Securities and Exchange
Commission, including our Form 10-KSB for the year ended December 31, 2001. Such
risks and uncertainties include our ability to raise the funds necessary to
finance our operations, general effects of our restructuring and emergence from
Chapter 11 reorganization, our ability to successfully execute on our business
plan, competitive factors and attracting new customers.

INTRODUCTION

     eNucleus is a next generation business process hosting company that
delivers software solutions from its application delivery platform. Our core
product offerings include application delivery, managed hosting, high-speed
Internet access and data storage. Together, these offerings provide our
customers with a scaleable platform for the development of their ebusiness
initiatives without the extensive capital outlay otherwise required.

Strategy

     Our goal is to become a recognized leader in application delivery and
managed IT services industry. eNucleus' business strategy is to offer ebusiness
solutions through the acquisition of leading software companies in specific
vertical markets that enjoy strong customer loyalty with applications that can
be enabled for delivery over the Internet for a recurring monthly fee. By
spreading the network infrastructure costs over multiple companies and other
economies of scale, our business strategy can increase overall profitability
while reducing risk associated with owning a single application or targeting a
single market segment.

          In pursuit of this goal eNucleus generally follows the following
          strategic operating principles:

     o    Acquire best-of-breed applications - Our focus is on acquiring niche
          software applications that serve defined market segments that serve
          defined market segments, enjoy widespread industry support and can be
          readily enabled for deployment over the Internet through our software
          application network.

     o    Acquire well-managed and profitable companies - eNucleus concentrates
          on acquiring a controlling interest in well-managed and profitable
          organizations that demonstrate a potential for significant cash flow
          growth as a result of product enhancements and improved marketing. Our
          strategy is to oversee already existing, strong management teams and
          to enhance those acquired companies with capital, national presence,
          consolidated operating costs, strategic marketing and the technical
          expertise for migrating their products to an Internet-based delivery
          system.

     o    Leverage operating costs - Each software acquisition presents an
          opportunity for creating operating savings through the consolidation
          of duplicate business functions. Labor costs can be further reduced by
          bringing a seasoned programming team with proven methodology to each
          newly acquired software application. This experienced team skill set
          should result in quicker times to market when enabling new software
          applications for delivery over the Internet than could be achieved by
          less experienced service providers.

     o    Recurring monthly revenue streams - eNucleus employs pricing
          strategies that focus on developing long-term recurring monthly
          revenue streams rather than high upfront purchase prices. Lower
          upfront costs makes it easier for customers to transition into a new
          business model. As their future needs grow with business demand, we
          believe that customers which have transferred critical business
          operations into the eNucleus network are more like to maintain their
          services with eNucleus.

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     o    Nationwide Operations - Through its strategic partnership with Switch
          and Data, eNucleus can develop a presence in 30 US cities. This
          position in the marketplace allows eNucleus to attract Global 5000 and
          high-growth middle market companies who require support for outsourced
          business processes from multiple geographic regions. This national
          footprint will also allow our applications and services to be
          delivered more efficiently across the Internet from our nearest data
          center presence.

     o    Local Presence - Although we will have a national presence, local
          sellers of eNucleus products and services present a "local company"
          sales approach to their existing client base. This sales approach is
          often critical in closing sales with potential customers who are leery
          of their critical business operations or equipment being shipped to
          distant cities under managed hosting contracts.

     o    World Class Customer Service - eNucleus supports its products and
          services by world-class customer care personnel who monitor, manage
          and deploy our services 24X7X365 from our state-of-the-art Network
          Operations Center.

Market Environment

     Software industry experts have most recently stated that they anticipate
Internet-based models of software delivery will be the migration path for most
software applications in the foreseeable future due to the cost savings and
broader accessibility of critical business information that these methods
provide. The convergence of these factors suggests that the next major shift in
how computer based technology is utilized in business will focus on the
reduction of capital expenditures on costly internal IT infrastructure in favor
of accessing critical applications and essential business processes solely
through the Internet. As a next generation business process hosting company with
a scalable nationwide infrastructure available, we believe eNucleus is
positioned to provide critical Internet based business processes to companies
that want to reduce their IT infrastructure.

     This current market environment would appear to have created opportunities
within the software industry in which numerous software products currently enjoy
market favor and a loyal customer base; however, many previously successful
applications are not presently delivered over the Internet and many vendors lack
the technical skill set or necessary Internet network infrastructure to enable
and deliver their software applications in this manner. Their situation is
further complicated by the limited availability of development monies within
today's capital markets. This has resulting in software companies being forced
to delay product conversions to web-based platforms or to re-invest their
earnings into efforts to re-tool for the Internet--with neither being an
attractive alternative for companies trying to protect their bottom line in
today's economy.

     On May 10, 2001, as a result of dramatic changes in the Internet industry
and financing markets, delays in reaching accord with our short term note
holders and other creditors in restructuring our debts and our inability to cure
defaults under our data center lease and the landlord's attempts to seize
Company assets, we filed a voluntary petition for reorganization under Chapter
11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division. We continued to operate as a
debtor-in-possession under the supervision of the Bankruptcy Court. On November
6, 2002, the Company's Plan of Reorganization was confirmed thereby enabling the
Company to successfully emerge from its Chapter 11 reorganization. Pursuant to
the confirmed Plan of Reorganization, among other things, holders of certain
allowed claims received 1 share of common stock for every $3.00 of debt. Also
pursuant to the Plan, the Company's common stock has undergone a 1 for 6 reverse
stock split resulting in current stockholders receiving 1 share of new common
stock for every 6 shares of old common stock currently owned.

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RESULTS OF OPERATIONS

     Revenue. For the first quarter 2003, revenues were $212,000 compared to
$33,000 in the first 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. We have begun an aggressive strategy to increase our revenues
and operations. In December 2002, we completed our first acquisition since
reorganization which assisted in our revenue growth for 2003, accounting for the
majority of the growth from 2002.

     Operating expenses. For the first quarter 2003, operating expenses
increased approximately $121,000 to $307,000 from $186,000 in the first quarter
2002. The majority of the increase relates to the salaries and other operating
expenses associated with the addition of the operations from our December 2002
acquisition.

     Stock based compensation and expenses. During the first quarter 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 $57,000 to $37,000 in the first quarter 2003 as compared to
$94,000 in the first quarter 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.

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

     Net loss. Our net loss decreased $3,000 to $296,000 in the first quarter
2003 compared to a loss of $299,000 in the first quarter 2002. 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 $88,000 in the first quarter 2003 compared to a loss of $153,000 in the
third quarter of 2001. As discussed above, this decrease in loss is attributable
to the Company's acquisition in December 2002 and its continued cost-cutting
efforts.

LIQUIDITY AND CAPITAL RESOURCES

     We continued to operate as a debtor-in-possession under the supervision of
the Bankruptcy Court. On November 6, 2001, the Company's Plan of Reorganization
was confirmed thereby enabling the Company to successfully emerge from its
Chapter 11 reorganization. Pursuant to the confirmed Plan of Reorganization,
among other things, holders of certain allowed claims will receive 1 share of
common stock for every $3.00 of debt. Also pursuant to the Plan, the Company's
common stock has undergone a 1 for 6 reverse stock split resulting in current
stockholders receiving 1 share of new common stock for every 6 shares of old
common stock currently owned.

     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 three month period ended March 31, 2003, we incurred a
net loss of $300,000, of which approximately $200,000 relates to non-cash

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charges for stock based compensation and 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). 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 March
31, 2003, eNucleus has received approximately $1 million under this facility the
proceeds 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 are
aggressively pursuing 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.
The support of the Company's 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 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 they have 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.

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(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 May 10, 2001, as a result of dramatic changes in the Internet industry
and financing markets, delays in reaching accord with our short term note
holders and other creditors in restructuring our debts and our inability to cure
defaults under our data center lease and the landlord's attempts to seize
Company assets, we filed a voluntary petition for reorganization under Chapter
11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division. We continued to operate as a
debtor-in-possession under the supervision of the Bankruptcy Court. On November
6, 2001, the Company's Plan of Reorganization was confirmed thereby enabling the
Company to successfully emerge from its Chapter 11 reorganization. Pursuant to
the confirmed Plan of Reorganization, among other things, holders of certain
allowed claims received 1 share of common stock for every $3.00 of debt. Also
pursuant to the Plan, the Company's common stock has undergone a 1 for 6 reverse
stock split resulting in current stockholders receiving 1 share of new common
stock for every 6 shares of old common stock currently owned.

     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. We believe that there is no proceeding threatened
or pending against us which, if determined adversely, would have a material
adverse effect on the financial condition or results of operations of eNucleus.

     As part of the bankruptcy filing, all executory contracts and unexpired
leases, which were not previously assumed or rejected by the Company or
otherwise not specifically assumed as part of the Plan of Reorganization, were
deemed rejected. Certain contract providers continued to provide services to the
Company, even though such contract was deemed terminated, and have requested
payments due for services rendered to the Company of approximately $350,000. The
Company has not recorded such liabilities in its financial statements and
expects to aggressively defend itself against such payments requested.


ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS


     The Company's common stock trades on the OTC Bulletin Board under the
symbol ENCU. As of March 31, 2003, the Company has 37,962,872 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 10,000,000 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

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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 quarter 2003, the Company has issued approximately 4.7
million shares of common stock, including 1 million shares subject to an
investment banking and acquisition support consulting agreement, 2 million
shares pursuant to a financing arrangement, 1.2 million for investor relations
and marketing support and 500,000 to certain employees of a recent acquisition
pursuant to their employment agreements.



ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

         NONE

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

         NONE

ITEM 5.   OTHER INFORMATION

         NONE

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (A)  Exhibits.

     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.

            NONE.

                                    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:    May 13, 2003                       /s/  JOHN C. PAULSEN
                                            ----------------------------------
                                                 John C. Paulsen,
                                                 Chief Executive Officer and
                                                 Principal Financial Officer

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


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


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

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

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

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

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

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

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

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

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

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

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


                                            eNUCLEUS, INC.

Date:    May 13, 2003                       /s/  JOHN C. PAULSEN
                                            ----------------------------------
                                                 John C. Paulsen,
                                                 Chief Executive Officer and
                                                 Principal Financial Officer

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