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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q

Amendment No. 1



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



For the quarterly period ended March 31, 2004



OR



Commission File Number 0-23315



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enherent Corp.

(Exact name of
Registrant as Specified in Its Charter)



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|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Delaware                                       |  | No. 13-3914972                      
|(State or Other Jurisdiction of Incorporation) |  | (I.R.S. Employer Identification No.)



80 Lamberton Road

Windsor, CT 06095

(Address of Principal Executive Offices)



(860) 687-2200

(Registrants Telephone Number, Including Area Code)



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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    YES ̈NO  x



Indicate the number of shares outstanding of each of the issuers classes of common
stock as of the latest practicable date:



|                              |  |                                     
|----------------------------- |  | ------------------------------------
|Class                         |  | Shares outstanding as of May 3, 2004
|                              | 
|Common stock, par value $.001 |  | 17,718,854                          



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EXPLANATORY NOTE



This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this Amendment) amends the Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004 filed on May 7, 2004 (the Original Filing). enherent Corp. (the Company or enherent) has filed this Amendment to (i) amend Item 4 of Part 1 to disclose any change in enherents internal control
over financial reporting that occurred during enherents last fiscal quarter that has materially affected, or is reasonably likely to materially affect, enherents internal control over financial reporting; and (ii) update Item 6 of Part
II to include new certifications as required by Item 601(b)(31) and (32) of Regulation S-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 4 of Part I and Item 6 of Part II as amended is set
forth below. The remainder of the Form 10-Q is unchanged and is not reproduced in this Amendment. This Amendment speaks as of the original filing date of the Form 10-Q and reflects only the changes discussed above. No other information included in
the Original Filing, including the Companys financial statements and the footnotes thereto, has been modified or updated in any way.



This Amendment should be read together with other documents that enherent has filed with the Securities and Exchange Commission subsequent to the filing
of our Original Filing. Information in such reports and documents updates and supersedes certain information contained in this Amendment. The filing of this Amendment shall not be deemed an admission that our Original Filing, when made, included any
known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.



PART I



Item 4.Controls and Procedures



The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including the Companys Chief Executive Officer and Senior Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. Such controls and procedures, by their nature, can provide only reasonable assurance regarding managements control objectives.



The Company carried out an evaluation, under the supervision and with the participation of
its management, including its Chief Executive Officer and Senior Financial Officer, on the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15 as of March 31, 2004.
Based upon that evaluation, the Companys Chief Executive Officer and Senior Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in the Companys Exchange Act reports.



While the Company believes that its existing disclosure controls and procedures have been effective to accomplish their objectives, the Company intends to continue to
examine, refine and formulize its disclosure controls and procedures and to monitor ongoing developments in this area.



There was no change in the Companys internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter
ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II



Item 6.Exhibits and Reports on Form 8-K.



(a) Exhibits.



The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q:



|            |  |                                                                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibits                                                                                                                                                                                                             
|3.1         |  | Restated Certificate of Incorporation (Incorporated by reference to Exhibit 4.1 of the Companys Registration Statement on Form S-8 filed January 22, 1998).                                                                        
|            | 
|3.2         |  | Certificate of Amendment of Restated Certificate of Incorporation of enherent Corp. (Incorporated by reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K filed April 4,
2001).                                     
|            | 
|3.3         |  | Amended and Restated Bylaws (Incorporated by reference to Exhibit 4.2 of the Companys Registration Statement on Form S-8 filed January 22, 1998).                                                                                  
|            | 
|4.1         |  | Form of Certificate of Common Stock (Incorporated by reference to Exhibit 4.1 of the Companys Annual Report on Form 10-K filed March 22, 2002).                                                                                    
|            | 
|4.2         |  | Securities Purchase Agreement dated April 13, 2000, by and among PRT Group Inc. and the Investors named therein (Incorporated by reference to Exhibit 99.1 of the Companys Current Report
on Form 8-K filed April 14, 2000).       
|            | 
|4.3         |  | Form of Certificate of Designations (Incorporated by reference to Exhibit 99.2 of the Companys Current Report on Form 8-K filed April 14, 2000).                                                                                   
|            | 
|4.4         |  | Form of Warrant (Incorporated by reference to Exhibit 99.3 of the Companys Current Report on Form 8-K filed April 14, 2000).                                                                                                       
|            | 
|10.1        |  | Employment Agreement between between James C. Minerly and the Company dated December 1, 2003 (Incorporated by reference to Exhibit 10.1 of the Companys Annual Report on Form 10-K filed
March 30, 2004).                          
|            | 
|10.2        |  | Employment Agreement between Douglas A. Catalano and the Company dated February 16, 2004, with Exhibit A and Amendment (Incorporated by reference to Exhibit 10.2 of the Companys Annual
Report on Form 10-K filed March 30, 2004).
|            | 
|10.3        |  | Amended and Restated 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Companys Registration Statement on Form S-8 filed January 22, 1998).                                                              
|            | 
|10.2        |  | Stock Purchase Agreement dated April 1, 2004 between enherent and Primesoft LLC (Incorporated by reference to Exhibit 10.4 of enherents Quarterly Report on Form 10-Q filed May 7,
2004).                                          
|            | 
|10.3        |  | Promissory Note dated April 1, 2004 between enherent and Primesoft LLC (Incorporated by reference to Exhibit 10.5 of enherents Quarterly Report on Form 10-Q filed May 7,
2004).                                                   
|            | 
|31.1        |  | Certification of the Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).                                                             
|            | 
|31.2        |  | Certification of the Senior Financial Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).                                                            
|            | 
|32.1        |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).                                                             
|            | 
|32.2        |  | Certification of the Senior Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith).                                                            



(b) Reports on Form 8-K.



None.



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SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



|                       |  |                |  |                                                
|---------------------- |  | -------------- |  | -----------------------------------------------
|                       |  | enherent Corp.
|                       |  |               
|                       |  | By:            |  | /s/ Douglas A. Catalano                        
|Date: January 25, 2005 |  |                |  | Douglas A. Catalano                            
|                       |  |                |  | Chairman, Chief Executive Officer and President





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