SecProbe.io

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April 18, 2005

Mail Stop:  4-6

Mr. John C. Paulsen
Chairman, CEO and Principle Financial Officer
eNucleus, Inc.
2950 West Golf Rd.
Rolling Meadows, IL  60008

Re:	Item 4 Form 8-K filed March 28, 2005

Dear Mr. Paulsen:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and
the
specific date, as required by Item 304(a)(1)(i) of Regulation S-B.
It is not sufficient to state that the company "decided to
replace"
the accountant, as that wording is unclear to a reader.  The
disclosure should also indicate whether the board of directors
recommended or approved the decision to change accountants as
required by Item 304(a)(1)(iii) of Regulation S-B.
2. Item 304(a)(1)(ii) of Regulation S-B requires a statement
whether
the accountant`s report on the financial statements for either of
the
past two years contained an adverse opinion or a disclaimer of
opinion or was qualified or modified as to uncertainty, audit
scope
or accounting principles; and a description of the nature of each
such adverse opinion, disclaimer of opinion, modification or
qualification.  This would include disclosure of uncertainty
regarding the ability to continue as a going concern in the
accountant`s report. Revise to include whether the accountant`s
report on the financial statements for either of the past two
years
included any of the above opinions.
3. The disclosure should also state whether during the
registrant`s
two most recent fiscal years and any subsequent interim period
through the date of resignation, declination or dismissal there
were
any disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure,
or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of the former accountant, would have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its reports.  Revise to include
both fiscal years.  In the event of disagreement(s) and/or
reportable
event(s), provide the specific disclosures required by Item
304(a)(1)(iv) of Regulation S-B.
4. Please file a letter from your former accountant, indicating
whether or not they agree with your disclosures in the Form 8-K.

General

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your supplemental response and amendment via EDGAR in
response to these comments within 10 business days of the date of
this letter.  Please note that if you require longer than 10
business
days to respond, you should contact the staff immediately to
request
additional time.  Any questions regarding the above should be
directed to me at (202) 824-5355, or in my absence, to Robert
Benton
at (202) 942-1811.

Sincerely,

Patrick Gilmore, CPA
Staff Accountant
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John C. Paulsen
eNucleus, Inc.
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