-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BKpKsgb3AnyGmf+kivA+2Edm5tJPQ+TiWF6FQimkiXGMxQJZQLfoxh9YhIXwqaOU Vm2dio0A50XnF7bkumGvWQ== 0001210052-05-000040.txt : 20050516 0001210052-05-000040.hdr.sgml : 20050516 20050516144643 ACCESSION NUMBER: 0001210052-05-000040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENUCLEUS INC CENTRAL INDEX KEY: 0000761034 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 112714721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36811 FILM NUMBER: 05833491 BUSINESS ADDRESS: STREET 1: 15545 S. 71ST COURT STREET 2: N/A CITY: ORLAND PARK STATE: IL ZIP: 60462 BUSINESS PHONE: 708-444-7300 MAIL ADDRESS: STREET 1: 15545 S. 71ST COURT STREET 2: N/A CITY: ORLAND PARK STATE: IL ZIP: 60462 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEUS INC DATE OF NAME CHANGE: 19990129 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GENERAL VENTURES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: APPLIED GENETIC VENTURES INC DATE OF NAME CHANGE: 19920604 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-659-7790 MAIL ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 enui13da1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment 1) ENUCLEUS INC (Name of Issuer) The Common Stock (Title of Class of Securities) 293876306 (CUSIP Number) Olga Filippova 730 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY 10019 212-659-7790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 13, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d1(e), 240.13d-1(f) or 240.13d- 1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No 293876306 13D/a 1 Name of Reporting Person Barron Partners LP I.R.S. Identification No. of Above Person 431981699 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ x ] 3 SEC Use Only 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of 7 Sole Voting Power Shares Owned 16,000,000 shares By Each 8 Shared Voting Power Reporting 0 Person With 9 Sole Dispositive Power 16,000,000 shares 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 16,000,000 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 38.6% 14 Type of Reporting Person PN Item 1. Security and Issuer. This statement relates to shares of common Stock, par value $0.001 per share, (the "The Common Stock") of eNucleus Inc., a Delaware corporation (the "Company") having its principal executive offices at 4000 Main Street, Bay Harbor, MI 49770 Item 2. Identity and Background. This Statement is filed by Barron Partners LP, a Delaware Limited Partnership (the "Reporting Person"), whose business address is 730 Fifth Avenue, 9th Floor, New York, NY 10019. The Reporting Person is principally engaged in making investments. The General Partner of the Reporting Person is Barron Capital Advisors LLC, a Delaware Limited Liability Company, (the "General Partner"). Andrew Barron Worden is the managing member of the General Partner. During the last five years, to the best knowledge of the Reporting Person, neither the Reporting Person nor any controlling person of the Reporting Person has (i) been convicted in a criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. All purchases of the Common Stock of the Company were made using working capital. On the Date of Event which required the filing of this Statement, the Partnership used approximately $2,080,000 of its working capital to purchase 8,000,000 shares of the Common Stock and warrants to purchase 2,000,000 shares of the Common Stock in a Private Placement. Item 4. Purpose of Transaction. All eNucleus Inc. securities owned by Barron Partners LP have been acquired by the Partnership for investment purposes only. Item 5. Interest in Securities of the Issuer. (a) On August 18, 2004 Barron Partners LP purchased 2,500,000 shares of the Common Stock and warrants to purchase 3,500,000 shares of the Common Stock. On May 13, 2005 Barron Partners LP purchased additional 8,000,000 shares of the Common Stock and warrants to purchase 2,000,000 shares of the Common Stock for $2,080,000. The eNucleus Inc. securities owned by Barron Partners LP as of May 13, 2005 represented approximately 38.6% of the issued and outstanding shares of the Common Stock. As of May 13, 2005, Barron Partners LP had sole power to vote and dispose of each of the 16 million shares of the Common Stock beneficially owned by it. (c) Warrants to purchase 3,500,000 shares of the Common Stock previously purchased by the Reporting Person on August 18, 2004 were amended with a new exercise price per share of $0.35 and termination of the Issuer's right to call these warrants. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE1 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 16, 2005 /s/ ANDREW BARRON WORDEN - -------------------- Signature Andrew Worden, Managing Member of the General Partner of Barron Partners LP -----END PRIVACY-ENHANCED MESSAGE-----