-----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,
 PTF9DCwgkU9LYnHAAyBVw/3mKt0Kg8qnZhKbhNFl4slGgLPLELLvwB0rIfJUJuoI
 qlAXWv3bZlCgtgKDWJ2IwQ==

<SEC-DOCUMENT>0001161697-04-000109.txt : 20040213
<SEC-HEADER>0001161697-04-000109.hdr.sgml : 20040213
<ACCEPTANCE-DATETIME>20040213155805
ACCESSION NUMBER:		0001161697-04-000109
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040213

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENUCO INC
		CENTRAL INDEX KEY:			0000843494
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				752228820
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	033-25900
		FILM NUMBER:		04599034

	BUSINESS ADDRESS:	
		STREET 1:		6421 CONGRESS AVENUE
		STREET 2:		STE 201
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33487
		BUSINESS PHONE:		5619944446

	MAIL ADDRESS:	
		STREET 1:		6421 CONGRESS AVENUE
		STREET 2:		STE 201
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33487

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VIRTUAL ACADEMICS COM INC
		DATE OF NAME CHANGE:	20000110

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	DONNEBROOKE CORP
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLURISTICS INC
		DATE OF NAME CHANGE:	19890911
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>form10-qsb_dec312003.txt
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


                                   FORM 10-QSB

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



         For the fiscal quarter ended:               December 31, 2003
         Commission file number:                     033-25900



                                  CENUCO, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                                    75-2228820
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification No.)



                         6421 CONGRESS AVENUE, SUITE 201
                            BOCA RATON, FLORIDA 33432
                    (Address of principal executive offices)
                                   (Zip code)


                                 (561) 994-4446
              (Registrant's telephone number, including area code)


Indicate by check mark whether 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
                                      ---      ---


                         APPLICABLE TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:

On February 10, 2004, the issuer had outstanding 10,146,605 shares of common
stock, $.001 par value per share.

<PAGE>
                          CENUCO, INC. AND SUBSIDIARIES
                                   FORM 10-QSB
                    QUARTERLY PERIOD ENDED DECEMBER 31, 2003
                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1 - Financial Statements

            Consolidated Balance Sheets
             As of December 31, 2003 (Unaudited) and June 30, 2003...........3-4

            Consolidated Statements of Operations (Unaudited)
             For the Three and Six Months Ended December 31, 2003 and 2002.....5

            Consolidated Statements of Cash Flows (Unaudited)
             For the Six Months Ended December 31, 2003 and 2002.............6-7

            Condensed Notes to Consolidated Financial Statements............8-12

   Item 2 - Management's Discussion and Analysis and Results of Operations.13-22

   Item 3 - Control and Procedures............................................22


PART II - OTHER INFORMATION

   Item 1 - Legal Proceedings.................................................23

   Item 2 - Changes in Securities and Use of Proceeds.........................23

   Item 4 - Submission of Matters to a Vote of Security Holders...............23

   Item 5 - Other Information.................................................23

   Item 6 - Exhibits and Reports on Form 8-K..................................24


SIGNATURES....................................................................24


                                       -2-
<PAGE>
<TABLE>
                                 CENUCO, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                            ASSETS

                                                                    December 31,    June 30,
                                                                        2003          2003
                                                                    ------------  -----------
                                                                     (Unaudited)
<S>                                                                 <C>           <C>
CURRENT ASSETS:
    Cash and Cash Equivalents ....................................  $   103,847   $   295,088
    Short-term Investment ........................................      709,905       701,614
    Tuition Receivable - current  (Net of Allowance for
        Doubtful Accounts of $88,222 and $108,000, respectively) .      710,327       870,261
    Accounts Receivable (Net of Allowance for Doubtful
        Accounts of $4,027 and $9,027, respectively) .............       20,384        19,262
    Inventories ..................................................       23,185        32,814
    Deferred Recruiting Fees .....................................       30,947        45,852
    Other Current Assets .........................................       33,862        28,122
                                                                    -----------   -----------

        Total Current Assets .....................................    1,632,457     1,993,013
                                                                    -----------   -----------

PROPERTY AND EQUIPMENT:
    Computer Equipment and Software ..............................      197,569       170,225
    Furniture, Fixtures and Office Equipment .....................       50,699        50,699
    Leasehold Improvements .......................................        3,051         3,051
                                                                    -----------   -----------
                                                                        251,319       223,975

    Less: Accumulated Depreciation ...............................     (121,778)      (98,646)
                                                                    -----------   -----------

        Total Property and Equipment .............................      129,541       125,329
                                                                    -----------   -----------

OTHER ASSETS:
    Tuition Receivable - non-current (Net of Allowance for
        Doubtful Accounts of $351,196 and $346,000, respectively)       503,643       542,310
    Deferred Recruiting Fees .....................................       39,387        36,121
    Security Deposits ............................................        8,642         8,642
                                                                    -----------   -----------

        Total Other Assets .......................................      551,672       587,073
                                                                    -----------   -----------

        Total Assets .............................................  $ 2,313,670   $ 2,705,415
                                                                    ===========   ===========

                  See accompanying notes to consolidated financial statements

                                              -3-
</TABLE>
<PAGE>
<TABLE>
                                 CENUCO, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS
                                          (continued)
<CAPTION>
                        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                    December 31,    June 30,
                                                                        2003          2003
                                                                    ------------  -----------
                                                                     (Unaudited)
<S>                                                                 <C>           <C>
CURRENT LIABILITIES:
    Accounts Payable .............................................  $    28,556   $    21,762
    Unearned Revenues ............................................    1,086,718       984,396
    Accrued Recruiting Fees ......................................        7,494        20,544
    Other Accrued Expenses .......................................       33,366        90,695
                                                                    -----------   -----------

        Total Current Liabilities ................................    1,156,134     1,117,397
                                                                    -----------   -----------

NON-CURRENT LIABILITIES:
    Unearned Revenues ............................................    1,362,078     1,528,502
    Accrued Recruiting Fees ......................................        8,240        16,184
                                                                    -----------   -----------

        Total Non-Current Liabilities ............................    1,370,318     1,544,686
                                                                    -----------   -----------

        Total Liabilities ........................................    2,526,452     2,662,083
                                                                    -----------   -----------

STOCKHOLDERS' EQUITY (DEFICIT):
    Preferred Stock ($.001 Par Value; 1,000,000 Shares Authorized)
        No Shares Issued and Outstanding) ........................            -             -
    Common Stock ($.001 Par Value; 25,000,000 Shares Authorized;
        9,369,141 and  8,981,061 Shares Issued and Outstanding at
        December 31, 2003 and June 30, 2003, respectively) .......        9,369         8,981
    Common Stock Issuable (777,464 shares) .......................          777             -
    Additional Paid-in Capital ...................................    2,829,423     1,671,827
    Accumulated Deficit ..........................................   (2,253,926)   (1,611,476)
    Deferred Compensation ........................................     (798,425)      (26,000)
                                                                    -----------   -----------

        Total Stockholders' Equity (Deficit) .....................     (212,782)       43,332
                                                                    -----------   -----------

        Total Liabilities and Stockholders' Equity (Deficit) .....  $ 2,313,670   $ 2,705,415
                                                                    ===========   ===========

                  See accompanying notes to consolidated financial statements

                                              -4-
</TABLE>
<PAGE>
<TABLE>
                                      CENUCO, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                  For the Three Months Ended  For the Six Months Ended
                                                         December 31,                December 31,
                                                  -------------------------   -------------------------
                                                      2003          2002          2003          2002
                                                  -----------   -----------   -----------   -----------
                                                  (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
<S>                                               <C>           <C>           <C>           <C>
NET REVENUES:
    Tuition and Tuition-related ................  $   244,705   $   371,553   $   459,004   $   652,172
    Wireless Products and Services .............       36,930       109,361        89,717       285,268
                                                  -----------   -----------   -----------   -----------

NET REVENUES ...................................      281,635       480,914       548,721       937,440
                                                  -----------   -----------   -----------   -----------

COSTS AND EXPENSES:
    Cost of Equipment Sales ....................        5,290        49,006        14,373       147,016
    Instructional and Educational Support ......       18,103        32,806        26,670        52,874
    Research and Development ...................        2,930         1,639        20,571        23,607
    Selling and Promotion ......................       62,814       102,299        98,142       216,765
    General and Administrative .................      599,107       633,431     1,040,260     1,107,243
                                                  -----------   -----------   -----------   -----------

        Total Operating Expenses ...............      688,244       819,181     1,200,016     1,547,505
                                                  -----------   -----------   -----------   -----------

LOSS FROM OPERATIONS ...........................     (406,609)     (338,267)     (651,295)     (610,065)

OTHER INCOME:
    Interest Income ............................        5,063         4,703         8,845        13,417
                                                  -----------   -----------   -----------   -----------

LOSS BEFORE INCOME TAXES .......................     (401,546)     (333,564)     (642,450)     (596,648)

INCOME TAX BENEFIT (EXPENSE):
    Deferred Income Tax ........................            -        82,460             -       198,724
                                                  -----------   -----------   -----------   -----------

        Total Income Tax Benefit (Expense) .....            -        82,460             -       198,724
                                                  -----------   -----------   -----------   -----------

NET LOSS .......................................  $  (401,546)  $  (251,104)  $  (642,450)  $  (397,924)
                                                  ===========   ===========   ===========   ===========


    Net Loss Per Common Share - Basic ..........  $     (0.04)  $     (0.03)  $     (0.07)  $     (0.05)
                                                  ===========   ===========   ===========   ===========

    Weighted Common Shares Outstanding - Basic .    9,224,487     8,705,656     9,104,605     8,703,562
                                                  ===========   ===========   ===========   ===========

                       See accompanying notes to consolidated financial statements

                                                   -5-
</TABLE>
<PAGE>
<TABLE>
                                 CENUCO, INC. AND SUBSIDIAIRES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                  For the Six Months Ended
                                                                       December 31,
                                                               -------------------------------
                                                                   2003                2002
                                                               -----------         -----------
                                                               (Unaudited)         (Unaudited)
<S>                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss ..........................................        $  (642,450)        $  (397,924)
    Adjustments to Reconcile Net Loss to Net Cash Flows
        Used in Operating Activities:
           Depreciation ...............................             23,132              17,985
           Stock-Based Compensation ...................            277,336              18,474
           Deferred Income Taxes ......................                  -            (198,724)
           Provision for Doubtful Accounts ............            (19,548)            127,123

           (Increase) Decrease in:
             Tuition Receivable .......................            179,271             280,621
             Accounts Receivable ......................              3,878             (24,917)
             Inventories ..............................              9,629              50,458
             Deferred Recruiting Fees .................             14,905               1,371
             Other Current Assets .....................             (5,740)             (6,892)
         Other Assets:
             Tuition Receivable - Non-current .........             33,878            (275,029)
             Deferred Recruiting Fees - Non-current ...             (3,266)               (249)

           Increase (Decrease) in:
              Accounts Payable ........................              6,794               7,369
              Unearned Revenues .......................            102,322             118,625
              Accrued Recruiting Fees .................            (13,050)            (27,952)
              Other Accrued Expenses ..................            (48,329)                738
         Other Liabilities:
              Unearned Revenues - Non-current .........           (166,424)             50,631
              Accrued Recruiting Fees - Non-current ...             (7,944)             (4,097)
                                                               -----------         -----------

Net Cash Flows Used in Operating Activities ...........           (255,606)           (262,389)
                                                               -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Increase in Short-term Investment .................             (8,291)                  -
    Acquisition of Property and Equipment .............            (27,344)            (37,817)
                                                               -----------         -----------

Net Cash Flows Used in Investing Activities ...........            (35,635)            (37,817)
                                                               -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Sale of Common Stock ................            100,000                   -
                                                               -----------         -----------

Net Decrease in Cash and Cash Equivalents .............           (191,241)           (300,206)

Cash and Cash Equivalents - Beginning of Year .........            295,088           1,529,851
                                                               -----------         -----------

Cash and Cash Equivalents - End of Period .............        $   103,847         $ 1,229,645
                                                               ===========         ===========

                  See accompanying notes to consolidated financial statements

                                              -6-
</TABLE>
<PAGE>
<TABLE>
                                 CENUCO, INC. AND SUBSIDIAIRES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (continued)
<CAPTION>
                                                                  For the Six Months Ended
                                                                       December 31,
                                                               -------------------------------
                                                                   2003                2002
                                                               -----------         -----------
                                                               (Unaudited)         (Unaudited)
<S>                                                            <C>                 <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
   Interest ...........................................        $         -         $         -
                                                               ===========         ===========
   Income Taxes .......................................        $         -         $         -
                                                               ===========         ===========

NON-CASH INVESTING AND FINANCING ACTIVITIES:
    Common stock issued for debt ......................        $     9,000         $         -
                                                               ===========         ===========
    Common stock issued for  future services ..........        $ 1,195,585         $         -
                                                               ===========         ===========

                  See accompanying notes to consolidated financial statements

                                              -7-
</TABLE>
<PAGE>
                          CENUCO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Currently, Cenuco, Inc., (a Delaware corporation) and Subsidiaries (the
"Company") is engaged in two different business segments:

The Company has established a technology subsidiary called Cenuco, Inc., a
Florida corporation ("Cenuco"). Cenuco is a wholly-owned subsidiary that
develops wireless e-learning platform and technologies in the academic, consumer
and corporate marketplaces. We are also engaged in the development and sale of
wireless solutions and web services, which include the development of
business-to-business and business-to-consumer wireless applications, and state
of the art web technology and design services, though our subsidiary.

Additionally, through our subsidiary Barrington University, we are engaged in
the online distance learning industry with a focus on the international,
mid-career adult and corporate training markets. Our management has been engaged
in this business since 1993, through various predecessor entities (the
"Predecessors"). We own and operate an online distance learning university and
nutrition academy that offers licensed certificate and degree programs in a
variety of concentrations to students in over 80 countries worldwide. We are
licensed by the State Education Departments of the States of Alabama and
Florida, respectively. In addition to online training, we develop wireless
applications for schools and enterprise companies.

Our executive office is located at 6421 Congress Ave, Suite 201, Boca Raton,
Florida 33487 and we have an administrative office at 801 Executive Park Drive,
Mobile, Alabama 36606.

Our reportable segments are strategic business units that offer different
products, which complement each other. They are managed separately based on the
fundamental differences in their operations.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission ("SEC"). The accompanying consolidated
financial statements for the interim periods are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary for a fair presentation of the financial
position and operating results for the periods presented. The consolidated
financial statements include the accounts of the Company and its wholly-owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements for the year ended June 30, 2003 and notes
thereto contained in the Company's report on Form 10-KSB as filed with the SEC.
The results of operations for the six months ended December 31, 2003 are not
necessarily indicative of the results for the full fiscal year ending June 30,
2004.

Certain reclassifications have been made to the prior period's consolidated
statements of operations to conform to the current period's presentation.

                                       -8-
<PAGE>
                         CENUCO, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES

Inventories, consisting of security cameras and equipment, are stated at the
lower of cost or market utilizing the first-in, first-out method.

REVENUE RECOGNITION

In connection with the development and sale of wireless solutions and web
services, which include the development of business-to-business and
business-to-consumer wireless applications, and state of the art web technology
and design services, the Company recognizes revenue as services are performed or
products are delivered. The Company has executed a distribution agreement
whereby the distributor may purchase wireless product on consignment. Any sales
made to the distributor under this agreement will be recorded as a deferred
revenue liability until such time as the distributor has sold the product at
which time the Company will recognize the related revenues.

The Company recognizes tuition and registration revenues from its online
distance learning segment based on the number of courses actually completed in
each student's course of study. For example, if a student completes three out of
his nine required courses, the Company will recognize 33% of the tuition
regardless of the amount of time that the student has taken to fulfill these
requirements.

Tuition refunds are based on the date that the student cancels and the policy is
as follows: If the student withdraws within 5 calendar days after midnight of
the day the student signs the Enrollment Agreement (Full Refund Period) the
student will receive a full refund with no further obligation. If the student
cancels after the Full Refund Period but before the school receives the first
completed lesson, the student will be charged a registration fee of $150 and the
student will receive a full refund less the registration fee charge. If the
student cancels after the school receives the first completed lesson, the
student's tuition obligation will be their registration fee plus a portion of
the remaining tuition as defined below.

         PERCENTAGE OF COURSE COMPLETED     AMOUNT OF TUITION OBLIGATED
         ------------------------------     ---------------------------
                  10% of less                     10% of tuition
                  Between 11% - 25%               25% of tuition
                  Between 26% - 50%               50% of tuition
                  Over 50%                        Obligated for full tuition.

When a student withdraws, the Company writes off the remaining tuition
receivable balance against the remaining unearned revenue balance and records a
net increase or decrease to net revenues.

                                       -9-
<PAGE>
                          CENUCO, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

STOCK OPTIONS

The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. Such
compensation amounts, if any, are amortized over the respective vesting periods
of the option grant. The Company adopted the disclosure provisions of SFAS No.
123, "Accounting for Stock-Based Compensation" and SFAS 148, "Accounting for
Stock-Based Compensation -Transition and Disclosure", which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied. The Company accounts for stock options
and stock issued to non-employees for goods or services in accordance with the
fair value method of SFAS 123.

EARNINGS (LOSS) PER COMMON SHARE

Basic net earnings (loss) per share equals net earnings (loss) divided by the
weighted average shares outstanding during the year. The computation of diluted
net earnings per share does not include dilutive common stock equivalents in the
weighted average shares outstanding as they would be antidilutive. The
reconciliation between the computations is as follows:

                                         Net Loss      Basic Shares    Basic EPS
                                        -----------    ------------    ---------
Six months ended December 31, 2003 .... $ (642,450)     9,104,605       $ (.07)
Six months ended December 31, 2002 .... $ (397,924)     8,703,562       $ (.05)
Three months ended December 31, 2003 .. $ (401,546)     9,224,487       $ (.04)
Three months ended December 31, 2002 .. $ (251,104)     8,705,656       $ (.03)

The exercise prices of all options granted by the Company equal the market price
at the dates of grant. No compensation expense has been recognized. Had
compensation cost for the stock option plan been determined based on the fair
value of the options at the grant dates consistent with the method of SFAS 123,
"Accounting for Stock Based Compensation", the Company's net loss and loss per
share would have been changed to the pro forma amounts indicated below for the
six months ended December 31, 2003 and 2002:

                                      For the six months ended
                                             December 31,
                                    -----------------------------
                                        2003              2002
                                    -----------       -----------
         Net loss:
             As reported .......... $ (642,450)       $ (397,924)
             Pro forma ............   (708,609)         (397,924)

         Basic loss per share:
             As reported ..........       (.07)             (.05)
             Pro forma ............       (.08)             (.05)

The above pro forma disclosures may not be representative of the effects on
reported net earnings for future years as options vest over several years and
the Company may continue to grant options to employees.

                                      -10-
<PAGE>
                          CENUCO, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT)

COMMON STOCK

On December 10, 2003, the Board of Directors approved an increase in the
authorized common shares to 25,000,000.

On December 10, 2003, the Company issued 260,000 shares of common stock to
officers of the Company and to independent directors for services rendered. Such
shares were valued at their market value on the date of issuance at $.71 per
share. The Company recorded compensation of $184,600 related to these services.

On December 10, 2003, in connection with consulting agreements, the Company was
to issue 777,464 restricted shares of common stock for services rendered and to
be rendered in the future. As of December 31, 2003, these shares had not been
issued and are included in common stock issuable on the consolidated balance
sheet. The Company valued these shares at their market value on the date of
issuance of $.71 per share. In connection with these shares, the Company
recorded compensation of $39,980 and deferred compensation of $512,019, which
will be amortized over the service period.

On December 31, 2003, in connection with a private placement, the Company sold
one unit for $100,000 comprised of 100,000 shares of common stock and warrants
entitling the holder to purchase up to 100,000 shares of the Company's common
stock, at an exercise price of $1.00. The warrants expire on December 31, 2008.

COMMON STOCK WARRANTS

On December 10, 2003, the Company entered into a thirteen month agreement with
two consultants beginning on December 18, 2003. The consultants received an
aggregate of 850,000 warrants to purchase shares of the Company's common stock
at an exercise price of $1.00 per share. The fair value of this warrant grant
was estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions dividend yield of -0- percent;
expected volatility of 64 percent; risk-free interest rate of 4.50 percent and
an expected holding periods of 5.00 years. In connection with these warrants,
the Company recorded compensation expense of $11,456 for the six months ended
December 31, 2003 and deferred compensation of $286,406, which will be amortized
over the service period. The warrants expire on December 18, 2008.

                                      -11-
<PAGE>
                          CENUCO, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4 - SEGMENT INFORMATION

For the three and six months ended December 31, 2003 and 2002, the Company
operated in two reportable business segments - (1) the online distance learning
industry and (2) the development and sales of wireless solutions and web
services. The online distant learning segment provides internet education to
student internationally. The latter segment includes development of business-to-
business and business-to-consumer wireless applications, and state of the art
web technology and design services. The Company's reportable segments are
strategic business units that offer different products, which compliment each
other. They are managed separately based on the fundamental differences in their
operations. Information with respect to these reportable business segments for
the three and six months ended December 31, 2003 and 2002 is as follows:
<TABLE>
<CAPTION>
                                  For the Three Months Ended       For the Six Months Ended
                                          December 31,                    December 31,
                                      2003           2002            2003             2002
                                   ---------      ---------      -----------      -----------
<S>                                <C>            <C>            <C>              <C>
Net Sales:
  Online distance learning ...     $ 244,705      $ 371,553      $   459,004      $   652,172
  Wireless solutions .........        36,930        109,361           89,717          285,268
                                   ---------      ---------      -----------      -----------
     Total Net Sales .........       281,635        480,914          548,721          937,440
                                   ---------      ---------      -----------      -----------

Costs and Operating Expenses:
  Online distance learning ...       260,739        410,010          440,620          735,348
  Wireless solutions .........       427,505        409,171          759,396          812,157
                                   ---------      ---------      -----------      -----------
     Total Costs and Operating
       Expenses ..............       688,244        819,181        1,200,016        1,547,505
                                   ---------      ---------      -----------      -----------

Interest Income:
  Online distance learning ...             -          2,222               90            8,990
  Wireless solutions .........         5,063          2,481            8,755            4,427
                                   ---------      ---------      -----------      -----------
     Total Interest Income ...         5,063          4,703            8,845           13,417
                                   ---------      ---------      -----------      -----------

Net Income (Loss):
  Online distance learning ...       (16,034)      (126,327)          18,474          (48,014)
  Wireless solutions .........      (385,512)      (124,777)        (660,924)        (349,910)
                                   ---------      ---------      -----------      -----------
     Total Net Loss: .........     $(401,546)     $(251,104)     $  (642,450)     $  (397,924)
                                   =========      =========      ===========      ===========

Total Assets:
  Online distance learning ................................      $ 1,341,966      $ 2,951,278
  Wireless solutions ......................................          971,704        1,225,021
                                                                 -----------      -----------
                                                                 $ 2,313,670      $ 4,176,299
                                                                 ===========      ===========
</TABLE>
                                      -12-
<PAGE>

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

GENERAL

         The following analysis of the results of operations and financial
condition of the Company should be read in conjunction with the consolidated
financial statements for the year ended June 30, 2003 and notes thereto
contained in the Report on Form 10-KSB of Cenuco, Inc. as filed with the SEC.
These financial statements reflect the consolidated operations of Cenuco, Inc.
for the six months ended December 31, 2003 and 2002, respectively.

         This report on Form 10-QSB contains forward-looking statements. These
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward-looking terminology such as "may,"
"expect," "anticipate," "estimate" or "continue" or the negative thereof or
other variations thereon or comparable terminology. The reader is cautioned that
all forward-looking statements are necessarily speculative and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in such forward-looking statements. We do not
have a policy of updating forward-looking statements and thus it should not be
assumed that silence over time means that actual events are bearing out as we
estimated in such forward-looking statements.

         Reflecting the changing focus of our business, we plan to accelerate
the development of our suite of fully integrative wireless solutions for the
Security, Real Estate and Insurance markets. We have focused on our development
of wireless applications, while maintaining our market presence in the
distance-learning sector. We have continued to try and expand our online
distance- learning programs and have been restructuring and improving our
efforts to obtain our goals through increased mentoring programs to facilitate
the completion of course work, increased marketing efforts and improvement in
our on-line learning technologies. Additionally, we are seeking opportunities to
expands our programs in Asia and South America. We have hired additional sales
people for our online distance learning segment.

         Our wireless segment has produced viable solutions for the real estate
and security markets. In addition, we launched our retail line of wireless video
monitoring solutions, MommyTrack(TM). For the six months December 31, 2003,
revenue from our MommyTrack product amounted to approximately $7,300.

         Through Barrington University, our subsidiary, we are engaged in the
online distance learning business with a focus on the international,
second-career adult and corporate training markets. We currently operate our
main school, Barrington University, from Mobile, Alabama, where the State of
Alabama Department of Education, Code of Alabama, Title 16-46-1 through 10,
licenses the school. We offer degrees and training programs to students in over
90 countries and in multiple languages. The programs are "virtual" in their
delivery format and can be completed from a laptop, home computer or through a
wireless device.

         In addition to degree completion programs, we are focusing on training
corporate personnel, continuing education (CE) courses and wireless technology
for education, which we believe is a major growth area.

                                      -13-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
         (Continued)

         We are currently developing affordable wireless platforms to provide
companies with quality training services for their employees. Our staff works
directly with Human Resource departments to ensure the training is scalable and
applicable to their employees' needs. Our technology provides seamless
information to all employees, regardless if they are in the home, office or out
in the field.

         We have released other wireless application products that are currently
being used in the Security, Real Estate and insurance industries. The software
applications are compatible with most existing wireless devices. We expect to
release several academic and training solutions in fiscal 2004.

         We have received full approval for Sallie Mae funding for our students
that qualify for Sallie Mae loans. Sallie Mae has been providing funds for
educational loans. Sallie Mae currently owns or manages student loans for more
than seven million borrowers and is the nation's leading provider of educational
loans.

         We operate in two reportable business segments - (1) the development
and sales of wireless solutions and web services, and (2) the online distance
learning industry. The first segment includes development of
business-to-business and business-to-consumer wireless applications, and state
of the art web technology and design services. Our reportable segments are
strategic business units that offer different products. They are managed
separately based on the fundamental differences in their operations and are
discussed separately below.

SEASONALITY IN RESULTS OF OPERATIONS

         We experience seasonality in our results of operations from our online
distance-learning segment primarily as a result of changes in the level of
student enrollments and course completion. While we enroll students throughout
the year, December and January average enrollments and course completion and
related revenues generally are lower than other quarters due to seasonal breaks
in December and January. Accordingly, costs and expenses historically increase
as a percentage of tuition and other net revenues as a result of certain fixed
costs not significantly affected by the seasonal second quarter declines in net
revenues.

         We experience a seasonal increase in new enrollments in August of each
year when most other colleges and universities begin their fall semesters. As a
result, instructional costs and services and selling and promotional expenses
historically increase as a percentage of tuition and other net revenues in the
fourth quarter due to increased costs in preparation for the August peak
enrollments.

                                      -14-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
         (Continued)

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2002

CONSOLIDATED RESULTS

         The following discussion relates to our consolidated results of
operations. Further discussion and analysis of operating results follows and is
discussed by segment.

Revenues

         For the six months ended December 31, 2003, we had a 41% decrease in
earned revenues to $548,721 from $937,440 for the six months ended December 31,
2002.

Cost of Equipment Sales

         For the six months ended December 31, 2003 and 2002, we incurred cost
of sales related to the sale of equipment of $14,373 and $147,016, respectively.

Instruction and Educational Support

         Instruction and educational support expenses related to our online
distant-learning segment. For the six months ended December 31, 2003,
instructional and educational support expenses decreased by 50% to $26,670 or
4.9% of net revenues as compared to $52,874 or 5.6% of net revenues for the six
months ended December 31, 2002.

Selling and Promotion

         Selling and promotion expense consists primarily of recruiting fees,
advertising, trade show expense, and travel. For the six months ended December
31, 2003, selling and promotion expenses decreased by 54.7% to $98,142 or 17.9%
of net revenues as compared to $216,765 or 23.1% of net revenues for the six
months ended December 31, 2002.

General and Administrative Expenses

         General and administrative expenses, which includes salaries,
professional fees, rent, travel and entertainment, insurance, bad debt, and
other expenses, were $1,040,260 for the six months ended December 31, 2003 as
compared to $1,107,243 for the six months ended December 31, 2002. This amounted
to 190.0% of net revenues for the six months ended December 31, 2003 as compared
to 118.1% for the six months ended December 31, 2002.

Interest Income

         Interest income was $8,845 for the six months ended December 31, 2003
as compared to $13,417 for the six months ended December 31, 2002, a decrease of
$4,572.

                                      -15-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
         (Continued)

RESULTS OF OPERATIONS (Continued)

SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2002

Income Taxes

         Deferred tax assets and liabilities are provided for significant income
and expense items recognized in different years for tax and financial reporting
purposes. As of December31, 2002, we did not record a valuation allowance on the
deferred tax assets because the Company's ability to realize these benefits was
"more likely than not". The deferred tax asset was reported in the accompanying
balance sheet at December 31, 2002. As of December 31, 2003, the net deferred
taxes have been fully offset by a valuation allowance since the Company cannot
currently conclude that it is more likely than not that the benefits will be
realized. The net operating loss carryforward for income tax purposes of
approximately $1,400,000 expires beginning in 2017. Internal Revenue Code
Section 382 places a limitation on the amount of taxable income that can be
offset by carryforwards after a change in control (generally greater than a 50%
change in ownership).

ONLINE DISTANCE LEARNING SEGMENT

REVENUES

         For the six months ended December 31, 2003, we had a 29.6% decrease in
earned revenues to $459,004 from $652,172 for the six months ended December 31,
2002. The decrease in revenues is due primarily to a decrease in the number of
students that have completed courses in our programs at a slower rate than
expected. Unearned revenue represents the portion of tuition revenue invoiced
but not earned and is reflected as a liability in the accompanying consolidated
balance sheets. Since we will recognize tuition and registration revenue based
on the number of courses actually completed in each student's course of study,
student course completion efforts, if successful, are extremely beneficial to
operating results. The general slowdown in course completion by our students had
an adverse effect on our revenues. We are making efforts to mentor our students
and are encouraging them to complete their respective coursework. These efforts
include telephone calls, emails, letters, and the offering of incentives to
students. We have recently increased our marketing efforts and we have seen an
increase in student enrollment in the quarter ended December 31, 2003 and expect
student enrollment to continue increase in the third quarter of fiscal 2004.

         Tuition refunds are based on the date that the student cancels and the
policy is as follows: If the student withdraws within 5 calendar days after
midnight of the day the student signs the Enrollment Agreement (Full Refund
Period) the student will receive a full refund with no further obligation. If
the student cancels after the Full Refund Period but before the school receives
the first completed lesson, the student will be charged a registration fee of
$150 and the student will receive a full refund less the registration fee
charge. If the student cancels after the school receives the first completed
lesson, the student's tuition obligation will be their registration fee plus a
portion of the remaining tuition as defined below.

         PERCENTAGE OF COURSE COMPLETED     AMOUNT OF TUITION OBLIGATED
         ------------------------------     ---------------------------
                  10% of less                     10% of tuition
                  Between 11% - 25%               25% of tuition
                  Between 26% - 50%               50% of tuition
                  Over 50%                        Obligated for full tuition.

                                      -16-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
         (Continued)

RESULTS OF OPERATIONS (Continued)

SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2002

         When a student withdraws, we write off the remaining tuition receivable
balance against the remaining unearned revenue balance and recorded a net
increase or decrease to net revenues. The effect on net revenues was
approximately a decrease of approximately $2,000 for the six months ended
December 31, 2003.

EXPENSES

Instruction and Educational Support

         Instruction and educational support expenses consist primarily of
student supplies such as textbooks as well as course development fees, credit
card fees, computer related expenses, and printing fees. For the six months
ended December 31, 2003, instructional and educational support expenses
decreased by 50% to $26,670 or 5.8% of net tuition and tuition-related revenues
as compared to $52,874 or 8.1% of net tuition and tuition-related revenues for
the six months ended December 31, 2002. The decrease in instructional and
educational support expenses and the related percentages was mainly attributable
to the fact that we have enrolled fewer students in the current period and we
are able to purchase text books from a new supplier at reduced prices.
Accordingly, student supply expense was $4,391 or 1.0% of net tuition and
tuition-related revenues for the six months ended December 31, 2003 as compared
to $12,745 or 2.0% of revenue for the six months ended December 31, 2002.
Printing and reproduction costs decreased to $9,703 for the six months ended
December 31, 2003 as compared to $15,631 for the six months ended December 31,
2002. Computer and internet expenses increased to $7,211 for the six months
ended December 31, 2003 as compared to $3,420 for the three months ended
September 30, 2002. Additionally, we didn't incurred costs associated with
course development for the six months ended December 31, 2003 as compared to
$8,292 for the six months ended December 31, 2002.

Selling and Promotion

         Selling and promotion expense consists primarily of recruiting fees,
advertising and travel. For the six months ended December 31, 2003, selling and
promotion expenses decreased by 55% to $41,385 or 9.0% of net tuition and
tuition-related revenues as compared to $91,776 or 14% of similar net revenues
for the six months ended December 31, 2002. The decrease in selling and
promotion expenses is attributable to the shift in our selling and promotion
efforts to our wireless solutions segment. We have refocused our efforts on our
distant learning segment and plan to increase our advertising and marketing
efforts. For the six months ended December 31. 2003, advertising expense
amounted to $20,052 as compared to $64,429 for the six months ended December 31,
2002. Additionally, our recruiting fees decreased to $18,323 for six months
ended December 31, 2003 from $19,557 for the six months ended December 31, 2002.
The decrease is attributable to our decreased use of recruiters to obtain
students and a general slow-down in new students. Additionally, during the six
months ended December 31, 2003, we reversed accrued recruiting fees due to the
withdrawal of students that attributed to the recording of recruiting fee
income. We are currently running advertisements in various national publications
and newspapers in order to attract more students. We expect our advertising
budget to increase through the end of fiscal 2004.

                                      -17-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
         (Continued)

RESULTS OF OPERATIONS (CONTINUED)

SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2002

ONLINE DISTANCE LEARNING SEGMENT (CONTINUED)

General and Administrative Expenses

         General and administrative expenses, which includes salaries,
professional fees, rent, travel and entertainment, insurance, bad debt, and
other expenses, were $372,565 for the six months ended December 31, 2003 as
compared to $590,698 for the six months ended December 31, 2002. This amounted
to 81.2% of net tuition and tuition-related revenues for the six months ended
December 31, 2003 as compared to 90.6% for the six months ended December 31,
2002. The change was directly attributable to increased non-cash compensation
expense from the issuance of common stock and grants of stock options and
warrants for services offset by decreases in operating expenses and was
primarily due to the following factors:

         The cost of professional fees decreased to $33,071 for the six months
ended December 31, 2003 as compared to $57,385 for the six months ended December
31, 2002. During the six months ended December 31, 2002, we incurred additional
costs associated with the filing of a registration statement with the Securities
and Exchange Commission and incurred legal expenses in connection with the
dismissal of a lawsuit. For the six months ended December 31, 2003, salaries
were $141,782 as compared to salaries of $145,527 for the six months ended
December 31, 2002. Additionally, we experienced a decrease in postage and
delivery and telephone expenses due to a decrease in student activity. We
incurred bad debt expense of $(14,548) for the six months ended December 31,
2003 as compared to $253,524 for the six months ended December 31, 2002 For the
six months ended December 31, 2003, we reduced our allowance for doubtful
account due to the withdrawal of inactive students. For the six moths ended
December 31, 2003, we recorded non-cash compensation of $78,087 from the
issuance of common stock and granted of stock option and warrants for services.

Interest Income

         Interest income was $90 for the six months ended December 31, 2003 as
compared to $8,990 for the six months ended December 31, 2002, a decrease of
$8,900 due to the fact that cash was transferred to our wireless segment. We
currently invest our excess cash balances in primarily two interest-bearing
accounts with two financial institutions.

                                      -18-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
         (Continued)

RESULTS OF OPERATIONS (CONTINUED)

SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2002

WIRELESS AND WEB SOLUTIONS SEGMENT

         For the six months ended December 31, 2003 and 2002, we had net
revenues from our wireless and web solutions segment of $89,717 and $285,268,
respectively, which consisted of the following:

         Equipment and Software Sales ...........   $ 18,367   $157,194
         Wireless Solutions and Web Services ....     71,350    105,334
         Other ..................................          -     22,740
                                                    --------   --------
                                                    $ 89,717   $285,268
                                                    ========   ========

         For the six months ended December 31, 2002, equipment sales included
revenues from the sale of telephone equipment or approximately $78,000 that we
no longer sell in the current period. Additionally, in the six months ended
December 31, 2002, we had non-recurring revenues from certain web related
development service amounting to approximately $30,000.

         For the six months ended December 31, 2003 and 2002, we incurred cost
of sales related to the sale of equipment of $14,373 and $147,106, respectively.

         For the six months ended December 31, 2003 and 2002, we incurred
research and development expenses from the development of our new products of
$20,571 and $23,607, respectively.

         For the six months ended December 31, 2003, selling and promotion
expenses amounted to $56,757, which included $29,965 in commission expense,
$11,122 in advertising expense, printing and reproduction expense of $3,848, and
travel expenses of $11,873. For the six months ended December 31, 2002, selling
and promotion expenses amounted to $124,989, which included $5,119 in commission
expense, $17,865 in advertising expense, $58,534 of trade show expense, printing
and reproduction expense of $14,635, travel expenses of $19,836, licensing fees
of $20,418 and other expenses.

         For the six months ended December 31, 2003, we incurred $667,695 of
general and administrative expenses, which included salaries expense of
$235,681, consulting expense of $119,217, rent expense of $22,188, professional
fees of $23,914 and other expenses. Additionally, for the six moths ended
December 31, 2003, we recorded non-cash compensation of $138,450 from the
issuance of common stock and grants of stock options and warrants for services.
For the six months ended December 31, 2002, we incurred $516,545 of general and
administrative expenses, which included salaries of $289,284, consulting expense
of $36,000, computer and internet related expenses of $14,929, rent expense of
$15,031, licensing fees of $31,577 and other expenses. The increase in
consulting fees for the six months ended December 31, 2003 as compared to the
six months ended December 31, 2002 was attributable to an increase in fees paid
for public relations services related to our MommyTrack product. The increase in
rent expense for the six months ended December 31, 2003 as compared to the six
months ended December 31, 2002 was attributable the increase in rent allocated
to our wireless segment related to an increase in office space used by this
segment.

                                      -19-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
         (Continued)

RESULTS OF OPERATIONS (CONTINUED)

SIX MONTHS ENDED DECEMBER 31, 2003 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2002

WIRELESS AND WEB SOLUTIONS SEGMENT (CONTINUED)

         For the six months ended December 31, 2003 and 2002, interest income
was $8,755 and $4,427, respectively. We currently invest our excess cash
balances in primarily two interest-bearing accounts with two financial
institutions.

OVERALL CONSOLIDATED RESULTS

Net income (loss)

         As a result of the foregoing factors, we recognized a net loss of
$(642,450) or $(.07) per share on a consolidated basis for the six months ended
December 31, 2003 as compared to net loss of $(397,924) or $(.05) per share for
the six months ended December 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2003, we had $813,752 in cash and equivalents and a
short-term investment on hand to meet our obligations. In connection with a
private placement, we sold one unit for $100,000 comprised of 100,000 shares of
common stock and warrants entitling the holder to purchase up to 100,000 shares
of the Company's common stock, at an exercise price of $1.00. We plan on raising
additional funds to expand our operations or to pursue acquisition opportunities
or other expansion opportunities

         During the six months ended December 31, 2003, we invested substantial
time and resources developing and evaluating products and opportunities for our
wireless solutions segment. We will continue to develop new wireless solutions
for both of our segments and may consider acquisitions, business combinations,
or start up proposals, which could be advantageous to our product lines or
business plans, although the Company expects to be profitable in the future
there can be no assurance.

         Net cash used in operations was $255,606 for the six months ended
December 31, 2003 as compared to net cash used in operations of $262,389 for the
six months ended December 31, 2002. We feel that with expected positive cash
flow, our current cash balance is sufficient to sustain our operations over the
ensuing 12-month period, including the expected growth during this period.

         Net cash used in investing activities for the six months ended December
31, 2003 was $35,635 as compared to $37,817 for six months ended December 31,
2002 and primarily related to the acquisition of property and equipment of
$27,344 and $37,817 for the six months ended December 31, 2003 and 2002,
respectively.

         We currently have no material commitments for capital expenditures. Our
future growth is dependent on our ability to raise capital for expansion, and to
seek additional revenue sources. If we decide to pursue any acquisition
opportunities or other expansion opportunities, we may need to raise additional
capital, although there can be no assurance such capital- raising activities
would be successful.

                                      -20-
<PAGE>

CRITICAL ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 1 to
the audited financial statements included in Quarterly Report on Form 10-QSB for
the year ended June 30, 2003. We believe that the application of these policies
on a consistent basis enables us to provide useful and reliable financial
information about our operating results and financial condition.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.

         We account for stock options issued to employees in accordance with the
provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. As such,
compensation cost is measured on the date of grant as the excess of the current
market price of the underlying stock over the exercise price. Such compensation
amounts, if any, are amortized over the respective vesting periods of the option
grant. We adopted the disclosure provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation" and SFAS 148, "Accounting for Stock-Based Compensation
- -Transition and Disclosure", which permits entities to provide pro forma net
income (loss) and pro forma earnings (loss) per share disclosures for employee
stock option grants as if the fair-valued based method defined in SFAS No. 123
had been applied. We account for stock options and stock issued to non-employees
for goods or services in accordance with the fair value method of SFAS 123.

         We recognize tuition and registration revenue based on the number of
courses actually completed in each student's course of study. For example, if a
student completes three out of his nine required courses, the Company will
recognize 33% of the tuition regardless of the amount of time that the student
has taken to fulfill these requirements. Tuition refunds are based on the date
that the student cancels and the policy is as follows: If the student withdraws
within 5 calendar days after midnight of the day the student signs the
Enrollment Agreement (Full Refund Period) the student will receive a full refund
with no further obligation. If the student cancels after the Full Refund Period
but before the school receives the first completed lesson, the student will be
charged a registration fee of $150 and the student will receive a full refund
less the registration fee charge. If the student cancels after the school
receives the first completed lesson, the student's tuition obligation will be
their registration fee plus a portion of the remaining tuition as defined below.

         PERCENTAGE OF COURSE COMPLETED     AMOUNT OF TUITION OBLIGATED
         ------------------------------     ---------------------------
                  10% of less                     10% of tuition
                  Between 11% - 25%               25% of tuition
                  Between 26% - 50%               50% of tuition
                  Over 50%                        Obligated for full tuition.

         When a student withdraws, we write off the remaining tuition receivable
balance against the remaining unearned revenue balance and recorded a net
increase or decrease to net revenues. The effect on net revenues was
approximately a decrease of approximately $2,000 for the three months ended
September 30, 2003.

         In connection with the development and sale of wireless solutions and
web services, which include the development of business-to-business and
business-to-consumer wireless applications, and state of the art web technology
and design services, the Company recognizes revenue as services are performed or
on a pro rata basis over the contract term.

                                      -21-
<PAGE>

RECENT ACCOUNTING PRONOUNCEMENTS

         The Financial Accounting Standards Board has recently issued several
new accounting pronouncements:

         In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 requires that if an entity
has a controlling financial interest in a variable interest entity, the assets,
liabilities and results of activities of the variable interest entity should be
included in the consolidated financial statements of the entity. FIN 46 requires
that its provisions are effective immediately for all arrangements entered into
after January 31, 2003. The Company does not have any variable interest entities
created after January 31, 2003. For those arrangements entered into prior to
January 31, 2003, the FIN 46 provisions are required to be adopted at the
beginning of the first interim or annual period beginning after June 15, 2003.
The Company has not identified any variable interest entities to date.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." This
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. This statement is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective for the first interim
period beginning after June 15, 2003, with certain exceptions. The adoption of
SFAS No. 150 did not have a significant impact on our consolidated financial
position or results of operations.

ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, we conducted an
evaluation, under the supervision and with the participation of the Chief
Executive Officer and Principal Accounting Officer, of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the Chief
Executive Officer and Principal Accounting Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms. There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

Changes in Internal Controls

         There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date set forth above.

                                      -22-
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         From time to time the company faces litigation in the ordinary course
of business. Currently we are not involved with any litigation which will have a
material adverse effect on our financial condition.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

COMMON STOCK

         On December 10, 2003, the Board of Directors approved an increase in
the authorized common shares to 25,000,000.

         On December 10, 2003, we issued 260,000 shares of common stock to
officers of the Company and to independent directors for services rendered. Such
shares were valued at their market value on the date of issuance at $.71 per
share.

         On December 10, 2003, in connection with consulting agreements
effective December 18, 2003, we were to issue 777,464 restricted shares of
common stock for services rendered and to be rendered in the future. As of
December 31, 2003, these shares had not been issued and are included in common
stock issuable on the consolidated balance sheet.

         On December 31, 2003, in connection with a private placement, we sold
one unit for $100,000 comprised of 100,000 shares of common stock and warrants
entitling the holder to purchase up to 100,000 shares of the Company's common
stock, at an exercise price of $1.00. The warrants expire on December 31, 2008.

COMMON STOCK WARRANTS

         On December 10, 2003, we entered into a thirteen month agreement with
two consultants effective December 18, 2003. The consultants received an
aggregate of 850,000 warrants to purchase shares of the Company's common stock
at an exercise price of $1.00 per share. The warrants expire on December 18,
2008.

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

         None

ITEM 5.  OTHER INFORMATION

         None

                                      -23-
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

         10.4     Form of subscription agreement used in private placement

         31.1     Certification of Chief Executive Officer in accordance with 18
                  U.S.C. Section 1350, as adopted by Section 302 of the
                  Sarbanes-Oxley Act of 2002

         31.2     Certification of Principal Financial Officer in accordance
                  with 18 U.S.C. Section 1350, as adopted by Section 302 of the
                  Sarbanes-Oxley Act of 2002

         32.1     Certification of Chief Executive Officer in accordance with 18
                  U.S.C. Section 1350, as adopted by Section 906 of the
                  Sarbanes-Oxley Act of 2002

         32.1     Certification of Principal Financial Officer in accordance
                  with 18 U.S.C. Section 1350, as adopted by Section 906 of the
                  Sarbanes-Oxley Act of 2002

         (b) Reports On Form 8-K

         On December 19, 2003, we filed an 8-K reporting a change in our
certifying accountants


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, duly authorized.


                                        CENUCO, INC. AND SUBSIDIARIES


         Dated: February 13, 2004       By: /s/ Steven Bettinger
                                            --------------------
                                            Steven Bettinger, President and
                                            Chief Executive Officer


         Dated: February 13, 2004       By: /s/ Robert Bettinger
                                            --------------------
                                            Robert Bettinger, Chairman of the
                                            Board, Treasurer, Principal
                                            Financial and Accounting Officer


                                      -24-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit_10-4.txt
<TEXT>
                                                                    EXHIBIT 10.4

                             SUBSCRIPTION AGREEMENT

                                December __, 2003


CENUCO, INC.
6421 CONGRESS AVE
BOCA RATON, FL 33487


Dear Sirs:

         1.1 SUBSCRIPTION. I, the undersigned investor (the "Investor"), hereby
subscribes for and agree to purchase one Unit consisting of 100,000 shares of
common stock and warrants to purchase an additional 100,000 shares of common
stock on the terms and conditions contained herein (the "unit:)". The warrants
shall be exercisable over a five-year period at $1.00 per share, contain
standard anti-dilution provisions providing for adjustment in the event of
events such as stock splits, stock dividends and recapitalizations including
reverse stock splits.

         1.2 SUBSCRIPTION PAYMENT. As payment for this subscription,
simultaneously with the execution hereof, I am delivering herewith to the
Company a check made payable to the order of "Cenuco Inc." in the amount of
$100,000.


         2.1 INVESTOR REPRESENTATIONS AND WARRANTIES. I acknowledge, represent
and warrant to, and agree with, the Company as follows:

                  (a) I am aware that my investment involves a high degree of
         risk;

                  (b) I acknowledge and am aware that there is no assurance as
         to the future performance of the Company;

                  (c) I am purchasing the Unit for my own account for investment
         and not with a view to or for sale in connection with the distribution
         of the Unit nor with any present intention of selling or otherwise
         disposing of all or any part of the Unit. I agree that I must bear the
         economic risk of my investment for an indefinite period of time
         because, among other reasons, neither the common stock nor the common
         stock underlying the warrants have been registered under the Securities
         Act of 1933 (the "Securities Act") or under the securities laws of any
         states and, therefore, cannot be resold, pledged, assigned or otherwise
         disposed of unless they are subsequently registered under the
         Securities Act and under applicable securities laws of such states or
         an exemption from such registration is available. I hereby authorize
         the Company to place a legend denoting the restriction on the
         securities contained in the Units to be issued. I acknowledge that no
         public market will ever develop for the warrants.

                                        1
<PAGE>

                  (d) I further acknowledge my understanding that the Company's
         reliance on such exemptions referred to in Section 2.1(c) above are, in
         part, based upon the foregoing representations, warranties, and
         agreements by me and that the statutory basis for such exemptions would
         not be present, if notwithstanding such representations, warranties and
         agreements, I were acquiring the Unit for resale on the occurrence or
         non-occurrence of some pre-determined event. In order to induce the
         Company to issue and sell the Unit subscribed for hereby to me, it is
         agreed that the Company will have no obligation to recognize the
         ownership, beneficial or otherwise, of such Unit or any part thereof by
         anyone, except as set forth herein;

                  (e) I have the financial ability to bear the economic risk of
         my investment in the Company (including its possible total loss), have
         adequate means for providing for my current needs and personal
         contingencies and have no need for liquidity with respect to my
         investment in the Company;

                  (f) I, alone or together with my Purchaser Representative have
         such knowledge and experience in financial and business matters as to
         be capable of evaluating the merits and risks of an investment in the
         Unit and have obtained, in my judgment, sufficient information from the
         Company to evaluate the merits and risks of an investment in the
         Company;

                  (g) I:

                           (1) Have carefully read this Subscription Agreement ,
                  understand and have evaluated the risks of a purchase of the
                  Unit and have relied solely (except as indicated in subsection
                  (2), (3) and (4) below) on the information contained in the
                  this Subscription Agreement;

                           (2) Have been provided company 10Q, 10K and all other
                  requested information and an opportunity to obtain any
                  additional information concerning the offering, the Company
                  and all other information to the extent the Company possesses
                  such information or can acquire it without unreasonable effort
                  or expense; and

                           (3) Have been given the opportunity to ask questions
                  of, and receive answers from, the Company concerning the terms
                  and conditions of the offering and other matters pertaining to
                  this investment. In addition, as required by Section
                  517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a)
                  thereunder, I may have, at the offices of the Company, at any
                  reasonable hour, after reasonable prior notice, access to the
                  materials set forth in the Rule which the Company can obtain
                  without unreasonable effort or expense.

                                        2
<PAGE>

                  (h) In making my decision to purchase the Unit herein
         subscribed for, I have relied solely upon independent investigations
         made by me;

                  (i) If the undersigned is a corporation, trust, partnership,
         employee benefit plan, individual retirement account, Keogh Plan, or
         other tax-exempt entity, it is authorized and qualified to become an
         investor in the Company and the person signing this Subscription
         Agreement on behalf of such entity has been duly authorized by such
         entity to do so;

                  (j) The information contained in Section 2.2 of this
         Subscription Agreement is true and correct including any information
         which I have furnished and furnish to the Company with respect to my
         financial position and business experience, is correct and complete as
         of the date of this Subscription Agreement and if there should be any
         material change in such information prior to acceptance of my
         subscription, I will furnish such revised or corrected information to
         the Company;

                  (k) I hereby acknowledge and am aware that except for any
         rescission rights that may be provided under applicable state laws
         including the three day rights under Florida law, I am not entitled to
         cancel, terminate or revoke this subscription, and any agreements made
         in connection herewith shall survive my death or disability;

                  (m) I have not received any general solicitation or
         advertising regarding the purchase of the Unit; and

                  (o) Where applicable, I agree to be bound by any restrictions
         on resale of the Unit required by applicable state laws.

         2.2 INVESTOR REPRESENTATIONS AND WARRANTIES CONCERNING SUITABILITY,
ACCREDITED INVESTOR AND ELIGIBLE CLIENT STATUS. I represent and warrant the
following information:

             (a) The following information should be provided by the person
         making the investment decision whether on his own behalf or on behalf
         of an entity:

                  (1) Name of Investor: _____________________________ Age: _____

                  (2) Name of person making investment decision

                      _______________________________________________ Age: _____
                      (Print)

                                        3
<PAGE>

                  (3) Principal residence address and telephone number:

                      __________________________________________________________

                      __________________________________________________________

                  (4) Secondary residence address and telephone number:

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________

                      I have no present intention of becoming a resident of any
                      other state or jurisdiction.

                  (5) Name, address, telephone number and facsimile number of
                      employer or business:

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________

                           (i) Nature of business ______________________________

                           (ii) Position and nature of responsibilities

                                ________________________________________________

                  (6) Length of employment or in current position ______________

                  (7) Prior employment, positions or occupations during the past
                      five years (and the inclusive dates of each) are as
                      follows:

                      Nature of Employment,
                         or Occupation         Position/ Duties      From/To
                      ---------------------    ----------------      -------

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________


                                        4
<PAGE>

                      Attach additional pages to answer any questions in greater
                      detail, if necessary. Each prospective investor, should
                      answer the following questions which pertain to income,
                      tax rate, net worth, liquid assets, and non-liquid assets
                      by including spousal contribution even though the
                      investment will be held in single name.

                  (8) Business or professional education and the degree(s)
                      received are as follows:

                           School            Degree           Year Received
                           ------            ------           -------------

                      __________________________________________________________

                      __________________________________________________________

                      __________________________________________________________

             (b) ACCREDITED INVESTOR REPRESENTATIONS. MUST INITIAL ONE.
         Initial all appropriate spaces on the following pages indicating the
         basis upon which the undersigned qualifies as an accredited investor
         (please initial only where appropriate).

For Individual Investors Only:

         (1) ___ I certify that I am an accredited investor because I have an
         individual net worth, or my spouse and I have combined net worth, in
         excess of $1,000,000. For purposes of this question, "net worth" means
         the excess of total assets at fair market value, including home, home
         furnishings and automobiles, over total liabilities.

         (2a) ___ I certify that I am an accredited investor because I had
         individual income (exclusive of any income attributable to my spouse)
         of more than $200,000 in 2001 and 2002 and I reasonably expect to have
         an individual income in excess of $200,000 in 2003.

         (2b) ___ Alternatively, my spouse and I have joint income in excess of
         $300,000 in each applicable year.

         (3) ___ I am a director or executive officer of the Company.

Other Investors:

         (4) ___ The undersigned certifies that it is one of the following: any
         bank as defined in Section 3(a)(2) of the Securities Act whether acting
         in its individual or fiduciary capacity; any broker or dealer
         registered pursuant to section 15 of the Securities Exchange Act of
         1934; insurance company as defined in Section 2(13) of

                                        5
<PAGE>

         the Securities Act; investment company registered under the Investment
         Company Act of 1940 or a business development company as defined in
         Section 2(a)(48) of that Act; Small Business Investment Company
         licensed by the U.S. Small Business Administration under Section 301(c)
         or (d) of the Small Business Investment Act of 1958; any plan
         established and maintained by a state, its political subdivisions, or
         any agency or instrumentality of a state or its political subdivisions,
         for the benefit of its employees, if such plan has total assets in
         excess of $5,000,000; employee benefit plan within the meaning of Title
         I of the Employee Retirement Income Security Act of 1974, if the
         investment decision is made by a plan fiduciary, as defined in Section
         3(21) of such Act, which is either a bank, savings and loan
         association, insurance company, or registered investment advisor, or if
         the employee benefit plan has total assets in excess of $5,000,000, or
         if a self-directed plan, with investment decisions made solely by
         persons that are accredited investors.

         (5) ___ The undersigned certifies that it is a private business
         development company as defined in Section 202(a)(22) of the Investment
         Advisors Act of 1940.

         (6) ___ The undersigned certifies that it is a organization described
         in Section 501(c)(3) of the Internal Revenue Code, corporation,
         Massachusetts or similar business trust or partnership, not formed for
         the specific purpose of acquiring the securities offered, with total
         assets in excess of $5,000,000.

         (7) ___ The undersigned certifies that it is a trust, with total assets
         in excess of $5,000,000, not formed for the specific purpose of
         acquiring the securities offered, whose purchase is directed by a
         sophisticated person as described in Rule 506(b)(2)(ii) of the
         Securities Act.

         (8) ___ The undersigned certifies that it is an entity in which all of
         the equity owners are accredited investors.

         2.3 REGISTRATION RIGHTS. The company will use its best efforts to
register the issued stock within the company's next registration.

         3. INDEMNIFICATION. I hereby agree to indemnify and hold harmless the
Company, its officers, directors, shareholders, employees, agents and attorneys
against any and all losses, claims, demands, liabilities and expenses (including
reasonable legal or other expenses) incurred by each such person in connection
with defending or investigating any such claims or liabilities, whether or not
resulting in any liability to such person) to which any such indemnified party
may become subject under the Securities Act, under any other statute, at common
law or otherwise, insofar as such losses, claims, demands, liabilities and
expenses (a) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact made by me and contained in this
Subscription Agreement, or (b) arise out of or are based upon any breach of any
representation, warranty or agreement contained herein.

                                        6
<PAGE>

         4. ARBITRATION. Any controversy, dispute or claim against the Company,
its officers, directors or employees arising out of or relating to this
Subscription Agreement, or its interpretation, application, implementation,
breach or enforcement which the parties are unable to resolve by mutual
agreement, shall be settled by submission by either party of the controversy,
claim or dispute to binding arbitration in Palm Beach County, Florida (unless
the parties agree in writing to a different location) before one arbitrator in
accordance with the rules of the American Arbitration Association then in
effect. In any such arbitration proceeding, the parties agree to provide all
discovery deemed necessary by the arbitrator. The decision and award made by the
arbitrator shall be final, binding and conclusive on all parties to any
arbitration proceeding for all purposes, and judgment may be entered thereon in
any court having jurisdiction thereof.

         5. SEVERABILITY. In the event any parts of this Subscription Agreement
are found to be void, the remaining provisions of this Subscription Agreement
shall nevertheless be binding with the same effect as though the void parts were
deleted.

         6. COUNTERPARTS. This Subscription Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Subscription Agreement may be by actual or facsimile signature.

         7. BENEFIT. This Subscription Agreement shall be binding upon and inure
to the benefit of the parties hereto and their legal representatives, successors
and assigns.

         8. NOTICES AND ADDRESSES. All notices, offers, acceptance and any other
acts under this Subscription Agreement (except payment) shall be in writing, and
shall be sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery, by facsimile delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:

         Investor:       At the address designated in Section 2.2 of this
                         Subscription Agreement

         The Company:    At the address on page 1 of this Subscription Agreement

or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.

         9. GOVERNING LAW. This Subscription Agreement and any dispute,
disagreement, or issue of construction or interpretation arising hereunder
whether relating to its execution, its validity, the obligations provided
therein or performance shall be governed or interpreted according to the laws of
the State of Florida.

                                        7
<PAGE>

         10. ORAL EVIDENCE. This Subscription Agreement constitutes the entire
Subscription Agreement between the parties and supersedes all prior oral and
written agreements between the parties hereto with respect to the subject matter
hereof. Neither this Subscription Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, except by a statement in
writing signed by the party or parties against which enforcement or the change,
waiver discharge or termination is sought.

         11. SECTION HEADINGS. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Subscription Agreement.

         12. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The
representations, warranties and agreements contained herein shall survive the
delivery of, and payment for, the Unit.

         13. ACCEPTANCE OF SUBSCRIPTION. The Company may accept this
Subscription Agreement at any time for all or any portion of the Unit subscribed
for by executing a copy hereof as provided and notifying me within a reasonable
time thereafter.


FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER
THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. THIS SALE IS BEING MADE IN FLORIDA. PAYMENTS FOR TERMINATED
SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE
PROMPTLY REFUNDED WITHOUT INTEREST. NOTICE SHOULD BE GIVEN TO THE COMPANY TO THE
ATTENTION OF STEVEN BETTINGER AT THE ADDRESS SET FORTH ON THE COVER PAGE OF THIS
SUBSCRIPTION AGREEMENT.

                                        8
<PAGE>

INDIVIDUAL INVESTORS


______________________                 ____________________________
Social Security Number                 Print Name of Investor No. 1


                                       ____________________________
                                       Signature of Investor No. 1


______________________                 ____________________________
Social Security Number                 Print Name of Investor No. 2


                                       ____________________________
                                       Signature of Investor No. 2


Manner in which Unit is to be held:

_____ Individual Ownership                         _____ Partnership

_____ Tenants-in-Common                            _____ Trust

_____ Joint Tenant With Right of Survivorship      _____ Corporation

_____ Community Property                           _____ Employee Benefit Plan

_____ Separate Property                            _____ Other (please indicate)

CORPORATE OR OTHER ENTITY


_________________                       _______________________
Federal ID Number                       Print Name of Entity

                                    By: _______________________
                                        Signature, Title

DATED: _______________, 2003

         By signing below, the undersigned accepts the foregoing subscription
and agrees to be bound by its terms.

         Cenuco, Inc.

By: ___________________________         Dated: December __, 2003
    Steven Bettinger, President

                                        9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>exhibit_31-1.txt
<TEXT>
                                                                    Exhibit 31.1
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven M. Bettinger, certify that:

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

2. Based on my knowledge, this 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 period presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over fiscal
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:

   (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

   (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principals;

   (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusion about the effectiveness
of disclosure controls and procedures, as of the end of the period covered by
this report based upon such evaluation; and

   (d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report
financial information; 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 over
financial reporting;

Date: February 13, 2004

/s/ Steven M. Bettinger
Steve M. Bettinger
Chief Executive Officer and President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>5
<FILENAME>exhibit_31-2.txt
<TEXT>
                                                                    Exhibit 31.2
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert K. Bettinger, certify that:

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

2. Based on my knowledge, this 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 period presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over fiscal
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:

   (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

   (b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principals;

   (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusion about the effectiveness
of disclosure controls and procedures, as of the end of the period covered by
this report based upon such evaluation; and

   (d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, 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 over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report
financial information; 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 over
financial reporting;

Date: February 13, 2004

/s/ Robert K. Bettinger
Robert K. Bettinger
Chairman of the Board and Principal Accounting Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>6
<FILENAME>exhibit_32-1.txt
<TEXT>
                                                                    Exhibit 32.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Cenuco, Inc. on Form 10-QSB
for the period ending December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof, I, Steven M. Bettinger, Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         1. The Report complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

         2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


Date: February 13, 2004

/s/ Steven M. Bettinger
Steven M. Bettinger,
Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>7
<FILENAME>exhibit_32-2.txt
<TEXT>
                                                                    Exhibit 32.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Cenuco, Inc. on Form 10-QSB
for the period ending December 31, 2003 as filed with the Securities and
Exchange Commission on the date hereof, I, Robert K. Bettinger, Principal
Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         1. The Report complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

         2. The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


Date: February 13, 2004

/s/ Robert K. Bettinger
Robert K. Bettinger,
Principal Accounting Officer

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
