UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 FORM 10-QSB

[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the quarterly period ended March 31, 2003

[  ]  Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                  to

                    Commission File Number     000-26709

                    Y3K SECURE ENTERPRISE SOFTWARE, INC.
    ------------------------------------------------------------------------
         (Exact name of small Business Issuer as specified in its charter)


                  Nevada                                   98-0201259
        ---------------------------             ------------------------------
     (State or other jurisdiction of          (IRS Employer Identification No.)
      incorporation or organization)

              108 West Stewart Avenue, Puyallup, Washington, 98371
         --------------------------------------------------------------
                    (Address of principal executive offices)

                                (253) 284-2935
                               -----------------
                 Issuer's telephone number, including area code

                                      N/A
            ---------------------------------------------------------
            (Former name, former address and former fiscal year, if
                        changed since last report)


Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days              [X] Yes  [ ] No

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 51,946,280 shares of $0.001
par value common stock outstanding as of April 30, 2003.


<PAGE>


PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements



                   Y3K SECURE ENTERPRISE SOFTWARE, INC.
                       (A Development Stage Company)


                     CONSOLIDATED FINANCIAL STATEMENTS


                           MARCH 31, 2003


<PAGE>


                   Y3K SECURE ENTERPRISE SOFTWARE, INC.
                      (A Development Stage Company)

                       CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
                                                   MARCH 31          JUNE 30
                                                     2003              2002
----------------------------------------------------------------------------------
<S>                                              <C>                  <C>
ASSETS

Current
   Cash                                          $    2,665           $    10,722
   Accounts receivable                                  571                     -
   Deposit on Karunga Acquisition (See Note 2)       50,000                     -
Capital Assets                                        5,952                 9,504
                                                 ----------           -----------
                                                 $   59,188           $    20,226
                                                 ==========           ===========

LIABILITIES

Current
   Accounts payable and accrued liabilities      $  574,489           $   510,963
   Loans payable to shareholders (See Note 3)       322,500                     -
   Loan payable to bank                             155,666               155,666
   Current portion of capital lease obligations     121,565               121,565
                                                 ----------           -----------
                                                  1,174,220               788,194

SHAREHOLDERS' DEFICIENCY

Share Capital
   Authorized:
     200,000,000 common shares, par value
     $0.001 per share

   Issued and outstanding:
      51,946,280  common shares at  March 31,
      2003 and 42,518,500  June 30, 2002             51,946                42,519

   Additional paid-in capital                     2,725,527             2,492,511

Deficit                                          (3,892,505)           (3,302,998)
                                                 -----------           -----------
                                                 (1,115,032)             (767,968)
                                                 -----------           -----------
                                                 $   59,188            $   20,226
                                                 ===========           ===========
-----------------------------------------------------------------------------------
</TABLE>


<PAGE>


                   Y3K SECURE ENTERPRISE SOFTWARE, INC.
                      (A Development Stage Company)


             CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                     Three Months Ended       Nine Months Ended     Inception To
                                         March 31                 March 31            March 31
                                     2003        2002        2003         2002          2003
---------------------------------------------------------------------------------------------------
<S>                               <C>        <C>            <C>          <C>          <C>
Revenues                             1,783        2,575          2,214       1,750       138,658

Expenses                            82,874       65,376        591,719     378,793     3,993,594
                                  -----------------------------------------------------------------

Operating Loss                     (81,091)     (62,801)      (589,505)   (377,043)   (3,854,936)

Other Income (Expense)                   -            2                         89       (11,824)
                                  -----------------------------------------------------------------

Net Loss For Period                (81,091)     (62,799)      (589,505)   (376,954)   (3,866,760)
                                  =================================================================

Net Loss Per Share                     Nil          Nil        $(.01)      $(.01)
====================================================================================

Weighted Average Number of
Common Shares Outstanding         51,946,280    27,688,500   51,946,280   27,688,500
====================================================================================
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


                   Y3K SECURE ENTERPRISE SOFTWARE, INC.
                      (A Development Stage Company)

                   CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                                  INCEPTION
                                                                                                   MARCH 19
                                                 Three Months Ended      Nine Months Ended          1999 TO
                                                      March 31               March 31              MARCH 31
                                                  2003         2002      2003         2002           2003
-------------------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>        <C>         <C>           <C>
Cash Flows From Operating Activities
   Net loss                                     $  (81,091)   (62,799)   (589,505)   (376,954)    (3,866,760)

Adjustments To Reconcile Net Income To
Net Cash From Operating Activities
   Fair value of unpaid compensation                     -                      -                     96,000
   Depreciation and amortization                     1,184      1,184       3,551       3,554         37,559
   Write off leasehold improvements                      -                      -                     14,881
   Write off notes receivable                            -                      -                     48,000
   Write off investment                                  -                      -                     25,000
   Loss from default under equipment leases              -                      -                    142,955
   Stock issued for other than cash                      -                166,667                    284,914
   Change in accounts receivable                         -                   (571)                      (571)
   Stock issued for exercised options                    -                    776                        776
   Change in payables and accrued liabilities       72,499    124,751     386,026     473,825        955,902
                                                -------------------------------------------------------------
                                                    (7,408)    63,136     (33,056)    100,425     (2,261,344)
                                                -------------------------------------------------------------
Cash Flows From Investing Activities
   Purchase of equipment and property                    -          -           -           -       (151,470)
   Advances on notes receivable                          -          -           -           -        (40,000)
   Investment in Humanicom, Inc.                         -          -           -           -        (25,000)
                                                -------------------------------------------------------------
                                                         -          -           -           -       (216,470)
                                                -------------------------------------------------------------
Cash Flows From Financing Activities
   Loan payable                                          -                      -                    155,666
   Principal payments on capital leases                  -                      -                    (20,970)
   Capital contribution from Shareholder                 -                 75,000                     75,000
   Advance on purchase of Karunga                        -    (25,000)    (50,000)    (50,000)       (50,000)
   Issuance of common stock for cash                     -                      -                    204,150
   Issuance of preferred stock                           -                      -                  2,116,633
                                                -------------------------------------------------------------
                                                         -    (25,000)     25,000     (50,000)     2,480,479
                                                -------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash
 Equivalents                                        (7,403)    38,136      (8,057)     50,425          2,665

Cash And Cash Equivalents, Beginning Of Period      10,073     13,915      10,722       1,626              -
                                                -------------------------------------------------------------

Cash And Cash Equivalents, End Of Period        $   2,665   $  52,051       2,665     $52,051          2,665
</TABLE>


<PAGE>


                   Y3K SECURE ENTERPRISE SOFTWARE, INC.
                      (A Development Stage Company)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            MARCH 31, 2003

1. BASIS OF PRESENTATION

   The unaudited consolidated financial statements as of March 31, 2003
   included herein have been prepared without audit pursuant to the rules and
   regulations of the Securities and Exchange Commission.  Certain information
   and footnote disclosures normally included in financial statements prepared
   in accordance with United States generally accepted accounting principles
   have been condensed or omitted pursuant to such rules and regulations.  In
   the opinion of management, all adjustments (consisting of normal recurring
   accruals) considered necessary for a fair presentation have been included.
   It is suggested that these consolidated financial statements be read in
   conjunction with the June 30, 2002 audited financial statements and notes
   thereto.

2. ACQUISITION OF SUBSIDIARY

   Effective March 22, 2002, Y3K Secure Enterprise Software, Inc. acquired 100%
   of the issued and outstanding shares of Y3K Incorporated by issuing
   13,100,000 common shares.  In addition, the former shareholders of Y3K
   Incorporated received an additional 4,981,374 common shares in a separate
   transaction from the issued and outstanding shares provided by existing
   shareholders.  Since these transactions resulted in the former shareholders
   of Y3K Incorporated owning the majority of the issued shares of Y3K Secure
   Enterprise Software, Inc., the transaction, which is referred to as a
   "reverse take-over", has been treated for accounting purposes as an
   acquisition by Y3K Incorporated of the net assets and liabilities of Y3K
   Secure Enterprise Software, Inc.  Under this purchase method of accounting,
   the results of operations of Y3K Secure Enterprise Software, Inc. are
   included in these consolidated financial statements from March 22, 2002.

   Y3K Secure Enterprise Software, Inc. had a net asset deficiency at the
   acquisition date; therefore, the 13,100,000 shares issued on acquisition
   were issued at fair value of $0 with the net asset deficiency of $25,743
   charged to deficit. Y3K Incorporated is deemed to be the purchaser for
   accounting purposes.  Accordingly, its net assets are included in the
   consolidated balance sheet at their previously recorded amounts.

   The acquisition is summarized as follows:

   Current Liabilities
      Accounts payable               $     25,743
                                     ------------

   Net Asset Deficiency              $    (25,743)
                                     ============

<PAGE>


3. SHAREHOLDER LOANS

   The Company has secured $322,500 in debt financing from three of its
   shareholders.  $310,000 of this amount was secured during the nine months
   ending March 31, 2003.  The loans are unsecured obligations of the Company
   with the outstanding principal balance of each of the loans bearing interest
   at the rate of 12% per annum, payable at maturity. As of May 15, 2003 all of
   the loans will reach maturity, and we do not expect to have the ability to
   pay the obligations.  Each of the loans has been extended previously and we
   anticipate that the due dates will be extended again.

Item 2. Management's Discussion and Analysis

During the year ended June 30, 2002, we completed our acquisition of
Y3K, Inc., a private Washington State company that owns FusionPak, a suite
of enterprise business software designed for the telecommunications,
banking and government sectors.

Plan of Operation

During the nine month period ended March 31, 2003, we continued our attempts
to raise the necessary funds to continue to conduct our business plan.  We
have been successful in securing $310,000 in private debt financing from
three of our shareholders (See Note 3, to 3/31/03 Financial Statements).
These funds have been sufficient to fund our operations at a level that
allowed us to further develop and enhance Fusion Pak, which is our suite of
business software products, and to engage in marketing of Fusion Pak to a
number of interested businesses.  In addition to funding our operations,
the funding also allowed us to contract with third party software developers
for the development of certain enhancements to our Fusion Pak suite of software
products.  The enhancements to the software products have included further
development of the software to refine the functionality and appearance of the
suite of products; to better integrate the products into a single, seamless
suite; and to install the enhanced products into beta testing sites.  In order
to continue operations we will need additional capital, the amount of which
will be dependant in large part in our ability to increase our marketing
efforts to begin to generate revenues in an amount that will reduce our
ongoing need for additional capital investment.

Our plan of operations for the next twelve months is to complete the following
objectives within the time period specified, subject to our obtaining
additional financing for the continued development of Y3K, Inc.'s business:

   * The Company is currently in negotiations with several individuals and
     private companies who are putting together a term sheet that may provide
     additional equity/debt to the Company by the end of May 2003. Without such
     capital infusion or loans available to the Company it is doubtful that the
     Company will have the ability to continue operations through the end of
     the fiscal year.

   * When and if additional capital funding has been secured by the Company, we
     plan to undertake an advertising, marketing, and sales campaign for the
     Fusion Pak suite of software products.

   * We plan to purchase and lease additional equipment for our business at an
     approximate cost of $50,000

   * We anticipate our monthly operating costs will be at a minimum of $50,000
     until sales revenues can accommodate additional costs. Once the Company is
     up and operating with its sales and marketing campaign, the monthly
     overhead should increase to $150,000 per month.

<PAGE>


   * We anticipate accomplishing at least two purchase agreements with
     technology companies; Market Matrix and Karunga, Inc, assuming that we are
     able to secure adequate capital financing.

We had a definitive purchase agreement with Market Matrix that expired on
November 15, 2002 due to our inability to secure the necessary financing as
required under that agreement.  At the present time there has been no extension
or renewal of that agreement and we are currently operating under a license
agreement with Market Matrix.  It is our hope that when and if we secure the
necessary financing we will be able to renew the purchase agreement with Market
Matrix under the same or substantially similar terms and conditions as the now
expired agreement.  We are currently operating under a license agreement with
Karunga, Inc., but, anticipate having a definitive agreement for acquisition of
Kuranga within the next quarter and anticipate closing that acquisition before
the end of the fiscal year.

There is no guarantee that we will conclude agreements with either Market
Matrix or Karunga, Inc. The terms of any definitive acquisition agreement that
we might enter into for the acquisition of Karunga, Inc., and/or Market Matrix
is likely going to require that we issue additional shares of our stock and
assume all liabilities of Karunga and/or Market Matrix in order for us to
complete any acquisition transaction(s).

In an effort to accommodate Karunga, and protect our current interest as the
licensee of the ICS software, we advanced $50,000 to a non-related party to
which Karunga has a substantial liability for a residual payment due for
certain core technology of its ICS system.  We advanced the $50,000 in order
to keep the technology from being seized by said party.  In addition to the
cash payment we also agreed to act as guarantor on a note Karunga previously
issued to the non related party. Since we view Karunga's ICS system as a core
element of our Fusion - Pak suite of networking computer related services,
the advance and note guarantee were deemed necessary and appropriate by our
management. The principal amount of the note we guaranteed is $400,000 and
the note requires monthly payments. Karunga is in default on the note at
December 31, 2002, and it is unlikely that Karunga will be able to cure that
default in the near future.  However, the lienholder has indicated a
willingness to wait for a reasonable period of time to allow us to obtain a
cash infusion in order to make additional payment under the note.

On August 15, 2002 we entered into the Equity Line of Credit Agreement with
Cornell Capital, Inc., ("Cornell") which provides the opportunity for us to
obtain up to $7,000,000 in equity financing during the next 24 months.  In
order to have access to the funds available under the equity line of credit
we were required to register the shares that we sell to Cornell so that it
can resell those shares without restriction.  We began preparing a Form SB-2
Registration Statement seeking to register that number of shares of our
common stock which we believe will be necessary for us to obtain the entire
$7,000,000 in financing. However, because of a lower than anticipated
trading price of the stock, in February, 2003 we delayed further work on
the SB-2 Registration Statement.  Accordingly no funds will be available to
us under the Equity Line of Credit Agreement in the near future.  We do not
know when, if ever, that we will be able to continue and complete the SB-2
and access funds under the Equity Line of Credit.  We do not intend to
proceed with the registration until our common stock is trading at higher
ranges than the trading ranges in recent months.

When and if we qualify the shares under a registration statement, the amount
of financing available to us under the line of credit will be determined in
part by our share price in the public securities markets.  We can obtain
up to $300,000 in equity financing in any month by providing notice to
Cornell of our intention to take an advance under the equity line of credit.


<PAGE>


We set the price for the shares that we are required to issue to Cornell to
obtain the amount of the advance requested. However, if the closing price
for our shares falls below the price we set in the notice in any of the five
trading days following our issuance of the notice, then we are required to
reduce the amount of the requested draw on a pro rata basis.  Upon receipt
of the shares, Cornell is required to provide us with the amount of funding
requested, less a discount to Cornell of 6%.  The shares we issue to Cornell
will not be restricted and, subject to a restriction in the Equity Line of
Credit Agreement that it must sell the shares in an orderly fashion, Cornell
may immediately begin to sell some or all of the purchased shares into the
marketplace. The sale of the shares is without recourse and we are under no
obligation to Cornell to repurchase shares or guarantee the price of the
shares after purchase.  So long as we continue to meet certain conditions
under the Equity Line of Credit Agreement we may periodically draw down on
the line of credit for a period of 24 months, or until we have taken the
maximum of $7,000,000 that is available to us under the Equity Line of
Credit Agreement.

In connection with securing the Equity Line of Credit, we issued 1,666,667
common shares to Cornell Capital Partners, L.P. for consulting services
associated with obtaining and finalizing the equity line of credit.  The
shares were valued at a price of $ .10 per share.  This was the current
 bid price for our common stock on the date of issuance.

YTHK intends to use this type of financing sparingly since credit line draws
will increase the number of our issued and outstanding shares, is likely to
have a dilutive effect on our existing shareholders. Further, until our
stock price is higher, it would take a substantial number of shares to be
issued for even a minimal amount of funding under the equity credit line.
We will continue to focus our efforts towards increasing sales and revenues,
which will reduce our need for additional capital as well as increase the
intrinsic value of our stock which we hope will also cause an increase in
the price for our stock in the forthcoming months.

If the funds available under the equity line are insufficient or unavailable,
or we elect to not draw the amount of funds necessary to fund our cash needs.
We need to raise additional funds.  It is likely that this will require us to
sell additional amounts of our shares, either common or preferred.  If we are
unable to secure additional infusions of either debt or equity financing in
the amount sufficient to maintain our business, it will fail.

With additional revenues, we plan to retain staffing levels sufficient to
achieve our goals. This additional staffing may include full-time and part-time
employees, and consultants. Without sufficient revenues, we will continue
limiting our employees to our president, vice-president/secretary, office
manager and receptionist.

Completion of our plan of operation is subject to obtaining adequate financing.
However, we cannot assure investors that adequate financing will be obtained.
In the absence of our projected revenues, we may be unable to proceed with our
plan of operation. Even without significant revenues within the next twelve
months, we still anticipate being able to continue with our present activities,
but we will require financing to potentially achieve our goal of profit,
revenue and growth.

The foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised in subsequent private financings may vary significantly
depending upon the exact amount of funds raised and status of our business
plan.

In the event we are not successful in reaching our initial revenue targets,
additional funds may be required and we would then not be able to proceed with
our business plan for the development and marketing of the our core products
and services.  Should this occur, we would likely seek additional financing to
support the continued operation of our business.


<PAGE>


Results of Operations

During the year ended June 30, 2002, we completed our acquisition of Y3K, Inc.
Since these transactions resulted in the former shareholders of Y3K
Incorporated owning the majority of the issued shares of Y3K Secure Enterprise
Software, Inc., the transaction, which is referred to as a "reverse take-over",
has been treated for accounting purposes as an acquisition by Y3K Incorporated
of the net assets and liabilities of Y3K Secure Enterprise Software, Inc.
Under this purchase method of accounting, the results of operations of Y3K
Secure Enterprise Software, Inc. are included in these consolidated financial
statements from March 22, 2002. The financial statements presented herein
compares the three-month periods and the nine-month periods ended March 31,
2003 and March 31, 2002 based on the operations of Y3K, Inc. for the prior
year and accordingly, our financial statements are now prepared on a
consolidated basis and include the operations of Y3K, Inc.

In the three-month period ended March 31, 2003, we incurred a net loss of
$81,091 as compared to a loss of $62,799 for the same period last year. The
slight increase in the loss was due to higher of operation and administrative
expenses.  During the nine month period, we realized revenue of $2,214.

Since incorporation, we have funded our operations through private loans and
equity financings.  As at March 31, 2003, our assets were recorded at $59,188
consisting of cash ($2,665), and capital assets of $5,952 and an advance to
Karunga, Inc., ($50,000) in our anticipation of acquiring Karunga, Inc., and
its ICS technology.  Our liabilities totaled $1,174,220, consisting of
$574,489 in accounts payable and accrued liabilities, and loans payable to
three shareholders of $322,500, a bank loan payable of $155,666 and lease
obligations of $121,565.

The Company received a capital contribution in the amount of $75,000 during
the nine month period ending March 31, 2003 from one of the shareholders that
has advanced funds to us and now has a loan due of $287,500.

New Accounting Pronouncements

   In April 2002, the FASB issued SFAS 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections.  SFAS 145 rescinds the provisions of SFAS No. 4 that requires
companies to classify certain gains and losses from debt extinguishments as
extraordinary items, eliminates the provisions of SFAS No. 44 regarding
transition to the Motor Carrier Act of 1980 and amends the provisions of
SFAS No. 13 to require that certain lease modifications be treated as sale
leaseback transactions.  The provisions of SFAS 145 related to classification
of debt extinguishments were effective for fiscal years beginning after May
15, 2002.  We do not believe the adoption of this standard will have a material
impact on our financial statements.

   In July 2002, the FASB issued SFAS No. 146, "Accounting for Restructuring
Costs." SFAS 146 applies to costs associated with an exit activity (including
restructuring) or with a disposal of long-lived assets.  Those activities can
include eliminating or reducing product lines, terminating employees and
contracts and relocating plant facilities or personnel.  Under SFAS 146, the
Company will record a liability for a cost associated with an exit or disposal
activity when that liability is incurred and can be measured at fair value.
SFAS 146 will require the Company to disclose information about its exit and
disposal activities, the related costs, and changes in those costs in the
notes to the interim and annual financial statements that include the period
in which an exit activity is initiated and in any subsequent period until
the activity is completed.  SFAS 146 is effective prospectively for exit or
disposal activities initiated after December 31, 2002, with earlier adoption
encouraged.  Under SFAS 146, a company cannot restate its previously issued

<PAGE>

financial statements and the new statement grandfathers the accounting for
liabilities that a company had previously recorded under Emerging Issues
Task Force Issue 94-3.

Item 3.     Controls and Procedures

	Within 90 days prior to the date of this quarterly report on Form 10-QSB
for the third quarter ended March 31, 2003, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President, its principal executive
officers and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to Rule
13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation,
these principal executive officers and principal financial officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company, including its
consolidated subsidiaries, required to be included in the Company's periodic
SEC filings. There have been no significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation.

                             PART II- OTHER INFORMATION

Item 1. Legal Proceedings

The Company is the plaintiff in a lawsuit filed in Pierce County, Washington,
Superior Court.  In this litigation the Company is asserting claims against a
corporation and one of its apparent principals related to their alleged breach
of contract to provide debt financing to the Company.  In addition, the
Company is seeking compensation for the damages it suffered as the result of
the defendants' attempts to dispose of shares of the Company's common stock
that had been pledged to secure the promised, but undelivered financing.  The
Company is not a party to any other pending legal proceeding.  Management
is not aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities

During the quarter, the Company issued no additional common shares.


Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

Index to Exhibits


99.1  Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

<PAGE>

99.2  Certification Pursuant to the 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

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

                                      Y3K SECURE ENTERPRISE SOFTWARE, INC.

Date:  May 20, 2003                   /s/ King Cole
                                      ------------------------------------
                                      King Cole, President

Date:  May 20, 2003                   /s/ Leon M. Caldwell
                                      -----------------------------------------
                                      Leon M. Caldwell, Chief Financial Officer


<PAGE>


                         CERTIFICATION CHIEF EXECUTIVE OFFICER

I, King Cole, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Y3K Secure
Enterprise Software, Inc., for the quarter ended March 31, 2003;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

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

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

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

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

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

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

Date:  May 20, 2003

/s/ King Cole
-------------------
King Cole
President

<PAGE>

                        CERTIFICATION CHIEF FINANCIAL OFFICER

I, Leon M. Caldwell, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Y3K Secure
Enterprise Software, Inc., for the quarter ended March 31, 2003;

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

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

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

   a) designed such disclosure controls and procedures 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 quarterly report is being prepared;

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

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

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

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

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

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

Date:  May 20, 2003

/s/ Leon M. Caldwell
--------------------
Leon M. Caldwell
Chief Financial Officer

<PAGE>

                                                               Exhibit 99.1

                        CERTIFICATION PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                        (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Y3K Secure Enterprises Software,
Inc., a Nevada corporation (the "Company"), on Form 10-Q for the quarter
ending March 31, 2003 as filed with the Securities and Exchange Commission
(the "Report"), I, King Cole, President of the Company, certify, pursuant
to par. 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. par. 1350), that to
my knowledge:

(1)    The Report fully 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.


/s/    KING COLE
-------------------
King Cole
Chief Executive Officer
May 20, 2003

<PAGE>

                                                               Exhibit 99.2

                        CERTIFICATION PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                         (18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Y3K Secure Enterprises Software,
Inc., a Nevada corporation (the "Company"), on Form 10-Q for the quarter ending
March 31, 2003 as filed with the Securities and Exchange Commission
(the "Report"), I, John G. Connors, Chief Financial Officer of the Company,
certify, pursuant to par. 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. par. 1350), that to my knowledge:

(1)   The Report fully 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.


/s/    LEON  M. CALDWELL
-------------------------
Leon M. Caldwell
Chief Financial Officer
May 20, 2003