UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               AMENDMENT NO. 1 TO
                                   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 September 30, 2003

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

      For the transition period                  to

                         Commission File Number 0-26709
                                                -------


                        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:  56,919,850 shares of $0.001 par value
common stock outstanding as of October 30, 2003.


<PAGE>


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


                        CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2003

<PAGE>


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

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------
                                                         SEPTEMBER 30          JUNE 30
                                                             2003                2002
--------------------------------------------------------------------------------------
<S>                                               <C>                 <C>
ASSETS

Current
   Cash                                            $         24,380    $            653
   Lease security deposit                                     3,165                   -

Capital Assets                                                3,585               4,769
                                                    -----------------------------------

                                                   $         31,130    $          5,422
=======================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities      $        689,357    $        697,337
     Loans payable Note 3                                   551,166             484,166
     Current portion of capital lease obligations           121,565             121,565
                                                    -----------------------------------
                                                          1,362,088           1,303,068
                                                    -----------------------------------

SHAREHOLDERS' DEFICIENCY

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

 Issued and outstanding:
   56,919,850 common shares at September 30, 2003
   and 52,050,605 common shares at June 30, 2003             56,920              52,050

 Share subscriptions receivable                                (571)               (571)

 Additional paid-in capital                               2,929,387           2,741,023

Deficit Accumulated During The Development Stage         (4,316,694)         (4,090,148)
                                                    -----------------------------------
                                                         (1,330,958)         (1,297,646)
                                                    -----------------------------------

                                                   $         31,130    $          5,422
=======================================================================================
</TABLE>

<PAGE>

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

                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                                            THREE MONTHS ENDED                INCEPTION TO
                                               SEPTEMBER 30                   SEPTEMBER 30
                                        2003                 2002                  2003
-------------------------------------------------------------------------------------------
<S>                           <C>                  <C>                 <C>

Revenues                       $              -     $              -    $        138,833

Expenses                                216,548              166,831          (4,379,594)
                               ------------------------------------------------------------

Operating Loss                         (216,548)            (166,831)          (4,40,767)

Other Income (Expense)                   (9,998)                   0            (150,190)
                               ------------------------------------------------------------

Net Loss For The Period        $       (226,546)    $       (166,831)   $     (4,290,950)
===========================================================================================


Net Loss Per Share             $            .01     $            .01
====================================================================


Weighted Average Number Of
Common Shares Outstanding            54,485,225           42,518,500
====================================================================
</TABLE>


<PAGE>




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

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                                                               INCEPTION
                                                                                                                MARCH 19
                                                                             THREE MONTHS ENDED                 1999 TO
                                                                                SEPTEMBER 30                  SEPTEMBER 30
                                                                                ------------
                                                                          2003               2002                 2003
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>                 <C>

Cash Flows From Operating Activities
     Net loss                                                       $      (226,546)  $        (166,831)  $     (4,290,951)

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             39,927
     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                                       143,844              -                 444,238
     Lease Deposit                                                           (3,165)             -                  (3,165)
     Change in assets and liabilities:
         Accounts payable and accrued liabilities                             7,980             161,955            748,391
                                                                    -----------------------------------------------------------
                                                                            (92,663)             (3,692)        (2,734,724)
                                                                    -----------------------------------------------------------
 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
       Loans payable                                                         67,000             -                  551,166
       Share Subscriptions receivable                                         -                 -                     (571)
       Principal payments on capital lease obligations                        -                 -                  (20,970)
       Issuance of common stock for cash                                     49,390             -                  254,316
       Issuance of preferred stock                                            -                 -                2,116,633
       Capital Contribution by Shareholder                                    -                 -                   75,000
                                                                    -----------------------------------------------------------
                                                                            116,390             -                2,975,574
                                                                    -----------------------------------------------------------

       Net Increase (Decrease) In Cash And Cash Equivalents
                                                                             23,727              (3,692)            24,380

          Cash And Cash Equivalents, Beginning Of Period                        653              10,722             -
                                                                    -----------------------------------------------------------

             Cash And Cash Equivalents, End Of Period               $        24,380   $           7,030   $         24,380
===============================================================================================================================
</TABLE>


<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003



1.   BASIS OF PRESENTATION

     The unaudited  consolidated  financial  statements as of September 30, 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, 2003 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.

      A summary of the transaction is as follows:

     The total number of outstanding shares of Zeballos prior to the acquisition
     was 27,688,500. Y3K, Inc., shareholders had common shares of 12,789,792 and
     preferred  shares of 5,291,582 for a total conversion of common shares from
     Zeballos of  18,081,374.  In order for Y3K, Inc.,  shareholders  to receive
     18,081,374  shares of Zeballos,  13,100,000 newly issued shares were issued
     and 4,981,374  shares were received  from existing  issued and  outstanding
     shares (part of the  27,688,500  common  shares issued and  outstanding  to
     Zeballos shareholders) of Zeballos common shares.

     The transaction  resulted in the Zeballos  shareholders  holding a total of
     22,707,126, or 56% of the total issued and outstanding shares of 40,788,500
     and Y3k, Inc.,  shareholders  having a total of  18,081,374,  or 44% of the
     total issued and  outstanding  shares  after the close of the  acquisition.
     Even  though  Y3k  shareholders  ended up with 44% of the total  issued and
     outstanding  shares after the  acquisition  the former  shareholders of Y3K
     Incorporated  did have  control as outlined in items (b),  (c),  and (d) of
     paragraph 17 of SFAS 14.

      - the existence of a large minority voting interest in the combined entity

      - control of the board of the combined entity

      - domination of the senior management of the combined entity

<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003


     Accordingly,   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)
                                               =========

3.   LOANS PAYABLE

     The Loans Payable are due to various entities and individuals as follows:


     Loans from shareholders with unsecured demand notes
     at 12% per annum                                                $322,500
     Loan due to bank - defaulted in year 2001 (unsecured)            155,666
     Loan due to Cornell Capital, Inc. *                               50,000
     Loan due to private party                                         20,000
                                                                     --------
          Total Loans Payable                                        $551,166
                                                                     ========

     * 1,555,556 common shares were issued to Cornell Capital, Inc., as security
     for $50,000 that was funded in September 2003.

<PAGE>

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 three month period ended  September  30, 2003,  we attempted to raise
the necessary funds to continue to conduct our business plan. We were successful
in obtaining  two new  short-term  loans of $50,000 and $20,000 and  converted a
$3,000 note payable to equity at a pre-determined price per share.  Further, the
Company sold  1,067,311  common  shares for cash  proceeds of $46,389 and issued
2,079,711 shares for services in the amount of $143,844. The Company also issued
1,555,556  common  shares to Cornell  Capital as  collateral  for their  already
funded loan of $50,000,  and to secure the funding of an additional  $100,000 in
the 2nd fiscal quarter.

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:

     -   We  plan  to   undertake   an   advertising,    marketing,  and   sales
         campaign to market the bundled services of FOX  communication for which
         the Company has signed a Joint Operations Agreement effective September
         10, 2003. The monthly minimum is $50,000 and we anticipate that we will
         be out of pocket for up to 5 months  before we  realize  cash flow from
         our efforts. Once sales are sufficient from the bundled services,  YTHK
         will  not  be  required  to  use  its  own  funds  for  marketing.  Our
         anticipated  out of pocket  for these  expenses  will be  approximately
         $250,000.

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

     -   With adequate  funding,  we  anticipate  our  monthly  operating  costs
         will be  approximately  $150,000  per  month in order  to  achieve  our
         planned  operations  compared to a minimum of $50,000 per month just to
         sustain minimum operations.

     -   We anticipate  the  possible purchase  of  the  ICS  technology,  which
         was developed by  Karunga  Technologies Corporation for  Y3K.  We  have
         continued  to advance  joint  development  costs to Karunga. The  funds
         being advanced are for the  continued  co-development  of  the  current
         version of the ICS. We currently have a license  agreement with Karunga
         that will expire on October 30,  2003, however, we anticipate  that the
         agreement  will be  extended  for   additional   periods. There  is  no
         guarantee  that we will be able to conclude an agreement  with  Karunga
         to acquire the ICS  technology,  but do expect  that  we  will  receive
         additional extensions of the license agreement.

In order to explore the possible  bundling of services  with  other  proprietary
software,  the  Company  has  signed an  agreement  with  xSides,  a  Washington
Corporation  that is the developer of a secure platform that allows companies to
control content displayed on the PC desktop.  The 2 year agreement gives Y3K the
opportunity to introduce and populate the space with their software applications
that  will  interoperate  with the  xSides  technology  and  allows  Y3K to sell
(license) the xSides  product to enterprise  level  customers.  xSides  patented
technology  manages data  delivered to and  displayed on a computer and can even
create an  alternate  start  menu or a  completely  new  secure  space  residing
directly on the desktop.

<PAGE>

     -   As part  of  the  xSides   Agreement,   effective   September 3,  2003,
         Y3k has leased  office space to  accommodate  employees of xSides.  The
         office space is located at 100 South King Street,  Suite 535,  Seattle,
         WA 98104 and comprises  2,302 sq. ft. of rentable  space.  The lease is
         for one year with a base rent of $3,165 per month.

     -   Y3K   has   also  entered   into   consulting   agreements   with   key
         employees of xSides, which will allow them to continue to develop their
         existing  software as well as integrate  with the existing  bundling of
         services  provided by Y3k Fusion Pak. These new consultants to Y3k will
         provide   expertise  and  experience  to  the  team   implementing  and
         integrating the products of Y3K and Fox Communications  into the secure
         desktop space. All of the complete end-to-end  communications platforms
         will be integrated  and launched from the PC desktop  within the xSides
         space.



     -   The consultants and their responsibilities are as follows:


         1.  Jason Smith -

             -    Develop   the   version   of   the   application   integrating
                  Y3K  applications  into the xSides  space based on the project
                  schedule  outlined  with  approval of YTHK and  acceptance  by
                  Jason Smith

             -    Advise Y3K on xSides  technology and  implementation  with
                  contracts outlined by Business Development.

         2. Scott Owen -

             -    Manage the Quality  Assurance   process   with   internal  and
                  external resources for the  combined  technologies  of  xSides
                  and Y3K Products and Services
             -    Develop and manage test plans creation for black box and white
                  box test
             -    Act as  a  project   manager  as  situations  dictate  in  the
                  development of the bundled products and services.

          3. Michael Secright -

             -    Deploy and manage  network  supporting  y3k  integration/
                  development teams
             -    Manage and support  development  efforts that require sever
                  integration and  development
             -    Support  of  corporate  IT  operations  for xSides and Y3k
             -    Introduce  third party  relationships to Y3K and nurture those
                  relationships
             -    Evaluate third party technology and report findings.
             -    Responsible for administrative duties and budget for IT xSides
                  and Y3k operations

On  June  12,   2003   Y3K   announced   a  new   strategic   partnership   with
InteractNetworks.  Under this partnership Y3K signed a reseller's agreement that
allows  Y3K  to  add  InteractNetworks   Lockdown(TM)  Vulnerability  Management
Appliance (VMA) to Y3K's comprehensive line of security solutions products.

Lockdown(TM)  Vulnerability  Management Appliances (VMA) automates vulnerability
assessment  auditing and reporting  for 50 to 25,000 IP addresses.  All auditing
and reporting is managed through a secure web interface. This simple, automated,
and  scalable  architecture  significantly  reduces  the  cost of  vulnerability
auditing  and  reporting.  Reporting,  from  up  to  50  Lockdown(TM)  VMAs,  is
consolidated,  providing a comprehensive  solution for large enterprise networks
and global deployments. Additionally, detailed reporting ensures compliance with
Enterprise,   HealthCare  (HIPPA),   Financial  Institutions  (GLB),  and  other
government, federal and state agency security guidelines.

This is a stand-alone product and not part of the Fusion Pak product line.

<PAGE>

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 through August 15, 2004. In order to
have  access  to the funds  available  under  the  equity  line of credit we are
required  to  register  the shares that we sell to Cornell so that it can resell
those shares  without  restriction.  We are  preparing a Form SB-2  Registration
Statement  seeking to  register  30,000,000  shares of our common  stock that we
believe will be sufficient  for us to obtain the entire  $7,000,000 in financing
made  available  to us under the Equity Line of Credit  Agreement.  We expect to
have the  registration  statement filed in the second quarter of fiscal 2004. In
the  interim  period  prior to our filing the SB-2,  the  Company  has issued to
Cornell Capital, Inc., 1,555,556 shares of common stock to be held as collateral
for a loan  commitment of $150,000.  In September 2003 Cornell funded an initial
$50,000  against  the loan  agreement  and we expect an  additional  $100,000 is
expected to be funded by Cornell Capital, Inc., to the Company in the 2nd fiscal
quarter.

This additional  funding allowed us to complete the SB-2 registration  statement
which was filed in  October  2003 and,  when and if it becomes  effective,  will
allow us to drawn down on our Equity Line of Credit with Cornell  Capital,  Inc.
From these  proceeds,  the Company will repay its short-term  loan proceeds from
Cornell  Capital,  Inc., and continue with equity funding under the terms of the
Equity Line of Credit as funds are deemed necessary by the Company.

If we do not raise additional funds by selling our shares or obtaining loans, or
if we are unable to generate sufficient revenue our business 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.


Results of Operations

During the year ended June 30, 2002, we completed our  acquisition  of Y3K, 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 ended September 30, 2003 and September 30, 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.

<PAGE>

In the  three-month  period ended  September 30, 2003, we incurred a net loss of
$226,546. This loss consisted of business operation and administrative expenses,
with the largest  single  expense  resulting from the completion of payment of a
$280,000 commitment fee to Cornell Capital Partners,  L.P. under the Equity Line
of Credit Agreement with Cornell. The Company issued 1,555,546 shares to Cornell
to complete  the  payment.  The total  expense for this  issuance  was valued at
$113,333. This amount was determined by the total contract price of $280,000 for
which  $166,667  was  expensed  in the prior year with the  initial  issuance of
shares of 1,666,667 common shares.  During this three month period,  we realized
revenue of $nil.

Since  incorporation,  we have funded our operations  through  private loans and
equity financings. As at September 30, 2003, our assets were recorded at $31,130
consisting  of cash of  $24,380,  a lease  deposit  on new space of  $3,165  and
capital assets of $3,585.  Our  liabilities  totaled  $1,362,088,  consisting of
$689,357 in accounts payable and accrued liabilities,  loans payable of $551,166
and lease  obligations  of  $121,565  from a prior  office  space  leased by the
Company.

Item 3.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive  Officer and its Chief  Financial  Officer,  after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in the  Securities  Exchange Act of 1934 Rules 13a-14 (c) and 15d-14
(c)) as of the end of the period covered by this quarterly report on Form 10-QSB
(the  "Evaluation  Date")),  have concluded that, as of the Evaluation Date, the
Company's  disclosure  controls and  procedures  were  adequate and effective to
ensure that material  information  relating to the Company and its  consolidated
subsidiaries  is recorded,  processed,  summarized and reported by management of
the Company on a timely basis in order to comply with the  Company's  disclosure
obligations  under  the  Securities  Exchange  Act of 1934  and  the  SEC  rules
thereunder.

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect the Company's  disclosure  control and
procedures  subsequent to the Evaluation Date, nor any significant  deficiencies
or material  weaknesses in such  disclosure  controls and  procedures  requiring
corrective actions.


PART II- OTHER INFORMATION

Item 1. Legal Proceedings

We are the plaintiff in a lawsuit filed in Pierce County,  Washington,  Superior
Court,  which we commenced in October 2002. In this  litigation we are 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  defendants  have asserted a counterclaim  against the company,  but we have
been  advised by the  attorney  representing  us in the lawsuit that he believes
that the  counterclaim has little or no merit. The Company is not a party to any
other  pending  legal  proceeding.  Management  is not  aware of any  threatened
litigation, claims or assessments.

<PAGE>

Item 2. Changes in Securities

         During the quarter, the Company issued common shares as follows:

         1,067,311  shares of common  stock  were  issued  for cash and  166,667
         shares of common stock were issued in exchange for the  cancellation of
         a $3,000 note.  The shares were issued at prices  ranging from $.018 to
         $.14 per share. The following table summarizes these transactions

        <TABLE>
        <CAPTION>
        =============================================================================================================
                                     Number of                                Date of
        Person/Class                  Shares       Cash Consideration       Transaction        Other Consideration
        -------------------------------------------------------------------------------------------------------------
        <S>                           <C>             <C>                 <C>               <C>

        Accredited Individual            200,000        $7,595.00          July 24, 2003
        Accredited Individual            200,000        $7,595.00          July 24, 2003
        Accredited Individual            131,597        $5,000.00          July 24, 2003
        Accredited Individual            200,000        $3,600.00          Aug. 22, 2003
        Accredited Individual            200,000        $3,600.00          Aug. 22, 2003
        Accredited Individual            166,667                           Sept. 26, 2003    Cancellation  of $3,000
                                                                                              note
        Accredited Individual            100,000       $14,000.00          Sept. 26, 2003
        Accredited Individual             35,714        $5,000.00          Sept. 26, 2003
                                       ----------      ----------
                                       1,233,978       $46,390.00                            $3,000.00
        ==============================================================================================================
        </TABLE>

         2,079,711 shares of common stock were issued for services  amounting to
         $143,844  at prices  ranging  from $.03 to $.08 per share.  The largest
         recipient of shares  issued for services was to Cornell  Capital,  Inc.
         1,555,556  shares  valued at $113,333  were  issued to Cornell  Capital
         Partners, L.P.on September 18, 2003 to complete payment of a commitment
         fee owed to Cornell  under terms of the Equity Line of Credit Agreement
         between the Company and Cornell.  The  Company  had  committed  to  pay
         Cornell a commitment fee of  $280,000  by issuing it a fixed  number of
         shares  (3,111,111)  at a  valuation of $280,000 to Cornell at the time
         the  agreement  was entered  into in  August 2002. In  fiscal  2003 the
         Company  issued  1,666,667  shares  to  Cornell  at a valuation of $.10
         per share.  It concluded  payment of the fee with the issuance  of  the
         1,555,556 shares which were valued at $133,333 based on the  difference
         between the total fee of $280,000  and the  $166,667 payment previously
         recorded.

         The table below summarizes the common shares issued for services:

        <TABLE>
        <CAPTION>
        =============================================================================================================
                                   Number of       Consideration/Value          Date of            Description of
        Person/Class                Shares             of Services            Transaction        Services Rendered
        -------------------------------------------------------------------------------------------------------------
        <S>                           <C>             <C>               <C>                    <C>
        Individual                        30,000       $    900.00       August 22, 2003        Introduction to
                                                                                                Software Company
        Corporation                      270,155       $ 24,812.00       August 22, 2003        Promotional campaign
        Individual                        24,000       $  1,200.00       August 22, 2003        Technical Services
        Attorney                         100,000       $  1,800.00       August 26, 2003        Legal Fees
        Attorney                         100,000       $  1,800.00       August 26, 2003        Legal Fees
        Cornell Capital                1,555,556       $113,332.00       Sept. 16, 2003         Commitment Fee
                                       ---------       -----------
                                       2,079,711       $143,844.00
        =============================================================================================================
        </TABLE>

<PAGE>

         An additional  1,555,556  shares of common stock were issued to Cornell
         Capital  Partners,  L.P. as security for a $50,000 loan provided to the
         Company by  Cornell.  These  shares are  expected to be returned to the
         treasury of the Company upon  repayment  of the loan from  proceeds the
         Company anticipates receiving under the Equity Line of Credit.

         All of  these  shares  were  issued  pursuant  to the  exemptions  from
         registration  under  Sections 4(2) and/or 4(6) of the Securities Act of
         1933 and Regulation D.

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


Exhibit No.  Description                                       Location
----------   -----------                                       --------

31.1         Certification of the Chief Executive Officer      Provided herewith
             Pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002
31.2         Certification of The Chief Financial Officer      Provided herewith
             Pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002
32.1         Certification by King Cole Pursuant to            Provided herewith
             Section 906 of the Sarbanes-Oxley Act of 2002

32.2         Certification by Leon Caldwell Pursuant to        Provided herewith
             Section 906 of the Sarbanes-Oxley Act of 2002

<PAGE>

                                   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:  March 8, 2004                        /s/ King Cole
                                            --------------------------------
                                            King Cole, President and CEO and
                                            Authorized Signer

<PAGE>

                                                                    Exhibit 31.1

             CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, King Cole, certify that:

1. I have reviewed this report on Form 10-QSB of Y3K Secure Enterprise Software,
   Inc., for the quarter ended September 30, 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 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 report;

4. The small business  issuer'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)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13-a15(f)  and 15d-15 (f)) for the
small business issuer and 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  small  business  issuer,
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 extern
purposes in accordance with generally accepted accounting principals;

         c)  Evaluated  the   effectiveness  of  the  small  business   issuer's
disclosure  controls  and  presented  in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

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

(5)  The  small  business  issuer's  other  certifying  officer(s)  and  I  have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

         (a) All significant  deficiencies and material weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

<PAGE>

         (b) Any fraud,  whether or not material,  that  involves  management or
         other  employees  who have a  significant  role in the  small  business
         issuer's internal control over financial reporting.

Date:  March 8, 2004

/s/ King Cole
--------------
King Cole
President and CEO

<PAGE>

                                                                    Exhibit 31.2
                           CERTIFICATION OF TREASURER
                           --------------------------

I, Leon M. Caldwell, certify that:

1. I have reviewed this  report  on  Form  10-QSB/A  of  Y3K  Secure  Enterprise
Software, Inc., for the quarter ended September 30, 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 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 report;

4. The small business  issuer'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)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13-a15(f)  and 15d-15 (f)) for the
small business issuer and 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  small  business  issuer,
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 extern
purposes in accordance with generally accepted accounting principals;

         c)  Evaluated  the   effectiveness  of  the  small  business   issuer's
disclosure  controls  and  presented  in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

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

(5)  The  small  business  issuer's  other  certifying  officer(s)  and  I  have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

         (a) All significant  deficiencies and material weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

<PAGE>

         (b) Any fraud,  whether or not material,  that  involves  management or
         other  employees  who have a  significant  role in the  small  business
         issuer's internal control over financial reporting.


Date:  March 8, 2004

/s/ Leon M. Caldwell
---------------------
Leon M. Caldwell
Treasurer

<PAGE>
                                                                    Exhibit 32.1

                            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-QSB for the quarter ending
September 30, 2003 as filed with the  Securities  and Exchange  Commission  (the
"Report"), I, King Cole, President and CEO of the Company,  certify, pursuant to
ss. 906 of the  Sarbanes-Oxley  Act of 2002 (18  U.S.C.  ss.  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
President and CEO
March 8, 2004

<PAGE>
                                                                    Exhibit 32.2


                            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-QSB for the quarter ending
September 30, 2003 as filed with the  Securities  and Exchange  Commission  (the
"Report"),  I, Leon  Caldwell,  Treasurer,  certify,  pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 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 Caldwell
-----------------
Leon Caldwell
Treasurer
March 8, 2004