UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
                                  -------------
                                    AMENDMENT
                                    NO. 2 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 December 31, 2002

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

      For the transition period        to

                        Commission File Number 333-51366

                      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

<PAGE>

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 January 31, 2003.


                          PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

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

                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                                DECEMBER 31           JUNE 30
                                                                                    2002                2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                 <C>

ASSETS

Current
     Cash                                                                    $         10,073    $         10,722
     Accounts receivable                                                                  571                  -
      Deposit on Karunga Acquisition - See Item 2                                      50,000                  -
                                                                                ------------------------------------
Capital Assets                                                                          7,136               9,504
                                                                                ------------------------------------

                                                                             $         67,780    $         20,226
====================================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                                $        551,988    $        510,963
     Loan payable to shareholder                                                      272,500                   -
     Loan payable to bank                                                             155,666             155,666
     Current portion of capital lease obligations                                     121,565             121,565
                                                                                ------------------------------------
                                                                                    1,101,719             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 December 31, 2002 and 42,518,500
          June 30, 2002                                                                51,946              42,519

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

Deficit                                                                            (3,811,412)         (3,302,998)
                                                                                ------------------------------------
                                                                                   (1,033,939)           (767,968)
                                                                                ------------------------------------

                                                                             $         67,780    $         20,226
====================================================================================================================
</TABLE>

                                        1
<PAGE>

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


                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>

                                           Three Months Ended                   Six Months Ended          Inception To
                                               December 31                        December 31             December 31
                                               -----------                        -----------             -----------
                                          2002              2001              2002             2001            2002
                                          ----              ----              ----             ----            ----
<S>                                 <C>                 <C>               <C>               <C>               <C>
Revenues                                       431            -                 431             (826)         136,875

Expenses                                   342,014         145,175          508,845          271,574        3,910,720
                                  -------------------------------------------------------------------------------------

Operating Loss                            (341,583)       (145,175)        (508,414)        (272,400)      (3,772,845)

Other Income (Expense)                           -              87                                87          (11,824)
                                  -------------------------------------------------------------------------------------

Net Loss For Period                       (341,583)       (145,088)        (508,414)        (272,313)      (3,785,669)
                                  =====================================================================================

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>

                                        3
<PAGE>

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

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
INCEPTION MARCH 19
                                                        Three Months Ended        Six Months Ended                  1999 TO
                                                             December 31              December 31                  DECEMBER 31
                                                          2002           2001         2002          2001             2002
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>            <C>             <C>            <C>

Cash Flows From Operating Activities
     Net loss                                      $      (341,583)     (145,088)        (508,414)    (272,313)     (3,785,669)

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            2,368        2,371          36,376
     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                        166,667                      284,914
     Change in accounts receivable                            (571)                          (571)                        (571)
     Stock issued for exercised options                        776                            776                          776
      Change in payables and accrued liabilities           151,570       133,007          313,525       282,281        883,402
                                                       -------------------------------------------------------------------------
                                                           (21,957)      (10,897)         (25,649)       12,339     (2,253,936)
                                                       -------------------------------------------------------------------------
 Cash Flows From Investing Activities
     Purchase of equipment and property                      -                                -                       (151,470)
     Advances on notes receivable                            -             1,000              -              -         (40,000)
     Investment in Humanicom, Inc.                           -                 -              -              -         (25,000)
                                                       ------------------------------------------------------------------------
                                                             -             1,000              -              -         (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                       75,000
       Advance on purchase of Karunga                      (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                    2,480,479
                                                       ------------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash
Equivalents
                                                             3,043        (9,897)         (649)          12,339         10,073


Cash And Cash Equivalents, Beginning Of Period               7,030        23,862         10,722           1,626             -
                                                       ------------------------------------------------------------------------

Cash And Cash Equivalents, End Of Period             $      10,073     $  13,965         10,073         $13,965         10,073
=================================================================================================================================
</TABLE>

                                        4
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002



1.   BASIS OF PRESENTATION

     The  unaudited  consolidated  financial  statements as of December 31, 2002
     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.  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)
                                   =============

                                        5

<PAGE>

3.   LOAN FROM SHAREHOLDERS

     The  Company  has  secured  $272,500  in debt  financing  from three of its
     shareholders.  The  loans  are  unsecured  with the  outstanding  principal
     balance of each of the loans bearing interest at the rate of 12% per annum,
     payable at maturity. On May 15, 2003 all of the loans will mature.


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 six month period ended  December 31, 2002,  we continued our attempts
to raise the necessary  funds to continue to conduct our business  plan. We were
successful  in  securing   $272,500  in  private  debt   financing   from  major
shareholders (See Note 3 to financial  statements above).  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.  The
funding  allowed us to contract  with third party  software  developers  for the
development  work that has been  completed  during  the prior  six  months.  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:

   *     We plan to undertake an advertising, marketing, and sales campaign upon
         raising  adequate  funding.  We  anticipate  that the expenses  will be
         approximately $762,000.

   *     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  approximately
         $146,000 per month.

*    We  anticipate   accomplishing  at  least  two  purchase   agreements  with
     technology companies; Market Matrix and Karunga Technologies,  Corp. We had
     a definitive purchase agreement with Market Matrix that expired on November
     15, 2002 due to our  inability to secure  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.

                                        6

<PAGE>


*    We are  currently    operating  under  a  license  agreement  with  Karunga
     Technologies, Corp. ("Karunga") and effective May 2, 2001 we entered into a
     Letter of Intent to acquire the technology of Karunga. We anticipate having
     a definitive acquisition agreement with Karunga within the next quarter and
     anticipate closing that acquisition before the end of the year. There is no
     guarantee that we will conclude  agreements  with Market Matrix or Karunga.
     The terms of any definitive  acquisition agreement that we might enter into
     for the acquisition of Karunga, 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).

Currently  there are three people from Karunga who are working with YTHK for the
continued  development of its product and business  adaptation.  Their names and
specific functions are as follows:

Shane Smith provides YTHK services as follows:
1.       He works as a consultant in business development
2.       He consults on going to market strategies
3.       He heads a transition team that advises Y3K

Cedric Griss provides YTHK services as follows:
1.       He works as a consultant in Technology
2.       He supports the ICS product
3.       He works in developing future versions of the ICS
4.       He assists in other IT projects and development

Zhiling Qui provides YTHK services as follows:
1.       He works as a consultant in Technology
2.       He supports the ICS product
3.       He works in developing future versions of the ICS

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  issue 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. No demand has been made by the  beneficiary  of the note
to the Company for payment.

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 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 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

                                        7
<PAGE>

made  available  to us under the Equity Line of Credit  Agreement.  We expect to
have the registration statement filed in the first quarter of 2003.

The amount of financing  available to us under the Equity 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.  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%. This discount will be reflected as a reduction in the
paid in capital for sales in excess of the par value of the stock. 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.  There  is no  requirement  by  the  Company  to
repurchase  any of its common  shares,  either in the  marketplace or repurchase
back from Cornell.  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 the next 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.  The value of
services to be rendered by Cornell were based on the stock bid price on the date
of the contract times the number of shares issued to Cornell.  The price used in
this calculation was $.10 per share.

Y3K intends to use this type of financing sparingly since credit line draws will
increase the number of our issued and outstanding shares, therefore is likely to
have a dilutive effect on our existing shareholders.  Further, until the trading
price for our common stock is higher, taking an advance under the Equity Line of
Credit will  require the  issuance of a  substantial  number of shares to obtain
even a minimal  amount of  funding  under the  Equity  Line of  Credit.  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
will 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

                                        8

<PAGE>

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.
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 six-month  periods ended December 31,
2002 and December 31, 2001 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  December 31, 2002,  we incurred a net loss of
$342,014 as compared  to a loss of $145,175  for the same period last year.  The
substantial  increase in expenses was due to the issuance of 1,666,667 shares of
restricted  common stock to Cornell Capital  Partners L.P. and which were valued
at $167,000,  to establish the Equity Line of Credit.  The remaining  portion of
the loss consisted of operation and administrative expenses.  During the period,
we realized no significant amounts of revenue.

Since  incorporation,  we have funded our operations  through  private loans and
equity financings.  As at December 31, 2002, our assets were recorded at $67,780
consisting  of cash  ($10,073),  and capital  assets of $7,136 and an advance to
Karunga,  Inc.,  ($50,000) in our anticipation of acquiring Karunga, and its ICS
technology.  Our  liabilities  totaled  $1,101,719,  consisting  of  $651,988 in
accounts  payable and accrued  liabilities,  a loan payable to a shareholder  of
$272,500, 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 from the same
shareholder that has advanced funds and now has a loan due of $272,500.

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.

                                        9
<PAGE>

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 valuation.

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  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.


                           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 common shares as follows:

         1,666,667 common shares were issued to Cornell Capital  Partners,  L.P.
         for consulting  services  associated  with obtaining and finalizing our
         equity line of credit.Sec.4(2) of the Securities act of 1933 was relied
         upon for exemption from registration.

                                       10

<PAGE>


         7,761,113 of common shares were issued to various officers,  directors,
         consultants and key  shareholders,  which represents  options exercised
         for those stock options which have vested through October 31, 2002. The
         vesting  schedule for these  individuals is based on a 36-month vesting
         schedule  commencing January 1, 2001. All options were exercised at the
         value  of  $.0001  per  share,  based on the par  value of the  options
         provided  to  founders  from  the  merge in  price  for the Y3K,  Inc.,
         options.  Sec. 4(2) of the  Securities  act of 1933 was relied upon for
         exemption from registration.

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:

<TABLE>
<CAPTION>
Exhibit No.         Description                                          Location
<S>                 <C>                                                  <C>
31.1                Certification of Chief Executive Officer pursuant    Provided herewith
                    Section 302 of the Sarbanes-Oxley Act of 2002

31.2                Certification of Chief Financial Officer pursuant    Provided herewith
                    Section 302 of the Sarbanes-Oxley Act of 2002

32.1                Certification by King Cole Pursuant to the 18        Provided herewith
                    U.S.C. Section 1350, as Adopted Pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002

32.2                Certification by Leon Caldwell Pursuant to the 18    Provided herewith
                    U.S.C. Section 1350, as Adopted Pursuant to
                    Section 906 of the Sarbanes-Oxley Act of 2002

</TABLE>


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.

                                             /s/ KING COLE
                                             --------------------
Date:  March 8, 2004                         King Cole, President

                                       11

<PAGE>


                                                                    Exhibit 31.1

         CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, King Cole, certify that:

1. I have  reviewed  this  quarterly  report on Form  10-QSB/A of Y3K Secure
Enterprise  Software,  Inc.,  for the quarter ended December 31, 2002;

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

         (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

                                       12
<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 December 31, 2002;

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

         (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


                                      13
<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/A for the quarter
ending  December 31, 2002 as filed with the Securities  and Exchange  Commission
(the "Report"), I, King Cole, President 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
March 8, 2004
                                       14

<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-QSB/A  for the quarter
ending December  31, 2002 as filed with the  Securities  and Exchange Commission
(the "Report"),  I, Leon M. Caldwell, Chief Financial  Officer 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/ LEON M. CALDWELL
-----------------------
Leon M. Caldwell
Chief Financial Officer
March 8, 2004
                                       15