UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
                                -----------------
                                    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, 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)

<PAGE>

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:  42,518,500 shares of $0.001 par value
common stock outstanding as of October 31, 2002.


<PAGE>


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


                        CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2002

<PAGE>



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

                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                SEPTEMBER 30          JUNE 30
                                                                                    2002                2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>
ASSETS

Current
     Cash                                                                    $          7,030    $         10,722

Capital Assets                                                                          8,320               9,504
                                                                             ---------------------------------------

                                                                             $         15,350    $         20,226
====================================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                                $        510,418    $        510,963
     Loan payable to shareholder                                                      162,500                   -
     Loan payable to bank                                                             155,666             155,666
     Current portion of capital lease obligations                                     121,565             121,565
                                                                             ---------------------------------------
                                                                                      950,149             788,194
                                                                             ---------------------------------------

SHAREHOLDERS' DEFICIENCY

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

    Issued and outstanding:
          42,518,500 common shares at September 30, 2002 and June 30, 2002
                                                                                       42,519              42,519

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

Deficit                                                                            (3,469,829)         (3,302,998)
                                                                             ---------------------------------------
                                                                                     (934,799)           (767,968)
                                                                             ---------------------------------------

                                                                             $         15,350    $         20,226
====================================================================================================================
</TABLE>


<PAGE>


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

                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT


<TABLE>
---------------------------------------------------------------------------------------------------------------------
                                                                 THREE MONTHS ENDED                 INCEPTION TO
                                                                    SEPTEMBER 30                    SEPTEMBER 30
                                                             2002                 2001                  2002
---------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                  <C>                  <C>
Revenues                                              $               -    $           (826)    $        136,444

Expenses                                                        166,831              126,399          (3,568,706)
                                                      ---------------------------------------------------------------

Operating Loss                                                 (166,831)            (127,225)         (3,432,262)

Other Income (Expense)                                                -                    0             (11,824)
                                                      ---------------------------------------------------------------

Net Loss For The Period                               $        (166,831)   $        (127,225)   $     (3,444,086)
=====================================================================================================================


Net Loss Per Share                                    $         nil        $         nil
==============================================================================================


Weighted Average Number Of Common Shares Outstanding         42,518,500           40,788,500
==============================================================================================
</TABLE>


<PAGE>




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

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                                                    INCEPTION
                                                                                     MARCH 19
                                                   THREE MONTHS ENDED                 1999 TO
                                                      SEPTEMBER 30                 SEPTEMBER 30
                                                 2002              2001                2002
------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                 <C>
Cash Flows From Operating Activities
 Net loss                                   $ (166,831)         $ (127,225)        $(3,444,086)

Adjustments To Reconcile Net Income To
 Net Cash From Operating Activities
  Fair value of unpaid compensation                  -                   -              96,000
  Depreciation and amortization                  1,184               1,187              35,192
  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                   -                   -             118,127

Change in assets and liabilities:
  Accounts payable and accrued liabilities     161,955             149,273             735,644
                                              --------------------------------------------------
                                                (3,692)             23,235          (2,228,287)
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 lease
 obligations                                         -                   -             (20,970)
 Issuance of common stock                            -                   -             204,150
 Issuance of preferred stock                         -                   -           2,116,633
                                              -------------------------------------------------
                                                     -                   -           2,455,479
                                              -------------------------------------------------

Net Increase (Decrease) In Cash And Cash
 Equivalents                                    (3,692)             22,235              10,722

Cash And Cash Equivalents, Beginning Of
 Period                                         10,722               1,626                   -
                                              -------------------------------------------------
Cash And Cash Equivalents, End Of Period    $    7,030          $   23,861         $    10,722
===============================================================================================

</TABLE>


<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


1.   BASIS OF PRESENTATION

     The unaudited  consolidated  financial  statements as of September 30, 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)
                                                        ================

<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, 2002,  we attempted to raise
the necessary funds to continue to conduct our business plan.

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,  Inc. We currently  are
     operating  under  license  agreements  with these  companies and are in the
     process of negotiating  potential  acquisitions  of their shares or assets.
     There is no guarantee that we will conclude  agreements  with Market Matrix
     or Karunga, Inc.

If we do not raise additional funds by selling our shares 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.

<PAGE>

Results of Operations

During the year ended June 30, 2002, we completed our  acquisition  of Y3K, Inc.
Since these transactions resulted in the former shareholders of Y3K Incorporated
owning the  majority  of the issued  shares of Y3K Secure  Enterprise  Software,
Inc., the transaction,  which is referred to as a "reverse take-over",  has been
treated for accounting purposes as an acquisition by Y3K Incorporated of the net
assets  and  liabilities  of Y3K Secure  Enterprise  Software,  Inc.  Under this
purchase  method  of  accounting,  the  results  of  operations  of  Y3K  Secure
Enterprise  Software,   Inc.  are  included  in  these  consolidated   financial
statements  from March 22,  2002.  The  financial  statements  presented  herein
compares the three-month periods ended September 30, 2002 and September 30, 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  September 30, 2002, we incurred a net loss of
$166,831. This loss consisted of business operation and administrative expenses.
During the period, we realized revenue of $nil.

Since  incorporation,  we have funded our operations  through  private loans and
equity financings. As at September 30, 2002, our assets were recorded at $15,350
consisting  of cash  ($7,030),  and capital  assets of $8,320.  Our  liabilities
totaled  $950,149,  consisting  of  $510,418  in  accounts  payable  and accrued
liabilities, a loan payable to a shareholder of $162,500, a bank loan payable of
$155,666 and lease obligations of $121,565.

Item 3.     Controls and Procedures

            Within 90 days  prior to the date of this  quarterly  report on Form
10-QSB for the first quarter ended  September 30, 2002, the Company  carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's President, its principal executive officers
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's  disclosure controls and procedures pursuant to Rule 13a-14 of the
Securities  Exchange Act of 1934.  Based upon that  evaluation,  these principal
executive officers and principal  financial officer concluded that the Company's
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries,  required to be included in the  Company's  periodic  SEC filings.
There have been no significant  changes in internal controls or in other factors
that could significantly  affect internal controls subsequent to the date of our
most recent valuation.


PART II- OTHER INFORMATION

Item 1. Legal Proceedings

         The Company is not a party to any pending legal proceeding.  Management
         is not aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities

         During the quarter, the Company did not issue any of its common stock.


<PAGE>


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

         2.1, 2.2 and and 2.3 Certifications  pursuant to 18 U.S.C. Section 1350
         as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SIGNATURES

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

                                           Y3K SECURE ENTERPRISE SOFTWARE, INC.

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

                                   Exhibit 2.1

Certification  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

     In connection with the Quarterly  Report Pursuant to Section 13 or 15(d) of
the  Securities  Exchange  Act of 1934 on Form  10-QSB of Y3K Secure  Enterprise
Software,  Inc. (the  "Company")  for the quarter  ended  September 30, 2002, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, King  Cole,  Chief  Executive  Officer of the  Company,  certify,
pursuant  to 18 U.S.C.  Sec.1350,  as adopted  pursuant  to  Section  906 of the
Sarbanes-Oxley Act of 2002, that:

     1) the Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

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

<PAGE>

Dated: October 30, 2002
                             /s/ King Cole
                             -------------------------------------
                             King Cole,
                             President and Chief Executive Officer


                                    Exhibit 2.2

Certification  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

     In connection with the Quarterly  Report Pursuant to Section 13 or 15(d) of
the  Securities  Exchange  Act of 1934 on Form  10-QSB of Y3K Secure  Enterprise
Software,  Inc. (the  "Company")  for the quarter  ended  September 30, 2002, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Leon Caldwell,  Chief Financial Officer of the Company,  certify,
pursuant  to 18 U.S.C.  Sec.1350,  as adopted  pursuant  to  Section  906 of the
Sarbanes-Oxley Act of 2002, that:

     1) the Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

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

Dated: October 30, 2002
                                  /s/ Leon Caldwell
                                  -------------------------------------
                                  Leon Caldwell, Chief Financial Officer

                                    Exhibit 2.3

Certification  pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.

     In connection with the Quarterly  Report Pursuant to Section 13 or 15(d) of
the  Securities  Exchange  Act of 1934 on Form  10-QSB of Y3K Secure  Enterprise
Software,  Inc. (the  "Company")  for the quarter  ended  September 30, 2002, as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  I, Leon Caldwell,  Chief Financial Officer of the Company,  certify,
pursuant  to 18 U.S.C.  Sec.1350,  as adopted  pursuant  to  Section  906 of the
Sarbanes-Oxley Act of 2002, that:

     1) the Report fully  complies  with the  requirements  of Section  13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

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

Dated: October 30, 2002
                                  /s/ James Stephens
                                  -------------------------------------
                                  James Stephens, Vice President