UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 FORM 10-QSB

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

      For the quarterly period ended 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
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.


<PAGE>


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>

                                      2

<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>


                                      3

<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)
                                                 ===========


                                      4

<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 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 sufficient funds to fund our operations at a level that
allowed us to further develop and enhance Fusion Pak, which is our suite of
business software products, and to engage in marketing of Fusion Pak to a
number of interested businesses.  In 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 and 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, Inc.  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.

 *   We are currently operating under a license agreement with Karunga, Inc.,
     and anticipate having a definitive acquisition agreement for acquisition
     of Kuranga 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, Inc. The terms of any definitive
     acquisition agreement that we might enter into for the acquisition of
     Karunga, Inc., or Market Matrix is likely going to require that we issue
     additional shares of our stock and assume all liabilities of Karunga
     and/or Market Matrix in order for us to complete any acquisition
     transaction(s).

In an effort to accommodate Karunga, and protect our current interest as the
licensee of the ICS software, we advanced $50,000 to a non-related party to
which Karunga has a substantial liability for a residual payment due for certain
core technology of its ICS system.  We advanced


                                      5

<PAGE>


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.

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 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%.  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. 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.

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

                                      6

<PAGE>


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. 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., 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,
Inc., 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.

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

                                      7

<PAGE>


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 under Rule 144 to Cornell Capital
        Partners, L.P. for consulting services associated with obtaining and
        finalizing our equity line of credit.

        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.

Item 3. Defaults Upon Senior Securities

        None.

                                      8

<PAGE>

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

        None.

Item 5. Other Information

        None.

Item 6. Exhibits

Index to Exhibits:

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

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


SIGNATURES

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

                                    Y3K SECURE ENTERPRISE SOFTWARE, INC.

                                    /s/ KING COLE
                                    --------------------
Date:  February 12, 2003            King Cole, President


                                      9

<PAGE>


                                                                   Exhibit 99.1

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

In connection with the Quarterly Report of Y3K Secure Enterprises Software,
Inc., a Nevada corporation (the "Company"), on Form 10-QSB 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
# 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. # 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
February 12, 2003


                                      10

<PAGE>

                                                                   Exhibit 99.2

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

In connection with the Quarterly Report of Y3K Secure Enterprises Software,
Inc., a Nevada corporation (the "Company"), on Form 10-Q for the quarter
ending 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 # 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. # 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
February 12, 2003

                                      11