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 SEPTEMBER 30, 2003

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

      For the transition period                  to

                         Commission File Number 0-26709



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


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

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

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

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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  56,919,850 shares of $0.001 par value
common stock outstanding as of October 30, 2003.


<PAGE>





                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                        CONSOLIDATED FINANCIAL STATEMENTS


                               SEPTEMBER 30, 2003




<PAGE>



                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>

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

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

CAPITAL ASSETS                                                                          3,585          4,769
                                                                                  -----------    -----------

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

LIABILITIES

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

SHAREHOLDERS' DEFICIENCY

SHARE CAPITAL
     Authorized:
         200,000,000 common shares, par value $0.001 per share

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

   Share subscriptions receivable                                                        (571)          (571)

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

DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                                   (4,316,694)    (4,090,148)
                                                                                  -----------    -----------
                                                                                   (1,330,958)    (1,297,646)
                                                                                  -----------    -----------
                                                                                  $    31,130    $     5,422
===============================================================================   ===========    ===========
</TABLE>



<PAGE>



                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------
                                                            THREE MONTHS ENDED          INCEPTION TO
                                                               SEPTEMBER 30             SEPTEMBER 30
                                                          2003              2002            2003
----------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>                <C>
REVENUES                                               $           -  $            -    $    138,833

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

OPERATING LOSS                                              (216,548)       (166,831)     (4,40,767)

OTHER INCOME (EXPENSE)                                        (9,998)              0        (150,190)
                                                        ------------    ------------    ------------

NET LOSS FOR THE PERIOD                                 $   (226,546)   $   (166,831)   $ (4,290,950)
=====================================================   ============    ============    ============


NET LOSS PER SHARE                                     $        .01    $        .01
=====================================================   ============    ============


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING      54,485,225     42,518,500
=====================================================   ============    ============
</TABLE>


<PAGE>



                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                                                                     INCEPTION
                                                                                                      MARCH 19
                                                                             THREE MONTHS ENDED       1999 TO
                                                                                SEPTEMBER 30        SEPTEMBER 30
                                                                         2003             2002          2003
---------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                         $  (226,546)   $  (166,831)   $(4,290,951)

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH FROM OPERATING
  ACTIVITIES
     Fair value of unpaid compensation                                        -              -           96,000
     Depreciation and amortization                                          1,184          1,184         39,927
     Write off leasehold improvements                                         -              -           14,881
     Write off notes receivable                                               -              -           48,000
     Write off investment                                                     -              -           25,000
     Loss from default under equipment leases                                 -              -          142,955
     Stock issued for other than cash                                     143,844            -          444,238
     Lease Deposit                                                         (3,165)           -           (3,165)
     Change in assets and liabilities:
         Accounts payable and accrued liabilities                          -7,980        161,955        748,391
                                                                      -----------    -----------    -----------
                                                                          (92,663)        (3,692)    (2,734,724)
                                                                      -----------    -----------    -----------
 CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of equipment and property                                       -              -         (151,470)
     Advances on notes receivable                                             -              -          (40,000)
     Investment in Humanicom, Inc.                                            -              -          (25,000)
                                                                      -----------    -----------    -----------
                                                                              -              -         (216,470)
                                                                      -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
       Loans payable                                                       67,000            -          551,166
       Share Subscriptions receivable                                         -              -             (571)
       Principal payments on capital lease obligations                        -              -          (20,970)
       Issuance of common stock for cash                                   49,390            -          254,316
       Issuance of preferred stock                                            -              -        2,116,633
       Capital Contribution by Shareholder                                    -              -           75,000
                                                                      -----------    -----------    -----------
                                                                          116,390            -        2,975,574
                                                                      -----------    -----------    -----------

       NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                                                           23,727         (3,692)        24,380

          CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                      653         10,722            -
                                                                      -----------    -----------    -----------

             CASH AND CASH EQUIVALENTS, END OF PERIOD                 $    24,380    $     7,030    $    24,380
===================================================================   ===========    ===========    ===========
</TABLE>


<PAGE>



                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003



1.   BASIS OF PRESENTATION

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


2.   ACQUISITION OF SUBSIDIARY

     Effective March 22, 2002, Y3K Secure  Enterprise  Software,  Inc.  acquired
     100% of the issued and  outstanding  shares of Y3K  Incorporated by issuing
     13,100,000  common  shares.  In addition,  the former  shareholders  of Y3K
     Incorporated  received an additional  4,981,374 common shares in a separate
     transaction.

      A summary of the transaction is as follows:

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

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

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

          -    control of the board of the combined entity

          -    domination of the senior management of the combined entity


<PAGE>

                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003


     Accordingly,   the  transaction,   which  is  referred  to  as  a  "reverse
     take-over",  has been treated for accounting  purposes as an acquisition by
     Y3K Incorporated of the net assets and liabilities of Y3K Secure Enterprise
     Software,  Inc. Under this purchase  method of  accounting,  the results of
     operations of Y3K Secure  Enterprise  Software,  Inc. are included in these
     consolidated financial statements from March 22, 2002.

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

     The acquisition is summarized as follows:
<TABLE>
<CAPTION>
<S>                                                                               <C>
     Current Liabilities
          Accounts payable                                                        $  25,743
                                                                                  ---------

     Net Asset Deficiency                                                         $ (25,743)
                                                                                  =========
</TABLE>


3.   LOANS PAYABLE
      The Loans Payable are due to various entities and individuals as follows:
<TABLE>
<CAPTION>

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

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


<PAGE>




Item 2. Management's Discussion and Analysis

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

PLAN OF OPERATION

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

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

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

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

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

     |_|  We anticipate accomplishing the purchase of the Karunga technology for
          which we have continued to advance joint development costs, as well as
          a $50,000 advance toward the acquisition of the technology.  The funds
          being  advanced are for the  continued  co-development  of the current
          version of the ICS. We currently have a license agreement with Karunga
          that will expire on  December  31,  2003.  We have also  extended  the
          original  technology  purchase  agreement that  originally  expired in
          March  2003  through  December  31,  2003 to allow both  companies  to
          complete the intended  acquisition of the ICS technology.  There is no
          guarantee  that we will  conclude  our  agreement  with Karunga but do
          expect  that we will  receive  additional  extensions  of the  license
          agreement as we continue to deal in good faith toward the  acquisition
          of the technology.

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

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

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

     |_|  The consultants and their responsibilities are as follows:


         1. Jason Smith -

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

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

         2. Scott Owen -

               -    Manage the  Quality  Assurance  process  with  internal  and
                    external  resources for the combined  technologies of xSides
                    and Y3K Products and Services

               -    Develop  and manage  test plans  creation  for black box and
                    white box test

               -    Act  as a  project  manager  as  situations  dictate  in the
                    development of the bundled products and services.

          3. Michael Secright -

               -    Deploy     and     manage     network     supporting     y3k
                    integration/development teams

               -    Manage and support  development  efforts that require  sever
                    integration and development

               -    Support of corporate IT operations for xSides and Y3k

               -    Introduce third party relationships to Y3K and nurture those
                    relationships

               -    Evaluate third party technology and report findings.

               -    Responsible  for  administrative  duties  and  budget for IT
                    xSides and Y3k operations

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

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

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

On August 15,  2002 we entered  into the Equity  Line of Credit  Agreement  with
Cornell  Capital,  Inc.,  ("Cornell")  which provides the  opportunity for us to
obtain up to $7,000,000 in equity financing through August 15, 2004. In order to
have  access  to the funds  available  under  the  equity  line of credit we are
required  to  register  the shares that we sell to Cornell so that it can resell
those shares  without  restriction.  We are  preparing a Form SB-2  Registration
Statement  seeking to  register  30,000,000  shares of our common  stock that we
believe will be sufficient  for us to obtain the entire  $7,000,000 in financing
made  available  to us under the Equity Line of Credit  Agreement.  We expect to
have the  registration  statement filed in the second quarter of fiscal 2004. In
the  interim  period  prior to our filing the SB-2,  the  Company  has issued to
Cornell Capital, Inc., 1,555,556 shares of common stock to be held as collateral
for a loan  commitment of $150,000.  In September 2003 Cornell funded an initial
$50,000  against  the loan  agreement  and we expect an  additional  $100,000 is
expected to be funded by Cornell Capital, Inc., to the Company in the 2nd fiscal
quarter.

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

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

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

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

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

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


RESULTS OF OPERATIONS

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

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

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

Item 3.     Controls and Procedures

         Within  90 days  prior to the  date of this  quarterly  report  on Form
10-QSB for the first quarter ended  September 30, 2003, the Company  carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's President, its principal executive officers
and Treasurer, of the effectiveness of the design and operation of the Company's
disclosure  controls and  procedures  pursuant to Rule 13a-14 of the  Securities
Exchange Act of 1934.  Based upon that  evaluation,  these  principal  executive
officers and principal financial officer concluded that the Company's disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information  relating to the Company,  including its consolidated  subsidiaries,
required to be included in the Company's  periodic SEC filings.  There have been
no  significant  changes in  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to the date of our most recent
evaluation.

PART II- OTHER INFORMATION

Item 1. Legal Proceedings

         There are no material legal proceedings  pending or threatened  against
         us. We are the  plaintiff in a lawsuit in Pierce  County  Washington in
         which a  counterclaim  has  been  asserted  against  us,  but we do not
         believe that the counterclaim has any merit and that ultimately it will
         be dismissed.

Item 2. Changes in Securities

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

         1,233,978  shares  of  common  stock  were  issued  for  cash  and  the
         cancellation  of a $3,000 note at prices ranging from $.018 to $.14 per
         share.

         2,079,711 shares of common stock were issued for services  amounting to
         $143,844  at prices  ranging  from $.03 to $.08 per share.  The largest
         recipient of shares  issued for services was to Cornell  Capital,  Inc.
         1,555,556  shares  valued  at  $113,333  were  issued to  conclude  the
         Agreement  for the  Equity  Line of  Credit  between  the  Company  and
         Cornell.  The Company had entered into the Agreement for a fixed number
         of shares  (3,111,111)  at a valuation of $280,000.  In fiscal 2003 the
         Company issued  1,666,667 shares at the valuation of $.10 per share and
         concluded  the  transaction  with  the  final  valuation  based  on the
         contract  price of $280,000 less the amount  recorded in the prior year
         of $166,667.


<PAGE>

         1,555,556  shares of common  stock were issued as  security  for a loan
         provided  by Cornell  Capital,  Inc.  These  shares are  expected to be
         returned to the treasury of the Company upon repayment of the loan from
         proceeds anticipated from the funding of the Equity Line of Credit.

         All  of  these  shares  were  issued  pursuant  to the  exemption  from
         registration  under  Section  4(6) of the  Securities  Act of 1933  and
         Regulation D.

Item 3. Defaults upon Senior Securities

         None.

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

         None.

Item 5. Other Information

         None.

Item 6. Exhibits

Index to Exhibits

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

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

99.4    Certification by King Cole

99.5    Certification by Leon Caldwell

SIGNATURES

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

                                         Y3K SECURE ENTERPRISE SOFTWARE, INC.

DATE:  November 14, 2003                 /s/ King Cole
                                         ------------------------------------
                                         King Cole, President and CEO and
                                         Authorized Signer