Exhibit 31.2

                           CERTIFICATION OF TREASURER

I, Leon M. Caldwell, certify that:

1. I have reviewed this report on Form 10-QSB of Y3K Secure Enterprise Software,
Inc., for the quarter ended March 31, 2004;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this report;

4. The small business  issuer's other  certifying  officer and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15)) and internal control over financial
reporting  (as defined in Exchange Act Rules  13-a15(f)  and 15d-15 (f)) for the
small business issuer and have:

      a)  Designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

      b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting, to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principals;

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

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


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

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

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


Date:  May 19, 2004

/S/ LEON M. CALDWELL
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Leon M. Caldwell, Treasurer


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