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 March 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                                         98-0233878
---------------------------------             ---------------------------------
(State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)

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

                                  604-727-8402
                                -----------------
                  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: 40,788,500 shares of $0.001
par value common stock outstanding as of May 28, 2002.




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


                         CONSOLIDATED FINANCIAL STATEMENTS


                                 MARCH 31, 2002

<PAGE>



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

                            CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                                                  MARCH 31        DECEMBER 31
                                                    2002              2001
-------------------------------------------------------------------------------
<S>                                            <C>               <C>
ASSETS

Current
   Cash                                        $   52,051        $   13,915

Deposits                                           50,000            25,000
Capital Assets                                     10,688            11,871
                                               ----------------------------
                                               $  112,739        $   50,786
===============================================================================
LIABILITIES

Current
   Accounts payable and accrued liabilities    $  573,570        $  529,600
   Payable to related parties                     221,600           112,500
   Loan payable                                   147,137           147,137
                                               ----------------------------
                                                  942,307           789,237
                                               ----------------------------

SHAREHOLDERS' DEFICIENCY

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

   Issued and outstanding:
     40,788,500 common shares at
     March 31, 2002 and 27,688,500 common
     shares at December 31, 2001                   40,788            27,689

   Additional paid-in capital                   2,195,742         2,208,841

Deficit                                        (3,066,098)       (2,974,981)
                                               ----------------------------
                                                 (829,568)         (738,451)
                                               ----------------------------
                                               $  112,739        $   50,786
===============================================================================
</TABLE>

<PAGE>


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

                  CONSOLIDATED STATEMENT OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                                   THREE MONTHS ENDED            INCEPTION TO
                                       MARCH 31                    MARCH 31
                                 2002          2001                  2002
-------------------------------------------------------------------------------
<S>                          <C>             <C>                <C>
Revenues                     $    2,575      $        -         $     129,301

Expenses                         65,376          97,201            (2,898,576)

Operating Loss                  (62,801)        (97,201)           (2,769,275)

Other Income (Expense)                2           2,586              (271,080)

Net Loss For The Period      $  (62,799)     $  (94,615)        $  (3,040,355)
===============================================================================

Net Loss Per Share           $    (0.01)     $    (0.01)
========================================================

Weighted Average Number Of
Common Shares Outstanding      28,913,500     27,688,500
========================================================
</TABLE>


<PAGE>


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

                         CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                  THREE MONTHS ENDED            INCEPTION TO
                                                       MARCH 31                    MARCH 31
                                                 2002          2001                  2002
-----------------------------------------------------------------------------------------------
<S>                                            <C>             <C>                <C>
Cash Flows From Operating Activities
   Net loss                                    $    (62,799)   $   (94,615)       $ (3,040,355)

Adjustments To Reconcile Net Loss To
  Net Cash By Operating Activities
   Depreciation and amortization                      1,184            625              32,824
   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
     Deposits                                       (25,000)             -             (50,000)
     Accounts payable and accrued liabilities        34,751         72,440             541,139
                                               -----------------------------------------------
                                                    (51,864)       (21,550)         (2,167,429)
                                               -----------------------------------------------

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
   Loan payable                                           -              -             147,137
   Principal payments on capital lease obligations        -              -             (20,970)
   Payable to related parties                        90,000              -             202,500
   Share capital                                          -              -           2,107,283
                                               -----------------------------------------------
                                                     90,000              -           2,435,950
                                               -----------------------------------------------

Net Increase (Decrease) In Cash And Cash
 Equivalents                                         38,136        (21,550)             52,051

Cash And Cash Equivalents, Beginning Of
 Period                                              13,915        127,649                   -

Cash And Cash Equivalents, End Of Period       $     52,051    $   106,099        $     52,051
==============================================================================================
</TABLE>

<PAGE>


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

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   MARCH 31, 2002


1. BASIS OF PRESENTATION

   The unaudited consolidated financial statements as of March 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 December 31, 2001 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.  Since the transaction 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 $Nil 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)
                                                     ===========

3. CHANGES EVENTS AND TRANSACTIONS

During the quarter ended March 31, 2002, the Company provided an additional
$25,000 toward the development of its ICS system through its licensing
Agreement with Karunga, Inc. The total advanced for continued improvements
totaled $50,000 at the March 31, 2002 quarter end. Cash

<PAGE>


increased by $40,000 as a result of additional funds provided from loans by
a shareholder. The loan from related party increased from $112,500 at year
end to $221,600 at the March 31, 2002 period end for a net cash inflow of
$109,100. Account payable increased primarily due to the continuing accrual
of unpaid rent at the rate of $11,000 per month for the facility that was
vacated a year earlier.

Item 2. Management's Discussion and Analysis

During the three-month period ended March 31, 2002, we completed our
acquisition of Y3K, Inc., a private Washington State company that owns
FusionPak(tm), a suite of enterprise business software designed for the
telecommunications, banking and government sectors.

Plan of Operation

During the fiscal year ended December 31, 2001, we attempted to raise the
necessary funds to conduct our business plan, namely exploring our Zeb Au
property located near Zeballos, British Columbia on the west coast of
Vancouver Island.  Because we were unsuccessful in securing the required
financing, we abandoned our business plan in early 2001 and began
investigating potential acquisition opportunities.  This led to our
announcement on August 21, 2001 that we had entered into an agreement to
acquire all of the issued and outstanding securities of Y3K, Inc.  This
acquisition was completed on March 22, 2002.

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 and marketing campaign upon raising
     adequate funding.  We anticipate that the cost of these marketing expenses
     will be approximately $550,000.

   * We plan to purchase and lease additional equipment for our business at
     an approximate cost of $100,000.

   * We anticipate our monthly operating costs will be approximately $175,000
     per month.

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 and vice-president.

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.

<PAGE>


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 three-month period ended March 31, 2002, we completed our
acquisition of Y3K, Inc.  Accordingly, our financial statements are now
prepared on a consolidated basis and include the operations of Y3K, Inc.

In the three-month period ended March 31, 2002, we incurred a net loss of
$62,799.  This loss is compared to the comparable quarter for the prior
year in which the Company had a net loss of $94,615. The most significant
reduction in the operating loss consisted of a rent decrease of $20,578 over
the prior year quarter and a reduction in consulting services cost of
$11,516. The remaining loss consisted of business operation and
administrative expenses.  During the quarter ended March 31, 2002, we
realized revenue of $2,575 from the sale of our ICS product to a winery

Since incorporation, we have funded our operations through private loans and
equity financings.  As at March 31, 2002, our assets were recorded at $112,739
consisting of cash ($52,051), deposits ($50,000) and capital assets.  Our
liabilities totaled $942,307, consisting of a $573,570 in accounts payable
and accrued liabilities, $221,600 in related party payables and a loan
payable of $147,137.


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

        Pursuant to the Company's acquisition of Y3K, Inc., the issued capital
        of Y3K, being 12,789,792 shares of common stock and 5,291,582 shares
        of preferred stock was exchanged for 13,100,000 shares of newly issued
        restricted common stock of the Company.  The balance of the shares
        comprising a 1 for 1 exchange of common shares and preferred shares
        (4,981,374) were provided by assignment of already issued restricted
        common shares. These shares were issued pursuant to Section 4(2) of the
        Securities Act. Section 4(2) applies to transactions by an issuer that
        do not involve any public offering.

<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 and Report on Form 8-K

        Index to Exhibits

        2.1   Acquisition Agreement dated as of August 21, 2001, between
              Y3K Secure Enterprise Software, Inc. and Y3K, Inc.*

        * previously provided as an exhibit to our Form 8-K filed on
          September 5, 2001.

        We filed the following reports on Form 8-K during the three-month
        period ended January 31, 2002:

        a) Amended current report on Form 8-K filed March 22, 2002 regarding
           our acquisition of Y3K, Inc.  This filing included the audited
           financial statements of Y3K, Inc. and pro-forma consolidated
           financial statements.

        b) Current report and amended current report on Form 8-K filed April
           15, 2002 and April 22, 2002 respectively regarding our change of
           auditor from Andersen, Andersen & Strong, L.C. to Morgan & Company,
           Chartered Accountants.

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