SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
                                  -------------
                                    AMENDMENT
                                    NO. 2 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                                         98-0201259
 ---------------------------------             ---------------------------------
  (State or other jurisdiction of              (IRS Employer Identification No.)
   incorporation or organization)

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

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

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


<PAGE>

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

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date:  40,788,500 shares of $0.001 par value
common stock outstanding as of May 28, 2002.



<PAGE>


                      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.
                         (An Development Stage Company)

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                      THREE MONTHS ENDED            INCEPTION TO
                                                                           MARCH 31                   MARCH 31
                                                                     2002            2001               2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                            <S>              <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  increased  by $40,000 as a result of

<PAGE>

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.

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.

<PAGE>

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 Reverse  Acquisition  Agreement,  the issued capital of
         Y3K, Inc. was 12,789,792 shares of common stock and 5,291,582 shares of
         preferred  shares.  Under  Section 4(2) of the  Securities  Act of 1933
         13,100,000  newly issued common shares of Zeballos  Mining Company were
         issued in exchange for all of the issued and outstanding shares of Y3k,
         Inc. both common and preferred. In order to provide the shareholders of
         Y3k,  Inc., a 1 to 1 exchange for their total  outstanding  shares with
         equal treatment between common and preferred, an additional (4,981,374)

<PAGE>

         were provided to existing Y3k, Inc.,  shareholders  from already issued
         restricted  common  shares in the  hands of  shareholders  of  Zeballos
         Mining  Company.  Since  Section  4(2)  of the  Securities  Act of 1933
         applies to the share exchange,  as it is a transaction by an issuer, no
         public offering was involved.


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 and 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