SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                               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 December 31, 2003

[ ]   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)


                  800 Bellevue Way NE, Suite 600, Bellevue, WA 98004
       ----------------------------------------------------------------------
                      (Address of principal executive offices)

                                 (425) 605-9220
                                  ------------------
                      Issuer's telephone number, including area code


       108 West Stewart Avenue, Puyallup, Washington, 98371 (253) 284-2935
      ------------------------------------------------------------------------
              (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:  77,473,480 shares of $0.001 par value
common stock outstanding as of January 26, 2004.

                                        1
<PAGE>


PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements













                                        2
<PAGE>



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

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                DECEMBER 31           JUNE 30
                                                                                    2003                2003
--------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>
ASSETS

Current
     Cash                                                                    $          2,813    $            653
      Lease Security Deposit                                                            3,165                  -
                                                                             ------------------- -------------------
Capital Assets                                                                          2,401               4,769
                                                                             ------------------- -------------------

                                                                             $          8,379    $          5,422
====================================================================================================================
LIABILITIES

Current
     Accounts payable and accrued liabilities                                $        612,038    $        697,337
     Loans payable - Note 3                                                           648,166             484,166
     Capital lease obligations                                                        121,565             121,565
                                                                             ------------------- -------------------
                                                                                    1,381,769           1,303,068
                                                                             ------------------- -------------------

SHAREHOLDERS' DEFICIENCY

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

    Issued and outstanding:
          69,456,640 common shares at December 31, 2003 and 52,050,605
          June 30, 2003                                                                69,457              52,050
    Share subscriptions receivable                                                    (15,280)              (571)
    Additional paid-in capital                                                      3,905,145           2,741,023

Deficit                                                                            (5,332,712)         (4,090,148)
                                                                             ------------------- -------------------
                                                                                   (1,358,110)         (1,297,646)
                                                                             ------------------- -------------------

                                                                             $          8,379    $          5,422
====================================================================================================================
</TABLE>





                                        3
<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

                                        2003            2002             2003             2002            2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>              <C>              <C>             <C>
Revenues                                       -              431               -              431             138,833
Expenses                                 994,209          342,014       1,210,757          508,845           5,373,803
                                   ------------------------------------------------------------------------------------
Operating Loss                          (994,209)        (341,583)     (1,210,757)        (508,414)         (5,234,970)
Other Income (Expense)                   (21,809)               -         (31,807)               -             (71,999)
                                   ------------------------------------------------------------------------------------
Net Loss For Period                   (1,016,018)        (341,583)     (1,242,564)        (508,414)         (5,306,969)
                                   ====================================================================================

Net Loss Per Share                      $(.02)            Nil               $(.02)          $(.01)
=======================================================================================================

Weighted Average Number of Common
Shares Outstanding                      63,188,245       51,946,280       63,188,245      51,946,280
=======================================================================================================
</TABLE>





                                        4
<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
                                                            2003        2002        2003          2002          2003
-----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>        <C>            <C>          <C>
Cash Flows From Operating Activities
     Net loss                                         $  (1,016,018)  (341,583)   (1,242,564)  (508,414)    (5,306,969)

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      2,368         41,111
     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                       682,514    166,667       826,358    166,667      1,126,752
     Lease deposit                                                -          -        (3,165)         -         (3,165)
      Change in payables and accrued liabilities            -48,265    151,570       -56,245    313,525        700,126
                                                     ------------------------------------------------------------------
                                                           (380,585)   (22,162)     (473,248)   (25,854)    (3,115,309)
                                                     ------------------------------------------------------------------
 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                                         97,000          -       164,000          -        648,166
       Share subscriptions receivable                       (14,709)      (571)      (14,709)      (571)       (15,280)
       Principal payments on capital leases                       -          -             -          -        (20,970)
       Capital contribution from Shareholder                      -     75,000             -     75,000         75,000
       Issuance of common stock for cash                    276,727        776       326,117        776        531,043
       Advance on purchase of Karunga                                  (50,000)                 (50,000)             -
       Issuance of preferred stock                                -          -             -          -      2,116,633
                                                     ------------------------------------------------------------------
                                                            359,018     25,205       475,408     25,205      3,334,592
                                                     ------------------------------------------------------------------

Net Increase (Decrease) In Cash And Cash Equivalents
                                                            (21,567)     3,043         2,160       (649)         2,813

Cash And Cash Equivalents, Beginning Of Period               24,380      7,030           653     10,722              -
                                                     ------------------------------------------------------------------

Cash And Cash Equivalents, End Of Period             $        2,813     10,073         2,813     10,073          2,813
=======================================================================================================================
</TABLE>




                                        5
<PAGE>


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

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2003



1.   BASIS OF PRESENTATION

     The  unaudited  consolidated  financial  statements as of December 31, 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 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






                                        6
<PAGE>



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 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:

     Current Liabilities
         Accounts payable                           $     25,743
                                                    --------------
     Net Asset Deficiency                            $    (25,743)
                                                    ==============


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  at 12% until paid                                  20,000
                                                                            --------
          Total Loans Payable                                               $648,166
                                                                            ========
</TABLE>

     * 1,555,556   common  shares  were  issued to  Cornell  Capital,  Inc.,  as
       security for  the $150,000 loan  bearing  interest at 12% per annum until
       paid.

                                        7
<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, 2003,  we continued our attempts
to raise the necessary  funds to continue to conduct our business  plan. We were
successful in securing  $150,000 in private debt financing from Cornell Capital,
$20,000 from a private  investor with common stock issuances to retire $6,000 in
debt for a net raise in debt of $164,000.  (See Note 3 to  financial  statements
above).  In addition during the six month period we sold 3,981,304 common shares
for net  proceeds of $325,669,  issued  4,472,219  common  shares for the vested
options  exercised by the founders for $447 and issued  7,396,956  common shares
for services totaling $826,358.  The Company also issued 1,555,556 common shares
to Cornell  Capital as collateral  for their loan of $150,000.  These funds have
been  sufficient  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 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 $500,000. 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 expired on December  31, 2003 and an  extension  was issued on the
         license  through  February 28, 2004. We have also extended the original
         technology  purchase  agreement that  originally  expired in March 2003
         through  February  28, 2004 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.

                                        8
<PAGE>

     Currently there are three people from Karunga who are working with YTHK for
     the continued development of its new product and business adaptation.


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 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  new  note Karunga issued 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  required  monthly
payments. The entire amount of the note was due and payable as of March 15, 2003
and as of December  31,  2003 the  balance  due under the note is  approximately
$460,000,  including accrued interest.  The note is accruing default interest at
the rate of 18% per annum.  Karunga is in  default on the note at  December  31,
2003,  and it is unlikely  that Karunga will be able to cure that default in the
near future.  However,  the noteholder 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. As of December 31, 2003 the  noteholder  has
made no demand to the  Company for  payment.  When and if demand is made  on the
Company for payment of the amount due under the note,  it is  unlikely  that the
Company  will have the  resources  to pay the note unless it is  able to  secure
sufficient  capital from another source or is able to  re-negotiate the  current
note and extend the term  for payment of the amount due.  In  any  event, it  is
likely  that  a demand  for  payment of the note would have  a serious  negative
effect on the  Company's  liquidity and would require it to divert a significant
amount of its capital resources or its revenues to meet its obligation under the
guarantee.


The  Company  has  not  expensed  the note as it believes it  will  be  able  to
complete  its  purchase of the  Karunga  technology  in  the 3rd fiscal  quarter
and the  assumption of the note on the  consolidated  financials will ultimately
be treated as a capitalized acquisition cost with the related debt  reflected on
the books of the  Company.  In the event that there is not an extension  of  the
license  agreement or of the  purchase  agreement, the Company will then expense
the note as its Guarantor. In accordance with the FASB issued Interpretation No.
45  ("FIN 45"), (See  New Accounting  Pronouncements  section)  the  Company  is
taking this posture since this  liability  was incurred prior to January 1, 2003
and YTHK is not  obligated  to  recognize  the fair value  of  the liability for
guarantors incurred prior to that date.

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.

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.

As a result of this agreement,  Mr. Michael Secright of the xSides employees has
become a consultant for YTHK whose responsibilities are as follows:

         - 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

                                        9
<PAGE>

         - 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 resellers  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.

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 third 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 of $150,000.

>From the  proceeds  under the Equity Line of Credit,  the Company may 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.

Further,  the  Company  will  continue  to issue  common  shares  to  accredited
investors at a discount from the market price to compensate the investor for the
required time to hold the stock before it can be resold under Rule 144.

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.

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.

                                       10
<PAGE>


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  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 and six-month periods ended December 31, 2003 and December 31, 2002.

Since  incorporation,  we have funded our operations  through  private loans and
equity  financings.  As at December 31, 2003, our assets were recorded at $8,379
consisting of cash of $2,813, a lease deposit on new space of $3,165 and capital
assets of $2,401. Our liabilities totaled $1,381,769,  consisting of $612,038 in
accounts  payable and accrued  liabilities,  loans payable of $648,166 and lease
obligations of $121,565 from a prior office space leased by the Company.

In the  three-month  period ended  December 31, 2003,  we incurred a net loss of
$1,016,018 as compared to a loss of $342,014 for the same period last year.  For
the  six-month  period  ended  December  31,  2003,  we  incurred  a net loss of
$1,242,564 as compared to a loss of $508,414 for the same period last year.  The
substantial  increase in expenses  was  primarily  due to the issuance of common
shares of  restricted  common  stock to various  individuals  and  entities  for
consulting services. (See Item 2 - Changes in Securities). During the period, we
realized no significant amounts of revenue.

Since  inception  the  Company  has  accumulated  losses of  $5,306,969  through
December 31, 2003.

Liquidity and Capital Resources

     During the three month  period ended  December  31,  2003,  we continued to
raise funds to continue to conduct our business plan.  During the period we were
successful  in  obtaining a total of $255,000 of cash  infusions in exchange for
2,747,326  shares of our common stock.  These funds were applied to our business
operations.  In  addition,  we issued  5,317,245  shares of our common  stock to
various persons in exchange for their services which were valued at $682,514.

     We expect that we will continue to rely on debt and/or equity financings to
finance the shortfall in cash that we expect to incur for the next 12 months. If
we are unsuccessful in securing the necessary capital, then it is likely that we
will be forced to  continue to operate at minimal  levels,  which will delay our
ability to fully implement our plan of operation.  Ultimately, it is likely that
if we are unable to secure the financing, or ssecure a revenue stream sufficient
for us to expand our current level of operation, the company will fail.



                                       11
<PAGE>

Item 3.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures


The Company's Chief Executive  Officer and its Chief  Financial  Officer,  after
evaluating the effectiveness of the Company's disclosure controls and procedures
(as defined in the  Securities  Exchange Act of 1934 Rules 13a-14 (c) and 15d-14
(c)) as of the end of the period covered by this quarterly report on Form 10-QSB
(the  "Evaluation  Date")),  have concluded that, as of the Evaluation Date, the
Company's  disclosure  controls and  procedures  were  adequate and effective to
ensure that material  information  relating to the Company and its  consolidated
subsidiaries  is recorded,  processed,  summarized and reported by management of
the Company on a timely basis in order to comply with the  Company's  disclosure
obligations  under  the  Securities  Exchange  Act of 1934  and  the  SEC  rules
thereunder.

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect the Company's  disclosure  control and
procedures  subsequent to the Evaluation Date, nor any significant  deficiencies
or material  weaknesses in such  disclosure  controls and  procedures  requiring
corrective actions.


New Accounting Pronouncements

In June 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
Accounting for Business  Combinations  and SFAS No.142,  Accounting for Goodwill
and other Intangible  Assets effective for fiscal years beginning after December
15,  2001.  Under  SFAS No.  141,  a  company  must use the  purchase  method of
accounting  for all  business  acquisitions.  Under SFAS No. 142,  goodwill  and
intangible  assets deemed to have  indefinite  lives will no longer be amortized
but  will  be  subject  to  annual  impairment  tests  in  accordance  with  the
statements. The adoption of these standards is expected to have no effect on our
financial statements.

         In August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets. This statement  superseded SFAS No.
121,  Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
Assets to Be Disposed Of and addresses  financial  accounting  and reporting for
impairment of long-lived  assets to be held and used, and long-lived  assets and
components of an entity to be disposed of. We adopted this  statement on January
1, 2002.

         In November  2002,  the FASB issued  Interpretation  No. 45 ("FIN 45"),
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  including
Indirect Guarantees of Indebtedness of Others. FIN 45 clarifies the requirements
of  SFAS  No.  5,  Accounting  for  Contingencies,  relating  to  a  guarantor's
accounting  for, and disclosure of, the issuance of certain types of guarantees.
For  certain  guarantees  issued  after  December  31,  2002,  FIN 45 requires a
guarantor to recognize,  upon issuance of a guarantee,  a liability for the fair
value of the obligations it assumes under the guarantee. Guarantees issued prior
to January 1, 2003 are not subject to liability recognition,  but are subject to
expended  disclosure  requirements.  We do not believe that the adoption of this
Interpretation  will  have a  material  impact  on  our  financial  position  or
statement of operations.

         In January 2003,  FASB issued FIN 46, an  interpretation  of Accounting
Research  Bulletin No. 51. FIN 46, requires us to consolidate  variable interest
entities  for which we are deemed to be the  primary  beneficiary  and  disclose
information  about  variable  interest  entities in which we have a  significant
variable  interest.  FIN 46 became effective  immediately for variable  interest
entities  formed after  January 31, 2003 and will become  effective in the third
quarter of 2003 for any variable  interest  entities formed prior to February 1,
2003.  The adoption of this  standard is expected to have no material  effect on
our financial statements.

                                       12
<PAGE>



                           PART II- OTHER INFORMATION

Item 1. Legal Proceedings


We are the plaintiff in a lawsuit filed in Pierce County,  Washington,  Superior
Court which we commenced in October  2002.  In this  litigation we are asserting
claims against a corporation and one of its apparent  principals related totheir
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  defendants  have asserted a counterclaim  against the company,  pursuant to
which they seek a money judgment  against us in an unspecified  amount.  We have
been  advised by the  attorney  representing  us in the lawsuit that he believes
that the  counterclaim has little or no merit. 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:

         2,747,326  shares of common  stock were issued for cash,  subscriptions
         receivable  and the  cancellation  of two notes,  each for  $3,000,  in
         exchange  for the  issuance of 100,000 and 166,667  common  shares,  at
         prices of $.033 and $.018, respectively, as follows:

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------------------------------------------
        Person/Class               # of           Cash Consideration     Date of             Other Consideration
                                   Shares                                Transaction         Describe
                                   Sold
        ----------------------------------------------------------------------------------------------------------
        <S>                        <C>              <C>                   <C>                <C>
        Accredited Individual          166,667                           Oct. 1, 2003        Cancelled $3,000
                                                                                             Note

        Accredited Individual            100,000                         Oct. 31, 2003       Cancelled $3,000
                                                                                             Note

        Accredited Individual            227,273     $35,000.00          Oct. 31, 2003

        Accredited Individual          1,454,545    $160,000.00          Nov. 3, 2003

        Accredited Individual             89,286     $10,000.00          Nov. 15, 2003

        Accredited Individual            150,000     $15,000.00          Dec. 4, 2003

        Accredited Individual              4,000                         Dec. 14, 2003       Subscription Agreement
                                                                                             $280.

        Accredited Individual            555,555     $35,000.00          Dec. 18, 2003       Plus Subscription
                                                                                             Agreement $15,000
        --------------------------------------------------------------------------------------------------------------
            Totals                     2,747,326    $255,000.00                              $21,280.00
        --------------------------------------------------------------------------------------------------------------
</TABLE>






                                       13
<PAGE>

         5,317,245 shares of common stock were issued for services  amounting to
         $682,514  at prices  ranging  from $.08 to $.17 per share.  The largest
         recipient  of  shares  issued  for  services  was to  Jeffrey  Galpren;
         1,500,000  common  shares  valued  at  $210,000  with the next  largest
         issuance of 1,133,333  common  shares to William Cox, as  consideration
         for cancellation of his accrued termination contract totaling $136,000.


         The table below details the common shares issued for services:

<TABLE>
<CAPTION>
       ---------------------------------------------------------------------------------------------------------------
       Person/Class                # of            Consideration          Date of              Description of
                                   Shares          (Value of              Transaction          Services Rendered
                                   Sold            Service)
       ---------------------------------------------------------------------------------------------------------------
       <S>                         <C>             <C>                    <C>                    <C>
       William Cox                 1,133,333       $ 136,000.00           Dec. 11, 2003          Shares for
                                                                                                 severance

       David Canon                   200,000       $ 34,000.00            Nov. 11, 2003          Intro to
                                                                                                 Entertainment Group

       Individual                     50,000       $  9,000.00            Oct. 1, 2003           Consulting

       Individual                    500,000       $ 45.000.00            Nov. 6, 2003           Promotional Services

       Individual                     50,000       $  7,000.00            Nov. 3, 2003           Legal Fees

       Jack Orr, Esq.                150,000       $ 25,000.00            Nov. 4, 2003           SEC Work

       Jeffrey Galpren             1,500,000       $210,000.00            Nov. 3, and Dec. 1,    Planning, financial
                                                                          2003                   consulting, B of D
                                                                                                 consulting

       Individual                     50,000        $ 7,000.00            Nov. 3, 2003           Consulting

       Individual                     58,824       $ 10,000.00            Nov. 5, 2003           Interest on Note

       Individual                     50,000        $ 7,000.00            Nov. 3, 2003           S-8 work

       Corporation                   500,000       $ 45,000.00            Nov. 6, 2003           Promotional
                                                                                                 services

       Limited liability co.         600,000       $102,000.00            Nov. 13, 2003          Business Development

       Individual                     50,000       $  9.000.00            Oct. 1, 2003           Consulting

       Corporation                   425,088       $ 36,014.00            Oct. 28, 2003          Commission on stock
                                                                                                 sale and Webcast
       ---------------------------------------------------------------------------------------------------------------
          Totals                   5,317,245      $ 682,514.00
       ---------------------------------------------------------------------------------------------------------------
</TABLE>




                                       14
<PAGE>

         4,472,219  shares of common stock were issued to founders  representing
         shares that were fully vested at December 31, 2003. Each share was paid
         for at the option price of par of the private company,  Y3k, Inc., that
         initially issued the shares at $.0001 as follows:

<TABLE>
<CAPTION>
        --------------------------------------------------------------------------------------------------------------
        Person/Class                              # of            Cash Consideration  Date of
                                                  Shares                              Transaction
                                                  Sold
        --------------------------------------------------------------------------------------------------------------
        <S>                                         <C>                   <C>         <C>
        Consulting Services, Inc. Defined                486,111             $ 48.61  Dec. 31, 2003
        Benefit Plan (a)

        JandT Trust (b)                                  777,777            $  77.77  Dec. 31, 2003

        Tim Neuman                                        38,889             $  3.88  Dec. 31, 2003

        James Stephens                                 1,069,444            $ 106.94  Dec. 31, 2003

        Stanley Stone                                    611,109              $61.11  Dec. 31, 2003

        King Cole                                      1,361,111             $136.11  Dec. 31, 2003

        Tristan Springmeyer                               77,778               $7.78  Dec. 31, 2003

        Don Linkem                                        25,000               $2.50  Dec. 31, 2003

        Paul Wilson                                       25,000               $2.50  Dec. 31, 2003
        -------------------------------------------------------------------------------------------------------------
           Totals                                      4,472,219             $447.22
        -------------------------------------------------------------------------------------------------------------
</TABLE>




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:

31.1         Certification of the Chief Executive Officer      Provided herewith
             Pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002
31.2         Certification of The Chief Financial Officer      Provided herewith
             Pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002
32.1         Certification by King Cole Pursuant to            Provided herewith
             Section 906 of the Sarbanes-Oxley Act of 2002

32.2         Certification by Leon Caldwell Pursuant to        Provided herewith
             Section 906 of the Sarbanes-Oxley Act of 2002






                                       15
<PAGE>


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:  April 14, 2004                           King Cole, President and CEO


                                       16
<PAGE>

                                                                    Exhibit 31.1

             CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, King Cole, certify that:

1. I have reviewed this report on Form 10-QSB  of Y3K Secure Enterprise
Software, Inc., for the quarter ended September 30, 2003;

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 extern
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

(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

<PAGE>

         (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:  April 14, 2004

/s/ King Cole
--------------
King Cole
President and CEO

<PAGE>


                                                                    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 September 30, 2003;

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 extern
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

(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

<PAGE>

         (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:  April 14, 2004

/s/ Leon M. Caldwell
---------------------
Leon M. Caldwell
Treasurer

<PAGE>


                                                                    Exhibit 32.1

                            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
September 30, 2003 as filed with the  Securities  and Exchange  Commission  (the
"Report"), I, King Cole, President and CEO of the Company,  certify, pursuant to
ss. 906 of the  Sarbanes-Oxley  Act of 2002 (18  U.S.C.  ss.  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 and CEO
April 14, 2004

<PAGE>
                                                                    Exhibit 32.2


                            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-QSB for the quarter ending
September 30, 2003 as filed with the  Securities  and Exchange  Commission  (the
"Report"),  I, Leon  Caldwell,  Treasurer,  certify,  pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 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 Caldwell
-----------------
Leon Caldwell
Treasurer
April 14, 2004