<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

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

              108 West Stewart Avenue, Puyallup, Washington, 98371
                    (Address of Principal Executive Offices)

                       2003 CONSULTANT SERVICES STOCK PLAN
                            (Full Title of the Plan)

                              King Cole, President
                      Y3K Secure Enterprise Software, Inc.
                             108 Stewart Avenue West
                                  Puyallup, WA
                     (Name and address of agent for service)

                                 (253) 284-2935
          (Telephone number, including area code, of agent for service)


                                 With a Copy to:

                                   Jack G. Orr
                         Law Offices of Jack G. Orr, PS
                              3019 N Narrows Place
                                Tacoma, WA 98407

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


Title of                   Proposed         Proposed
Securities                 Amount           Maximum            Maximum                   Amount
to be                      to be            Offering Price     Aggregate                 of Registration
Registered                 Registered(1)    per Share (2)      Offering Price(2)         Fee(2)
------------------------------------------------------------------------------------------------------------
<S>                         <C>              <C>                 <C>                      <C>

Common Stock,
$0.001 par value:          9,000,000        $0.20              $1,800,000                $145.62

TOTAL                      9,000,000        $0.20              $1,800,000                $145.62
------------------------------------------------------------------------------------------------------------
</TABLE>

         (1) Includes an indeterminate  number of additional  shares that may be
issued  to  adjust  the  number  of shares  issued  pursuant  to the stock  plan
described  herein as the result of any future  stock  split,  stock  dividend or
similar adjustment of the registrant's outstanding common stock. Amount includes
shares to be issued for services to be rendered to us, of which  150,000  shares
of our Common  Stock are to be issued to Jack G. Orr and the Law Offices of Jack
G. Orr, PS respectively for legal services.

         (2) Computed  pursuant to Rule 457 ( c) of the  Securities Act of 1933,
as amended solely for the purpose of calculating the registration fee and not as
a representation  as to any actual proposed price. The offering price per share,
maximum  aggregate  offering price and  registration fee is based on the average
(any day  within  five  days) of the bid and ask  price of the  Common  Stock as
reported on OTCBB on October 31, 2003.



<PAGE>

                                     PART I

ITEM 1.  PLAN INFORMATION

         See Item 2.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The  document(s)   containing  the  information   concerning  the  Plan
specified in Part I of the  instructions to  Registration  Statement on Form S-8
have been or will be sent or given to the Participants in the Plan, as specified
by Rule 424(b)(1)  under the Securities Act. In accordance with the Note to Part
I of the instructions to Registration  Statement on Form S-8, such documents are
not filed with the SEC  either as part of this  Registration  Statement  or as a
prospectus or prospectus  supplement  pursuant to Rule 424 under the  Securities
Act.  These  documents  and the  documents  incorporated  by  reference  in this
Registration  Statement  pursuant to Item 3 of Part II hereof,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents,  which have been filed with or furnished to the
Securities and Exchange by the Registrant,  are incorporated herein by reference
and made part of this Registration Statement:

         (a) The Annual  Report on Form 10-KSB filed on October 15, 2003,  which
includes  audited  financial  statements  as of and for the year  ended June 30,
2003;

         In addition, all documents filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the effective  date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement  indicating that all securities offered hereby have been
sold or deregistering all securities then remaining  unsold,  shall be deemed to
be  incorporated  by  reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal matters in connection  with this  Registration  Statement
will be passed upon for review by the Law Offices of Jack G. Orr, LP which will,
after effectiveness of this Registration  Statement, be a shareholder of 150,000
shares of the  Registrant's  common stock.  Such shares will be issued under the
2003  Consultant  Services  Stock  Plan  for  legal  services  rendered  to  the
Registrant by Jack G. Orr and the Law Offices of Jack G. Orr, PS.
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada Revised Statutes,  as amended (the "NRS")
provides that the Registrant may indemnify any person who was or is a party,  or
is threatened to be made a party, to any action,  suit or proceeding  brought by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Registrant,  or is or was  serving at the  request of the  Registrant  as a
director, officer, employee or agent of another corporation or other entity. The
expenses that are subject to this indemnity include  attorneys fees,  judgments,
fines and amounts paid in  settlement  actually and  reasonably  incurred by the
indemnified  party in connection with the action,  suit or proceeding.  In order
for the Registrant to provide this statutory  indemnity,  the indemnified  party
must not be liable under NRS section 78.138 or must have acted in good faith and
in a manner  he  reasonably  believed  to be in,  or not  opposed  to,  the best
interests of the  Registrant.  With respect to a criminal  action or proceeding,
the indemnified  party must have had no reasonable  cause to believe his conduct
was unlawful.

         NRS section 78.7502 also provides that the Registrant may indemnify any
person who was or is a party, or is threatened to be made a party, to any action
or suit brought by or on behalf of the  Registrant by reason of the fact that he
is or was  serving at the  request of the  Registrant  as a  director,  officer,
employee or agent of the Registrant,  or is or was serving at the request of the
Registrant as a director,  officer,  employee or agent of another corporation or
other  entity  against  expenses  actually  or  reasonably  incurred  by  him in
connection  with the defense or  settlement  of such action or suit if he is not
liable  under NRS  section  78.138 if he acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant. The Registrant may not indemnify a person if the person is judged to
be liable to the  Registrant,  unless and only to the  extent  that the court in
which such action or suit was brought or another court of competent jurisdiction
shall determine upon application that, despite the adjudication of liability but
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably entitled to indemnity.

         NRS section  78.7502  requires the Registrant to indemnify  present and
former  directors or officers  against expenses if he has been successful on the
merits or otherwise in defense of any action, suit or proceeding,  or in defense
of any claim, issue or matter.

         As permitted by Nevada law, the Registrant's Articles of Incorporation,
as amended (the "Articles"), contains an article limiting the personal liability
of  directors,  officers  or  stockholders  of the  Registrant.  This  provision
provides that a director,  officer or stockholder of the Registrant shall not be
personally  liable  for any  damages  from any  breach  of  fiduciary  duty as a
director,  officer  or  stockholder,  except  for  liability  based  on  acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law or the payment of dividends in violation of NRS section 78.300.

         The Registrant's  Bylaws provide that it shall indemnify  directors and
executive officers to the fullest extent now or hereafter permitted under Nevada
law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

The following  exhibits have been filed  (except where  otherwise  indicated) as
part of this Registration Statement:

         Exhibit.                      Exhibit
         No.

         4            2003 Consultant Services Stock Plan
         5            Opinion of Law Offices of Jack G. Orr, PS
         23.1         Consent of Morgan & Co. Chartered Accountants
         23.2         Consent of Law Offices of Jack G. Orr, PS (contained in
                      Exhibit 5 hereto)

<PAGE>

ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus  required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) to reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b)  The  undersigned  Registrant  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of its
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to the Registrant's directors,  officers
and controlling persons pursuant to the foregoing provisions,  or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred  or paid by its  directors,  officers  or  controlling  persons  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Puyallup,  State of Washington,  on this 31st day of
October, 2003.

Y3K SECURE ENTERPRISE SOFTWARE, INC.



By: /S/  KING WM. S. COLE
    ----------------------------------------
         King Wm. S. Cole, President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature to this
Registration  Statement appears below hereby  constitutes and appoints King Cole
as such person's true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
the   Registration   Statement,   including   post-effective   amendments,   and
registrations  statements  filed pursuant to Rule 462 under the Securities  Act,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Commission,  and does hereby grant unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent,  or any  substitute  therefore,  may  lawfully  do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

Signature                           Title                              Date
---------                          -------                           -------

/S/ JAMES STEPHENS          VP/Secretary & Director            October 31, 2003
---------------------
James Stephens

/S/ SHANNON SMITH           Chairman of the Board              October 31, 2003
---------------------
Shannon Smith

/S/ DAVID CANNON            Director                           October 31, 2003
---------------------
David Cannon

/S/ LEON CALDWELL           Treasurer                          October 31, 2003
---------------------      (Principal Financial Officer)
Leon Caldwell




<PAGE>



         Exhibit.                           Exhibit
         No.

         4                 2003 Consultant Services Stock Plan
         5                 Opinion of Law Offices of Jack G. Orr, PS
         23.1              Consent of Morgan & Co. Chartered Accountants
         23.2              Consent of Law Offices of Jack G. Orr, PS
                           (contained in Exhibit 5 hereto)






<PAGE>
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      Y3K SECURE ENTERPRISE SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)

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

              108 West Stewart Avenue, Puyallup, Washington, 98371
                    (Address of Principal Executive Offices)

                       2003 CONSULTANT SERVICES STOCK PLAN
                            (Full Title of the Plan)

                              King Cole, President
                      Y3K Secure Enterprise Software, Inc.
                             108 Stewart Avenue West
                                  Puyallup, WA
                     (Name and address of agent for service)

                                 (253) 284-2935
          (Telephone number, including area code, of agent for service)

                                 With a Copy to:

                                   Jack G. Orr
                         Law Offices of Jack G. Orr, PS
                              3019 N Narrows Place
                                Tacoma, WA 98407

                         CALCULATION OF REGISTRATION FEE
Title of                   Proposed         Proposed
Securities                 Amount           Maximum            Maximum                   Amount
to be                      to be            Offering Price     Aggregate                 of Registration
Registered                 Registered(1)    per Share (2)      Offering Price(2)         Fee(2)
------------------------------------------------------------------------------------------------------------
Common Stock,
$0.001 par value:          9,000,000        $0.20              $1,800,000                $145.62

TOTAL                      9,000,000        $0.20              $1,800,000                $145.62
------------------------------------------------------------------------------------------------------------
(1) Includes an indeterminate  number of additional  shares that may be
issued  to  adjust  the  number  of shares  issued  pursuant  to the stock  plan
described  herein as the result of any future  stock  split,  stock  dividend or
similar adjustment of the registrant's outstanding common stock. Amount includes
shares to be issued for services to be rendered to us, of which  150,000  shares
of our Common  Stock are to be issued to Jack G. Orr and the Law Offices of Jack
G. Orr, PS respectively for legal services.

         (2) Computed  pursuant to Rule 457 ( c) of the  Securities Act of 1933,
as amended solely for the purpose of calculating the registration fee and not as
a representation  as to any actual proposed price. The offering price per share,
maximum  aggregate  offering price and  registration fee is based on the average
(any day  within  five  days) of the bid and ask  price of the  Common  Stock as
reported on OTCBB on October 31, 2003.
PART I

ITEM 1.  PLAN INFORMATION

         See Item 2.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The  document(s)   containing  the  information   concerning  the  Plan
specified in Part I of the  instructions to  Registration  Statement on Form S-8
have been or will be sent or given to the Participants in the Plan, as specified
by Rule 424(b)(1)  under the Securities Act. In accordance with the Note to Part
I of the instructions to Registration  Statement on Form S-8, such documents are
not filed with the SEC  either as part of this  Registration  Statement  or as a
prospectus or prospectus  supplement  pursuant to Rule 424 under the  Securities
Act.  These  documents  and the  documents  incorporated  by  reference  in this
Registration  Statement  pursuant to Item 3 of Part II hereof,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

        The following documents,  which have been filed with or furnished to the
Securities and Exchange by the Registrant,  are incorporated herein by reference
and made part of this Registration Statement:

         (a) The Annual  Report on Form 10-KSB filed on October 15, 2003,  which
includes  audited  financial  statements  as of and for the year  ended June 30,
2003;

         In addition, all documents filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the effective  date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement  indicating that all securities offered hereby have been
sold or deregistering all securities then remaining  unsold,  shall be deemed to
be  incorporated  by  reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed  to  constitute  a part of  this  Registration
Statement, except as so modified or superseded.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Certain legal matters in connection  with this  Registration  Statement
will be passed upon for review by the Law Offices of Jack G. Orr, LP which will,
after effectiveness of this Registration  Statement, be a shareholder of 150,000
shares of the  Registrant's  common stock.  Such shares will be issued under the
2003  Consultant  Services  Stock  Plan  for  legal  services  rendered  to  the
Registrant by Jack G. Orr and the Law Offices of Jack G. Orr, PS.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 78.7502 of the Nevada Revised Statutes,  as amended (the "NRS")
provides that the Registrant may indemnify any person who was or is a party,  or
is threatened to be made a party, to any action,  suit or proceeding  brought by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Registrant,  or is or was  serving at the  request of the  Registrant  as a
director, officer, employee or agent of another corporation or other entity. The
expenses that are subject to this indemnity include  attorneys fees,  judgments,
fines and amounts paid in  settlement  actually and  reasonably  incurred by the
indemnified  party in connection with the action,  suit or proceeding.  In order
for the Registrant to provide this statutory  indemnity,  the indemnified  party
must not be liable under NRS section 78.138 or must have acted in good faith and
in a manner  he  reasonably  believed  to be in,  or not  opposed  to,  the best
interests of the  Registrant.  With respect to a criminal  action or proceeding,
the indemnified  party must have had no reasonable  cause to believe his conduct
was unlawful.

         NRS section 78.7502 also provides that the Registrant may indemnify any
person who was or is a party, or is threatened to be made a party, to any action
or suit brought by or on behalf of the  Registrant by reason of the fact that he
is or was  serving at the  request of the  Registrant  as a  director,  officer,
employee or agent of the Registrant,  or is or was serving at the request of the
Registrant as a director,  officer,  employee or agent of another corporation or
other  entity  against  expenses  actually  or  reasonably  incurred  by  him in
connection  with the defense or  settlement  of such action or suit if he is not
liable  under NRS  section  78.138 if he acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant. The Registrant may not indemnify a person if the person is judged to
be liable to the  Registrant,  unless and only to the  extent  that the court in
which such action or suit was brought or another court of competent jurisdiction
shall determine upon application that, despite the adjudication of liability but
in  view of all  the  circumstances  of the  case,  the  person  is  fairly  and
reasonably entitled to indemnity.

         NRS section  78.7502  requires the Registrant to indemnify  present and
former  directors or officers  against expenses if he has been successful on the
merits or otherwise in defense of any action, suit or proceeding,  or in defense
of any claim, issue or matter.

         As permitted by Nevada law, the Registrant's Articles of Incorporation,
as amended (the "Articles"), contains an article limiting the personal liability
of  directors,  officers  or  stockholders  of the  Registrant.  This  provision
provides that a director,  officer or stockholder of the Registrant shall not be
personally  liable  for any  damages  from any  breach  of  fiduciary  duty as a
director,  officer  or  stockholder,  except  for  liability  based  on  acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law or the payment of dividends in violation of NRS section 78.300.

         The Registrant's  Bylaws provide that it shall indemnify  directors and
executive officers to the fullest extent now or hereafter permitted under Nevada
law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

The following  exhibits have been filed  (except where  otherwise  indicated) as
part of this Registration Statement:

         Exhibit.                      Exhibit
         No.

         4            2003 Consultant Services Stock Plan
         5            Opinion of Law Offices of Jack G. Orr, PS
         23.1         Consent of Morgan & Co. Chartered Accountants
         23.2         Consent of Law Offices of Jack G. Orr, PS (contained in
                      Exhibit 5 hereto)
ITEM 9.  UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) to include any prospectus  required by section 10(a)(3) of
the Securities Act of 1933;

                  (ii) to reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

                  (iii) any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b)  The  undersigned  Registrant  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of its
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to the Registrant's directors,  officers
and controlling persons pursuant to the foregoing provisions,  or otherwise, the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred  or paid by its  directors,  officers  or  controlling  persons  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Puyallup,  State of Washington,  on this 31st day of
October, 2003.

Y3K SECURE ENTERPRISE SOFTWARE, INC.

By: /S/  KING WM. S. COLE
    ----------------------------------------
         King Wm. S. Cole, President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature to this
Registration  Statement appears below hereby  constitutes and appoints King Cole
as such person's true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for such person and in such  person's  name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
the   Registration   Statement,   including   post-effective   amendments,   and
registrations  statements  filed pursuant to Rule 462 under the Securities  Act,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Commission,  and does hereby grant unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all intents and purposes as such person might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent,  or any  substitute  therefore,  may  lawfully  do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

Signature                           Title                              Date
---------                          -------                           -------

/S/ JAMES STEPHENS          VP/Secretary & Director            October 31, 2003
---------------------
James Stephens

/S/ SHANNON SMITH           Chairman of the Board              October 31, 2003
---------------------
Shannon Smith

/S/ DAVID CANNON            Director                           October 31, 2003
---------------------
David Cannon

/S/ LEON CALDWELL           Treasurer                          October 31, 2003
---------------------      (Principal Financial Officer)
Leon Caldwell
Exhibit.                           Exhibit
         No.

         4                 2003 Consultant Services Stock Plan
         5                 Opinion of Law Offices of Jack G. Orr, PS
         23.1              Consent of Morgan & Co. Chartered Accountants
         23.2              Consent of Law Offices of Jack G. Orr, PS
                           (contained in Exhibit 5 hereto)