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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2004 Y3K Secure Enterprise Software, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Nevada --------------------------------------------- State or Other Jurisdiction of Incorporation) 0-26709 98-0201259 ------- ---------- (Commission File Number) (IRS Employer Identification No.) Suite 600, 800 Bellevue Way, Bellevue, Washington, 98004 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (253) 284-2935 --------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) On April 23, 2004 the registrant filed a Report of Form 8-K Item 4. Changes in Registrant's Certifying Accountant. Dismissal of Morgan & Co. On April 15, 2004, the Board of Directors of the Company dismissed the independent accounting firm of Morgan & Co. ("Morgan") as its independent auditors. The dismissal of Morgan was made by the Board of Directors, in consultation with Morgan, based on Morgan's decision to not register with the Public Company Accounting Oversight Board as required under Section 102 of the Sarbanes-Oxley Act of 2002. Because of Morgan's decision to not register, it was no longer eligible to audit the Company's financial statements. The reports of Morgan & Co. on the Company's financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except for a going concern opinion expressing substantial doubt about the Company's ability to continue as a going concern. In connection with its audits for the two most recent fiscal years ended June 30, 2002 and June 30, 2003 and through the date of this report, there have been no disagreements with Morgan & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. During the two most recent fiscal years and through the date of this report, there have been no reportable events (as defined in Regulation S-B Item 304 (a)(1)(v)). The Registrant furnished Morgan & Co. with a copy of this Report on Form 8-K prior to initially filing the report with the Securities and Exchange Commission on April 23, 2004. The Registrant also requested that Morgan & Co. furnish a letter addressed to the SEC stating whether it agrees with the statements made in this report. At the time that this report was filed on April 23, 2004 Morgan & Co. had not provided the letter as requested. On May 25, 2004, Morgan & Co. did provided the registrant with the letter and a copy of Morgan & Co.'s letter to the SEC confirming their agreement with the statements made in this report is filed as Exhibit 16.1. Retention of De Leon & Company, P.A. The Board of Directors of the Company has engaged De Leon & Co., P.A. ("De Leon") to serve as the Company's new independent accountants for the fiscal year ending June 30, 2004. As of April 19, 2004 a formal engagement letter was executed with De Leon & Company, P.A. During the two most recent fiscal years ended June 30, 2002 and June 30, 2003 and through the date of this report the Company did not consult with De Leon regarding any of the matters or events as set forth in Regulation S-B Item 304 (a)(2)(i) and (ii). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c): Exhibits: 16.1 Letter from Morgan & Company, Chartered Accountants SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Y3K Secure Enterprise Software, Inc. By: /s/ King Cole --------------------------------------- King Cole, President DATED: May 26, 2004
EXHIBIT 16.1 [LOGO OF MORGAN & COMPANY CHARTERED ACCOUNTANTS] May 24, 2004 Securities and Exchange Commission Washington, DC 20549 USA Dear Sir or Madam: RE: Y3K SECURE ENTERPRISE SOFTWARE, INC. FILE NO. 0-26709 We have read Item 4 of the amended Form 8-K of Y3K Secure Enterprise Software, Inc., dated May 24, 2004, and agree with the statements concerning our Firm contained therein. Yours truly, /s/ Jim Philip ----------------------- Jim Philip, C.A. for MORGAN & COMPANY _______________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2004 Y3K Secure Enterprise Software, Inc. ----------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada --------------------------------------------- State or Other Jurisdiction of Incorporation) 0-26709 98-0201259 ------- ---------- (Commission File Number) (IRS Employer Identification No.) Suite 600, 800 Bellevue Way, Bellevue, Washington, 98004 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (253) 284-2935 --------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A ------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 12. Results of Operations and Financial Condition. On May 21, 2004, Y3K Secure Enterprise Software, Inc. (the "Company") issued a press release announcing the Company's financial results for the reporting period ended March 31, 2004. A copy of the Company's press release issued on May 21, 2004 is being furnished as Exhibit 99.1 to this Current Report. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Y3K Secure Enterprise Software, Inc. By: /s/ King Cole --------------------------------------- King Cole, President DATED: May 26, 2004
Exhibit 99.1 Y3K SECURE ENTERPRISE SOFTWARE REPORTS FINANCIAL RESULTS FOR ITS THIRD FISCAL QUARTER, ENDED MARCH 31, 2004 May 21, 2004 06:00:00 AM ET Revenue of $1.65 Million Produces Profitable Quarter for Telecommunications Subsidiary, Ecuity Advanced Communications Third Quarter 2004 Highlights: - Revenue was $1.65 million, up from less than $2,000 in the same period a year ago; - Acquired the material assets of Fox Communications, which supplies telecommunications services to more than 18,000 businesses and residences. Its services include: long-distance plans, Internet services, conference calling, instant messaging and data transfer and next-generation voice services; - Formed a strategic relationship with Corinex Communications Corp., a leading provider of powerline-based connectivity products, to jointly market Y3K's wired and wireless VoIP and data services; - Completed contracts with Level 3, Broadsoft and AcmePacket that enable the deployment of Y3K's voice over IP telephony services (VoIP); - Agreed to acquire underlying technology for its ICS Secure Collaborative Communication platform from Karunga Technologies Corp., the developer of the ICS platform, for stock and other securities as well as the assumption of debt. The shareholders of Karunga Technologies must approve the purchase agreement. Significant Developments Subsequent to March 31, 2004: - Named new Board members - Shane Smith, King Cole, Frank Maros and Steve Forbes. Shannon Smith, James Stephens and David Cannon stepped down from Board membership; - Announced intention to acquire Pacific Communication Systems, Inc., a Silicon Valley-based provider of ISP services, wireless technologies, WiFi services including proprietary technology for enhanced security; - Announced that Consumer First, a national financial services and consumer marketing company, launched ConsumerFirstShopping.com, an online shopping environment supported by custom Y3K transaction management software. BELLEVUE, WA, May 20 /PRNewswire-FirstCall/ - Y3K Secure Enterprise Software Inc. (OTC BB: YTHK.OB), an end-to-end unified communications and technologies company serving the small to medium business and residential markets, today reported its financial results for the third quarter of its 2004 fiscal year, ended March 31. Revenue for the quarter rose to $1.65 million from $1,783 in the same period a year ago. Gross profit was $802,302 in the quarter, up from $1,783 in the year earlier period. The net loss was $1.4 million, or $0.02 a share, for the period versus $81,091, or nil cents per share, in the prior period. The revenue resulted from the operations of its wholly owned subsidiary Ecuity Advanced Communications (formerly Fox Communications), which supplies telecommunications services to more than 18,000 businesses and residences. The subsidiary reported a profit of $29,126. "Ecuity Advanced Communications exceeded our top-line revenue expectations and achieved a positive net gain," said King Cole, president of Y3K Secure Enterprises Software. "We expect to continue this momentum as we execute our plan to grow into an industry leader in next-generation voice services and drive the convergence of voice communications and data technology. We continue to enhance our products and services in anticipation of the needs of our customers. It is gratifying to see our investments leading to the growth of the company. This continues to give us heightened confidence about our future." Since the close of the quarter on March 31, the Company announced several significant developments. It named a new Board of Directors to reflect the growth and vision of the company. The new members include: Shane Smith, Chairman of the Board and executive vice president of Business Development for Y3K; Frank Maros, president of Ecuity Advanced Communications, who joined the company from Fox Communications; King Cole, president of Y3K Steve Forbes, original founder of Y3K. Shannon Smith, James Stephens and David Cannon stepped down from Board membership. The Company announced its intention to acquire Pacific Communication Systems, Inc., a Silicon Valley-based company which provides ISP services, wireless technologies including WiFi services to commercial buildings, government applications, retail locations, small businesses and residential complexes. The acquisition will bring proprietary technologies for enhanced security in the delivery of WiFi services and a growing customer base. Terms of the acquisition were not revealed. It announced that its strategic partner, Consumer First LLC, has launched ConsumerFirstShopping.com an online shopping club. Consumer First licenses a custom, server-based, transaction management software package from Y3K. The enterprise software provides powerful network infrastructures for data management and manipulation, site search and navigation, affiliate tracking and communication requirements. Through the licensing agreement, Y3K receives a percentage of the commissions paid by the merchants in the affiliate program and a percentage of the merchant sign up fee. Currently, ConsumerFirstShopping.com has over 100 merchants, and is expected to grow through the 7,000 member national sales force of Consumer First. It also announced an agreement with Level 3, an international communications and information services company that operates one of the largest Internet backbones in the world. Y3K will utilize Level 3's (3) VoIP MARKETPLACE(TM) to economically deliver advanced VoIP services to business and residential customers. This agreement gives Y3K unequalled depth and breadth of coverage. During the third fiscal quarter, ended March 31, 2004, the Company acquired the material assets of Fox Communications, a 17 year old telecommunications company which supplies 18,000 businesses and residences with long distance, Internet and next generation voice services, for a combination of stock, cash and debt valued at $4.8 million. With the acquired assets, Y3K formed a telecommunication subsidiary, named Ecuity Advanced Communications, Inc. for the delivery of complete communications services including VoIP. Y3K also agreed to acquire the underlying technology for its ICS Secure Collaborative Communication platform from Karunga Technologies Corp., the developer of the ICS platform, for stock and other securities as well as the assumption of debt. This allows for the integration of the complete, secure, end-to-end communications platform. The purchase agreement is awaiting the approval of the Karunga Technologies shareholders. About Y3K Secure Enterprise Software, Inc. (www.ythk.com) Y3K Secure Enterprise Software is a provider of end-to-end unified communication technologies for the small- to medium-business market. Y3K uses secure next-generation voice services, instant messaging, data transfer, internet, conference calling and enterprise software to create solutions that meet the communication needs of today's business world. Through the integration of web-based telecommunications and cutting edge software technology, Y3K economically delivers secure unified communication solutions that break down distance, time and media barriers to allow people to communicate anywhere, anytime and across multiple mediums. Y3K has offices in Bellevue and Seattle, Washington. About Ecuity Advanced Communications, Inc. (www.ecuityinc.com) A subsidiary of Y3K, Ecuity Advanced Communications (formerly Fox Communications) is a leading provider of complete communication solutions for businesses and residential users. Since 1987, Ecuity Advanced Communications has combined a passion for working closely with customers along with an intensely practical approach to innovations that give them new freedom to communicate. Every day, business and families count on Ecuity Advanced Communications to stay in touch with their world - anytime, anywhere. From long-distance plans, Internet services, conference calling, instant messaging and data transfer to next-generation voice services, Ecuity Advanced Communications crafts the perfect communications package for each customer's needs-even as they evolve. This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements as to the future performance of the company. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, product development acceptance, and the impact of competitive services and pricing and general economic risks and uncertainties.
Y3K Secure Enterprise Software Reports Pacific Communicaton Systems Acquisition Terms
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> BELLEVUE, Wash., May 26, 2004 (PRIMEZONE) -- Y3K Secure Enterprise Software Inc. (OTCBB:YTHK), an end-to-end unified communications and technologies company serving the small to medium business and residential markets, today announced that it has entered into substantive negotiations with Pacific Communication Systems, Inc., (PCS) for the purpose of completing a definitive agreement for Y3K's acquisition of PCS a Silicon Valley-based ISP and wireless technology (WiFi) provider for shares of Y3K's common stock. In addition to the shares, it is expected that under the terms of the acquisition Y3K will be obligated to make quarterly capital investments to fund PCS operations over a one-year period. When and if the acquisition is completed, Y3K expects to gain PCS's ISP network, which provides a connection to the public Internet, and its WiFi expertise. PCS supplies wireless technology services to hundreds of customers, including commercial buildings, government applications, diversified retail locations, small businesses and residential complexes. Its major business lines are: DSL/Broadband connectivity and hosting for small/medium sized businesses; DSL/Broadband and WiFi services to commercial and residential campuses; Broadband and WiFi to large enterprises such as national fast food chains; and technological consulting. King Cole, president of Y3K said, "PCS's expertise in WiFi is a perfect fit with Y3K's business strategy to deliver secure voice and document services and products to the small and medium sized business community. Its acquisition will extend the range of services we can provide and secures us a new customer base. We expect that it will have an immediate positive effect on top line growth and a substantial positive impact in our fiscal year 2005. Importantly, PCS has the same approach as Y3K to systems design with systems that are easy for customers to tailor to their needs that are minimally disruptive to customer operations and require little employee involvement." William F. Wiles, president of PCS, said, "The PCS Team is very excited about completing the acquisition as the strength of the combined companies will allow PCS to aggressively pursue several large multi-location enterprise opportunities, including a national fast-food chain, that are currently in discussion. The ability to offer Y3K's suite of services in addition to PCS's high speed connectivity and WiFi solutions provides a very complete package and a compelling story." About Y3K Secure Enterprise Software, Inc. (www.ythk.com) Y3K Secure Enterprise Software is a provider of end-to-end unified communication technologies for the small- to medium-business market. Y3K uses secure next-generation voice services, instant messaging, data transfer, internet, conference calling and enterprise software to create solutions that meet the communication needs of today's business world. Through the integration of web-based telecommunications and cutting edge software technology, Y3K economically delivers secure unified communication solutions that break down distance, time and media barriers to allow people to communicate anywhere, anytime and across multiple mediums. Y3K has offices in Bellevue and Seattle, Washington. About Pacific Communication Systems, Inc. Since 1996, Pacific Communication Systems has provided Internet business solutions focused on the business professional and corporation Internet access market. These solutions have been provided to a wide variety of client environments including commercial buildings, government applications, retail locations including coffee shops and micro-brew pubs, small businesses and residential complexes. Building on its high-speed wired and wireless connectivity that it provides to a broad customer base, PCS has worked with developers and property management companies to tailor solutions to fulfill the needs of large commercial and residential sites for both wired and wireless services. Further, PCS's solutions have been customized to provide added customer services and enhanced internal communications to large enterprises such as the fast food industry. With these enhanced solutions and services, PCS is rapidly becoming recognized as a company that provides reliable full solutions across all market sectors. This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements as to the future performance of the company. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, product development acceptance, and the impact of competitive services and pricing and general economic risks and uncertainties. CONTACT: For Y3K: Jennifer Stephens (206) 210-5033 jennifer.stephens@ecuityinc.com Stern & Co. Investor Relations Truc Nguyen, VP, Investor Relations tnguyen@sternco.com Media Relations Stan Froelich, VP, Media Relations sfroelich@sternco.com (212) 888-0044
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