Y3K Secure Enterprise Software Inc – ‘S-8 POS’ on 7/28/04

On:  Wednesday, 7/28/04, at 3:50pm ET   ·   Effective:  7/28/04   ·   Accession #:  1170423-4-261   ·   File #:  333-110172

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Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Form S-8 Amended                                       4     18K 
 2: EX-4        Instrument Defining the Rights of Security Holders     6     25K 
                          -- exhibit4                                            
 3: EX-5        Opinion re: Legality -- exhibit5                       1      7K 
 4: EX-23       Consent of Experts or Counsel -- exhibit231            1      6K 

S-8 POS   —   Form S-8 Amended
Document Table of Contents

S-8 POS
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  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 1 TO
FORM S-8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ECUITY, INC. f/k/a
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)       

Suite 600, 800 Bellevue Way,
 Bellevue, Washington, 98004
--------------------------------------
(Address of Principal Executive Offices)

 2003 Consultant Services Stock Plan
 -----------------------------------
(Full Title of the Plan)

King Cole, President
Ecuity, Inc.
Suite 600, 800 Bellevue Way,
 Bellevue, Washington, 98004
 -------------------------------------
 (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
 110 Old City Hall
 625 Commerce Street
Tacoma, WA 98402

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------  
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)(3)       
                                                                                                      
Common Stock,                                                                                         
$0.001 par value:      18,000,000        $0.06                $1,140,000              $144.00*        

TOTAL                  18,000,000        $0.06                $1,140,000              $144.00         
------------------------------------------------------------------------------------------------------

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         (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.                                          

(3)      $144.00 previously paid.                             

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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

         The sole purpose of this  Amendment No. 1 to Form S-8 is to register up
to 9,000,000  additional  shares of the  registrant's  common stock for issuance
under the Plan.  Pursuant  to  Insruction  E. to Form S-8,  the  contents of the
registrant's  Form S-8, SEC File No.  333-110172,  filed on October 31, 2003 are
hereby incorporated by reference to that document.                              

Item 8.  Exhibits                                                               

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

Exhibit.                           Exhibit                    
No.                                                           

4                 2003 Amended 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)      

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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 Post  Effective
Amendment  No. 1 to  Registration  Statement  to be signed on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Bellevue,  State of
Washington, on this 28th day of July, 2004.                                     

ECUITY, INC. f/k/a                                                              
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 Post
Effective  Amendment No. 1 to the Registration  Statement has been signed by the
following persons, in the capacities and on the dates respectively indicated.   

                                                                [Download Table]

Signature            Title                          Date         

                                                                 
/s/ Shane Smith      Chairman of the Board and CEO  July 28, 2004
-------------------                                              
Shane Smith                                                      

/s/ King Cole        President and Director         July 28, 2004
-------------------                                              
King Cole                                                        

/s/ Frank Maros      Director                       July 28, 2004
-------------------                                              
Frank Maros                                                      

/s/ Leon Caldwell    Treasurer                      July 28, 2004
-------------------  (Principal Financial Officer)               
Leon Caldwell                                                    

Exhibit.                           Exhibit                    
No.                                                           

4                 2003 Amended 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)      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8 POS’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/28/04		4
		10/31/03		2		3			S-8,  SB-2
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