UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 2


Quarterly  Report of Small  Business  Issuers  under  Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended December 31, 2003

                          Commission File No. 333-45210

                             SUPREME HOLDINGS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                         88-046047
  ---------------------------                            ---------------
 (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

     3027 Marina Bay Drive, Suite 105
           League City, Texas                                77573
  --------------------------------------                    --------
 (Address of principal executive offices)                  (Zip Code)

         Issuer's telephone number, including area code: (713) 621-4799

      The issuer has (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) been subject to
such filing requirements for the past 90 days.


Number of shares outstanding of each of the issuer's classes of common equity:
------------------------------------------------------------------------------

             Class                          Outstanding as of May 11, 2004
  Common stock, $0.0001 par value                    15,136,355

   The issuer is not using the Transitional Small Business Disclosure format.

<PAGE>

                             SUPREME HOLDINGS, INC.

                                TABLE OF CONTENTS

                                                                            Page

Part I - Financial Information................................................ 1
   Item 2.   Management's Discussion And Analysis Of Financial Condition
             And Results Of Operations........................................ 1
   Item 3.   Controls And Procedures.......................................... 2
Part II - Other Information................................................... 2
   Item 1.   Legal Proceedings................................................ 2
   Item 5.   Other Information................................................12
   Item 6.   Exhibits And Reports On Form 8-K.................................18
Signatures ...................................................................19

                                EXPLANATORY NOTE

      This  amendment on Form 10-QSB/A  amends the  Quarterly  Report of Supreme
Holdings,  Inc. (the "Company") on Form 10-QSB  previously filed for the quarter
ended  December  31, 2003.  The purpose of this  amendment is to (i) provide pro
forma and other financial  information  related to the Company's  acquisition of
BioLynx, Inc. in July of 2003; (ii) provide additional disclosure related to YCO
Holdings,  Inc., a company acquired by the Company in January of 2003; and (iii)
provide certain additional or expanded disclosures throughout the Report.

      This  Amendment to the Company's  Quarterly  Report on Form 10-QSB for the
fiscal  quarter ended  December 31, 2003 amends and restates only those items of
the previously filed Form 10-QSB listed above. No other information contained in
the  Company's  Form 10-QSB for the  quarter  ended  December  31, 2003 has been
updated or amended.

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

      The following  discussion and analysis  should be read in connection  with
the company's  consolidated  financial  statements  and related  notes  thereto,
included in our  previously  filed Form 10-QSB for the period ended December 31,
2003.

      The  operations of one of our  subsidiaries,  YCO Holdings,  Inc., and its
subsidiaries were  discontinued on October 8, 2003,  shortly after the beginning
of the period covered by this report.

      Our other subsidiary,  BioLynx,  Inc.,  continued to experience  operating
losses  during the period  covered by this report.  As stated in our Form 10-QSB
for the period ended  September 30, 2003,  management  has adjusted the focus of
sales of BioLynx,  Inc.'s time and attendance  product to include the use of its
biometric  admission  devices  as part of an  expanded  security  system and has
coupled its time and attendance  product with a payroll  function to make a more
complete system. The company has yet to see positive results from this change in
focus.

      The  company  recognized  revenue  of  $7,774 in the  three  months  ended
December 31, 2003 compared with $0 for the three months ended December 31, 2002.
Revenue for the six months ended  December 31, 2003 and 2002 was $17,225 and $0,
respectively.  Revenue increased in both the three and six months ended December
31, 2003  because from June through  December of 2002 we had no  operations  and
generated  no revenue as we were  seeking a company to  acquire.  Following  our
acquisitions of YCO Holdings and BioLynx,  we began to generate small amounts of
revenue from their operations.

      The company  recognized total operating  expenses of $656,844 in the three
months ended December 31, 2003 compared with $440,261 for the three months ended
December 31, 2002.  This 49% increase in operating  expenses in the three months
ended  December  31, 2003 was a result of increased  general and  administrative
expenses associated with continuing the operations of our BioLynx subsidiary and
discontinuing the operations of YCO Holdings.  Total operating  expenses for the
six  months  ended  December  31,  2003  and 2002 was  $6,474,599  and  $488,541
respectively.  Operating  expenses  in the six months  ended  December  31, 2003
increased due to our write down of  $5,271,965  of goodwill  acquired as part of
the BioLynx  acquisition,  and  increased  general and  administrative  expenses
associated with the acquisition of our subsidiaries.

      The net  operating  loss for the three months ended  December 31, 2003 was
$684,480  compared with  $440,261 for the three months ended  December 31, 2002.
This increase in net operating loss for the three months ended December 31, 2003
was due to increased general and administrative  expenses, which were not offset
by revenue from our  subsidiaries.  Net operating  loss for the six months ended
December  31, 2003 and 2002 was  $6,517,049  and  $488,541,  respectively.  This
increase in net  operating  loss in the six months  ended  December 31, 2003 was
primarily due to the write down of  $5,271,965  of goodwill  acquired as part of
the BioLynx acquisition.

      Loss from  continuing  operations  for the three months ended December 31,
2003 was  $814,116  compared  with a loss of $432,914 for the three months ended
December  31, 2002.  Loss from  continuing  operations  for the six months ended
December  31, 2003 was  $6,724,436  compared  to income of $510,230  for the six
months ended December 31, 2002. Included in the loss from continuing  operations
for the three months ending December 31, 2003 and six months ending December 31,
2003 is interest expense of $129,636 and $207,387, respectively. Included in the
loss from continuing operations for the three months ending December 31, 2002 is
interest income of $7,347.  Included in the loss from continuing  operations for
the six months ending December 31, 2002 is interest income of $7,347 and sale of
stock in subsidiary of $991,424.

                                       1
<PAGE>

      Loss from  discontinued  operations  for the three  and six  months  ended
December 31, 2003 was $137,083 and $591,119, respectively compared to $0 for the
same periods in 2002.  The increased  loss from  discontinued  operations in the
three and six months ended December 31, 2003 was due to our  discontinuation  of
the operations of YCO Holdings in October of 2003.

      Net loss  for the  three  months  ended  December  31,  2003 was  $951,199
compared  with a net loss of $432,914 for the three  months  ended  December 31,
2002.  Net  loss for the six  months  ended  December  31,  2003 was  $7,315,555
compared to net income of $510,230 for the six months  ended  December 31, 2002.
The  increase  in the net loss for the six months  ended  December  31, 2003 was
primarily due to the impairment of the goodwill  acquired as part of the BioLynx
acquisition.

      The company  continues to rely on loans and advances  principally from its
major stockholder, United Managers Group, Inc., to fund operating shortfalls and
does not foresee a change in this situation in the immediate  future.  There can
be no assurance  that the company will  continue to have such loans and advances
available and the company will not be able to continue operations without them.

ITEM 3.  CONTROLS AND PROCEDURES

(a)  Under  the  supervision  and  with  the  participation  of our  management,
including our principal  executive officer and principal  financial officer,  we
conducted an evaluation of the design and operation of our  disclosure  controls
and  procedures,  as such term is defined  under Rules  13a-14(c)  and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"),  within  90  days  of the  filing  date of  this  report.  Based  on that
evaluation,  our principal executive officer and our principal financial officer
concluded  that  the  design  and  operation  of  our  disclosure  controls  and
procedures were effective to ensure that information  required to be included in
our  Securities  and  Exchange   Commission  reports  is  recorded,   processed,
summarized and reported  within the time periods  specified in the  Commission's
rules and forms.

(b) In addition,  there were no significant  changes in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the  date of  evaluation,  including  any  corrective  actions  with  regard  to
significant deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

      On March 29, 2004,  YCO Holdings,  Inc., a wholly owned  subsidiary of the
Company, filed for protection from its creditors under the provisions of Chapter
7 of the United States  Bankruptcy Code, with the United States Bankruptcy Court
for the Southern  District of Texas,  Houston  Division.  The  operations of YCO
Holdings,  Inc. and its subsidiaries  were  discontinued on October 8, 2003. The
business  of YCO  Holdings,  Inc.  was not  producing  a profit at the time that
operations were discontinued and loses were continuing to mount. After reviewing
the debts and assets of the company,  it was  determined  that the only possible
way to deal with the  subsidiary's  creditors  would be under the supervision of
the United States Bankruptcy Court. In the bankruptcy filing, YCO Holdings, Inc.
reported assets of $12,087.00 and liabilities of $4,808,275.44.  Management does
not  believe  that  this  bankruptcy  proceeding  will  have any  effect  on the
operations of the Company, or its other subsidiaries.

ITEM 5.  OTHER INFORMATION

YCO HOLDINGS, INC.

      The Company acquired YCO Holdings,  Inc. and its  subsidiaries  ("YCO") in
January of 2003,  as  reported  in the  Company's  Form 8-K filed on February 6,
2003. The Company did not  subsequently  file a Form 8-K containing the required
financial information relating to the acquisition.  YCO's financial records were
not able to be audited  following the  acquisition  as YCO's  financial  records
required substantial analysis and adjustment.  Before the audit could begin, YCO
ceased  operations  (on  October  8,  2003).  On March 29,  2004,  YCO filed for
protection  from its creditors  under the  provisions of Chapter 7 of the United
States Bankruptcy Code. As a result of these events,  the Company will be unable
to provide the required financial information relating to the YCO acquisition.


                                       2
<PAGE>

BIOLYNX, INC.

      The Company acquired  BioLynx,  Inc.  ("BioLynx") in July of 2003, and did
not file a Form 8-K with the  required  financial  information  relating  to the
acquisition. This financial information is below.

              PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

      The following  pro forma  financial  statements  has been derived from the
financial statements of Supreme Holdings,  Inc. ("Supreme") at June 30, 2003 and
adjusts such  information  to give effect to the  acquisition  of BioLynx,  Inc.
("BioLynx"), a Texas corporation, as if the acquisition had occurred at June 30,
2003.  The pro  forma  financial  statements  are  presented  for  informational
purposes only and do not purport to be  indicative  of the  financial  condition
that would have resulted if the  acquisition  had been  consummated  at June 30,
2003. The pro forma financial  statements should be read in conjunction with the
notes thereto and the Company's  consolidated  financial  statements and related
notes  thereto  contained in the  Company's  latest annual report filed with the
SEC.


                                       3
<PAGE>

<TABLE>
<CAPTION>


                PRO FORMA CONSOLIDATED CONDENSED INCOME STATEMENT


                                         6/30/03             9/30/02                                     6/30/03
                                         Supreme             BioLynx             Adjustments            Pro-Forma
                                    ---------------       -------------      ----------------      ----------------

<S>                                 <C>                   <C>                                      <C>
Revenue                             $             -       $     873,724                            $        873,724

Cost of sales                                     -             162,000                                     162,000
                                    ---------------     ---------------                             ---------------

     Gross margin                                 -             711,724                                     711,724
                                    ---------------     ---------------                             ---------------

General and
     administrative                       3,952,113           1,464,592                                   5,416,705
Impairment                                6,281,891                   -      (2)   $4,048,528            10,330,419
Depreciation and
     Amortization                                 -              85,415                                      85,415
                                    ---------------     ---------------                             ---------------

Total operating expenses                 10,234,004           1,550,007                                  15,832,539
                                    ---------------     ---------------                             ---------------

Net Operating Loss                      (10,234,004)           (838,283)                                (15,120,815)

Interest income                                 592                   -                                         592
Interest expense                            (28,332)            (83,324)                                   (111,656)
                                    ---------------     ---------------                             ---------------

Loss from continuing
     operations                         (10,261,744)           (921,607)                                (15,231,879)
Loss from discontinued
     operations                            (775,307)                  -                                    (775,307)
                                    ---------------     ---------------                             ---------------

NET LOSS $                          $  (11,037,051)     $      (921,607)                            $   (16,007,186)
                                    ===============     ===============                             ===============

</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

                 PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET

                                         6/30/03             9/30/02                                     6/30/03
                                         Supreme             BioLynx             Adjustments            Pro-Forma
                                    ---------------       -------------      ----------------      ----------------
Current Assets
<S>                                 <C>                  <C>                  <C>  <C>            <C>
     Cash                           $        28,178                   -                            $         28,178
    Accounts receivable,
       net of allowance                           -               1,581                                       1,581
     Prepaid expenses                             -               4,362                                       4,362
                                    ---------------       -------------                            ----------------

       Total Current Assets                  28,178               5,943                                      34,121
                                    ---------------       -------------                            ----------------

Property and equipment, net                       -             151,214                                     151,214
Other Assets
     Deposit                                 12,087                   -                                      12,087
     Goodwill                                                                (1)   $4,048,528                     -
                                                                             (2)   (4,048,528)

                                    ---------------       -------------                            ----------------
                                    $        40,265       $     157,157                            $        197,422
                                    ===============       =============                            ================

Current Liabilities
    Accounts payable and
     accrued expenses                        30,616             222,432                                     253,048
    Note payable - related
     party                                1,394,482           1,433,621                                   2,828,103
     Note payable                            50,000                   -                                      50,000
    Current liabilities of
     discontinued operations, net         2,612,351                   -                                   2,612,351
     Other                                        -              76,424                                      76,424
                                    ---------------       -------------                            ----------------

     Total Current Liabilities            4,087,449           1,732,477                                   5,819,926
                                    ---------------       -------------                            ----------------

Long-term portion of
     lease payable                                -              73,208                                      73,208

                                    ---------------       -------------                            ----------------
                                          4,087,449           1,805,685                                   5,893,134

Preferred stock, $.0001 par
    Value, authorized 5,000,000
    Shares; none outstanding
Common stock, $.0001 par
  value; authorized
    100,000,000 shares;
    13,137,003 outstanding                    1,314                          (1)        1,314                     -
    15,137,003 shares outstanding                                            (1)       (1,514)                1,514

Preferred stock, $1.00 par
   value; authorized
   20,000,000 shares;
   none outstanding
Common stock, no par
    value; authorized
    100,000,000 shares;
     13,674,158 outstanding                       -           5,261,222      (1)    5,261,222                     -
     Paid in capital                      7,343,247                          (1)   (2,399,800)            9,743,047
     Accumulated Deficit                (11,391,745)         (6,909,750)     (1)   (6,909,750)          (15,440,273)
                                                                             (2)    4,048,528
                                    ---------------       -------------                            ----------------
                                         (4,047,184)         (1,648,528)                                 (5,695,712)
                                    ---------------       -------------                            ----------------
                                    $        40,265       $     157,157                            $        197,422
                                    ===============       =============                            ================

</TABLE>


                                       5
<PAGE>

NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(1)   The Closing Date of the Stock Purchase Agreement between Supreme Holdings,
      Inc.  (Suho)  and  Biolynx,  Inc.  occurred  July 1,  2003.  On that date,
      2,000,000 shares of Suho common stock were issued to Biolynx  shareholders
      for  13,674,158  Biolynx  shares,  or 100%  of the  outstanding  stock  of
      Biolynx.  The  acquisition  was accounted  for under the purchase  method,
      where all Biolynx  assets were  restated to their fair market value on the
      acquisition  date, which  approximated book value. The 2,000,000 shares of
      Suho were valued at $2,400,000 or $1.20 per share,  which represents their
      current  market  value.   Goodwill  of  $4,048,528  was  recorded  in  the
      transaction.

(2)   The goodwill will be impaired  because of the  recurring  losses that have
      occurred in the previous Biolynx operations.


                                       6
<PAGE>

                          INDEPENDENT AUDITORS' REPORT




To the Board of Directors
   BioLynx, Inc.
   San Antonio, Texas

We have audited the accompanying balance sheet of BioLynx,  Inc. as of September
30, 2002 and the related  statements of  operations,  stockholders'  deficit and
cash flows for each of the two years then ended. These financial  statements are
the responsibility of BioLynx's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of BioLynx,  Inc. as of September
30,  2002 and the results of its  operations  and its cash flows for each of the
two years then ended in conformity with accounting principles generally accepted
in the United States of America.

The accompanying  financial  statements have been prepared assuming that BioLynx
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  BioLynx has suffered  recurring  losses from  operations  and has a
negative working capital,  which raises  substantial  doubt about its ability to
continue as a going  concern.  Management's  plans  regarding  those matters are
described in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas

September 10, 2003


                                       7
<PAGE>

                                  BIOLYNX, INC.
                                  BALANCE SHEET
                               September 30, 2002


         ASSETS

Current Assets
     Accounts receivable, net of allowance of $448              $     1,581
     Prepaid expenses                                                 4,362

                                                                -----------
         Total Current Assets                                         5,943

Property and equipment, net of accumulated
     depreciation of $247,348                                       151,214
                                                                -----------

                                                                $   157,157
                                                                ===========
         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Accounts payable and accrued expenses                      $   222,432
     Short-term portion of lease payable                             56,924
     Unearned revenue                                                19,500
     Loans payable to stockholders                                1,433,621
                                                                -----------

         Total Current Liabilities                                1,732,477

Long-term portion of lease payable                                   73,208
                                                                -----------

         Total Liabilities                                        1,805,685
                                                                -----------

Commitments and Contingencies

Stockholders' Deficit
    Preferred stock, $1.00 par value, 20,000,000 shares
         authorized, 0 shares issued and outstanding                     --
    Common stock, no par value, 100,000,000 shares
         authorized, 13,674,158 shares issued and outstanding     5,261,222
     Accumulated deficit                                         (6,909,750)

                                                                -----------
         Total Stockholders' Deficit                             (1,648,528)
                                                                -----------

                                                                $   157,157
                                                                ===========

                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                       8
<PAGE>

                                  BIOLYNX, INC.
                            STATEMENTS OF OPERATIONS
                     Years Ended September 30, 2002 and 2001


                                          2002            2001
                                      ------------    ------------

Revenue - related party               $    708,000    $  1,506,000
           - other                         165,724          20,118

Cost of sales                              162,000          70,888
                                      ------------    ------------

         Gross margin                      711,724       1,455,230

Selling, general and administrative      1,464,592       1,975,423
Depreciation and amortization               85,415         121,055
                                      ------------    ------------

         Total operating expenses        1,550,007       2,096,478
                                      ------------    ------------

         Net Operating Loss               (838,283)       (641,248)

Interest expense                           (83,324)        (49,551)
                                      ------------    ------------

         NET LOSS                     $   (921,607)   $   (690,799)
                                      ============    ============

Basic and diluted loss per share      $       (.07)   $       (.05)

Weighted average shares outstanding     13,674,158      14,299,158

                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                       9
<PAGE>

<TABLE>
<CAPTION>

                                  BIOLYNX, INC.
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                     Years Ended September 30, 2001 and 2002

                                  Common Stock                  Accumulated
                              Shares         Amount        Deficit        Totals
                            -----------    -----------   -----------    -----------
Balances,
<S>                         <C>           <C>           <C>            <C>
September 30, 2000           14,825,532    $ 5,056,325   $(5,297,344)   $  (241,019)

Exchange software license
   for stock                 (1,250,000)            --            --             --

Stock sold for cash              98,626        103,500            --        103,500

Imputed interest on
   loans from shareholder            --         32,400                        32,400

Net loss                             --             --      (690,799)      (690,799)
                            -----------    -----------   -----------    -----------

Balances,
   September 30, 2001        13,674,158      5,192,225    (5,988,143)      (795,918)

Imputed interest on
   loans from shareholder            --         68,997            --         68,997

Net loss                             --             --      (921,607)      (921,607)
                            -----------    -----------   -----------    -----------
Balances,
   September 30, 2002        13,674,158    $ 5,261,222   $(6,909,750)   $(1,648,528)
                            ===========    ===========   ===========    ===========
</TABLE>

                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                       10
<PAGE>

                                  BIOLYNX, INC.
                             STATEMENTS OF CASH FLOW
                     Years Ended September 30, 2002 and 2001

                                                       2002          2001
                                                   -----------    -----------
Cash Flows From Operating Activities
   Net loss                                        $  (921,607)   $  (690,799)
   Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation                                         85,415        121,055
   Bad debts                                               756          1,665
   Imputed interest on shareholder notes payable        68,997         32,400
   Changes in:
     Accounts receivable                                 9,502        (12,162)
     Inventory                                              --         24,980
     Prepaid expenses                                   (3,188)         7,047
     Accounts payable & accrued expenses               (56,288)       123,402
     Unearned income                                    19,500             --
                                                   -----------    -----------

   Net Cash Used In Operating Activities              (796,913)      (392,412)
                                                   -----------    -----------

Cash Flows From Investing Activities
   Purchase of property and equipment                  (13,572)       (39,121)
   Proceeds from sale of property and equipment         27,000
                                                   -----------    -----------

   Net Cash Provided By (Used In)
     Investing Activities                               13,428        (39,121)
                                                   -----------    -----------


Cash Flows From Financing Activities
   Proceeds from shareholder loans                   1,637,071        734,470
   Payments on shareholder loans                      (801,561)      (348,235)
   Payments on lease payable                           (52,025)       (43,724)
   Sales of common stock                                              103,500
                                                   -----------    -----------

   Net Cash Provided By Financing Activities           783,485        446,011
                                                   -----------    -----------

Net change in cash                                          --         14,478
Cash at beginning of year                                   --        (14,478)
                                                   -----------    -----------

Cash at end of year                                $        --    $        --
                                                   ===========    ===========

Cash paid during the year for:
   Interest                                        $    14,327    $    17,151
   Income taxes                                             --             --


                 See accompanying summary of accounting policies
                       and notes to financial statements.


                                       11
<PAGE>

                                  BIOLYNX, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

BioLynx,  Inc.  ("BioLynx") is a Texas  corporation  incorporated on December 2,
1998 to offer  biometric  time and attendance  services to employers.  BioLynx's
principal  business  activity is the installation and monitoring,  servicing and
supporting  biometric  devices (which log employees in and out for the employer)
and  applicable  software  which  records,  summarizes,  and inputs payroll time
information into the employer's payroll system.

On July 1, 2003,  Biolynx was  acquired by Supreme  Holdings,  Inc.  (SUHO) in a
transaction accounted for under the purchase method.

At inception and through  September  10, 2003,  BioLynx is and has been entirely
dependent on  continued  funding by its  majority  shareholder,  who is also the
majority funding source of SUHO.  Substantial  resources will be required in the
future to design and implement marketing and sales efforts,  purchase equipment,
fund  installations at customer  locations,  and continually update products for
technology advances. See Note 2.

Cash Equivalents.  Highly liquid  investments with original  maturities of three
months or less are considered cash  equivalents.  There were no cash equivalents
as of September 30, 2002 and 2001.

Revenue Recognition.  Revenue from sales of hardware and software are recognized
when the earning process is complete and the risks and rewards of ownership have
transferred  to the  customer.  Service  revenues  (including  monthly  license,
processing,  maintenance,  training and support) are  recognized as services are
provided.

Allowance for Doubtful  Accounts.  BioLynx analyzes current accounts  receivable
for an allowance for doubtful  accounts based on historical  bad debt,  customer
credit-worthiness,  the current business  environment and historical  experience
with the customer.  The allowance  includes specific reserves for accounts where
collection is deemed to be no longer probable.

Long-lived Assets.  Property and equipment are stated on the basis of historical
cost  less  accumulated   depreciation.   Depreciation  is  provided  using  the
straight-line  method  over the  estimated  useful  lives of the  assets.  Major
renewals and improvements are capitalized, while minor replacements, maintenance
and repairs are charged to current operations.

Impairment  losses are recorded on  long-lived  assets used in  operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying amount. There
were no impairment losses in 2002 or 2001.

Income  Taxes.  Income tax expense is based on reported  earnings  before income
taxes. Deferred income taxes reflect the impact of temporary differences between
assets and  liabilities  recognized  for financial  reporting  purposes and such
amounts  recognized for tax purposes,  and are measured by applying  enacted tax
rates in effect in years in which the differences are expected to reverse.

Basic And Diluted  Loss Per Share.  Basic and diluted  loss per share equals net
loss divided by weighted  average shares  outstanding  during the year.  Diluted
loss per share include the impact of common stock equivalents using the treasury
stock method when the effect is dilutive. There were no common stock equivalents
during 2002 or 2001.

Research and Development. BioLynx's products are technical in nature and require
a continuing research and development effort. All research and development costs
are expensed as incurred.

Advertising Costs. The cost of advertising is expensed as incurred.  Advertising
expense of $35,460 and $67,832 was incurred during the years ended September 30,
2002 and 2001 respectively.


                                       12
<PAGE>

Use  of  Estimates  in  Financial  Statement  Preparation.  The  preparation  of
financial statements in conformity with accounting principles generally accepted
in the United  States of  America  requires  management  to make  estimates  and
assumptions  that affect the  reported  amounts of assets and  liabilities,  the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

Stock  Options  and  Warrants.   BioLynx   accounts  for  non-cash   stock-based
compensation  issued to  non-employees in accordance with the provisions of SFAS
No. 123 and EITF No. 96-18, Accounting for Equity Investments That Are Issued to
Non-Employees  for Acquiring,  or in Conjunction with Selling Goods or Services.
Common stock issued to non-employees  and consultants is based upon the value of
the  services  received  or the quoted  market  price,  whichever  value is more
readily determinable.  BioLynx accounts for stock options and warrants issued to
employees  under  the  intrinsic  value  method.  Under  this  method,   BioLynx
recognizes no  compensation  expense for stock options or warrants  granted when
the number of underlying shares is known and the exercise price of the option or
warrant is greater  than or equal to the fair  market  value of the stock on the
date of grant.

                                                 2002           2001
                                               ---------    ---------
Net loss as reported                           $(921,607)   $(690,799)
Less:  stock based compensation
determined under fair value-
  based method                                         0            0
                                               ---------    ---------

Pro forma net loss                             $(921,607)   $(690,799)
                                               =========    =========

Basic and diluted net loss per common share:
As reported                                    $    (.07)   $    (.05)
Pro forma                                           (.07)        (.05)

The weighted  average fair value of the stock  options  granted  during 2002 and
2001 was $1.00. Variables used in the Black-Scholes option-pricing model include
(1) 5.0%  risk-free  interest  rate,  (2)  expected  option  life is the  actual
remaining  life of the options as of each year end, (3) expected  volatility  is
zero, and (4) zero expected dividends.

Recently Issued Accounting Pronouncements.  BioLynx does not expect the adoption
of recently issued  accounting  pronouncements  to have a significant  impact on
their financial position, results of operations or cash flow.

NOTE 2 - GOING CONCERN

BioLynx has  incurred  net losses of $921,607  and  $690,799 for the years ended
September 30, 2002 and 2001, respectively, and has a negative working capital of
$1,726,534 as of September 30, 2002. These  conditions  create an uncertainty as
to BioLynx's  ability to continue as a going  concern.  Management  is trying to
raise  additional  capital  through sales of its common stock as well as seeking
financing  from third  parties.  The  financial  statements  do not  include any
adjustments  that might be necessary if BioLynx is unable to continue as a going
concern.


                                       13
<PAGE>

NOTE 3 - PROPERTY AND EQUIPMENT

                                        Depr. Lives
                                        -----------

Computer and other electronic equipment   3 years   $ 188,420
Furniture, telephone equipment
and fixtures                              5 years     210,142
                                                    ---------
                                                      398,562
Less:  accumulated depreciation                      (247,348)
                                                    ---------

                                                    $ 151,214

NOTE 4 - LOANS PAYABLE TO STOCKHOLDERS

Certain  stockholders of BioLynx advance money to BioLynx on an as-needed basis.
The advances are due on demand, bear no interest and have no collateral. Imputed
interest expense at 8% was added as a contribution to capital for each year.

NOTE 5 - RELATED PARTY TRANSACTIONS

At September 30, 2001,  BioLynx  leased its employees  from an employee  leasing
company  owned by one of BioLynx's  shareholders  under an informal  arrangement
under which BioLynx is billed 14% over the gross wages of each employee. The 14%
mark-up covers the employer  payroll taxes and workers  compensation  costs,  as
well as profit margin for the leasing company.

During the fiscal year,  BioLynx sold  services to an employee  leasing  company
(customer)owned by the majority shareholder of BioLynx under a service agreement
which allowed the customer to use BioLynx's time and attendance  products for up
to 4,000  employees  for monthly  fees of $28,000.  Revenues for fiscal 2002 and
2001 were $168,000 and $336,000, respectively. The contract was terminated March
31, 2002.

Effective on October 1, 2000,  BioLynx entered into a "software  development and
support agreement" with a company  (customer) owned by the majority  shareholder
of BioLynx. Under terms of this agreement,  BioLynx agreed to provide personnel,
knowledge,  technology,  and  infrastructure  to assist  the  customer  in their
efforts  to develop  an  internet-based  business  application  to  support  the
insurance  industry's  workers  compensation  insurance  administration and risk
management.  Revenues  for fiscal 2002 and 2001 were  $540,000  and  $1,170,000,
respectively. The contract was terminated March 31, 2002.

On March 7, 2001, BioLynx and SOS Staffing  Services,  Inc. (SOS) entered into a
"non-exclusive  software  license  agreement."  Under  terms of this  agreement,
BioLynx granted a non-exclusive, nontransferable perpetual license to use all of
the proprietary software and related intellectual property and know-how owned or
controlled by BioLynx on the agreement date, on an "as is" basis. BioLynx is not
obligated to provide any support or maintenance  services to SOS with respect to
these  products.  Any  modifications  or  alterations  made  by SOS  during  the
following  years are to be provided to BioLynx  within ten days after the end of
each calendar quarter during the two year period. Also on March 7, 2001, BioLynx
and SOS  entered  into a  "stock  redemption  agreement."  Under  terms  of this
agreement,  SOS agreed to exchange  1,250,000  shares of BioLynx's  common stock
acquired on May 26, 2000 (for $1.00 per share) for the above-described  software
license.


                                       14
<PAGE>

NOTE 6 - INCOME TAXES

The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets and deferred tax  liabilities  at September 30, 2002,
are as follows:

  Deferred tax assets:
Net operating loss carryforward   $ 1,045,000
Less:  valuation allowance         (1,045,000)
                                  -----------

Net current deferred tax assets   $         0
                                  ===========

BioLynx has net operating loss  carryforwards of approximately  $3,081,425 as of
September 30, 2002, which expire through the year 2022.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Employment Agreements. Effective March 12, 1999, BioLynx entered into employment
contracts with eight  employees.  The  agreements  contain  provisions  that the
employees will not compete with BioLynx in certain geographic  territories for a
period of two years beyond the terms of the employment contracts.

In addition,  in July 2000 and September  2000,  BioLynx  entered into executive
employment contracts with two executives,  which called for annual base salaries
for each and  granted  5-year  warrants to the  employees  for an  aggregate  of
3,500,000  shares of common stock at an exercise  price of $1.00 per share.  The
agreements  contain  provisions that the employees will not compete with BioLynx
in certain geographic  territories for a period of two years beyond the terms of
the employment contracts. On December 8, 2000 the Board of Directors doubled the
number of shares available under these warrants to 7,000,000,  without adjusting
the exercise price or term. One of the executives left the employment of BioLynx
on November 1, 2001.

Lease  Agreements.  On August 31, 2000,  BioLynx entered into an operating lease
for approximately 16,000 square feet of office space with an unrelated party for
a term beginning in September 2000 and ending October 2004.

The minimum annual lease payments are summarized as follows:

                                                              Lease
12 Months Ending                                              Payments Due
----------------                                              ------------
September 30, 2003                                            $    211,860
September 30, 2004                                                 219,983
September 30, 2005                                                  18,501
                                                              ------------

                                                              $    450,344
                                                              ============

Lease expense  included in operations  for fiscal 2002 and 2001 was $202,188 and
$198,604,  respectively.  BioLynx  subleased  part  of  its  office  space  to a
subtenant under a short-term lease arrangement, resulting in sublease income for
fiscal  2002 and 2001 of $30,045  and  $35,657,  respectively.  Sublease  income
offset rental expense and is presented in general and administrative  expense in
the statements of operations.

This office lease  required  BioLynx to provide a lease deposit in the form of a
recurring  annual  irrevocable  letter of credit in the  amount of  $110,000  to
secure its payments under the lease. The leasing agent  representing  BioLynx in
this lease  transaction  provided this letter of credit at no cost or obligation
to BioLynx.


                                       15
<PAGE>

In  addition,  under the terms of the August 31,  2000 office  lease  agreement,
BioLynx agreed to purchase all existing furniture and telephone equipment in the
space.  Under terms of this  arrangement,  BioLynx acquired the assets in return
for 51 monthly  payments  beginning on September 1, 2000 of $5,529 per month. At
September 30, 2002,  property and equipment  included the following  amounts for
furniture and telephone equipment purchased under this arrangement:

Property and equipment     $ 208,234
Accumulated depreciation     (92,991)
                           ---------

Net                        $ 115,243
                           =========


Future minimum payments under this arrangement are as follows:

12 Months Ending                                                   Payments Due
----------------                                                   ------------

September 30, 2003                                                 $     66,353
September 30, 2004                                                       66,353
September 30, 2005                                                       11,059
                                                                   ------------

Total minimum payments                                             $    143,765
                                                                   ============

NOTE 8 - EQUITY

COMMON STOCK

In the year ended  September  30, 2001,  BioLynx  redeemed  1,250,000  shares of
common stock in exchange for a software license. See note 5 for details.

In the year ended September 30, 2001, BioLynx sold 98,626 shares of common stock
to several individuals for cash proceeds of $103,500.

STOCK OPTIONS

On May 7, 1999, BioLynx set up the 1999 stock incentive compensation plan. Under
the plan,  the maximum number of shares of common stock which shall be available
for  issuance  under the plan shall not exceed in the  aggregate  the greater of
625,000  shares of the common stock or 15% of the issued  shares of common stock
as of the first day of the  preceding  calendar  quarter.  250,000  options were
granted on January 15, 2000 to employees  under this plan,  with exercise prices
at $1.00 per share,  vesting  quarterly  over four years and expiring four years
from the date of grant.

On November 21, 2000, shareholders approved the adoption of BioLynx's 2000 Stock
Incentive Compensation Plan, which reserved a maximum number of shares of common
stock of  BioLynx's  at the  greater  of  4,375,000  shares or 15% of the issued
shares of common stock of BioLynx as of the first day of the preceding  calendar
quarter.  1,500,000  and 550,000  options  were granted on December 20, 2000 and
December 21, 2001,  respectively.  All options have exercise prices of $1.00 per
share,  vest  quarterly  over four years and expire  four years from the date of
grant. In the year ended September 30, 2002, 625,000 warrants were forfeited. As
of September 30, 2002, a total of 1,675,000 shares had been granted to employees
under this plan.


                                       16
<PAGE>

WARRANTS

On  April  26,  2000,   BioLynx  issued  2,844,468   warrants  to  its  majority
shareholder.  The warrants have an exercise price of $1.00, vest immediately and
expire  five years from the date of grant.  On  December  8, 2000,  the Board of
Directors  doubled the number of warrants to  5,688,935,  without  adjusting the
exercise price or term.

On September 22, 2000,  BioLynx issued 125,000  warrants to a service  provider.
The warrants have an exercise price of $1.00,  vest  immediately and expire five
years  from the date of grant.  On  December  8,  2000,  the Board of  Directors
doubled the number of warrants to 250,000,  without adjusting the exercise price
or term.

On October 1, 2000,  BioLynx issued 4,812,500  warrants to employees.  2,000,000
warrants have an exercise price of $.80, vest  immediately and expire five years
from the date of grant. 2,812,500 warrants have an exercise price of $1.00, vest
immediately  and expire five years from the date of grant.  On December 8, 2000,
the Board of  Directors  doubled the number of warrants  to  9,625,000,  without
adjusting the exercise price or term.

On February 5, 2001,  BioLynx issued 25,000  warrants to two service  providers.
The warrants have an exercise price of $1.00,  vest  immediately and expire five
years from the date of grant.

On February 12, 2001,  in  connection  with a reduction  in  workforce,  BioLynx
issued 398,320 warrants to five former employees.  The warrants have an exercise
price of $1.00, vest immediately and expire three years from the date of grant.

On October 1, 2001,  BioLynx issued 750,000 warrants to a service provider.  The
warrants have an exercise price of $1.00, vest immediately and expire five years
from the date of grant.

On October 1, 2001,  BioLynx issued 3,000,000 warrants to a company owned by the
majority  shareholder of BioLynx.  The warrants have an exercise price of $1.00,
vest immediately and expire five years from the date of grant.

Summary information regarding options and warrants is as follows:

<TABLE>
<CAPTION>
                                                                     Weighted                           Weighted
                                                                     Average                            Average
                                                      Options        Share Price        Options         Share Price
                                                     ---------       -----------       ----------       -----------

<S>                                                   <C>             <C>              <C>               <C>
Outstanding at
     September 30, 2000                                250,000         $1.00            5,938,935         $1.00

Year ended September 30, 2001:
     Granted                                         1,500,000          1.00           10,048,320           .96
     Forfeited                                                          1.00
                                                     ---------         -----           ----------         -----
Outstanding at
     September 30, 2001                              1,750,000          1.00           15,987,255           .97

Year ended September 30, 2002:
     Granted                                           550,000          1.00            3,750,000          1.00
     Forfeited                                        (625,000)         1.00
                                                     ---------         -----           ----------         -----

Outstanding at
     September 30, 2002                              1,675,000         $1.00           19,737,255         $ .98

</TABLE>

Options outstanding and exercisable as of September 30, 2002:

                                 Outstanding                   Exercisable
                          Number             Remaining         Number
 Exercise Price           of Shares          life              of Shares
                          ---------------    -------------    --------------

      $1.00                       550,000          3 years              104,471
       1.00                       875,000          2 years              666,780
       1.00                       250,000          1 year               169,349
                          ---------------                        --------------

                                1,675,000                               940,600
                          ===============                        ==============

Warrants outstanding and exercisable as of September 30, 2002:

                                   Outstanding                   Exercisable
                         Number                Remaining         Number
Exercise Price           of Shares             life              of Shares
                         ----------------    -------------    --------------

     $1.00                     3,750,000          4 years            3,750,000
      1.00                    13,588,935          3 years           13,588,935
       .80                     2,000,000          3 years            2,000,000
      1.00                       398,320          1 years              398,320
                         ---------------                        --------------

                              19,737,255                            19,737,255
                         ===============                        ==============


                                       17
<PAGE>

NOTE 9 - SUBSEQUENT EVENT

On July 1, 2003, Supreme Holdings,  Inc. (Suho) purchased Biolynx. On that date,
2,000,000  shares of Suho common stock were issued to Biolynx  shareholders  for
13,674,158  Biolynx  shares,  or 100% of the outstanding  stock of Biolynx.  The
acquisition  was  accounted  for under the  purchase  method,  where all Biolynx
assets were restated to their fair market value on the acquisition  date,  which
approximated book value.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits:

               31.1     Rule 13a-14(a)/15d-14(a) Certification of Principal
                        Executive Officer

               31.2     Rule 13a-14(a)/15d-14(a) Certification of Principal
                        Financial Officer

                 32     Section 1350 Certifications

(b) Reports on Form 8-K:

    On October 6, 2003,  the Company filed a Form 8-K/A  amending the Form 8-K
    filed on August  13,  2003,  which  announced  a change  in the  Company's
    Certifying Accountant.


                                       18
<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.

Dated:  May 12, 2004

                                   SUPREME HOLDINGS, INC., a Nevada corporation


                                   By: /s/ Charles T. Phillips
                                       -----------------------------------------
                                   Charles T. Phillips, Chief Executive Officer


                                   By: /s/ Sandra L. Livney
                                       -----------------------------------------
                                   Sandra L. Livney, Chief Financial Officer


                                       19