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

                                   FORM 10-QSB

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended December 31, 2003.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ___________________ to _______________________

Commission file number 333-45210


                             Supreme Holdings, Inc.
                      ------------------------------------
                      (Formerly Supreme Hospitality, Inc.)

Incorporated in the State of Nevada                           E.I.N. - 88-046047

                 340 North Sam Houston Parkway East - Suite 100
                              Houston, Texas 77060
                            Telephone (713) 621-4799

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ ] Yes [X] No

         On August 11, 2003, the registrant changed its fiscal year end from
December 31 to June 30. Accordingly, a transition report on form 10-KSB for the
transition period was due on November 9, 2003 (being 90 days after the date on
which the registrant made the change of fiscal year end). The registrant
previously filed an extension on form 12b-25 for the transition report due to
the illness of its former auditor, extending the due date until November 24,
2003. The form 10-KSB was filed with the Commission on December 9, 2003. The
registrant had also not yet filed two form 8-K's required in connection with two
significant acquisitions. The registrant acquired YCO Holdings, Inc. and its
subsidiaries for stock in January, 2003 and acquired BioLynx, Inc. for stock in
July, 2003. The information necessary to substantially comply with the filing
requirements of form 8-K in connection with these transactions is contained in
Section 5. Other Information of form 10-QSB, filed with the Commission on
January 8, 2004 for the period ending September 30, 2003.

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

<PAGE>


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [ ] Yes [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 15,136,355 Shares of
$0.0001 par value common stock



                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                             SUPREME HOLDINGS, INC.
                                  BALANCE SHEET
                                December 31, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                          ASSETS
Current Assets
<S>                                                                 <C>
  Cash                                                              $     16,693
  Accounts receivable                                                      4,532
  Prepaid expenses                                                         4,361
                                                                    ------------
         Total Current Assets                                             25,586

Property and equipment, net of accumulated depreciation                   92,742
Deposits                                                                  12,755
                                                                    ------------
         Total Assets                                               $    131,083
                                                                    ============

         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                                  $     66,901
  Accrued interest and expenses                                          168,927
  Notes payable                                                           30,000
  Shareholder loans                                                    5,259,433
  Short-term portion of lease payable                                     58,155
  Current liabilities of discontinued operations, net of assets        2,603,304
                                                                    ------------
         Total Current Liabilities                                     8,186,720
                                                                    ------------
         STOCKHOLDERS' DEFICIT

  Common stock, $.0001 par value, 100,000,000 shares
    authorized, 15,136,355 shares issued and outstanding                   1,514
  Additional paid in capital                                          10,650,149
  Accumulated deficit                                                (18,707,300)
                                                                    ------------
         Total Stockholders' Deficit                                  (8,055,637)
                                                                    ------------
                  Total Liabilities and Stockholders' Deficit       $    131,083
                                                                    ============
</TABLE>


                                       3
<PAGE>


                              SUPREME HOLDINGS, INC
                            STATEMENTS OF OPERATIONS
              Three and Six Months Ended December 31, 2003 and 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                         Three Months                         Six Months
                                      Ended December 31,                   Ended December 31,
                                    2003              2002              2003              2002
                                ------------      ------------      ------------      ------------
<S>                             <C>               <C>               <C>               <C>
Revenue                         $      7,774      $         --      $     17,225      $         --

Cost of Sales                         35,410                --            59,675                --
                                ------------      ------------      ------------      ------------

    Gross Margin                     (27,636)               --           (42,450)               --

General & Administrative             656,844           140,261         1,202,634           188,541
Impairment                                             300,000         5,271,965           300,000
                                ------------      ------------      ------------      ------------

    Total operating
       expenses                      656,844           440,261         6,474,599           488,541
                                ------------      ------------      ------------      ------------

    Net Operating Loss              (684,480)         (440,261)       (6,517,049)         (488,541)

Interest Expense                    (129,636)               --          (207,387)               --
Interest Income                                          7,347                               7,347

Sale of Stock in Subsidiary               --                --                --           991,424
                                ------------      ------------      ------------      ------------
Income (loss) from
    continuing operations           (814,116)         (432,914)       (6,724,436)          510,230

Income (Loss) from
    discontinued operations         (137,083)                           (591,119)
                                ------------      ------------      ------------      ------------
    NET INCOME (LOSS)           $   (951,199)     $   (432,914)     $ (7,315,555)     $    510,230
                                ============      ============      ============      ============

Basic and diluted income
    (loss) per share            $       (.06)     $       (.05)     $       (.48)     $        .06
Weighted average
    shares outstanding            15,136,355         8,547,000        15,125,485         8,547,000
</TABLE>



                                       4
<PAGE>

                             SUPREME HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW
                   Six Months Ended December 31, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       2003              2002
                                                    -----------      -----------
<S>                                                 <C>              <C>
Cash Flows From Operating Activities
  Net loss                                          $(7,315,555)     $   510,230
  Adjustments to reconcile net income (loss) to
    net cash used in operating activities:
    Impairment of goodwill                            5,271,965
    Impairment of investment in Biolynx                                  300,000
    Depreciation                                         30,150
    Imputed interest on shareholder loans               129,629
    Sale of stock in subsidiary                                         (991,424)
    Changes in:
         Accounts receivable                              7,776
         Other current assets                              (668)
Accounts payable                                       (111,622)
         Accrued expenses                               140,595           (5,278)
                                                    -----------      -----------
  Net Cash Used In Operating Activities              (1,847,730)        (186,472)
                                                    -----------      -----------
Cash Flows From Investing Activities
  Purchase of fixed assets                               (6,398)
  Sale of subsidiary                                                     133,513
  Investment in Biolynx                                                 (300,000)
  Investment in YCO Holdings                                            (122,270)
                                                    -----------      -----------
  Net Cash Used In Investing Activities                  (6,398)        (288,757)
                                                    -----------      -----------
Cash Flows From Financing Activities
  Proceeds from shareholder loans                     1,901,441          184,012
  Payments on notes payable                             (41,370)
  Payments on lease payable                             (29,751)
  Collections from sale of preferred stock                               300,000
                                                    -----------      -----------
  Net Cash Provided by Financing Activities           1,830,320          484,012
                                                    -----------      -----------
Cash Provided by Discontinued Operations                 12,323               --
                                                    -----------      -----------
Net change in cash                                      (11,485)           8,783
Cash at beginning of period                              28,178           13,415
                                                    -----------      -----------
Cash at end of period                               $    16,693      $    22,198
                                                    ===========      ===========
</TABLE>


                                       5
<PAGE>

                             SUPREME HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Supreme Holdings,
Inc. ("SUHO") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in the SUHO's
financial statements filed with the SEC on Form 10-KSB. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the most recent fiscal year 2003 as reported in Form
10-KSB, have been omitted.

NOTE 2 - STOCK OPTIONS AND WARRANTS

SUHO 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. SUHO accounts for
stock options and warrants issued to employees under the intrinsic value method.
Under this method, SUHO 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.

No options or warrants were issued during the six months ended December 31, 2003
and 2002.

The following table illustrates the effect on net loss and net loss per share if
SUHO had applied the fair value provisions of FASB Statement No. 123, Accounting
for Stock-Based Compensation, to stock-based employee compensation.

<TABLE>
<CAPTION>
                                                                      2003                   2002
                                                                   -----------           -----------
<S>                                                                <C>                   <C>
         Net income (loss) as reported                             $(7,315,555)          $   510,230
         Less: stock based compensation
              determined under fair value-
              based method                                                  --                    --
                                                                   -----------           -----------
              Pro forma net income (loss)                          $(7,315,555)          $   510,230
                                                                   ===========           ===========

Basic and diluted net loss
              Per common share:
              As reported                                                $(.48)                 $.06
              Pro forma                                                   (.48)                  .06
</TABLE>


                                       6
<PAGE>


NOTE 3 - PURCHASE OF BIOLYNX

On July 1, 2003, SUHO issued 2,000,000 shares of common stock to purchase the
net assets of BioLynx, Inc. ("BioLynx") and its subsidiaries. The stock was
valued at $2,400,000. Results of operations from BioLynx have been included in
these financial statements since BioLynx's acquisition in July 2003.

The acquisition was accounted for using the purchase method of accounting. A
summary of the allocation of the purchase price is as follows:

          Assets acquired
                  Accounts receivable, net                   $     12,308
                  Property and equipment, net                     116,494
                  Prepaid expenses                                  4,362
                  Goodwill                                      5,271,965
          Liabilities assumed
                  Accounts payable                               (176,241)
                  Lease payable                                   (87,906)
                  Notes payable                                (2,740,982)
                                                             ------------
          Total cost of purchase                             $  2,400,000
                                                             ============

Goodwill in the purchase of BioLynx represents the excess of the purchase price
paid (2,000,000 shares valued at $1.20 per share, or $2,400,000) over the fair
value of the assets acquired ($133,164) net of the liabilities assumed
($3,005,129).

SUHO purchased BioLynx to expand its business to include time and attendance
data, Web-enabled, biometric-based time and attendance solutions.


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 elsewhere in this report.

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

         BioLynx, Inc. continued to experience operating losses during the
period covered by this report. As stated in the immediate prior report,
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 of 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. 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. Total operating expenses for the six
months ended December 31, 2003 and 2002 was $6,474,599 and $488,541
respectively. 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. Net operating loss for the six months ended December 31, 2003 and 2002 was
$6,517,049 and $488,541, respectively.

         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. Includied 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.


                                       7
<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.

         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 company continues to rely on loans and advances principally from
its major stockholder 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 will not be
able to continue operations without them.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         There are no pending or threatened legal proceedings involving Supreme
Holdings, Inc. However, its subsidiary, YCO Holdings, Inc. is in default under
the terms of certain loan arrangements and is involved in a dispute with the
accounting firm of Mir, Fox and Rodriguez, P.C. Though neither of these has
resulted in litigation as of the date of this report, there can be no assurances
that future litigation may not result. There has also been threatened litigation
involving claims by former contractors of YCO Holdings, Inc. and its
subsidiaries, however, management has not yet been able to quantify the amount
of such claims.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

            There were no matters submitted to a vote of security holders during
the period covered by this report.

ITEM 5.  OTHER INFORMATION.

         None.


                                       8
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


(Registrant):   Supreme Holdings, Inc.

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

Date: February 9, 2004


By: /s/ Sandra Livney
   ---------------------------
   Sandra Livney
   Chief Financial Officer

Date: February 9, 2004




                                       9