<PAGE>

                                  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 September 30, 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 registrant has 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. See also Section 5. Other Information of
this report.

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

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


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         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.
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2003
                                   (unaudited)

<TABLE>
<CAPTION>

         ASSETS
<S>                                                                                           <C>
Current Assets
    Cash                                                                                           43,966
    Accounts receivable, net of allowance of $448                                             $     3,522
    Prepaid expenses                                                                                4,362
                                                                                              -----------
         Total Current Assets                                                                      51,850

Property and equipment, net of accumulated depreciation                                           109,106

Other Assets
    Deposit                                                                                        12,087
                                                                                              -----------
                                                                                              $   173,043
                                                                                              ===========
         LIABILITES AND STOCKHOLDERS' DEFICIT

Current Liabilities
    Accounts payable                                                                          $   139,799
    Accrued interest                                                                               44,514
    Notes payable - related party                                                               4,575,717
    Notes payable                                                                                  42,123
    Short-term portion on lease payable                                                            62,272
    Current liabilities of discontinued operations,
         Net of assets                                                                          2,472,069
                                                                                              -----------
         Total Current Liabilities                                                              7,336,494

Long-term portion of lease payable                                                                 10,936
                                                                                              -----------
         Total Liabilities                                                                      7,347,430
                                                                                              -----------

         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                                                                     10,580,201
Accumulated deficit                                                                           (17,756,102)
                                                                                              -----------
         Total Stockholders' Deficit                                                           (7,174,387)
                                                                                              -----------
                                                                                              $   173,043
                                                                                              ===========
</TABLE>

                                       3

<PAGE>

                             SUPREME HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 Three Months Ended September 30, 2003 and 2002
                                   (unaudited)


<TABLE>
<CAPTION>
                                                    2003                2002
                                                ------------         ------------
<S>                                             <C>                  <C>
Revenue                                         $      9,451         $         --

Cost of sales                                         24,265                   --
                                                ------------         ------------
         Gross margin                                (14,814)                  --
                                                ------------         ------------
General and administrative                           545,790               48,280
Impairment                                         5,271,965                   --
                                                ------------         ------------
         Total operating expenses                  5,817,755               48,280
                                                ------------         ------------
         Net Operating Loss                       (5,832,569)             (48,280)

Interest expense                                     (77,751)
Sale of stock in subsidiary                                               991,424
                                                ------------         ------------
Income (Loss) from continuing operations          (5,910,320)             943,144

Loss from discontinued operations                   (454,036)                  --
                                                ------------         ------------
         NET INCOME (LOSS)                      $ (6,364,356)        $    943,144
                                                ============         ============

Basic and diluted income (loss)
         per share                              $       (.48)        $        .09

Weighted average shares
         outstanding                              13,137,003           10,000,000

</TABLE>

                                       4

<PAGE>

                             SUPREME HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW
                 Three Months Ended September 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 2003                2002
                                                              -----------         -----------
<S>                                                           <C>                 <C>
Cash Flows From Operating Activities
  Net loss                                                    $(6,364,356)        $   943,144
  Adjustments to reconcile net loss to net cash
    used in operating activities:
         Impairment of Goodwill                                 5,271,965                  --
         Depreciation                                               9,150                  --
         Imputed interest on shareholder notes payable             59,681                  --
         Loss on disposal of assets                                                        --
         Sale of stock in subsidiary                                                 (991,424)
    Changes in:
         Accounts receivable                                        8,786                  --
         Prepaid expenses                                              --                  --
         Accounts payable                                         (38,726)                 --
         Accrued expenses                                          16,182                  --
                                                              -----------         -----------
  Net Cash Used In Operating Activities                        (1,037,318)            (48,280)
                                                              -----------         -----------
Cash Flows From Investing Activities
  Purchase of fixed assets                                         (1,762)                 --
  Sale of subsidiary                                                   --              39,863
                                                              -----------         -----------
  Net Cash Provided By (Used In)
    Investing Activities                                           (1,762)             39,863
                                                              -----------         -----------

Cash Flows From Financing Activities
  Proceeds from shareholder loans                               1,217,725                  --
  Payments on notes payables                                      (29,247)                 --
  Payments on lease payable                                       (14,698)                 --
                                                              -----------         -----------
  Net Cash Provided By Financing Activities                     1,173,780                  --
                                                              -----------         -----------
Cash Used by Discontinued Operations                             (118,912)                 --
                                                              -----------         -----------
Net change in cash                                                 15,788              (8,417)
Cash at beginning of period                                        28,178              13,415
                                                              -----------         -----------
Cash at end of period                                         $    43,966         $     4,998
                                                              ===========         ===========

</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. 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  Company's  financial
statements  filed with the SEC on Form 10-K. 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-K, 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 three months ended  September 30,
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                 $(6,364,356)          $   943,144
         Less: stock based compensation
              determined under fair value-
              based method                                      --                    --
                                                       -----------           -----------
              Pro forma net income (loss)              $(6,364,356)          $   943,144
                                                       ===========           ===========

Basic and diluted net loss
              per common share:
              As reported                                    $(.48)                 $.09
              Pro forma                                       (.48)                  .09
</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:

<TABLE>
<CAPTION>
<S>                                                            <C>
          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
                                                               ============
</TABLE>


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.


                                       7


<PAGE>

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.

         YCO Holdings, Inc. and its subsidiaries continued to experience losses
from operations during the period covered by this report and operations of this
business unit were discontinued in early October, shortly after the end of the
period.

         BioLynx, Inc. also experienced operating losses during the period
covered by this report. Management has adjusted the focus of sales of BioLynx,
Inc.'s time and attendance product to include the use of its biometrics
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. However, the company has yet to see positive results from this change in
focus.

         Total revenue from ongoing operations during the period covered by this
report was $9,451.00, compared to $0.00 for the same period in 2002. Total
operating expenses for the period covered by this report were $5,817,755.00
compared to $48,280.00 for the same period in 2002. The net operating loss from
continuing operations for the period covered by this report was $5,832,569.00,
which when combined with a $454,036.00 loss from discontinued operations and
interest expense of $77,571.00, resulted in a net loss for the period of
$6,364,356.00. This is compared to net income for the same period in 2002 of
$943,144.00.

         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.


                                       8

<PAGE>


                           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.

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.

         The company acquired YCO Holdings, Inc. and its subsidiaries ("YCO")
for stock in January, 2003 and filed a Form 8-K on February 6, 2003. The company
did not subsequently file a Form 8-K containing the required financial
information as YCO had not been previously audited and its financial records
required substantial analysis and adjustments before they could be audited. The
audited consolidated balance sheet of the company was only recently completed
and filed as a part of its Form B for the new fiscal year ending June 30, 2003.
The operations of YCO were discontinued before the completion of the audit and
only shortly after the end of the period covered by this report. The company
determined that the inclusion of the consolidated financial information in its
Form B provides sufficient information regarding YCO and its financial condition
and the discontinuance of operations and the recording of the loss therefrom
makes the preparation of any other financial reports of YCO redundant.

         At the time of the acquisition of BioLynx, Inc., the company determined
that this acquisition did not constitute a significant acquisition and did not
require the filing of a Form 8-K. However, while this may have been in error,
the discontinuance of YCO operations has resulted in the financial statements
contained in the company's Form 10-KSB contain the results of operations of
BioLynx, Inc. and the effect of the discontinued operations on the books of the
company.


                                       9

<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: January 8, 2003


By: /s/ Sandra Livney
   ---------------------------
   Sandra Livney
   Chief Financial Officer
Date: January 8, 2003



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