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**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB/A**


**Amendment
      1**





(Mark
      One)


**T**
              ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 For
                  the annual period ended
              **December
                  31, 2005**
  *****
                TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                  OF THE
                  EXCHANGE ACT
 For
                  the transition period from
              
              to


Commission
                file number
            **000-49770**





**SUPREME
      REALTY INVESTMENTS, INC.**


(Exact
      name of small business issuer as specified in its charter)




**Nevada**
              (State
                or other jurisdiction of incorporation or organization)
            **43-1954776**
              (IRS
                Employer Identification No.)





**4700
      Millennia Blvd. - Suite 175, Orlando, FL 32839**


(Address
      of principal executive offices)




**(407)
      210-3968**


(Issuer's
      telephone number)




Securities
      Issued under Section 12(b) of the Exchange Act:





Title
                of Each Class
            Name
                of Exchange on which registered**$0.001
                par value, common**
            **Over-the-Counter
                Bulletin Board(OTCBB)**




Securities
      Issued under Section 12(g) of the Exchange Act: None





Title
      of
      Class








Check
      whether the issuer (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) has been subject
      to such filing requirements for the past 90 days. Yes **T** **** No *****









Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. x





Issuer’s
      revenues for the fiscal year ended December 31, 2005, were $1,273.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the Issuer as of April 1, 2006, based upon the last reported
      sales price on the OTCBB was $290,000.





**(APPLICABLE
      ONLY TO CORPORATE ISSUERS)**





The
      Registrant’s common stock outstanding as of December 31, 2005, was 5,000,000
      shares.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**





Transitional
      Small Business Disclosure Format (Check One): Yes o No x


2


**SUPREME
      REALTY INVESTMENTS, INC.**




**10-KSB**




**FOR
      THE YEAR ENDED DECEMBER 31, 2005**




**INDEX**




PagePart
                I
            Item
                1
            Description
                of Business
            4Item
                2
            Description
                of Property
            5Item
                3
            Legal
                Proceedings
            7Item
                4
            Submission
                of Matter to a Vote of Security Holders
            7Part
                II
            Item
                5
            Market
                for Common Equity and Related Stockholder Matters
            7Item
                6
            Management’s
                Discussion and Analysis or Plan of Operation
            8Item
                7
            Financial
                Statements
            11Item
                8
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            29Item
                8A
            Controls
                and Procedures
            29Item
                8B
            Other
                Information
            29Part
                III
            Item
                9
            Directors,
                Executive Officers, Promoters and Control Persons: Compliance with
                Section
                16(a) of the Exchange Act
            29Item
                10
            Executive
                Compensation
            32Item
                11
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            32Item
                12
            Certain
                Relationships and Related Transactions
            32Item
                13
            Exhibits
            32Item
                14
            Principal
                Accountant Fees and Services
            32Signatures
            32


3
 *Index*


**PART
      I**





**Item
                1.**
            **Description
                of Business**





Supreme
      Realty Investments, Inc. is a real estate operating company primarily engaged
      in
      the acquisition, operation, and disposition of real properties and loans secured
      by real properties.





The
      Company acquires hotels and other real properties either directly in fee simple,
      or indirectly through ownership of beneficial interests in land trusts or
      partnerships that hold title to the real property. The Company believes that,
      in
      some cases acquiring indirect interests in real property is advantageous because
      it gives us flexibility in addressing the financial and risk management
      considerations presented by the particular property when debt financing may
      not
      be appropriate or when the Company is trying to avoid exposing its entire
      portfolio to litigation as the result of personal injuries resulting from
      environmental hazards or other unforeseen conditions on the
      property.





The
      Company's policy is to acquire properties primarily for current income. However,
      income from, and appreciation of its properties may be adversely affected by
      general and local economic conditions, neighborhood values, competitive
      overbuilding, weather, casualty losses, and other factors beyond its control.
      The value of real properties may also be affected by the cost of compliance
      with
      regulations and liability under applicable environmental laws, changes in
      interest rates, and the availability of financing. Income properties are also
      adversely affected if a significant number of tenants are unable to pay rent
      or
      if available space cannot be rented on favorable terms.





*Investments
      in Real Estate Securities or other Passive Interests.* From
      time to time, Supreme will also invest in the interests of others primarily
      engaged in real estate activities. The Company will invest in the common stock
      of other public and private real estate operating companies, real estate
      investment trusts, partnerships, or joint ventures. The primary opportunities
      the Company will consider are residential housing developments. The Company's
      acquisition committee will apply the same underwriting criteria as applied
      in
      its direct investments.






**Item
          2.** **Description
          of Property**





***Investment
      Policies***





Investment
      policies are established by the Board of Directors with respect to investing
      in
      real property interests and loans secured by real property. Such policies may
      be
      changed by t he
      directors in response to economic and market conditions without vote of the
      stockholders; however the Board will promptly notify the shareholders in writing
      of any such change in policies. The percentage of assets invested in any one
      type of investment, property, loan, or security is set by the Board of Directors
      during its annual meeting. Under our current investment policy, not more than
      20% of Supreme's total assets may be invested in any one property, loan, or
      security. Currently, we have exceeded this guideline with respect to one
      property which we hold as we have approximately 23% of our current total assets
      invested with that property. We expect this percentage will drop to below 20%
      as
      we develop our business model.





The
      number or amount of mortgages or other loans securing any one piece of real
      property may not exceed 90% of the property's appraised value.





Supreme's
      excess funds are generally held as cash or invested in short-term, highly
      liquid, interest-bearing securities, which may include short-term municipal
      bonds, time deposits, money market funds, commercial paper, and U.S. government
      securities.





4
 *Index*





***Investments
      in Real Estate or other Property Interests.***





Supreme
      acquires real property either directly in fee simple, or indirectly through
      ownership of beneficial interests land trusts or partnerships t h at
      hold
      title to the real property. Supreme believes that, in some cases acquiring
      indirect interests in real property is advantageous because it gives us
      flexibility in addressing the financial and risk management considerations
      presented by the particular property when debt financing may not be appropriate
      or when Supreme is trying to avoid exposing its entire portfolio to litigation
      as the result of personal injuries resulting from environmental hazards or
      other
      unforeseen conditions on the property.





Supreme's
      policy is to acquire properties primarily for current income. However, income
      from, and appreciation of its properties may be adversely affected by general
      and local economic conditions, neighborhood values, competitive overbuilding,
      weather, casualty losses, and other factors beyond its control. The value of
      real properties may also be affected by the cost of compliance with regulations
      and liability under applicable environmental laws, changes in interest rates,
      and the availability of financing. Income properties are also adversely affected
      if a significant number of tenants are unable to pay rent or if available space
      cannot be rented on favorable terms.





To
      help
      to mitigate these risks, our present policy goal is to diversify Supreme's
      portfolio across the different property types, in rapidly-growing suburban
      areas, near large population centers, in different economic regions or
      "belts".





Real
      Estate Investments are recorded at cost, less accumulated depreciation. If
      there
      is an event or change of circumstances that indicates that the basis of a
      property may not be recoverable, then management will assess any impairment
      in
      value by making a comparison of (i) the current and projected operating cash
      flows (undiscounted and without interest charges) of the property over its
      remaining useful life and (ii) the net carrying amount of the property. If
      the
      current and projected operating cash flows are less than the carrying value
      of
      the property, the carrying value would be written down to an amount to reflect
      the fair value of the property.





***Proposed
      Real Estate Acquisitions***





The
      Company plans to acquire a portfolio of hotel properties for a total acquisition
      cost of $105 million, plus transaction costs. The company plans to finance
      the
      transaction by issuing debentures and/or convertible securities through a
      private placement to institutional investors.





The
      properties are located in close proximity to well-known tourist attractions,
      metropolitan airports, business centers, and convention facilities. They are
      affiliated with well-known brands, such as **Holiday
      Inn, Marriott** , and **Hilton
      Hotels.**





**Item
          3.** **Legal
          Proceedings**





The
      Company is not aware of any current, pending, or threatened litigation or
      proceedings that could have a material adverse effect on its results of
      operations, cash flows or financial condition. ****





**Item
          4.** **Submission
          of Matter to a Vote of Security Holders**





No
      matters were submitted during the fourth quarter of the period covered in this
      report to a vote of shareholders.





5
 *Index*





**PART
      II**





**Item
          5.** **Market
          for Common Equity and Related Stockholder
          Matters**





**Market
      Information**





The
      Company’s common stock trades on the Over-the-Counter Bulletin Board (OTCBB)
      under the symbol “SRLT”.





The
      range
      for high and low bids since the stock began trading on March 3, 2005 is $0.025
      -
      $0.40. The last reported price of the Company’s common stock, as of April 8,
      2006, was $0.05.





**Holders**





As
      of
      December 31, 2005, there were approximately 58 holders of record of the
      Company’s common stock.





**Dividends**





The
      Company has not paid any cash dividends since its inception. Any future
      dividends will be subject to the discretion of the Company's Board of Directors
      and will depend upon, among other things, future earnings, the operating and
      financial condition of the Company, its capital requirements, general business
      conditions and other pertinent facts. Therefore, there can be no assurance
      that
      any dividends on the common stock will be paid in the future.





**Securities
      Authorized for Issuance under Equity Compensation Plan**





On
      August
      28, 2004, the Board of Directors adopted and the shareholders approved a Stock
      Option and Restricted Stock Plan. The purpose of the plan is to advance the
      interests of the Corporation by enhancing the ability of the Corporation and
      its
      subsidiaries to attract and retain officers, employees and non-employee
      directors to the Corporation, to reward such individuals for their contributions
      and to encourage them to take into account the long-term interests of the
      Corporation through interests in the Corporation's Common Stock. The Plan
      provides for the grant of options to acquire Stock ("Options"), which may be
      non-qualified stock options ("NQSOs") within the meaning of the Internal Revenue
      Code of 1986, as amended (the "Code"), and awards of Stock subject to certain
      restrictions ("Restricted Stock"). Under the Plan, Restricted Stock consists
      exclusively of (i) Stock subject to performance-based restrictions intended
      to
      comply with the provisions of Section 162(m) of the Code ("Performance-Based
      Restricted Stock) and (ii) Stock awarded to non-employee directors in lieu
      of
      some or all of the cash compensation such directors would otherwise receive
      for
      their service as directors ("Non-employee Director Restricted
      Stock").





6
 *Index*





**EQUITY
      COMPENSATION PLAN INFORMATION**




Plan
                Category
            Number
                of securities to
              be
                issued upon exercise
              of
                outstanding options,
              warrants
                and rights
            Weighted
                average
              exercise
                price of
              outstanding
                options,
              warrants
                and rights
            Number
                of securities
              remaining
                available for
              future
                issuance(a)
            (b)
            (c)Equity
                compensation plans approved by security holders
            16,000,000
            $0.10
            34,000,000Equity
                compensation plans not approved by security holders
            -0-
            -0-
            -0-Total
            16,000,000
            $0.10
            34,000,000






**Item
      6.** **Management’s
      Discussion And Analysis**





***2005
      Developments***





During
      the period the management continued to shift its focus away from residential
      multi-unit properties to hotel and other hospitality-related properties. We
      sold
      our interests in all of our residential properties and we continue to actively
      pursue opportunities in hotel properties. To better pursue opportunities in
      the
      hospitality sector, the Company moved its corporate headquarters to Orlando,
      Florida in October, 2004.





In
      furtherance of our business strategy to acquire hotel properties, the Company
      seeks to identify excellent candidates that can benefit from our property
      renovation and brand repositioning strategies, creating added value for our
      shareholders.





The
      Company plans to implement an extensive renovation plan to upgrade the
      properties by repositioning them to upscale select service hotels with premium
      brands to generate increased room rates commensurate with the improved quality.
      We have entered into a master hotel management agreement with Expotel
      Hospitality, of New Orleans, LA to provide management and development services
      for the properties upon acquisition.





The
      company has entered into a private placement agency agreement with the
      investment banking firm of DT Securities, Inc., Los Angeles, CA to place up
      to
      $50 million of its convertible securities in a private placement to
      institutional investors. The funds will be used to acquire the hotels and the
      debt will be secured by first mortgages.





7
 *Index*





***Results
      of Operations***





*Revenues
      from Continuing Operations*





Rental
      revenue decreased to $48,405 for the year ended December 31, 2005 compared
      to
      $191,758 for the year ended December 31, 2004. The decrease in rental revenue
      in
      2004 can be attributed to the fact that all of our residential property was
      sold
      during the period.





*Expenses
      from Continuing Operations.*





Total
      expenses from continuing operations decreased from $266,046 for the year
      ended December 31, 2004 to $204,664 for the year ended December 31, 2005, a
      net
      decrease of $61,382.





1.
            Property
                operating expensesdecreased by $73,100 for the year ended December 31, 2005 compared
                to the
                year ended December 31, 2004. This expense decrease is primarily
                attributable to lower operating costs due to the sale of our residential
                properties.


2.
            Property
                Depreciation and Amortizationdecreased by $26,279 for the year ending December 31, 2005 compared
                to the
                same period ending December 31, 2004. This reflects the fact that
                we sold
                our interest in all of our apartment buildings during the period.


3.
            Salaries,
                commissions and employees benefitsremained relatively stable.


4.
            General
                and administrative expensesdecreased by $11,945 for the year ending December 31, 2005 compared
                to the
                same period ending December 31, 2004. This reflects the fact that
                fewer
                expenses were paid to outside parties for legal, accounting, consulting,
                and other fees and expenses for services rendered.


5.
            Other
                Depreciation and Amortizationreflects the depreciation on Office Furniture, Fixtures, and
                Equipment.


6.
            Gain(Loss)
                on Sale of Assetsreflects the loss on the sale of our office furniture and
                equipment.


7.
            Gain(Loss)
                on Sale of Propertiesreflects the loss on the sale of our interests in our apartment
                buildings.





*Net
      Income/Loss from Operations.*





Net
      loss
      from operations for the year ended December 31, 2005 was ($399,875) versus
      net
      loss of ($202,138) for the year ended December 31, 2004. The net loss in 2005
      is
      attributed primarily to losses on the sale of our residential
      properties.





***Liquidity
      and Capital Resources***





For
      the
      years ended December 31, 2005 and December 31, 2004, Supreme's net cash provided
      by operating activities totaled ($499,140)and ($24,156), respectively. This
      change relates directly to a decrease in Supreme's receivables and payment
      of
      mortgages obligations that become payable in 2004.





As
      of the
      year ended December 31, 2005, Supreme's unrestricted cash resources were $69
      as
      compared to $4,126 as of the year ended December 31, 2004. The cash flow from
      our existing properties will not fund our future liquidity requirements. The
      principal source of Supreme's capital has been from funds received from
      operations, the issuance of common stock, and the use of non-recourse debt
      in
      association with the acquisition of its real properties.





Supreme
      intends to use its future capital to increase its liquidity by issuing different
      classes of convertible preferred stock or convertible debentures to
      institutional investors in future offerings and by using cash provided from
      operations of its mortgage banking subsidiary and rents from its properties.
      At
      present, Supreme has no plans to increase its borrowings or add any new bank
      debt liabilities. The Company plans to use the proceeds of any debt or equity
      offerings to acquire, renovate, and operate hotel properties. Further, from
      time
      to time the Board of Directors may elect to distribute some of its taxable
      income in the form of dividends to our stockholders. That could limit the amount
      of cash Supreme will have available for other business purposes or to grow
      through the use of retained earnings. Much of Supreme's ability to raise capital
      is dependent upon the relative attractiveness of its shares, and the supply
      of
      shares of competitive real estate entities currently trading in the marketplace.





8
 *Index*





Management
      of believes that it has identified a unique niche in its market by acquiring
      "distressed" properties from banks and other lending institutions. "Distressed"
      properties are properties that are not being operated at optimal
      efficiency.





Cash
      provided by operations, equity transactions, and borrowings from lending
      institutions have generally provided the primary sources of liquidity to
      Supreme. Historically, Supreme has used these sources to fund operating expenses
      and to satisfy its debt service obligations.





Management
      believes that there are material trends, events, or uncertainties that are
      reasonably likely to have a material impact on the company's short-term or
      long-term liquidity or significant items of income or loss arising from
      continued operations. The acquisitions of hotels are likely to produce material
      changes in line items on the company’s financial statements, financial
      condition, and its results of operations.





***Off-balance
      sheet arrangements***





Supreme
      does not have any off-balance sheet arrangements that have or are reasonably
      likely to have a current or future effect on its financial condition, changes
      in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to its
      stockholders.





9
 *Index*





**Item
          7.** **Financial
          Statements**




2301
        SOUTH JACKSON STREET, SUITE 101-G
 SEATTLE,
        WASHINGTON 98144
 (206)
        328-8554 FAX(206) 328-0383
 
 **INDEPENDENT
        AUDITORS REPORT**
 
 
 To
        the
        Board of Directors
 Supreme
        Realty Investments, Inc., Inc.
 
  I
          have
          audited the accompanying balance sheets of Supreme Realty Investments,
          Inc.,
          Inc. as of December 31, 2005 and 2004, and the related statements of operations
          and retained earnings, stockholders’ equity and cash flows for the years ended
          December 31, 2005 and 2004. These financial statements are the responsibility
          of
          the Company’s management. My responsibility is to express an opinion on these
          financial statements based on my audit.
 
 I
          conducted my audit in accordance with the standards in the Public Company
          Accounting Oversight Board (United States). Those standards require that
          I plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. 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. I believe that my audit provides a reasonable
          basis for my opinion.
 
 In
          my
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Supreme Realty Investments,
          Inc.,
          Inc., as of December 31, 2005 and 2004, and the results of its operations
          and
          cash flows for the years ended December 31, 2005 and 2004 in conformity
          with
          generally accepted accounting principles in the United States of
          America.
 
 The
          accompanying financial statements have been prepared assuming the Company
          will
          continue as a going concern. As discussed in the Note #14 to the financial
          statements, the Company has experienced losses for several years. This
          raises
          substantial doubt about its ability to continue as a going concern. Management’s
          plan in regard to these matters is also described in Note #14. The financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
 
 **George
        Stewart**
 Seattle,
        Washington
 April
        10,
        2006


10
 *Index*




**CONSOLIDATED
      STATEMENT OF FINANCIAL POSITION**


**As
      of**





***31-Dec***
            
            *31-Dec****2005***
            
            *2004***ASSETS:***Current
                Assets:*Cash
                or Cash Equivalents
            
            
            **69**
            
            
            4,126Accounts
                Receivable
            
            
            **-**
            
            
            7,379***Total
                Current Assets***
            
            
            **69**
            
            
            11,504*Real
                Estate Investments*Existing
                Properties
            
            
            **-**
            
            
            1,466,000New
                Acquisitions
            
            
            **-**
            
            
            -Gross
                Properties
            
            
            
            
            
            1,466,000Less:
                Accumulated Depreciation
            
            
            
            
            
            (133,768
            )Land
                and Other Non-Depreciable Property
            
            
            
            
            
            -***Total
                Real Estate Investments***
            
            
            
            
            
            1,332,232*Other
                Assets:*Goodwill
                & Other Intangibles
            
            
            
            
            
            -Less:
                Amortization
            
            
            
            
            
            -Furniture,
                Fixtures, and Equipment
            
            
            
            
            
            11,662Less:
                Accumulated Depreciation
            
            
            
            
            
            (7,002
            )***Total
                Other Assets***
            
            
            
            
            
            4,660**TOTAL
                ASSETS**
            
            
            **69**
            
            
            1,348,397**LIABILITIES:**Current
                Liabilities
            
            
            **10,000**
            
            
            143,453Notes
                Payable
            
            
            **-**
            
            
            -Mortgages
                Payable
            
            
            **-**
            
            
            835,000Total
                Liabilities
            
            
            **10,000**
            
            
            978,453**STOCKHOLDERS'
                EQUITY**Common
                Stock,*$.001
                par value, 200,000,000 authorized, 5,000,000
                outstanding*
            
            
            **5,000**
            
            
            30,000Additional
                Paid-In Capital
            
            
            **668,146**
            
            
            623,146Retained
                Earnings(Deficit)
            
            
            **(683,078**
            **)**
            
            (283,202
            )Less:
                Treasury Stock
            
            
            **-**
            
            
            -Total
                Stockholders' Equity
            
            
            **(9,931**
            **)**
            
            369,944**TOTAL
                LIABILITIES & STOCKHOLDERS' EQUITY**
            
            
            **69**
            
            
            1,348,397


11
 *Index*


**CONSOLIDATED
      STATEMENT OF EARNINGS**


**For
      the Fiscal Year Ended**


**December
      31**





***2005***
            
            ***2004*****REVENUES:**Revenues
                from Rental Properties
            
            
            **1,273**
            
            
            **48,405**Revenues
                from Mortgage Banking
            
            
            **-**
            
            
            **-**Revenues
                from Realty & Management
            
            
            **-**
            
            
            **15,000****TOTAL
                REVENUES:**
            
            
            **1,273**
            
            
            **63,405****PROPERTY
                OPERATING EXPENSES:**Real
                Estate Taxes
            
            
            **-**
            
            
            **5,739**Mortgage
                Interest
            
            
            **77,324**
            
            
            **77,322**Operations
                and Maintenance
            
            
            **7,379**
            
            
            **48,463**Property
                Depreciation
            
            
            **32,000**
            
            
            **58,279****Total
                Property Expenses**
            
            
            **116,703**
            
            
            **189,803****GENERAL
                EXPENSES:**Salaries,
                Commissions, & Employee Benefits
            
            
            **32,395**
            
            
            **33,418**General
                & Administrative Expenses
            
            
            **38,449**
            
            
            **50,394**Depreciation
                & Amortization
            
            
            **2,189**
            
            
            **2,189****Total
                General Expenses**
            
            
            **73,033**
            
            
            **86,001****TOTAL
                EXPENSES**
            
            
            **189,736**
            
            
            **275,804****INCOME
                BEFORE INVESTMENT ACTIVITIES**
            
            
            (188,463
            )
            
            (212,399
            )Gain(Loss)-on
                Sale of Assets
            
            
            (2,472
            )
            
            **4,200**Gain(Loss)-on
                Forgiveness of Debt
            
            
            **-**
            
            
            **-**Gain(Loss)-on
                Sale of Properties
            
            
            (208,940
            )
            
            **6,061****NET
                INCOME(LOSS)***Before
                Taxes & Extraordinary Items*
            
            
            (399,875
            )
            
            (202,138
            )Provision
                for Income Taxes
            
            
            **-**
            
            
            **-**Extraordinary
                Gains(Losses)
            
            
            **-**
            
            
            **-****NET
                INCOME(LOSS)**
            
            
            (399,875
            )
            
            (202,138
            )*Weighted
                Average Common Shares Outstanding*
            
            
            **4,184,000**
            
            
            **2,288,120****NET
                INCOME per Common Share**
            
            
            ($0.10
            )
            
            ($0.09
            )**NET
                INCOME per Common Share-Fully Diluted**
            
            
            ($0.10
            )
            
            ($0.09
            )




12
 *Index*


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**For
      the Fiscal Year Ended**


**December
      31**





***2005***
            
            *2004***CASH
                FLOW FROM OPERATING ACTIVITIES:**Net
                Income
            
            
            **(399,875**
            **)**
            
            (202,138
            )*Adjustments
                to reconcile net income to cash provided by**operating
                activities*Depreciation
                and Amortization
            
            
            **34,189**
            
            
            60,468Provision
                for Income Taxes
            
            
            **-**
            
            
            -(Increase)
                Decrease in Receivables
            
            
            **-**
            
            
            2,221(Increase)
                Decrease in Prepaid Expenses
            
            
            **-**
            
            
            -Increase
                (Decrease) in Current Liabilities
            
            
            **(133,453**
            **)**
            
            115,293**Net
                Cash from Operating Activities**
            
            
            **(499,140**
            **)**
            
            (24,156
            )**CASH
                FLOW FROM INVESTING ACTIVITIES:**Purchases
                of Furniture, Fixtures, & Equipment
            
            
            **-**
            
            
            -Purchases
                of Real Estate Improvements
            
            
            **-**
            
            
            -*Proceeds
                from the Sale of:**Gain
                on Sale of Property*
            
            
            **-**
            
            
            6,061*Real
                Estate Improvements*
            
            
            **779,184**
            
            
            450,000*Land*
            
            
            **550,899****Net
                Cash from Investing Activities**
            
            
            **1,330,083**
            
            
            456,061**CASH
                FLOW FROM FINANCING ACTIVITIES:***Proceeds
                from the Issuance of:*MortgagesCommon
                Stock*Payments
                for:*Debt
                Repayment
            
            
            **(835,000**
            **)**
            
            (412,000
            )**Net
                Cash from Financing Activities**
            
            
            **(835,000**
            **)**
            
            (431,045
            )Net
                Change In Cash
            
            
            **(4,057**
            **)**
            
            860Cash
                Balance, January 1
            
            
            **4,126**
            
            
            3,266**Cash
                Balance, December 31**
            
            
            **69**
            
            
            4,126




13
 *Index*


**STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY**





*Common
                Stock*
            
            *Additional*
              *paid
                in*
            
            *Retained*
            
            *Treasury*
              *Stock*
            
            *Stock
                Subscriptions*
            
            *Total
                Stockholders’**Shares*
            
            
            *Amount*
            
            
            *Capital*
            
            
            *Earnings*
            
            
            *(common)*
            
            
            *Receivable*
            
            
            *Equity***Balance,
                December 31, 2004**
            
            
            **30,000,000**
            
            
            **30,000**
            
            
            **623,146**
            
            
            **(283,202**
            **)**
            
            **-0-**
            
            
            
            
            
            **369,944**Common
                Stock Subscribed
            
            
            16,000,000
            
            
            16,000
            
            
            1,584,000
            
            
            
            
            
            
            
            
            (1,600,000
            )
            
            -Net
                Income
            
            
            
            
            
            
            
            
            
            
            
            (399,875
            )
            
            
            
            
            
            
            
            (399,875
            )1-10
                Reverse Stock Split
            
            
            (41,400,000
            )
            
            (41,400
            )
            
            41,400
            
            
            
            
            
            
            
            
            
            
            
            -Common
                Stock Subscribed
            
            
            400,000
            
            
            400
            
            
            39,600
            
            
            
            
            
            
            
            
            (40,000
            )Stock
                Subscriptions Paid
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            20,000
            
            
            20,000Stock
                Subscriptions Cancelled
            
            
            
            
            
            
            
            
            (1,620,000
            )
            
            
            
            
            
            
            
            1,620,000
            
            
            -**Balance,
                December 31, 2005**
            
            
            **5,000,000**
            
            
            **5,000**
            
            
            **668,146**
            
            
            **(683,078**
            **)**
            
            **-0-**
            
            
            **-0-**
            
            
            **(9,931**
            **)**




14
 *Index*


**NOTES
      TO FINANCIAL STATEMENTS**




**1.**
            **Summary
                of Significant Accounting Policies**




***Basis
      of Presentation***




A
      summary
      of the significant accounting policies of Supreme Realty Investments, Inc.
      ("the
      Company") is presented to assist in understanding the Company's financial
      statements. The financial statements and notes are representations of the
      Company's management which is responsible for their integrity and objectivity.
      The accounting policies used conform to generally accepted accounting principles
      which have been consistently applied in the preparation of these financial
      statements. The financial statements herein are presented using the accrual
      basis of accounting.




***Nature
      of Operations***




Supreme
      Realty Investments, Inc. is a real estate operating company primarily engaged
      in
      the acquisition, operation, and disposition of real properties and loans secured
      by real properties.




The
      Company acquires hotel properties either directly in fee simple, or indirectly
      through ownership of beneficial interests in land trusts or partnerships that
      hold title to the real property. The Company believes that, in some cases
      acquiring indirect interests in real property is advantageous because it gives
      us flexibility in addressing the financial and risk management considerations
      presented by the particular property when debt financing may not be appropriate
      or when the Company is trying to avoid exposing its entire portfolio to
      litigation as the result of personal injuries resulting from environmental
      hazards or other unforeseen conditions on the property.




The
      Company's policy is to acquire properties primarily for current income. However,
      income from, and appreciation of its properties may be adversely affected by
      general and local economic conditions, neighborhood values, competitive
      overbuilding, weather, casualty losses, and other factors beyond its control.
      The value of real properties may also be affected by the cost of compliance
      with
      regulations and liability under applicable environmental laws, changes in
      interest rates, and the availability of financing. Income properties are also
      adversely affected if a significant number of tenants are unable to pay rent
      or
      if available space cannot be rented on favorable terms.




**2.**
            **Principles
                of Consolidation and Estimates**




The
      accompanying Consolidated Financial Statements include the accounts of the
      Company and its wholly-owned subsidiary. All significant intercompany balances
      and transactions have been eliminated in consolidation.




Generally
      accepted accounting principles ("GAAP") requires the Company's management to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities, the disclosure of contingent assets and liabilities, and the
      reported amounts of revenues and expenses during a reporting period. The most
      significant assumptions and estimates relate to the valuation of real estate,
      depreciable lives, revenue recognition, and the recoverability of trade accounts
      receivable. The application of these estimates requires the exercise of judgment
      as to future uncertainties and, as a result, actual results could differ from
      these estimates.




15
 *Index*




**3.**
            **Real Estate
              Investments**




Real
      Estate Investments are recorded at cost, less accumulated depreciation. If
      there
      is an event or change of circumstances that indicates that the basis of a
      property may not be recoverable, then management will assess any impairment
      in
      value by making a comparison of (i) the current and projected operating cash
      flows (undiscounted and without interest charges) of the property over its
      remaining useful life and (ii) the net carrying amount of the property. If
      the
      current and projected operating cash flows are less than the carrying value
      of
      the property, the carrying value would be written down to an amount to reflect
      the fair value of the property.




Depreciation
      has been computed using the straight-line method over the estimated useful
      lives
      of 27.5 years.




Expenses
      for maintenance and repairs are charged to operations as incurred. Significant
      renovations are capitalized.




During
      the fourth quarter of the fiscal year, the company sold all of its interests
      in
      its residential properties. A tabular summary of that transaction
      follows.




Description
            
            Gross
                amount
              carried
                at
              time
                of sale
            
            Encumbrances
            
            Accumulated
              Depreciation
            
            Sale
                Price
            
            Gain(Loss)
                on Sale12-Unit
                Apartment Bldg
            
            
            600,000
            
            
            480,000
            
            
            89,091
            
            
            480,000
            
            
            ($30,909
            )4-Unit
                Apartment Bldg
            
            
            280,000
            
            
            224,000
            
            
            41,576
            
            
            244,000
            
            $
            5,5766-Unit
                Bldg/ Vacant Lots
            
            
            550,899
            
            
            131,000
            
            
            35,515
            
            
            331,777
            
            
            ($183,607
            )TOTALS
            
            $
            1,430,899
            
            $
            835,000
            
            $
            166,182
            
            $
            1,055,777
            
            
            ($208,940
            )






**4.**
            **Revenue
                Recognition**




Rental
      revenues are recognized in the month they are earned.




**5.**
            **Income
                Taxes**




The
      Company and its subsidiary file a consolidated federal income tax
      return.




**6.**
            **Deferred
                Tax Assets, Liabilities, and Valuation
                Allowances**




Management
      has provided for tax loss carry-forwards of $15,691 for 2002, and $74,299 for
      2003, $202,138 for 2004, and 399,875 for 2005. The tax loss carry-forwards
      expire in 2022, 2023, 2024, and 2025 respectively.




**7.**
            **Investment
                in Affiliates**




The
      Company has one wholly-owned subsidiary, Supreme Hotel Properties, Inc., of
      which it owns 100% of the outstanding common stock. SFAS 94 requires investments
      in companies in which the parent company has the ability to influence operations
      and finances to be accounted for by the consolidation method.




**8.**
            **Recent
                Accounting Pronouncements**




In
      August
      2001, the FASB issued Financial Accounting Standard No. 144, "Accounting for
      the
      Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 establishes
      a model for measurement and reporting the impairment of assets to be disposed
      of
      by sale and addresses accounting for a segment of a business accounted for
      as a
      discontinued operation. SFAS 144 is effective for fiscal years beginning after
      December 15, 2001. SFAS 144 supersedes SFAS 121 and thereby removes Goodwill
      from its scope and eliminates the requirement to allocate Goodwill to long-lived
      assets to be tested for impairment in business segments that are discontinued.
      Supreme has accounted for the write down of the Goodwill associated with its
      discontinued property management segment in accordance with SFAS
      144.




16
 *Index*




In
      December 2002, the FASB issued Financial Accounting Standard No. 148,
      "Accounting for Stock-Based Compensation -Transition and Disclosure" ("FAS
      148"), an Amendment of Financial Accounting Standard No. 123, "Accounting for
      Stock-Based Compensation" ("FAS 123"). FAS 148 amends FAS 123 to provide
      alternative methods of transition for an entity that voluntarily changes to
      the
      fair value based method of accounting for stock-based employee compensation.
      It
      also amends the disclosure provisions of that Statement to require prominent
      disclosure about the effects on reported net income of an entity's accounting
      policy decisions with respect to stock-based employee compensation.




In
      December 1999, the SEC issued SAB 101, "Revenue Recognition in Financial
      Statements." SAB 101 summarizes certain aspects of the staff's views in applying
      generally accepted accounting principles to revenue recognition in financial
      statements. On March 24, 2000 and September 26, 2000, the SEC issued Staff
      Accounting Bulletin No. 101A and No. 101B, respectively, which extend the
      transition provisions of SAB 101 until no later than the fourth quarter of
      fiscal years beginning after December 15, 1999, which would be December 31,
      2005
      for us.




In
      March
      2000, the FASB issued FIN 44, Accounting for Certain Transactions Involving
      Stock Compensation - an Interpretation of APB No. 25, Accounting for Stock
      Issued to Employees". This Interpretation clarifies (a) the definition of
      employee for purposes of applying Opinion 25, (b) the criteria for determining
      whether a plan qualifies as a non-compensatory plan, (c) the accounting
      consequences of various modifications to the terms of a previously fixed stock
      option or award, and (d) the accounting for an exchange of stock compensation
      awards in a business combination. This Interpretation is effective July 1,
      2000,
      but certain conclusions in this Interpretation cover specific events that occur
      after either December 15, 1998, or January 12, 2000. To the extent that this
      Interpretation covers events occurring during the period after December 15,
      1998, or January 12, 2000, but before the effective date of July 1, 2000, the
      effects of applying this Interpretation are recognized on a prospective basis
      from July 1, 2000.


Management
      believes that any other newly required pronouncements are not applicable.





**9.**
            **Current
                Liabilities and Notes
                Payable**




Current
      Liabilities include $10,000 in trade payables.




17
 *Index*




**10.**
            **Mortgages Payable**




N/A




**11.**
            **Common
                Stock Transactions**




During
      the fiscal year, the Board of Directors reduced the number of shares outstanding
      by effecting 1-10 reverse stock split.




To
      date,
      no dividends have been declared or paid.




**12.**
            **Market
                for Common Equity and Related Stockholder
                Matters**




The
      Company’s common stock trades on the Over-the-Counter Bulletin Board (OTCBB)
      under the symbol “SRLT”.





The
      range
      for high and low bids since the stock began trading on March 3, 2005 is $0.025
      -
      $0.40. The last reported price of the Company’s common stock, as of April 8,
      2006, was $0.05.




**13.**
            **Equity
                Compensation Plan**




On
      August
      28, 2004, the Board of Directors adopted and the shareholders approved a Stock
      Option and Restricted Stock Plan. The purpose of the plan is to advance the
      interests of the Corporation by enhancing the ability of the Corporation and
      its
      subsidiaries to attract and retain officers, employees and non-employee
      directors to the Corporation, to reward such individuals for their contributions
      and to encourage them to take into account the long-term interests of the
      Corporation through interests in the Corporation's Common Stock. The Plan
      provides for the grant of options to acquire Stock ("Options"), which may be
      non-qualified stock options ("NQSOs") within the meaning of the Internal Revenue
      Code of 1986, as amended (the "Code"), and awards of Stock subject to certain
      restrictions ("Restricted Stock"). Under the Plan, Restricted Stock consists
      exclusively of (i) Stock subject to performance-based restrictions intended
      to
      comply with the provisions of Section 162(m) of the Code ("Performance-Based
      Restricted Stock) and (ii) Stock awarded to non-employee directors in lieu
      of
      some or all of the cash compensation such directors would otherwise receive
      for
      their service as directors ("Non-employee Director Restricted
      Stock").




**EQUITY
      COMPENSATION PLAN INFORMATION**




Plan
                Category
            Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights
            Weighted
                average exercise price of outstanding options, warrants and
                rights
            Number
                of securities remaining available for future issuance(a)
            (b)
            (c)Equity
                compensation plans approved by security holders
            16,000,000
            0.10
            34,000,000Equity
                compensation plans not approved by security holders
            -0-
            -0-
            -0-Total
            16,000,000
            0.10
            34,000,000




On
      August
      28, 2004, (“Grant Date” and “Measurement Date”) the Company granted options to
      purchase 16,000,000 shares of common stock to officers and non-employee
      consultants in recognition of past services rendered, at an exercise price
      of
      $0.10 per share. Under the provisions of APB 25, the Company estimated the
“fair
      market value” of the shares to be equal to the book value of $0.02 per share.
      Since the exercise price was greater than the fair market value as of the
      measurement date, no compensation cost was incurred by the Company.




18
 *Index*




**14.**
            **Commitments**




*Employment
      Obligations*




The
      Company has entered into automatically renewing, one-year employment agreements
      with its President and Chief Financial Officer. In the event of termination
      other than for cause, the contracted employee will receive a lump sum
      benefit.




*Lease
      Obligations*




The
      company leases office space at 4700 Millennia Blvd- Suite 175, Orlando, Florida
      on a month-to-month basis.




**15.**
            **Contingencies**


None




19
 *Index*





**16.**
            **Material Subsequent
              Events**




The
      Company’s subsidiary, Supreme Hotel Properties, Inc. seeks to enter into formal *Letters
      of Intent* to
      acquire a portfolio of hotel properties. The *Letters
      of Intent* will
      call for the execution of a formal *Real
      Estate Purchase Agreement* for
      each
      property subsequent to the date of these financial statements. The proposed
      acquisition of the properties will necessitate the issuance of new equity and
      debt securities and cause the Company to enter into hotel management and
      franchise agreements with third parties that will have a material impact on
      the
      financial condition of the Company.





The
      Board
      of Directors may also consider proposals for the sale or exchange of a
      controlling interest in the Company to raise capital to further its hotel
      acquisition strategies. This proposed sale or exchange may involve a change
      of
      management control and/or the merger or acquisition of other
      entities.


20
 *Index*


**Item
      8. Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure**





None.








**Item
      8A.   Controls And
      Procedures**





**Evaluation
      of Disclosure Controls and Procedures** .




Our
      Chief
      Executive Officer and Chief Financial Officer have evaluated the effectiveness
      of our disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14
      of the Securities Exchange Act of 1934, as amended) as of a date within ninety
      days of the filing date of this annual report on Form 10-KSB. Based upon their
      evaluation, the Chief Executive Officer and Chief Financial Officer have
      concluded that our disclosure controls and procedures are effective.




**Changes
      in internal controls** .




There
      were no significant changes in Supreme's internal controls or in any factors
      that could significantly affect internal controls subsequent to the date of
      the
      Chief Executive Officer and the Chief Financial Officer's
      evaluation.




**Item
      8B.   Other
      Information**




**Completion
      of Disposition of Assets**




On
      November 23, 2004, the Company sold its interest in a six (6) unit apartment
      building in Chicago, Illinois. The property was sold for $450,000 to a
      non-related party. The proceeds were used to retire existing debt related to
      the
      property.




**PART
      III**




**Item
      9.   Directors, Executive Officers, Promoters,
      and Control Persons Compliance with Section 16(a) of the
      Act**




The
      Company’s Directors and Executive Officers, their ages and positions are as
      follows:


Name
            Age
            PositionThomas
                Elliott
            51
            Chairman
                & Chief Executive OfficerJean
                LeRoy
            38
            President
                & Chief Financial Officer




There
      are
      no family relationships among the directors or officers of the
      Company.




Mr.
      Elliott's background covers a broad spectrum of real estate and development
      activities including master planning, financing, site acquisition, zoning,
      development, management, and sales of several major residential and commercial
      properties throughout the United States. More specifically, over the past 25
      years, his duties have included performing feasibility studies and market
      analysis, arranging mortgage financing, providing contract administration,
      coordinating construction, and property management activities for single- and
      multi-family residential developments, elderly hi-rises, regional shopping
      malls, urban strip centers, and low-rise office complexes.




21
 *Index*




Prior
      to
      acquiring Supreme in April, 2000, Mr. Elliott was employed as:




·
            *Real
                Estate Attorney*(1993-2001); advising clients on the planning, negotiation, and financing
                of real estate transactions.**


·
            *Sr.
                Project Manager,***Mesirow/Stein
                Real Estate Services**,**Inc**.
                (1991-1993); Large real estate development firm. Duties included
                supervision of master planning, financing, site acquisition, zoning,
                and
                development of several major residential and commercial properties
                in
                Chicago, Washington, DC, and St. Louis, MO.


·
            *Assistant
                Commissioner,***City
                of Chicago, - Dept. of Housing**(1989-1991). Local government housing agency. Duties included planning
                and
                oversight of all major multi-family housing rehab projects throughout
                Chicago.




Mr.
      Elliott is a licensed real estate broker who also holds: Doctor of Jurisprudence
      (JD, Real Estate Law) Illinois Institute of Technology Chicago Kent College
      of
      Law; Master of Business Administration (MBA, Finance) Devry University Keller
      Graduate School of Management, Chicago, IL; and Bachelor of Science (BS, Bus.
      Admin/Econ.) Culver-Stockton College, Canton, MO.




Mr.
      Leroy's background includes extensive experience in the design, development,
      implementation, integration, and customization of information technology and
      accounting systems for the financial services, computing, and communication
      industries. Over the past 14 years he has performed these services for several
      Fortune 500 companies and leaders in their respective industries.




Prior
      to
      coming to Supreme in January, 2002 Mr. LeRoy was employed as:




·
            *Systems
                Engineer*,**EMC
                Corp**(2001-2002).; Major information technology firm. Duties included
                design,
                development, implementation, integration, and customization of information
                technology and accounting systems.**


·
            *Management
                Consultant*,**Adventis
                Corp**(1997-2001); Major management consulting firm. Duties included consulting
                for the design and integration of information technology systems
                for**3M
                Corp**(manufacturing), BellSouth Wireless (telecommunications), and**Reuters,
                Inc**(news and information services).




Mr.
      LeRoy
      holds a Bachelor of Science (BS, Electronic Engineering) from Devry University
      and a Master of Business Administration (MBA, Finance) from DePaul
      University.




*Committees
      of the Board*





The
      Company does not have independent directors who chair the audit and compensation
      committees or an "audit committee financial expert" or a nominating
      committee.





*Code
      of Ethics*





The
      Board
      of Directors has adopted a Code of Business Ethics covering all of its officers,
      directors and employees. The Company requires all employees to adhere to the
      Code of Business Ethics in addressing legal and ethical issues encountered
      in
      conducting their work. The Code of Business Ethics requires that the Company’s
      employees avoid conflicts of interest, comply with all laws and other legal
      requirements, conduct business in an honest and ethical manner and otherwise
      act
      with integrity and in the Company's best interest.





*Section
      16(a) Beneficial Ownership Reporting Compliance*





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s directors,
      executive officers and persons who own beneficially more than ten percent of
      the
      Company’s common stock, to file reports of ownership and changes of ownership
      with the SEC. Based solely on the reports received by the company and on written
      representations from certain reporting persons, the Company believes that the
      directors, executive officers and greater than ten percent beneficial owners
      have complied with all applicable filing requirements.





22
 *Index*




**Item
      10.   Executive
      Compensation**




The
      following table provides information about the compensation received during
      the
      last five fiscal years by the Company’s executive officers.


*SUMMARY
                  COMPENSATION TABLE****Long-Term
                  Compensation******Name
                  & Position***
              ***Year***
              ***Annual
                  Compensation***
              ***Awards***
              ***Payouts*****Salary**
              **Bonus**
              **Other**
              **Securities
                  Granted Under****Options/SARS**
              **Restricted**
                **Shares
                  or**
                ******Units**
              **LTIP**
                **Payouts**
              **All
                  Other**
                **Compensation**Thomas
                  Elliott, CEO
              2005
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil
              $
                  32,3952004
              Nil
              Nil
              Nil
              10,000,000
              Nil
              Nil
              28,7582003
              Nil
              Nil
              Nil
              Nil
              6,979,635(1)
              Nil
              13,7652002
              Nil
              Nil
              Nil
              Nil
              6,979,635(1)
              Nil
              Nil2001
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil
              NilJean
                  LeRoy, CFO
              2005
              Nil
              Nil
              Nil
              
              
              Nil
              Nil2004
              Nil
              Nil
              Nil
              4,000,000
              Nil
              Nil
              Nil2003
              Nil
              Nil
              Nil
              Nil
              6,142,078(2)
              Nil
              Nil






(1)
            5,000,000
                shares of Supreme Property, Inc. exchanged for 6,979,635 shares of
                Supreme
                Realty Investments, Inc. in the
                merger.


(2)
            4,000,000
                shares of Supreme Property, Inc. exchanged for 6,142,078 shares of
                Supreme
                Realty Investments, Inc. in the
                merger.




**Item
      11.  Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters**





As
      of
      December 31, 2005, 5,000,000 shares of common stock were outstanding. The
      following table sets forth, as of such date, information with respect to shares
      beneficially owned by:


§
              each
                  person who is known by the Company to be the beneficial owner of
                  more than
                  5% of its outstanding shares of common
                  stock;
 §
              each
                  of the Company’s directors;
 §
              each
                  of the Company’s named executive officers; and
 §
              all
                  of the Company’s directors and executive officers as a
                  group.




Beneficial
      ownership has been determined in accordance with Rule 13d-3 of the Exchange
      Act.
      Under this rule, shares may be deemed to be beneficially owned by more than
      one
      person (if, for example, persons share the power to vote or the power to dispose
      of the shares). In addition, shares are deemed to be beneficially owned by
      a
      person if the person has the right to acquire shares (for example, upon exercise
      of an option) within 60 days of the date of this table. In computing the
      percentage ownership of any person, the amount of shares includes the amount
      of
      shares beneficially owned by the person by reason of these acquisition rights.
      As a result, the percentage of outstanding shares of any person does not
      necessarily reflect the person’s actual voting power.





23
 *Index*




To
      the
      Company’s knowledge, the persons named in the table have sole voting and
      investment power with respect to all shares of common stock shown as
      beneficially owned by them. Unless otherwise indicated, the business address
      of
      the individuals listed is 4700 Millennia Blvd - Suite 175, Orlando, FL
      32839.


Name
                & Address of Beneficial Owner
            No.
                of Shares Beneficially Owned
            %
                of Outstanding Shares**Thomas
                Elliott**
            **2,390,927**
            **48%****Jean
                LeRoy**
            **1,014,208**
            **20%****TOTAL**
            **20,101,348**
            **68%**





**Item
      12.   Certain Relationships and Related Party
      Transactions**




None.




**Item
      13.   Exhibits**




**a.
      Exhibits**




**Exhibit**
              **Number**
            
            **Exhibit
                Title**3.1
            
            Articles
                of Incorporation, (incorporated by reference from our Form S-4 A/12,
                filed
                August 18, 2004)3.2
            
            Articles
                of Amendment (incorporated by reference from our Form S-4 A/12, filed
                August 18, 2004)3.2
            
            Bylaws
                (incorporated by reference from our Form S-4 A/12 Registration Statement,
                filed August 18, 2004)31.1
            
            Certificate
                of CEO/CFO as Required by Rule
                13a-14(a)/15d-1431.2
            
            Certificate
                of CEO/CFO as Required by Rule 13a-14(b) and
                Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter
                63 of
                Title 18 of the United States Code32.1
            
            Certificate
                of CEO as Required by Rule 13a-14(b) and
                Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter
                63 of
                Title 18 of the United States
                Code




**b.
      Reports of Form 8-K** .




None.




**Item
      14. Principal Accountant Fees and
      Services**





*Fees
      Paid to Independent Public Accountants*





The
      following table presents fees for professional audit services rendered by George
      Stewart & Co., CPA’s. for the audit of the Company's annual financial
      statements for the years ended December 31, 2005 and December 31, 2004 and
      fees
      billed for other services rendered by George Stewart & Co., CPA’s. during
      those periods.


Fiscal
                2005
            Fiscal
                2004Audit
                fees (1)
            20,000
            12,000Audit
                Related Fees
            -0-
            -0-Tax
                Fees
            -0-
            -0-All
                Other Fees
            -0-
            -0-**TOTAL**
            **20,000**
            **12,000**





24
 *Index*




(1)
      Audit
      Fees consist of fees billed for professional services rendered for the audit
      of
      the Company's consolidated annual financial statements and review of the interim
      consolidated financial statements included in quarterly reports and services
      that are normally provided by George Stewart & Co., CPA’s in connection with
      statutory and regulatory filings or engagements.





*Policy
      on Pre-Approval of Audit and Non-Audit Services of Independent
      Auditor*





The
      Company’s Board of Directors has adopted a specific policy relating to
      pre-approval of all audit and non-audit services provided by the Company’s
      independent auditors.







**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




**SUPREME
                  REALTY INVESTMENTS, INC.**Date:April
                1, 2006By:
              /s/
                  Thomas ElliottThomas
                  Elliott, Chief Executive Officer/s/
                  Jean LeRoyJean
                  LeRoy, President, Chief Financial
                  Officer




25