UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 6, 2003
Supreme Holdings, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State of other jurisdiction of incorporation or organization)
88-0460457
(I.R.S. Employer Identification Number)
Financial Center, 5056 Westheimer, Suite, 840 Houston, Texas
(Address of Principal Executive Office)
77056
(Zip Code)
Registrant's Executive Office Telephone Number:(713) 621-4799
(page)
Table Of Contents
Item 2: Acquisition of Assets | 3 |
Item 7: Financials | 4 |
Signatures | 7 |
(page)
ITEM 2 Acquisition of Assets
On January 2, 2003 Supreme Holdings, Inc., acquired YCO Holdings, Inc., a Texas corporation, for $166,098.43 in cash and 2,000,000 shares par value $0.0001, restricted, common stock of Supreme Holdings, Inc. United Managers Group, Inc., loaned Supreme Hospitality the cash amount of $166,098.43 for the cash portion of this transaction. The loan is in the form of a demand promissory note and the interest rate is 10%. Supreme Holdings, Inc., issued the 2,000,000 restricted, common shares in exchange for all of the issued and outstanding shares of YCO Holdings, Inc., held by shareholders. After extensive due diligence Supreme Holdings Inc., determined the fair market value of YCO Holdings, Inc., as 4,000,000 shares of its common stock.
3
(page)
Item 7 Financial Statements
YCO Holdings, Inc.
Consolidated Balance Sheet
November 30, 2002
| As of November 30, 2002 |
ASSETS | |
Current Assets | |
Cash | $ -173,759 |
Accounts Receivable |
|
Trade | 337,642 |
Other | 0 |
Unbilled Receivables | 0 |
Accounts receivable | 337,642 |
Less: Allowance for doubtful accounts | -112,000 |
| | |
Total accounts receivable | 225,642 |
Other Current Assets | 10,534 |
Total Current Assets | 62,417 |
| |
|
Property and Equipment (Note 3) | |
Office Furniture & Equipment at Cost Net | 191,812 |
| |
|
Intangible assets, net (Note 4) | 459,888 |
Equity Interest in YCO Svc | 0 |
Equity Interest in YCO, LLC | 0 |
Note receivable-BSP | 0 |
Deferred tax asset (Note 7) | 0 |
Due from affiliates (Note 8) | 0 |
Other | 63,705 |
Total Assets | $777,822 |
| |
|
Liabilities and Stockholders’ Equity | |
Current Liabilities | |
Accounts payable | $294,151 |
Accrued liabilities | 305,289 |
Deferred revenue | 0 |
Notes payable to banks (Note 5) | 122,971 |
Other notes payable | 215,000 |
Other Current Liabilities | 3,707 |
| |
|
Total Current Liabilities | 941,118 |
Long Term liabilities | |
Due to affiliates | 628,759 |
Loans from shareholders (Note 6) | 409,582 |
Total Long Term Liabilities | 1,038,341 |
| |
|
Total Liabilities | 1,979,459 |
Equity | |
Common stock | 1,123 |
Paid in Capital | 3,018,372 |
Retained Earnings | -4,221,132 |
| |
|
Total Equity | -1,201,637 |
| |
|
Commitments (Note 10) |
|
| |
|
Total Liabilities and Equity | 777,822 |
4
(page)
YCO Holdings, Inc.
Consolidated Statement of Operations
For the Eleven Months Ended November 30, 2002
For the Eleven Months Ended November 30, |
| | 2002 |
Revenues | $ 2,380,811 |
Subscribers | |
Management fee income- (Note 10) |
|
MFR, PC | 3,465,466 |
YCOLLC |
0 |
| | |
Total Revenue | 5,846,277 |
| | |
Expenses Direct | |
Payroll and Benefits, Direct | |
Assurance Services Group |
1,348,950 |
Tax Group | 610,188 |
Management Consulting | 839,761 |
Business Development & Delivery |
1,860,939 |
Other | $ 61,435 |
| | |
Other Operating Expenses |
|
Assurance Service Group | (905) |
Tax Group | (30) |
Management Consulting | (784) |
Business Development & Delivery |
378,048 |
Other | 9,917 |
| | |
Total Expenses Direct | 5,107,519 |
| | |
Gross Income | 738,758 |
| | |
Expenses Indirect |
|
SG&A | 1,787,765 |
| | |
Operating Loss | (1,049,007) |
| | |
Other Income/Expenses |
|
Interest Expense | (33,544) |
Other Misc. | (500) |
| | |
Losses before taxes | (1,083,051) |
Tax benefit | 0 |
Net Loss | (1,083,051) |
Beginning accumulated Deficit | (3,138,081) |
Ending Accumulated Deficit | (4,221,132) |
5
(page)
YCO Holdings, Inc.
Consolidated Cash Flow Statement
For the Eleven Months Ended November 30, 2002
| | For the Eleven Months Ended November 30, |
| | 2002 |
Operating Activites | |
Net Loss | $(1,082,796) |
Adjustments to Reconcile Net (Loss) to net cash |
|
Depreciation & Amortization | 237,516 |
| |
|
Changes in Assets and Liabilities |
|
Accounts Receivables | (225,350) |
Other Current Assets | 0 |
Accounts Payable | 202,695 |
Accrued Liabilities | 305,289 |
Other Liabilities | (4,629) |
| |
|
Total Changes in Assets and Liabilities |
278,005 |
| | |
Total Adjustments | $ 515,521 |
Net Cash Provided from Operations | (567,275) |
Investing Activities |
|
Additions to PPE and Intangible Assets | (83,170) |
Change in Due from / Due to Affiliates | 114,204 |
| |
|
Net Cash Provided from Investing | 31,034 |
Financing Activates |
|
Change in Notes Payable | 240,000 |
Loans from Shareholders | 57,692 |
Change in Notes Receivable | 0 |
Issue of Equity | 63,055 |
| |
|
| |
|
NET CASH PROVIDED FROM FINANCING |
360,747 |
Beginning Cash | 962 |
Net Adjustments | (175,494) |
Ending Cash | (174,532) |
6
(page)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Supreme Holdings, Inc.
By/s/ Thomas John Cloud, Jr.
Thomas John Cloud, Jr.
President and CEO
Date: February 5, 2003
7
