SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-KSB

        Annual Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
(Mark One)
[X]     Annual report pursuant to section 13 or 15(d) of the
        Securities Exchange Act of 1934
        For the fiscal year ended June 30, 1999

[ ]     Transition report under section 13 or 15(d) of the
        Securities Exchange Act of 1934
        For the transition period from   to


                 Commission File Number 0-19620

                 REDDI  BRAKE SUPPLY CORPORATION
         (Name of small business issuer in its charter)

      Nevada                                     84-1152135
(State or other jurisdiction of           (I.R.S. Employer I.D. No.)
incorporation or organization)

5882 South 900 East, Suite 202, Salt Lake City, Utah      84121
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code 801-269-9500

Securities registered pursuant to Section 12(b) of the Exchange
Act: None

Securities registered under Section 12(g) of the Exchange Act:

                  $.0001 par value Common Stock
                        (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 report(s), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ]   No [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the 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 ]

The issuer's revenue for its most recent fiscal year was: $ -0-

The aggregate market value of the issuer's voting stock held as
of March 10, 2000, by non-affiliates of the issuers was
$2,035,857.

As of March 20, 2000, issuer had 59,224,952 shares of its no par
value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]

Documents incorporated by reference:  None

<PAGE>
                             PART I

Item 1.  Description of Business.

     The Company was incorporated in Nevada on July 13, 1990 as
Franklin Capital, Inc.  On October 17, 1991, the Company changed
its name to Wesco Auto Parts Corporation and again effected a
name change on April 21, 1994 to Reddi Brake Supply Corporation.

     The Company's only significant asset was its wholly owned
(operating) subsidiary RBSC, Inc., (formerly Reddi Brake Supply
Company, Inc.).  The subsidiary filed for Chapter 11 bankruptcy
protection on March 17, 1997.  All of the subsidiary's operating
assets were sold to satisfy claims of creditors.  The
subsidiary's Plan of Reorganization became effective March 22,
1998.  The subsidiary's assets, primarily cash from the sale of
operating assets and notes, were transferred to a Creditors'
Trust and the subsidiary shell was reorganized for the benefit of
creditors.  This resulted in the Company losing the operating
subsidiary, its only tangible asset.

     Since the divestiture of the Company's subsidiary, the
Company has not engaged in any operations.  At the present time,
the Company intends to seek, investigate, and if warranted,
acquire an interest in a business opportunity.  The Company does
not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry.  The Company
has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such
opportunities, economic conditions and other factors.

     The selection of a business opportunity in which to
participate is complex and extremely risky and will be made by
management in the exercise of its business judgment.  There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

     The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which will, in all probability, act without the
consent, vote, or approval of the Company=s shareholders.

Sources of Opportunities

     It is anticipated that business opportunities may be
available to the Company from various sources, including its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.

     The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained.  In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.

Criteria

     The Company will not restrict its search to any particular
business, industry or geographical location.  The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development.  The Company may enter
into a business or opportunity involving a Astart up@ or new
company.  The Company may acquire a business opportunity in
various stages of its operation.

     In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product

                             2
<PAGE>
or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.

     In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements; the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of the management; the potential for
further research, development or exploration; the potential for
growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, trade or
service marks, name identification; and other relevant factors.

     Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.

Methods of Participation of Acquisition

     Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected.  Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction.  The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.

Procedures

     As part of the Company=s investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.

     The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.

Competition

     The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity.  The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.

Employees

     The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.

Item 2.  Description of Property.

     The Company does not own any property.  The Company
currently utilizes office space, free of charge, from officers
and directors of the Company.

                             3
<PAGE>
Item 3.  Legal Proceedings.

     McCormick, et al., v. Reddi Brake Supply Corp., et al,
L.A.S.C. Case No. BC 180840.  On November 6, 1997, the above
action was filed in the Los Angeles County Superior Court as a
class action on behalf of all persons or entities who bought
common stock of Reddi Brake Supply Corporation prior to March 23,
1996 and/or who bought or sold such stock thereafter until August
13, 1996.  The complaint assets causes of action for breach of
fiduciary duty by officers and directors and conspiracy to
manipulate the price of the common stock of the Company and
concealment thereof.  Reddi Brake has denied and continues to
deny all of the claims and contentions alleged in the complaint.
The parties to the litigation have entered into a Stipulation of
Settlement dated May 21, 1999, dismissing the litigation with
prejudice.  The Stipulation of Settlement provides that the
Plaintiffs will release the Company from a $20 million judgement
if the Company and individual defendants assign any and all
rights for insurance coverage to the Plaintiffs.  As of the date
of this report, the settlement offer remains pending.

     Maremont Corporation v. McGorrian, et al.  The Company
settled the referenced litigation in October, 1999 for 150,000
shares of common stock of the Company.

     Standard Motor Products v. McGorrian, et al. The Company
settled the referenced litigation in October, 1999 for 850,000
shares of common stock of the Company.

     Sheerin v. McCorrian, Birin and Reddi Brake Supply
Corporation, L.A.S.C. Case No. BC 186930.  On March 3, 1998, the
above action was filed in the Los Angeles County Superior Court
alleging breach of contract, breach of fiduciary duty, fraud,
negligent misrepresentation, violation of federal securities laws
and violation of California securities laws.  The Company has
denied and continues to deny all of the claims and contentions
alleged in the complaint.  The parties have been negotiating a
settlement agreement which remains unresolved as of the date of
this report.

Item 4.  Submission of Matters to a Vote of Securities Holders.

     No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.

                             PART II

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

     The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "REDIE". As of
February 10, 2000, the Company had 626 shareholders holding
59,224,952 shares of common stock. Of the issued and outstanding
common stock, 53,129,779 are free trading, the balance are
restricted stock as that term is used in Rule 144.

     The following quotations, as provided by the National
Quotation Bureau, represent prices between dealers and do not
include retail markup, markdown or commission.  In addition,
these quotations do not represent actual transactions.
                             CLOSING BID       CLOSING ASK
                         HIGH      LOW       HIGH      LOW

1998
First Quarter           .035      .002      .042      .0025
Second Quarter          .015      .005      .017      .007
Third Quarter           .0065     .003      .0075     .004
Fourth Quarter          .003      .002      .0045     .0025

1999
First Quarter           .0085     .002      .01       .0029
Second Quarter          .018      .004      .021      .006
Third Quarter           .01       .005      .013      .006

                             4
<PAGE>
Fourth Quarter          .005      .003      .007      .005

2000
Jan. 3 through          .0625     .003      .067      .005
March 10

     The Company has never declared a dividend on its Common
Stock.  The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such
dividends in the foreseeable future. The Company's ability to pay
dividends is subject to limitations imposed by Nevada law. Under
Nevada law, dividends may be paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay
its debts as they become due in the usual course of business.

Item 6.  Management's Discussion and Analysis or Plan of
Operation.

     The Company has $9,183 in cash and $12,756 in accounts
receivable for total current assets of $21,939.  Other assets
include $2,034 in securities available for sale and $262,261 in
convertible debt offering costs.  The Company has current
liabilities in the amount of $10,441,744 which include $45,154 in
accounts payable, $6,900,000 in the form of a subordinated
convertible debt and $3,496,590 in accrued interest payable on
the convertible debt.

     The Company did not generate any revenue during fiscal year
1999.  The Company has no material commitments for capital
expenditures for the next twelve months.

     The Company is currently in negotiations with the debenture
holders to settle the debt.  The Company believes that its
current cash needs can be met with the cash on hand for at least
the next twelve months.  However, should the Company obtain a
business opportunity, it may be necessary to raise additional
capital.  This may be accomplished by loans from the principals
of the Company, debt financing, equity financing or a combination
of financing options.

Item 7.  Financial Statements.

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.

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

     None.

                            PART III

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

     The following tables sets forth as of March 10, 2000, the
name, age, and position of each executive officer and director
and the term of office of each director of the Company.

     Name            Age  Position                 Director or Officer Since

John Chymboryk       46   President and Director   February 2000

Kip Eardley          40   Secretary/Treasurer and  February 2000
                          Director

     All Directors hold their positions for one year or until
their successors are duly elected and qualified.  All officers
holds their positions at the will of the Board of Directors.

                             5
<PAGE>
     Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:

     John Chymboryk, President and Director.  Mr. Chymboryk
received his bachelor's degree with an emphasis in accounting and
economics in 1982.  Following graduation he worked for a large
international accounting firm until 1984.  He then taught courses
in finance, marketing and management in the business departments
of a Community College from 1984 to 1992.  Concurrent with his
teaching experience, Mr. Chymboryk operated an accounting
business that specialized in preparing financial statements, tax
returns and business plans for small businesses.  Mr. Chymboryk
co-founded a company that specialized in marketing, customer
retention and management training.  Mr. Chymboryk served as Vice
President and was responsible for the financial operations and in
developing and delivering management training.  Mr. Chymboryk was
instrumental in designing and presenting the sales management
workshop that was contracted with Lexus, the Toyota Motor
Corporation luxury car line.  In 1997, Mr. Chymboryk  was
involved in designing, developing and implementing a new
application that assists companies in following up and retaining
their existing customer base.

     Kip Eardley, Secretary/Treasurer and Director.  Since 1989,
Mr. Eardley has been self employed as the president and owner of
Capital Consulting of Utah, Inc. which is a consulting firm to
various public and private companies.  Mr. Eardley is also
president and director of Holmes Microsystems, Inc., a publicly
traded corporation.

     To the knowledge of management, during the past five years,
no present or former director, executive officer or person
nominated to become a director or an executive officer of the
Company:

     (1) filed a petition under the federal bankruptcy laws or
     any state insolvency law, nor had a receiver, fiscal agent
     or similar officer appointed by a court for the business or
     property of such person, or any partnership in which he was
     a general partner at or within two years before the time of
     such filing, or any corporation or business association of
     which he was an executive officer at or within two years
     before the time of such filing;

     (2) was convicted in a criminal proceeding or named subject
     of a pending criminal proceeding (excluding traffic
     violations or other minor offenses);

     (3) was the subject of any order, judgment or decree, not
     subsequently reversed, suspended or vacated, of any court of
     competent jurisdiction, permanently or temporarily enjoining
     him from or otherwise limiting, the following activities;
     (i) acting as a futures commission merchant, introducing
     broker, commodity trading advisor, commodity pool operator,
     floor broker, leverage transaction merchant, associated
     person of any of the foregoing, or as an investment advisor,
     underwriter, broker or dealer in securities, or as an
     affiliate person, director or employee of any investment
     company, or engaging in or continuing any conduct or
     practice in connection with such activity; (ii) engaging in
     any type of business practice; or (iii) engaging in any
     activity in connection with the purchase or sale of any
     security or commodity or in connection with any violation of
     federal or state securities laws or federal commodities
     laws;

     (4) was the subject of any order, judgment, or decree, not
     subsequently reversed, suspended, or vacated, of any federal
     or state authority barring, suspending, or otherwise
     limiting for more than 60 days the right of such person to
     engage in any activity described above under this Item, or
     to be associated with persons engaged in any such activity;

     (5) was found by a court of competent jurisdiction in a
     civil action or by the Securities and Exchange Commission to
     have violated any federal or state securities law, and the
     judgment in such civil action or finding by the Securities
     and Exchange Commission has not been subsequently reversed,
     suspended, or vacated

     (6) was found by a court of competent jurisdiction in a
     civil action or by the Commodity Futures Trading Commission
     to have violated any federal commodities law, and the
     judgment in such civil action or finding by the Commodity
     Futures Trading Commission has not been subsequently
     reversed, suspended or vacated.

                             6
<PAGE>
Item 10.  Executive Compensation.

     No compensation has been paid to any officer or director of
the Company in the past three years.  There are no compensatory
plans or arrangements, including payments to be received from the
Company, with respect to any officers or directors of the Company
which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of
such person's employment with the Company, or any change in
control of the Company, or a change in the person's
responsibilities following a change in control of the Company.

Item 11.  Security Ownership of Certain Beneficial Owners and
Management.

     The following table sets forth as of  February 10, 2000, the
name and the number of shares of the Company's Common Stock, par
value. $.0001 per share, held of record, or was known by the
Company to own beneficially, more than 5% of the 59,224,952
issued and outstanding shares of the Company's Common Stock, and
the name and shareholdings of each director and of all officers
and directors as a group.

Title of  Name and Address of          Amount and Nature of     Percentage of
Class     Beneficial Owner             Beneficial Ownership     Class

Common    John Chymboryk (1)            -0-                         -0-
          5882 S. 900 E., Suite 202
          Salt Lake City,  UT  84121

Common    Kip Eardley (1)               -0-                         -0-
          5882 S. 900 E., Suite 202
          Salt Lake City,  UT  84121


Common    Officers, Directors and       -0-                         -0-
          Nominees as a Group:
          2 persons


(1)  Officer and/or director of the Company.

Item 12.  Certain Relationships and Related Transactions.

     The Company utilizes office space provided by the officers
and directors of the Company at no charge to the Company.

Item 13.  Exhibits and Reports on Form 8-K.

     Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the
last calendar quarter of 1999.

Exhibits

     Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.

Exhibit No.   SEC Ref. No.    Title of Document                     Location
1              (3)(i)         Articles of Incorporation             Attached
2              (3)(i)         Articles of Amendment to the
                              Articles of Incorporation             Attached

                             7
<PAGE>
3              (3)(i)         Articles of Amendment to the
                              Articles of Incorporation            Attached
4              (3)(i)         Articles of Amendment to the
                              Articles of Incorporation            Attached
5              (3)(i)         Articles of Amendment to the
                              Articles of Incorporation            Attached
6              (3)(i)         Articles of Amendment to the
                              Articles of Incorporation            Attached
7              (3)(ii)        By Laws                              Attached
8              (10)           Asset Purchase Agreement             Attached
9              (10)           Lease Agreement                      Attached
10             (99)           Order Confirming Plan of
                              Reorganization                       Attached
11             (27)           Financial Data Schedule              Attached

                             8
<PAGE>
                       SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                              REDDI BRAKE SUPPLY CORPORATION

Date: March 22, 2000          By:/s/ John Chymboryk
                                     President


Date: March 22, 2000          By: /s/ Kip Eardley
                                      Chief Financial Officer

     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


Date: March 22, 2000          By: /s/ John Chymboryk
                                      Director


Date: March 22, 2000          By: /s/ Kip Eardley
                                      Director
                             9
<PAGE>
                 REDDI BRAKE SUPPLY CORPORATION
                  (A Development Stage Company)

                      Financial Statements

                          June 30, 1999

                            CONTENTS


Independent Auditors' Report                                  F-2

Balance Sheet                                                 F-3

Statements of Operations                                      F-4

Statement of Stockholders' Equity                             F-5

Statement of Cash Flows                                       F-6

Notes to the Financial Statements                           . F-7

                             F-1
<PAGE>


Board of Directors
Reddi Brake Supply Corporation
Salt Lake City, Utah

       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We  have  audited the accompanying balance sheet of  Reddi  Brake
Supply Corporation  (development stage company) at June 30,  1999
and  the  related statements of operations, stockholders' equity,
and  cash flows for the  years ended June 30, 1999  and 1998  and
the  period July 1, 1997 (date of inception of development stage)
to   June   30,  1999.    These  financial  statements  are   the
responsibility of the Company's management. Our responsibility is
to  express an opinion on these financial statements based on our
audits.

We  conducted  our  audits in accordance with generally  accepted
auditing  standards. Those standards require  that  we  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  balance  sheet presentation. We  believe  that  our
audits provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of   Reddi  Brake Supply Corporation  at June 30, 1999   and  the
results of  operations, and  cash flows for the  years ended June
30,  1999 and 1998 and the period July 1, 1997 (date of inception
of  development  stage)  to June 30, 1999,   in  conformity  with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that  the  Company will continue as a going concern. The  Company
has  suffered recent substantial  losses  and does not  have  the
necessary  working  capital  for any future  planned  activity  ,
which  raises substantial doubt about its ability to continue  as
a  going  concern. Management's plans in regard to these  matters
are  described  in  Note  8. These financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.


Salt Lake City, Utah
March 17, 2000

                             F-2
<PAGE>
               REDDI  BRAKE  SUPPLY  CORPORATION
                  (Development Stage Company)
                         BALANCE SHEET
                          June 30, 1999



ASSETS

CURRENT ASSETS

 Cash                                                          $     9,183
    Accounts receivable                                             12,756

     Total Current Assets                                           21,939

OTHER ASSETS

 Securities - available for sale - Note 3                            2,034
 Convertible debt offering costs - net of amortization - Note 4    262,261

                                                               $   286,234
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Accounts payable                                           $   45,154
 Subordinated convertible debt -  Note 4                        6,900,000
 Accrued interest payable - convertible debt - Note 4           3,496,590

        Total Current Liabilities                              10,441,744

STOCKHOLDERS' EQUITY

  Preferred stock
   2,500,000 shares authorized at $0.0001 par value;
   60,000 shares issued and outstanding - Note 5                  682,856
 Common stock
   75,000,000  shares  authorized  at  $0.0001  par   value;
   58,224,952 shares issued and outstanding                         5,823
 Capital in excess of par value                                36,492,880
    Accumulated deficit - Note 1                              (47,337,069)

    Total Stockholders'  Deficiency                           (10,149,510)
                                                                  286,234
  The accompanying notes are an integral part of these financial statements.

                             F-3
<PAGE>
                   REDDI  BRAKE  SUPPLY  CORPORATION
                      (Development Stage Company)
                        STATEMENTS OF OPERATIONS
      For the  Years Ended June 30, 1999 and 1998 and the period
 July 1, 1997 (date of inception of development stage) to June 30, 1999

                                                               July 1, 1997
                                     June 30,      June 30,         to
                                        1999         1998      June 30, 1999

REVENUES                           $       -      $       -     $        -

EXPENSES
   Administrative                     16,615         50,011         66,626
   Interest                        1,150,357      1,392,355      2,542,712


NET LOSS -before other losses     (1,166,672)    (1,442,366)    (2,609,338)

LOSS ON LIQUIDATION OF ASSETS
    AND LIABILITIES                        -    (25,223,711)   (25,223,711)


NET LOSS                        $ (1,166,972) $ (26,666,077) $ (27,833,049)

NET LOSS PER COMMON
 SHARE

 Basic                         $   (.02)       $   (.50)

AVERAGE  OUTSTANDING
    SHARES

     Basic                        54,225,000     50,186,949

The accompanying notes are an integral part of these financial statements.

                             F-4
<PAGE>
                   REDDI  BRAKE  SUPPLY  CORPORATION
                         (Development Stage Company)
                STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
Period July 1, 1997 (date of inception of development stage)  to June 30, 1999
[CAPTION]
<TABLE>

                                                                             Capital in
                                   Preferred Stock           Common Stock            Excess of     Accumulated
                                 Shares       Amount      Shares         Amount      Par Value       Deficit
<S>                             <C>        <C>            <C>           <C>       <C>             <C>
Balance July 1,  1997           130,000    $ 1,300,000    50,186,949    $  5,019  $ 35,793,684    $ (19,421,164)


Issuance of common stock for
 redemption of preferred        (70,000)      (700,000)    8,038,003        804        699,196                -

Net operating loss for the year
 ended June 30, 1998                  -              -             -          -              -      (26,666,077)

Net operating loss for the year
 ended June 30, 1999                  -              -             -          -              -       (1,166,972)

Preferred stock dividends
                                      -         82,856             -          -              -          (82,856)


Balance June 30, 1999            60,000      $ 682,856    58,224,952    $ 5,823    $36,492,880    $ (47,337,069)

</TABLE>
The  accompanying  notes are an integral part of  these  financial
statements.

                            F-5
<PAGE>
                REDDI  BRAKE  SUPPLY  CORPORATION
                        (Development Stage Company)
                          STATEMENT OF CASH FLOWS
        For the  Years Ended June 30, 1999  and 1998 and the Period
   July 1, 1997 (date of inception of development stage) to June 30, 1999
[CAPTION]
<TABLE>
                                        June 30,            June 30,       July 1, 1997
                                          1999               1998          to June 30, 1999
<S>
CASH FLOWS FROM
 OPERATING ACTIVITIES
                                      <C>                <C>              <C>
 Net loss                             $ (1,166,972)      $(26,666,077)    $ (27,833,049)

 Adjustments to reconcile net loss to
 net cash provided by operating
 activities

 Changes in accounts payable                7,000             38,154             45,154
 Loss of assets                                 -         25,223,711         25,223,711
 Accrued interest - convertible debt    1,150,358          1,392,354          2,542,712

     Net Cash Used in Operations           (9,614)           (11,858)           (21,472)

CASH FLOWS FROM INVESTING
 ACTIVITIES                                     -                  -                  -

CASH FLOWS FROM FINANCING
 ACTIVITIES                                     -                   -

 Net Increase (Decrease) in Cash           (9,614)            (11,858)          (21,472)

 Cash at Beginning of Period               18,797              30,655            30,655

 Cash at End of Period                 $    9,183         $    18,797         $   9,183

The  accompanying notes are an integral part of  these  financial
statements

                             F-6
<PAGE>
                     REDDI  BRAKE  SUPPLY  CORPORATION
                    NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

The  Company  was  incorporated under the laws of  the  State  of
Nevada  on  July 12, 1990 with name "Franklin Capital, Inc"  with
authorized common stock of 35,000,000 shares with a par value  of
$0.0001 and preferred stock of 2,500,000 shares with a par  value
of $0.0001. On October 24, 1996   the authorized common stock was
increased  to  75,000,000 shares with the  same  par  value.  The
Company  had  several name changes and on April 21, 1994  changed
its name to "Reddi Brake Supply Corporation".

The  principal business activity of the corporation  through  its
subsidiary, Reddi Brake Supply company, Inc.,  has been the  sale
of auto parts, mainly to professional installers, through several
warehouses located throughout the United States.

On March 17, 1997 an involuntary petition in bankruptcy was filed
against  the  subsidiary,  which resulted  in  the  loss  of  the
business  and the warehouses and  as a result of  the  bankruptcy
the Company sustained substantial losses.  After 1997 the Company
had  no  operations  and is considered to be a development  stage
company since that date.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The  Company recognizes income and expenses based on the  accrual
method of accounting.

Dividend Policy

The  Company  has  not   adopted a policy  regarding  payment  of
dividends.

Income Taxes

On  June 30, 1999  the Company  had a  net operating loss   carry
forward  of   $47,334,069. The  tax benefit from the  loss  carry
forward  has been fully offset by a valuation reserve because the
use  of the future tax benefit is doubtful since the Company  has
no  operations  and there has been a substantial  change  in  its
stockholders.   The  net operating loss will expire  starting  in
1998 through 2020.

Basic and Diluted Net Income (Loss) Per Share

Basic  net income (loss) per share amounts are computed based  on
the  weighted  average  number  of shares  actually  outstanding.
Diluted  net  income (loss) per share amounts are computed  using
the   weighted  average  number  of  common  shares  and   common
equivalent shares outstanding as if shares had been issued on the
exercise  of  the  preferred share rights  unless  the   exercise
becomes  antidilutive and then only the basic per  share  amounts
are shown in the report.

                             F-7
<PAGE>


                  REDDI  BRAKE  SUPPLY  CORPORATION
              NOTES TO FINANCIAL STATEMENTS (Continued)



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Financial Instruments

The  carrying  amounts of financial instruments, including  cash,
accounts  receivable,  securities,  and  accounts  payable,   are
considered by management to be their estimated fair values.

Comprehensive Income

The  Company adopted Statement of Financial Accounting  Standards
No. 130. The adoption of this standard had no impact on the total
stockholder's equity on June 30, 1999.

Accounting for Stock-Based Compensation

The   Company  has  adopted  Statement  of  Financial  Accounting
Standards  No.  123  but  has  elected  to  continue  to  measure
compensation  cost under APB 25. The adoption of   FASB  No.  123
has no impact
on the Company's financial statements.

Recent Accounting Pronouncements

The  Company  does not expect that the adoption of  other  recent
accounting pronouncements will
have a material impact on its  financial statements.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial
statements  in  accordance  with  generally  accepted  accounting
principles.  Those estimates and assumptions affect the  reported
amounts  of  the  assets  and  liabilities,  the  disclosure   of
contingent assets and liabilities, and the reported revenues  and
expenses.  Actual results could vary from the estimates that were
assumed in preparing these financial statements.

3.  SECURITIES - AVAILABLE FOR SALE

Securities   consists  of  2,034  shares  of  Micro  Transmission
Systems.  The fair market value is considered to be $2,034.

                             F-8
<PAGE>
                  REDDI  BRAKE  SUPPLY  CORPORATION
              NOTES TO FINANCIAL STATEMENTS (Continued)

4. SUBORDINATED CONVERTIBLE DEBT

On February 9, 1995, the Company completed a private placement of 9%
Adjustable Convertible Subordinated Debentures due 2005 in the amount
of $6.9 million.  Interest on the unpaid principal is payable quarterly
on April 30, July 31, October 31 and January 31 of each year.  The
Company may call the Debentures after January 17, 1998.  The Debentures
are subordinated to all of the obligations due to the Company's bank and
suppliers and are convertible into shares of the Company's Common Stock
at a conversion price or $3.50 per share.  The conversion price is also
subject to the antidilution adjustment.

Any holders of shares issuable upon conversion have demand and piggyback
rights to have the shares registered, at the Company's expense, under the
Securities Act of 1993.

The Company received approximately $6.5 million in net proceeds from the
Placement.  The offering and sale of the securities in the placement
were not registered under the Act, in reliance upon the exemption from
registration provided by Regulation D.  The issuance costs of $400,000 are
being amortized over ten years.

5. PREFERRED STOCK

On March 25, 1996, and April 23, 1996, the Company authorized the issuance
of 400,000 shares of Class A preferred stock at $10 issue price and 550,000
shares of Class B preferred stock at $10 issue price.  Subsequent to the
authorization of the preferred stock, the Company completed private placements
of the 950,000 shares of preferred stock.

The holders of Class A and Class B Preferred Stock are entitled to a cumulative
annual dividend at the rate of four percent of the initial issue price of
$10.00 per share, to accrue quarterly.  The dividends can be paid in cash
or in common stock of the Company at the option of the Compnay, at the
conversion rates outlined below.  The holders of Class A and Class B Preferred
Stock will be entitled to convert these shares into fully paid and
non-assessable shares of the Company's common stock.  This conversion is
derived by dividing the original issue price by eighty percent of the average
per share high closing bid price of the Company's common stock for the five
consecutive trading days ending two days before the conversion date, provided,
however that the maximum conversion rate will be $2.25 and the minimum
conversion rate will be $1.50.

The Company received approximately $8.3 million in net proceeds from the
placements.  The offerings and sale of the Securities in the Placement were
not registered under the Securities Act of 1933, in reliance upon the exemption
from registration provided by Regulation S.

During 1996 and 1997 all of the preferred A and part of the Preferred B shares
were converted into the Company's common stock leaving a balance of 60,000
Preferred B shares outstanding.

                             F-9
<PAGE>
                   REDDI BRAKE SUPPLY CORPORATION
             NOTES TO FINANCIAL STATEMENTS (Continued)


6.  STOCK  WARRANTS

On  June  30,  1999, the Company had  20,000 warrants outstanding
issued  to  Software  License - IDCS, Inc.,  which  entitles  the
holder to purchase one share of Common stock for each warrant  at
an exercise price of $5.00 per share of common stock. The date of
grant  for  the warrants was October 19, 1991 and the  expiration
date is October 18, 2001.

The  market price of the stock on October 18, 1991, the  date  of
grant,  was  $2.44  and therefore no value was  assigned  to  the
warrants.

7.  RELATED PARTY TRANSACTIONS

The  officers  and  directors do not own  any  of  the  Company's
outstanding stock.

8.  GOING CONCERN

The  Company  intends to acquire  interests in  various  business
opportunities which, in the opinion of management, will provide a
profit  to  the  Company, however there is  insufficient  working
capital for any future planned activity.

Continuation of the Company  as a going concern is dependent upon
obtaining  additional working capital and the management  of  the
Company  has  developed  a  strategy,  which  it  believes   will
accomplish  this objective through additional equity funding  and
long   term  debt  which  will  enable  the  Company  to  conduct
operations for the coming year.

There  can be no assurance that they will be successful  in  this
effort.

9.  LEGAL ACTIONS

McCormick, et al., v. Reddi Brake Supply Corporation., et al.

On  November 6, 1997, a class action lawsuit was filed in the Los
Angeles  County  Superior  Court on  behalf  of  all  persons  or
entities who bought common stock of the defendant prior to  March
23,  1996, and/or who bought or sold any shares thereafter  until
August 13, 1996, excluding defendants, their families, employees,
agents  or  assigns.  The complaint asserts causes of action  for
breach  of fiduciary duty by officers and director and conspiracy
to  manipulate   the price of the common stock of the  defendant.
The Reddi Brake Defendants has denied   the claims  plaintiffs in
the  litigation.  The parties to the litigation have entered into
a  Stipulation  of Settlement dated May 21, 1999, dismissing  the
litigation   with  prejudice.   The  Stipulation  of   Settlement
provides that the Plaintiffs will release the Company from a  $20
million judgement if the Company and individual defendants assign
any and all rights for insurance coverage to the Plaintiffs.   As
of the date of this report, the settlement offer remains pending.

                             F-10
<PAGE>

                REDDI  BRAKE  SUPPLY  CORPORATION
            NOTES TO FINANCIAL STATEMENTS (Continued)



9.  LEGAL ACTIONS - continued

Maremont   Corporation v McGorrian, et al.,  and  Standard  Motor
Products v McGorrian et al.

On September 6, 1996, Maremont Corporation filed a lawsuit in the
United  States  District  Court  for  the  Central  District   of
California  against the Company, alleging that the  Company  owes
the  plaintiff  approximately $1.2 million  for  goods  sold  and
delivered  to  the Company.    The lawsuit does  not  name  Reddi
Brake  Supply  Corporation,  but  the  Company's  indemnification
agreements  with the directors obligates the Company  to  support
the defense.

The  Company  settled  the litigation  in  October  1999  by  the
issuance of 1,000,000 common shares.

Sheerin,  et  al.,  v Reddi Brake Supply Corporation,  Birin  and
McGorrian et al.

On  March  3, 1998, Allen J. Sheerin filed a lawsuit in  the  Los
Angeles   County   Superior  Court  against   the   Company   and
specifically  against two former officers and  directors  of  the
Company.   Mr. Sheerin alleges that these officers and  directors
misrepresented  the  financial status of the Company  during  the
time  that  he was negotiating  to buy shares in the Company  and
which resulted in a loss to him of $2,100,000.

The  parties  have been negotiating a settlement agreement  which
remains unresolved  at the report date.
                             F-11
<PAGE>

</TABLE>