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, 2000

[   ]      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 Common Stock held  as
of October 11, 2000 by non-affiliates of the issuer was $778,979.

As  of  October  11, 2000, issuer had 74,999,972  shares  of  its
$.0001 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 continues 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 "start  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 or industry, but  will  be
based  upon  the business objective of seeking long-term  capital
appreciation in the real value of the Company.

                                2
     <PAGE>

     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.

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 asserts 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

                                3
<PAGE>

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  judgment
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.

       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.
However, on October 6, 2000 and subsequent the fiscal year  2000,
the  Preferred  B Stockholders unanimously consented  to  convert
each  share  of Preferred B Stock into 262.917 shares  of  Common
Stock.

                             PART II

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

     The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "REDI".  As of October
11,  2000  the  Company had 634 shareholders  holding  74,999,972
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
Fourth Quarter          .005      .003      .007      .005

2000
First Quarter           .074      .003      .08       .005
Second Quarter          .05       .0152     .058      .02

      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.

                                4
<PAGE>

Recent Sale of Unregistered Securities

      On  June 14, 2000, by resolution of the Board of Directors,
the  Company authorized and issued 2,000,000 shares of a Class  C
Preferred  Stock  with voting rights of 50  votes  per  share  to
Capital  Holdings, LLC ("Capital Holdings") in  consideration  of
$10,000 paid by Capital Holdings for legal debts incurred by  the
Company.   The  securities were sold in  a  private  transaction,
without registration, to Capital Holdings (which is equally owned
by  John Chymboryk and Kip Eardley, directors and officers of the
Company) in reliance on the exemption provided by Section 4(2) of
the Securities Act.  The investor had a pre-existing relationship
with  the  Company  and  had access to all  material  information
pertaining to the Company and its financial condition.  No broker
was involved and no commissions were paid in the transaction.

      On October 6, 2000, by resolution of the Board of Directors
and  unanimous  consent  of  the Preferred  B  Stockholders,  the
Company  converted  60,000  shares  of  Preferred  B  Stock  into
15,775,020  shares  of  Common Stock  at  a  conversion  rate  of
1:262.917.    The  securities  were  exchanged   in   a   private
transaction with an accredited investor, without registration, in
reliance  on  the  exemption provided  by  Section  4(2)  of  the
Securities  Act.  No broker was involved and no commissions  were
paid in the transaction

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

      As of the fiscal year end June 30, 2000 the Company's total
current  assets are $4,226 in cash.  Other assets include  $2,034
in securities available for sale and $222,261 in convertible debt
offering  costs.   The  Company has current  liabilities  in  the
amount   of  $11,352,562,  which  includes  $50,835  in  accounts
payable, $6,900,00 in the form of a subordinated convertible debt
and  $4,401,727  in accrued interest payable on  the  convertible
debt.

      The  Company  did not generate any revenue from  operations
during  fiscal years 2000 and 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 June 30, 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    47   President and Director        February 2000

Kip Eardley       41   Secretary/Treasurer and       February 2000
                       Director

                                5
<PAGE>

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

     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.  Mr. Chymboryk is a director in the following
reporting companies, GTG Holdings, Inc., GTM Holdings, Inc.,
VideoPlex, Inc., Golden Quest, Inc., and Heavenly Hotdog, Inc.

     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., a consulting firm to various
public and private companies.  Mr. Eardley is also a director in
the following reporting companies, Holmes Microsystems, Inc., GTC
Holdings, Inc., GTM Holdings, Inc., VideoPlex, Inc., Golden
Quest, Inc., and Heavenly Hotdog, Inc.

      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
<PAGE>


     (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.

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 October 11, 2000, the
name and the number of shares of the Company's voting stock,
consisting of Common Stock, par value. $.0001, one vote per share
and Class C Preferred stock with voting rights of 50 votes per
share (hereinafter collectively referred to as the "Voting
Stock") held of record, or was known by the Company to own
beneficially, more than 5% of the Company's issued and
outstanding Voting Stock; plus, the name and shareholdings of
each director and of all officers and directors as a group.

<TABLE>
<CAPTION>

                 Name and Address of              Amount and Nature of  Percentage of  Percentage of
Title of Class   Beneficial Owner (1)             Beneficial Ownership      Class       Voting Stock

<C>              <C>                                <C>                      <C>            <C>
Common           CBIC Wood Gundy (London), Ltd      17,297,844 shares        23%            9.8%
                 BCE Place, 10th Floor
                 161 Bay Street
                 Toronto, CN  M5J 2S8

Preferred C      John Chymboryk,(2)(3)               2,000,000 shares       100%           57.1%
                 5882 S. 900 E., Suite 202
                 Salt Lake City,  UT 84121

Preferred C      Kip Eardley, (2)(3)                 2,000,000 shares       100%           57.1%
                 5882 S. 900 E., Suite 202
                 Salt Lake City,  UT  84121

Preferred C      Officers, Directors and Nominees    2,000,000 shares       100%           57.1%
                 as a Group: 2 persons.
</TABLE>


  (1)  For purposes of this table, a beneficial owner is one who,
       directly or indirectly, has or shares with others (a) the power
       to vote or direct the voting of the Voting Stock (b) investment
       power with respect to the Voting Stock which includes the power
       to dispose or direct the disposition of the Voting Stock.

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

  (3)  John Chymboryk and Kip Eardley each own 50% of Capital
       Holdings, which currently holds all 2,000,000 shares of the Class
       C Preferred Stock.

                                7
<PAGE>
Item 12.  Certain Relationships and Related Transactions.

     On June 14, 2000, by resolution of the Board of Directors,
the Company authorized and issued 2,000,000 shares of a Class C
Preferred Stock with voting rights of 50 votes per share to
Capital Holdings, in consideration of $10,000 paid by Capital
Holdings, for legal debts incurred by the Company.  John
Chymboryk and Kip Eardley, both officers and directors of the
Company, jointly own Capital Holdings.  This gives Capital
Holdings control of the Company with a  total of 100,000,000
votes, which is equivalent to fifty seven percent (57%) of all
issued and outstanding Voting Stock.

     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

     A  report on Form 8-K was filed on June 20, 2000.  The  form
reported  that  the Company's Board of Directors  authorized  the
designation of 2,000,000 shares of Class C Preferred  Stock  with
voting  rights  of  50  votes  per  share.   The  Certificate  of
Designation of Class C Preferred Stock was filed with  the  state
of  Nevada  on June 14, 2000.  Two million (2,000,000) shares  of
Class  C Preferred stock were then issued to Capital Holdings  in
consideration of $10,000 paid by Capital Holdings for legal debts
incurred  by  the Company.  At the time of issuance, the  Company
had 59,224,952 shares of Common Stock issued and outstanding with
each share of common stock having one vote.  The issuance of  the
Class  C  Preferred Stock with 50 votes per share, placed Capital
Holdings in a control position with 100,000,000 votes or  63%  of
the  voting  stock.   Capital  Holdings  is  owned  50%  by  John
Chymboryk, Director and President of the Company and 50%  by  Kip
Eardley, Director and Secretary/Treasurer of the Company.

Exhibits

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

Exhibit  SEC Ref.   Title of Document                            Location
No.      No.
1      (3)(i)       Articles of Incorporation                     See Note (1)
2      (3)(i)       Articles of Amendment to the Articles of
                     Incorporation                                See Note (1)
3      (3)(i)       Articles of Amendment to the Articles of
                     Incorporation                                See Note (1)
4      (3)(i)       Articles of Amendment to the Articles of
                     Incorporation                                See Note (1)
5      (3)(i)       Articles of Amendment to the Articles of
                     Incorporation                                See Note (1)
6      (3)(i)       Articles of Amendment to the Articles of
                     Incorporation                                See Note (1)
7      (3)(ii)      By Laws                                       See Note (1)
8      (4)          Certificate of Designation for Preferred
                     Class C Stock                                See Note (2)
9      (4)          Certificate of Amendment to Preferred Class B
                     Stock                                        Attached
10     (10)         Asset Purchase Agreement                      See Note (1)
11     (10)         Lease Agreement                               See Note (1)
12     (27)         Financial Data Schedule                       Attached
13     (99)         Order Confirming Plan of Reorganization       See Note (1)

Note (1) - Filed as an Exhibit on Form 10-KSB for the fiscal year
ended  June  30,  1999 and filed March 20, 2000, is  incorporated
herein by reference.

Noted  (2) - Filed as an Exhibit on Form 8-K, which was filed  on
June 23, 2000, and is incorporated herein by reference

                                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: October 13, 2000        By: /s/ John Chymboryk
                                      President


Date: October 13, 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: October 13, 2000        By: /s/ John Chymboryk
                                      Director


Date: October 13, 2000        By: /s/ Kip Eardley
                                      Director

                                9
<PAGE>

                 REDDI BRAKE SUPPLY CORPORATION
                  (A Development Stage Company)

                      Financial Statements

                          June 30, 2000

                            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

<PAGE>

ANDERSEN  ANDERSEN & STRONG,  L.C.              941 East 3300 South, Suite 202
Certified Public Accountants and                Salt Lake City, Utah 84106
 Business Consultants                           Telephone 801-486-0096
                                                Fax 801 486-0098

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,  2000
and  the  related statements of operations, stockholders' equity,
and cash flows for the years ended June 30, 2000 and 1999 and the
period  July 1, 1997 (date of inception of development stage)  to
June 30, 2000.  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,  2000  and  the
results  of  operations, and cash flows for the years ended  June
30,  2000 and 1999 and the period July 1, 1997 (date of inception
of  development  stage)  to  June 30, 2000,  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.


/s/ Anderson, Anderson & Strong

Salt Lake City, Utah
September 29, 2000
                               F-2
<PAGE>

                   REDDI BRAKE SUPPLY CORPORATION
                     (Development Stage Company)
                            BALANCE SHEET
                            June 30, 2000

ASSETS
CURRENT ASSETS

 Cash                                                         $      4,226
 Total Current Assets                                                4,226

OTHER ASSETS

 Securities - available for sale - Note 3                            2,034
 Convertible debt offering costs - net of amortization - Note  4   222,261

                                                              $    228,521
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

 Accounts payable                                             $     50,835
 Subordinated convertible debt -  Note 4                         6,900,000
 Accrued interest payable - convertible debt - Note 4            4,401,727

    Total Current Liabilities                                   11,352,562

STOCKHOLDERS' EQUITY

    Preferred stock - Note 5
     2,500,000 shares authorized at $0.0001 par value;
     2,060,000 shares issued and outstanding                          206
 Common stock - Note 5
     75,000,000 shares authorized  at $0.0001 par value;
     59,224,952 shares issued and outstanding                       5,922
 Capital in excess of par value                                37,217,358
 Accumulated  deficit - Note     1                            (48,347,527)

  Total  Stockholders'  Deficiency                            (11,124,041)

                                                             $    228,521

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, 2000 and 1999 and the period
  July 1, 1997 (date of inception of development stage) to June 30,
                                2000



                                                               July 1, 1997
                                         June 30,    June 30,          to
                                           2000       1999     June 30, 2000

REVENUES                              $          - $         - $            -
                                       -----------   ---------    -----------
EXPENSES
   Administrative                           37,594      16,615        104,220
   Interest                                953,982     885,678      2,657,034


NET OPERATING LOSS - before other losses  (991,576)   (902,293)    (2,761,254)

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

NET  LOSS                              $  (991,576) $ (902,293) $ (27,984,965)

NET LOSS PER COMMON
 SHARE

  Basic                                $   (.02)    $   (.02)

AVERAGE  OUTSTANDING
    SHARES

     Basic                             58,224,952   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, 2000


<TABLE>
<CAPTION>

                                                                                    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   $  13  50,186,949  $ 5,018  $37,093,672 $(20,251,979)


Issuance of common stock for
   redemption of preferred                   (70,000)     (7)  8,038,003      804         (797)           -

Net operating loss for the year
    ended June 30, 1998                            -       -           -        -            -  (26,091,096)

Net operating loss for the year
    ended June 30, 1999                            -       -           -        -            -     (902,293)

Preferred stock dividends                          -       -           -        -       82,856      (82,856)
Balance June 30, 1999                          60,000      6  58,224,952    5,822   37,175,731  (47,328,224)

Issuance of common stock for
    settlement of legal action
    at $.0042 -  October 1999                       -      -   1,000,000      100        4,100            -

Issuance of class C preferred stock for
    for expenses - June 14, 2000 -
    related party                           2,000,000    200            -       -        9,800            -

Preferred stock dividends                           -      -            -       -       27,727      (27,727)

Net operating loss for the year
    ended June 30, 2000                             -      -            -       -                  (991,576)


Balance June 30, 2000                       2,060,000 $  206   59,224,952 $ 5,922  $37,217,358 $(48,347,527)
</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, 2000  and 1999 and the Period
    July 1, 1997 (date of inception of development stage) to June 30, 2000


                                        June 30,    June 30,    July 1, 1997
                                           2000      1999       to June 30, 2000

CASH FLOWS FROM
 OPERATING ACTIVITIES

Net loss                                 $(991,576)   $(902,293)   $(27,984,965)

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

 Changes in accounts receivable             12,756            -          12,756
 Changes in accounts payable                 5,681        7,000          50,835
 Loss of assets                                  -            -      25,223,711
 Accrued interest - convertible debt       953,982      885,679       2,657,034
 Issuance common stock for settlement
  of legal action                            4,200            -           4,200
 Issuance of preferred stock for expenses   10,000            -          10,000
                                            ------       -------        --------
     Net  Cash Used in Operations           (4,957)      (9,614)        (26,429)
                                            -------      -------        --------
CASH FLOWS FROM INVESTING
 ACTIVITIES
                                                 -            -               -
                                            -------      -------        --------
CASH FLOWS FROM FINANCING
 ACTIVITIES

                                                 -            -               -
                                           --------      -------        --------

 Net Increase (Decrease) in Cash            (4,957)      (9,614)        (26,429)

 Cash at Beginning of Period                 9,183       18,797          30,655

 Cash at End of Period                   $   4,226     $  9,183     $     4,226


   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,  2000  the Company had a net operating  loss  carry
forward  of  $48,347,527. 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 2021.

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,
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.

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  of $3.50 per share.  The conversion  price  is
also subject to the antidilution adjustments.

The  accrued  interest payable is in default  and  therefore  the
debt   and   the   accrued  interest  is  shown   under   current
liabilities.

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  Company received approximately $8.3 million in net  proceeds
from  the placements of the preferred shares.  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.

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 Company, 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.  The  agreement
provided  for  the  automatic conversion of any preferred  shares
not converted on December 31, 1997.

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)



5.  PREFERRED STOCK - continued

On  September 29, 2000, by mutual agreement, the conversion  rate
on  the  remaining  60,000 preferred B  shares  was  modified  to
provide  for the issuance of 262.917 shares of common  stock  for
one share of preferred stock including any accumulated and unpaid
dividends on the remaining shares. On the date of this report the
Company  was  in negotiations with the preferred stockholders  to
convert  their  preferred shares into common stock,  which  would
amount to the issuance of 15,775,020 common shares.

On  June 14, 2000 the Company was authorized and issued 2,000,000
of class C preferred shares, to a related party, as reimbursement
for  expenses  paid.  The terms of the class C  preferred  shares
carry voting rights of 50 votes for each share and after 90  days
from the issuance, conversion rights of one share of preferred  C
for one share of common, at the option of the stockholder.

6.  STOCK WARRANTS

On  June  30,  2000, 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. The date of grant for  the
warrants was October 19, 1991 and the expiration date is  October
18, 2001.

No value was assigned to the warrants.

7.  RELATED PARTY TRANSACTIONS

A   related   party  owns  2,000,000  shares  of  the   Company's
outstanding class C preferred 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 settlement of  its  debt  and
additional  equity funding and long term debt which  will  enable
the Company to conduct operations for the coming year.

                              F-10
<PAGE>


                 REDDI BRAKE SUPPLY CORPORATION
              NOTES TO FINANCIAL STATEMENTS (Continued)



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 have denied the claims.  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.

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, which
resulted in a loss to him of $2,100,000.

The  parties  have been negotiating a settlement  agreement  that
remains unresolved at the report date.

                              F-11
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