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, 2003



[ ] 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 incorporation or organization)                  (I.R.S. Employer I.D. No.)

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 6, 2003 by non-affiliates of the issuer was $77,317.



As of October 6, 2003, issuer had 84,615,220 shares of its $.0001 par value common stock outstanding.



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



Documents incorporated by reference: None



FORWARD-LOOKING INFORMATION



THIS FORM 10KSB AND OTHER STATEMENTS ISSUED OR MADE FROM  TIME TO TIME BY THE COMPANY OR ITS REPRESENTATIVES CONTAIN  STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM  ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT  EXPECTATIONS  OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.



PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM  THOSE IN FORWARD- LOOKING STATEMENTS ARE SET FORTH HEREIN.  THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO  FUTURE OPERATING RESULTS OVER TIME.



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.



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, a class action lawsuit was filed in the Los Angeles 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 directors and conspiracy to manipulate the price of the common stock of the defendant.  The Reddi Brake Defendants have denied the claims.  In May 1999, the parties reached a tentative settlement agreement, which was presented to the Court in June 1999 and in September 1999, and received preliminary approval by the Superior Court as fair, reasonable and adequate to members of the settlement class.  In December 2000, representatives of the

named class members announced their intention to renegotiate certain provisions of the settlement.  In January 2001, defendants served notice of their withdrawal from the settlement. In June 2001, the Superior Court rejected the proposed settlement, found the plaintiffs= counsel inadequate, decertified the settlement class, and ordered the class action allegations stricken from the complaint.  In July 2001, the named plaintiffs obtained new counsel and, in March 2002, the parties entered into a new tentative settlement agreement, which was preliminarily approved by the Superior Court as a fair, reasonable, and adequate to members of the settlement class in June 2003.  The parties= have requested that the Superior Court enter an order of final approval of the settlement.  Until the Superior Court=s final approval of the settlement is entered, Defendants, including Reddi Brake, have the right to withdraw from the settlement upon the occurrence of events specified in the tentative settlement agreement, which is on file with the Superior Court.





Sheerin v. McCorrian, Birin and Reddi Brake Supply Corporation, L.A.S.C. Case No. BC 186930. 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 officer=s and director=s 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 which remains unresolved  at the report date.



Management and counsel believe that any successful claims, including the legal expense in defense of the claims, will be paid by the insurance company.  The insurance company has paid a substantial part of the legal expense, as shown in the Company=s financials under settlement of debt income, and the balance of the unpaid amounts are shown in the accounts payable of the financials, in the amount of $58,387.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.



None



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 6, 2003 the Company had 84,615,220 shares of common stock issued and outstanding, and 2,000,000 shares of preferred stock issued and outstanding.



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



|2001           | HIGH | LOW  | HIGH | LOW 
|-------------- | ---- | ---- | ---- | ----
|First Quarter  | .01  | .005 | .015 | .008
|Second Quarter | .008 | .004 | .01  | .005
|Third Quarter  | .005 | .003 | .008 | .003
|Fourth Quarter | .004 | .001 | .006 | .001
|2002           |      |      |      |     
|First Quarter  | .006 | .001 | .008 | .001
|Second Quarter | .013 | .002 | .014 | .002
|Third Quarter  | .004 | .001 | .005 | .001
|Fourth Quarter | .003 | .001 | .004 | .001
|2003           |      |      |      |     
|First Quarter  | .003 | .001 | .004 | .001
|Second Quarter | .003 | .001 | .004 | .001



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.



Recent Sale of Unregistered Securities



None



ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



As of the fiscal year end June 30, 2003 the Company's total current assets are $0 in cash. The Company has current liabilities in the amount of $95,048, which includes $36,661 in demand notes for sums lent to the Company by its directors, and $58,387 for amounts related to litigation that the Company is in the process of settling.



The Company did not generate any revenue from operations during fiscal years 2003 and 2002. The Company has no material commitments for capital expenditures for the next twelve months.



The Company believes that its current cash needs can be met based upon the continued willingness of management to lend the Company funds in order to maintain its 1934 Act reporting requirements.  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.



The certified accountants for the Company has changed its name from Andersen, Andersen & Strong, LLC  to Sellers & Andersen, LLC.

The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures of financial disclosure.



ITEM 8A. CONTROLS AND PROCEDURES



Within the 90-day period prior to the date of this report, we evaluated the effectiveness and operation of our disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. There have been no significant changes in internal controls or other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.



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, 2003, 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 | 49  | President and Director           | February 2000             | 
|Kip Eardley    | 44  | Secretary/Treasurer and Director | February 2000             | 



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.



Kip Eardley, Secretary/Treasurer and Director. Mr. Eardley acts as a consultant to private and public corporations assisting with corporate structuring, efficiencies and debt management. Mr. Eardley has a background in finance and economics.



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.



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 6, 2003, 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.



|Title of Class | Name and Address of Beneficial Owner                                      | Amount and Nature of
Beneficial Ownership | Percent Class | 
|-------------- | ------------------------------------------------------------------------- | ----------------------------------------- | ------------- | 
|Common         | CBIC Wood Gundy (London), Ltd.                                            | 7,297,844 shares                          | 23%           | 
|Preferred C    | John Chymboryk, (2)(3)
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121 | 2,000,000 shares                          | 100%          | 
|Preferred C    | Kip Eardley, (2)(3)
5882 S. 900 E., Suite 202
Salt Lake City, UT 84121    | 2,000,000 shares                          | 100%          | 
|Preferred C    | Officers, Directors and Nominees as a Group:
2 persons                    | 2,000,000 shares                          | 100%          | 



(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.



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



None



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                                             | 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                   | See Note (3)
|10          | (10)         | Asset Purchase Agreement                                              | See Note (1)
|11          | (10)         | Lease Agreement                                                       | See Note (1)
|12          | (27)         | Financial Data Schedule                                               | See Note (1)
|13          | (99)         | Order Confirming Plan of Reorganization                               | See Note (1)
|14a         | (31.1)       | CEO Certification under Section 302 of the Sarbanes-Oxley Act of 2002 | Attached    
|14b         | (31.2)       | CFO Certification under Section 302 of the Sarbanes-Oxley Act of 2002 | Attached    
|15a         | (32.1)       | CEO Certification under Section 906 of the Sarbanes-Oxley Act of 2002 | Attached    
|15b         | (32.2)       | CFO Certification under Section 906 of the Sarbanes-Oxley Act of 2002 | Attached    



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.



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



Note (3) B Filed as an Exhibit on Form 10-KSB for the fiscal year ended June 30, 2001, and filed October 1, 2001, is incorporated herein by reference.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



(1) Audit Fees.



The Company was billed the following amounts for its fiscal years 2002 and 2003, for professional services rendered by its principal accountant for the audits of the Company=s annual financial statements and for reviews of the Company=s quarterly financial statements:



2002:

$ 5,480

2003:

$ 1,695



(2) Audit-Related Fees.



The Company was billed the following amounts for its fiscal years 2002 and 2003, for assurance and related services by the Company=s principal accountant that are reasonably related to the performance of the audits or reviews of the Company=s financial statements not otherwise reported under Item 14(1), above:



2002:

$ 0

2003:

$ 0



(3) Tax Fees.



The Company was billed the following amounts for its fiscal years 2002 and 2003, for professional services rendered by its principal accountant for tax compliance, tax advice, and tax planning:



2002:

$ 0

2003:

$ 0



(4) All Other Fees.



The Company was billed the following amounts for its fiscal years 2002 and 2003, for professional services rendered by its principal accountant for all other fees not otherwise reported under Item 14(1), (2) or (3), above



(5) Audit Committee Policies and Procedures.



Not applicable



(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant=s engagement to audit the registrant=s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant=s full-time, permanent employees.



Not applicable



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:



REDDI BRAKE SUPPLY CORPORATION





Date: October 6, 2003                               By: /s/ John Chymboryk

John Chymboryk, President and Director





Date: October 6, 2003                               By: /s/ Kip Eardley

Kip Eardley, Secretary, Treasurer and Director









Financial Statements



June 30, 2003



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





SELLERS & ANDERSEN, L.L.C.   941 East 3300South, Suite 202

Certified Public Accountants and Business ConsultantsSalt Lake City, Utah 84106

Member SEC Practice Section of the AICPA

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, 2003   and the related statements of operations, stockholders' equity, and cash flows for the years ended June 30, 2003 and 2002 and for the period July 1, 1997 (date of inception of development stage) to June 30, 2003.  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 audit  in accordance with auditing standards generally accepted in the United States of America. 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, 2003  and the results of  operations, and  cash flows for the years ended June 30, 2003 and 2002 and the period July 1, 1997 to June 30, 2003 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company  does not have the necessary working capital to   service its debt and for its  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 the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Salt Lake City, Utah

September 29, 2003                                         s/Sellers & Andersen L.L.C.

REDDI  BRAKE  SUPPLY  CORPORATION

(Development Stage Company)

BALANCE SHEET

June 30, 2003









ASSETS

CURRENT ASSETS



Cash



$ -





Total Current Assets



$ -













LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES



Accounts payable - related party

$   36,661

Accounts payable - note 8

58,387





Total Current Liabilities

95,048



CONTINGENT LIABILITIES - Note 8

-



STOCKHOLDERS' DEFICIENCY





Preferred stock - Note 4

2,500,000 shares authorized at $0.0001 par value;

2,000,000 shares issued and outstanding

200

Common stock

100,000,000 shares authorized  at $0.0001 par value;

84,615,220 shares issued and outstanding

8,462

Capital in excess of par value

37,260,182

Accumulated deficit

(37,363,892)

Total Stockholders'  Deficiency

(95,048)





$ -







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

REDDI  BRAKE  SUPPLY  CORPORATION

(Development Stage Company)

STATEMENTS OF OPERATIONS

For the  Years Ended June 30, 2003 and 2002 and the period

July 1, 1997 (date of inception of development stage) to June 30, 2003







July 1, 1997



June 30,

June 30,

to



2003

2002

June 30, 2003



REVENUES





$  -

$   -

$  -





EXPENSES













Administrative

10,442

128,937

380,780

Interest

-

287,959

4,036,995







NET OPERATING  LOSS -before other income (losses)

(10,442)

(416,896)

(4,417,775)



OTHER INCOME (LOSSES)



Loss on liquidation of assets and liabilities

-

-

(25,223,711)

Gain on payment and settlement of debt - Notes 3, 5, & 8

112,639

12,416,934

12,529,573



NET INCOME (LOSS)

$ 102,197

$ 12,000,038

$ (17,111,913)









NET LOSS PER COMMON

SHARE



Basic



$-

$.17



Diluted

$-

$.16



AVERAGE  OUTSTANDING

SHARES -(stated in 1,000,s)



Basic

79,808

71,055



Diluted

86,808

73,055





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

REDDI  BRAKE  SUPPLY  CORPORATION

(Development Stage Company)

STATEMENT OF CHANGES  IN STOCK HOLDERS' EQUITY

Period July 1, 1997 (date of inception of development stage)  to June 30, 2003





Capital in

Preferred Stock

Common Stock

Excess of

Accumulated



Shares

Amount

Shares

Amount

Par Value

Deficit

Balance July 1,  1997

130,000

$13

50,186,949

$5,018        $ 37,093,672

$ (20,251,979)

Issuance of common stock for

retirement of preferred stock

(70,000)

(7)

8,038,003

804

(797)                        -

Net  loss for the year

ended June 30, 1998

-

-

-

-

-

(26,091,096)

Net  loss for the year

ended June 30, 1999

-

-



-

-

-

(902,293)

Preferred stock dividends

-

-

-

-                    82,856

(82,856)

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

at $.005 - related parties

2,000,000

200

-

-

9,800

-

Preferred stock dividends

-

-

-

-

27,727            (27,727)



Net  loss for the year

ended June 30, 2000

-

-

-

-

-

(991,576)



Preferred stock dividends

-

-

-

-

6,897

(6,897)

Issuance of common stock for

retirement of  preferred

stock and accrued dividends -

September 2000

(60,000)

(6)

15,775,048         1,578

(1,572)

-

Net  loss for the year

ended June 30, 2001

-

-

-

-



-       (1,111,703)















Balance June 30, 2001

2,000,000

200

75,000,000

7,500

37,222,683

(49,466,127)

Issuance of common stock for

payment and settlement of

debt  at  $004 - Oct 2001

-

-

9,615,220

962

37,499

-

Net  profit for the

year ended June 30, 2002

-

-

-

-



-       12,000,038













Balance June 30, 2002

2,000,000

200

84,615,220

8,462

37,260,182

(37,466,089)

Net profit for the year

ended June 30, 2003

-

-

-

-

-

102,197













Balance June 30, 2003

2,000,000

$ 200

84,615,220

$8,462

$ 37,260,182 $(37,363,892)







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

REDDI  BRAKE  SUPPLY  CORPORATION

(Development Stage Company)

STATEMENT OF CASH FLOWS

For the Years Ended June 30, 2003 and 2002 and the Period

July 1, 1997 (date of inception of development stage) to June 30, 2003







June 30,

June 30,

July 1, 1997





2003

2002

to June 30, 2002



CASH FLOWS FROM

OPERATING ACTIVITIES





Net profit (loss)

$ 102,197

$12,000,038

$(17,111,913)



Adjustments to reconcile net loss to

net cash provided by operating

activities













Changes in available-for-sale securities

-

2,034

2,034

Changes in accounts receivable

-                      -

12,756

Changes in accounts payable

10,426

126,903

321,135

Loss of assets

-

-

25,223,711

Accrued interest - convertible debt

-

287,959

4,036,995

Issuance common stock for settlement of legal action

-

-

4,200

Issuance of preferred stock for expenses

-

-

10,000

Issuance of common stock for payment and settlement of debt

-

(12,416,934)

(12,416,934)

Settlement of debt

(112,639)

-

(112,639)





Net Cash Used in Operations



(16)

-

(30,655)



CASH FLOWS FROM INVESTING

ACTIVITIES



-

-

_   -



CASH FLOWS FROM FINANCING

ACTIVITIES



-

-

-



Net Increase (Decrease) in Cash





(16)

-

(30,655)



Cash at Beginning of Period





16

16

30,655



Cash at End of Period





$-

$16

$-













NON CASH FLOWS FROM OPERATING ACTIVITIES



Issuance of 1,000,000 shares common stock for expenses - 1999

$   4,200

Issuance of 2,000,000 shares class C preferred stock for expenses - 2000

10,000

Issuance of  9,615,220 shares common stock for payment and settlement of debt -2001

38,461

Settlement of debt - 2003

112,639







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

REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS

June 30, 2003







1.

ORGANIZATION



The Company was incorporated under the laws of the State of Nevada on July 12, 1990 with name AFranklin 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 and on January 12, 2001 to 100,000,000 shares with the same par value. The Company had several name changes and on April 21, 1994 changed its name to AReddi 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 July 1, 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



The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. On June 30, 2003 the Company did not have a  net operating loss available for carry forward.



Financial Instruments



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







REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2003







2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)



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.



Concentration of Credit Risk



There  are  no financial  instruments that potentially subject the Company to significant concentration  of credit risks.



Revenue Recognition



Revenue is recognized on the sale and delivery of a product or the completion of  services provided.



Statement of Cash Flows



For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.



Estimates and Assumptions



Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America.  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.



Other 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.













REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2003







3.  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.  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 the option of the holders, at a conversion price of $6.27 per share.  The conversion price  is also subject to the antidilution adjustments.



During October 2001 the Company paid the debenture holders, including all of the unpaid interest,  by the issuance of common capital stock.  Note 5.



4.  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.



On September 29, 2000, by mutual agreement, the  remaining  60,000 shares of the preferred B stock was converted to common shares at a conversion rate of  262,917 shares of common stock for one share of preferred stock which included the accumulated and unpaid dividends.



On June 14, 2000 the Company  issued 2,000,000 class C preferred shares, to related parties, as reimbursement for expenses paid for the Company.   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. On the date of this report the conversion rights had not been exercised.



REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2003







5.  COMMON CAPITAL STOCK



During October 2001 the Company issued 9,615,220 shares as payment and settlement of the outstanding subordinated convertible debt outlined in note 3.



6.  SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES



Officers-directors and their controlled entities  have acquired  2,000,000 shares  of the Company=s outstanding convertible class C preferred stock with voting rights shown in note 4 and have made  no interest, demand loans to the Company of $36,661.



7.  GOING CONCERN



The Company  does not have the necessary working capital to  service its debt and for its  planned activity,

which raises substantial doubt about its ability to continue as a going concern.

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, additional loans from related parties, and  equity funding  which will enable the Company to conduct operations for the coming year.



8.  CONTINGENT LIABILITIES - CONTINUING 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 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 directors and conspiracy to manipulate the price of the common stock of the defendant.  The Reddi Brake Defendants have denied the claims.  In May 1999, the parties reached a tentative settlement agreement, which was presented to the Court in June 1999 and in September 1999, and received preliminary approval by the Superior Court as fair, reasonable and adequate to members of the settlement class.  In December 2000, representatives of the

named class members announced their intention to renegotiate certain provisions of the settlement.  In January 2001, defendants served notice of their withdrawal from the settlement. In June 2001, the Superior Court rejected the proposed settlement, found the plaintiffs= counsel inadequate, decertified the settlement class, and ordered the class action allegations stricken from the complaint.  In July 2001, the named plaintiffs obtained new counsel and, in March 2002, the parties entered into a new tentative settlement agreement, which was preliminarily approved by the Superior Court as a fair, reasonable, and adequate to members of the settlement class in June 2003.  The parties= have requested that the Superior Court enter an order of final approval of the settlement.  Until the Superior Court=s final approval of the settlement is entered, Defendants, including Reddi Brake, have the right to withdraw from the settlement upon the occurrence of events specified in the tentative settlement agreement, which is on file with the Superior Court.



REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2003







8.  CONTINGENT LIABILITIES - CONTINUING LEGAL ACTIONS - continued



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 officer=s and director=s 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 which remains unresolved  at the report date.



Management, with council, believe that any successful claims, including the legal expense in defense of the claims, will be paid by the insurance company.  The insurance company has paid a substantial part of the legal expense, as shown under settlement of debt income, and the balance of the unpaid amounts are shown in the account payable in the amount of $58,387.