**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, 2001

[   ]      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 September 27, 2001 by non-affiliates of the issuer was
$778,979.

As  of  September 27, 2001, issuer had 75,000,000  shares  of  its $.0001 par value common stock outstanding.

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

Documents incorporated by reference:  None

**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, 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 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.**

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 September 27,  2001  the  Company had 75,000,000 shares  of  common  stock issued and outstanding.  Of these shares,
53,129,779 are free trading, and the balance  are  restricted stock as that term is used in Rule 144.  As of September 27, 2001, the
Company had 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**

|1999           | **HIGH** | **LOW** | **HIGH** | **LOW**
|-------------- | -------- | ------- | -------- | -------
|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    
|Third Quarter  | .03125   | .015    | .04      | .02    
|Fourth Quarter | .015     | .005    | .02      | .01    
|**2001**       |          |         |          |        
|First Quarter  | .01      | .005    | .015     | .008   
|Second Quarter | .008     | .004    | .01      | .005   

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

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, 2001 the Company's total current  assets are $17 in cash.  Other assets include  $6,102 in
securities available for sale and $182,261 in convertible debt offering  costs.   The  Company has current  liabilities  in  the
amount   of  $12,420,056,  which  includes  $52,431  in  accounts payable, $6,900,00 in the form of a subordinated convertible
debt and  $5,453,729  in accrued interest payable on  the convertible debt.

The  Company  did not generate any revenue from  operations during  fiscal years 2001 and 2000.  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, 2001, 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 | 48      | President and Director           | February 2000                
|Kip Eardley    | 42      | 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.  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)  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 September 27, 2001, 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

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 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    | Attached    
|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)

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

**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: September 27, 2001                       By: /s/ John Chymboryk

President

Date: September 27, 2001                      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: September 27, 2001                     By: /s/ John Chymboryk

Director

Date: September 27, 2001                    By: /s/ Kip Eardley

Director

**REDDI BRAKE SUPPLY CORPORATION**

(A Development Stage Company)

**Financial Statements**

**June 30, 2001**

**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

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

**Certified Public Accountants and Business Consultants**Salt 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, 2001   and the related statements of operations, stockholders' equity, and cash flows for the years ended June 30, 2001 and
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 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, 2001  and the results of  operations, and  cash flows for the years ended June 30, 2001
and 2000,  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
Note 8. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Salt Lake City, Utah

September 10, 2001                                         s/Andersen Andersen and Strong

**REDDI  BRAKE  SUPPLY  CORPORATION(Development Stage Company)BALANCE SHEET**

**June 30, 2001**

****                                                                      ****

|******ASSETS**                                                                                |                    
|--------------------------------------------------------------------------------------------- | -------------------
|**CURRENT ASSETS**                                                                            |                    
|Cash                                                                                          | $   17             
|Total Current Assets                                                                          | 17                 
|**OTHER ASSETS**                                                                              |                    
|Securities - available for sale - Note 3                                                      | ****      6,102****
|Convertible debt offering costs****- net of amortization - Note 4                             | ****  182,261      
|                                                                                              | 188,363            
|                                                                                              |                    
|                                                                                              | $ 188,380          
|**LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES**                                  |                    
|Accounts payable - related party                                                              | $   13,896         
|Accounts payable                                                                              | 52,431             
|Subordinated convertible debt -  Note 4                                                       | 6,900,000          
|Accrued interest payable - convertible debt - Note 4                                          | 5,453,729          
|Total Current Liabilities                                                                     | 12,420,056         
|**CONTINGENT LIABILITIES** - Note 9                                                           | ****-              
|**STOCKHOLDERS' EQUITY**                                                                      |                    
|Preferred stock - Note 5                                                                      | ****          200  
|2,500,000 shares authorized at $0.0001 par value; 2,000,000
shares issued and outstanding     |                    
|Common stock - Note 5                                                                         | ****7,500          
|100,000,000 shares authorized  at $0.0001 par value;
75,000,000 shares issued and outstanding |                    
|Capital in excess of par value                                                                | 37,222,683         
|Unrealized gain - available for sale securities - Note 3                                      | 4,068              
|Accumulated deficit - Note 1                                                                  | (49,466,127)       
|Total Stockholders'  Deficiency                                                               | (12,231,676)       
|                                                                                              | $    188,380       

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, 2001 and 2000 and the period July 1, 1997 (date of inception of development stage) to
June 30, 2001**

****

|                                                      |                   |                      | **July 1, 1997**  
|----------------------------------------------------- | ----------------- | -------------------- | ------------------
|                                                      | **June 30, 2001** | **June 30, 2000**    | **to**            
|                                                      |                   |                      | **June 30, 2001** 
|**REVENUES**                                          | $              -  | $                  - | $              -  
|**EXPENSES** ****    ****                             |                   |                      |                   
|Administrative                                        | 19,701            | 37,594               | 123,586           
|Interest                                              | 1,092,002         | 953,982              | 3,749,036         
|**NET OPERATING  LOSS
-**before other losses          | (1,111,703)       | (991,576)            | (3,872,622)       
|**LOSS ON LIQUIDATION
OF ASSETS** **AND
LIABILITIES** | -                 | -                    | (25,223,711)      
|**NET   LOSS**                                        | $ (1,111,703)     | $(991,576)           | ****$ (29,096,333)
|**COMPREHENSIVE
INCOME**                              |                   |                      |                   
|Unrealized gain - available for
sale securities       | 4,068             | 2,034                |                   
|**COMPREHENSIVE LOSS**                                | $ (1,107,635)     | $ (989,542)          |                   
|**NET LOSS PER COMMON**
**SHARE**                     |                   |                      |                   
|Basic                                                 | $   (.01)         | $   (.02)            |                   
|Diluted                                               | $   (.01)         | $    -               |                   
|**AVERAGE
OUTSTANDING** **SHARES**                    |                   |                      |                   
|Basic                                                 | 71,055,952        | 58,224,952           |                   
|Diluted                                               | 73,055,952        | -                    |                   

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

**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, 2001**

****                                                                                                                                                              ******
**Preferred Stock**
****
**Common Stock**
****
**Capital in Excess
of Par Value**
****Accumulated
Deficit******Shares**
**Amount**
**Shares**
**Amount**

******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 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 expenses -
June 14, 2000 at
$.005 - related
parties
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)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 operating
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)===========
===========
===========
===========
===========
===========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, 2001  and 2000 and the Period**

**July 1, 1997 (date of inception of development stage) to June 30, 2001**

******June 30, 2001**
**June 30, 2000**
**July 1, 1997 to June 30, 2001****CASH FLOWS FROM
OPERATING ACTIVITIES**Net loss
$ (1,111,703)
$(991,576)
$(29,096,333)Adjustments to reconcile net
loss to net cash provided by
operating activitiesChanges in accounts receivable
-
12,756
12,756Changes in accounts payable
15,492
5,681
65,992Loss of assets
-
-
25,223,711Accrued interest - convertible
debt
1,092,002
953,982
3,749,036Issuance common stock for
settlement of legal action
-
4,200
4,200Issuance of preferred stock for
expenses
-
10,000
10,000Net Cash Used in Operations
(4,209)
(4,957)
(30,638)**CASH FLOWS FROM
INVESTING** **ACTIVITIES**
-
-
-**CASH FLOWS FROM
FINANCING** **ACTIVITIES**
-
-
-Net Increase (Decrease) in
Cash
(4,209)
(4,957)
(30,638)Cash at Beginning of Period
4,226
9,183
30,655Cash at End of Period
$    17
$ 4,226
$    17**NON CASH FLOWS FROM OPERATING ACTIVITIES** 
Issuance of 2,000,000 shares class C preferred stock for expenses - 2000                $ 10,000

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

**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 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 "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, 2001  the Company  had a  net operating loss available for carry forward of  $1,111,703. The income  tax benefit of
approximately  $333,511 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.  The net operating loss will expire  in  2022.

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.

**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 and is shown at  fair market value.

**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.  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.

At the date of this report the Company was negotiating with the debenture holders to convert at approximately $1.48 per share,
including all of the unpaid interest.

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.

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.

**REDDI  BRAKE  SUPPLY  CORPORATION**

**NOTES TO FINANCIAL STATEMENTS (Continued)**

**5.  PREFERRED STOCK -**continued

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.

**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**

Related parties have acquired  2,000,000 shares  of the Company's outstanding class C preferred stock with voting rights shown
in note 5.

A related party has loaned the Company $13,896.

**8.  GOING CONCERN**

The Company  does not have the necessary working capital to  service its debt and for its  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.

**REDDI  BRAKE  SUPPLY  CORPORATION**

**NOTES TO FINANCIAL STATEMENTS (Continued)**

**9.  LEGAL ACTIONS**

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 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.**