8-K

               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            Form 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
                              1934




Date of Report (Date of earliest event reported): June 20, 2000

                 Reddi Brake Supply Corporation
     (Exact name of registrant as specified in its charter)

     Nevada                         0-19620                 84-1152135
(State or other jurisdiction  (Commission File Number)   (IRS Employer
of incorporation)                                         Identification No.)

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

                         (801) 269-9500
                   (Issuer's telephone number)



Item 1.  Changes in Control of Registrant.

     Pursuant to a resolution by the Board of Directors of Reddi
Brake Supply Corporation  (the "Company"), the Company authorized
the designation of 2,000,000 shares as 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.  All 2,000,000 shares of Class C
Preferred stock were then issued to Capital Holdings, LLC in
consideration of $10,000 paid by Capital Holdings, LLC for legal
debts incurred by the Company.

     The Company currently has 58,224,952 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, places Capital Holdings, LLC in a control position
with 100,000,000 votes or 63% of the voting stock.

     Capital Holdings, LLC is owned 50% by John Chymboryk,
Director and President of the Company and 50% by Kip Eardley,
Director and Secretary/Treasurer of the Company.

Item 7.  Exhibits.

     4.1  Reddi Brake Supply Corporation Certificate of Designation of
       Class C Preferred Stock, as filed with the State of Nevada on
       June 14, 2000.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              REDDI BRAKE SUPPLY CORPORATION




Dated: June 23, 2000          By:  /s/ John Chymboryk
                              President

                                2

EX-4

                 REDDI BRAKE SUPPLY CORPORATION

                   CERTIFICATE OF DESIGNATION
                               OF
                     CLASS C PREFERRED STOCK

             Nevada Revised Statutes Section 78.1955


     The undersigned, being the President and the Secretary of
Reddi Brake Supply Corporation, a Nevada corporation (the
"Corporation"), certify that the Board of Directors of the
Corporation, pursuant to the authority granted in Article IV of
the Corporation's Articles of Incorporation, as amended, has
adopted a resolution establishing a series consisting of
2,000,000 of the Corporation's authorized preferred stock
designated as Class C Preferred Stock (the "Class C Preferred
Stock") and has prescribed the following voting powers,
designations, preferences, limitations, restrictions and relative
rights of the Class B Preferred Stock:

  A.   Liquidation rights.  The holders of the Class C  Preferred
       Stock shall have liquidation rights as follows (the "Liquidation
       Rights"):

       1.   In the event of any liquidation, dissolution or winding up
          of the Company, holders of shares of Class C Preferred Stock are
          entitled to receive, out of legally available assets, a
          liquidation preference of $.01 per share, plus an amount equal to
          any accrued and unpaid dividends to the payment date, and no
          more, before any payment or distribution is made to the holders
          of Common Stock or any series or class of the Company=s stock
          hereafter issued that ranks junior as to liquidation rights to
          the Class C Preferred Stock.  But the holders of Class C
          Preferred Stock will not be entitled to receive the liquidation
          preference of such shares until the liquidation preferences of
          any series or class of the Company=s stock hereafter issued that
          ranks senior as to liquidation rights to the Class C Preferred
          Stock (Asenior liquidation stock@) has been paid in full.  The
          holders of Class C Preferred Stock and all other series or
          classes of the Company=s stock hereafter issued that rank on a
          parity as to liquidation rights with the Class C Preferred Stock
          are entitled to share ratably, in accordance with the respective
          preferential amounts payable on such stock, in any distribution
          (after payment of the liquidation preference of the senior
          liquidation stock) which is not sufficient to pay in full the
          aggregate of the amounts payable thereon.  After payment in full
          of the liquidation preference of the shares of Class C Preferred
          Stock, the holders of such shares will not be entitled to any
          further participation in any distribution of assets by the
          Company.

       2.    Neither  a  consolidation, merger or other  business
          combination of the Company with or into another corporation or
          other entity nor a sale or transfer of all or part of the
          Company's assets for cash, securities or other property will be
          considered a liquidation, dissolution or winding upon the
          Company.


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  B.   Conversion.  The holders of the Class C Preferred Stock
       shall have conversion rights as follows (the "Conversion
       Rights"):

       1.   Right to Convert.  Each holder of Class C Preferred Stock of
          the Corporation shall be entitled to convert the shares of Class
          C Preferred Stock held by such holder, at such holder's option,
          at any time after ninety (90) days following the date of issuance
          of such shares and in the manner specified in Paragraph B(2)
          below, into that number of fully-paid and non-assessable shares
          of the Corporation's Common Stock determined as follows:  Each
          share of Class C Preferred Stock so surrendered for conversion
          shall be converted into an equal number of shares of Common
          Stock.

       2.   Mechanics of Conversion.  In order to convert Class C
          Preferred Stock into full shares of Common Stock, the holder
          shall surrender the certificate or certificates therefore, duly
          endorsed, by either overnight courier or 2-day courier, or in
          person to the office of the Corporation or of any transfer agent
          for its Common Stock, and shall give concurrent written notice to
          the Corporation at such office that he elects to convert the
          same, the number of  shares of Class C Preferred Stock to be
          converted and the notice sent to the Corporation's principal
          offices via facsimile; provided, however, that the Corporation
          shall not be obligated to issue certificates evidencing the
          shares of Common Stock issuable upon such conversion unless
          either the certificates evidencing such shares of Class C
          Preferred Stock are delivered to the Corporation or its transfer
          agent as provided above, or the holder notifies the Corporation
          or its transfer agent that such certificates have been lost,
          stolen or destroyed and executes an agreement satisfactory to the
          Corporation to evidence such loss and to indemnify the
          Corporation from any loss incurred by it in connection with such
          certificates.

          The Corporation shall deliver as soon as reasonably
          practicable after delivery to the Corporation of such
          certificates, or after such agreement and
          indemnification, to such holder of Class C Preferred
          Stock at the address of the holder on the stock books
          of the Corporation, a certificate or certificates for
          the number of shares of Common Stock to which the
          holder shall be entitled as aforesaid.  The date on
          which notice of conversion is given (the "Conversion
          Date") shall be deemed to be the date set forth in such
          notice of conversion provided that delivery and advance
          facsimile notice is made as provided above and that the
          original shares of Class C Preferred Stock to be
          converted are received by the transfer agent or the
          Corporation within three (3) business days thereafter,
          and the person or persons entitled to receive the
          shares of Common Stock issuable upon such conversion
          shall be treated for all purposes as the record holder
          or holders of such shares of Common Stock on such date.
          If the original shares of Class C Preferred Stock to be
          converted are not received by the transfer agent or the
          Corporation within three (3) business days after the
          Conversion Date, the notice of conversion shall be
          deemed null and void.

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  C.   Corporate Change.  The Conversion Rate shall be
       appropriately adjusted to reflect, as deemed equitable and
       appropriate by the Board of directors of the Corporation, any
       stock dividend, stock split or share combination of the Common
       Stock or any distribution of a material portion of the
       Corporation's assets to the holders of Common Stock.  In the
       event of a merger, reorganization, recapitalization or similar
       event of or with respect to the Corporation (a "Corporate
       Change") (other than a Corporate Change in which the Corporation
       is the surviving entity or in which all of substantially all of
       the consideration received by the holders of the Corporation's
       capital stock upon such Corporate Change consists of cash or
       assets other than securities issued by the acquiring entity or
       any affiliate thereof), this Class C Preferred Stock shall be
       assumed by the acquiring entity and thereafter this Class C
       Preferred Stock shall be convertible into such class and type of
       securities as the Holder would have received had the Holder
       converted this Class C Preferred Stock immediately prior to such
       Corporate Change.

  D.   Voting Rights.  The Holders of the Class C Preferred Stock
       shall have 50 votes for every share of Class C Preferred Stock
       held and shall be entitled to vote on any and all matters brought
       to a vote of shareholders of Common Stock.  Holders of Class C
       Preferred Stock shall be entitled to notice of all shareholder
       meetings or written consents with respect to which they would be
       entitled to vote, which notice would be provided pursuant to the
       Corporation's Bylaws and applicable statutes.

  E.   Protective Provisions.  So long as shares of Class C
       Preferred Stock are outstanding, the Corporation shall not
       without first obtaining the approval (by voting or written
       consent, as provided by Nevada law) of the holders of at least a
       majority of the then outstanding shares of Class C Preferred
       Stock:

       1.   alter or change the rights, preferences or privileges of the
          shares of Class C Preferred Stock so as to affect adversely the
          Class C Preferred Stock;

       2.   create any new class or series of stock having a preference
          over the Class C Preferred Stock with respect to Distributions
          (as defined in Paragraph A above):

       3.   do any act or thing not authorized or contemplated by this
          Designation which would result in taxation of the holders of
          shares of the Class C Preferred Stock under Section 305 of the
          Internal Revenue Code of 1986, as amended (or any comparable
          provision of the Internal Revenue Code as hereafter from time to
          time amended).

  F.   Status of Converted Stock. In the event any shares of Class
       C Preferred Stock shall be converted pursuant to Paragraph B
       here, the shares so converted shall be cancelled, shall return to
       the status of authorized but unissued Preferred Stock of no
       designated class or series, and shall not be issuable by the
       Corporation as Class C Preferred Stock.

                               E-3


  G.   Reservation of Stock Issuable Upon Conversion.  The
       Corporation shall at all times reserve and keep available out of
       its authorized but unissued shares of Common Stock, solely for
       the purpose of effecting the conversion of the shares of the
       Class C Preferred Stock, such number of its shares of Common
       Stock as shall from time to time be sufficient to effect the
       conversion of all outstanding shares of the Class C Preferred
       Stock; and if at any time the number of authorized but unissued
       shares of Common Stock shall not be sufficient to effect the
       conversion of all then outstanding shares of the Class C
       Preferred Stock, in addition to such other remedies as shall be
       available to the holder of the Class C Preferred Stock, the
       Corporation will take such corporate action as may, in the
       opinion of its counsel, be necessary to increase its authorized
       but unissued shares of Common Stock to such number of shares as
       shall be sufficient for such purposes, including, without
       limitation, engaging in best efforts to obtain the requisite
       stockholder approval of any necessary amendment to these
       provisions.

  H.   Redemption of Stock.

       1.Redemption  Price.  For each share of Class C  Preferred
          Stock which is to be redeemed, the Corporation will  be
          obligated on the Redemption Date (as defined below)  to
          pay  to  the  holder  thereof (upon surrender  by  such
          holder at the Corporation's principal office or to  the
          Corporation's   transfer  agent  of  the   certificates
          representing such shares of Class C Preferred Stock) an
          amount  in  immediately available funds  equal  to  the
          Liquidation Value plus all accrued dividends as of  the
          Redemption Date.

       2.   Notice of Redemption.  The Corporation will mail written
          notice of each redemption of Class C Preferred Stock to each
          record holder of Class C Preferred Stock not more than sixty (60)
          nor less than thirty (30) days prior to the date on which such
          redemption is to be made.  The date specified in such notice for
          redemption is herein referred to as the "Redemption Date."

       3.Termination  of  Rights.   On the  Redemption  Date  all
          rights  pertaining  to the Class   C  Preferred  Stock,
          including, but not limited to, any right of conversion,
          will  cease, and such Class C Preferred Stock will  not
          be   deemed   to   be  outstanding.   All  certificates
          representing  the  Class C Preferred Stock  subject  to
          redemption  will  represent only the right  to  receive
          payment in accordance with the provisions of this  Part
          5.

       4.Redeemed  or  Otherwise Acquire Shares.  Any  shares  of
          Class C Preferred Stock which are redeemed or otherwise
          acquired by the Corporation shall be canceled, may  not
          be  reissued as Class C Preferred Stock, and  shall  be
          returned  to  the  status  of authorized  and  unissued
          shares  of  Preferred Stock without designation  as  to
          series.

       5.   Optional Redemption.  The Corporation may, at any time on or
          after January 1, 2001, redeem all or any portion of the Class C
          Preferred Stock.

                               E-4


  I.   Preference Rights.  Nothing contained herein shall be
       construed to prevent the Board of Directors of the Corporation
       from issuing one or more series of preferred stock with such
       preferences as may be determined by the Board of Directors, in
       its discretion.

  J.   Amendments.  Subject to Paragraph E above, the designation,
       number of, and voting powers, designations, preferences,
       limitations, restrictions and relative rights of the Class C
       Preferred Stock may be amended by a resolution of the Board of
       Directors.

       DATED this 13th day of June, 2000.



                                      /s/ John Chymboryk, President



                                      /s/ Kip Eardley, Secretary/Treasurer


State of Utah       )
                    :ss.
County of Salt Lake )

     On the 13th day of June, 2000 personally appeared before me,

a notary public (or judge or other authorized person, as the case

may  be),  duly  commissioned and sworn, John Chymboryk  and  Kip

Eardley, President and Secretary/Treasurer respectively of  Reddi

Brake Supply Corporation, personally known or proven to me on the

basis  of  satisfactory evidence to be the person whose  name  is

subscribed to the foregoing instrument and who acknowledged  that

they executed the instrument.


     IN WITNESS WHEREOF,  I have executed this notary and affixed
my official seal.



                              NOTARY SEAL
/s/ Cletha A. Walstrand
NOTARY PUBLIC

My Commission Expires 3/4/02

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