10QSB

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the quarterly period ended December 31, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ____

Commission File No. 0-19620

REDDI BRAKE SUPPLY CORPORATION

(Exact name of small business issuer as specified in its charter)

Nevada                                                            84-1152135

(State or other jurisdiction of                          (IRS Employer Identification No.)

                                                               incorporation or organization)

1175 East 400 South, Suite 900, Salt Lake City, Utah 84111

(Address of principal executive offices)

(801) 269-8535

(Issuer's telephone number)

Not Applicable

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes [ X] No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares authorized of each of the issuer's classes of common equity: 100,000,000 shares, par value $.0001 per share

As of February 2, 2006 issuer had 279,400 shares of its $.0001 par value common stock outstanding and 2,000,000 shares of its $.0001 par value preferred stock.

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

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

1

PART I

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

REDDI  BRAKE  SUPPLY  CORPORATION

(Development Stage Company)

BALANCE SHEET

December 31, 2005 and June 30, 2005

Dec 31,

Jun 30,

2005

2005

ASSETS

CURRENT ASSETS

Cash

$           -

$             -

         Total Current Assets

 $           -

$             -

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

    Accounts payable - related party

$ 222,632

$ 159,202

Accounts payable

27,970

24,900

    Total Current Liabilities

250,602

184,102

STOCKHOLDERS' DEFICIENCY

    Preferred stock

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

       2,000,000 shares issued and outstanding

200

200

Common stock

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

   279,400 shares issued and outstanding

28

28

Capital in excess of par value

 37,399,180

37,399,180

    Accumulated deficit - Note 1

(37,650,010)

(37,583,510)

 Total Stockholders'  Deficiency

(250,602)

(184,102)

$                -

$                -

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

2

REDDI  BRAKE  SUPPLY  CORPORATION

(Development Stage Company)

STATEMENT OF OPERATIONS – (unaudited)

For the Three and Six Months Ended December 31, 2005 and 2004 and the period

July 1, 1997 (date of inception of development stage) to December 31, 2005

    Three Months

Six Months

July 1, 1997      

Dec 31,

Dec 31,

Dec 31,  

Dec 31,

to             

2005

2004   

  2005    

  2004  

 Dec 31, 2005    

REVENUES

$       -  

$       -

$         -

$        -

$             -

EXPENSES

Consultants

 30,000

105,000

60,000

137,500

255,000

   Administrative

     800

    1,479

   6,500

    1,479

452,285

NET  LOSS

- before other gains and losses

(30,800)

(106,479)

(66,500)

(138,979)

(707,285)

OTHER GAINS AND LOSSES

   Interest

-

-

-

-

(4,036,995)

   Loss on liquidation

of assets and liabilities

-

-

-

-

(25,223,711)

   Gain on settlement of debt

-

-

-

-

12,569,960

_______

________

_______

________

___________

NET LOSS

$ (30,800)

$(106,479)

$(66,500)

$(138,979)

$(17,398,031)

LOSS PER COMMON SHARE

Basic and diluted

$ (.11)

$ (.83)

$ (.24)

$ (1.08)

AVERAGE  OUTSTANDING SHARES

 - stated in 1,000’s

     Basic

279

129

279

129

     Diluted

281

131

281

131

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

3

REDDI  BRAKE  SUPPLY  CORPORATION

(Development Stage Company)

STATEMENT OF CASH FLOWS – (unaudited)

For the Six Months Ended December 31, 2005  and 2004 and the Period

July 1, 1997 (date of inception of development stage) to December 31, 2005

Six Months          

Dec 31,        

Dec 31,   

July 1, 1997          

  2005           

  2004      

 to Dec 31, 2005       

CASH FLOWS FROM

OPERATING ACTIVITIES

Net loss         

$ (66,500)

$(138,979)

$(17,398,031)

Adjustments to reconcile net loss to

net cash provided by operating

activities

           Change in available-for-sale- securities

-

-

2,034

           Changes in accounts receivables

-

-

12,756

           Changes in accounts payable

66,500

61,479

554,640

           Loss of assets

-

-

25,223,711

           Accrued interest - convertible debt      

-

-

4,036,995

           Issuance of common stock for settlement of legal action

-

-

22,200

  Issuance of common stock for services

-

77,500

75,000

           Issuance of preferred stock for expenses      

-

-

10,000

           Settlement of debt

-

-

(12,569,960)

_____

_____

_________

  Net Cash Used in Operations

        -

        -

   (30,655)

CASH FLOWS FROM INVESTING

ACTIVITIES  

        -

       -

         -

CASH FLOWS FROM FINANCING

ACTIVITIES

        -

       -

         -

Net Increase (Decrease) in Cash

-

-

(30,655)

Cash at Beginning of Period

        -

       -

30,655

Cash at End of Period

 $        -

$        -

$        -

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

4

REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS

December 31, 2005

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 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 December 31, 2005 the Company did not have a  net operating loss available for carry forward.

Financial Instruments

The carrying amounts of financial instruments  are considered by management to be their estimated fair values due to their short term maturities.

5

REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2005

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 will be recognized on the sale and delivery of a product or the completion of  services provided.

Advertising and Market Development

The company will expense advertising and market development costs as incurred.

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.

6

REDDI  BRAKE  SUPPLY  CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

December 31, 2005

3.  CAPITAL STOCK

During March 2004 the Company issued 16,000 post split common shares as a settlement of a legal action.

During the nine months ended March 31, 2005 the Company issued 150,000 post split common shares for payment of debt and for  services.

On March 10, 2004 the Company completed a reverse common stock split of one share for 750  outstanding shares.  This report has been prepared showing post split shares from inception.

4.  PREFERRED STOCK

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.

5.  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 and accrued consultants fees  of $222,632

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

7

ITEM 2.

MANAGEMENT=S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Results of Operations

Three and Six Months Ended December 31, 2005

The Company had no revenue from continuing operations for the three and six month periods ending December 31, 2005.

General and administrative expenses for the three-month period ending December 31, 2005 were $800. General and administrative expenses for the three month period ending December 31, 2004 were $1,479. General and administrative expenses for the six-month period ending December 31, 2005 were $6,500. General and administrative expenses for the three month period ending December 31, 2004 were $1,479.These expenses are attributable to the administrative, legal, professional, and accounting costs associated with the duties of a publicly reporting company.  The Company incurred $30,000 in consultants’ expenses for the three-months ended December 31, 2005 compared to $105,000 for the same period in 2004. Consultants’ expenses for the six-month periods ended December 31, 2005 and 2004 were $60,000 and $137,500, respectively. There was no Interest expense for the period. The company realized a net loss of $30,800 for the three-month period ended De cember 31, 2005, as compared to net losses of $106,479 for the same period in 2004. From inception to through December 31, 2005, the company recorded a net loss of $17,398,031.

Liquidity and Capital Resources

At December 31, 2005, the Company had a working capital deficit of $250,602, as compared to a working capital deficit of $184,102 at June 20, 2005.

The Company does not have sufficient cash to meet its operational needs for the next twelve months. Management, like in the past, will attempt to raise capital for its current operational needs through loans from its officers, debt financing, equity financing or a combination of financing options. However, there are no existing understandings, commitments or agreements for such an infusion; nor can there be assurances to that effect. Moreover, the Company's need for capital may change dramatically if and during that period, it acquires an interest in a business opportunity. Unless the Company can obtain additional financing, its ability to continue as a going concern is doubtful.

The Company's current operating plan is to (i) handle the administrative and reporting requirements of a public company, and (ii) search for potential businesses, products, technologies and companies for acquisition. At present, the Company has no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that the Company will identify a business venture suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage any business venture it acquires.

8

Forward-Looking Statement Notice When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.

ITEM 3: CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls Procedures.

Within the 90 days prior to the end of the period covered by this report, the Registrant carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities Exchange Act of 1934, as amended).  This evaluation was done under the supervision and with the participation of the Registrant's president and treasurer.  Based upon that evaluation, they concluded that the Registrant's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to satisfy the Registrant's disclosure obligations under the Securities Exchange Act.

(b) Changes in Internal Controls.

In the quarter ended December 31, 2005, the Company did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that could significantly affect these controls.

PART II. OTHER INFORMATION

ITEM 1.

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.

9

On December 22, 2003 the Superior Court of the State of California for the County of Los Angeles entered a final order approving a settlement between the parties as fair, reasonable and adequate to absent class members and entered a final judgment. The settlement became effective on February 23, 2004 sixty days after the December 22, 2003 order, which allowed for an appeal of the courts final order and judgment. The terms of the settlement provides for payment of all settlement considerations by the Company’s insurance.

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 officers and directors of the Company.  Mr. Sheerin alleges that these officers and directors misrepresented the financial status of the Company during the time that he was negotiating to buy shares in the Company  which resulted in a loss to him of $2,100,000.

In December 2003, the parties to the Sheerin, et al., v Reddi Brake Supply Corporation, Birin and McGorrian et al., lawsuit entered into a settlement agreement. Pursuant to this agreement the Company issued 12,000,000 Reddi Brake common shares on March 4, 2004 to the plaintiff.  The plaintiff dismissed with prejudice all claims against the Company and other defendants.  

On June 7, 2004, the company filed suit in the Third District Court in Salt Lake City, Utah against Corporate Stock Transfer, Inc., a Colorado Corporation. The Complaint alleges that "In breach of its fiduciary duties and the contractual obligations outlined in resolution, [the transfer agent] refused to transfer" the Company’s records. Further, the Complaint alleges that "the [transfer agent] demanded a Three Thousand Dollar ($3,000) termination fee although no such fee was referenced in the appointment documents nor was there any basis to determine whether such a fee was commercially reasonable"; that after receipt of that money, the transfer agent continued to refuse to release the Company’s property and " imposed additional, unsupported, conditions to the release of the property, including a unilateral extension of the Agent’s term for an additional 30 days.

The Complaint contains further allegations and seeks damages in the amount of $25,000. The defendant filed an answer in which it denied the allegations and also filed a counterclaim. There are several motions in court at this time before the judge, but as of September 26^th 2005, there has been no further action in the case.

ITEM 2.

CHANGES IN SECURITIES

Reverse Split of Issued and Outstanding Common Stock

On March 10, 2004, the Board of Directors resolved that the Company effect a reverse split of its common stock on a 750 to 1 basis with fractional shares to be rounded up to the next whole share. The total issued and outstanding common shares before the reverse was 96,615,220 and after the reverse split became effective on March 22, 2004 the Company had a total of 129,400 common shares issued and outstanding. As a result of the reverse split the Company received the new trading symbol – “RDDI”. The Company has issued 150,000 common shares during this fiscal year for payment of debt and services resulting in a total of 279,400 common shares being issued and outstanding.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

10

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

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

    31.1

Certification of the Principal Executive

Officer pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Attached

2

    31.2

Certification of the Principal Financial

Officer pursuant to Section 302

of the Sarbanes-Oxley Act of 2002

Attached

3

    32.1

Certification of the Principal Executive Officer

pursuant to U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002

Attached

4

    32.2

Certification of the Principal Financial Officer

pursuant to U.S.C. Section 1350 as adopted

pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002

Attached

SIGNATURES

In accordance with 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: February 9, 2006

By: /s/ Michael J. Zwebner

Michael J. Zwebner, President

Date: February 9, 2006

By: /s/ Ronald S. Friend

Ronald S. Friend, Treasurer

11

EX-31

EX 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael J. Zwebner, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Reddi Brake Supply Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: February 9, 2005

By: /s/ Michael J. Zwebner

Michael J. Zwebner , Chief Executive Officer

EX-31

EX 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald J. Friend, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Reddi Brake Supply Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: February 9, 2005

By: /s/ Ronald J. Friend

Ronald J. Friend, Chief Financial Officer

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Reddi Brake Supply Corporation (the ACompany@) on Form 10-QSB for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Zwebner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: February 9, 2006

By: /s/ Michael J. Zwebner

Michael J. Zwebner

Chief Executive Officer

EX-32

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Reddi Brake Supply Corporation (the ACompany@) on Form 10-QSB for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald S. Friend, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: February 9, 2006

By: /s/ Ronald S. Friend

Ronald S. Friend

Chief Financial Officer