June 30, 2007 10-KSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2007

£ 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

(Name of small business issuer in its charter)


Nevada	84-1152135
(State or other jurisdiction	(I.R.S. Employer Identification No.)
of incorporation or organization)

1175 East 400 South, Suite 900

Salt Lake City, UT 84111

(Address of principal executive offices)

Issuer's telephone number: (801) 269-8535

Securities Registered under Section 12(b) of the Exchange Act: None.

Securities Registered under Section 12(g) of the Exchange Act: $.0001 par value Common Stock

Check whether the issuer is not required to file reports pursuant to Section 30 or 15(d) of the Exchange Act. £

Note – checking the box will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligation under those Sections.

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of 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. S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No £

State issuer's revenues for its most recent fiscal year: June 30, 2007 $0.00

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12n-2 of the Exchange Act.)

As of August 7, 2007, there were 1,407,700 shares of common voting stock of the Registrant held by non-affiliates. The aggregate market value of shares held by non-affiliates was $633,465.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not Applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:


Class	Outstanding as of August 7, 2007
Common Stock, $.0001 par value	58,396,000

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Item 13 of this Report.

Transitional Small Business Disclosure Format (Check one): Yes £ No S

FORWARD-LOOKING INFORMATION

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

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

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

The Company was incorporated in Nevada on July 13, 1990 as Franklin Capital, Inc. On October 17, 1991, the Company changed its name to Wesco Auto Parts Corporation and again effected a name change on April 21, 1994 to Reddi Brake Supply Corporation.

The Company's only significant asset was its wholly owned (operating) subsidiary RBSC, Inc., (formerly Reddi Brake Supply Company, Inc.). The subsidiary filed for Chapter 11 bankruptcy protection on March 17, 1997. All of the subsidiary's operating assets were sold to satisfy claims of creditors. The subsidiary's Plan of Reorganization became effective March 22, 1998. The subsidiary's assets, primarily cash from the sale of operating assets and notes, were transferred to a Creditors' Trust and the subsidiary shell was reorganized for the benefit of creditors. This resulted in the Company losing the operating subsidiary, its only tangible asset.

Since the divestiture of the Company's subsidiary, the Company has not engaged in any new operations. During the past year, the company has investigated several merger / acquisition opportunities, but has not concluded any transaction. This has been mainly due to the fact that the due diligence conducted by company officials and or professional advisors has deemed the proposed deals unsuitable for the company or too risky a transaction.

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.

Contracted Consultant.

The Company has engaged the services of a business consulting entity-namely Overseas Development Holdings Corp, an entity in which the chairman owns 33% of the shares. This entity is being paid the sum of $10,000 monthly. The company has not paid any amount to this entity as of this time, and all amounts due are being accrued in the accounts 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.

In June 2004, the Company filed suit in federal court in Utah against Corporate Stock Corporation (“CST”), in the amount of $25,000. The claims relate to unfair and unrealistic cash demands made of the Company in early April, 2004, upon the Company notifying CST of its desire and intention to terminate its relationship with CST.

As of the time of the filing of this annual report on Form 10-KSB, the Company reports that the parties to the litigation have agreed to a settlement of the case. A stipulation for dismissal has been signed by all parties and the case has been formally dismissed with each party paying its own costs.

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

None.

PART II

ITEM 2. OTHER INFORMATION

FORWARD SPLIT

On April 30, 2007, the Company announced that the Board of Directors of the company had on April 24, 2007, unanimously voted to approve and declared a 2 for 1 forward stock split for all shareholders of record as of May 15, 2007 (The Record Date) payable on May 16, 2007 (The Effective Date).

This Forward Stock Split was officially recognized at the open of trading on May 16, 2007 (The Effective Date).

SUBSEQUENT EVENT

On July 25, 2007 a merger agreement was entered into between Reddi Brake Supply Corporation, (RBS) (survivor) and Hidden Splendor Resources, Inc. (HPR) with an estimated closing date during August 2007. The planned acquisition of HPR by RBS will be completed by the issuance of 52,477,200 post-split shares (issued and held in escrow) of RBS‘s common capital stock, in exchange for all stock of HPR, representing 90% of the outstanding stock of RBS after the acquisition. The outstanding common stock of RBS before the acquisition would be 5,830,800 and after 58,308,000. The transaction will be accounted for as a reverse acquisition in which HPR is considered to be the acquirer of RBS for reporting purposes. The continuing operations of the business will be those of HPR, including its prior historical financial statements, and the operations of BRS s tarting after the merger. .

Hidden Splendor Resources, Inc. is in the business of the development, production and selling of coal.

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 "RDDI". As of August 7, 2007 the Company had 58,396,000 shares of common 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
	HIGH	LOW	HIGH	LOW
2006
JULY 3 THRU SEPT. 29 OCT. 2 THRU DEC. 29	.31 .31	.31 .25	1.01 1.01	1.01 .75

2007
JAN. 3 THRU MAR. 30 APR. 2 THRU MAY 16	.32 2.15	.30 .32	.75 2.25	.75 .75

(After 2 for 1 forward split)
MAY 17 THRU JUNE 29	.55	.35	.75	.45

The Company has never declared a dividend on its Common Stock. The Company has not paid, nor declared, any dividends on its Common Stock 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 Sales of Unregistered Securities

During the year ended June 30, 2007 the Company issued 330,000 post-split common shares for services , 902,000 post-split common shares for payment of debt, and 4,000,000 post-split common shares in exchange for all outstanding preferred shares.

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

Results of Operations for the Years Ended June 30, 2007 and 2006

The Company did not generate any revenue during fiscal years 2007 and 2006. The Company incurred expenses for the year ended June 30, 2007 of $177,711 which was comprised of $165,200 in consulting fees and $12,511 in general and administrative expenses. During the year ended June 30, 2006 the Company incurred expenses of $141,587 which was comprised of $130,000 in consulting fees and $11,587 in general and administrative expenses. The Company has no material commitments for capital expenditures for the next twelve months.

From inception through June 30, 2007, the company had an accumulated deficit of $37,902,808 of which $17,650,829 was accumulated during the development stage.

Liquidity and Capital Resources

As of the fiscal year end June 30, 2007 the Company had no assets. The Company has current liabilities in the amount of $322,260 which includes $1,875 in accounts payable and $320,385 in accounts payable to related parties for expenses paid on behalf of the Company.

The Company believes that its current cash needs can be met based upon the continued willingness of management to lend the Company funds in order to maintain its 1934 Act reporting requirements. However, should the Company obtain a business opportunity, it may be necessary to raise additional capital. This may be accomplished by loans from the principals of the Company, debt financing, equity financing or a combination of financing options.

The company is currently conducting negotiations with several alternate international entities for the purposes of enacting an acquisition. Management remains positive in this regard, and fully expects to formally close such a transaction in the short term.

ITEM 7. FINANCIAL STATEMENTS.

The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company's management, with the participation of the chief executive officer/chief financial officer, carried out an evaluation of the effectiveness of the Company's "disclosure, controls and procedures" (as defined in the Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the period covered by this annual report (the "Evaluation Date"). Based upon that evaluation, the chief executive officer/chief financial officer concluded that, as of the Evaluation Date, the Company's disclosure, controls and procedures are effective, providing them with material information relating to the Company as required to be disclosed in the reports the Company files or submits under the Exchange Act on a timely basis.

(b) Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer/chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the year ended June 30, 2007 has been disclosed.

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, 2007, 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
Michael J. Zwebner	55	President and Director	April 2004
Ronald S. Friend	52	Secretary/Treasurer and Director	April 2004
Paul Holm	54	Director	April 2004

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:

Mr. Michael J. Zwebner, the Chairman and CEO, is an accomplished businessman. He has served as a Director since November, 2001 and is the Chairman of the Board of Directors. He is the current chairman of the board of Universal Communication Systems Inc, a public company listed on the OTC Bulletin Board. He also serves as a director of Corridor Communication Corporation. He was the founder of VideoCall International and Talk Visual Corporation and has served as a Director and its Chairman of the Board of Directors since September, 1998 until March, 2002. He is a life member of the International Institute of Directors.

From 1974 to 1986, Mr. Zwebner founded and ran a large travel and tourism company and a charter airline, specializing in the areas of air charter travel, wholesale ticketing and general business and tourist travel.

From 1986 to 1990, Mr. Zwebner owned and operated several real estate companies as well as managed a chain of five family restaurants and related catering services in England.

From 1991 to 1997, Mr. Zwebner founded and served as Vice-President of Cardcall International Holdings Inc. (USA) and Operating Manager of Cardcall (UK) Inc. for which he designed and developed telecommunications and marketing concepts and organized the prepaid phone card operations. Mr. Zwebner also coordinated corporate finance activities for Cardcall.

In February of 1997, Mr. Zwebner negotiated and secured the sale and merger of the Cardcall Group to a publicly held entity based in Connecticut in a transaction valued around $22 million. In addition, in February of 1988, Mr. Zwebner negotiated the creation of a multi-million dollar joint venture between Cardcaller Canada Inc. with Datawave Systems Inc. of Vancouver, Canada.

Mr. Zwebner grew up and was educated in the UK, and excelled in Geography, Economics, British Constitution, and General Accounting. He has a wide range of business experiences, having concluded many international business transactions. He has owned and successfully ran an airline and large travel group, a chain of restaurants as well as a real estate development company. His expertise is also focused on concept development, product design, and the ability to bring new ideas from initial conceptual stages through the full process of development and finally to sales and marketing. Mr Zwebner has been involved in financing of companies, and over the past 10 years, has raised and successfully negotiated corporate funding in the many millions of dollars. Mr. Zwebner speaks, reads and writes 5 languages.

Paul Holm, is a fourteen-year veteran of investor relations. Working for small and large public and investor relations firms, he has built a solid following of money mangers, brokers, investment bankers and other members of the financial community. Over the years, he’s worked with hundreds of public technology, medical/biotech and service companies, using his expert communication skills and "high touch" relationships to introduce them to the right investors, and maintain those relationships. Accordingly, Mr. Holm coordinates our Investor Relations efforts. Prior to PortfolioPR, he was a managing partner at KCSA Public Relations Worldwide, and before that held positions at Citicorp and the New York City Office of Management & Budget.

Ronald S. Friend, areas of expertise are in the fields of general corporate law and business advice, personal and commercial real estate law. Client base is drawn from a broad range of business entities both UK and overseas. From 1986 to present a Solicitor at, Premier House; from 1985 to 1986, an associate with Greenwood & Co., Solicitors; from 1980 to 1985, an associate with Jack Friend, Kaye & Co., Solicitors; and from 1975 to 1980, an associate with Bernard Sheridan & Co., Solicitors.

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 August 7, 2007, the name and the number of shares of the Company's voting stock, consisting of Common Stock, par value. $.0001, one vote per share 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	Michael Zwebner, President/Director	2,431,100	4.2%

Common	Ronald S. Friend, Secretary/Director	40,000	0%

Common	Paul Holm, Director	40,000	0%

Common	Port Universal Corporation	2,000,000⁽¹⁾	3.4%

Common	Alexander H. Walker, Jr.	27,288,144⁽²⁾	46.7%

Common	Alexander H. Walker III	8,396,352⁽²⁾	14.4%

Common	Amanda Cardinalli	8,396,352⁽²⁾	14.4%

Common	Timotha Ann Kent	8,396,352⁽²⁾	14.4%

	Officers and Directors as a Group	4,511,100	7.7%

(1) Michael Zwebner controls these shares through his affiliation with Port Universal Corporation.

(2) Shares issued and held in escrow pending the close of the merger with Hidden Splendor Resources, Inc.

(3) 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.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has entered into a consulting agreement with Overseas Development Holdings. Michael Zwebner, the Company’s president, has a 33.3 percent ownership interest in Overseas Development Holdings.

Officers-directors and their controlled entities have made no interest, demand loans and accrued consultants fees of $320,385 to the Company.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

Date

Report Type

Item Nos.

4/30/07

8-K

8.01, 9.01

5/3/07

8-K/A

8.01, 9.01

Exhibits

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


Exhibit No.	SEC Ref. No.	Title of Document	Location

1	3(i)	Articles of Incorporation	See Note (1)
2	3(i)	Articles of Amendment to the Articles of Incorporation	See Note (1)
3	3(i)	Articles of Amendment to the Articles of Incorporation	See Note (1)
4	3(i)	Articles of Amendment to the Articles of Incorporation	See Note (1)
5	3(i)	Articles of Amendment to the Articles of Incorporation	See Note (1)
6	3(i)	Articles of Amendment to the Articles of Incorporation	See Note (1)
7	3(ii)	By Laws	See Note (1)
8	4	Certificate of Designation for Preferred Class C Stock	See Note (2)
9	4	Certificate of Amendment to Preferred Class B Stock	See Note (3)
10	10	Asset Purchase Agreement	See Note (1)
11	10	Lease Agreement	See Note (1)
12	14	Code of Ethics	See Note (4)
13	99	Order Confirming Plan of Reorganization	See Note (1)
14a	31.1	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
14b	31.2	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
15a	32.1	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Attached
15b	32.2	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Attached

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

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

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

Note (4) - Filed as an Exhibit on Form 10-KSB for the fiscal year ended June 30, 2006, and filed October 10, 2006, is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1) Audit Fees.

The Company was billed the following amounts for its fiscal years 2006 and 2007, for professional services rendered by its principal accountant for the audits of the Company’s annual financial statements and for reviews of the Company’s quarterly financial statements:

2006: $ 3,200

2007: $ 4,000

(2) Audit-Related Fees.

The Company was billed the following amounts for its fiscal years 2006 and 2007, for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audits or reviews of the Company’s financial statements not otherwise reported under Item 14(1), above:

2006: $ 0

2007: $ 0

(3) Tax Fees.

The Company was billed the following amounts for its fiscal years 2006 and 2007, for professional services rendered by its principal accountant for tax compliance, tax advice, and tax planning:

2006: $ 300

2007: $ 300

(4) All Other Fees.

The Company was billed the following amounts for its fiscal years 2006 and 2007, for professional services rendered by its principal accountant for all other fees not otherwise reported under Item 14(1), (2) or (3), above

(5) Audit Committee Policies and Procedures.

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

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

Not applicable

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

REDDI BRAKE SUPPLY CORPORATION

Date: August 8, 2007

By: /s/ Michael J. Zwebner

Michael J. Zwebner, Chief Executive Officer

Date: August 8, 2007

By: /s/ Ronald S. Friend

Ronald S. Friend, 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: August 8, 2007

By: /s/ Michael J. Zwebner

Michael J. Zwebner, Director

Date: August 8, 2007

By: /s/Ronald S. Friend

Ronald S. Friend, Director

Date:

By: _______________________________

Paul Holm, Director

MADSEN & ASSOCIATES, CPA=s Inc. 684 East Vine St, Suite 3

Certified Public Accountants and Business Consultants Murray, Utah 84107

Telephone 801 268-2632

Fax 801-262-3978

Board of Directors

Reddi Brake Supply Corporation

Salt Lake City, Utah

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Reddi Brake Supply Corporation (development stage company) at June 30, 2007, and the related statements of operations, stockholders' equity, and cash flows for the years ended June 30, 2007 and 2006, and the period July 1, 1997 (date of inception of development stage) to June 30, 2007. 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provides 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, 2007, and the results of operations, and cash flows for the years ended June 30, 2007 and 2006, and the period July 1, 1997 to June 30, 2007, 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 will need additional working capital for its planned activity and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Salt Lake City, Utah

July 31, 2007 /s/Madsen & Associates, CPA’s Inc.

F-1

REDDI BRAKE SUPPLY CORPORATION

(Development Stage Company)

BALANCE SHEET

June 30, 2007


ASSETS
CURRENT ASSETS

Cash	$	-

Total Current Assets	$	-




LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES

Accounts payable - related parties	$	320,385
Accounts payable		1,875

Total Current Liabilities		322,260


STOCKHOLDERS' DEFICIENCY

Preferred stock
2,500,000 shares authorized at $0.0001 par value;
none outstanding		-
Common stock
100,000,000 shares authorized at $0.0001 par value;
5,830,800 shares issued and outstanding		583
Capital in excess of par value		37,579,965
Accumulated deficit		(37,902,808)
Total Stockholders' Deficiency		(322,260)

	$	-

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

F-2

REDDI BRAKE SUPPLY CORPORATION

(Development Stage Company)

STATEMENTS OF OPERATIONS

For the Years Ended June 30, 2007 and 2006 and the period

July 1, 1997 (date of inception of development stage) to June 30, 2007


						July 1, 1997
		June 30,		June 30,		to
		2007		2006		June 30, 2007

REVENUES	$	-	$	-	$	-

EXPENSES

Consultants		165,200		130,000		490,200
Administrative		12,511		11,587		469,883

NET OPERATING LOSS FROM OPERATIONS		(177,711)		(141,587)		(960,083)

OTHER INCOME (LOSSES)

Interest expense		-		-		(4,036,995)
Loss on liquidation of assets and liabilities		-		-		(25,223,711)
Gain on payment and settlement of debt		-		-		12,569,960

NET LOSS	$	(177,711)	$	(141,587)	$	(17,650,829)




NET LOSS PER COMMON SHARE

Basic and diluted	$	(.30)	$	(.24)


AVERAGE OUTSTANDING SHARES -
(stated in 1,000’s)
Basic		5,831		5,829

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

F-3

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, 2007


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

Balance July 1, 1997	130,000	$	13	134,522	$	14	$	37,098,676	$	(20,251,979)
Issuance of common stock for
retirement of preferred stock	(70,000)		(7)	21,544		2		5		-
Net loss for the year
ended June 30, 1998	-		-	-		-		-		(26,091,096)
Net loss for the year
ended June 30, 1999	-		-	-		-		-		(902,293)
Preferred stock dividends	-		-	-		-		82,856		(82,856)
Issuance of common stock for
settlement of legal action -
October 1999	-		-	2,680		-		4,200		-
Issuance of class C preferred stock for
for expenses - June 14, 2000 -
related parties	2,000,000		200	-		-		9,800		-
Preferred stock dividends	-		-	-		-		27,727		(27,727)
Net loss for the year
ended June 30, 2000	-		-	-		-		-		(991,576)
Preferred stock dividends	-		-	-		-		6,897		(6,897)
Issuance of common stock for
retirement of preferred
stock and accrued dividends -
September 2000	(60,000)		(6)	42,282		4		2		-
Net loss for the year
ended June 30, 2001	-		-	-		-		-		(1,111,703)
Issuance of common stock for
payment and settlement of
debt - October 2001	-		-	25,772		3		38,458		-
Net profit for the
year ended June 30, 2002	-		-	-		-		-		12,000,038
Net profit for the year
ended June 30, 2003	-		-	-		-		-		102,197
Issuance of common stock for
settlement of debt - March 4, 2004	-		-	32,000		3		17,997		-
Net loss for the year
ended June 30, 2004	-		-	-		-		-		(21,369)
Issuance of common stock for payment
of debt at $.75 - October 2004	-		-	100,000		10		37,554		-
Issuance of common stock for services
at $.75 - October 2004	-		-	200,000		20		74,980		-
Net loss for the year
ended June 30, 2005	-		-	-		-		-		(198,249)
Issuance of common stock for services	-		-	40,000		4		4,996		-
Net loss for the year ended
June 30, 2006	-		-	-		-		-		(141,587)

Balance June 30, 2006	2,000,000	$	200	598,800	$	60	$	37,404,148	$	(37,725,097)

The accompanying notes are an integral part of these financial statements

F-4

REDDI BRAKE SUPPLY CORPORATION

(Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued

Period July 1, 1997 (date of inception of development stage) to June 30, 2007

_____________________________________________________________________________________


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

Issuance of common stock for
retirement of preferred stock	(2,000,000)		(200)	4,000,000		400		(200)		-
Issuance of common stock for
payment of debt	-		-	902,000		90		127,650		-
Issuance of common stock for
services	-		-	330,000		33		48,367		-
Net loss for the year
ended June 30, 2007	-		-	-		-		-		(177,711)

Balance June 30, 2007	-	$	-	5,830,800	$	583	$	37,579,965	$	(37,902,808)

The accompanying notes are an integral part of these financial statements

F-5

REDDI BRAKE SUPPLY CORPORATION

(Development Stage Company)

STATEMENT OF CASH FLOWS

For the Years Ended June 30, 2007 and 2006 and the Period

July 1, 1997 (date of inception of development stage) to June 30, 2007


						July 1, 1997
		June 30,		June 30,		to
		2007		2006		June 30, 2007
CASH FLOWS FROM OPERATING
ACTIVITIES

Net profit (loss)	$	(177,711)	$	(141,587)	$	(17,650,829)
Adjustments to reconcile net loss to
net cash provided by operating activities

Changes in available-for-sale securities		-		-		2,034
Changes in accounts receivable		-		-		12,756
Changes in accounts payable		129,311		127,033		735,282
Loss of assets		-		-		25,223,711
Accrued interest - convertible debt		-		-		4,036,995
Issuance common stock for settlement of legal action		-		-		22,200
Issuance common stock for services		48,400		5,000		128,400
Issuance of preferred stock for expenses		-		-		10,000
Settlement of debt		-		-		(12,569,960)

Net Cash Used in Operations		-		(9,554)		(49,411)

CASH FLOWS FROM INVESTING
ACTIVITIES		-		-		-

CASH FLOWS FROM FINANCING
ACTIVITIES

Proceeds from loans - related party		-		9,554		18,756

Net Increase (Decrease) in Cash		-		-		(30,655)

Cash at Beginning of Period		-		-		30,655

Cash at End of Period	$	-	$	-	$	-

NON CASH FLOWS FROM OPERATING AND FINANCING ACTIVITIES

Issuance of 1,340 shares common stock for expenses - 1999					$	4,200
Issuance of 2,000,000 shares class C preferred stock for expenses - 2000						10,000
Issuance of 12,886 shares common stock for payment and settlement of debt -2001						38,461
Issuance of 16,000 shares common stock for settlement of legal action - 2003						18,000
Issuance of 50,000 shares common stock for payment of debt - 2004						37,564
Issuance of 100,000 shares common stock for services - 2004						75,000
Issuance of 20,000 shares common stock for services - 2006						5,000
Issuance of 330,000 shares common stock for services - 2007						48,400

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

F-6

REDDI BRAKE SUPPLY CORPORATION

NOTES TO FINANCIAL STATEMENTS

June 30, 2007

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 former subsidiary, Reddi Brake Supply Company, Inc., was 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 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.

After March 1997 the Company has been engaged in seeking viable business opportunities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not adopted a policy regarding payment of dividends.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized. On June 30, 2007 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.

F-7

REDDI BRAKE SUPPLY CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2007

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 expenses 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.

F-8


Registered shares	Shares		Amount
For payment of debt	710,000	$	97,020
For services and expenses	290,000		43,400
Private placement shares
For payment of debt	192,000		30,720
For services and expense	40,000		5,000