(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)

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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