The brake pads are shot, gear shifters are both worn out along with the cables for it being rusted out, as you can see the rims and mostly everything else is pitted and rusting, the tires are starting to warp and dry rot. The list goes on...

I live in Buffalo NY, I've been to both Rick's and Campus Wheelworks and both having nothing in the $300 area which is kind of my limit, possibly $400. There is one nice Fuji frame around here with lots of good parts, built by a reputable guy but its a 58cm. I'm 5'8" - 5'9" and assume I'm too short, maybe I'm wrong.

thanks for the help!