BRAKE HEADQUARTERS U S A INC
10-Q/A, 1998-07-15
MOTOR VEHICLE SUPPLIES & NEW PARTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                 Amendment No. 1

             [X] Quarterly Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                     For the Quarter ended March 31, 1997 or

             []Transition Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       For the transition period from ______________ to _________________


                         Commission file number 0-28640


                         BRAKE HEADQUARTERS U.S.A., INC.
             (Exact Name of Registrant as Specified in Its Charter)


            Delaware                                           22-3048534
  (State or Other Jurisdiction                              (I.R.S. Employer
of Incorporation or Organization)                          Identification No.)


                33-16 Woodside Avenue, Long Island City, NY 11101
               (Address of Principal Executive Offices)(Zip Code)

                                 (718) 779-4800
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
              (Former Name, Former Address and Former Fiscal Year,
                          If Changed Since Last Report)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 past 90 days. __X__ Yes ____ No


                  Class                          Outstanding at May 12, 1997 
- --------------------------------------           ---------------------------
Common Stock $.001 par value                              4,362,671            
Class A Common Stock Purchase Warrants                                          


<PAGE>


         Pursuant to the requirements 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.

                                      BRAKE HEADQUARTERS U.S.A. INC.
                                      Registrant



                                      By: /s/ Joseph Ende
                                          ------------------------------------
                                          Joseph Ende, Chief Executive Officer




Dated: July 15, 1998                  By: /s/ Marc Ruskin
                                          ------------------------------------
                                          Marc Ruskin, Chief Financial Officer




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