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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-44615
SUPPLEMENT TO BRAKE HEADQUARTERS U.S.A., INC.
PROSPECTUS DATED JULY 23, 1998
On September 14, 1998, Mr. Joseph Ende entered into agreements with
two debentureholders, Gundyco in Trust for RRSP550-98866-19 ("Gundyco") and
Excalibur Limited Partnership ("Excalibur"), (collectively, the
"Debentureholders") to repurchase an aggregate of $850,000 of 5% Convertible
Debentures dated November 7, 1997 (the "Debentures") prior to November 2,
1998. The Debentures mature on November 7, 1998 and are convertible into
Common Stock at the rate of 82.5% of the average closing bid price of the
Company's Common Stock for the five trading days preceding conversion. To
date, Mr. Ende has purchased $550,000 of the Debentures and converted $100,000
of them into 614,375 shares of Common Stock. As of October 15, 1998, the
remaining $750,000 of Debentures were convertible into approximately 5,387,931
shares of Common Stock at an assumed rate of $.1392 per share. The shares of
Common Stock underlying the $850,000 of Debentures were registered for resale
by Gundyco and Excalibur as part of this Registration Statement.
In view of the foregoing, the Selling Securityholders table set forth
on pages 20-23 of this Prospectus is revised to add the following information:
<TABLE>
<CAPTION>
Amount and
Nature Securities
Beneficial Securities to Beneficially Percent of
Ownership(1) Be Sold Owned Class
--------- ---------- After After
Shares(3) Warrants(4) Shares(3) Warrants(4) Offering Offering(2)
--------- ----------- --------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Joseph Ende 2,960,407(14) -0- 614,375 -0- 2,346,032 47.9%(15)
</TABLE>
(14) Includes 614,375 shares issed upon conversion of $100,000 of the 1997
Debentures which were purchased from the Debentureholders, and also includes
270,000 shares issuable upon exercise of currently exercisable options. Does
not include 5,387,931 shares of Common Stock issuable as of October 15, 1998,
upon conversion of the remaining $750,000 of the 1997 Debentures including
$450,000 principal amount which Mr. Ende has closed on October 9, 1998 and the
remaining $300,000 for which Mr. Ende has an option to purchase from the
Debentureholders. In the event that Mr. Ende was to convert the remaining
$750,000 of Debentures, he would then own beneficially 8,348,338 (73.9%) of the
11,293,773 shares then outstanding.
(15) Based on 5,905,842 shares of Common Stock outstanding as of October 19,
1998.
Dated: October 23, 1998
