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OMB Number: 3235-0058
Expires: May 31, 1997
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SEC FILE NUMBER
0-28640
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CUSIP NUMBER
105031-10-8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
BRAKE HEADQUARTERS U.S.A., INC.
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Full Name of Registrant
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Former Name if Applicable
33-16 WOODSIDE AVENUE, LONG ISLAND CITY, NEW YORK 11101
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Address of Principal Executive Office (Street and Number)
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report on Form 10-K will be filed on or before
the 15th calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
The executive officers of the Registrant have recently been occupied with
the negotiations and documentation associated with a private financing
transaction and other pressing matters and as a result, the Form 10-K could not
be filed within the prescribed time period.
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Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Marc Ruskin (718) 779-4800
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(Name) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ] No
(3) Is it anticipated that any signficant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[x] Yes [ ] No
Although final results from operations for the year ended December 31,
1997, are not yet available, the Registrant estimates that during the fourth
quarter of 1997 it will incur a loss of approximately $1,000,000 which will
offset the previously reported earnings of $104,305 for the nine months ended
September 30, 1997. The projected loss is a result of the Registrant's loss from
operations incurred in the fourth quarter, and an increase in its allowance for
doubtful accounts.
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
BRAKE HEADQUARTERS U.S.A., INC.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
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Date: March 31, 1998 By: /s/ Marc J. Ruskin
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Title: Chief Financial Officer
Instruction: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed and printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION:
Intentional misstatement or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
