<PAGE>
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-58343
SUPPLEMENT TO BRAKE HEADQUARTERS USA, INC.
PROSPECTUS DATED AUGUST 12, 1998
LionsHead, Ltd. entered into agreements, dated January 5, and January
13, 1999, with two current debentureholders, Amro International (the assignee of
Mabcrown, Inc.) and Endeavour Capital Fund S.A.("Endeavour") to purchase
$214,655 and $476,375 of 8% Convertible Debentures dated April 30, 1998 (the
"Debentures") prior to February 4, 1999. The Debentures mature on April 30, 2000
and are convertible into shares of Common Stock at the rate of $.1875 per share.
LionsHead, Ltd. has agreed to convert $543,750 principal amount of the
Debentures into 2,900,000 shares of Common Stock plus accrued interest, also at
$.1875 per share and assigned 450,000 of such shares of Common Stock to The
Trading Post Inc. The shares of Common Stock underlying the Debentures were
registered for resale by Endeavour and Mabcrown, Inc. as part of this
Registration Statement.
In view of the foregoing, the Selling Securityholders table set forth
on page 21 of this Prospectus is revised to add the following information:
<TABLE>
<CAPTION>
Securities
Amount and Beneficially Percent
Nature Owned of Class:
Beneficial After Before After
Ownership(1) Offering Offering(2) Offering
------------ -------- ----------- --------
Shares to
Shares be Sold
------ -------
<S> <C> <C> <C> <C> <C>
LionsHead, Ltd. 2,450,000 (5) 2,450,000 (5) -0- 24% -0-
The Trading Post Inc. 450,000 450,000 (5) -0- * -0-
</TABLE>
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*Less than 1% of the issued and outstanding shares
(2) Based on 9,153,351 shares of Common Stock issued and outstanding on
December 31, 1998, prior to the conversion of the Debentures.
(5) Shares of Common Stock issuable upon conversion of $543,750 of the 1998
Debentures at $.1875 per share which were purchased from Amro International (the
assignee of Mabcrown, Inc.) and Endeavour Capital Fund S.A. by LionsHead, Ltd.
Does not include shares issuable upon (a) conversion of the remaining $147,280
of Debentures to be purchased by LionsHead, Ltd. of which $100,000 has been
assigned to Redstone Securities, Inc., an NASD member firm, or (b) up to
$12,138.29 and $29,130.29 of accrued interest to be paid by LionsHead, Ltd. to
Amro and Endeavour, respectively, which the Company has agreed to allow
LionsHead, Ltd. to convert into shares of Common Stock, all issuable at $.1875
per share or an aggregate of up to 220,100 shares of Common Stock.
Dated: January 19, 1999
