This amendment is solely for the purpose of adding the FDS.

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                    FORM 10-Q


          [ X ] Quarterly Report Pursuant To Section 13 or 15[d] Of The
                         Securities Exchange Act Of 1934

                  For the quarterly period ended June 30, 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, New York 11101
               (Address of Principal Executive Offices) (Zip Code)

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 the past 90 days.

YES  [ X ]  NO  [   ]


              Class                              Outstanding at August  6 , 1997
Common Stock, $.001 par value                              4,362,671
Class A Common Stock Purchase Warrants


<PAGE>

                         BRAKE HEADQUARTERS U.S.A., INC.

                                    FORM 10-Q

                                QUARTERLY REPORT
                                  June 30, 1997
      =====================================================================
PART II  - EXHIBITS AND REPORTS ON FORM 8-K


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

[a]   Financial Data Schedule

[b]   No reports on Form 8-K were filed during the quarter ended June 30, 1997.



                                       9

<PAGE>

                                   SIGNATURES


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.




                                       -----------------------------------
                                       Joseph Ende, Chief Executive Officer


DATE:


                                       ------------------------------------
                                       Marc J. Ruskin, Chief Financial Officer