<PAGE>

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

   
                                    FORM 10-Q
                                 Amendment No. 1
    
           [X] Quarterly Report Pursuant To Section 13 or 15[d] Of The
                         Securities Exchange Act Of 1934

                  For the quarterly period ended March 31, 1998

                                       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 May 20, 1998
     --------------------                            ---------------------------
Common Stock, $.001 par value                                 4,563,321
Class A Common Stock Purchase Warrants



<PAGE>





                             BRAKE HEADQUARTERS, USA
   
                                   FORM 10-Q/A
    
                                QUARTERLY REPORT
                                 March 31, 1998

================================================================================

                                                                      Page No.
                                                                      --------
PART I -  FINANCIAL INFORMATION

Item 1.    Consolidated Financial Statements -

           Consolidated Balance Sheets -  March 31, 1998
           (Unaudited) and December 31, 1997 ........................     3

           Consolidated Statements of Income For The
           Three Months Period Ended March 31, 1998
           and March 31, 1997 (Unaudited)............................     4

           Consolidated Statements of Cash Flows For The
           Three Months Period Ended March 31, 1998
           and March 31, 1997 (Unaudited)............................     5

           Notes to Consolidated Financial Statements (Unaudited)....   6-7

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.......................   7-8


PART II - EXHIBITS AND REPORTS ON FORM 8-K...........................     9

Item 3.    Other Information.........................................     9

Item 6.    Exhibits and Reports on Form 8-K..........................     9

           Signatures................................................    10
<PAGE>

                BRAKE HEADQUARTERS U.S.A., INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                      March 31, 1998
                                                                       (Unaudited)           December 31, 1997
                                                                      --------------         -----------------
<S>                                                                    <C>                    <C>
ASSETS

Current Assets:
     Cash                                                              $    258,353            $     65,410
     Accounts receivable, less allowance for doubtful
        accounts of $1,188,000 and $1,179,000                            10,609,533               8,910,085
     Inventory                                                           23,230,866              25,814,917
     Prepaid expenses and other current assets                              371,345                 754,761
                                                                       ------------            ------------
           Total current assets                                          34,470,097              35,545,173

Property and Equipment - net                                              1,633,046               1,638,749
Other Assets                                                                656,650                 674,571
Due from President                                                           60,874                  60,874
Deferred Tax Asset                                                          261,000                 261,000
                                                                       ------------            ------------
           Total Assets                                                $ 37,081,667            $ 38,180,367
                                                                       ============            ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                                                  $  6,509,370            $  6,546,436
     Accrued expenses and other current liabilities                       2,305,995               2,061,752
     Current portion of long-term debt                                    1,673,324               1,673,324
     Deferred tax liability                                               1,145,000               1,526,000
                                                                       ------------            ------------
           Total current liabilities                                     11,633,689              11,807,512
                                                                       ------------            ------------

Long-term Debt                                                           15,590,397              16,239,285
Deferred Credit                                                           3,591,404               3,684,404
                                                                       ------------            ------------
           Total liabilities                                             30,815,490              31,731,201
                                                                       ------------            ------------

Shareholders' Equity:
     Series B preferred stock - $.001 par value; authorized,
         issued and outstanding 1,000 shares                                      1                       1
     Common stock - $.001 par value; authorized 6,000,000
        shares, issued and outstanding 4,563,321 shares                       4,563                   4,563
     Additional paid-in capital                                          17,022,258              17,022,258
     Accumulated deficit                                                (10,760,645)            (10,577,656)
                                                                       ------------            ------------
           Total shareholders' equity                                     6,266,177               6,449,166
                                                                       ------------            ------------

           Total Liabilities and Shareholders' Equity                  $ 37,081,667            $ 38,180,367
                                                                       ============            ============
</TABLE>
                                 See Notes to Consolidated Financial Statements
                                                                              3
<PAGE>

                BRAKE HEADQUARTERS U.S.A., INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                   March 31, 1998           March 31, 1997
                                                                   --------------           --------------
<S>                                                                 <C>                     <C>         
Sales                                                               $ 17,179,005            $  8,144,874
   Less returns and allowances                                          (790,496)               (613,454)
                                                                    ------------            ------------
Net sales                                                             16,388,509               7,531,420
Cost of goods sold                                                    11,679,601               5,620,325
                                                                    ------------            ------------

Gross profit                                                           4,708,908               1,911,095

 Selling, general and administrative expenses                          4,566,872               1,769,619
                                                                    ------------            ------------

Income from operations                                                   142,036                 141,476
                                                                    ------------            ------------

Other income (expense):
    Other income                                                          12,620                 114,846
    Interest expense                                                    (448,645)               (202,083)
                                                                    ------------            ------------
                                                                        (436,025)                (87,237)
                                                                    ------------            ------------

(Loss) income before bebefit (provision) for income taxes               (293,989)                 54,239

Benefit (provision) for income taxes                                     111,000                 (21,000)
                                                                    ------------            ------------

Net (loss) income                                                   $   (182,989)           $     33,239
                                                                    ============            ============

Net (loss) income per basic and diluted share                       $       (.04)           $        .01
                                                                    ============            ============


Weighted average number of common shares outstanding                   4,563,321               4,219,284
                                                                    ============            ============
</TABLE>

                                  See Notes to Consolidated Financial Statements
                                                                               4
<PAGE>

                BRAKE HEADQUARTERS U.S.A., INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASHFLOWS

                                  (Unaudited)

<TABLE>
<CAPTION>
   
                                                                                      Three Months Ended
                                                                                March 31, 1998      March 31, 1997
                                                                              ------------------  -----------------
<S>                                                                           <C>                 <C>
Cash flows from operating activities:
    Cash received from customers                                                 $15,036,151          $ 7,822,715
    Cash paid to suppliers and employees                                          13,306,664)          (6,932,216)
    Interest paid                                                                   (462,310)            (202,083)
    Taxes paid                                                                      (396,172)             (28,322)
                                                                                  -----------         ------------
             Net cash provided by operating activities                               871,005              660,094
                                                                                  -----------         ------------
Cash flows from investing activities                                                                  
    Capital expenditures                                                             (29,174)             (33,818)
    Loans to President                                                                     -               (5,000)
                                                                                  -----------         ------------
             Net cash used in investing activities                                   (29,174)             (38,818)
                                                                                  -----------         ------------

Cash flows from financing activities:
    Proceeds from sale of stock and warrants                                               -               77,200
    Repayments of notes payable and long term debt                                  (606,286)            (855,442)
    Principal payments on long-term debt                                             (42,602)             (34,499)
                                                                                  -----------         ------------
             Net cash used in financing activities                                  (648,888)            (812,741)
                                                                                  -----------         ------------

Net increase (decrease) in cash                                                      192,943             (191,465)
Cash at  beginning of period                                                          65,410              536,928
                                                                                  -----------         ------------
Cash at end of period                                                              $ 258,353            $ 345,463
                                                                                  ===========         ============
Reconciliation of net income to net cash used in operating activities:
    Net (loss) income                                                             $ (182,989)            $ 33,239
    Adjustments to reconcile net (loss) income to net cash provided by
    (used in) operating activities:
     Depreciation and amortization                                                    34,877               24,844
     Amortization of deferred credit                                                 (93,000)
     Amortization of financing costs                                                  25,242
     Provision for doubtful accounts                                                  56,085
     Gain on sale of marketable securities                                           (12,620)
     Changes in assets and liabilities:
            Accounts receivable                                                   (1,755,533)             309,208
            Inventory                                                              2,584,051            1,748,893
            Prepaid expenses and other current assets                                370,794               21,908
           Other assets                                                               17,921              (19,819)
           Accounts payable and accrued expenses                                     207,177           (1,458,179)
           Deferred tax Liability                                                   (381,000)                --
                                                                                  -----------         ------------

             Net cash provided by operating activities                             $ 871,005            $ 660,094
                                                                                  ===========         ============


Supplemental information of non-cash financing activities:
 
    During the quarter ended March 31, 1997, thirty thousand shares of common stock were issued to a merger
    and acquisition firm.  The fair value of the common stock issued was $296,250.
</TABLE>
    
                                 See Notes to Consolidated Financial Statements
                                                                              5
<PAGE>

                BRAKE HEADQUARTERS U.S.A., INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1

Basis of Presentation

           The accompanying unaudited consolidated financial statements of Brake
Headquarters U.S.A., Inc. and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the three
months ended March 31, 1998 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1998. For further information,
refer to the financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997. There
has been no significant changes of accounting policies since December 31, 1997.

Note 2

Long-term Debt

         The Company was in technical default under its credit facilities at
December 31, 1997 and March 31, 1998. The bank has issued a waiver of the
default and amended the terms of the agreements through the remaining term of
the agreement.


Note 3

Stockholders' Equity

         In April 1998, the Company increased the authorized shares from
6,000,000 to 12,000,000 shares. Additionally, the Board of Directors and the
shareholders of the Company authorized 1,000,000 shares of preferred stock in
one or more series at the discretion of the Board of Directors.

         On April 29, 1998, the Company completed a private financing of
$1,500,000 principal amount of 8% subordinated convertible debentures due April
30, 2000 (the "Debentures"). The two foreign investors (the "Purchasers") also
received five-year warrants to purchase an aggregate of 15,000 shares of Common
Stock at $3.93 per share. The Debentures are convertible, commencing the earlier
of 60 days from the date of closing or the effective date of a Registration
Statement covering the shares of Common Stock underlying the Debentures and
Warrants, at a conversion rate equal to the effective date of a Registration
Statement covering the shares of Common Stock underlying the Debentures and
Warrants, at a conversion rate equal to the greater of (a) the lower of (i) 80%
of the Market Price on the Conversion Date, or (ii) $3.77; or (b) the Floor
Price of $2.00 per share. The Debentures are redeemable, with the consent of the
Company's lender, at any time at 120% of their principal amount plus all accrued
Price falls below the Floor Price.

         The Company and the Purchasers have agreed to sell and purchase,
respectively, up to an additional $4 million principal amount of Debentures
during the next 12 months provided certain market conditions are met. The
Company also granted the Purchasers a Right of First Refusal for a 120 day
period ending after the later of the Effective date of the Registration
Statement or the latest Closing Date of the sale of additional Debentures.

         The Company agreed to repay $500,000 from the 5% Convertible
Subordinated Debentures issued in November 1997, and it's waiting approval from
its senior lender.

                                                                               6
<PAGE>

Note 4

Commitments

           In May 1998, the Company entered into a 5 year agreement to lease new
facilities in its San Francisco warehouse and offices. The monthly lease payment
is $22,204 plus annual increases.

Item 2. Management's Discussion and Analysis Of Financial Condition And
        Results Of Operations

           The following should be read in conjunction with the Company's
audited consolidated financial statements for the year ended December 31, 1997
and the related notes included elsewhere herein.


Material Changes in Results of Operations

Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997

           Gross sales in the three months ended March 31, 1998 increased by
$9,034,131, or 110.9%, to $17,179,005 compared to $8,144,874 for the three
months ended March 31, 1997. This increase was primarily due to the sales of
WAWD (a newly acquired subsidiary in November 1997) of $10,318,329. Sales from
the Company prior to the acquisition decreased by $1,284,198, primarily due to
the loss of a major customer.

           The Company has agreed to accept the return of merchandise under
certain circumstances. In order to obtain new customers, merchandise is
exchanged, and replaced with current Company merchandise. The merchandise is
brought back to the Company where it is reboxed, relabeled and placed back in
inventory. This is a common occurrence within the industry. As the marketplace
has grown more competitive, the amount of sales returns to the Company has
significantly increased. The merchandise does not deteriorate, and obsolescence
is therefore not a problem. All merchandise which is defective and returned by
customers is returned to or credited by vendors.

           Gross profit for the three months ended March 31, 1998 increased by
$2,797,813, or 146.4% to $4,708,908 compared to $1,911,095 for the three months
ended March 31, 1997. WAWD accounted for $2,724,144 of the increase. Gross
profit margins increased for the first quarter of 1998 to 28.73% compared to
25.37% for the first quarter of 1997, as a result of the higher gross profit
margins from the WAWD sales, and improved efficiencies in purchasing.

           Operating expenses during the three months ended March 31, 1998 were
$4,566,872 an increase of $2,797,253 or 158.1% from $1,769,619 for the three
months ended March 31, 1997. WAWD's operating expenses were $2,778,632 for the
period ended March 31, 1998, a net increase of $111,622 or 6.3% which is
primarily due to increased freight and office administration.

           Income from operations for the three months ended March 31, 1998 was
$142,036 compared with $141,476 for the same period in 1997. During the three
months ended March 31, 1998, WAWD incurred a loss from operations of $54,488.


                                                                               7
<PAGE>

           Other income for the three months ended March 31, 1997 includes
$100,000 which relates to the sale of certain intangible assets previously
amortized through 1995 by the Company.

          Interest expense during the three months ended March 31, 1998 was
$448,645 an increase of $246,562 over the interest expense of $202,083 during
the corresponding period in 1997. The increase is attributed to additional
borrowings in November 1997 used to finance the acquisition of WAWD of
approximately $761,000 on existing credit lines, and $162,265 of additional
interest expense from WAWD for the three months ended March 31, 1998.

           As a result of the foregoing, the Company recorded a net loss for the
three months ended March 31, 1998 of $182,989 or $.04 per share, as compared to
net income of $33,239, or $.01 per share for the three months ended March 31,
1997.

Liquidity and Capital Resources

         The Company has continued to use funds generated from proceeds from the
sale of stock, exercise of warrants and bank borrowings to finance working
capital requirements.

         Cash provided by operations during the three months ended March 31,
1998 was $871,005 as compared with $ 660,094 used in operations during the three
months ended March 31, 1997. This change was due mainly to the decrease in
inventory of $2,584,051 which was offset by the increase in accounts receivable 
of $1,755,533.

         Cash used in investing activities was $29,174 during the first quarter
of 1998 compared with $38,818 in 1997. The change was primarily due to capital
expenditures.

           Cash used in financing activities was $648,888 during the first
quarter of 1998 compared with $812,741 in 1997. The Company repaid $606,286 of
its credit line form the proceeds of the reduction in inventory.

           March 31, 1998 the Company had a total of $17,852,262 available under
its combined lines of credit which $15,149,959 was outstanding. These funds are
available for working capital purposes.

           During the three months ended March 31, 1998, the Company made a
concerted effort to reduce inventory while ensuring sufficient product
availability. As a result, inventory decreased by $2,584,051, or 10.0% to
$23,230,866 from $25,814,917. Accounts receivable increased by $1,755,533, or
19.7%, from January 1, 1998 to March 31, 1998.










                                                                               8
<PAGE>

PART II  - EXHIBITS AND REPORTS ON FORM 8-K



Item 6.    Exhibits and Reports on Form 8-K

[a]      Financial Data Schedule

[b]      Amendment No. 1 to the Current Report on Form 8-K which was filed on
         December 2, 1997 was filed on February 2, 1998 to present the financial
         statements of WAWD-EAP Automotive Products, Inc. for the three-year
         period ended August 31, 1997, and the required pro forma financial
         information.

































                                                                               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.



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

   
DATE: June 19, 1998
    
                                       /s/ Marc J. Ruskin
                                       ------------------------------------
                                       Marc J. Ruskin, Chief Financial Officer












                                                                              10