MBF USA INC
NT 10-Q, 1997-11-14
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                                 FORM 12b-25
  [As last amended in Release No. 34-3511, December 19, 1994, 59 F.R. 67752.]

                    U.S SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549


                                 FORM 12b-25
 
                                                     --------------------------
        NOTIFICATION OF LATE FILING                        SEC FILE NUMBER
                                                               0-17458
                                                     --------------------------
               (Check One):                          --------------------------
                                                            CUSIP NUMBER

                                                     --------------------------

[ ] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q and 
                         Form 10-QSB  [ ] Form N-SAR
            For Period Ended: September 30, 1997
                               ---------------------------------
            [ ] 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 Attached Instruction Sheet 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.
- -------------------------------------------------------------------------------
    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

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    Full Name of Registrant     MBf USA, Inc.
    Former Name if Applicable
                                500 Park Boulevard
    ---------------------------------------------------------------------------
    Address of Principal Executive Office (Street and Number)
                                Itasca, Illinois  90143
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       City, State and Zip Code
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PART II--RULES 12b-25 (b) AND (c)

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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [Paragraph 23,047), 
the following should be completed. (Check box if appropriate)

    (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;

    (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and






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    (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III--NARRATIVE

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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,     
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets
if Needed) The accounting staff of the Registrant has not completed its review
of the financial records of the Registrant necessary to prepare the financial
statements for this filing.
- -------------------------------------------------------------------------------

PART IV--OTHER INFORMATION

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    (1) Name and telephone number of person to contact in regard to this
notification
Robert C. Carter                                  (630)           285-9191
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        (Name)                                 (Area Code)   (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 significant 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?

                                                               [ ] Yes   [X] No
    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.
                                MBf USA, INC.
    ---------------------------------------------------------------------
                 (Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date  November 13, 1997           By /s/ Robert C. Carter
     ---------------------------     ------------------------------------
                                     Robert C. Carter, 
                                     Principal Financial Office

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 or 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.
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                                  ATTENTION

    Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
- -------------------------------------------------------------------------------

                             GENERAL INSTRUCTIONS


    1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.

    2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the Form will be made a matter of the public record in the Commission files.

    3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.

    4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.

    5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply 
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T 
(Section 232.13(b) of this chapter).
 







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