<PAGE>   1
Registrant requests automatic effectiveness upon filing as per Rule 462 of the
Securities Act of 1933


      As filed with the Securities and Exchange Commission on May 29, 1997
                          Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                _______________

                                    Form S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                _______________

                                 MBf USA, Inc.
               (Exact name of issuer as specified in its charter)

        Maryland                                                 73-1326131
------------------------                                      ----------------
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)


500 Park Blvd., Suite 1260, Itasca, Illinois                       60143-2639
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)


     MBf USA, Inc. Amended and Restated Omnibus Equity Compensation Plan
-------------------------------------------------------------------------------
                           (Full title of the plan)

                             Mr. Edward J. Marteka
                                 MBf USA, Inc.
                         500 Park Boulevard, Suite 1260
                            Itasca, Illinois  60143

                                With a copy to:

                          Mitchell D. Goldsmith, Esq.
                            Dennis B. O'Boyle, Esq.
                            Shefsky & Froelich Ltd.
                                444 N. Michigan
                            Chicago, Illinois  60611
-------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (630) 285-9191
-------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)


<PAGE>   2

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<S>                   <C>           <C>               <C>                 <C>
Title of Securities   Amount to be  Proposed Maximum   Proposed Maximum      Amount of    
  to be Registered     Registered    Offering Price   Aggregate Offering  Registration Fee
                                       Per Share            Price                         
-------------------------------------------------------------------------------------------
Common Stock, par     400,000 (1)         $5.125 (2)      $4,100,000 (2)       $413.19 (3)
value $1.00                                                                               
</TABLE>

(1)  Subject to increase (or decrease) in accordance with Rule 416 of
     Regulation C to reflect a merger, consolidation, reorganization,
     recapitalization, stock dividend, stock split or other change in the
     corporate structure of the Registrant which results in a change in the
     number of shares issuable pursuant to outstanding awards under the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of the
     average of the high and low prices of the shares of common stock of the
     Registrant on the Nasdaq SmallCap Market on May 27, 1997.

(3)  Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
     Registration Statement also relates to 228,827 shares of Common Stock (as
     adjusted for a 1 for 10 split) previously registered under registrant's
     Registration Statement on Form S-8 (SEC File No. 33-71132, filed November
     1, 1993).  The registration fee has been reduced by $952.11 to reflect the
     registration fee allocable to such previously registered shares.














                                       2


<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference.

     The documents listed below are hereby incorporated by reference into this
Registration Statement:

     1.    The Company's Annual Report on Form 10-K, for fiscal year         
           ended December 31, 1996 (filed on April 11, 1997).                
                                                                             
     2.    The Company's Quarterly Report on Form 10-Q, for the quarter      
           ended  March 31, 1997 (filed on May 15, 1997).                    
                                                                             
     3.    The Company's Current Report on Form 8-K dated March 27, 1997     
           (filed April 5, 1997).                                            
                                                                             
     4.    The Company's Form 8-A dated February 2, 1989.                    
                                                                             
     5.    All documents subsequently filed by the Company pursuant to       
           Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934    
           prior to the termination of the offering made hereby, shall be    
           deemed to be incorporated by reference in this Prospectus.        

     All documents filed subsequently to the foregoing by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities.

                                  (See Item 3)

Item 5.    Interests of Named Experts and Counsel.

                                 Not Applicable

Item 6.    Indemnification of Directors and Officers.

     The Maryland General Corporation Law ("MGCL") permits a corporation formed
in Maryland to include in its articles a provision eliminating or limiting the
liability of its directors and officers to the corporation or its stockholders
for money damages except for:  (i) actual receipt of

                                      3

<PAGE>   4

an improper benefit or profit in money, property or services; or (ii) active    
and deliberate dishonesty established by a judgment or other final adjudication
as being material to the cause of action adjudicated in such proceeding.  The
Company's Articles of Incorporation (the "Articles") include such a provision
limiting liability to the fullest extent permitted by the MGCL.

     The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law.  The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law.  The MGCL permits the Company to indemnify
its present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that:
(i) the act or omission of the officer or director was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty; (ii) the officer or director actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the officer or director had reasonable
cause to believe that the act or omission was unlawful.  The MGCL requires the
Company, as a condition to advancing expenses, to obtain:  (a) a written
affirmation by the officer or director of the individual's good faith belief
that he has met the standard of conduct necessary for indemnification by the
Company as authorized by the MGCL; and (b) a written agreement by or on his
behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met.  The
Company's Bylaws permit the Company to provide indemnification and advance
expenses to a present or former officer or director who served a predecessor of
the Company in such capacity, and to any employee or agent of the Company or a
predecessor of the Company.

Item 7.    Exemption from Registration Claimed.

                                 Not Applicable

Item 8.    Exhibits.

Exhibit No.

   3       Certificate of Merger                       
                                                       
  3(a)     Articles of Incorporation                   
                                                       
  3(b)     Amendment to Articles of Incorporation      
                                                       
  3(c)     By-laws                                     
                                                       
   4       Articles of Incorporation (see Exhibit 3(a))



                                      4

<PAGE>   5


    5      Opinion of Coon & Schach L.L.C. re: legality

   10      MBf USA, Inc. Amended and Restated Omnibus Equity Compensation Plan

 23(a)     Consent of Coon & Schach L.L.C. (see Exhibit 5)

 23(b)     Consent of Arthur Andersen L.L.P.

   24      Power of Attorney (see the Signature Page to this Registration 
           Statement)

Item 9.    Undertakings.

     The undersigned Registrant hereby undertakes:

     1.    To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

                 (i)   To include any Prospectus required by Section 10(a)(3) of
           the Securities Act of 1933;

                 (ii)  To reflect in the Prospectus any facts or events arising
           after the effective date of this Registration Statement (or the
           most recent post-effective amendment thereof) which, individually
           or in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement;

                 (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;

     Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

     2.    That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     3.    To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination of
the offering.



                                      5

<PAGE>   6

     4.    That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5.    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.















                                      6

<PAGE>   7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Itasca, State of Illinois, on May 29, 1997.


                                         MBf USA, INC.


                                         By:  /s/ Edward J. Marteka
                                              -------------------------
                                              Edward J. Marteka    
                                              President            













                                      7

<PAGE>   8


                           GRANT OF POWER OF ATTORNEY

     Each person whose signature appears below as a Director and/or officer
of MBf USA, Inc. hereby constitutes and appoints Edward J. Marteka and Stephen
Tan his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all subsequent amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto such attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<S>                                     <C>                                    <C>
SIGNATURES                                   TITLE                                     DATE

/s/ Heng Sewn Loi
-------------------------------------
Heng Sewn Loi                           Chief Executive Officer & Chairman     May 29, 1997

/s/ Tan Sri Dato (Dr.) Hean Heong Loy
-------------------------------------
Tan Sri Dato (Dr.) Hean Heong Loy       Director                               May 29, 1997

/s/ Loy Teik Hok
-------------------------------------
Loy Teik Hok                            Director                               May 29, 1997

/s/ Teoh Cheng Soon
-------------------------------------
Teoh Cheng Soon                         Director                               May 29, 1997

/s/ Edward J. Marteka
-------------------------------------
Edward J. Marteka                       Director                               May 29, 1997

-------------------------------------
George J. Mennen                        Director

-------------------------------------
Robert Simmons                          Director

-------------------------------------
Don Arnwine                             Director

/s/ Stephen Tan
-------------------------------------
Stephen Tan                             Secretary, Chief Financial Officer     May 29, 1997
                                        and Chief Accounting Officer
</TABLE>

<PAGE>   9

                                    EXHIBITS


Exhibit No.

   3         Certificate of Merger

  3(a)       Articles of Incorporation

  3(b)       Amendment to Articles of Incorporation

  3(c)       By-laws

   4         Articles of Incorporation (see Exhibit 3(a))

   5         Opinion of Coon & Schach, L.L.C. re: legality

   10        MBf USA, Inc. Amended and Restated Omnibus Equity Compensation Plan

  23(a)      Consent of Coon & Schach, L.L.C. (see Exhibit 5)

  23(b)      Consent of Arthur Andersen LLP

   24        Power of Attorney (see the Signature Page to this Registration 
             Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18049}]
{"company-data": {"conformed-name": "MBF USA INC", "cik": "0000837038", "assigned-sic": "5122", "irs-number": "731326131", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28003", "film-number": "97616149"}, "business-address": {"street1": "500 PARK BLVD", "street2": "STE 1260", "city": "ITASCA", "state": "IL", "zip": "60143", "phone": "2014610125"}, "former-company": {"former-conformed-name": "AMERICAN DRUG SCREENS INC", "date-changed": "19920703"}}
1
Registrant requests automatic effectiveness upon filing as per Rule 462 of the
Securities Act of 1933

      As filed with the Securities and Exchange Commission on May 29, 1997
                          Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                _______________

                                    Form S-8
                             Registration Statement
                                     Under
                           The Securities Act of 1933
                                _______________

                                 MBf USA, Inc.
               (Exact name of issuer as specified in its charter)

        Maryland                                                 73-1326131
------------------------                                      ----------------
(State of Incorporation)                                      (I.R.S. Employer
                                                             Identification No.)

500 Park Blvd., Suite 1260, Itasca, Illinois                       60143-2639
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)

     MBf USA, Inc. Amended and Restated Omnibus Equity Compensation Plan
-------------------------------------------------------------------------------
                           (Full title of the plan)

                             Mr. Edward J. Marteka
                                 MBf USA, Inc.
                         500 Park Boulevard, Suite 1260
                            Itasca, Illinois  60143

                                With a copy to:

                          Mitchell D. Goldsmith, Esq.
                            Dennis B. O'Boyle, Esq.
                            Shefsky & Froelich Ltd.
                                444 N. Michigan
                            Chicago, Illinois  60611
-------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (630) 285-9191
-------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)
2

                        CALCULATION OF REGISTRATION FEE
Title of Securities   Amount to be  Proposed Maximum   Proposed Maximum      Amount of    
  to be Registered     Registered    Offering Price   Aggregate Offering  Registration Fee
                                       Per Share            Price                         
-------------------------------------------------------------------------------------------
Common Stock, par     400,000 (1)         $5.125 (2)      $4,100,000 (2)       $413.19 (3)
value $1.00
(1)  Subject to increase (or decrease) in accordance with Rule 416 of
     Regulation C to reflect a merger, consolidation, reorganization,
     recapitalization, stock dividend, stock split or other change in the
     corporate structure of the Registrant which results in a change in the
     number of shares issuable pursuant to outstanding awards under the Plan.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of Regulation C, on the basis of the
     average of the high and low prices of the shares of common stock of the
     Registrant on the Nasdaq SmallCap Market on May 27, 1997.

(3)  Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
     Registration Statement also relates to 228,827 shares of Common Stock (as
     adjusted for a 1 for 10 split) previously registered under registrant's
     Registration Statement on Form S-8 (SEC File No. 33-71132, filed November
     1, 1993).  The registration fee has been reduced by $952.11 to reflect the
     registration fee allocable to such previously registered shares.

                                       2
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The documents listed below are hereby incorporated by reference into this
Registration Statement:

     1.    The Company's Annual Report on Form 10-K, for fiscal year         
           ended December 31, 1996 (filed on April 11, 1997).                
                                                                             
     2.    The Company's Quarterly Report on Form 10-Q, for the quarter      
           ended  March 31, 1997 (filed on May 15, 1997).                    
                                                                             
     3.    The Company's Current Report on Form 8-K dated March 27, 1997     
           (filed April 5, 1997).                                            
                                                                             
     4.    The Company's Form 8-A dated February 2, 1989.                    
                                                                             
     5.    All documents subsequently filed by the Company pursuant to       
           Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934    
           prior to the termination of the offering made hereby, shall be    
           deemed to be incorporated by reference in this Prospectus.        

     All documents filed subsequently to the foregoing by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities.

                                  (See Item 3)

Item 5.    Interests of Named Experts and Counsel.

                                 Not Applicable

Item 6.    Indemnification of Directors and Officers.

     The Maryland General Corporation Law ("MGCL") permits a corporation formed
in Maryland to include in its articles a provision eliminating or limiting the
liability of its directors and officers to the corporation or its stockholders
for money damages except for:  (i) actual receipt of

                                      3
4

an improper benefit or profit in money, property or services; or (ii) active    
and deliberate dishonesty established by a judgment or other final adjudication
as being material to the cause of action adjudicated in such proceeding.  The
Company's Articles of Incorporation (the "Articles") include such a provision
limiting liability to the fullest extent permitted by the MGCL.

     The Company's Articles authorize it to indemnify present and former
officers and directors and to pay or reimburse expenses in advance of the final
disposition of the proceeding to the maximum extent permitted from time to time
by Maryland law.  The Company's Bylaws obligate the Company to indemnify and
advance expenses to present and former officers and directors to the maximum
extent permitted by Maryland law.  The MGCL permits the Company to indemnify
its present and former officers and directors, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that:
(i) the act or omission of the officer or director was material to the matter
giving rise to the proceeding and was committed in bad faith or was the result
of active and deliberate dishonesty; (ii) the officer or director actually
received an improper personal benefit in money, property or services; or (iii)
in the case of any criminal proceeding, the officer or director had reasonable
cause to believe that the act or omission was unlawful.  The MGCL requires the
Company, as a condition to advancing expenses, to obtain:  (a) a written
affirmation by the officer or director of the individual's good faith belief
that he has met the standard of conduct necessary for indemnification by the
Company as authorized by the MGCL; and (b) a written agreement by or on his
behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met.  The
Company's Bylaws permit the Company to provide indemnification and advance
expenses to a present or former officer or director who served a predecessor of
the Company in such capacity, and to any employee or agent of the Company or a
predecessor of the Company.

Item 7.    Exemption from Registration Claimed.

                                 Not Applicable

Item 8.    Exhibits.

Exhibit No.

   3       Certificate of Merger                       
                                                       
  3(a)     Articles of Incorporation                   
                                                       
  3(b)     Amendment to Articles of Incorporation      
                                                       
  3(c)     By-laws                                     
                                                       
   4       Articles of Incorporation (see Exhibit 3(a))

                                      4
5

    5      Opinion of Coon & Schach L.L.C. re: legality

   10      MBf USA, Inc. Amended and Restated Omnibus Equity Compensation Plan

 23(a)     Consent of Coon & Schach L.L.C. (see Exhibit 5)

 23(b)     Consent of Arthur Andersen L.L.P.

   24      Power of Attorney (see the Signature Page to this Registration 
           Statement)

Item 9.    Undertakings.

     The undersigned Registrant hereby undertakes:

     1.    To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

                 (i)   To include any Prospectus required by Section 10(a)(3) of
           the Securities Act of 1933;

                 (ii)  To reflect in the Prospectus any facts or events arising
           after the effective date of this Registration Statement (or the
           most recent post-effective amendment thereof) which, individually
           or in the aggregate, represent a fundamental change in the
           information set forth in this Registration Statement;

                 (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in this Registration
           Statement or any material change to such information in this
           Registration Statement;

     Provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in a periodic report filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into this Registration Statement.

     2.    That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     3.    To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination of
the offering.

                                      5
6

     4.    That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities and Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5.    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      6
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Itasca, State of Illinois, on May 29, 1997.

                                         MBf USA, INC.

                                         By:  /s/ Edward J. Marteka
                                              -------------------------
                                              Edward J. Marteka    
                                              President            

                                      7
8

                           GRANT OF POWER OF ATTORNEY

     Each person whose signature appears below as a Director and/or officer
of MBf USA, Inc. hereby constitutes and appoints Edward J. Marteka and Stephen
Tan his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all subsequent amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto such attorneys-in-fact and agents, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURES                                   TITLE                                     DATE

/s/ Heng Sewn Loi
-------------------------------------
Heng Sewn Loi                           Chief Executive Officer & Chairman     May 29, 1997

/s/ Tan Sri Dato (Dr.) Hean Heong Loy
-------------------------------------
Tan Sri Dato (Dr.) Hean Heong Loy       Director                               May 29, 1997

/s/ Loy Teik Hok
-------------------------------------
Loy Teik Hok                            Director                               May 29, 1997

/s/ Teoh Cheng Soon
-------------------------------------
Teoh Cheng Soon                         Director                               May 29, 1997

/s/ Edward J. Marteka
-------------------------------------
Edward J. Marteka                       Director                               May 29, 1997

-------------------------------------
George J. Mennen                        Director

-------------------------------------
Robert Simmons                          Director

-------------------------------------
Don Arnwine                             Director

/s/ Stephen Tan
-------------------------------------
Stephen Tan                             Secretary, Chief Financial Officer     May 29, 1997
                                        and Chief Accounting Officer
9

                                    EXHIBITS

Exhibit No.

   3         Certificate of Merger

  3(a)       Articles of Incorporation

  3(b)       Amendment to Articles of Incorporation

  3(c)       By-laws

   4         Articles of Incorporation (see Exhibit 3(a))

   5         Opinion of Coon & Schach, L.L.C. re: legality

   10        MBf USA, Inc. Amended and Restated Omnibus Equity Compensation Plan

  23(a)      Consent of Coon & Schach, L.L.C. (see Exhibit 5)

  23(b)      Consent of Arthur Andersen LLP

   24        Power of Attorney (see the Signature Page to this Registration 
             Statement)