SEC Company Response from MCKENZIE BAY INTERNATIONAL LTD (CIK 0001144216) — Nov 12, 2004
MCKENZIE BAY INTERNATIONAL LTD (CIK 0001144216)
Date: Nov. 12, 2004 · CIK: 0001144216 · Accession: 0001091818-04-000389
AI Filing Summary & Sentiment
File numbers found in text: 333-119493
Letter
[LETTERHEAD] Law Offices Reisman & Associates, P.A. 6975 NW 62nd Terrace Parkland, Florida email: Jbreisman@earthlink.net phone:954-344-0809 Fax:928-569-8195 November 09, 2004 Ms. Carrie Darling Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549
Re: McKenzie Bay International, Ltd. Form SB-2 filed October 4, 2004 File No. 333-119493
Dear Ms. Darling:
Pursuant to our telephone conversation of this morning, the following are the responses to Mr. Schwall's letter of November 4, 2004. The following paragraph numbers correspond to those in Mr. Schwall's letter.
Pending any further comments you may have, the changes referred to below will be included in Amendment No. 1 to Form SB-2.
General
1. We have been advised my McKenzie Bay that tits common stock trades in the over-the-counter market, averaging approximately 5,000 shares per day.
2. The operation of the standby equity distribution is described in detail under the caption "The Standby Equity Distribution Agreement." A table has been added to the disclosure under that caption to explain and quantify the effective commission to be paid by McKenzie Bay. Cross references to that caption will be added to other parts of the prospectus.
3. The actual effective discount which Cornell Capital Partners will receive, under the described assumptions, will be disclosed on the cover page and elsewhere in the prospectus.
Plan of Distribution
4. The terms "cross or blocked transactions" will be deleted.
The Selling Stockholders
5. The identity of each person with voting or investment control over each non-natural person will be disclosed.
6. The heading to the first quantitative column will be revised by adding "Before the Offering." Corrections will be made to certain of the quantitative data in the table. We believe that the disclosure includes all the information required by Item 507 of Regulation SB.
Changes in Accountants
7. McKenzie Bay engaged KPMG LLP as its auditors for the fiscal year ended September 30, 2002. Subsequently, KPMG LLP sold the office that conducted the audit to Deloitte & Touche LLP. Deloitte & Touche LLP conducted the audit for the fiscal year ended September 30, 2003. McKenzie Bay found that the certain services rendered by Deloitte & Touche LLP were lacking in timeliness and, accordingly, engaged other auditors for the fiscal year ended September 30, 2004. The Company has no specific policy with respect to frequent changes in auditors.
Attached to this letter are pages of the prospectus that reflect your comments. The changes from the corresponding pages in the registration statement as previously filed have been marked. We intend to include the changes in Amendment No. 1 to Form SB-2.
Sincerely,
/s/ Jonathan B. Reisman
________________________
Jonathan B. Reisman
Show Raw Text
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[LETTERHEAD]
Law Offices
Reisman & Associates, P.A.
6975 NW 62nd Terrace
Parkland, Florida
33067
email: Jbreisman@earthlink.net
phone:954-344-0809
Fax:928-569-8195
November 09, 2004
Ms. Carrie Darling
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re: McKenzie Bay International, Ltd.
Form SB-2 filed October 4, 2004
File No. 333-119493
Dear Ms. Darling:
Pursuant to our telephone conversation of this morning, the following are the
responses to Mr. Schwall's letter of November 4, 2004. The following paragraph
numbers correspond to those in Mr. Schwall's letter.
Pending any further comments you may have, the changes referred to below will be
included in Amendment No. 1 to Form SB-2.
General
1. We have been advised my McKenzie Bay that tits common stock trades in
the over-the-counter market, averaging approximately 5,000 shares per
day.
2. The operation of the standby equity distribution is described in detail
under the caption "The Standby Equity Distribution Agreement." A table
has been added to the disclosure under that caption to explain and
quantify the effective commission to be paid by McKenzie Bay. Cross
references to that caption will be added to other parts of the
prospectus.
3. The actual effective discount which Cornell Capital Partners will
receive, under the described assumptions, will be disclosed on the cover
page and elsewhere in the prospectus.
Plan of Distribution
4. The terms "cross or blocked transactions" will be deleted.
The Selling Stockholders
5. The identity of each person with voting or investment control over each
non-natural person will be disclosed.
6. The heading to the first quantitative column will be revised by adding
"Before the Offering." Corrections will be made to certain of the
quantitative data in the table. We believe that the disclosure includes
all the information required by Item 507 of Regulation SB.
Changes in Accountants
7. McKenzie Bay engaged KPMG LLP as its auditors for the fiscal year ended
September 30, 2002. Subsequently, KPMG LLP sold the office that
conducted the audit to Deloitte & Touche LLP. Deloitte & Touche LLP
conducted the audit for the fiscal year ended September 30, 2003.
McKenzie Bay found that the certain services rendered by Deloitte &
Touche LLP were lacking in timeliness and, accordingly, engaged other
auditors for the fiscal year ended September 30, 2004. The Company has
no specific policy with respect to frequent changes in auditors.
Attached to this letter are pages of the prospectus that reflect your comments.
The changes from the corresponding pages in the registration statement as
previously filed have been marked. We intend to include the changes in
Amendment No. 1 to Form SB-2.
Sincerely,
/s/ Jonathan B. Reisman
________________________
Jonathan B. Reisman
</TEXT>
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