SEC Company Response from MCKENZIE BAY INTERNATIONAL LTD (CIK 0001144216) — Nov 15, 2004
MCKENZIE BAY INTERNATIONAL LTD (CIK 0001144216)
Date: Nov. 15, 2004 · CIK: 0001144216 · Accession: 0001091818-04-000398
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 15, 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, as amended November 10, 2004 File No. 333-119493
Dear Ms. Darling:
The following are the responses to Mr. Schwall's letter of November 12, 2004. The following paragraph numbers correspond to those in Mr. Schwall's letter. The changes described below refer to changes that have been made in Amendment No. 2 to Form SB-2.
Risk Factors
1. The captions in the prospectus which will be distributed are in bold italics as can be seen from one of the pages attached to this letter.
2. As you requested, a new risk factor has been added to the effect that unless McKenzie Bay obtains additional capital, it will not be able to pay its auditors to conduct the audit for its fiscal year ended September 30, 2004.
Use of Proceeds
3. The payment to the auditors for the September 30, 2004 fiscal year audit has been added to the table under "Use of Proceeds."
This confirms that in the future, McKenzie Bay intends to use a United States office of its auditors to audit its financial statements.
The Standby Equity Distribution Agreement
4. The disclosure on the cover page of the prospectus relating to authorization for quotation on the Nasdaq National Market, the Nasdaq SmallCap Market, the American Stock Exchange, the OTC Bulletin Board or the New York Stock Exchange has been added as you requested. In addition the disclosure under the caption "The Standby Equity Distribution Agreement" has been expanded and the location of the cross reference to that caption on the cover page of the prospectus has been changed.
Attached to this letter are pages of the prospectus that reflect your comments. The changes from the corresponding pages in Amendment No. 1 to Form SB-2 have been marked.
Sincerely,
/s/ Jonathan B. Reisman
______________________
Jonathan B. Reisman
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
[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 15, 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, as amended November 10, 2004
File No. 333-119493
Dear Ms. Darling:
The following are the responses to Mr. Schwall's letter of November 12, 2004.
The following paragraph numbers correspond to those in Mr. Schwall's letter.
The changes described below refer to changes that have been made in Amendment
No. 2 to Form SB-2.
Risk Factors
1. The captions in the prospectus which will be distributed are in bold
italics as can be seen from one of the pages attached to this letter.
2. As you requested, a new risk factor has been added to the effect that
unless McKenzie Bay obtains additional capital, it will not be able to
pay its auditors to conduct the audit for its fiscal year ended
September 30, 2004.
Use of Proceeds
3. The payment to the auditors for the September 30, 2004 fiscal year audit
has been added to the table under "Use of Proceeds."
This confirms that in the future, McKenzie Bay intends to use a United States
office of its auditors to audit its financial statements.
The Standby Equity Distribution Agreement
4. The disclosure on the cover page of the prospectus relating to
authorization for quotation on the Nasdaq National Market, the Nasdaq
SmallCap Market, the American Stock Exchange, the OTC Bulletin Board or
the New York Stock Exchange has been added as you requested. In
addition the disclosure under the caption "The Standby Equity
Distribution Agreement" has been expanded and the location of the cross
reference to that caption on the cover page of the prospectus has been
changed.
Attached to this letter are pages of the prospectus that reflect your comments.
The changes from the corresponding pages in Amendment No. 1 to Form SB-2 have
been marked.
Sincerely,
/s/ Jonathan B. Reisman
______________________
Jonathan B. Reisman
</TEXT>
</DOCUMENT>