As filed with the Securities an d Exchange Commission on November 8, 2005
File No. 333-119493
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 4
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
McKENZIE BAY INTERNATIONAL, LTD.
(Name of small business issuer in its charter)
Delaware
(State or jurisdiction of incorporation or organization)
4911
(Primary Standard Industrial Classification Code Number)
51-0386871
(I.R.S. Employer Identification No.)
37899 Twelve Mile Road, Suite 300, Farmington Hills, MI 48331
(248) 489-1961
(Address and telephone number of principal
executive offices and principal place of business)
Donald C. Harms, Esq.
37899 Twelve Mile Road
Suite 300
Farmington Hills, MI 48331
(248) 489-1961
(Name, address and telephone number of agent for service)
Copies to:
Jonathan B. Reisman, Esq.
Reisman & Associates, P.A.
6975 NW 62nd Terrace
Parkland, Florida 33067
(954) 344-0809
Telecopier No.: (928) 569-8195
Approximate Date of Commencement of Proposed Sale To The Public: Not
applicable.
If this Form is filed to register additional securities for an offering
pursuant to 462(b) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_____________________________________________________________________________
The registrant is filing this post-effective amendment for the sole purpose of
removing from registration 21,626,604 shares of its common stock which remained
unsold at the end of the offering.
SIGNATURES
In accordance with 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 for filing on Form SB 2 and has authorized this
registration statement to be signed on its behalf by the undersigned, in the
City of Farmington Hills, State of Michigan, on the 8th day of November, 2005.
MCKENZIE BAY INTERNATIONAL, LTD.
By: /s/Gregory N. Bakeman, President
----------------------------
Gregory N. Bakeman, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
MCKENZIE BAY INTERNATIONAL, LTD.
By: /s/Gregory N. Bakeman, President
------------------------------
Gregory N. Bakeman, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Gregory N. Bakeman
----------------------
Gregory N. Bakeman President, Treasurer and
Director (Principal Executive
Officer and Principal Financial
and Accounting Officer) November 8, 2005
/s/William H. Damon III
--------------------
William H. Damon III Director November 8, 2005
/s/Anand Gangadharan
-----------------------
Anand Gangadharan Director November 8, 2005
/s/ Donald C. Harms
-----------------------
Donald C. Harms Director November 8, 2005
/s/ Rocco J. Martino
-----------------------
Rocco J. Martino Director November 8, 2005
/s/Stephen D. McCormick
--------------------
Stephen D. McCormick Director November 8, 2005
/s/ John Popp
-----------------
John Popp Director November 8, 2005
/s/ Gary L. Westeholm
-------------------
Gary L. Westerholm Director November 8, 2005