UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                      Commission File Number:  000-49690


                                 (Check One):

                       [ X ] Form 10-K and Form 10-KSB
                       [   ] Form 11-K
                       [   ] Form 20-F
                       [   ] Form 10-Q and Form 10-QSB
                       [   ] Form N-SAR


For Period Ended:  09/30/2005

[   ] Transition Report on Form 10-K and Form 10-KSB

[   ] Transition Report on Form 20-F

[   ] Transition Report on Form 11-K

[   ] Transition Report on Form 10-Q and Form 10-QSB

[   ] Transition Report on Form N-SAR

For the Transition Period Ended:
________________________________________________________________________________

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:

================================================================================


                                     PART I

                             REGISTRANT INFORMATION

Full Name of Registrant: McKenzie Bay International, Ltd.


Former Name if Applicable: N/A

Address of Principal Executive Office: 37899 Twelve Mile Road, Ste. #300


City, State and Zip Code: Farmington Hills, Michigan 48331


Phone Number:  (248) 489-1961

                                    PART II

                             RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.

(Check box if appropriate)

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

[X]        (b)  The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form 10-Q,
10-QSB or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and

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


                                    PART III

                                   NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period.  (Attach extra sheets
if needed).

The registrant has not yet received certain supporting documents necessary for
the completion of its audit for the fiscal year ended September 30, 2005

                                    PART IV

                               OTHER INFORMATION

     (1)  Name and telephone number of person to contact in regard
to this notification:

Gregory N. Bakeman                (248) 489-1961
- ----------------            ------------------------------
(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 other 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.

                        McKenzie Bay International, Ltd.
                --------------------------------------------
                [Name of Registrant as Specified in Charter]

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date 12/29/2005        By:     /s/ Gregory N.Bakeman
     ----------                -----------------
                               Gregory N. Bakeman
                               Chief Executive Officer



        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.

ATTENTION

        Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).