United States
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 _____________

                                  FORM 10-QSB

                                   (Mark One)

 [ X ]   Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

                         For the quarterly period ended

                                 March 31, 2004

 [   ]   Transition Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

               For the transition period from                 to

                       Commission File Number: 000-49690


                        MCKENZIE BAY INTERNATIONAL, LTD.
       (Exact Name of Small Business Issuer as Specified in Its Charter)


        Delaware                                   51-0386871

(State or Other Jurisdiction of        (IRS Employer Identification No.)
Incorporation or Organization)


                            975 Spaulding Avenue SE
                          Grand Rapids, Michigan 49546

                    (Address of Principal Executive Offices)

                                 (616) 940-3800

                   (Issuer's Telephone Number with Area Code)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes   X    No ___


On May 14, 2004, the registrant had outstanding 26,177,548 shares of common
stock, $.001 par value.

Transitional Small Business Disclosure Format (check one):  Yes      No    X




                        MCKENZIE BAY INTERNATIONAL, LTD.
                              INDEX TO FORM 10-QSB

                                                                       Page
                                                                      Number
                                                                  -------------
Part I. Financial Information

Item 1. Financial Statements...................................................1
  Condensed Consolidated Balance Sheets as
  of March 31, 2004 and September 30,2003,.....................................1

  Consolidated Statements of Loss for the
  three and six months ended March 31, 2004 and 2003...........................2

  Consolidated Statements of Cash Flows for
  the six months ended March 31, 2004 and 2003.................................3

 Notes to Condensed Consolidated Financial Statements..........................6
Item 2.  Management's Discussion and Analysis or Plan of Operation............15
Item 3.  Controls and Procedures..............................................19

Part II.  Other Information
Item 2.  Changes in Securities and Small Business Issuer
         Purchases of Equity Securities.......................................20
Item 6.  Exhibits and Reports on Form 8-K.....................................20
Signatures....................................................................24
Certifications................................................................25


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



                        MCKENZIE BAY INTERNATIONAL LTD.
                                      and
                                  subsidiaries
                         (A development-stage company)
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
                         (Amounts stated in US dollars)


                                               March 31,         September 30,
                                                 2004                2003
                                              -----------        -----------
                    ASSETS                     UNAUDITED
Current:
    Cash and cash equivalents                 $   164,792      $      49,208
    Accounts receivable                           154,014            262,979
    Prepaid expenses and deposits                  90,419            145,441
                                              -----------        -----------
Total current assets                              409,225            457,628
Reclamation cash bond                             338,685            338,685
Property and equipment                             75,019             76,263
                                              -----------        -----------
Total assets                                  $   822,929      $     872,576
                                              ===========        ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current:
    Bank indebtedness                         $   121,776      $      83,463
    Accounts payable and accrued liabilities    2,490,395          2,162,934
    Current portion of long-term debt             108,967             32,945
                                              -----------        -----------
Total current liabilities                       2,721,147          2,279,342

Long-term and other liabilities:
Long-term debt                                  1,020,064          1,074,651
Reclamation and closure liabilities               250,000            250,000
Redeemable capital stock                          206,575            252,175
                                              -----------        -----------
Total long-term and other liabilities           1,476,639          1,576,826

Stockholders' equity (deficit):
 Capital stock
   75,000,000 shares of common stock authorized, at
   $0.001 par value 25,549,147 shares
   issued and outstanding
   (30/09/2003, 25,229,958)                        24,061             23,649
 Additional paid in capital                    18,214,886         16,781,788
 Accumulated deficit                          (21,310,239)       (19,564,758)
 Accumulated other comprehensive income(loss)    (303,565)          (224,271)
                                              -----------        -----------
Total stockholders' deficit                    (3,374,857)        (2,983,592)
                                              -----------        -----------
Total liabilities and stockholders' deficit   $   822,929       $    872,576

   (See accompanying notes to condensed consolidated financial statements)

<PAGE>1

                        MCKENZIE BAY INTERNATIONAL LTD.
                                      and
                                  subsidiaries
                         (A development-stage company)
                        CONSOLIDATED STATEMENTS OF LOSS
                                  (unaudited)
                         (Amounts stated in US dollars)


 <table>
  
                                                <c>            <c>         <c>           <c>              <c>
                                                                                                         Cumulative
                                                       Three months ended         Six months ended      from inception
                                                           March 31,                  March 31,          on August 23,
                                                     2004           2003         2004          2003          1996
                                                  ----------    -----------  ----------    ----------   ---------------
Revenue                                                                     $        -    $        -     $       12,825
                                                  ----------    -----------  ----------    ----------   ---------------
Expenses:
 Research, development and exploration                72,911       103,119       89,661       361,808         7,792,933
 General administration                              111,521       174,924      195,869       211,903         1,348,804
 Reorganization costs                                      -             -            -             -           102,914
 Wages and benefits                                   36,629        55,064       68,428       144,670         1,214,422
 Management wages and benefits                       881,427       140,246    1,032,981       481,149         3,385,781
 Professional fees                                   207,066       248,493      252,728       580,954         1,827,689
 Advertising, promotion and travel                    30,717        56,631       66,154        93,395           889,755
 Amortization                                          4,044         5,789        8,090        11,109           396,932
 Interest and bank charges                            17,663        19,148       33,452        19,148           193,254
 Interest on long-term debt                              493         1,407        1,221         3,029            91,395
                                                   ---------     ----------   ---------     ---------    --------------
                                                   1,362,471       804,821    1,748,584     1,907,165        17,243,879
                                                   ---------     ----------   ---------     ---------    --------------

Loss before the following:                        (1,362,471)     (804,821)  (1,748,584)   (1,907,165)      (17,231,054)
Write-down of assets                                       -             -            -             -        (1,626,821)
Write-off of incorporation and
 reorganization costs                                      -             -            -             -           (49,137)
Write-down of marketable securities                        -       (36,510)           -       (32,731)       (1,104,214)
Bad debts recovery
Loss on sale of marketable securities                      -        (7,973)           -        (7,341)         (138,028)
Interest income                                        3,059         1,477        3,103         1,608            31,000
                                                   ---------      ----------   --------     ----------    -------------

Net loss before mining taxes and cumulative
  effect of change in accounting principle
   for SFAS 142                                   (1,359,412)     (847,827)  (1,745,481)   (1,945,629)      (20,118,254)
Current mining tax recovery                                -        39,064            -        39,064           141,000
                                                   ---------      ----------  ---------     ---------      ------------
Net loss before cumulative effect of change
  in accounting principle for SFAS 142            (1,359,412)     (808,763)  (1,745,481)   (1,906,565)      (19,977,254)

Cumulative effect of change in accounting
  principle for SFAS 142                                   -             -            -      (146,972)         (146,972)
                                                   ---------      ----------  ---------     ----------     -------------
Net loss                                         $(1,359,412)    $(808,763) $(1,745,481)  $(2,053,537)    $ (20,124,226)

Comprehensive loss (note 6)                       (1,329,359)     (871,766)  (1,824,775)   (2,129,401)      (20,427,791)

Basic and diluted loss per share: Net loss
    before cumulative effect of change in
    accounting principle                         $     (0.05)    $   (0.03) $     (0.07)  $     (0.08)
Cumulative effect of change in accounting
    principle                                              -             -            -         (0.01)
                                                   ---------       --------   ----------    ----------
Net loss                                         $     (0.05)    $   (0.03) $     (0.07)  $     (0.09)
                                                   =========       ========   ==========    ==========

Weighted average shares outstanding               25,583,250    24,012,325   25,452,712    23,714,040
                                                  ==========    ==========   ==========    ==========

   (See accompanying notes to condensed consolidated financial statements)
</table>

<PAGE>2

                        MCKENZIE BAY INTERNATIONAL LTD.
                                      and
                                  subsidiaries
                         (A development-stage company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)
                         (Amounts stated in US dollars)
<table>

                                                     <c>            <c>           <c>

                                                                                        Cumulative
                                                           Three months ended         from inception
                                                                March 31,              on August 23,
                                                           2004            2003             1996
                                                        ----------      ----------    ---------------
Cash flows used in operating activities:
  Net loss                                            $(1,745,481)   $  (2,053,537)  $   (20,124,226)
  Items not affecting cash:
    Cumulative effect of change in accounting principle         -          146,972           146,972
    Amortization                                            8,090           11,109           396,932
    Expenses settled through issuance of common stock           -            7,167         1,805,662
    Capitalized interest on convertible notes payable           -                -             2,571
    Reclamation and closure costs                               -                -           250,000
    Write-down of assets                                        -                -         1,626,821
    Write-down of marketable securities                         -           32,731         1,104,214
    Write-off of incorporation and reorganization costs         -                -            49,137
    Loss on sale of marketable securities                       -            7,341           138,028
    Stock-based compensation                              785,796          311,548         2,457,937
  Net change in non-cash working capital related to
      operations:
    Accounts receivable                                   102,532          (45,438)         (103,084)
    Inventories                                                 -           19,562                 -
    Prepaid expenses and deposits                          55,022           79,615           (39,935)
    Accounts payable and accrued liabilities              283,554          721,238         2,419,756
                                                        ----------       ----------     --------------
 Net cash used in operating activities                   (510,487)        (761,692)       (9,869,215)
                                                        ----------       ----------     --------------
Cash flows from financing activities:
  Issuance of notes payable                                     -                -           350,000
  Increase (decrease)in bank indebtedness                  36,189           11,908           113,385
  Increase in convertible notes payable                         -                -            23,055
  Issuance of long-term debt                                    -                -           137,435
  Repayment of long-term debt                             (19,445)         (17,637)         (123,935)
  Receipt of repayable government assistance                4,945                -           931,576
  Proceeds from sale of common stock                      613,571          742,160        12,491,228
  Proceeds on sale of options                                   -                -            33,160
  Redemption of redeemable capital stock                        -                -           (37,500)
  Purchase of common stock for treasury                         -                -          (149,622)
                                                        ----------       ----------     --------------
Net cash provided by financing activities                 635,260          736,431        13,768,782
                                                        -----------       ----------     --------------
Investing activities:
  Purchase of marketable securities                  $          -   $            -   $    (1,767,835)
  Purchase of reclamation cash bond                             -                -          (338,685)
  Purchase of property and equipment                       (6,499)          (9,148)       (2,064,505)
  Proceeds - sale of marketable securities                      -           29,154           525,593
  Incorporation and reorganization costs                        -                -           (81,769)
  Business acquisition - Dermond                                -                -           (31,286)
                                                         ----------       ----------     --------------
Net cash (used in) provided by investing activities        (6,499)          20,006        (3,758,487)

Effect of foreign currency
  exchange rate changes on cash and equivalents            (2,690)         (13,629)           23,712
                                                         ----------       ----------     --------------
Net increase (decrease) in cash and cash
    equivalents                                           115,584          (18,884)          164,792
Cash and cash equivalents, beginning of period             49,208           45,325                 -
                                                        ----------       ----------     --------------
Cash and cash equivalents, end of period             $    164,792   $       26,441           164,792
                                                        ==========       ==========     ==============
Supplemental non-cash financing activities:

Issuance of common stock in lieu of requiring
  the Company to repurchase redeemable capital stock $     30,000   $            -   $       140,000

Issuance of options in lieu of requiring Company
  to repurchase redeemable capital stock                        -                -           605,210

Issuance of common stock in lieu of payment of notes
  payable                                                       -                -           356,424

Conversion of notes payable into capital stock                  -                -            25,626

Repurchase of capital stock in settlement of
  accounts receivable                                           -                -            11,300
                                                        ----------       ----------      -------------
                                                     $     30,000   $            -   $     1,138,560
                                                        ==========       ==========      =============

(See accompanying notes to condensed consolidated financial statements)
</table>

<PAGE>3

                MCKENZIE BAY INTERNATIONAL LTD. and subsidiaries
                         (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                 MARCH 31, 2004
           (Amounts stated in US dollars unless indicated otherwise)

1. Nature of operations

The Company is a development stage company with no operations.  The Company
has interests in a vanadium/titanium deposit, wind turbine technology and
a diamond mine.  The Company was incorporated in Delaware on August 17, 1998
under the name Decker Organic Systems, Inc.

2. Accounting policies

The accompanying consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles ("US
GAAP") and reflect the following significant accounting policies:

(a) Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB.  Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal recurring entries)
considered necessary for a fair presentation have been included.  The
accompanying financial statements should be read with Notes to Consolidated
Financial Statements included in the Company's Annual Report of Form 10-KSB for
the year ended September 30, 2003.  The balance sheet at September 30, 2003 has
been derived from the audited financial statements at that date but does not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  Operating results for
the three-months and six-months periods ended March 31, 2004 are not necessarily
indicative of the results of operations that may be expected for the year ending
September 30, 2004.

The financial statements of the Company have been prepared on the basis of the
Company continuing as a going concern, which contemplates the realization of
assets and the payment of liabilities in the ordinary course of business. Should
the Company be unable to continue as a going concern, it may be unable to
realize the carrying value of its assets and to meet its liabilities as they
become due.

The Company suffered recurring losses and has a deficiency in assets that raise
substantial doubt about its ability to continue as a going concern. The
Company's continued existence is dependent upon its ability to raise additional
capital and generate profits. Although management believes that it will be
successful at raising additional capital in the short-term and will have
profitable operations in the long-term, it is unable to disclose firm
commitments as of the date of these financial statements.

<PAGE>4

As discussed in note 4, the Company may be required to repurchase shares, at the
option of the holders, for an amount of $206,575.

The accompanying financial statements do not include any adjustments relating to
the recoverability and classification of recorded assets and classification of
liabilities that might be necessary should the Company is unable to continue as
a going concern.

(b) Consolidation

These financial statements include the activities of the Company and its wholly-
owned subsidiaries, Lac Dore Mining Inc. (formerly McKenzie Bay Resources Ltd.),
Great Western Diamond Company, Experts Conseils Dermond Inc., WindStor Power
Company and a 62.5% interest in Ptarmigan Energie Inc.  All intercompany
balances and transactions have been eliminated in consolidation.

(c) New accounting pronouncements

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46). FIN 46 requires a variable interest entity
to be consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. FIN 46 also
requires disclosures about variable interest entities that a company is not
required to consolidate but in which it has a significant variable interest. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. In addition, FIN 46, as amended in
December 2003 (FIN 46R), will be effective by public entities for periods ending
after March 15, 2004. The adoption of this interpretation and its revision did
not have a material impact on the Company's financial position or results of
operations.

In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity",
which is effective for financial instruments entered into or modified after May
31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, to address the balance sheet
classification of certain financial instruments that have characteristics of
both liabilities and equity.  The adoption of SFAS 150 did not have a material
impact on your financial position or results of operation.

In July 2001, the Financial Accounting Standards Board finalized SFAS 143,
Accounting for Asset Retirement Obligations ("ARO"), which requires the
recognition of a liability for an asset retirement obligation in the period in
which it is incurred.  Retirement obligations associated with long-lived assets
included within the scope of SFAS 143 are those for which there is a legal
obligation to settle under existing or enacted law, statute, written or oral
contract, or by legal construction under the doctrine of promissory estoppel.
Retirement obligations are included in the scope of the standard only if the
legal obligation exists in connection with or as a result of the permanent
retirement, abandonment or sale of a long-lived asset.  When the liability is
initially recorded, the carrying amount of the related long-lived asset is
correspondingly increased.  Over time, the liability is accreted to its future
value.  The corresponding amount capitalized at inception is depreciated over
the useful life of the asset.  The liability must be revalued each period based
on current market prices.  SFAS 143 is effective for fiscal years beginning
after June 15, 2002.  The Company has adopted the requirements of the statement.

<PAGE>5

(d) Stock based compensation plan

i. The Company has stock-based compensation plans which are described in
note 4. The Company uses the fair value method of accounting for all stock
options granted to non-employees in accordance with the provisions of SFAS 123
and the intrinsic value method for those granted to employees in conformity with
Accounting Principles Board Opinion No. 25 and its related interpretation and
allowed by SFAS 123.  Under the fair value based method, compensation cost
attributable to awards is measured at the date of the grant and recognized over
the vesting period in operating expense as it is the case under the intrinsic
value method when exercise price is lower than the current market price at the
date of the grant.  No compensation cost is recorded for all other stock-based
employee compensation awards and consideration paid by employees on the exercise
of stock options is recorded as capital stock.

ii. Fair value disclosure

SFAS 123 encourages but does not require companies to include in compensation
cost the fair value of stock options granted to employees. A company that does
not adopt the fair-value method must disclose the cost of stock compensation
awards, at their fair value, on the date the award is granted. This fair value
was estimated using the Black-Scholes model with assumptions of a 2 to 10 years
expected term, 105% to 115% volatility, interest rates ranging from 3.04% to
4.58% and an expected dividend yield of 0%. Had the compensation cost for stock
options issued to employees, officers and directors been determined based on the
fair value at the grant date consistent with SFAS No. 123, the Company's net
loss, loss per share and stock based compensation would have been as follows:


                     Three Months                   Six Months
                    Ended March 31,               Ended March 31,
                  2004          2003             2004          2003
               -----------   ------------    -----------   ------------
Net Loss:
As reported  $ (1,359,412)  $  (808,763)    $ (1,745,481)  $ (2,053,537)
               ============ =============    ============  =============
Pro forma    $ (1,643,305)  $(1,212,601)    $ (2,943,693)  $ (2,863,167)


                     Three Months                   Six Months
                    Ended March 31,               Ended March 31,
                  2004          2003             2004          2003
               -----------   ------------    -----------   ------------
Net loss Per Share:
Basic and diluted:
As reported     $  (0.05)     $   (0.03)     $  (0.07)      $  (0.09)
              ============= ==============   ============ =============
Pro forma       $  (0.06)     $   (0.05)     $  (0.12)      $  (0.12)


                     Three Months                    Six Months
                    Ended March 31,                Ended March 31,
                  2004          2003             2004          2003
               -----------   ------------    -----------   ------------
Stock based
compensation
expense
as reported    $  726,442    $  13,066       $  732,884    $  257,278
               =========== =============    =============  ============
Stock based
compensation
expense if
fair value was
used           $ 1,010,334   $ 416,904       $1,931,095    $1,066,907
               ============ =============   ============ =============


3. Goodwill and other intangible assets

Effective October 1, 2002 the Company adopted SFAS 141, "Business Combinations",
and SFAS 142, "Goodwill and Other Intangible Assets".  SFAS 141 was issued by
the FASB in June 2001. SFAS 141 requires that the purchase method of accounting
be used for all business combinations completed after June 30, 2001.  SFAS 141
also specifies the types of acquired intangible assets that are required to be
recognized and reported separately from goodwill and those acquired intangible
assets that are required to be included in goodwill.  The Company's adoption of
this standard did not have any effect on our accounting for prior business
combinations.

SFAS 142 requires that goodwill no longer be amortized, but instead be tested
for impairment at least annually.  SFAS 142 requires recognized intangible
assets to be amortized over their respective estimated useful lives and reviewed
for impairment in accordance with SFAS 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets".  Any recognized intangible assets determined to
have an indefinite useful life are not amortized, but instead tested for
impairment in accordance with the standard until its life is determined to no
longer be indefinite.

The Company has completed their SFAS 142 transitional impairment review and
determined that the goodwill ("excess cost of investment over net assets
acquired") of $146,972 associated with the fiscal 2002 acquisitions of Experts
Conseils Dermond Inc. should be reduced to $0.  The fair value of the reporting
unit (Experts Conseils Dermond Inc.) was determined using the present value of
expected future cash flows and other valuation measures.

The $146,972 non-cash charge is reflected as a cumulative effect of an
accounting change in the accompanying Consolidated Statements of Loss for the
six-month period ended March 31, 2003.  In accordance with SFAS 142 and SFAS 3,
"Reporting Accounting Changes in Interim Financial Statements" ("SFAS 3"), when
a transitional impairment loss for goodwill (cumulative effect type accounting
change) is measured in other than the first interim reporting period, it shall
be recognized in the first interim period irrespective of the period in which it
is measured.

<PAGE>7

<table>
<caption>
 
                               <c>                                         <c>
4. Capital stock
Authorized -
        75,000,000 common stock, par value $0.001 per share

Issued -
                                             Common       paid in    Stock
                               Shares        stock        capital   options     Total
                               ----------  ---------      -------   -------   --------

Balance, September 30, 2003   25,229,958  $  23,741   $ 16,942,618     --    $16,966,359

Common stock issued for:
        Cash                     132,286        132        168,238     --        168,370

Stock options, compensation            -          -         54,896     --         54,896
                              ----------    --------   -----------  --------  -----------
Balance December 31, 2003     25,362,244     23,873     17,165,752     --     17,189,625

Common stock issued for:
  Cash and other                  34,503         35         81,966     --         82,001
  Exercise of warrants           185,600        186        302,014     --        302,200
  Exercise options                58,800         59         60,941     --         61,000
Stock options, compensation            -          -        726,442     --        726,442
Expiry of redemption right             -          -         38,601     --         38,601
Cancellation of treasury stock   (92,000)       (92)      (160,830)    --       (160,922)
                              ==========  =========   ============= =========  ==========
Balance, March 31, 2004       25,549,147  $  24,061   $ 18,214,886     --    $18,238,947

</table>
Share-based incentive plans

As of March 31, 2004, the Company has the following three stock-based incentive
plans.  Each plan permits the issuance of up to 2,500,000 options.

Under the 2001 Employee Incentive Stock Option Plan, options may be granted at
an exercise price equal to the market price on the grant date.  All options
expire no later than ten years from the grant date.  If an option is granted to
an employee who owns 10% or more of the Company's voting stock, the purchase
price of each share shall be 110% of the fair market value on the grant date and
the expiration date shall not exceed five years after the grant date.

Under the 2001 Employee Non-Qualified Stock Option Plan, options may be granted
to employees or certain non-employees at an exercise price as determined by the
administrator of the plan on the grant date.  All options expire ten years after
the date of grant.

Under the 2001 Directors Non-Qualified Stock Option Plan, options may be granted
to directors of the Company or certain non-employees for terms up to ten years
at an exercise price as determined by the administrator on the grant date.

<PAGE>8

The following tables contain information with respect to all options granted by
the Company:

                                                          Weighted
                                                          average
                                                          exercise
                                                           price
                                                            per
                                         Shares            share
                                     --------------    -------------
Options outstanding,
  September 30, 2003                    13,131,617         $ 1.04
        Granted                            550,000         $ 1.89
                                     --------------    -------------
Options outstanding,
 December 31, 2003                      13,681,617         $ 1.08
        Exercised                          (58,800)        $(1.04)
        Granted                           (100,000)        $(1.00)
                                     ==============    =============
Options outstanding,
 March 31, 2004                         13,522,817         $ 1.08
                                     ==============    =============

        Outstanding options                           Exercisable options
----------------------------------            ---------------------------------
                           Weighted                          Weighted
                           average                           average
                            price                             price
                Shares    per share             Shares      per share
               --------   ---------            --------    -----------
$0.74           300,000     $ 0.74                   -      $     -
$1.00        10,971,917       1.00          10,341,917         1.00
$1.25           467,400       1.25             467,400         1.25
$1.30 - $1.50 1,175,000       1.38             775,000         1.42
$1.88           525,000       1.88             525,000         1.88
$2.00 - $3.00    83,500       2.63              83,500         2.63
             ----------                     -----------
             13,522,817                     12,192,817

(a)  Stock warrants

As at March 31, 2004 the following warrants are outstanding:


                                          Number
                                       of warrants
                                        (Restated)
                                       ------------
  Outstanding at September 30, 2003      952,619
       Issued during the quarter          66,143
                                        ----------
       Expired during the quarter        (42,857)
                                        ----------
 Outstanding at December 31, 2003        975,905
       Issued during the quarter          15,730
                                        ----------
       Exercised during the quarter     (185,600)
                                        ----------
 Outstanding, March 31, 2004             806,035
                                        ==========


The warrants outstanding can be exercised at prices ranging from $1.55 to $3.00.
The expiration dates of the warrants range from May 3, 2004 to January 9, 2006.


(b) Redeemable capital stock

The Company has 66,500 common shares outstanding that have certain rights
attached permitting the holder to require the Company to repurchase these
shares.  Pertaining to subscription agreements, if stockholders exercise their
rights, the Company would be obligated to pay, as of March 31, 2004 or gradually
over the next two years, a maximum amount of $206,575.  This right requires a
repurchase at prices increasing in time from $2.50 to $3.25.

<PAGE>9

5. Kelsey Lake Diamond Mine

The Company is actively seeking a partner or purchaser to take over the Kelsey
Lake mine. If the Company is unable to find a partner or purchaser in 2004,
Great Western Diamond intends to close the Kelsey Lake mine permanently and
initiate mine reclamation.

<table>

                    <c>           <c>           <c>          <c>         <c>

6. Comprehensive loss                                                     Cumulative
                                                                             from
                       Three months ended       Six Months ended         inception on
                            March 31,                March 31,             August 23,
                       2004         2003         2004         2003            1996
                   ------------  -----------   ------------   -----------  -----------
Net loss          $ (1,359,412) $  (808,763)  $ (1,745,481) $ (2,053,537) $(20,124,226)
                   ------------  -----------   ------------   -----------  -----------
Foreign currency
translation
adjustment        $     30,053  $   (63,003)  $    (79,294) $    (75,864) $   (303,565)
                   ------------  -----------   ------------   -----------  -----------
Comprehensive
loss              $ (1,329,359) $  (871,766)  $ (1,824,775) $ (2,129,401) $(20,427,791)

</table>

7. Net loss per common share

The Company follows Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings per Share" which requires the presentation of both basic and diluted
earnings (loss) per share.

Basic net loss per common share has been computed based upon the weighted
average number of shares of common stock outstanding during the periods. Diluted
loss per share has not been presented, as it would be anti-dilutive. The
computation of net loss per share is reflected in the following schedule:

<table>

                            <c>                <c>             <c>           <c>

Computation of Net Loss      Three Months ended March 31,    Six Months ended March 31,
Per Common Share               2004               2003           2004           2003
-----------------------   ------------       --------------  ------------   -----------
Net Loss                 $ (1,359,412)     $    (808,763)   $ (1,745,481)  $(2,053,537)
                          ------------       --------------  ------------   -----------
Total Weighted Average
Number of Common Shares
and Equivalents            25,583,250          24,012,325     25,452,712    23,714,040
                          ------------       --------------  ------------  -----------
Net Loss per
Common Share            $       (0.05)       $     (0.03)    $     (0.07)  $     (0.09)
                          ============       ==============  ============   ===========
</table>

<PAGE>10

8. Related party transactions

The Company has retained a law firm to perform legal services for which Company
has incurred total expenditure of $36,662 for services for the three months and
$58,161 for the six months ended March 31, 2004 ($40,329 for three months and
$69,814 for six months ended March 31, 2003). A director of the Company is a
partner in that law firm The transactions were valued at the exchange amount,
which is the amount of consideration agreed to by the related parties. As of
March 31, 2004 an amount of $118,456 ($49,714 as of March 31, 2003) resulting
from these transactions is included in accounts payable and accrued liabilities.

9. Commitments and Contingencies

The company has provided a 50% lien on the reclamation bond on deposit with the
state of Colorado with payment being made in the event that the Great Western
Diamond Company is sold and the deposit returned.

As a result of exploration work performed at the Lac Dore Vanadium/Titanium
Project, the Company has a potential environmental liability in the range of
$15,000 to $30,000.  This liability will not be incurred if the project goes
into production.  As management believes that the project will go into
production, the amount has not been accrued in the financial statements.

Royalty Agreements

The Company has entered into a royalty agreement that will pay 2.5% of Dermond
wind turbine sales to the former owners.

Bank indebtedness and other loans

The bank indebtedness of a subsidiary company, Great Western Diamond Company,
carries interest at 8% per annum and is secured by the assets of Great Western
Diamond Company.

The bank indebtedness of a subsidiary company, Experts Conseils Dermond Inc.,
carries interest at 7.5% per annum and is secured by an assignment of the
subsidiary's refundable research and development tax credit.

In addition to the above, the assets of Great Western Diamond Company have been
pledged to secure certain of the accounts payable of Great Western Diamond
Company.

In the normal course of business, the Company and its subsidiaries are parties
to various legal claims, actions and complaints and various other risks. It is
not possible to predict with certainty whether or not the Company and its
subsidiaries will ultimately be successful in any of these legal matters or, if
not, what the impact might be. However, the Company's management does not expect
that the results in any of these legal proceedings will have a material adverse
effect on the Company's results of operations, financial position or cash flows.

<PAGE>11

10. Subsequent events

On April 6, 2004 the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P. Under the agreement and subject to
its terms and conditions, which the Company may not be able to satisfy, the
Company may require Cornell Capital Partners, L.P. to purchase newly issued
common shares from the Company, to a maximum market value of  $15 million, over
a 24-month period, less certain fees and expenses.


Item 2. Management's Discussion and Analysis or Plan of Operation.

Development of WindStor

We have continued development of WindStor during the quarter ended March 31,
2004.  Additional Dermond Wind Turbine and WindStor R&D work has been funded
primarily through funds provided to DERMOND INC. by various local, provincial
and federal grants and loans from Canadian sources and working capital.
WindStor related Research and Development expenditures for the March 31, 2004
quarter were approximately $366,000.

During the quarter, we entered into a sales agency agreement with Millennium
Power Group, LLC ("MPG") of Volcano, Hawaii to represent us in the introduction
of WindStor to their customers and contacts.  In addition, we signed an
agreement with the Clark County School District (Las Vegas) concerning the
possible installation of a WindStor at the Sierra Vista High School in Las
Vegas.   We intend to collect wind data for a few months at the school to
determine whether a WindStor configuration for long-term supply of electricity
to Sierra Vista is feasible.

To complete development of WindStor, we believe that we will require additional
funds of approximately $835,000.  This funding will allow us to construct,
install and test the DWT and WindStor and begin a marketing program.  We have
received conditional commitments from Canadian governmental agencies for
approximately $210,000 in non-refundable grants and loans of $550,000.  Because
we do not know if we can satisfy the conditions, we do not know if we will
receive any of the additional funds.  Other than a conditional commitment  from
Cornell Capital Partners, LP as described in our Annual Report on Form 10-KSB
for the fiscal year ended September 30, 2003, we have received no commitments
for the balance of the requisite funds and there can be no assurance that we
will be successful in obtaining those funds.  If we do not obtain all of the
requisite funds, we will not be able to produce or sell any DWTs or WindStor.

We intend to retain ownership of the WindStor installations and sell the
electricity generated by DWTs to WindStor users.  We believe, with successful
testing of WindStor, that WindStor installations will provide adequate cash flow
to allow for debt to be a component of each installation's financial structure.
We will, however, require significant amounts of funds in order to install
WindStor and for general and administrative expenses.  If we are successful in
obtaining funds to be utilized in connection with WindStor, we intend to
allocate them as follows:

<PAGE>12

DWT & WindStor marketing         $5,700,000

DWT Prototype design,
construction and installation       835,000

Operating requirements            9,000,000
                               ------------
TOTAL                           $15,535,000
                               ============

Four entities have expressed interested in commercial installations of WindStor.

Prior to any installation of WindStor, including any installation in Clark
County, Nevada, we and each prospective customer must be satisfied that adequate
wind power exists at the respective location to provide sufficient electricity
production from a DWT to create an economically feasible WindStor facility, all
regulatory issues must be resolved, site plans must be approved, we must obtain
adequate financial resources, we must successfully obtain working prototypes and
pricing terms must agreed upon by prospective customers.

Development of Lac Dore Mining Co.

If funding becomes available, we intend to continue exploration of the vanadium
recovery and refining technology developed for us during the preliminary
feasibility study of the Lac Dore deposit.  The next planned step is operation
of a Sample Product Unit (SPU) planned for construction by SGS Lakefield
Research at their facilities in Lakefield, Ontario, Canada.  This facility would
be used to advance vanadium refining processes and produce and provide small
samples of high-purity vanadium chemicals to potential customers.  We believe
that is unlikely that funding will become available to significantly explore the
Lac Dore deposit in the foreseeable future.

The planned cost to operate the SPU is $1 million over a 16-month period.
Although grants and/or loans may be available to us for part of the cost, we
have not assumed or relied upon their availability.

If results from the SPU project are successful and demand for the chemicals
provided to potential customers of Lac Dore Mining Co. are sufficient to warrant
additional exploration, we intend to build a larger production facility, called
the Development Production Pilot Plant (DPPP).  The cost to build the DPPP has
been estimated to be approximately $10 million

Our plans for Lac Dore are dependent upon a number of events coming together
successfully, including, but not limited to, an adequate demand for high-purity
vanadium, our ability to raise between $280 and $350 million to build and
operate the mine and refinery, our ability to find and hire management and
employees to operate the mine and refinery and successful permitting of the mine
and refinery to be built and operated.  At a minimum, we believe contemplation
of the building of Lac Dore is several years into the future.

<PAGE>13

Cash Requirements for 2004 Fiscal Year Administrative Costs

To date our activities have been funded primarily through the sale of equity
securities and financial assistance from Canadian governmental agencies in the
form of loans and grants.  As noted above, we must obtain substantial additional
capital to engage in our proposed businesses.

Our cash requirements for administrative costs for the fiscal year ending
September 30, 2004 (including direct support of subsidiary operations) are as
follows:

          Use                            Amount
---------------------------------     --------------
Employee salaries                         $600,000

Professional costs (includes
consultants, outside accountants,
independent auditors and
legal counsel)                          $1,400,000

General administrative (includes
lease obligations, travel and
other administrative costs)               $450,000


Neither McKenzie Bay nor our subsidiaries are able to continue development and
administrative functions for more than a few months unless additional funding
becomes available.

In its report dated December 23, 2003, our independent auditors stated that we
have suffered recurring losses from operations and have a deficiency in assets
that raise substantial doubt about our ability to continue as a going concern.

There can be no assurance that we will be able to obtain adequate funding from
outside sources to fund our operations.  If we are unable to obtain the
necessary funding, we will not be able to continue to operate.

Additional Employees

DERMOND will need to add a number of employees in anticipation of successful DWT
and WindStor prototype testing.  Additions include, project managers,
mechanical, aeronautic and electrical engineers and administrative personnel.
McKenzie Bay intends to add administrative personnel, including a controller.



<PAGE>14

Forward-Looking Statements

This Form 10-QSB contains statements that are forward-looking statements. In
some cases, you can identify forward-looking statements by terminology such as
"estimates," "anticipates," "plans," "believes," "projects," "expects,"
"intends," "predicts," "potential," "future," "may," "contemplates," "will,"
"should," "could," "would" or the negative of such terms or other comparable
terminology. These statements relate to our future operations and financial
performance or other future events.  Many of the forward-looking statements are
based on current expectations, management beliefs, certain assumptions made by
our management and estimates and projections about our industry.

Forward-looking statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict with respect to timing, extent, likelihood and degree of occurrence.
Therefore, actual events, results, performance or achievements may differ
materially from the events, results, performance or achievements expressed,
forecasted or contemplated by any such forward-looking statements.  In addition
to factors described in this Quarterly Report on Form 10-QSB for the quarter
ended March 31, 2004, and other periodic reports filed with the Securities and
Exchange Commission, including those disclosed in our Annual Report on Form 10-
KSB for the fiscal year ended September 30, 2003 under the caption "FORWARD
LOOKING STATEMENTS AND CERTAIN RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON
STOCK," which disclosure is hereby incorporated by reference, of the factors
that could cause actual results to differ from those described in the forward-
looking statements include or result from:

- Because we have no operating history, there is no basis on which you can
  evaluate our proposed business and prospects.

- We have had losses since inception and expect losses to continue for the
  foreseeable future.

- Because of our limited capital, unless we obtain substantial additional
  capital we may not have sufficient capital to engage in our proposed business
  activities or to continue as a going concern.  The auditor's report on our
  consolidated financial statements for the year ended September 30, 2003 states
  that the Company suffered recurring losses and has a deficiency in assets that
  raise substantial doubt about the our ability to continue as a going concern.

- Although we intend to obtain additional capital primarily through the sale of
  equity securities to be issued by us, we cannot assure you that additional
  financing will be available on terms not unfavorable to us, if at all.

- If we raise additional funds through the issuance of our equity securities,
  the percentage ownership of our stockholders will be reduced and stockholders
  may experience dilution which could substantially diminish the value of their
  common stock.

<PAGE>15

- We may have incurred significant contingent liabilities through offers and
  sales of our equity securities.

- If we violated certain securities laws, we may not now be able to privately
  offer our equity securities for sale.

- Because our proprietary technologies processes may prove ineffective or
  unfeasible, we are unable to determine if our engineering and test results can
  be duplicated in commercial production.

- We have not been issued any patents and will not file for patents on certain
  capabilities and processes that we consider intellectual property. In the
  absence of patent protection, similar technology could be developed
  independently by a third party which could materially harm us.

- If we fail to obtain needed governmental approvals or encounter significant
  delays in obtaining or renewing governmental permits or approvals, we may not
  be able to engage in our proposed business activities.

- Because there has not been an active trading market for our common stock, an
  investment in the stock is less liquid and involves inherently more risk than
  are securities that are actively traded.

- The ability to sell shares of our common stock in a public market may be
  significantly impaired by the SEC's penny stock rules.

- Because of the concentration of ownership of our common stock by a small
  number of stockholders, it is unlikely that any other holder of common stock
  will be able to affect our management or direction.

- Certain stockholders have the right to require us to repurchase their shares
  for a maximum amount of approximately $206,575 which could materially,
  adversely affect our financial position.

- Because none of our officers has had any prior experience in our proposed
  business activities, their judgment may not be sound.

- Because we are in arrears in the payment of salaries to our executive officers
  and employees of our subsidiaries, any or all of them may resign and we may be
  liable for additional payments in which case we could be materially adversely
  affected.

<PAGE>16

- Because our business plan is heavily dependent on the success of new and
  untried products successfully entering the market place, we can not be sure
  that they will perform as we anticipate.

- Although we plan on maintaining commercial insurance to reduce some operating
  hazard risks, such insurance may not be available to us at economically
  feasible rates, if at all.

- Technological advances by others could make our products obsolete.

- Because we plan to rely on independent third-party manufacturers to fabricate
  the DWT and WindStor products, supplier capacity, shortages in necessary raw
  materials, work stoppages and transportation problems could materially,
  adversely affect our business.

- Recently enacted and proposed changes in securities laws and regulations have
  and will continue to increase our accounting and legal costs.

Unless required by law, we undertake no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.

Item 3.Controls and Procedures.

Our Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934) as of a date within 90 days
of the filing date of this Quarterly Report on Form 10-QSB.  These individuals
have concluded that, as of the end of the period covered by this Report, our
disclosure controls and procedures were adequate and effective.  There were no
significant changes in our internal control over financial reporting identified
in connection with the evaluation that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


PART II.  OTHER INFORMATION

Item 2.  Changes in Securities and Small Business Issuer Purchases of Equity
Securities.

The following information relates to equity securities we sold during the
quarter ended March 31, 2004 that were not registered under the Securities Act
of 1933.

<PAGE>17

- From January 1 until January 15, 2004, 6 investors exercised 185,600 warrants
  into common stock for approximately $302,200.

- On January 5, 2004, we sold 21,460 shares of common stock and warrants for the
  purchase of 10,730 shares to a private investor for approximately $50,000. The
  warrants are exercisable until January 4, 2006 at $3.00 per share.

- On January 10, 2004, we sold 10,000 shares of common stock and warrants for
  the purchase of 5,000 shares to a private investor for approximately $25,000.
  The warrants are exercisable until January 9, 2006 at $3.00 per share

- From January 13 until March 15, 2004, three investors exercised options for
  the purchase of an aggregate of 58,800 shares of common stock by payment to us
  of approximately $61,000.

- On March 19, 2004, we issued 3,043 shares of common stock to an individual in
  exchange for the cancellation of his right to require us to repurchase an
  aggregate of 10,000 shares of our common stock from him at $3.00 per share.


There were no principal underwriters in connection with any of the foregoing
transactions.

We claimed exemption from registration provisions of the
Securities Act of 1933 pursuant to Section 4(2) thereof and/or Rule 506
thereunder.  Although we believed that the transactions did not involve a public
offering and that each purchaser either received adequate information about us
or had access, through employment or other relationships, to such information,
the exemptions may not have been available to us.

Item 6. Exhibits and Reports on Form 8-K.

 (a)    Exhibits

Exhibit
Number   Description
-------  -----------

2.1  Share Purchase Agreement between McKenzie Bay International, Ltd. and
     Jacquelin Dery, Laurent Mondou and Experts Conseils Dermond Inc. of
     February 12, 2002.  Previously filed as an exhibit to Amendment No. 2 to
     our registration statement on Form 10-SB and hereby incorporated by
     reference.

3.1  Certificate of Incorporation, as amended.  Previously filed as an exhibit
     to our registration statement on Form 10-SB and hereby incorporated by
     reference.

3.2  Bylaws.  Previously filed as an exhibit to our registration statement on
     Form 10-SB and hereby incorporated by reference.

4.1  See Exhibits 3.1 and 3.2.

4.3  Specimen Stock Certificate.  Previously filed as an exhibit to our Annual
     Report on Form 10-KSB for the fiscal year ended September 30, 2002 and
     hereby incorporated by reference.

4.4  Form of Warrant.  Previously filed as an exhibit to our Annual Report on
     Form 10-KSB for the fiscal year ended September 30, 2002, and hereby
     incorporated by reference.

4.5  Form of Subscription Agreement.  Previously filed as an exhibit to our
     Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002
     and hereby incorporated by reference.

10.1 Employment Agreement between Experts Conseils Dermond Inc. and Jacquelin
     Dery, dated February 12, 2002.*  Previously filed as an exhibit to our
     Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002
     and hereby incorporated by reference.

<PAGE>18

10.2 Royalty Agreement between McKenzie Bay International, Ltd. and Jacquelin
     Dery as of February 12, 2002.*  Previously filed as an exhibit to our
     Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002
     and hereby incorporated by reference.

10.3 Employment Agreement between Experts Conseils Dermond Inc. and Lauren
     Mondou, dated February 12, 2002.*  Previously filed as an exhibit to our
     Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002
     and hereby incorporated by reference.

10.4 Royalty Agreement between McKenzie Bay International, Ltd. and Lauren
     Mondou as of February 12, 2002.*  Previously filed as an exhibit to our
     Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002,
     and incorporated herein by reference.

10.5 Employment Agreement between McKenzie Bay Resources, Ltd. and Michel Garon,
     dated November 1, 2002.*  Previously filed as an exhibit to our Annual
     Report on Form 10-KSB for the fiscal year ended September 30, 2002 and
     hereby incorporated by reference.

10.6 2001 Employee Non-qualified Stock Option Plan.*  Previously filed as an
     exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
     September 30, 2002 and hereby incorporated by reference.

10.7 Amended 2001 Directors Non-qualified Stock Option Plan.*  Previously filed
     as an exhibit to  Amendment No. 1 to our Annual Report on Form 10-KSB for
     the fiscal year ended September 30, 2002 and hereby incorporated by
     reference.

10.8 2001 Employee Incentive Stock Option Plan.*  Previously filed as an exhibit
     to our Annual Report on Form 10-KSB for the fiscal year ended September 30,
     2002, and incorporated herein by reference.

10.9 Agreement dated April 17, 2003 between McKenzie Bay Resources Ltd. and
     SOQUEM Inc. terminating prior agreements. *  Previously filed as an exhibit
     to our Annual Report on Form 10-KSB for the fiscal year ended September 30,
     2003, and incorporated herein by reference.

10.10 Employment Agreement dated March 21, 2003 between Gary L. Westerholm and
      McKenzie Bay International, Ltd. * Previously filed as an exhibit to our
      Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003,
      and incorporated herein by reference.

<PAGE>19

10.11 Employment Agreement dated March 21, 2003 between Gregory N. Bakeman and
      McKenzie Bay International, Ltd. * Previously filed as an exhibit to our
      Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003,
      and incorporated herein by reference.

10.12 Employment Agreement dated March 21, 2003 between John W. Sawarin and
      McKenzie Bay International, Ltd. * Previously filed as an exhibit to our
      Annual Report on Form 10-KSB for the fiscal year ended September 30, 2003,
      and incorporated herein by reference.


10.13 Consulting Agreement as of February 15, 2003 between McKenzie Bay
      Resources, Inc.(now known as Lac Dore Mining Inc.) and Savanco, (Pty) Ltd,
      incorporated.  Previously filed as an exhibit to our Annual Report on Form
      10- KSB for the fiscal year ended September 30, 2003, and incorporated
      herein by reference.

10.14 Agreement of August 19, 2003 between McKenzie Bay International, Ltd.
      Resources, Inc. and Yes International Inc. Previously filed as an exhibit
      to our Annual Report on Form 10-KSB for the fiscal year ended September
      30, 2003, and incorporated herein by reference.

10.15 Standby Equity Distribution Agreement as of April 6, 2004 between Cornell
      Capital Partners, LP and McKenzie Bay International Ltd. Previously filed
      as an exhibit to our Annual Report on Form 10-KSB for the fiscal year
      ended September 30, 2003, and incorporated herein by reference.

10.16 Registration Rights Agreement as of April 6, 2004 between Cornell Capital
      Partners, LP and McKenzie Bay International Ltd. Previously filed as an
      exhibit to our Annual Report on Form 10-KSB for the fiscal year ended
      September 30, 2003, and incorporated herein by reference.

10.17 Placement Agent Agreement as of April 6, 2004 between McKenzie Bay
      International Ltd. and Spencer Clarke LLC.

10.18 Escrow Agreement as April 6, 2004 between McKenzie Bay International Ltd.,
      and Butler Gonzalez LLP. Previously filed as an exhibit to our Annual
      Report on Form 10-KSB for the fiscal year ended September 30, 2003, and
      incorporated herein by reference.

21.1  Subsidiaries. Previously filed as an exhibit to our Annual Report on Form
      10-KSB for the fiscal year ended September 30, 2003, and incorporated
      herein by reference.

31.1  Rule 13a-14(a) Certification of Gary L. Westerholm. ++

31.2  Rule 13a-14(a) Certification of Gregory N. Bakeman. ++

32.1  Certification Pursuant to 18 U.S.C. Section 1350 of Gary L. Westerholm. ++

32.2  Certification Pursuant to 18 U.S.C. Section 1350 of Gregory N. Bakeman. ++

99.1  Lac Dore Feasibility Study - Executive Summary.  Previously filed as an
      exhibit to Amendment No. 2 to our registration statement on Form 10-SB and
      hereby incorporated by reference.

*  Management contract or compensatory plan or arrangement.
++ Filed herewith.

<PAGE>20

(b)     Reports on Form 8-K

We filed the following Current Reports on Form 8-K during the quarter ended
March 31, 2004:

Date of Report   Item(s) Reported

January  7, 2004     5 and 7
January 20, 2004           5
January 22, 2004           5


 SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


        McKENZIE BAY INTERNATIONAL, LTD.


Date:  May 14, 2004

By:     /s/ Gary L. Westerholm
        ----------------------
        Gary L. Westerholm
President, Chief Executive Officer and Director
(Principal Executive Officer)



Date:  May 14, 2004

By:     /s/ Gregory N. Bakeman
        ----------------------
        Gregory N. Bakeman
Treasurer, Chief Financial Officer and Director (Principal Financial and
Accounting Officer)



<PAGE>21