SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 24, 2004

David V. Harper
Vice President and Chief Financial Officer
Veri-Tek International, Corp.
50120 Pontiac Trail
Wixom, MI 48393

Re:	Veri-Tek International, Corp.
	Amendment No. 1 to Registration Statement on Form S-1
	filed November 12, 2004
	Registration No. 333-118830

Dear Mr. Harper:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

General

1. Please fill in any remaining blanks in your filing, and note that
we may have additional comments after you do so.

Graphics

2. We note your disclosures throughout your filing that to date you
have not derived material revenues from providing axle testing
services or manufacturing precision driveshafts.  Please revise your
graphics to clarify that the products depicted are newly introduced or
planned products or services from which you have not generated any
material amount of your historical revenues.

Prospectus Summary

	Our Business - Page 1

3. We note your disclosure in the second sentence of your second
paragraph that sales of your assembly and testing equipment "presently
represent a substantial majority of our pretax earnings."  Since you
are currently experiencing net losses for the nine months ended
September 30, 2004, please replace the quoted text with the disclosure
that you have not derived material revenues to date from providing
axle testing services or manufacturing precision driveshafts.  In
addition, please include this disclosure in an appropriate place in
the "Overview" section of each of your "Management`s Discussion and
Analysis" and "Business" sections.

	Additional Considerations - Page 3

4. Please expand your disclosure to indicate that a significant
portion of the proceeds from your offering will be used to repay your
outstanding debt under your current credit facility and revise your
disclosure in the second to last sentence of this paragraph to clarify
that your ability to meet your capital requirements will depend on
your ability to borrow under your new credit facility.  Please
indicate the amount that you will be able to borrow under your new
credit facility.

5. Please consider separating the various considerations by bullet
points so that they are more clearly presented to your investors.

	Our Company - Page 3

6. At the end of the first paragraph, include a cross reference to the
more complete discussion on page 21.

	Summary of the Offering - Page 4

7. Please indicate the formula by which you will determine how many
shares of common stock will be issued in order to convert the
subordinated debt at the closing of your offering (i.e., indicate the
aggregate principal and interest to be converted and the conversion
rate).  Please be sure to indicate that this number of shares assumes
an offering price of $6.00 per share.

Summary Financial Data and Selected Financial and Operating Data -
Pages 5 and 26

8. We see your response to prior comment 10.  Please refer to
Questions 8 and 15 of the Staff`s FAQ Regarding the Use of Non-GAAP
Financial Measures.  Revise your description to include the
disclosures required by that FAQ.  Your disclosures should address,
among the other items noted in the FAQ, the following:
a) You disclose elsewhere that you will be spending significant
additional money on capital equipment.  Further, capital items are
necessary to enable you to generate revenues.  Describe how a
financial measure that omits depreciation could be a relevant and
useful measure of operating performance.
b) You disclose elsewhere that you will need to incur additional debt
in the future to fund your capital expansion plans.  Describe how a
financial measure that omits interest expense could be a relevant and
useful measure of operating performance.
c) Discuss the significant trends or requirements not captured by
EBITDA
d) Discuss the limitations of excluding depreciation and amortization
when assessing the financial performance of the company
e) Discuss the limitations of excluding interest when assessing the
financial performance of the company
f) Discuss the limitations of excluding income taxes when assessing
the financial performance of the company
Otherwise, please remove the measures since as currently presented
they do not appear to comply with the guidance in Release 33-8176 and
the accompanying FAQ.

9. Notwithstanding the previous comment, your use of the phrase "to
more meaningfully evaluate.... the results of our operations" in the
third bullet on page 7 may confuse investors to placing more reliance
on your non-GAAP measure than your GAAP-based results.  Please note
that Release 33-8176 requires that non-GAAP measures should not be
presented with greater prominence that the directly comparable GAAP
measure.  Please revise the bullet to remove the confusing language.

10. We see your response to prior comment 11.  However, we note in
your revised disclosures you state that you believe EBITDA is useful
to an investor because "it is a widely accepted financial indicator of
a company`s ability to service its debt."  Please explain to us why
measuring the ability to incur and service debt would not constitute a
liquidity measure.  Please be detailed in your response.

11. Revise the filing to present pro forma information consistent with
the guidance in Article 11 of Regulation S-X.  Rule 11-02(b)(4)
requires you to provide the information in columnar form showing
historical statements, pro forma adjustment and the pro forma results.
Rule 11-02(b)(6) requires you to reference all adjustments to notes
that clearly explain the assumptions involved.

a) In this regard, revise the section to include an introductory
paragraph that clearly describes the transactions being presented and
the periods for which the information is being presented.

b) Move up the pro forma income statements and pro forma balance sheet
date to follow the introductory paragraph.

c) Move the current description of the adjustments to footnotes
following the pro forma statements that clearly reference the pro
forma adjustments.

d) Present pro forma balance sheet data only as of September 30, 2004,
as that is the end of the most recent period for which a balance sheet
is required in the filing.  See Rule 11-02(c)(1) of Regulation S-X.

e) Expand the condensed balance sheet data to show each balance sheet
caption that is impacted by a pro forma adjustment, including Deferred
income taxes, Revolving credit facility, Subordinated debt, Common
stock and Retained earnings.

f) Remove the pro forma EBITDA as that measure is not contemplated by
Article 11 of Regulation S-X and Item 10(e)(ii)(d) of Regulation S-K
prohibits the disclosure of non-GAAP financial information in pro
forma financial statements.

g) Provide pro forma earnings per share information as required by
Rule 11-02(b)(7) of Regulation S-X.

12. In your net proceeds section on page 22, you explain that your
current and proposed credit facilities require you to use the offering
proceeds to reduce the outstanding balance of these facilities. You
disclose the outstanding balance of these facilities at September 30,
2004 as $7.2 million.  However, you reflect a pro forma deduction to
total debt of $15.882 million. Even after taking into account the
planned conversion of $7.058 million of subordinated debt to common
shares, there is a difference of approximately $1.624 million. Please
revise the filing to eliminate these inconsistencies.

13. The preceding comment also applies to the adjustments shown on the
pro forma income statements reflecting the decrease in interest
expense from your use of all $13.350 million of offering proceeds to
pay off all outstanding debt.  Please be aware that your pro forma
data should only reflect those uses of offering proceeds that are
factually supportable and, therefore, are reflected in the use of
proceeds discussion.

14. We are unable to reconcile to your September 30, 2004 pro forma
balances for cash and cash equivalent and stockholders` equity.
Please revise to clarify and provide us with your supporting
calculations.

15. Please be aware that the net impact of pro forma adjustments to
the pro forma income statements is not required to be reflected in the
pro forma balance sheet.  Each of the two statements stands on its
own.  Please remove the adjustments decreasing retained earnings by
$21 in 2003 and increasing retained earnings by $748 in 2004, or tell
us why an adjustment to increase retained earnings as a result of
income statement adjustments is appropriate.

Risk Factors

	We may face substantial competition from competitors... - Page 16

16. Please indicate that you will be competing against Visteon, one of
your more significant customers, at such time as you commence
manufacturing driveshafts, and address any risks that may result from
that competition.

History of the Company - Page 21

17. We note your response to comment 4.  Expand the first paragraph to
identify the "predecessor company" to which you refer in the second
sentence.  Disclose the equity interest Mr. Juranitch had in the
predecessor company.  Disclose the business purpose of the
transaction.  Disclose the interest rate charged on the subordinated
debt.  Disclose the current equity ownership of Mr. Juranitch and
Quantum Value Partners, L.P.  Your discussion of this transaction
should be much more straightforward, as previously requested.  We have
the following additional comments in this regard.

18. Please revise your disclosure at the end of the fifth sentence of
the first paragraph, to clarify what effect, if any, the disclosure
that the aggregate sum of the assumed liabilities was "subject to
adjustment by the aggregate amount of any Veri-Tek International
Corp.`s bank borrowings used to reduce the balance of its loan from
Mr. Juranitch" had on the purchase price.  Quantify the amount of the
loan.

19. Please indicate the rate at which interest accrued under the $5.9
million subordinated note, the aggregate amount of principal and
interest due on the note as of October 30, 2004, and that the
aggregate amount of principal and interest accrued through such date
will be convertible into shares of your common stock at the offering
price of your common stock in your public offering.  Indicate the
number of shares that will be issuable at such time, and that such
number assumes an offering at the mid-point of your price range.

20. Please indicate that in connection with the formation of Quantum-
Veritek, Inc. that entity issued 6,000 shares of common stock to
Quantum Value Partners, LP for an aggregate purchase price of $60,000
and 4,000 shares of common stock to Mr. Juranitch for an aggregate
purchase price of $40,000, and that the proceeds of those share
issuances were combined with the proceeds of the $5.9 million
subordinated note and were used to fund the asset purchase from your
predecessor and that the $6.0 million cash payment paid to your
predecessor was ultimately distributed to Mr. Juranitch.

21. Please indicate which members of your executive management team
were designated by Quantum Value Partners, LP.

22. We note that the biographies of the identified members of your
executive management team are broader that your similar disclosures in
your "Management" section.  In order to avoid including varying and/or
duplicative disclosure in your prospectus regarding your management,
please relocate the material portions of this disclosure to your
"Management" section and refer your investors to that section for the
biographical information.

23. We reissue the portion of our prior comment 5 which asked that you
supplementally provide us with a brief explanation of the rationale
for structuring Quantum Value Partners` investment in the business of
the registrant as a purchase of the assets of your predecessor, with a
substantial distribution to your predecessor`s founder, rather than a
direct equity investment in that entity as is more customary in
venture capital transactions.

Use of Proceeds - Page 22

24. We note your disclosure in the second sentence of the second
paragraph.  As there are no amounts outstanding under your proposed
credit facility, please revise this disclosure so that it is clear
that your current and proposed credit facilities require that the net
proceeds from the offering will be used to retire amounts outstanding
under your current credit facility.

25. We note that in the second sentence of the second paragraph you
have indicated that the amount outstanding under your current credit
facility as of September 30, 2004 was $7.2 million.  Please update
this disclosure so that it is consistent with the $8,824,000 which
appears on your unaudited balance sheet for the quarter ended
September 30, 2004 on page F-21.

26. Please indicate the amount that will be available for future
borrowings under your proposed credit facility.

Dividend Policy - Pages 22 to 23

27. We note your disclosure in the fourth sentence that since
inception you have provided your shareholders with funds for the
payment of income taxes on your earnings.  If true, please revise this
disclosure to make it clear that the period during which you provided
these funds to your shareholders was from inception until your
conversion to a Subchapter "C" corporation.

Capitalization - Page 24

28. Please explain that if your underwriters` over-allotment is
exercised in full, the number of shares held by new investors will
increase, and quantify the additional dilutive effect.

29. Please update your disclosure as to the amount outstanding under
your revolving credit facility in your third bullet point so that it
is consistent with the $8,824,000 which appears on your unaudited
balance sheet for the quarter ended September 30, 2004 on page F-21.

Dilution - Page 25

30. We note your added disclosure in the last paragraph of this
section.  Please expand your disclosure to quantify the dilution in
pro forma net tangible book value per share to your new investors that
will result if the underwriters exercise their over-allotment option
in full.

Management`s Discussion and Analysis...

Nine Months Ended September 30, 2004 Compared to Nine Months Ended
September 30, 2003 - Pages 33 to 34

31. We see your response to prior comment 28.  Further revise your
discussion to address why you believe you are experiencing increased
orders in certain of your products while you are experiencing
decreased orders in other products.  Discuss any known material trends
in your revenues.

32. With respect to your cost of sales for the nine month periods,
revise to expand your discussion of "manufacturing inefficiencies."
Explain whether these inefficiencies are indicative of problems in the
manufacturing process, or just under-utilization of manufacturing
capacity.  If they relate to problems in the process, revise to
discuss how these issues are being resolved.  Discuss, to the extent
material, any trends that exist associated with these inefficiencies.

33. We see your response to prior comment 29.  You state that yo