SecProbe.io

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      September 30, 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.
	Registration Statement on Form S-1 filed September 3, 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 confirm that any preliminary prospectus you circulate
will
include all non-Rule 430A information.  This includes a bona fide
estimate of the range of the maximum offering price and the
maximum
number of securities offered.

2. Please fill in the blanks throughout the filing, and note that
we
may have additional comments after you do so.

3. If you intend to include graphics in the prospectus, please
submit
them and allow time for staff review and comment.

4. Under a separate caption, provide a more complete discussion of
the acquisition, explaining all the sources and uses of funds
involved.  The discussion should clearly explain what the various
interested parties paid and received or will receive.  We may have
further comments if the discussion you include is not clear and
straightforward or if it does not contain enough detail for
potential
investors to understand the complete transaction.

5. 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 Veri-Tek
International Corp. rather than a direct equity investment in that
entity as is more customary in venture capital transactions.  We
note
in this regard that it appears that in order to consummate the
asset
acquisition you were required to pay out $6.0 million dollars and
then recapitalize your company with a similar amount borrowed from
an
affiliate at a 20% interest rate.  For example, please tell us
what
assets or liabilities of the seller were not purchased by the
registrant in the asset purchase transaction, if the $6.0 million
paid in consideration for the assets was retained by the company
now
known as JCJ International Corporation or distributed to Mr.
Juranitch, and whether Mr. Juranitch owns any shares of the
registrant and briefly describe the transactions by which he
acquired
those shares.

Prospectus Cover Page

6. If significant, please disclose on the cover page the extent to
which Quantum Value Partners will continue to control your company
after the offering.

Prospectus Summary - Pages 1 to 4

7. We note that the disclosure on pages 1-4 is identical to the
disclosures in the forepart of your "Business" section on pages
32-
34.  Your "Summary" section should highlight, not repeat,
information
that appears in the body of the prospectus.  Please revise your
prospectus summary accordingly, taking into consideration the
comments we have made directly to your "Business" section below.

8. The disclosure in your summary should be a balanced
presentation
of your business and prospects.  Expand your disclosure to briefly
describe some of the serious challenges you face, many of which
are
identified in your risk factors section, such as that the proceeds
from your offering will be used to repay your outstanding debt,
that
your ability to obtain additional working capital in the future
will
depend on your ability to make borrowings under your credit
facility,
that those borrowings may be repayable at any time at the demand
of
your creditor, and that your current business plan anticipates
that
you will need to obtain substantial amounts of cash either from
operations or additional financings in order to make the capital
expenditures you have outlined on page 28.

Summary Financial Data - Pages 6 to 7

9. Please revise this table and similar tables throughout the
filing
to clearly label columns for the year ended December 31, 1999 and
2000, the Combined column for the year ended December 31, 2003 and
the columns for the six months ended June 30, 2003 and 2004 as
unaudited.

10. We note that you present a line item entitled EBITDA.  We also
see in footnote 2 to the table that you provide a brief
explanation
regarding your use of EBITDA, which states that you presented the
measure "because it is a widely accepted financial indicator of a
company`s ability to incur and service debt."  Please revise the
discussion of your use of this measure to discuss in greater
detail
why management believes investors would find this measure valuable
in
the context in which it is presented, given the excluded items.
See
Item 10 of Regulation S-K and also see SEC Release No. 33-8176.
This
comment also applies to the Selected Financial Data presented on
Page
21.

11. With respect to the presentation and discussion of EBITDA, in
footnote 2 to the summary financial data table you indicate that
EBITDA is a "widely accepted financial indicator of a company`s
ability to incur and service debt."  Tell us why you believe that
the
most directly comparable GAAP measure is net income and not cash
flows from operations.  Refer also to the guidance relating to
presenting EBITDA as a performance measure provided in questions 8
and 15 of the Staff`s FAQ Regarding the Use of Non-GAAP Financial
measures.  Otherwise, remove the measure.  This comment also
applies
to the Selected Financial Data presented on Page 21.

12. We note that you present certain pro forma information to give
effect to the impact of the proposed transaction on your
outstanding
debt and the related interest expense.  However, you have not
included full pro forma financial statements.

* Please revise your filing to include the pro forma information,
including a pro forma balance sheet, consistent with the format
required by Article 11 of Regulation S-X.
* Clearly show all adjustments gross and referenced to footnotes
that
explain the assumptions you made.
* Note that the pro forma balance sheet should also consider
stockholders` equity adjustments directly attributable to the
transaction.
* Please show pro forma earnings per share information in the
revised
pro forma financial statements.

13. Also with respect to the pro forma statements of operations,
we
note that you appear to be recording adjustments for the reduction
of
the credit facility, which will be achieved using the proceeds
from
the offering, and for the conversion of the subordinated debt into
shares of your common stock.  Supplementally explain why you
believe
these adjustments meet the criteria of Rule 11-02(b)(6) of
Regulation
S-X.

Risk Factors - Pages 8 to 16

14. Please note that we have made comments to other sections of
your
document that may require the addition of new risk factors or
modifications to your existing risk factors.  Please revise
accordingly.

15. Please delete the fourth sentence of the lead-in paragraph to
your "Risk Factors" section and revise your risk factors to
present
all of the material risks that may adversely affect your business,
financial condition and results of operation.

	Risk Related to Our Operations - Pages 8 to 14

16. We note that your business strategy (e.g., manufacturing and
selling precision driveshafts) relies to a significant degree on
the
trends in the automotive industry relating to rear-wheel drive
vehicles, including SUVs and luxury pickup trucks and sedans.  If
appropriate, please include a risk factor that addresses any risks
to
your business from industry-wide declines in sales of automobiles
in
general, and declines in sales of the types of automobiles that
your
business will address in particular.

17. We note from page 28 that you will be required to make
significant capital expenditures to finance the growth of your
manufacturing and testing operations.  Disclose any material risks
to
your growth strategy if you are unable to generate cash or obtain
financing on favorable terms required to make these capital
expenditures.

18. We note that the testing equipment you currently sell is used
on-
site by manufacturers as part of their in-line manufacturing
process
and that your anticipated testing services will be offered at your
facility.  Disclose any material risks that you may face in
implementing your growth strategy with regard to growing your
testing
services as a result of having to interrupt the manufacturing
process
at the manufacturer`s site to transport and test the related
products
at your facility or as a result of any capacity constraints you
may
face in conducting these activities at your facility.

19. Disclose, either in a separate risk factor or in an
appropriate
existing risk factor, that your current cash balance at June 30,
2004
was $2,000 and any related risks.

	Risks Relating to our Common Stock and the Offering - Pages
14
to 16

20. If applicable, add appropriate risk factor disclosure if your
common stock may be considered "penny stock".  Refer to Rules 15g-
1
through 15g-9 under the Exchange Act (collectively known as the
"penny stock rules") and Section 3(a)(51) and Rule 3a51-1 of the
Exchange Act.  In addition, please disclose any additional risk
factors that may affect the liquidity of your common stock as a
result of your listing on the Nasdaq SmallCap Market, such as
limited
trading volumes.

21. Add risk factor disclosure that your investors may suffer
dilution in the future to their ownership, preferences, rights or
privileges if you are required to obtain financing to fund your
operations or implement your growth strategy on terms that are not
favorable or at a valuation that is lower than the value of your
company implied by your current offering.

Use of Proceeds - Page 18

22. We note the significant capital expenditures that you will be
required to make to in order to grow your manufacturing and
testing
operations, your current low level of working capital and that a
majority of the proceeds from your offering will be used to pay
down
your existing credit facility and that repayment of the
outstanding
obligations under that credit facility may be demanded at any
time.
If true, disclose in your "Use of Proceeds" section that the
proceeds
for your offering may not be sufficient to fund all of the capital
expenditures that you will be required to make in order to
implement
the intended business plans that you have described in your
"Business" section.

Dividend Policy - Page 18

23. We note your statement that "we have never declared or paid
any
cash dividends" but that Veri-Tek International Corp. did in fact
historically make occasional dividend payments while it was
considered a subchapter "S" corporation.  Since your references to
your company throughout your prospectus include the historical
operations of that entity, please revise your disclosure in this
section to avoid any confusion.

Dilution - Page 20

24. 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.

25. We may have further comments when you complete the tables.

Management`s Discussion and Analysis... - Pages 23 to 30

	Results of Operations

26. Please review your paragraph headings under the discussion of
your results of operations for the six month and year end periods
to
ensure that those headings match the line items in your related
statement of operations.  For example, your paragraph heading "Net
Sales" appears to refer to your "Revenue" line item on your
statement
of operations.

27. We note your net sales for year ended December 31, 2002 were
cut
almost in half as a result of the economic impact of the events of
September 11, 2001.  Please expand the disclosure to explain in
more
detail how these events affected your product sales.  We note that
your revenues continue to be below 2001 revenues.  Expand to
discuss
this continuing trend.

Six Months Ended June 30, 2004 Compared to Six Months Ended June
30,
2003 - Pages 24 to 25

28. We note that you attribute the increase in net sales to
increased
orders, which were partially offset by lower selling prices.  In
general, your revenue discussion should separately discuss and
quantify changes from volume, prices and other factors.

* Please expand to quantify the impact of changes in prices on
revenues.
* Please expand to address reasons for the increased orders.
* Revise to address relevant factors such as new products, new
markets, new customers, new technologies or other items relevant
to
your business.

Year Ended December 31, 2003 Compared to Year Ended December 31,
2002
- Pages 25 to 26

29. We note under Cost of Sales that you discuss "increased
manufacturing costs incurred in order to meet our customers`
specific
performance and delivery requirements."  Please expand your
discussion to describe the circumstances regarding these increased
costs.  Were there problems with the performance of your original
product?  What was the nature of the unusual performance and
delivery
requirements?  Your discussion should include analysis of any
known
trends that may exist with respect to your costs of meeting
performance and delivery costs of your customers.

30. Please revise the discussion of research and development
expenses
to discuss and quantify the reasons for the decrease in the
research
and development expenses during this period of new product
innovation.

31. Please revise as appropriate to discuss and quantify any
significant offsetting changes in your selling, general and
administrative expenses.  Where multiple factors offset, discuss
and
quantify the individual factors.

Year Ended December 31, 2002 Compared to Year Ended December 31,
2001
- Pages 26 to 27

32. We see you attribute some of the changes in cost of sales and
gross margins to changes in the mix of products produced.  Please
revise to explain which of your products generate higher gross
profit
margins.  Do you have certain customers where you receive higher
gross profit margins?  If so, identify these customers and
markets.

	Liquidity and Capital Resources - Pages 27 to 29

33. If material, please include in your discussion of your
financing
activities the sale of shares of common stock on October 15, 2003
and
October 30, 2003 that you have described in Item 15 of Part II of
your registration statement.

34. Please revise your contractual obligations table to comply
with
Item 303(A)(5) of Regulation S-K.

Critical Accounting Policies and Estimates - Pages 29 to 30

Revenue Recognition

35. Please revise to disclose the significant estimates made by
management, why these estimates bear the risk of change, how
accurate
your estimates have been in the past and whether the estimates are
reasonably likely to change in the future.  If the estimates are
reasonably likely to change in the future, analyze the specific
sensitivity to change and provide quantitative and qualitative
disclosure when quantitative information is reasonably available.
Please refer to SEC Release No. 33-8350.

	Costs and Earning in Excess of Billings

36. We note that this account represented 87% an