Replies to post #123 on QualTek Services Inc (fka QTEKQ)

[xxrayeyes]

As I was updating the Ibox today, I noticed that the company's IR page has been revamped. It is an excellent place to retrieve information. I am suprised that they are using IRconnect for it though. That service is expensive for a company that neds to save every penny.

[thepennyking]

Defaults Upon Senior Securities

During the three month period ended March 31, 2003, we made offers to all
holders of our promissory notes and convertible bonds to convert their bond
principal and accrued interest into Preferred stock. As of December 31, 2003, we
received commitments to convert $198,268 of debt ($159,000 in principal +
$39,268 in accumulated interest) into 724,077 shares of Series A Preferred stock
and 648,256 shares of Series B Preferred stock. During October 2003, a
convertible bond with a principal amount of $89,200 and accumulated interest of
$17,222 was converted into 1,773,695 shares of common stock. The balance of
related debt, consisting of $82,495 in principal and $26,768 in accrued
interest, still remains outstanding. Interest continues to accrue against the
principal of all outstanding bonds. The convertible bonds are unsecured, general
obligations of the Company which are convertible into common stock at the option
of the holders. The holders of the bonds that are in default have indicated that
they do not want to convert their debt to stock and wish to be repaid in cash.
At present we do not have funds to repay the indebtedness. We do not know
whether we will be able to repay or renegotiate the debt. If we are unable to
cure the default or renegotiate our debt, we may not be able to continue as a
going concern.

http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt

[thepennyking]

Changes in Securities

Common Stock Transactions

During the six month period ending December 31, 2003, we issued 1,987,987 shares
of our common stock in the transactions summarized below:

(a) In August 2003 we issued 200,000 shares of common stock pursuant to a
registration statement on Form S-8 to a company as compensation for consulting
services related to sales of our products. The stock had a market value of
$15,000.

(b) In October 2003 we issued 1,773,695 shares of restricted common stock to one
individual in return for converting to equity the principal ($89,200) and
accrued interest ($17,222) of a convertible bond. The convertible bond had been
held for over 2 years and this caused the shares issued on the principal amount
to become immediately eligible for legend removal under Rule 144(k).

(c) In October 2003 we issued 14,291 shares of restricted common stock to one
individual as a late fee incurred during a purchase order financing transaction.
The stock had a market value of $1,372.


Unless otherwise noted, the sales set forth above involved no underwriter's
discounts or commissions and are claimed to be exempt from registration with the
Securities and Exchange Commission pursuant to Section 4 (2) of the Securities
Act of 1933, as amended, as transactions by an issuer not involving a public
offering. The issuance and sale by the Company of shares of its common stock was
to financially sophisticated individuals who are fully aware of the Company's
activities, as well as its business and financial condition, and who acquired
said securities for investment purposes and understood the ramifications of
same.

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<PAGE>

On January 14, 2004, our Class J Warrants expired.

http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt

[thepennyking]

Pending stock transactions needing shareholder approval:
--------------------------------------------------------

Series A Preferred Stock

During the third quarter of the fiscal year ended June 30, 2003,
the board of directors allocated 7,000,000 shares out of an
authorized 10,000,000 shares of Preferred stock to be used to
establish Series A Preferred stock with general terms as defined
below: Par value - $0.00; Liquidation Preference - $0.25 per share
plus any unpaid accumulated dividends; Dividends - cumulative
annual rate of $0.005 per share; Conversion Rights - convertible to
common stock at a 1:1 ratio if and when a majority of the Company's
shareholders vote to approve an increase in authorized common
shares from 50,000,000 to 200,000,000; Redemption Rights - the
Company has the right to redeem part or all of the stock upon 30
days written notice at a rate of $0.25 per share plus all
accumulated and unpaid dividends; Voting Rights - one vote per
share on all matters requiring shareholder vote.

Prior to issuing the Series A Preferred stock, the Company will
need to modify its articles of incorporation and obtain approval on
such changes from a majority of the shareholders. A shareholder
meeting is scheduled for later this year to vote on this and other
corporate matters.

Series B Preferred Stock

During the third quarter of fiscal year ended June 30, 2003, the
board of directors allocated 1,613,680 shares out of a remaining
authorized 3,000,000 shares of Preferred stock to be used to
establish Series B Preferred stock with the following terms: Par
Value - $0.00; Liquidation Preference - $0.25 per share plus any
unpaid accumulated dividends; Dividends - cumulative annual rate of
$0.0005 per share when and as declared by our Board of Directors;
Conversion Rights - convertible to common stock at a 1:5 ratio
(i.e. 1 share of Preferred Series B stock is convertible to 5
shares of common stock) if and when a majority of the Company's
shareholders vote to approve an increase in authorized common
shares from 50,000,000 to 200,000,000; Redemption Rights - the
Company has the right to redeem part or all of the stock upon 30
days written notice at a rate of $0.25 per share plus all
accumulated and unpaid dividends; Voting Rights - one vote per
share on all matters requiring shareholder vote.

Prior to issuing the Series B Preferred stock, the Company will
need to modify its articles of incorporation and obtain approval on
such changes from a majority of the shareholders. A shareholder
meeting is scheduled for later this year to vote on this and other
corporate matters.

http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt

[thepennyking]

Securities and Exchange Commission Inquiry On September 17, 2002,
the Company was advised by the staff of the U.S. Securities and
Exchange Commission that they will recommend that the Commission
file civil injunctive lawsuits against the Company and its
president, Thomas W. Sims. The suits would allege that the Company
violated Section 17(a) of the Securities Act of 1933 and Sections
10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules
10b-5, 13a-1, and 13a-13, based on false and misleading statements
in press releases disseminated by the Company on October 22, 2001
and October 25, 2001, regarding the Company's investment in PanaMed
Corp. and the press releases disseminated on January 8, 2002 and
March 20, 2002, and failure to timely file annual and quarterly
reports with the Commission. On March 25, 2003, the Company signed,
without admitting or denying the allegations, a proposed settlement
agreement with the U.S. Securities and Exchange Commission, which
permanently restrains and enjoins the Company from engaging in acts
which would constitute violations of these regulations in the
future. On August 6, 2003, a final judgment was entered by the U.S.
District Court, Central District of California, against the Company
which permanently enjoined the Company from violating Section 10(b)
of the Exchange Act and Rule 10b-5 promulgated thereunder by using
any means or instrumentality of interstate commerce, or of the
mails, or of any national securities exchange: (A) to employ any
device, scheme or artifice to defraud; (B) to make any untrue
statement of a material fact or omitting to state a material fact
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; or (C) to
engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon any person, in
connection with the purchase or sale of any security. Further, the
final judgment permanently enjoined the Company from violating
Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13


13
<PAGE>

promulgated thereunder, by failing to file with the Commission in
accordance with Commission rules and regulations, information and
documents required by the Commission to keep current information
and documents required in or with an application or registration
statement filed pursuant to Section 12 of the Exchange Act or
annual or quarterly reports as the Commission has prescribed.

http://www.sec.gov/Archives/edgar/data/1107714/000093173104000036/quintek-10qsb123103.txt

[thepennyking]

[gaboracs]

Most amazing!