**UNITED      STATES **

**SECURITIES      AND EXCHANGE COMMISSION**

**WASHINGTON,      DC 20549**

**FORM      10-KSB/A**

**Amendment      no. 3**

**VERSADIAL,      INC.**

| Nevada                                                  |   | 11-3535204                                          |
|---------------------------------------------------------|--------|-----------------------------------------------------|
| (State                or other jurisdiction of          |   | (I.R.S.                Employer Identification No.) |
| incorporation                or organization)           |   |                                                |
|                                                    |   |                                                |
| 305                Madison Avenue, New York, NY         |   | 10165                                               |
| (Address                of principal executive offices) |   | (Zip                Code)                           |

| Title                of each class            |   | Name                of each exchange on which registered |
|-----------------------------------------------|--------|----------------------------------------------------------|
|                                          |   |                                                     |
| Common                Stock, par value $.0001 |   | OTC                - BB                                  |

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**Explanatory      Note**

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**Item      13.**

**EXHIBITS**

| Exhibit                No. |   | Description                                                                                                                                                                                                                                                                                                                             |
|----------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                                                                                                                                                                                                                    |
| 3.1                        |   | Articles                of Incorporation, as amended. (1)                                                                                                                                                                                                                                                                               |
| 3.2                        |   | By-Laws.                (2)                                                                                                                                                                                                                                                                                                             |
| 4.1                        |   | Form                of Common Stock Certificate. (15)                                                                                                                                                                                                                                                                                   |
| 4.2                        |   | Registration                Rights Agreement dated August 9, 2006 among the Company and Mellon                HBV                Master US Event Driven Fund, LP and Mellon HBV Master Global Event                Driven                Fund, LP (together, now named Fursa Master Global Event Driven Fund,                L.P.). (3) |
| 4.3                        |   | Securities                Purchase Agreement dated August 9, 2006 between the Company and Fursa                Master Global Event Driven Fund, LP (16)                                                                                                                                                                                 |
| 4.4                        |   | Security                Agreement dated August 9, 2006 from the Company to Fursa Master Global                Event Driven Fund, L.P. (16)                                                                                                                                                                                              |
| 4.5                        |   | Guaranty                from Innopump, Inc. to Fursa Master Global Event Driven Fund, L.P.                (16)                                                                                                                                                                                                                          |
| 4.6                        |   | Security                Agreement from Innopump, Inc. to Fursa Master Global Event Driven                Fund,                L.P. (15)                                                                                                                                                                                                 |
| 4.7                        |   | Amendment                No. 1. to Securities Purchase Agreement dated October 17, 2006 between                the                Company and Fursa Master Global Event Driven Fund, L.P.                (4)                                                                                                                            |
| 4.8                        |   | Amendment                Agreement dated November 10, 2006 between the Company and Fursa Master                Global Event Driven Fund, L.P. (5)                                                                                                                                                                                       |
| 4.9                        |   | Amendment                Agreement dated February 16, 2007 between the Company and Fursa Master                Global Event Driven Fund, L.P. (7)                                                                                                                                                                                       |
| 4.10                       |   | Form                of Convertible Note. (3)                                                                                                                                                                                                                                                                                            |
| 4.11                       |   | Form                of Common Stock Purchase Warrant issued in connection with Convertible                Note (3)                                                                                                                                                                                                                      |
| 4.12                       |   | Form                of Common Stock Purchase Warrant issued in connection with the Merger                between the Company and Innopump, Inc. (3)                                                                                                                                                                                     |
| 4.13                       |   | Line                of Credit Agreement dated February 1, 2007 between the Company and                Fursa                Alternative Strategies, LLC. (6)                                                                                                                                                                             |
| 4.14                       |   | Form                of Common Stock Purchase Warrant issued in connection with the Line                of                Credit (6)                                                                                                                                                                                                     |
| 4.15                       |   | Form                of Note issued in connection with the Line of Credit                (6)                                                                                                                                                                                                                                             |
| 4.16                       |   | Lock-up                Agreement dated as of August 9, 2006 among Gerhard Brugger, Geoffrey                Donaldson, Matthew Harriton, Richard Harriton and Fursa Master Global                Event Driven Fund, L.P. (17)                                                                                                            |
| 4.17                       |   | Amendment                No. 1 dated July 9, 2007 to the Line of Credit Agreement between                the                Company and Fursa Alternative Strategies, LLC. (12)                                                                                                                                                         |
| 4.18                       |   | Form                of Note issued in connection with Amendment No. 1 to the Line of                Credit                (12)                                                                                                                                                                                                          |
| 4.19                       |   | Securities                Purchase Agreement dated as of August 30, 2007 between the Company                and the                Lenders Named Herein. (17)                                                                                                                                                                           |
| 10.1                       |   | Consulting                Agreement dated April 22, 2005 between Innopump, Inc. and Park Avenue                Consulting. (16)                                                                                                                                                                                                         |
| 10.2                       |   | Amended                and Restated License Agreement dated January 1, 2003 between Sea                Change                Group, LLC and Gerhard Brugger. (15)                                                                                                                                                                       |
| 10.3                       |   | Sublicense,                Development and Technology Transfer Agreement dated May 1, 2005 between                Innopump, Inc. and Sea Change Group, LLC. (16)                                                                                                                                                                        |
| 10.4                       |   | Sublicense                Agreement dated June 2, 2006 between Innopump, Inc. and VDM Holdings,                LLC                . (16)                                                                                                                                                                                                |
| 10.5                       |   | Asset                Purchase Agreement dated May 25, 2005 between Sea Change Group, LLC                and                Innopump, Inc. (16)                                                                                                                                                                                          |

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| 10.6   |   | Agreement                and Plan of Merger dated August 9, 2006 among Carsunlimited.com,                Inc.,                Pump Acquisition Corp. and Innopump, Inc. (3)                                                                                               |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.7   |   | Amendment                No. 1 dated July 13, 2006 to the Sublicense, Development and Technology                Transfer Agreement dated May 1, 2005 between Innopump, Inc. and Sea                Change                Group, LLC. (16)                                 |
| 10.8   |   | Amendment                No. 1 dated July 10, 2006 to the Asset Purchase Agreement dated May                25,                2005 between Sea Change Group, LLC and Innopump, Inc.                (16)                                                                  |
| 10.9   |   | Amendment                as to Payment Terms dated June 16, 2006 to the Amended and Restated                License                                                                                                                                                       |
|   |   | Agreement                dated January 1, 2003 between Sea Change Group, LLC and Gerhard Brugger.                (16)                                                                                                                                                     |
| 10.10  |   | Manufacturing                Agreement dated September 20, 2006 between Innopump, Inc. and Seidel                GmbH                & Co. *                                                                                                                          |
| 10.11  |   | Amendment                No. 2 dated April 1, 2007 to the Sublicense, Development and Technology                Transfer Agreement dated May 1, 2005 between Innopump, Inc. and Sea                Change                Group, LLC. (17)                                 |
| 10.12  |   | Supply                Agreement dated as of April 20, 2007 effective upon execution of                the                Agreement to License, between Alltrista Plastics Corporation d/b/a                Jarden                Plastic Solutions and Innopump, Inc. (8) |
| 10.13  |   | Tooling                Amortization Agreement dated as of April 20, 2007, effective upon                execution of the Agreement to License, between Alltrista Plastics                Corporation d/b/a Jarden Plastic Solutions and Innopump, Inc.                (9) |
| 10.14  |   | Agreement                to License dated as of April 20, 2007, effective April 30, 2007 by                and                between Gerhard Brugger, Sea Change Group, LLC and Alltrista Plastics                Corporation, d/b/a Jarden Plastic Solutions. (10)      |
| 10.15  |   | Master                Supply Agreement dated July 10, 2007 between Versadial, Inc. and                Avon                Products, Inc. (11)                                                                                                                             |
| 10.16  |   | Amendment                No. 3 dated September 18, 2007 to the Sublicense, Development and                Technology Transfer Agreement dated May 1, 2005 between Innopump,                Inc. and                Sea Change Group, LLC. (17)                            |
| 10.17  |   | Amendment                No. 2 as to Payment Terms dated September 18, 2007 to the Amended                and                Restated License Agreement dated January 1, 2003 between Sea Change                Group,                LLC and Gerhard Brugger. (17)       |
| 14     |   | Code                of Ethics of Versadial, Inc.(17)                                                                                                                                                                                                                      |
| 16.1   |   | Letter                from Sherb & Co. LLP re: Change in Registrant’s Certifying Accountant                (13)                                                                                                                                                 |
| 99.1   |   | Audited                financial statements of Innopump, Inc. for the years ended June 30,                2006                and 2005. (14)                                                                                                                              |
| 31     |   | Certification                of Principal Executive and Financial Officer and Principal Accounting                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of                2002*                                                                       |
| 32     |   | Certification                of Principal Executive and Financial Officer and Principal Accounting                Officer pursuant to Section 906 of the Sarbanes-Oxley Act of                2002(18)                                                                    |

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| *  |   | Filed              herewith. A portion of Exhibit 10.10 has been omitted pursuant to a              request for confidential treatment.  |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------|

| (1) | Incorporated                by reference to the Company’s Registration Statement filed on May 9, 2001                as Exhibit 3.1, to the Amendment filed with the Company’s Report on Form                8-K filed on August 2, 2006 as Exhibit 3.2, Amendment filed with                the                Company’s Report on Form 8-K filed on August 9, 2006 as Exhibit 3.1, and                Amendment filed with the Company’s Report on Form 8-K filed on March 2,                2007 as Exhbits 3.1(1) and (2). |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Incorporated                by reference to Exhibit 3.2 of the Company’s Registration Statement filed                on May 9, 2001                                                                                                                                                                                                                                                                                                                                                                                                              |
| (3) | Incorporated                by reference to Exhibits 2.1, 4.1, 4.2 and 4.3 of Form 8-K of the                Company                filed on August 11, 2006.                                                                                                                                                                                                                                                                                                                                                                                          |
| (4) | Incorporated                by reference to Exhibit 10.1 of Form 8-K of the Company filed on                October                23, 2006.                                                                                                                                                                                                                                                                                                                                                                                                           |
| (5) | Incorporated                by reference to Exhibit 10.1 of Form 8-K of the Company filed on                November                15, 2006                                                                                                                                                                                                                                                                                                                                                                                                           |
| (6) | Incorporated                by reference to Exhibit 4.1 of Form 8-K of the Company filed on February                7, 2007                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (7) | Incorporated                by reference to Exhibit 10.1 of Form 8-K of the Company filed on                February                22, 2007                                                                                                                                                                                                                                                                                                                                                                                                           |
| (8) | Incorporated                by reference to Exhibits 10.1 of Form 8-K of the Company filed on                May 4,                2007                                                                                                                                                                                                                                                                                                                                                                                                                |
| (9) | Incorporated                by reference to Exhibit 10.2 of Form 8-K of the Company filed on                May 4,                2007                                                                                                                                                                                                                                                                                                                                                                                                                 |

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| (10) | Incorporated                by reference to Exhibit 10.3 of Form 8-K of the Company filed on                May 4,                2007                     |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (11) | Incorporated                by reference to Exhibit 10.1 of Form 8-K of the Company filed on                July 16,                2007                   |
| (12) | Incorporated                by reference to Exhibit 10.1 and Exhibit 10.2 of Form 8-K of the                Company                filed on July 12, 2007. |
| (13) | Incorporated                by reference to Exhibit 16.1 of Form 8-K/A of the Company filed on                September 26, 2006.                          |
| (14) | Incorporated                by reference to Exhibit 99.5 of Form 8-K/A of the Company filed on                October                13, 2006.             |
| (15) | Incorporated                by reference to same Exhibit No. on Form SB-2 of the Company filed                on                March 16, 2007.            |
| (16) | Incorporated                by reference to same Exhibit No. on Form SB-2/A of the Company filed                on                August 13, 2007.         |
| (17) | Previously                filed with the Annual Report of the Company on October 15,                2007.                                                  |
| (18) | Previously                filed with the Annual Report (Amendment No. 2) of the Company on                January                29, 2008.                 |

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**SIGNATURES**

|   | VERSADIAL,                INC.                                          |
|--------|------------------------------------------------------------------------------|
|   |                                                                         |
|   | /s/                Geoffrey Donaldson                                        |
| By:    | Geoffrey                Donaldson, Principal Executive and Financial Officer |
|   |                                                                         |
|   | /s/                Karen Nazzareno                                           |
| By:    | Karen                Nazzareno,                                              |
|   | Controller                                                                   |

| /s/                Geoffrey Donaldson   |   | Chairman                of the Board   |
|-----------------------------------------|--------|----------------------------------------|
| Geoffrey                Donaldson       |   | Chief                Executive Officer |
|                                    |   |                                   |
| /s/                Robin Bartosh        |   |                                   |
| Robin                Bartosh            |   | Director                               |
|                                    |   |                                   |
| /s/                Edward P. Bond       |   |                                   |
| Edward                P. Bond           |   | Director                               |
|                                    |   |                                   |
| /s/                Thomas Coyle         |   | Director                               |
| Thomas                Coyle             |   |                                   |
|                                    |   |                                   |
| /s/                Richard Harriton     |   | Director                               |
| Richard                Harriton         |   |                                   |
|                                    |   |                                   |
| /s/                Michael W. Hawthorne |   | Director                               |
| Michael                W. Hawthorne     |   |                                   |

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