FORM 10-KSB
                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C., 20549
(Mark One)

     [ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 2002

     [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                 Commission File Number 33-91240

                         VERSATECH, INC.
           (formerly D.H. Marketing & Consulting, Inc.)
          (Name of small business issuer in its charter)

Nevada                                            88-0330263
(State or other jurisdiction                      (IRS Employer
of incorporation or organization)                 Identification No.)

800 Bellevue Way NE, Suite 400, Bellevue, WA        98004-4208
(Address of principal executive offices)          (Zip Code)

Issuer's telephone number:  (425) 990-5599

Securities registered pursuant to Section 12(b) of the Exchange Act:
     Title of each class           Name of exchanges on which registered
     (None)                        (None)

Securities registered pursuant to Section 12(g) of the Exchange Act:

     Common Stock (Par Value $.0003 Per Share)
                     (Title of Class)

     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

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ x ]

     The issuer's revenues for its most recent fiscal year, ending December
31, 2002, were $7,465 net of discounts.

     The aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked prices of such common equity, as
of 12/31/02, was $271,839.48

     This issuer has not been involved in a bankruptcy proceeding during the
last five years.

     As of March 31, 2003 the issuer has 18,845,974 outstanding shares of
its $.0003 par value Common Stock.

     Transition Small Business Disclosure Format (check one)
     Yes [ ] No [x]

<PAGE> 1
           TABLE OF CONTENTS AND CROSS REFERENCE SHEET

PART I

Item 1    Description of Business
Item 2    Description of Property
Item 3    Legal Proceedings
Item 4    Submission of Matters to a Vote of Security Holders

PART II

Item 5    Market for Common Equity and Related Stockholder Matters
Item 6    Management's Discussion and Analysis
Item 7    Financial Statements
Item 8    Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

PART III

Item 9    Directors, Executive Officers, Promoters and Control Persons;
          Compliance with 16(a) of the Exchange Act
Item 10   Executive Compensation
Item 11   Security Ownership of Certain Beneficial Owners and Management
Item 12   Certain Relationships and Related Transactions
Item 13   Exhibits and Reports On Form 8-K


<PAGE> 2
                             PART I

ITEM 1 - BUSINESS

     VersaTech, Inc. (the "Company") was incorporated under the laws of the
State of Nevada on September 8, 1994, under the name D.H. Marketing &
Consulting, Inc.  On March 22, 2000, the Company changed its name to
VersaTech, Inc.

     In May 2001, the Company discontinued all operations of its wholly-
owned subsidiary Universal Network of America, Inc. ("Universal"). The Company
transferred the trademark name of its proprietary product, Unitropin (hGH
Formula Plus), from Universal to VersaTech and during 2002 engaged in limited
sales and marketing of the product. The Company has marketed its Unitropin
product directly to customers via its website, www.unitropin.com, and via
wholesale distributors and retail outlets. Unitropin is manufactured for the
Company by Garden State Nutritionals.  Unitropin is a proprietary label mix of
herbs, vitamins and adaptogens that the Company believes increases the body's
own production of human growth hormone, which declines as we age.

     In April 1999, LongerLiving.com was introduced as a domain for the
Company, through its wholly-owned subsidiary LongerLiving.com, Inc.  The
Company has not made further progress on the LongerLiving.com website due to
limited resources; however, management intends to create its internet health
community when resources become available. The company has not yet determined
if it will continue to utilize this website.

     In February 2003 the company announced that all previous operations
consisting of manufacturing, marketing, and distribution of the company's
product hGH Unitropin would be discontinued. Currently, the proprietary rights,
inventory, and web site operations are in the process of being valued for
divestiture. The company is now seeking out new business opportunities.


<PAGE> 3

ITEM 2 - DESCRIPTION OF PROPERTY

     The Company leases approximately 1,200 square feet for offices and
warehouse for $800 per month on a month-to-month basis in Dunmore Pennsylvania.
In April 2003 the company relocated it's corporate headquarters to a 800
Bellevue Way NE, Suite 400, Bellevue, WA 98004-4208.

     The Company still maintains an office in Vancouver, British Columbia.

ITEM 3 - LEGAL PROCEEDING

     On July 2, 2002 The Securities And Exchange Commission notified the
company that its formal investigation of the Company has been terminated and
no enforcement action has been recommended to the commission.

     The Company is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against the Company
has been threatened.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth quarter of 2002, no matters were submitted to the
Security Holders for their approval.

<PAGE> 4
                    PART II- OTHER INFORMATION

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

(a)       Market Information - The Company's Common Stock has been quoted on
the OTC electronic Bulletin Board under the symbol "VITC" since March 27, 2000
when the Company's name changed to VersaTech, Inc. Prior to March 27, 2000, the
Company's trading symbol was "DHMG".

     Trading Prices - The following table shows the range of high and low
trading prices quarterly for the years 2002, 2001 and 2000 (such quotations
represent prices between dealers and do not include retail markups, markdowns,
or commissions and do not necessarily represent actual transactions.):

                              Trading Prices
                              Common Stock

   Quarter Ending                 High      Low
__________________________________________________________
March 31, 2000                 $  1.50     $  .15
June 30, 2000                  $   .938    $  .156
September 30, 2000             $  1.53     $  .281
December 31, 2000              $   .51     $  .105
March 31, 2001                 $   .16     $  .04
June 30, 2001                  $   .15     $  .05
September 30, 2001             $   .08     $  .04
December 31, 2001              $   .08     $  .04
March 31, 2002                 $   .01     $  .01
June 30, 2002                  $   .03     $  .03
September 30, 2002             $   .07     $  .04
December 31, 2002              $   .02     $  .02

(b)  Stockholders - To date, the Company has approximately 550 confirmed
holders of record of the Company's Common Stock, although the Company
believes it has a total of approximately 1,200 shareholders.

(c)  Dividends - To date, no dividends have been paid by the Company and the
Company does not anticipate paying dividends on its Common Stock in the
foreseeable future, but plans to retain earnings, if any, for the operation
and expansion of its business.

<PAGE> 5

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS

     In May 2001 the Company made the decision to discontinue all
operations of Universal, dissolving the network marketing program for
Unitropin, and liquidating the collectibles business in order to consolidate
resources, conserve capital, and refocus the business.  During this time,
the Company transferred the trademark for Unitropin from Universal to
Versatech and re-established its relationship with the manufacturer of
Unitropin.  In addition, the Company entered into numerous discussions
with outside parties regarding a possible business venture for a new
product.  The Company has been unsuccessful to date in closing a deal
for this potential new product.

     In February 2003 the company announced that all previous operations
consisting of manufacturing, marketing, and distibution of the company's
product hGH Unitropin, and the internet business that supported it would be
discontinued. Currently, the proprietary rights, inventory, and website
operations are in the process of being valued for divestiture.

     The company is now actively exploring new business opportunities.



                     			PART II - OTHER INFORMATION

ITEM 7 - FINANCIAL STATEMENTS

<PAGE> 6








                             VERSATECH, INC.
                            and Subsidiaries

                    CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2002 and 2001




<PAGE> 7




                             C O N T E N T S


Auditor's Report....................................................... 3

Consolidated Balance Sheets............................................ 4

Consolidated Statements of Operations.................................. 6

Consolidated Statements of Stockholders' Equity........................ 7

Consolidated Statements of Cash Flows.................................. 9

Notes to the Consolidated Financial Statements......................... 11



<PAGE> 8

                                [LETTERHEAD]



                        INDEPENDENT AUDITOR'S REPORT
                        ----------------------------



To the Board of Directors and Stockholders of
Versatech, Inc.

We have audited the accompanying consolidated balance sheets of Versatech,
Inc. and Subsidiaries as of December 31, 2002 and 2001 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended.  The consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Versatech,
Inc. and Subsidiaries as of December 31, 2002 and 2001 and the consolidated
results of its operations and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 5,
the Company's operating loss and lack of working capital raise substantial
doubt about its ability to continue as a going concern.  Management's plans in
regard to those matters are also described in Note 5.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ CHISHOLM & ASSOCIATES
Chisholm & Associates
North Salt Lake, Utah
May 5, 2003


<PAGE> 9


                             VERSATECH, INC.
                      Consolidated Balance Sheets


                                 ASSETS
                                 ------

                                                         December 31,
                                                 --------------------------
                                                     2002          2001
                                                 -----------    -----------

CURRENT ASSETS

  Cash and cash equivalents                      $       192    $     3,233
  Inventory                                            7,938              -
                                                 -----------    -----------

     Total Current Assets                              8,130          3,233
                                                 -----------    -----------
INVESTMENTS

  Investments - other                                      -          1,000
                                                 -----------    -----------

     Total Investments                                     -          1,000
                                                 -----------    -----------

PROPERTY AND EQUIPMENT

  Office furniture and fixtures                       16,687         19,084
  Equipment                                           17,999        188,976
  Accumulated depreciation                           (34,686)      (192,740)
                                                 -----------    -----------

     Net Property and Equipment                            -         15,321
                                                 -----------    -----------

OTHER ASSETS

  Software development costs                               -         22,500
  Deposits and other assets                                -          3,638
  Arts and collectibles                                    -         14,610
                                                 -----------    -----------

     Total Other Assets                                    -         40,748
                                                 -----------    -----------

     TOTAL ASSETS                                $     8,130    $    60,301
                                                 ===========    ===========


<PAGE> 10

                                 VERSATECH, INC.
                     Consolidated Balance Sheets (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                         December 31,
                                                 --------------------------
                                                     2002         2001
                                                 -----------    -----------

CURRENT LIABILITIES

  Accounts payable                               $    40,000    $   107,892
  Accrued expenses                                   286,886        182,796
  Current portion of notes payable                   192,380        178,247
                                                 -----------    -----------

     Total Current Liabilities                       519,266        468,935
                                                 -----------    -----------

LONG-TERM DEBT

  Notes payable - related party                      192,380        178,247
  Less: current portion                             (192,380)      (178,247)
                                                 -----------    -----------

     Total Long-Term Debt                                  -              -
                                                 -----------    -----------

     Total Liabilities                               519,266        468,935
                                                 -----------    -----------

STOCKHOLDERS' EQUITY

  Common stock, $0.0003 par value, authorized
   75,000,000 shares; issued and outstanding
   13,591,974                                          4,078          4,078
  Additional paid-in capital                      10,184,461     10,424,461
  Treasure stock                                     (36,016)       (36,016)
  Stock subscription receivable                            -       (240,000)
  Retained earnings                              (10,663,659)   (10,561,157)
                                                 -----------    -----------

     Total Stockholders' Equity                     (511,136)      (408,634)
                                                 -----------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $     8,130    $    60,301
                                                 ===========    ===========


                                       5
The accompanying notes are and integral part of these consolidated financial
statements.


<PAGE> 11


                                VERSATECH, INC.
                    Consolidated Statements of Operations

                                                    For the Years Ended
                                                         December 31,
                                                 --------------------------
                                                     2002           2001
                                                 -----------    -----------

SALES                                            $     7,466    $    57,788

COST OF GOODS SOLD                                     4,762         35,300
                                                 -----------    -----------

GROSS PROFIT                                           2,704         22,488
                                                 -----------    -----------

OPERATING EXPENSES

  General and administrative expenses                 70,504        258,285
  Depreciation and amortization                        9,882         16,056
                                                 -----------    -----------

     Total Operating Expenses                         80,386        274,341
                                                 -----------    -----------

OPERATING INCOME (LOSS)                              (77,682)      (251,853)
                                                 -----------    -----------

OTHER INCOME AND (EXPENSES)

  Inventory valuation adjustments                          -       (235,262)
  Gain (loss) on sale of Assets                            -       (991,159)
  Interest expense                                   (24,820)       (26,728)
                                                 -----------    -----------

     Total Other Income and (Expenses)               (24,820)    (1,253,149)
                                                 -----------    -----------

INCOME (LOSS) BEFORE INCOME TAXES                   (102,502)    (1,505,002)

PROVISION FOR INCOME TAXES                                 -              -
                                                 -----------    -----------

NET INCOME (LOSS)                                $  (102,502)   $(1,505,002)
                                                 ===========    ===========

NET INCOME (LOSS) PER SHARE                      $     (0.01)   $     (0.11)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES          13,591,974     13,579,211
                                                 ===========    ===========


                                       6
The accompanying notes are and integral part of these consolidated financial
statements.


<PAGE> 12

                              VERSATECH, INC.
             Consolidated Statements of Stockholders' Equity
             From December 31, 1998 through December 31, 2002


<TABLE>
<CAPTION>

                                        Common Stock      Additional      Retained                  Stock
                                    -------------------     Paid-In       Earnings      Treasury    Subscription
                                      Shares     Amount     Capital       (Deficit)      Stock      Receivable
                                    ----------  -------  ------------   ------------   ----------   ----------
<S>                                 <C>         <C>      <C>            <C>            <C>          <C>
Balance, December 31, 1998           8,419,964  $ 2,526  $  9,995,794   $ (2,813,530)  $ (814,766)  $ (700,000)

April 99 - treasury shares
 exchanged for services                      -        -        (2,955)             -        3,750            -

June 99 - treasury shares
 exchanged for services                      -        -       (21,900)             -       25,000            -

December 99 - common shares
 issued for services at $0.09
 per share                           3,181,000      954       285,746              -            -            -

December 99 - common shares
 issued for software development
 costs at $0.09 per share              250,000       75        22,425              -            -            -

Cash received on subscription
 receivable                                  -        -             -              -            -      436,072

Settlement on cash received for
 subscription receivable                     -        -       (23,928)             -            -       23,928

Net loss for the year ended
 December 31, 1999                           -        -             -     (4,754,344)           -            -
                                    ----------  -------  ------------   ------------   ----------   ----------
Balance, December 31, 1999          11,850,964    3,555    10,255,182     (7,567,874)    (786,016)    (240,000)


February 00 - sold treasury
 stock at $0.15 per share                    -        -      (727,500)             -      750,000            -

July 00 - common shares issued for
 services at $0.66 per share           745,867      224       492,049              -            -            -

July 00 - common shares issued for
 nots payable at $0.66 per share       102,233       31        67,443              -            -            -

July 00 - common shares issued for
 services at $0.21 per share           822,254      246       172,427              -            -            -

October 00 - common shares issued
 for services at $0.475 per share      268,740       81       127,571              -            -            -

October 00 - common shares issued
 for notes payable at $0.475 per
 share                                  64,170       19        30,461              -            -            -

Net loss for the year ended
 December 31, 2000                           -        -             -     (1,488,281)           -            -
                                    ----------  -------  ------------   ------------   ----------   ----------

Balance, December 31, 2000          13,854,228  $ 4,156  $ 10,417,633   $ (9,056,155)  $  (36,016)  $ (240,000)
                                    ----------  -------  ------------   ------------   ----------   ----------

</TABLE>

                                       7
The accompanying notes are and integral part of these consolidated financial
statements.


<PAGE> 13

                                VERSATECH, INC.
         Consolidated Statements of Stockholders' Equity (Continued)
               From December 31, 1998 through December 31, 2002

<TABLE>
<CAPTION>

                                        Common Stock      Additional      Retained       Stock
                                    -------------------     Paid-In       Earnings      Treasury    Subscription
                                      Shares     Amount     Capital       (Deficit)      Stock      Receivable
                                    ----------  -------  ------------   ------------   ----------   ----------
<S>                                 <C>         <C>      <C>            <C>            <C>          <C>
Balance, December 31, 2000          13,854,228  $ 4,156  $ 10,417,633   $ (9,056,155)  $  (36,016)  $(240,000)

April -1 - cancellation of common
 stock                                (397,254)    (119)          119              -            -           -

November 01 - common shares
 issued for services at $0.05 per
 share                                 135,000       41         6,709              -            -           -

Net loss for the year ended
 December 31, 2001                           -        -             -     (1,505,002)           -           -
                                    ----------  -------  ------------   ------------   ----------   ----------

Balance, December 31, 2001          13,591,974  $ 4,078  $ 10,424,461   $(10,561,157)  $  (36,016)  $  240,000

Write-Off of Subscription
 Receivable                                  -        -      (240,000)             -            -     (240,000)

Net Loss for the year ended
 December 31, 2002                           -        -             -       (102,502)           -            -
                                    ----------  -------  ------------   ------------   ----------   ----------

Balance, December 31, 2002          13,591,974  $ 4,078  $ 10,184,461   $(10,663,659)  $  (36,016)  $        -
                                    ==========  =======  ============   ============   ==========   ==========


</TABLE>















                                       8
The accompanying notes are and integral part of these consolidated financial
statements.


<PAGE> 14


                                 VERSATECH, INC.
                      Consolidated Statements of Cash Flows

                                                    For the Years Ended
                                                         December 31,
                                                 --------------------------
                                                     2002          2001
                                                 -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                              $  (102,502)   $(1,505,002)
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
    Depreciation and amortization                      8,525         16,056
    Provisions for doubtful accounts                       -         10,000
    Stock issued for services                              -          6,750
  Change in assets and liabilities (net of
   effects from purchase/sale of subsidiaries):
   (Increase) decrease in:
    Other receivables                                      -          3,868
    Inventory                                         (7,938)        98,043
    Arts and collectibles                                  -      1,292,656
  Increase (decrease in:
    Accounts payable                                (202,145)        (1,349)
    Accrued expenses                                 286,886         87,796
                                                 -----------    -----------

     Net Cash Provided (Used) by Operating
     Activities                                      (17,174)         8,818
                                                 -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of property and equipment                       -        (24,882)
                                                 -----------    -----------

     Net Cash Provided (Used) by Investing
     Activities                                            -        (24,882)
                                                 -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from debt financing                        14,133         95,674
  Principal payments of debt financing                     -        (89,913)
  Principal payments on capital lease
   obligations                                             -         (4,739)
                                                 -----------    -----------

     Net Cash Provided (Used) by Financing
     Activities                                       14,133          1,022
                                                 -----------    -----------

NET INCREASE (DECREASE IN CASH AND CASH
EQUIVALENTS                                           (3,041)       (15,042)

CASH AND CASH EQUIVALENTS

  BEGINNING                                            3,233         18,275
                                                 -----------    -----------

  ENDING                                         $       192    $     3,233
                                                 ===========    ===========

Supplemental Disclosures of Cash Flow
 Information:
  Cash payments for interest                     $         -    $    19,662
                                                 ===========    ===========

  Cash payments for taxes                        $         -    $         -
                                                 ===========    ===========


                                       9
The accompanying notes are and integral part of these consolidated financial
statements.

<PAGE> 15


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2002 and 2001


NOTE 1 - SUMMARY FO SIGNIFICANT ACCOUNTING POLICIES

         a.  Nature of Business

         Versatech, Inc. (formerly D H Marketing & Consulting Inc.), a New
         York corporation, was organized on January 4, 1994, and was actively
         engaged in business operations through September 29, 1994, when the
         Company merged with D. H. Marketing & Consulting, Inc., a Nevada
         corporation, incorporated under the laws of the State of Nevada on
         September 8, 1994, for the purpose of acquiring D. H. Marketing, New
         York. The Company changed its name from D H Marketing & Consulting,
         Inc. to Versatech, Inc. on March 15, 2000.

         On December 30, 1997 the Company completed a share exchange with
         Universal Network, Inc. (UNI), wherein the Company issued 1,900,123
         shares of common stock for the remaining 76% interest in UNI, thus
         making UNI a wholly owned subsidiary of the Company.  UNI is engaged
         in the sale and distribution of fine art, jewelry, bank notes and
         other collectables.  In 1998 the Company added new consumable
         products such as skin care, juice and an all natural dietary
         supplement.  UNI distributes its products to distributors of the
         Company using direct selling as well as traditional marketing methods
         (i.e.TV, radio media and the internet).

         b.  Principles of Consolidation

         The consolidated financial statements include the accounts of
         VersaTech, Inc., its wholly-owned subsidiaries Financial
         Communication Services, Inc. (FCS) and Universal Network, Inc (UNI).
         All significant intercompany accounts and transactions have been
         eliminated in the consolidation.

         c.  Cash and Cash Equivalents

         The Company considers all highly liquid investments with maturities
         of three months or less to be cash equivalents.

         d.  Property and Equipment

         Property and equipment are stated at cost.  Major replacements and
         betterments are capitalized while maintenance and repairs are
         expensed as incurred.

         Depreciation is provided generally on a straight-line basis over the
         estimated service lives of the respective classes of property.

         e.  Fair Value fo Financial Instruments

         Unless otherwise indicated, the fair values of all reported assets
         and liabilities which represent financial instruments (none of which
         are held for trading purposes) approximate the carrying values of
         such amounts.


                                        10

<PAGE> 16


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         f.  Provision for Income taxes

         No provision for income taxes has been recorded due to net
        operating loss carryforwards totaling approximately
        $10,663,659 that will be offset against future taxable
        income.  These NOL carryforwards begin to expire in the
        year 2009.  No tax benefit has been reported in the
        financial statements because the Company believes there is
        a 50% or greater chance the carryforward will expire
        unused.

                  Deferred tax assets and the valuation account is as follows
        at December 31, 2002 and 2001.

                                                         December 31,
                                                   ---------------------
                                                     2002         2001
                                                   --------     --------

         Deferred tax asset:
          NOL carryforward                         $ 3,625,644  $ 3,590,793
         Valuation allowance                        (3,625,644)  (3,590,793)
                                                   -----------  -----------
         Total                                     $         -  $         -
                                                   ===========  ===========

         g.  Use of Estimates

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the amounts reported in the financial
         statements and accompanying notes.  In these financial statements,
         assets, liabilities and earnings involve extensive reliance on
         managements estimates.  Actual results could differ from those
         estimates.


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         h.  Earnings (Loss) Per Share

         The computation of earnings per share of common stock is based on the
         weighted average number of shares outstanding at the date of the
         financial statements.  Fully diluted earnings per share has not been
         presented because it is equal to primary earnings per share.


                                           Income (Loss)    Shares   Per-Share
                                            (Numerator)  (Denominator) Amount
                                           -------------  -----------  ------

         For the year ended
          December 31, 2001:

            Basic EPS
            Income (loss) to common
             stockholders                   $(1,505,002)  13,579,211  $(0.11)
                                            ===========   ==========  ======

         For the year ended
          December 31, 2002:

            Income (loss) to common
             stockholders                   $  (102,502)  13,591,974  $(0.01)
                                            ===========   ==========  ======

                                        11


<PAGE> 17


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2002 and 2001


NOTE 2 - INVENTORY

         Inventories consisted of the following at December 31, 2002 and 2001
         and is recorded at the lower of cost or market:

                                                2002              2001
                                              ---------       ----------

             Consumable products              $   7,938       $        -
                                              =========       ==========

                                              $   7,938       $        -
                                              =========       ==========

NOTE 3 - RELATED PARTY TRANSACTIONS

         During 2001, six shareholders of the Company loaned the Company
         $87,000.  These convertible loans are interest bearing at 20% and are
         due upon demand.  As of December 31, 2002, the loan balance is
         $87.000.

         During 2001 and 2000, Michael Daily, an officer and director, loaned
         the Company $62,884 and $106,404, respectively.  Mr. Daily was paid
         back in cash and stock the amount of $83,081 and $12,817 during 2000
         and 2002 respectively. The loan is non-interest bearing and due upon
         demand.  As of December 31, 2002 and 2001, the loan balance is
         $78,430 and $91,247, respectively.

During 2002, a shareholder loaned the company $25,000 at 20%
interest.  Payments are to be made monthly based on monthly
sales of inventory.  Inventory consisting of 1,250 bottles was
given to the shareholder as collateral.

        During 2002 the Company's President loaned funds to the
        company to keep the operations going during the year.  The
        note is non-interest bearing and is due on demand.  As of
        December 31, 2002 the amount due is $6,950.

NOTE 4 - GOING CONCERN

         The accompanying financial statements have been prepared assuming
         that the company will continue as a going concern.  The company has
         had recurring operating losses, is lacking working capital and is
         dependent upon financing to continue operations.  The financial
         statements do not include any adjustments that might result from the
         outcome of this uncertainty.  Management plans to increase revenue
         through mass marketing of its dietary supplements via Internet
         partnerships and affiliations.  Management also plans to raise
         additional funds through a private placement of its common stock.

                                        12


<PAGE> 18


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2002 and 2001


NOTE 5- COMMITMENTS AND CONTINGENCIES

The Company is commited to renting a small office space in
Washington and pays $195 per month on a month to month basis.

Rent expense for the year ended December 31, 2002 and 2001
is $6,850 and $21,770, respectively.


NOTE 6 - NOTE PAYABLE

         Long Term Liabilities are detailed in the following schedules as of
         December 31, 2002 and 2001:


                                                          2002       2001
                                                      ---------   ----------

         Note Payable - related party is detailed
         as follows:

         Note payable to an officer and director,
         non-interest bearing and due upon demand         6,950            -

         Note payable to an officer and director,
         non-interest bearing and due upon demand        78,430       91,247

         Note payable to a shareholder, non-interest
         bearing and due upon demand                     25,000            -

         Convertible note payable to a
         shareholder, interest bearing at 20% and
         due upon demand.                                20,000       20,000

         Note payable to a director, non-interest
         bearing and due upon demand                     25,000       30,000

         Convertible note payable to a
         shareholder, interest bearing at 20% and
         due upon demand.                                10,000       10,000
                                                      ---------   ----------

         Balance Forward                              $ 165,380   $  151,247
                                                      ---------   ----------



                                         13



<PAGE> 19

                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2002 and 2001


NOTE 5 - NOTE PAYABLE (Continued)

         Balance Forward                              $ 165,380   $  151,247

         Convertible note payable to a
         shareholder, interest bearing at 20% and
         due upon demand.                                 7,000        7,000

         Convertible note payable to a
         shareholder, interest bearing at 20% and
         due upon demand.                                10,000       10,000

         Convertible note payable to a
         shareholder, interest bearing at 20% and
         due upon demand.                                10,000       10,000
                                                      ---------   ----------

         Total Notes Payable - Related Party            192,380      178,247

         Less current portion                          (192,380)    (178,247)
                                                      ---------   ----------

         Long-Term Portion Notes Payable              $       -   $        -
                                                      =========   ==========

         Future minimum principal payments on long-term debt is as follows:

                  Year Ending
                  December 31,                    Amount
                  ------------                  ----------

                     2003                       $  192,380
                                                ----------

                                                $  192,380
                                                ==========


NOTE 6 - SUBSEQUENT EVENT

                 In March 2003 the Convertible Notes disclosed in Note 5
        were converted into  common stock.  Total stock issued
        was 4,125,000 shares and decreased convertible notes
        payable by $87,000.



                                         14
<PAGE> 20

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     During the fiscal year ended December 31, 2001, the Company had no
changes in or disagreements with the accountants on accounting and financial
disclosure issues.

ITEM 9 -  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS

Director Name            Principal Occupation
(Age)            Since   for various years
------------------------------------------------------------------------------
Steve
Krakonchuk       1995    Mr. Krakonchuk has been in the venture capital
  (42)                   industry for 15 years. Mr. Krakonchuk has developed
                         and grown a financial network of institutional and
                      		 individual investors that have served to provide
                         capital requirements for small and micro-cap companies
                         from the late 80's to 1995. Mr. Krakonchuk joined
                         Versatech in 1995 as Vice President of Investor
                         Relations.  He was instrumental to the process when
                         Versatech went public in 1996. He was appointed to the
                         Board of Directors in 1997. Mr. Krakonchuk was named
                         Executive Vice President and an officer of the company
                         in 1999. In February 2003 Mr. Krakonchuk was elected
                         Chairman of the Board and Chief Executive Officer of
                         the company.


Anthony
Spiritosanto     2001    A director of the Company since May 2001.  Mr.
     (63)                Spiritosanto is a past director of the Board of
                         Government Employees Health Association and past
                         outside board member of the Faith and Family
                         Foundation.  He operated a company which he founded,
                         Career Alternatives Incorporated, to coach, advise and
                         instruct people on how to set up a home business to
                         improve their lives. Mr. Spiritosanto has been a
                         registered investment advisor and has retired from a
                         career with the U.S. government. He was elected
                         Secretary of the company in February 2003.


<PAGE> 21

Gary E. Stafford 1999    A director of the Company since June 1999. Mr.
    (49)                 Stafford has been employed at New Europe Concepts Inc.
                         as an Executive Vice President/Chief Operating Officer
                         for the last two years. He previously held the
                         position Director of Operations at Universal Network,
                         Inc. from January 1996 until April 2001.



Michael J. Daily  1996   A director of the company since January 1996.  Vice
                         President and officer of the company from 1997 to 1999
                         and served as President from from 1999 to 2003. Mr.
                         Daily was honorably discharged from the U. S. Army in
                         1969.  He majored in Business Administration in the
                         California College system from 1970-1973. He was the
                         plant manager of a large California based mail order
                         firm from 1971-1976. From 1977-1985, Mr. Daily was a
                         manager in the Food & Beverage industry in the
                         Pennsylvania Pocono Mountains.  Mr. Daily was active
                         in the Real Estate Industry from 1985 to May 1995.



EXECUTIVE OFFICERS

     The executive officers of the Company are elected annually at the annual
meeting of the Company's Board of Directors held after each annual meeting of
the shareholders. Each executive officer of the Company holds office until a
successor is duly elected and qualified, or until death or resignation or
removal in the manner provided by the Company's bylaws.

     There are no family relationships between any of the directors and
executive officers.

     There was no arrangement or understanding between any executive officer
and any other person pursuant to which any person was selected as an executive
officer.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     No person required by Section 16(a) of the Exchange Act of 1934 to file
reports pursuant to Section 16(a) failed to file such reports in a timely
manner.

ITEM 10 - EXECUTIVE COMPENSATION.

Summary Compensation Table

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities during each of the last three fiscal years
by the Chief Executive Officer. No executive officer's salary and bonus
exceeded $100,000. The following information for the Chief Executive Officer
includes the dollar value of base salaries, bonus awards, the number of stock
options granted and certain other compensation, if any, whether paid or
deferred.

SUMMARY COMPENSATION TABLE


Name and
Principal                                                  Other annual
Position at 12/31/02      Year    Salary    Bonus           Compensation
__________________________________________________________________________

Michael J. Daily          2000     -0-       -0-               -0-
                          2001     -0-       -0-               -0-
                          2002     -0-       -0-               -0-
President


<PAGE> 22



Compensation of Directors
-------------------------

     Directors who are employees do not receive additional compensation for
service as directors. Other directors do not receive any compensation for
meetings attended or conducted via telephone conference.

     On March 23, 2003 the company issued three million shares, one million
shares, and seventy-five thousand shares of restricted common stock to Steve
Krakonchuk, Anthony Spiritosanto and Gary Stafford for services rendered.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock, its only class of
outstanding voting securities as of December 31, 2002, by (i) each person who
is known to the Company to own beneficially more than 5% of the outstanding
Common Stock with the address of each such person, (ii) each of the Company's
directors and officers, and (iii) all officers and directors as a group:

Name and Address of
Beneficial Owner or                Amount and Nature of
Name of Officer or Director        Beneficial Ownership     Percent of Class
____________________________________________________________________________


Steve Krakonchuk <F1<F2>              3,930,000 shares          20.9%
8611 General Currie Road
Apartment 111
Richmond, B. C.  V6Y 3w4,
CANADA

Anthony Spiritosanto<F2>              1,101,100 shares           5.9%
9126 Rockefeller Lane
Springfield  VA  22153


Michael Daily <F2>                    425,000  shares            2.2%
833 Hickory Street
Scranton  PA 18505


Gary Stafford <F2>                     75,000 Shares             <F3>
3391 S. Kirkman Road
#1219
Orlando  FL 32811


-----------------------------
<F1>An Officer of the Company.
<F2>A Director of the Company.
<F3>Less than one percent.


<PAGE> 23

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     The Company will attempt to resolve any such conflicts of interest in
favor of the Company.  The officers and directors of the Company are
accountable to it and its shareholders as fiduciaries, which requires that
such officers and directors exercise good faith and integrity in handling the
Company's affairs.  A Shareholder may be able to institute legal action on
behalf of the Company or on behalf of itself and all similarly situated
shareholders to recover damages or for other relief in cases of the resolution
of conflicts in any manner prejudicial to the Company.


                               PART IV

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit No. Description

None

Reports on Form 8-K
-------------------
The Company did not file any reports on Form 8-K during the quarter ended
December 31, 2002.

<PAGE> 24

                            SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

VERSATECH, INC.
a Nevada Corporation

By:    /s/ STEVE KRAKONCHUK           Date:  May 12, 2003
       Steve Krakonchuk
       President and Chief Executive Officer




     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated below



By:    /s/ STEVE KRAKONCHUK           Date:   May 12, 2003
       Steve Krakonchuk
       Director


By:    /s/ ANTHONY SPIRITOSANTO       Date:   May 12, 2003
       Anthony Spiritosanto
       Director


By:    /s/ GARY E. STAFFORD           Date:   May 12, 2003
       Gary E. Stafford
       Director


By:    /s/ MICHAEL DAILY              Date:   May 13, 2003
       Michael Daily
       Director

<PAGE> 25