FORM 10-KSB/A
                  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, 2004

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

                 Commission File Number 33-91240

                         VERSATECH USA, 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, 2004, were $735.00 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 12/31/04, was $1,076,848.70

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

     As of April 14, 2005 the issuer has 21,536,974 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
Item 8a   Controls and Procedures

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
Item 14   Principle Accountant Fees and Services

<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

     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 2004, 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 2004, 2003, and 2002  (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, 2002                 $   .01     $  .01
June 30, 2002                  $   .03     $  .03
September 30, 2002             $   .07     $  .04
December 31, 2002              $   .02     $  .02
March 31, 2003                 $   .01     $  .02
June 30, 2003                  $   .01     $  .01
September 30, 2003             $   .03     $  .03
December 31, 2003              $   .04     $  .05
March 31, 2004                 $   .10     $  .10
June  30, 2004                 $   .08     $  .08
September 30, 2004             $   .09     $  .09
December  31, 2004             $   .05     $  .05

(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.

     As described in Note 2 to the Financial Statements, the Company
settled obligations and claims of Michael J. Daily, the former president
and director, through the issuance of 200,000 shares of its Common Stock.

     Separately, the Company entered into a Consulting Service Agreement
with Mr. Daily to enable continuity of availability of Mr. Daily's services.
The term of this agreement is for 36 months from date of origination. Mr.
Daily is to receive a consulting fee of $1500.00 per month, commencing
April 15, 2004, and monthly thereafter during the term of this agreement.

     During the third quarter on July 28, 2004, the company entered into a
letter of Intent, Confidential Information and Exclusive Rights Agreement to
purchase 100% of the assets and business of LDR International, Inc.("LDRI"),
a printing equipment and graphic arts products distribution company located
in Portland Oregon. This Agreement provided for the transaction to be
completed on or before September 30, 2004 and afforded the Company with
exclusive rights to conclude this transaction before this date.

     The Company was unable to conclude the transaction with LDRI by
September 30. As the parties have continued to discuss the transaction,
an agreement has been reached to extend the closing date and exclusive
rights period until December 15, 2004.

     The ability of the Company to conclude any transaction with LDRI is
in large part dependent upon the Company's capacity to obtain the
necessary funding and there can be no assurances that such funding can be
secured. Absent the Company securing the required funding it will not be
able to conclude any transaction with LDRI.

     During the fourth quarter the Company was unable to secure the
required funding to complete the transaction with LDRI by December 15
as agreed by the parties in the foregoing extension. Consequently the
letter of Intent, Confidential Information and Exclusive Rights
Agreement has expired.

     Notwithstanding the foregoing, the parties are amenable to
proceeding with a possible transaction if and when the Company is
able to secure sufficient funding.

<PAGE> 6

                      PART II - OTHER INFORMATION

ITEM 7 - FINANCIAL STATEMENTS





                             VERSATECH, INC.
                            and Subsidiaries

                    CONSOLIDATED FINANCIAL STATEMENTS

                      December 31, 2004 and 2003




<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......................... 10



<PAGE> 8


            Report of Independent Registered Public Accounting Firm
            -------------------------------------------------------



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, 2004 and 2003 and the related
consolidated statements of operations, stockholders= equity and comprehensive
income 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.  The Company has
determined that it is not required to have, nor were we engaged to perform,
and audit of its internal control over financial reporting.  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, 2004 and 2003 and the consolidated
results of its operations and cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 3,
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 3.  The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
April 12, 2005


<PAGE> 9


                             VERSATECH, INC.
                      Consolidated Balance Sheets


                                 ASSETS
                                 ------

                                                         December 31,
                                                     2004          2003
                                                 -----------    -----------

CURRENT ASSETS

  Cash and cash equivalents                      $              $         3
  Accounts receivable                                    135              -
  Inventory                                                -              -
                                                 -----------    -----------

     Total Current Assets                                135              3
                                                 -----------    -----------
INVESTMENTS
  Investments - other                                      -              -
                                                 -----------    -----------

     Total Investments                                     -              -
                                                 -----------    -----------

PROPERTY AND EQUIPMENT
  Office furniture and fixtures                       16,687         16,687
  Equipment                                           17,999         17,999
  Software Development                                22,500         22,500
  Accumulated depreciation                           (57,186)       (57,186)
                                                 -----------    -----------

     Net Property and Equipment                            -              -
                                                 -----------    -----------

     TOTAL ASSETS                                $       135    $         3
                                                 ===========    ===========



The accompanying notes are and integral part of these consolidated
financial statements.
                                       4

<PAGE> 10

                                 VERSATECH, INC.
                          Consolidated Balance Sheets


                      LIABILITIES AND STOCKHOLDERS= EQUITY
                      ------------------------------------

                                                         December 31,
                                                     2004           2003
                                                 -----------    -----------

CURRENT LIABILITIES
  Bank Overdraft                                 $     1,068    $         -
  Accounts payable                                    47,029         49,607
  Accrued expenses                                   133,152         94,712
  Current portion of notes payable - related party   301,180         77,104
                                                 -----------    -----------

     Total Current Liabilities                       482,429        221,423
                                                 -----------    -----------

LONG-TERM DEBT
  Notes payable - related party                      301,179         77,104
  Less: current portion                             (301,179)       (77,104)
                                                 -----------    -----------
     Total Long-Term Debt                                  -              -
                                                 -----------    -----------

     Total Liabilities                               482,428        221,423
                                                 -----------    -----------

STOCKHOLDERS= EQUITY

  Common stock, $0.0003 par value, authorized
   75,000,000 shares; issued and outstanding
   21,536,974 and 20,036,974, respectively             6,462          6,012
  Additional paid-in capital                      11,152,666     11,014,891
  Treasury stock                                     (36,016)       (36,016)
  Retained earnings                              (11,605,405)   (11,206,307)
                                                 -----------    -----------

     Total Stockholders= Equity                     (482,293)      (221,420)
                                                 -----------    -----------

     TOTAL LIABILITIES AND STOCKHOLDERS= EQUITY  $       135    $         3
                                                 ===========    ===========



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


<PAGE> 11


                                VERSATECH, INC.
                    Consolidated Statements of Operations

                                                    For the Years Ended
                                                         December 31,
                                                 --------------------------
                                                     2004           2003
                                                 -----------    -----------

SALES                                            $       765    $     1,485

COST OF GOODS SOLD                                         -          8,101
                                                 -----------    -----------

GROSS PROFIT                                             765         (6,616)
                                                 -----------    -----------

OPERATING EXPENSES
  General and administrative expenses                310,423        483,253
  Salaries and Wages                                  73,750         75,000
  Depreciation and amortization                            -              -
                                                 -----------    -----------

     Total Operating Expenses                        384,173        558,253
                                                 -----------    -----------

OPERATING INCOME (LOSS)                             (383,408)      (564,869)
                                                 -----------    -----------

OTHER INCOME AND (EXPENSES)
  Forgiveness of debt                                      -         25,000
  Interest expense                                   (15,690)        (2,780)
                                                 -----------    -----------

     Total Other Income and (Expenses)               (15,690)        22,220
                                                 -----------    -----------

INCOME (LOSS) BEFORE INCOME TAXES                   (399,098)      (542,649)

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

NET INCOME (LOSS)                                $  (399,098)   $  (542,649)
                                                 ===========    ===========

NET INCOME (LOSS) PER SHARE                      $     (0.02)   $     (0.03)
                                                 ===========    ===========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES          21,095,307     18,173,714
                                                 ===========    ===========


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


<PAGE> 12

                              VERSATECH, INC.
             Consolidated Statements of Stockholders= Equity
             From December 31, 1998 through December 31, 2004


<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              -            -            -

</TABLE>


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


<PAGE> 13

                              VERSATECH, INC.
             Consolidated Statements of Stockholders= Equity
             From December 31, 1998 through December 31, 2004


<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>
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)


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)           -

March 03 - common shares
 issued for services at $0.10 per
 share                               3,975,000    1,193       396,307              -            -            -

March 03 - common shares
 issued for debt at $0.12
 per share                             620,000      186        76,768              -            -            -

March 03 - common shares
 issued for debt at $0.10
 per share                             150,000       45        14,955              -            -            -

March 03 - common shares
 issued for services at $0.02
 per share                             500,000      150         7,350              -            -            -

June 03 - common shares
 issued for services at $0.02
 per share                           1,000,000      300        19,700              -            -            -

</TABLE>

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


<PAGE> 14

                                VERSATECH, INC.
               Consolidated Statements of Stockholders= Equity
               From December 31, 1998 through December 31, 2004

<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>

December 03 - Common shares
 issued for satisfaction of notes
 and payables to a related party       200,000       60       315,350              -            -            -

Net Loss for the year ended
 December 31, 2003                           -        -             -       (542,649)           -            -
                                    ----------  -------  ------------   ------------   ----------   ----------

Balance, December 31, 2003          20,036,974    6,012     1,014,891    (11,206,308)     (36,016)           -

Shares issued for services
 valued at 0.07 per share              600,000      180        33,420              -            -            -

Warrant Expense                              -        -        10,625              -            -            -

Shares issued for finance
 costs between $0.07 and
 $0.13 per share                       900,000      270        93,730              -            -            -

Net Loss for the year ended
 December 31, 2004                           -        -             -       (399,098)           -            -
                                    ----------  -------  ------------   ------------   ----------   ----------

Balance, December 31, 2004          21,536,974  $ 6,462  $ 11,014,891   $(11,605,406)  $  (36,016)  $        -
                                    ==========  =======  ============   ============   ==========   ==========


</TABLE>


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


<PAGE> 15

                                 VERSATECH, INC.
                      Consolidated Statements of Cash Flows

                                                    For the Years Ended
                                                         December 31,
                                                 --------------------------
                                                     2004          2003
                                                 -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                              $  (399,098)   $  (542,649)
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
    Depreciation and amortization                          -              -
    Stock issued for services                         33,600        425,000
    Stock issued for financing costs                  94,000              -
    Warrants issued for services                      10,625              -
   (Increase) decrease in:
    Inventory                                              -          7,938
  Increase (decrease in:
    Accounts receivable                                 (135)             -
    Accounts payable                                  (2,578)         9,608
    Accrued expenses                                  38,440         77,780
                                                 -----------    -----------

     Net Cash Provided (Used) by Operating
     Activities                                     (225,146)       (22,323)
                                                 -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Net Cash Provided (Used) by Investing
     Activities                                            -              -
                                                 -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from debt financing                         1,068              -
  Proceeds from debt financing                       224,075         22,134
                                                 -----------    -----------

     Net Cash Provided (Used) by Financing
     Activities                                      225,143         22,134
                                                 -----------    -----------

NET INCREASE (DECREASE IN CASH AND CASH
EQUIVALENTS                                               (3)          (189)

CASH AND CASH EQUIVALENTS
  BEGINNING                                                3            192
                                                 -----------    -----------
  ENDING                                         $         -    $         3
                                                 ===========    ===========

Supplemental Disclosures of Cash Flow
 Information:

  Stock issued for releif of notes payable
     and accrued expenses                        $    91,065    $   407,364





The accompanying notes are and integral part of these consolidated financial
statements.
                                     10

<PAGE> 16


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2004 and 2003


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.


                                          11
<PAGE> 17


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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.

         f.  Provision for Income taxes

         No provision for income taxes has been recorded due to net
         operating loss carryforwards totaling approximately
         $11.6 million 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.

         The deferred tax liability and the valuation account are as
         follows at December 31, 2004 and 2003.

                                                         December 31,
                                                   ---------------------
                                                     2004         2003
                                                   --------     --------

         Deferred tax asset:
          NOL carryforward                         $ 3,945,838  $ 3,810,145
         Valuation allowance                        (3,945,838)  (3,810,145)
                                                   -----------  -----------
         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
         management's estimates.  Actual results could differ from those
         estimates.

         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.  750,000
         options have been excluded from the fully diluted earnings per share
         calculation because their effects are anti-dilutive.

                                          12
<PAGE> 18


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         h.  Earnings (Loss) Per Share (continued)


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

         For the year ended
          December 31, 2004:
            Basic EPS
            Income (loss) to common
             stockholders                   $  (399,098)  21,095,037  $(0.02)
                                            ===========   ==========  ======

         For the year ended
          December 31, 2003:
            Basic EPS
            Income (loss) to common
             stockholders                   $  (542,649)  18,173,714  $(0.03)
                                            ===========   ==========  ======


NOTE 2 - 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.  During 2003, common stock of the Company was
         issued to satisfy the principal and accrued interest of these various
         notes.  As of December 31, 2003, the loan balance is $0.

         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 during 2000.  The loan is
         non-interest bearing and due upon demand.  For the years ended
         December 31, 2004 and 2003, the loan balance remained at $0 and
         $75,410, respectively.

         During 2002, a shareholder loaned the Company $25,000 bearing
         interest at a flat rate of $5,000.  Payments are to be made monthly
         based on monthly sales of inventory.  Inventory valued $7,938 was
         given to the shareholder as collateral.  In addition, the Company=s
         president loaned funds to the Company totaling $15,978 to cover
         operational costs.  The unsecured loan is non-interest bearing and
         is due and payable upon demand.  This amount of $15,978 is still
         outstanding as of December 31, 2004.

         In 2003, the board of directors authorized the issuance of
         5,475,000 shares of restricted common stock to various officers
         of the Company in exchange for services valued at $425,000.  The
         Company also issued 150,000 shares of common stock to relieve its
         subsidiary of a $15,000 accrued expense.  It was also resolved
         that the Company issue 620,000 shares of restricted common stock
         for satisfaction of $62,000 in notes payable and $14,954 in
         accrued interest.

                                      13
<PAGE> 19


                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2004 and 2003


NOTE 2 - RELATED PARTY TRANSACTIONS (continued)

         Effective December 31, 2003, the Company issued 200,000 shares of
         common stock to Mike Daily, a previous officer and director for
         satisfaction of $240,000 of accrued wages and notes payable
         of $75,410.  The Company also negotiated a consulting agreement
         with Mr. Daily beginning April 2003, for services.  The agreement
         expires in 36 months and requires payment of $1,500 per month.

   In February 2004, the Company entered into a contract with EPWC
   Management, Inc. ("EPWC") to provide management consultation
   services.  The contract became effective January 1, 2004 and
   will continue for two years with the option of extension at that
   time.  EPWC will provide ongoing consulting services for $5,000
   per month throughout the two year term.  A retainer of $30,000
   was paid to EPWC which may be used for payment during the agreed
   term.  In addition, EPWC received 600,000 shares of the Company's
   restricted common stock for services valued at $0.056 per share.
   Furthermore, the Company issued EPWC a stock purchase warrant for
   1,000,000 shares of common stock with a warrant price of $1.00 per
   share.  Accordingly the Company has changed the value of the
   warrants to expense in the amount of $10,625.

NOTE 3 - 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 discontinue the
         marketing of its dietary supplements and entertain new business
         ventures or seek a merger candidate.  Management also plans to
         raise additional funds through a private placement of its common
         stock.


NOTE 4 - NOTES PAYABLE

         Long Term Liabilities are detailed in the following schedules as of
         December 31, 2004 and 2003:


         Notes payable related party is detailed         2004       2003
         as follows:                                   ---------   ----------

         Note payable to an officer and director,
         non-interest bearing and due upon demand     $  15,053   $   15,978

         Convertible note payable to an officer and
         director, interest bearing at 8% and due
         upon demand.		                           36,126       36,126

         Convertible note payable to a shareholder,
         interest of $5,000 due upon demand.             25,000       25,000


                                        14


<PAGE> 20

                                VERSATECH, INC.
                       Notes to the Financial Statements
                          December 31, 2004 and 2003


NOTE 4 -  NOTES PAYABLE (Continued) 	              2004         2003
                                                     ----------   ----------
         Notes payable to shareholders, interest
         bearing at 10% and due upon demand.            225,000            -
                                                     ----------   ----------

         Total Notes Payable - Related Party            301,179       77,104
         Less current portion	                         (301,179)     (77,104)
                                                     ----------   ----------

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

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

                        Year Ending
                        December 31,                    Amount
                      ---------------               -------------
                           2005                     $     301,179
                                                    -------------
                                                    $     301,179
                                                    =============
















                                         15



<PAGE> 21

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

     During the fiscal year ended December 31, 2003, the Company had no
changes in or disagreements with the accountants on accounting and financial
disclosure issues.

ITEM 8A - CONTROLS AND PROCEDURES

     The Registrant's principal executive officer, responsible for both
operational and financial matters, has under taken sufficient action regarding
the effectiveness of the Registrant's disclosure controls and procedures and
believes such controls and procedures to be adequate.

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 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.


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
__________________________________________________________________________

Steve Krakonchuk          2003


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, 2003, 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%
130-10691 Shellbridge Way
Richmond BC V6X 2W8
Canada

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


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, 2003.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

     Our former independent auditor, Chisholm & Associates, Certified
Public Accountants, billed an aggregate of $9100.00 for the 2003 year
and $6850.00 for the 2002 year for professional services rendered for the
audit of our annual financial statements and review of the financial
statements included in our quarterly reports. Chisholm & Associates
billed us $1500 for tax fees for both the 2002 and 2003 year and did
not bill us for any audit-related fees or other fees for the past two
fiscal years.

     We do not have an audit committee and as a result our entire board
of directors performs the duties of an audit committee. Our board of
directors will approve in advance the scope and cost of the engagement
of an auditor before the auditor renders audit and non-audit services.
Accordingly, we do not rely on pre-approval policies and procedures.

<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:  April 27, 2005
       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:   April 27, 2005
       Steve Krakonchuk
       Director


By:    /s/ ANTHONY SPIRITOSANTO       Date:   April 27, 2005
       Anthony Spiritosanto
       Director


By:    /s/ GARY E. STAFFORD           Date:   April 27, 2005
       Gary E. Stafford
       Director



<PAGE> 25

CERTIFICATION
            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Steve Krakonchuk, certify that:

1. I have reviewed this annual report on Form 10-KSB of Versatech USA;
2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all material
   respects the financial condition, results of operations and cash flows of the
   registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
   a)  designed such internal controls to ensure that material information
       relating to the registrant, including its consolidated subsidiaries, is
       made known to us by others within those entities, particularly during the
       period in which this quarterly report is being prepared;
   b)  evaluated the effectiveness of the registrant's internal controls and
       procedures as of a date within 90 days prior to the filing date of this
       quarterly report (the "Evaluation Date"); and
   c)  presented in this quarterly report our conclusions about the
       effectiveness of the disclosure controls and procedures based on our
       evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee
   of the registrant's board of directors:
   a)  all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to record,
       process, summarize and report financial data and have identified for the
       registrant's auditors any material weaknesses in internal controls; and
   b)  any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and
6. The registrant's other certifying officer and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including any
   corrective actions with regard to significant deficiencies and material
   weaknesses.


Date: April 27, 2005


/s/ Steve Krakonchuk
---------------------
Steve Krakonchuk
Chief Executive Officer


<PAGE>


                 CERTIFICATION PURSUANT TO SECTION 906

                             CERTIFICATION
       PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
   (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
                          UNITED STATES CODE)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Versatech,  Inc. (the "Company"), in his capacity and
as of the date set forth below, does hereby certify with respect to the
Annual Report of the Company on Form 10-KSB for the year ended
December 31, 2004 as filed with the Securities and Exchange Commission (the
"10-KSB Report") that to his knowledge:

(1)    the 10-KSB Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

(2)    the information contained in the 10-KSB Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: April 27, 2005
                                      /s/ STEVE KRAKONCHUK
                                      ------------------------
                                      Steve Krakonchuk
                                      President and Chief Executive Officer





A signed original of this written statement required by Section 906, or
other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to Versatech,
Inc. and will be retained by Versatech, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.