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, 2000

          [ ] 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.)

507 A North Market Street, Bushnell, FL            33513
(Address of principal executive offices)          (Zip Code)

Issuer's telephone number:  (352) 793-4707

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,
2000, were $66,059 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
12/29/00, was approximately $1,208,966.

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

     As of March 31, 2001 the issuer has  13,854,228  outstanding  shares of its
$.0003 par value Common Stock.

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

<PAGE>
                   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>
                                     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. The Company's Network Marketing  Division was developed by the wholly owned
subsidiary  Universal  Network  and its  parent  company,  Universal  Network of
America, Inc. ("Universal"). The Network Marketing Division is the main focus of
this subsidiary. In April 1999,  LongerLiving.com was introduced as a domain for
the  Company.  With the  establishment  of a presence on the world wide web, the
Company's  focus will be on the  products  of  Universal  Network  and the newly
formed, wholly-owned subsidiary LongerLiving.com, Inc.

Network Marketing and the Internet

     The network  marketing  system was  developed  and is governed by Universal
Network, Inc., a wholly-owned  subsidiary of Universal Network of America, Inc.,
which is a wholly-owned subsidiary of the Company ("Universal").

     On December  31, 1997,  the Company  acquired the balance of all the issued
and outstanding  capital stock of Universal Network of America,  Inc., through a
stock exchange  agreement.  Universal Network of America,  Inc. now operates as,
and functionally is, a wholly-owned subsidiary of the Company.

     For the year 2001,  the Company  plans to  continue to market its  flagship
product UniTropin (hgh) Formula Plus on its own websites,  www.unitropin.com and
its newest, www.tryuni.com.  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.  Tryuni.com  is a
home-based business opportunity for  distribution  of  UniTropin.  The  Internet
interactive  site  allows  the  new  distributor  to  immediately  link  to  the
Company's site with a purchase of product and  enables the  distributor  to then
market  the  Company's  site  and  its  products  to their prospects and receive
commissions.  The Company still has its agreement  with Commission  Junction and
its affiliate program. Commission  Junction is a web-based,  e-commerce  network
that matches online merchants' products and services to online content providers
and provides management services from these  resulting  relationships.  To date,
over 3,000  affiliates have participated.  Primary to the Company is to have its
products on retail  shelves and efforts in this area are being pursued.

Product Manufacturer

     Unitropin  was  manufactured for the Company by Garden  State Nutritionals.
After  experiencing a packaging  problem in late 1999 and into 2000, the product
was repackaged and encapsulated by Nature-Flex of Ft. Lauderdale, Florida.

Export of Product to China

     In December 2000, the Company signed an agreement with Manitou Technologies
of Vancouver, British Columbia to secure an import permit (exporting from the US
into  China) from the  government  of  People's  Republic of China.  Preliminary
comments  from Manitou  Technologies  believe this can be  accomplished  and all
indicators are that the Company's  Unitropin  product should be successful. Upon
receipt of import permit,  Manitou  Technologies  will act as the major marketer
and  distributor  of the  Company's  product. Management of the Company believes
that  Manitou  has  the affiliates  and  contacts  in  China to accomplish these
efforts.

LongerLiving.com Division

     The intent of LongerLiving.com is to become the leading provider of quality
content covering  anti-aging  advances  and  health on the Internet. The Longer-
Living  media  strategy  is  intended  to  use  the  Internet  and television to
distribute  news,  features public  interest stories, health conference coverage
and targeted advertising. The Company intends for the site to bring together the
most prolific writers around the  world and  to serve as  a  database  of  great
articles and breaking news in the health  industry.  With the redesigning of the
website in September 1999, came expanding opportunities to provide a wider range
of health news and features. This eventually led to the incorporation of Longer-
Living.com,  Inc. on December 28, 1999.  It is anticipated that LongerLiving.com
will generate significant revenues through sponsorships, banner  advertising and
co-branding.

     LongerLiving intends to work with a physician for the purpose of developing
a "LongerLiving Diet" and to capitalize on the marketing opportunities for spin-
off products such as books, charts and food products like other popular diets of
this day. In  addition,  LongerLiving's  business  plan,  subject to the company
having  sufficient  capital  and  resources,  calls  for  the  production  of  a
television pilot and a weekly television series based upon the pilot.


ITEM 2 - DESCRIPTION OF PROPERTY

     From January 1998 to January 2001, the Company leased  approximately  1,200
square feet in Hawley, Pennsylvania at an annual cost of $3,900. The Company did
not renew the lease in 2001.  In January  2001 the Company and its  wholly-owned
subsidiary  Universal Network,  consolidated  offices in Bushnell,  Florida. The
companies  now  occupy  approximately  2,600  square  feet at an annual  cost of
$14,400.  The current lease expires  January 31, 2002. In mid-April of 2001, the
Company relocated its Versatech business back to Pennsylvania.

     The Company's subsidiary,  Universal Network,  occupied approximately 4,000
square feet of office space in 1999 through  December 2000 at the annual cost of
$36,000.  In January  2001,  Universal and the Company  consolidated  offices in
Bushnell, Florida.

     The Company still maintains an office of approximately 1,000 square feet in
Vancouver,  British  Columbia  for its  Canadian  facility  at an annual cost of
$4,500.

ITEM 3 - LEGAL PROCEEDINGS

     The United States Securities and Exchange Commission is conducting a formal
investigation  of the Company,  with which the  Company's  management is in full
cooperation.  The  outcome  of such  investigation  is not  known at this  time.
However,  the  Company  has been  informed  that the  investigation  is  nearing
completion.

     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 2000,  no  matters  were  submitted  to the
Security Holders for their approval.


                    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 2000,  1999 and 1998 (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, 1998                 $  4.438    $ 4.188
June 30, 1998                  $  2.563    $ 2.563
September 30, 1998             $  2.1562   $ 2.00
December 31, 1998              $  1.688    $ 1.375
March 31, 1999                 $  1.15     $ 1.09
June 30, 1999                  $   .5625   $  .53
September 30, 1999             $   .2810   $  .218
December 31, 1999              $   .18     $  .156
March 31, 2000                 $  1.50     $  .15
June 30, 2000                  $   .938    $  .156
September 30, 2000             $  1.53     $  .281
December 31, 2000              $   .51     $  .105

     (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.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

     The Company has turned its attention,  its focus,  and its resources to the
growth and expansion of its wholly owned subsidiary,  Universal  Network,  Inc.,
and to its Internet presence via LongerLiving.com and the recently  incorporated
wholly- owned subsidiary LongerLiving.com, Inc.

Selected Financial Data

     Sales                     1999           1998           1997
     ______________________________________________________________________
     Network Marketing        $   763,202   $ 1,224,140    $   483,000
     Collectibles                  32,646       612,675      2,053,611
     Total Operating Revenue
        (Less Discounts)      $   795,848   $ 1,964,862    $ 5,509,042
     Net Gain (Loss)
        (Pre-Tax)             $(4,754,344)  $(3,344,928)   $   384,579

     Net Gain (Loss) Per Share       (.83)         (.51)          (.10)


Capital Resources

     The Company had $130,186 and $193,020 in total current assets,  in 2000 and
1999,  respectively,  of  which  $32,143  and  $53,724  was held in cash or cash
equivalents,  in 2000 and 1999, respectively,  and $98,043 and $139,296, in 2000
and 1999,  respectively,  was held in  inventory  at the lower of cost or market
value. Due to the 1999 reduction and  reclassification of assets from current to
long term, the long term asset of arts & collectibles  was reduced to $1,307,266
in 2000.  This is a $115,130 net reduction  from 1999 in the arts & collectibles
inventory.

Cash Expenditures

     Consolidated operating expenses as of December 31, 2000 totaled $1,330,033,
an  increase  of 3.2% over 1999's  $1,286,967.  The fiscal  year  2000's  figure
includes one-time charges of $172,427 for a public relations contract.

Long Term Debt

     As of December  31,  2000,  the Company  owes notes  payable to two related
parties in the  amounts  of  $82,573  adn  $71,630.  The loans are  non-interest
bearing and payable upon demand.  The Company also owes $8,169 due over the next
three months. The Company's  wholly-owned  subsidiary  Universal Network,  had a
mortgage  balance of $293,332 as of December  31, 1999.  The Company  elected to
discontinue  mortgage  payments on this  property  and allow the  property to be
foreclosed  upon in  December  of 2000.  The  Company  has no further  financial
liability for this property.

Revenue

     Consolidated  Total  Revenue  decreased  by 54% as of  December  31,  1999.
Contributing  factors of this  continued  downward  trend in sales  include  the
continued  re-focus of the new management  team towards the  healthcare  product
consumable  sector and, in particular,  the  increasing  presence of the product
line and related health products and issues on the Internet.

     Recently,  February and March of 2001, the Company has found a niche market
for its art  inventory.  Between its sales of Hgh  Unitropin  Plus and art work,
sales for this year have  exceeded  those of the entire  year 2000.  The Company
expects this to continue into 2001.

Forward Looking Statements

     The  Company's  wholly-owned   subsidiary,   Universal  Network,  Inc.,  in
conjunction with the Company, has been communicating with Commission Junction in
discussion about launching an affiliate revenue program.  Commission Junction is
a web-based  e-commerce network that manages the relationship between merchant's
products services to on-line clientele.

     The new  management  team is also  searching  for  alternative  methods  of
raising capital to meet it short term needs as well as expanding its presence on
the Internet.  A private  placement  offering is one method being  considered to
raise the necessary funds.

                           PART II - OTHER INFORMATION

ITEM 7 - FINANCIAL STATEMENTS

<PAGE>

                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                                And Subsidiaries

                        Consolidated Financial Statements

                           December 31, 2000 and 1999




<PAGE>



                                 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>


                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of Versatech, Inc. (formerly D H Marketing & Consulting, Inc.):

We have audited the accompanying  consolidated balance sheets of Versatech, Inc.
and  subsidiaries as of December 31, 2000 and 1999 and the related  consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended.  These  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  generally   accepted  auditing
standards. 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, 2000 and 1999 and the  consolidated  results of
its  operations  and cash  flows for the years  then  ended in  conformity  with
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 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
Salt Lake City, Utah
February 1, 2001

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------

                                        December 31        December 31
                                           2000                1999
                                        -------------      ------------

CURRENT ASSETS

   Cash and Cash Equivalents            $      18,275      $     24,609
   Accounts receivable,
     Net of Allowance
     2000 $69,823; 1999 $54,749                10,000            25,229
   Other Receivables                            3,868             3,886
   Inventory                                   98,043           139,296
                                        -------------      ------------

     Total Current Assets                     130,186           193,020
                                        -------------      ------------

INVESTMENTS
   Investments - Other                          1,000            46,903
                                        -------------      ------------

      Total Investments                         1,000            46,903
                                        -------------      ------------

PROPERTY & EQUIPMENT
   Office Furniture and Fixtures               20,184            20,184
   Equipment                                  188,976           188,976
   Leasehold Improvements                          -             17,668
   Building                                        -            200,000
   Land                                            -            197,996
   Accumulated Depreciation                  (204,325)         (175,628)
                                        -------------      ------------

     Net Property & Equipment                   4,835           449,196
                                        -------------      ------------

OTHER ASSETS
    Software Development Costs                 22,500            22,500
    Deposits and Other Assets                   3,638             6,450
    Arts & Collectibles                     1,307,266         1,422,396
                                        -------------      ------------

      Total Other Assets                    1,333,404         1,451,346
                                        -------------      ------------

     TOTAL ASSETS                       $   1,469,425      $  2,140,465
                                        =============      ============

   The accompanying notes are an integral part of these financial statements.

                                       -4-
<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                      Consolidated Balance Sheets continued


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

                                            December 31        December 31
CURRENT LIABILITIES                            2000                1999
                                            -------------      ------------

   Accounts payable                         $     109,241      $     90,595
   Accrued expenses                                95,000             3,160
   Deferred tax liability                              -              1,587
   Current Obligations Under
     Capital Lease                                  3,080             3,880
  Current portion of Notes
     Payable & Mortgage Payable                   172,486            93,674
                                            -------------      ------------

      Total Current Liabilities                   379,807           192,896
                                            -------------      ------------

LONG-TERM DEBT

   Notes Payable                                   18,283                -
   Mortgage payable                                    -            293,332
   Notes payable - related party                  154,203            81,030
   Obligation Under Capital Lease                   3,080             5,914
      Less: Current Portion                      (175,566)          (97,554)
                                            -------------      ------------

     Total Long-Term Debt                              -            282,722
                                            -------------      ------------

         Total Liabilities                        379,807           475,618
                                            -------------      ------------

STOCKHOLDERS' EQUITY

   Common stock, $.0003 Par Value,
     Authorized 75,000,000 Shares;
     issued and outstanding
     13,854,228 and 11,850,964
     shares, respectively                           4,156             3,555
   Additional Paid-In Capital                  10,417,633        10,255,182
   Treasury Stock                                 (36,016)         (786,016)
   Stock Subscription receivable                 (240,000)         (240,000)
   Retained earnings                           (9,056,155)       (7,567,874)
                                            -------------      ------------

     Total Stockholders' Equity                 1,089,618         1,664,847
                                            -------------      ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                        $   1,469,425      $  2,140,465
                                            =============      ============

   The accompanying notes are an integral part of these financial statements.

                                       -5-
<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                      Consolidated Statements of Operations
                               For the Years ended

                                        December 31        December 31
                                           2000                1999
                                        -------------      ------------

SALES                                   $      66,059      $    795,848

COST OF GOODS SOLD                             55,350           559,159
                                        -------------      ------------

GROSS PROFIT                                   10,709           236,689
                                        -------------      ------------

OPERATING EXPENSES
   General And Administrative
     Expenses                               1,336,686         1,236,626
   Depreciation and Amortization               47,557            38,833
   Research & Development                          -             14,308
                                        -------------      ------------

TOTAL OPERATING EXPENSES                    1,384,243         1,289,767
                                        -------------      ------------

OPERATING INCOME (LOSS)                    (1,373,534)       (1,053,078)
                                        -------------      ------------

OTHER INCOME AND (EXPENSES)
   Inventory Valuation Adjustment             (43,525)       (3,481,800)
   Other Income (Expense)                      (4,213)            3,501
   Defective Inventory                             -           (215,137)
   Gain (Loss) on Sale of
      Investments                             (44,503)              320
   Interest Income                                 -              3,311
   Interest Expense                           (12,862)          (15,848)
   Gain (Loss) on Sales of
      Assets                                 (130,490)               -
                                        -------------      ------------

     Total Other Income and
       (Expenses)                            (235,593)       (3,705,653)
                                        -------------      ------------

INCOME/(LOSS) BEFORE INCOME
TAXES                                      (1,609,127)       (4,758,731)
                                        -------------      ------------

INCOME TAX REFUND                             119,259                -

PROVISION FOR INCOME TAXES                      1,587            (4,387)
                                        -------------      ------------

NET INCOME/(LOSS)                       $  (1,488,281)     $ (4,754,344)
                                        =============      ============

NET INCOME/(LOSS) PER SHARE             $        (.12)     $       (.55)
                                        =============      ============

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES                              12,769,366         8,705,881
                                        =============      ============

   The accompanying notes are an integral part of these financial statements.
                                       -6-

<PAGE>
                                           Versatech, Inc.
                             (formerly D H Marketing & Consulting, Inc.)
                                  Statements of Stockholders' Equity
                           From December 31, 1998 through December 31, 2000

<TABLE>
<CAPTION>

                                              Additional     Retained                     Stock
                           Common 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 $.09
per share             3,181,000        954       285,746              -            -            -

December 99 -
common shares
issued for
software development
costs at $.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
$.15 per share                -          -      (727,500)             -      750,000            -

July 00 - common
shares issued for
services at $.66
per share               745,867        224       492,049              -            -            -

July 00 - common
shares issued for
notes payable at
$.66 per share          102,233         31        67,443              -            -            -

July 00 - common
shares issued for
services at $.21
per share               822,254        246       172,427              -            -            -


</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       -7-

<PAGE>
                                           Versatech, Inc.
                             (formerly D H Marketing & Consulting, Inc.)
                                  Statements of Stockholders' Equity
                           From December 31, 1998 through December 31, 2000

<TABLE>
<CAPTION>

                                              Additional     Retained                     Stock
                           Common Stock        Paid-In        Earnings     Treasury      Subscription
                        Shares     Amount      Capital       (Deficit)       Stock       Receivable
                      ---------   --------   -----------   ------------   ----------    ---------
<S>                   <C>         <C>        <C>           <C>            <C>           <C>
Oct 00 - common
shares issued for
services at $.475
per share               268,740         81       127,571              -            -            -

Oct. 00 - common
shares issued for
notes payable at
$.475 per share          64,170         19        30,461              -            -            -

Net loss for the
year ended
December 31, 2000             -          -             -     (1,488,281)           -     (240,000)
                      ---------   --------   -----------   ------------   ----------    ---------

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





</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       -8-

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                      Consolidated Statements of Cash Flows

                                          December 31
                                               2000                1999
                                            -------------      ------------
Cash Flows From Operating
Activities

Net income (loss)                           $  (1,488,281)     $ (4,754,344)
Adjustments to Reconcile Net
Income (Loss) to
  Net Cash Used in Operating
  Activities:
   Depreciation and Amortization                   47,557            38,833
   Provisions for Doubtful Accounts                15,074            54,749
   Loss on disposal of assets                     130,490                 -
   Stock issued for services                      792,598           286,700
   Treasury shares exchanged for services               -             3,895
   (Gain) Loss on Sale of Investments              44,503              (320)
   Write down of collectibles                      43,525                 -
Change in Assets and Liabilities
    (Net of effects from
    purchase/sale of subsidiaries)
  (Increase) Decrease in:
   Accounts Receivable                                155           (78,677)
   Other Receivables                                   18               748
   Inventory                                       41,253         3,699,598
   Deposits                                         2,812                 -
   Increase/(decrease) in:
   Accounts Payable                               110,676            (1,298)
   Accrued Expenses                                91,840          (111,615)
   Deferred Income Taxes                           (1,587)           (4,388)
                                            -------------      ------------

     Net Cash Provided (Used)
     by Operating Activities                     (169,367)         (866,119)
                                            -------------      ------------

Cash Flows from Investing
Activities
  Sale of treasury stock                           22,500                 -
  Purchase of Property and
     Equipment                                          -            (6,415)
                                            -------------      ------------

     Net Cash Provided (Used)
     by Investing Activities                       22,500            (6,415)
                                            -------------      ------------

Cash Flows from Financing
Activities

  Proceeds from debt financing                    187,845           164,530
  Net Proceeds from Issuance
    of Common Stock                                     -           436,072
  Principal payments on debt financing            (44,478)           (9,409)
  Principal Payments on Capital
    Lease Obligations                              (2,834)           (2,888)
                                            -------------      ------------

     Net Cash Provided (Used)
     by Financing Activities                      140,533           588,305
                                            -------------      ------------

Net Increase (Decrease) in
Cash and Cash Equivalents
(Forwarded)                                        (6,334)         (284,229)
                                            -------------      ------------


   The accompanying notes are an integral part of these financial statements.

                                       -9-

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                      Consolidated Statements of Cash Flows
                                   (Continued)

                                 December 31,       December 31,
                                    2000                1999
                                -------------      ------------

Net Increase (Decrease) in
Cash and Cash Equivalents
(Forwarded)                            (6,334)         (284,229)
                                -------------      ------------

Cash and Cash Equivalents
  Beginning                            24,609           308,838
                                -------------      ------------

  Ending                        $      18,275      $     24,609
                                =============      ============

Supplemental Disclosures of
Cash Flow Information:
  Cash payments for interest    $      12,862      $     15,848
                                =============      ============




   The accompanying notes are an integral part of these financial statements.

                                      -10-

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE 1 - Summary of 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 DH Marketing and
Consulting, 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>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies (continued)

e.  Fair Value of 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

Deferred  income taxes arise from timing  differences  resulting from income and
expense items  reported for financial  accounting  and tax purposes in different
periods.  Deferred taxes are  classified as current or noncurrent,  depending on
the classification of the assets and liabilities to which they relate.  Deferred
taxes  arising  from  timing  differences  that are not  related  to an asset or
liability are classified as current or  noncurrent,  depending on the periods in
which the timing differences are expected to reverse.

The principal sources of timing differences are different  depreciation  methods
used for financial accounting and tax purposes.

The deferred tax  liability  and the provision for income taxes is calculated as
follows at December 31, 2000 and 1999:

                                   December 31    December 31
                                       2000          1999
                                  -------------    -----------
     Current provision for
     income taxes:
     Federal                      $          -     $         -
     State                                   -               -
     Deferred                                -          (4,387)
                                  ------------     -----------

     Total provision for
     income taxes                 $          -     $    (4,387)
                                  ============     ===========

     Deferred tax liability
     arising from:
     Acquisition of subsidiaries:
        UNI-depreciation
        differences                          -           1,587
                                  ------------     -----------
     Deferred tax liability                  -           1,587
                                  ------------     -----------
     Net deferred tax (asset)/
        liability                 $          -     $     1,587
                                  ============     ===========

The Company has incurred net  operating  losses of  approximately  $4.7 million,
however  because  of the  significant  losses  and its  change of focus on a new
product line,  there is a 50% or greater chance the Company may not have taxable
income during 2000.  The  allowance  account  therefore  equals the deferred tax
asset account for December 31, 2000 and 1999.



                                      -12-

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies (continued)

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.

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.

<TABLE>
<CAPTION>
                                        Income(loss)    Shares        Per-Share
                                         (Numerator)    (Denominator)    Amount
                                        ------------   ------------   -------------
<S>                                     <C>            <C>            <C>
For the year ended December 31, 2000:
 Income (loss) from operations          $ (1,373,534)
                                        ------------
 Basic EPS
 Income (loss) to common
 stockholders                           $ (1,488,281)    12,769,366   $        (.12)
                                        ============   ============   =============

For the year ended December 31, 1999:
 Income (loss) from operations          $ (1,053,078)
                                        ------------
 Basic EPS
 Income (loss) to common
 stockholders                           $ (4,754,344)     8,705,881   $        (.55)
                                        ============   ============   =============

</TABLE>

NOTE 2 - Inventory

Inventories consisted of the following at December 31, 2000 and
1999:

                                       2000        1999
                                   -----------   -----------
     Consumable products                98,043       139,296
                                   -----------   -----------

                                   $    98,043   $   139,296
                                   ===========   ===========



                                      -13-

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE 3 - Arts & Collectibles

Arts & Collectibles consist primarily of stamps, coins and lithographs.  Because
the Company changed it's focus to distributing  its consumable  products,  there
have been little movement of it's collectibles  inventory and therefore arts and
collectibles have been classified as a long term asset.

NOTE 4 - Related Party Transactions

During 2000 and 1999, Michael Daily, an officer and director, loaned the Company
$106,404  and $59,250,  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.  As of  December  31,  2000 and 1999,  the loan  balance is $82,573  and
$59,250, respectively.

During 2000 and 1999, Ron Meredith, an officer and director,  loaned the Company
$41,349 and $21,780.  The loan is non- interest bearing and due upon demand.  As
of  December  31,  2000 and 1999,  the loan  balance  is  $71,630  and  $30,281,
respectively.

NOTE 5 - 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.  It also  expects  a new  revenue  stream  with
advertising on its newly  formulated  Internet  health portal  LongerLiving.com.
Management also plans to raise additional  funds through a private  placement of
its common stock.

NOTE 6 - Stock Options

On January 13, 1997,  750,000 options were granted to a certain individual for a
five year  period from  January  13,  1997.  These  options  are for  restricted
securities,  are fully vested to the individual, and are exercisable into shares
of common restricted at $9 per share.

The Company's  stock option plan was accounted for based upon APB Opinion No. 25
and  related  interpretations.   Accordingly,  no  compensation  cost  has  been
recognized  for options under these plans.  Had  compensation  cost for the plan
been  determined  based on the  grant  date  and fair  values  of  options,  and
estimated  options to be  exercised,  reported net income and earnings per share
would have been reduced.  Management does not believe any of the current options
will be exercised.



                                      -14-

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE 7 - Commitments and Contingencies

The Company is committed to a lease for office space  through  January 31, 2002,
with monthly lease payments of $1,200 per month.

The total future  minimum  rental  commitment  at December 31, 2000,  under this
lease is $15,600, which is due as follows:

        Year Ending
        December 31,                    Amount
        ------------               --------------
           2000                    $       14,400
           2001                             1,200
                                   --------------
                                   $       15,600
                                   ==============

Rent  expense  for the year  ended  December  31,  2000 and 1999 is  $3,250  and
$35,394, respectively.

NOTE 8 - Note Payable

Long Term Liabilities are detailed in the following schedules as of December 31,
2000 and 1999.

Note payable is detailed as follows:              2000         1999
                                              -----------  -----------

Notes payable to a Corporation,
monthly payments of $2,612, through
July 2001 bears interest at 15.9%,
unsecured                                          18,283            -

Mortgage payable to a Limited Liability
Company monthly installments due of
$3,000 through December 2003, interest
accrues at 8.75%, secured by a building       $         -  $   293,332
                                              -----------  -----------

Total Notes Payable                                18,283      293,332
                                              -----------  -----------

Note Payable - related party is detailed
as follows:

Note payable to an officer and director,
non-interest bearing and due upon demand           82,573       59,250

Note payable to an officer and director,
non-interest bearing and due upon demand           71,630       21,780
                                              -----------  -----------

Total Notes Payable - Related Party               154,203       81,030
                                              -----------  -----------

Total Notes Payable and Notes Payable -
Related Party                                     172,486      374,364
                                              -----------  -----------

Less current portion                             (172,486)     (93,674)
                                              -----------  -----------

Long Term Portion - Notes Payable             $         -  $   280,690
                                              ===========  ===========



                                      -15-

<PAGE>
                                 Versatech, Inc.
                   (formerly D H Marketing & Consulting, Inc.)
                        Notes to the Financial Statements
                           December 31, 2000 and 1999


NOTE 8 - Note Payable (continued)

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

                 Year Ending
                 December 31,         Amount
                 ------------    -------------
                        2001           172,486
                                 -------------
                      Total      $     172,486
                                 =============


NOTE 9 - Capital Lease Obligations

The Company is committed to a capital lease for office equipment.  The remaining
balance of $3,080 is payable through February 2001.




<PAGE>

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

During the fiscal year ended December 31, 2000, 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
(Age)               Since   Principal occupation for various years
------------------------------------------------------------------------------

Michael J. Daily    1996    President  of  the  Company  since June  of  1999, a
(52)                        director  of the  Company  since  January,  1996 and
                            Officer   since  April  10,  1997.   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.  Mr.  Daily 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 has been
                            active in the Real Estate  Industry from 1985 to May
                            1995 when he joined the  Company.  Mr. Daily was not
                            on the Board of Directors in 1995.

Steve Krakonchuk     1997   A  director of the Company since June 20, 1997.  Mr.
(40)                        Krakonchuk  began working for the Company in January
                            of 1995 in the Company's Investor Relations area and
                            as Vice President of Sales.

Ronald W. Meredith   1998   Chairman  of  the  Board since June of  1999,  and a
(59)                        director of the Company since January 21, 1998.  Mr.
                            Meredith  was  President of  Universal   Network  of
                            America, Inc. and its subsidiary, Universal Network,
                            Inc. until April  2001, when he resigned from these
                            positions.  Mr.  Meredith is  an Air Force  veteran,
                            having served from  1959  through  1979.  From 1979-
                            1988 he owned and operated a  manufacturing  company
                            in  Louisville,  Kentucky.  He currently sits on the
                            Board of Directors of that  company.  From July 1988
                            through  1994,  Mr.   Meredith  was  an  Independent
                            Representative  and National Marketing Director with
                            an environmental  products company,  where he sat on
                            the Presidential  Advisory Board. During this period
                            annual  sales of that  company  grew from 30 million
                            dollars  to more  than  400  million  dollars.  From
                            September 1994 through  February 1995, Mr.  Meredith
                            was an  Independent  Representative  with a  jewelry
                            company,  and  is a  member  of  the  Board  of  the
                            Jewelers  Board of  Trade.  In may of  1995,  he and
                            several partners founded Universal Network, Inc.

Gary E. Stafford    1999    A director  of  the  Company since June of 1999. Mr.
(50)                        Stafford was Chief Financial Officer of the  Company
                            until April of 2001 when he tendered his resignation
                            as an officer of the Company.  Mr. Stafford held the
                            position of Director of Operations of Universal Net-
                            work, Inc.  from January  1996 until his resignation
                            in 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 12/31/00      Year    Salary    Bonus           Compensation
__________________________________________________________________________

Michael J. Daily          2000      -0-        -0-              -0-
President                 1999      -0-        -0-             90,000*
                          1998


             *This  compensation  resulted  from the  issuance  of stock after a
              special board of directors meeting.

Option Grants in the Last Fiscal Year
-------------------------------------

     The Company did not grant any options in the last fiscal year.

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.

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,  2000,  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
____________________________________________________________________________

Michael J. Daily <F1><F2>
507 A North Market Street
Bushnell, FL 33513                 845,000 Shares            6.1%

Steve Krakonchuk <F2>
8611 General Currie Road
Apartment 111
Richmond, B. C.  V6Y 3M1, Canada   950,000 Shares            6.9%

Ronald W. Meredith <F2>
507 A North Market Street
Bushnell, FL 33513                 1,068,624 Shares          7.7%

Gary E. Stafford <F2>
5647 Beneva Road
Sarasota, FL  34233-4103           -0- Shares                0%

-----------------------------
<F1>An Officer of the Company.
<F2>A Director of the Company.

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
-----------    ---------------------------------------
23.0           Consent of Accountant


Reports on Form 8-K
-------------------

     The Company  did not file any reports on Form 8-K during the quarter  ended
December 31, 2000.

                            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/ MICHAEL J. DAILY           Date: April 17, 2001
           Michael J. Daily
           President and duly
           authorized 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.

By:    /s/ MICHAEL J. DAILY           Date: April 17, 2001
       Michael J. Daily
       Director

By:    /s/ STEVE KRAKONCHUK           Date: April 17, 2001
       Steve Krakonchuk
       Director

By:    /s/ RONALD W. MEREDITH         Date: April 17, 2001
       Ronald W. Meredith
       Director

By:    _______________________        Date: ________________
       Gary E. Stafford
       Director