UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



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



For the fiscal year ended December
31, 2012



Commission file number 33-91240



VERSATECH USA

(Exact Name of Registrant as Specified
in Its Charter)



|Nevada                          | 88-0330263         
|------------------------------- | -------------------
|(State or Other Jurisdiction of | (I.R.S. Employer   
|Incorporation or Organization)  | Identification No.)



Suite 632 - 22337 Pacific Coast Highway.

Malibu, CA 90265



(Address of Principal
Executive Offices & Zip Code)



310-291-5687

(Telephone Number)



Securities
registered pursuant to Section 12(b) of the Act:
None



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

Common Stock,
$.001 par value



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 S   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-K/A or any amendment to this Form 10-K/A. S



The issuer's revenues for its most recent fiscal
year, ending December 31, 2005, were $nil.



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 12/31/05, was $64,611.



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



As of April 20, 2006 the issuer has 21,536,974 outstanding shares of its $.0003 par value
Common Stock.



Transition Small Business Disclosure Format (check one) Yes £    No S


















Table of Contents





|PART I                                                                                                                    |  |   
|------------------------------------------------------------------------------------------------------------------------- |  | --
|ITEM 1 - BUSINESS                                                                                                         |  | 3 
|Item
    1A. Risk Factors                                                                                                 |  | 3 
|ITEM 2 - DESCRIPTION OF PROPERTY                                                                                          |  | 7 
|ITEM 3 - LEGAL PROCEEDING                                                                                                 |  | 7 
|ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                              |  | 7 
|PART II- OTHER INFORMATION                                                                                                |  |   
|ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.                                           |  | 7 
|ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS                                                                             |  | 8 
|ITEM 7 - FINANCIAL STATEMENTS                                                                                             |  | 9 
|ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                             |  | 17
|ITEM 8A - CONTROLS AND PROCEDURES                                                                                         |  | 17
|PART III                                                                                                                  |  |   
|ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. |  | 18
|ITEM 10 - EXECUTIVE COMPENSATION                                                                                          |  | 19
|ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.                                                 |  | 19
|ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                  |  | 20
|PART IV                                                                                                                   |  |   
|ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K                                                                                |  | 20
|ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                          |  | 20
|Signatures                                                                                                                |  | 21





2







PART I



ITEM 1 - BUSINESS



Versatech USA (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. On May 2, 2003, the Company changed its name to Versatech USA.



Versatech USA 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. The Company has continued to market the
Unitropin product on a limited basis since 2002.



Item 1A. Risk Factors



We are in the retail business and
we expect to incur operating losses for the foreseeable future.



We were incorporated on September 8,
1994, and have no way to evaluate the likelihood that our business will be successful. We have earned minimal revenues as of the
date of this annual report. Potential investors should be aware of the difficulties normally encountered by retail companies and
the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the development of products and marketing programs that we
plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to production, inventory,
and marketing; and additional costs and expenses that may exceed current estimates. Prior to completion of our marketing, we anticipate
that we will incur increased operating expenses without greatly increasing our revenues. We expect to incur significant losses
into the foreseeable future. We recognize that if sales are not forthcoming, we will not be able to continue business operations.
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that
we will generate significant revenues to achieve profitable operations. If we are unsuccessful in addressing these risks, our business
will most likely fail.



We have yet to earn significant revenue
to achieve profitability and our ability to sustain our operations is dependent on our ability to raise additional financing to
complete our program if warranted. As a result, our accountant believes there is substantial doubt about our ability to continue
as a going concern.



We have accrued accumulated net losses
of $11,187,932 for the period from inception (September 8, 1994) to December 31, 2012. Our future is dependent upon our ability
to obtain financing and upon future profitable operations from the sale of our products. These factors raise substantial doubt
that we will be able to continue as a going concern. Management expresses substantial doubt about our ability to continue as a
going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities
or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result
we may have to liquidate our business and you may lose your investment. You should consider our auditor's comments when determining
if an investment in our company is suitable.





3







Because of the unique difficulties
and uncertainties in retail, we face a high risk of business failure.



You should be aware of the difficulties
normally encountered by retail companies and the high rate of failure of such enterprises. The likelihood of success must be considered
in light of the problems, expenses, difficulties, complications and delays encountered in connection with the production and the
marketing plans that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating
to target marketing, and additional costs and expenses that may exceed current estimates. If the results of our marketing program
do not reveal viable profitability, we may decide to abandon certain product lines.



Based on consumer demand, the growth
and demand for our products.



Our success will be dependent on the
growth of demand for our products. If consumer demand is unaware of our products due to poor marketing, or competitors have superior
pricing, our ability to generate revenue may be significantly affected. This could limit our ability to generate revenues and our
financial condition and operating results may be harmed.



Because our current officers and
directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business
operations, causing our business to fail.



Our current officers and directors currently
devotes little time per week providing services to the company. While they presently possess adequate time to attend to our interest,
it is possible that the demands on them from other obligations could increase, with the result that they would no longer be able
to devote sufficient time to the management of our business. This could negatively impact our business development.



WE MAY BE UNABLE TO OBTAIN ADDITIONAL
CAPITAL THAT WE MAY REQUIRE TO IMPLEMENT OUR BUSINESS PLAN. THIS WOULD RESTRICT OUR ABILITY TO GROW.



We will require additional capital to
continue to operate our business and our proposed operations. We may be unable to obtain additional capital as and when required.



Future acquisitions and future development,
production and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general
overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital
and cash flow.



We may not be successful in locating
suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means.
If we do not succeed in raising additional capital, the capital we have received to date may not be sufficient to fund our operations
going forward without obtaining additional capital financing.



Any additional capital raised through
the sale of equity may dilute your ownership percentage. This could also result in a decrease in the fair market value of our equity
securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future
capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance
of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may
have a further dilutive effect.



Our ability to obtain needed financing
may be impaired by such factors as the capital markets, our status as a new enterprise without a demonstrated operating history,
the marketability of our products, or the retention or loss of key management. If the amount of capital we are able to raise from
financing activities is not sufficient to satisfy our capital needs, we may be required to cease our operations.



We may incur substantial costs in pursuing
future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing
and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities
we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.





4







THE LIMITED TRADING OF OUR COMMON
STOCK ON THE OTC BULLETIN BOARD MAY IMPAIR YOUR ABILITY TO SELL YOUR SHARES.



There have been thin volumes of trading
of our common stock. The lack of trading of our common stock and the low volume of any future trading may impair your ability to
sell your shares at the time you wish to sell them or at a price that you consider reasonable. Such factors may also impair our
ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies
by using common stock as consideration.



THE MARKET PRICE OF OUR COMMON STOCK
IS LIKELY TO BE HIGHLY VOLATILE AND SUBJECT TO WIDE FLUCTUATIONS.



Assuming we are able to establish an
active trading market for our common stock, the market price of our common stock is likely to be highly volatile and could be subject
to wide fluctuations in response to a number of factors that are beyond our control, including:



| | * | dilution caused by our issuance of additional shares of common stock and other
    forms of equity securities, which we expect to make in connection with future capital financings to fund our
    operations and growth, to attract and retain valuable personnel and in connection with future strategic
    partnerships with other companies;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | announcements of sales or other business initiatives by our competitors;                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | fluctuations in revenue from our business as new products come to market;                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | changes in the market for our products or in the capital markets generally;                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | quarterly variations in our revenues and operating expenses;                                                                                                                                                                                                                                                                                      
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | changes in the valuation of similarly situated companies, both in our industry and in other industries;                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | changes in analysts' estimates affecting us, our competitors or our industry;                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | changes in the accounting methods used in or otherwise affecting our industry;                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | additions and departures of key personnel;                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                   
| | * | fluctuations in interest rates and the availability of capital in the capital markets; and                                                                                                                                                                                                                                                        



These and other factors are largely
beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market
price of our common stock and our results of operations and financial condition.



OUR OPERATING RESULTS MAY FLUCTUATE
SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.



Our operating results will likely vary
in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, the production
costs of our products and other factors. If our results of operations do not meet the expectations of current or potential investors,
the price of our common stock may decline.





5







WE DO NOT EXPECT TO PAY DIVIDENDS
IN THE FORESEEABLE FUTURE.



We do not intend to declare dividends
for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business.
Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their
shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose
the entire amount of their investment in the common stock.



APPLICABLE SEC RULES GOVERNING THE
TRADING OF "PENNY STOCKS" WILL LIMIT THETRADING AND LIQUIDITY OF OUR COMMON STOCK, WHICH MAY AFFECT THE TRADING PRICE
OF OUR COMMON STOCK.



Our common stock is presently considered
to be a "penny stock" and is subject to SEC rules and regulations which impose limitations upon the manner in which such
shares may be publicly traded and regulate broker-dealer practices in connection with transactions in "penny stocks."
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information
about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules
generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that
becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate
such securities.



FORWARD-LOOKING STATEMENTS



This Form 10-K contains forward-looking
statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar
expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements.
Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.



6









ITEM 2 - DESCRIPTION OF PROPERTY



The Company’s offices are located at Suite
632 - 22337 Pacific Coast Highway, Malibu, CA 90265



ITEM 3 - LEGAL PROCEEDING



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 year ended December 31, 2012, 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 was quoted on
the OTC electronic Bulletin Board under the symbol "VITC" since March 27, 2000 when the Company's name changed to Versatech
USA Prior to March 27, 2000, the Company's trading symbol was "DHMG".



No Public Market for Common Stock



As of the date of this report we have
approximately 570 shareholders of record. We have paid no cash dividends and have no outstanding options. We have no securities
authorized for issuance under equity compensation plans.



The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price
of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation
system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities'
laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and
the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary
actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains
such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer
quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number
of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market
for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules;
the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and
receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a suitably written statement.





7







These disclosure requirements may have
the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules.
Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.



ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS



Forward Looking Statements



This section of this report includes
a number of forward-looking statements that reflect our current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or our predictions. We are an exploration stage company
and have yet to generated enough revenues to achieve profitability.



Results of Operations



The Company has continued to market Unitropin
through its website. No sales were incurred in either 2012 or 2011.



Currently, the company has new management to work to improve
the company’s product hGM Unitropin.



Liquidity and Capital Resources



Our cash balance at December 31, 2012
was $nil with outstanding liabilities of $nil as compared with a cash balance at December 31, 2011 of $nil with outstanding liabilities
of $30,000. Management believes our current cash balance will be unable to sustain operations for the next 12 months. We will be
forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital
when needed, we will not be able to complete our business plan.



Plan of Operation



Our cash balance is $nil and $nil as
of December 31, 2012 and 2011, respectively. We believe our cash balance is insufficient to fund our levels of operations for the
next twelve months. As a result we will be forced to raise additional funds by issuing new debt or equity securities or otherwise.
If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We have generated limited
revenue since inceptions.



This means that there is substantial
doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have generated minimal revenues to date. There is no assurance we will ever profitability.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to
investors.





8











ITEM 7 - FINANCIAL STATEMENTS



VERSATECH USA



FINANCIAL STATEMENTS



December 31, 2012 and 2011



To the Board of Directors and Stockholders of VERSATECH USA



NOTICE OF NO AUDITORS’ REVIEW OF FINANCIAL STATEMENTS



The accompanying financial statements of the Company have
been prepared by and are the responsibility of the Company’s management.



The Company has no independent auditor. Consequently, Company’s
financial statements have not been reviewed or audited by an independent auditor in accordance with standards established by the
Association of Institute of Certified Professional Accountant of the United States.



VERSATECH USA



9









VERSATECH USA

Balance Sheets

As of December 31, 2012 and 2011



|                                                                                                                                                               |  | December 31, 2012 |             | December 31, 2011
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | -----------------
|ASSETS                                                                                                                                                         |  |                   |             |                  
|CURRENT ASSETS                                                                                                                                                 |  |                   |             |                  
|                                                                                                                                                               |  | $                 | —           |                  
|                                                                                                                                                               |  |                   |             |                  
|LIABILITITES AND SHAREHOLDERS’ EQUITY                                                                                                                          |  |                   |             |                  
|CURRENT LIABILITIES                                                                                                                                            |  |                   |             |                  
|Accrued expenses                                                                                                                                               |  |                   | —           |                  
|TOTAL CURRENT LIABILITIES                                                                                                                                      |  |                   | —           |                  
|                                                                                                                                                               |  |                   |             |                  
|STOCKHOLDERS' EQUITY                                                                                                                                           |  |                   |             |                  
|Common stock, $0.001 par value, authorized 75,000,000 shares; issued and outstanding 51,536,974 as at December 31, 2012 and 21,536,974 as at December 31, 2012 |  |                   | 51,537      |                  
|Additional paid-in capital                                                                                                                                     |  |                   | 11,152,411  |                  
|Treasury stock                                                                                                                                                 |  |                   | (36,016     | )                
|Retained Earnings                                                                                                                                              |  |                   | (11,187,932 | )                
|                                                                                                                                                               |  |                   | —           |                  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                     |  | $                 | —           |                  



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



10







VERSATECH USA

Statements of Operations



|                                         |  | For the year ended December 31 |           
|---------------------------------------- |  | ------------------------------ | ----------
|                                         |  | 2012                           |           
|SALES                                    |  | $                              | —         
|COST OF SALES                            |  |                                | —         
|GROSS PROFIT                             |  |                                | —         
|                                         |  |                                |           
|OPERATING EXPENSES                       |  |                                |           
|General and administration expenses      |  |                                | 20,000    
|Total Operating Expenses                 |  |                                | 20,000    
|                                         |  |                                |           
|INCOME (LOSS BEFORE INCOME TAXES)        |  |                                | (20,000   
|                                         |  |                                |           
|PROVISION FOR INCOME TAXES               |  |                                | —         
|                                         |  |                                |           
|NET INCOME (LOSS)                        |  | $                              | (20,000   
|                                         |  |                                |           
|NET INCOME (LOSS) PER SHARE              |  | $                              | (0.00     
|                                         |  |                                |           
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES |  |                                | 37,289.599



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



11









VERSATECH USA

STATEMENT OF STOCKHOLDER’S
EQUITY (DEFICIT)

for the Years Ended December 31, 2012
and 2011



|                                               |  | Common Stock |            |        |  |                 |        |                |  |                    
|---------------------------------------------- |  | ------------ | ---------- | ------ |  | --------------- | ------ | -------------- |  | -------------------
|                                               |  | Shares       |            | Amount |  | Paid in Capital |        | Treasury Stock |  | Accumulated Deficit
|                                               |  |              |            |        |  |                 |        |                |  |                    
|Balance, December 31, 2010                     |  |              | 21,536,674 |        |  | $               | 21,537 |                |  | $                  
|Income(Loss) for period                        |  |              | —          |        |  |                 | —      |                |  |                    
|                                               |  |              |            |        |  |                 |        |                |  |                    
|Balance, December 31, 2011                     |  |              | 21,536,974 |        |  |                 | 21,537 |                |  |                    
|Shares issued for services at $0.001 per share |  |              | 50,000,000 |        |  |                 | 50,000 |                |  |                    
|Income(Loss) for period                        |  |              |            |        |  |                 |        |                |  |                    
|Balance, December 31, 2012                     |  |              | 71,536,674 |        |  | $               | 71,537 |                |  | $                  



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



12









VERSATECH USA

Statements of Cash Flow

For the years ended December 31, 2012
and 2011







|                                                                                        |  | For the year ended December 31
|--------------------------------------------------------------------------------------- |  | ------------------------------
|                                                                                        |  | 2012                          
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |  |                               
|Net income (loss)                                                                       |  | $                             
|Adjustments to reconcile net income (loss) to net cash
    used in operating activities |  |                               
|Stock issued for services                                                               |  |                               
|Increase (decrease) in Accrued expenses                                                 |  |                               
|Net Cash Provided (Used) by Operating Activities                                        |  |                               
|                                                                                        |  |                               
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |  |                               
|Net Cash Provided (Used) by Investing Activities                                        |  |                               
|                                                                                        |  |                               
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |  |                               
|Net Cash Provided (Used) by Financing Activities                                        |  |                               
|                                                                                        |  |                               
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    |  |                               
|CASH AND CASH EQUIVALENTS                                                               |  |                               
|Beginning                                                                               |  |                               
|Ending                                                                                  |  | $                             
|                                                                                        |  |                               
|Supplemental Disclosures of Cash Flow Information:                                      |  |                               
|                                                                                        |  |                               
|Stock issued for relief of notes payable and accrued expenses                           |  | $                             
|Interest                                                                                |  | $                             
|Taxes                                                                                   |  | $                             



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



13







VERSATECH USA

Notes to the Financial Statements

December 31, 2012 and 2011



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a. Nature of Business



Versatech USA (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 USA 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 was 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
USA, 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. 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.



e. 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, 2012 and 2011.



|Deferred tax asset: |  | December 31, 2012 |            | December 31, 2011
|------------------- |  | ----------------- | ---------- | -----------------
|NOL Carryforward    |  | $                 | 3,982,819  |                  
|Valuation allowance |  |                   | (3,982,819 | )                
|                    |  | $                 | —          |                  



14









VERSATECH USA

Notes to the Financial Statements

December 31, 2005 and 2004



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



f. 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.



g. 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.



h. Fair Value of Financial Instruments – ASC 820



“Fair Value
Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize
the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent,
objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the
fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes
the inputs into three levels that may be used to measure fair value:



Level 1



Level 1 applies to assets or liabilities
for which there are quoted prices in active markets for identical assets or liabilities.



Level 2



Level 2 applies to assets or liabilities
for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar
assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume
or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can
be derived principally from, or corroborated by, observable market data.



Level 3



Level 3 applies to assets or liabilities
for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.



15









VERSATECH USA

Notes to the Financial Statements

December 31, 2005 and 2004



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



The following schedule summarizes the
valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2012 and 2011:



|            |  |   | Fair
                                                                                               Value Measurement at December 31,
                                                                                               2005 | 
|----------- |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|            |  |   | Level
                                                                                                      1                                                                                                                             | 
|Liabilities |  |   |                                                                                                                                                                                                                                           | 
|Obligations |  | $ | —                                                                                                                                                                                                                                         | 
|            |  | $ | —                                                                                                                                                                                                                                         | 



|            |  |   | Fair
                                                                                               Value Measurement at December 31,
                                                                                               2004 | 
|----------- |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|            |  |   | Level
                                                                                                        1                                                                                                                           | 
|Liabilities |  |   |                                                                                                                                                                                                                                           | 
|Obligations |  | $ | —                                                                                                                                                                                                                                         | 
|            |  | $ | —                                                                                                                                                                                                                                         | 



NOTE 2 - RELATED PARTY TRANSACTIONS



During 2011 and 2012, the President did services valued at $50,000.
On April 25, 2012, the Company issued its President 50,000,000 shares at $0.001 per share in exchange for these services.



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 or reevaluate 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 - SUBSEQUENT EVENTS



There are no subsequent events through the date of the issuance
of the financial statements that would warrant further disclosures.



16







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



The company had no independent accountant
review the financials for this period, in accordance with Rule 3-11 of Regulation S-X



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.



17







PART III



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                                                                                              
|------------------- |  |  | ----- |  |  | ------------------------------------------------------------------------------------------------------------------------------------
|Joe Arcaro (46)     |  |  | 2012  |  |  | Mr. Arcaro was appointed a director in 2012. Mr. Arcaro has been in the brokerage and venture capital industry for the last15 years.



EXECUTIVE OFFICERS



The executive officer of the Company is 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.



18







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       | Title      | Annual
    Compensation | Long
Term Compensation   
|---------- | ---------- | ----------------------- | -------------------------
|Year       | Salary
($) | Bonus                   | Other
Annual Compensation
|Joe Arcaro | CEO and    | 2012                    | $0                       
|           | Director   | 2011                    | $0                       



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, 2005, 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:



|Title of Class | Name and Address of Beneficial Owner                                                          | Amount
and Nature of Beneficial Ownership (Common Shares) | Percentage
of Common Stock(1)
|-------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------- | -----------------------------
|Common Stock   | Joe Arcaro (1),
(2)
        Suite 632
- 22337 Pacific Coast Highway.
        Malibu, CA 90265 | 50,000,000                                                | 69.9%                        
|Common Stock   | Officer and/or director as a Group                                                            | 50,000,000                                                | 69.9%                        
|Common Stock   | Holders of More than 5% of Our Common Stock                                                   | 3,930,000                                                 | 5.5%                         



| | (1) | Officer of the Company
| | --- | ----------------------



| | (2) | Director of the Company
| | --- | -----------------------



| | (3) | Less than 1%
| | --- | ------------





19







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 require 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 year
ended December 31, 2005.



ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES



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 has not appointed an auditor, in addition
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.



20







Signatures



Pursuant to the requirements of Section 13(a) or 15(d) of
the Securities



Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|May 6, 2013 | VERSATECH USA
|----------- | -------------
|            |              
|            | By:          
|            |              



In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|May 6, 2013 | VERSATECH USA
|----------- | -------------
|            |              
|            | By:          
|            |              



21



---