SecProbe.io

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Mail Stop 3-8

      				        June 1, 2005

By Facsimile and U.S. Mail

Mr. Steven Krakonchuk
President and CEO
Versatech USA Inc.
800 Bellevue Way NE
Suite 400
Bellevue, WA 98004

      Re:      Versatech USA Inc.
      	Form 10-KSB/A for the Year Ended
      	December 31, 2004
      	Filed April 28, 2005
                	File No.  0-22729

Dear Mr. Krakonchuk:

	We have reviewed the above referenced filing and have the
following comments.  Where indicated, we think you should revise
your
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand the purpose of our review is to assist you
in
your compliance with the applicable disclosure requirements and to
enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you
may
have about our comments or any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Form 10-K/A for the Year Ended December 31, 2004

General
1. When a comment requests additional disclosure or other
revisions
to be made, the disclosures and revisions should be included in
your
future annual and interim reports, as applicable.  You may,
however,
include the additional disclosures or other revisions in an
amendment
filed as a result of our comments.

Front Cover, page 1

2. Our records show your File Number is 0-22729, rather than file
number 33-91240 that appears on the cover pages of your Forms 10-K
and 10-Q.  Please make the appropriate revisions.
Part II - Other Information, page 5
Item 6 - Management`s Discussion and Analysis, page 6

3. Discuss how long you can satisfy your cash requirements, if you
intend to raise additional funds in the next twelve months and how
you intend to raise such funds.  See Item 303(a)(1)(i) of
Regulation
S-B.  In your response please show us what your revised disclosure
will look like.

Report of Independent Registered Public Accounting Firm, page 9

4. We note your audit was conducted in accordance with "auditing"
standards of the Public Company Accounting Oversight Board (United
States). Auditing Standard No. 1 requires your audit to be
conducted
in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Please amend your opinion to
include the recommended language contained in the Illustrative
Appendix of Auditing Standard No. 1 issued by the Public Company
Accounting Oversight Board.   Also revise the introductory
paragraph
of your auditor`s opinion to accurately reflect the headings of
each
audited financial statement.

Item 7 - Financial Statements, page 7
General

5. You disclose all previous operations related to hgh Unitropin
are
discontinued beginning in February 2003 and you are valuing assets
for divestiture. Tell us which of your existing assets and
liabilities would be included in this disposal group, the disposal
group`s results of operations for the years ended December 31,
2004
and 2003 and why you have not classified the disposal group as
held-
for-sale considering the criteria in paragraph 30 of SFAS No. 144.
If you determine that the disposal group should be classified as
held-for-sale, in future filings please present the disposal group
as
assets and/or liabilities held-for-sale and the related results of
operations as discontinued operations if both of the criteria in
paragraph 42 of SFAS No. 144 are satisfied.

Note 4 - Notes Payable, page 20

6. Please advise or revise your related party disclosure to
discuss
the convertible note payable to officer in the amount of $36,126.
In
your response please show us what your revised disclosure will
look
like.

Item 8A - Controls and Procedures, page 22

7. Item 307 of Regulation S-B requires that your certifying
officer
discloses his conclusions regarding the effectiveness, rather than
the adequacy, of your disclosure controls and procedures as of the
end of the period covered by the report.  See also paragraph 4(b)
of
your 302 Certification.  Further, please include a separate 302
Certification for your other identified certifying officer or,
alternatively, confirm there is only one certifying officer in
your
response and revise your Certification accordingly.  In your
response
please show us what your revised disclosure will look like.

Item 10 - Executive Compensation Table, page 22

8. Please disclose the amount of compensation, if any, Mr.
Krakonchuk
received in the last fiscal year.  Also tell us if Mr. Daily
served
as an employee for any part of fiscal 2004 and, if so, why his
consulting service agreement does not meet the definition of a
long-
term incentive plan in Item 402(a)(6)(iii) of Regulation S-B. If
you
determine that Mr. Daily was an employee in 2004 and his
consulting
agreement meets the definition of a long-term incentive plan,
please
revise your summary compensation table to include the dollar value
of
all payouts under the agreement.  In your response please show us
what your revised disclosure will look like.

Item 14 - Principal Accountant Fees and Services, page 24

9. Revise your disclosure to include the last two fiscal years,
December 31, 2004 and 2003, of fees billed by your independent
accountant for professional services rendered in connection with
the
audit, audit related, tax and all other fees.  See Item 9(e) of
Schedule 14A.

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  File your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

		You may contact Brian V. McAllister at (202) 551-3341
or,
in his absence, the undersigned at (202) 551-3841 if you have any
questions regarding comments on the financial statements and
related
matters.

									Sincerely,

									Michael Moran
									Accounting Branch
Chief
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Mr. Krakonchuk
Versatech USA Inc.
June 1, 2005
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