SecProbe.io

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                                   July 8, 2005

Mr. Brian McAllister
United States
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     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. McAllister:

     The following letter in response to your letter dated June 1, 2005
concerning your review of above referenced filing.  As requested, my
responses are keyed to your comments and suggested revisions.

Front Cover, page 1

2.   File number 0-22729 will be revised to 33-91240 on all filings.

Part 11- Other Information, page 5
Item 6 - Management's Discussion and Analysis, page 6

3.   At the present time, Versatech is not generating substantial revenue
     from its operations. As a result, Versatech' ability to continue in
     operation is largely dependent on it being able to raise funds. Over
     the next twelve months Versatech expects to be able to meet its cash
     requirements through loans obtained from officers and directors of
     the Corporation. Towards this end, Steve Krakonchuk, Versatech'
     Chairman, has advised the Corporation that he is prepared to loan up
     to $1 Million to it on terms and conditions to be agreed on. These
     terms and conditions will be negotiated and voted on by disinterested
     directors so as to insure that the best interests of the Corporation
     are provided for.

Report of Independent Registered Public Accounting Firm, page 9

4.   To the Audit Committee of the Board of Directors and Stockholders
     Versatech USA Inc.
     Bellevue, WA

     We have audited the accompanying consolidated balance sheets of
     Versatech USA Inc. and subsidiaries (the Company) as of December 31, 2004
     and 2003, and the related consolidated statements of operations, changes
     in the consolidated statements of stockholders' equity and consolidated
     statements of cash flows for the years ended December 31, 2004 and 2003.
     These consolidated financial statements are the responsibility of the
     Company's management. Our responsibility is to express an opinion on
     these financial statements based on our audits.

     We conducted our audits in accordance with standards of the Public
     Company Accounting Oversight Board (United States). Those standards
     require that we plan and perform the audit to obtain reasonable
     assurance about whether the consolidated financial statements are free
     of material misstatement. The Company has determined that it is not
     required to have, nor were we engaged to perform, an audit of its
     internal control over financial reporting. An audit includes examining,
     on a test basis, evidence supporting the amounts and disclosures in
     the consolidated 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 accompanying consolidated balance sheets as of
     December 31, 2004 and 2003 and the related consolidated statements
     of operations, changes in consolidated statements of stockholders'
     equity and consolidated statements of cash flows for the years ended
     December 31, 2004 and 2003 present fairly, in all material respects,
     the financial position of the Company as of December 31, 2004, and
     the results of operations and cash flows for the years then ended in
     conformity with accounting principles generally accepted in the
     United States of America.

     The accompanying consolidated financial statements have been prepared
     assuming that the Company will continue as a going concern. The
     Company has incurred ongoing operating losses and does not currently
     have financing commitments in place to meet expected cash requirements
     through 2004. Additionally, the Company is in default on its debt
     obligations. These conditions raise substantial doubt about the
     Company's ability to continue as a going concern. The financial
     statements do not reflect the possible future effects on the
     recoverability and classification of assets or the amounts and
     classifications of liabilities that may result from the outcome of
     this uncertainty.

     Chisholm, Bierwolf & Nilson
     Bountiful Utah

<PAGE>

Item 7 - Financial Statements, page 7
General

5.   The only asset identified with hgh Unitropin was inventory of
     approximately $8000, there were no liabilities associated with this
     line. These assets were subsequently written-off against cost of
     goods sold during the audit of 2003. They probably should have been
     written-off against an other expense or discontinued operations,
     however, it was determined due to materiality to leave it where it
     was booked. There were no liabilities associated with the hgh
     Unitropin and nothing exists to date dealing with it either.

Note 4 - Notes Payable, page 20

6.   Clarification concerning convertible note payable to officer in
     the amount of $36,126. The note is not convertible and disclosure
     will be made as follows:

             During 2001, a shareholder and officer of the Company loaned
             the Company $25,000. During 2003, the shareholder/officer
             loaned the Company an additional $11,126. Both amounts
             bear interest at 8% and are due on demand. As of
             December 31, 2004 the total loan balance remained at $36,126
             and accrued interest was $17,602.

Item 8A - Controls and Procedures, page 22

7.   Controls and procedures are operating effectively as of December 31,
     2004. At this time Steve Krakonchuk is the only certifying officer
     of the Company. The revised 302 Certification as follows:

            4. As the sole certifying officer I am responsible for
               establishing and maintaining disclosure controls and
               procedures (as defined in Exchange Act Rules 13a-14 and
               15d-14 for the registrant.

            5. As the sole certifying officer, I have disclosed based
               on our most recent evaluation, to the registrant's
               auditors of the registrant's Board of Directors.

            6. As the sole certifying officer, I have indicated in this
               quarterly report whether or not there were significant
               changes in internal controls or in other factors that
               could significantly affect internal controls subsequent
               to the date of our most recent evaluation, including any
               corrective actions with regard to significant deficiencies
               and material weaknesses.

Item 10 - Executive Compensation Table, page 22

8.   Mr. Daily was not an employee during 2004 and therefore the Regulation
     cited is not applicable. Mr. Daily's employment ended in February 2003
     and he resigned his directorship in December 2003. Separately, the
     Company entered into a Consulting Service Agreement with Mr. Daily to
     enable continuity of availability of Mr. Daily's services. Reference
     Item 6 of 10KSB 2003 Mr. Krakonchuk received $50,000 in accrued wages
     in 2004.

Item 14 - Principal Accountant Fees and Services, page 24

9.   Aggregate accounting fees are as follows: 2004 - $11,155 and
     2003 - $11,466

The Company is responsible for the adequacy and accuracy of the disclosure
in the filing.

Sincerely,

<STEVE KRAKONCHUK>
Steve Krakonchuk
Chairman & CEO
Versatech USA
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