As filed with the Securities and Exchange Commission
                        on April 16, 2003

-----------------------------------------------------------------
                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933


                          VERSATECH, INC.
      (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.)

              421 E. Drinker Street, Dunmore, PA 18512
  (Address of Principal Executive Offices, Including Zip Code)

             Employee and Consultant Stock Payment Plan
                      (Full Title of the Plan)

                      STEVE KRAKONCHUK, PRESIDENT
                            VERSATECH, INC.
              421 E. Drinker Street, Dunmore, PA 18512
                            (570) 342-9202
               (Name and Address, including Zip Code,
        Telephone Number and Area Code, of Agent for Service)

<TABLE>
<CAPTION>

                                    CALCULATION OF REGISTRATION FEE
=================================================================================================
Title Of                                 Proposed           Proposed
Securities                               Maximum            Maximum
To Be                  Amount To Be      Offering Price     Aggregate Offering  Amount Of
Registered             Registered        Per Share (1)      Price (1)           Registration Fee
-------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                <C>                 <C>
Common Stock,
par value $.0003       500,000 Shares    $0.01              $5,000.00           $0.41
=================================================================================================
<FN>
(1)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee, on
         the basis of the average of the bid and asked prices of the common
         stock on the OTC Bulletin Board on March 28, 2003.
</TABLE>
<PAGE>

                              PART II.

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     VersaTech, Inc. (the "Company" or "Registrant") incorporates
by reference into this registration statement the following
documents:

     (a)     The Registrant's latest annual report, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that contains audited
financial statements for the Registrant's fiscal year ended
December 31, 2001;

     (b)     The Registrant's Quarterly Reports on Form 10-QSB for
the Quarters Ended March 30, 2002, June 30, 2002 and
September 30, 2002; and

     (c)     The description of the Registrant's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on June 20,
1997.

     (d)     All other reports and documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Partners of Rosenfeld & Kaplan, LLP. will receive
shares of stock of VersaTech, Inc. pursuant to this Registration
Statement in payment for legal services that have been rendered.
Prior to this Registration Statement, partners of Rosenfeld
& Kaplan, LLP. have received common stock of VersaTech, Inc. in
compensation for legal services.


                           -2-

<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 78.751 of the Nevada Revised Statutes empowers a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or enterprise.  Depending on the character of the
proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgements, fines and amounts paid
in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted
in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no cause
to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which
such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper. Section 78.751 further provides that to the extent
a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in
the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by him or her in connection
therewith.

     The Company's Articles of Incorporation and By-Laws provide
in effect that the Company may indemnify to the full extent of
its power to do so, all Directors, Officers, employees, and
agents.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.




                             -3-
<PAGE>

ITEM 8.  EXHIBITS

     The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-B).

     No.      Exhibit
     -----------------------------------------------------------
     5.0      Opinion of Counsel re: legality
     23.0     Consent of Counsel (included in Exhibit 5.0)
     23.1     Consent of Accountant
     99.0     Board Resolution


ITEM 9.  UNDERTAKINGS

     The Registrant undertakes that it will submit the plan and
any amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Vancouver, Province of British Columbia, Canada, on this
2nd day of April, 2003.

                                   VERSATECH, INC.

                                   By: /s/ STEVE KRAKONCHUK
                                   -----------------------------
                                   Steve Krakonchuk
                                   President, principal financial
                                   officer and duly authorized
                                   Officer



                         -4-
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.

Name                        Title                 Date
----                        -----                 ----

/s/ STEVE KRAKONCHUK        President, CEO        April 3, 2003
----------------------      & Director
Steve Krakonchuk
(principal executive officer,
principal financial officer
and director)

/s/ GARY STAFFORD           Director              April ___, 2003
----------------------
Gary Stafford
(director)

/s/                         Director              April __, 2003
----------------------
Michael J. Daily
(director)

/s/ ANTHONY SPIRITOSANTO    Director              April 4, 2003
----------------------
Anthony Spiritosanto
(director)




                            -5-
[{"type": "S-8", "sequence": "1", "filename": "s-8_040203.txt", "description": "S-8", "secsgml_size_bytes": 9132}]
{"company-data": {"conformed-name": "VERSATECH INC", "cik": "0000933954", "assigned-sic": "5900", "irs-number": "880330263", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104558", "film-number": "03651633"}, "business-address": {"street1": "421 E. DRINKER STREET", "city": "DUNMORE", "state": "PA", "zip": "18512", "phone": "5703429202"}, "mail-address": {"street1": "421 E. DRINKER STREET", "city": "DUNMORE", "state": "PA", "zip": "18512"}, "former-company": {"former-conformed-name": "D H MARKETING & CONSULTING INC", "date-changed": "19950417"}}
As filed with the Securities and Exchange Commission
                        on April 16, 2003

-----------------------------------------------------------------
                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933

                          VERSATECH, INC.
      (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.)

              421 E. Drinker Street, Dunmore, PA 18512
  (Address of Principal Executive Offices, Including Zip Code)

             Employee and Consultant Stock Payment Plan
                      (Full Title of the Plan)

                      STEVE KRAKONCHUK, PRESIDENT
                            VERSATECH, INC.
              421 E. Drinker Street, Dunmore, PA 18512
                            (570) 342-9202
               (Name and Address, including Zip Code,
        Telephone Number and Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
=================================================================================================
Title Of                                 Proposed           Proposed
Securities                               Maximum            Maximum
To Be                  Amount To Be      Offering Price     Aggregate Offering  Amount Of
Registered             Registered        Per Share (1)      Price (1)           Registration Fee
-------------------------------------------------------------------------------------------------
Common Stock,
par value $.0003       500,000 Shares    $0.01              $5,000.00           $0.41
=================================================================================================
(1)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933 solely for the purpose of calculating the registration fee, on
         the basis of the average of the bid and asked prices of the common
         stock on the OTC Bulletin Board on March 28, 2003.
PART II.

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     VersaTech, Inc. (the "Company" or "Registrant") incorporates
by reference into this registration statement the following
documents:

     (a)     The Registrant's latest annual report, filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") that contains audited
financial statements for the Registrant's fiscal year ended
December 31, 2001;

     (b)     The Registrant's Quarterly Reports on Form 10-QSB for
the Quarters Ended March 30, 2002, June 30, 2002 and
September 30, 2002; and

     (c)     The description of the Registrant's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange Commission on June 20,
1997.

     (d)     All other reports and documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities
offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Partners of Rosenfeld & Kaplan, LLP. will receive
shares of stock of VersaTech, Inc. pursuant to this Registration
Statement in payment for legal services that have been rendered.
Prior to this Registration Statement, partners of Rosenfeld
& Kaplan, LLP. have received common stock of VersaTech, Inc. in
compensation for legal services.

                           -2-
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 78.751 of the Nevada Revised Statutes empowers a
corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or
she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or enterprise.  Depending on the character of the
proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgements, fines and amounts paid
in settlement actually and reasonably incurred in connection with
such action, suit or proceeding if the person indemnified acted
in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no cause
to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification
may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence
or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which
such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall
deem proper. Section 78.751 further provides that to the extent
a director or officer of a corporation has been successful in the
defense of any action, suit or proceeding referred to above or in
the defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by him or her in connection
therewith.

     The Company's Articles of Incorporation and By-Laws provide
in effect that the Company may indemnify to the full extent of
its power to do so, all Directors, Officers, employees, and
agents.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                             -3-
ITEM 8.  EXHIBITS

     The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-B).

     No.      Exhibit
     -----------------------------------------------------------
     5.0      Opinion of Counsel re: legality
     23.0     Consent of Counsel (included in Exhibit 5.0)
     23.1     Consent of Accountant
     99.0     Board Resolution

ITEM 9.  UNDERTAKINGS

     The Registrant undertakes that it will submit the plan and
any amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Vancouver, Province of British Columbia, Canada, on this
2nd day of April, 2003.

                                   VERSATECH, INC.

                                   By: /s/ STEVE KRAKONCHUK
                                   -----------------------------
                                   Steve Krakonchuk
                                   President, principal financial
                                   officer and duly authorized
                                   Officer

                         -4-
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.

Name                        Title                 Date
----                        -----                 ----

/s/ STEVE KRAKONCHUK        President, CEO        April 3, 2003
----------------------      & Director
Steve Krakonchuk
(principal executive officer,
principal financial officer
and director)

/s/ GARY STAFFORD           Director              April ___, 2003
----------------------
Gary Stafford
(director)

/s/                         Director              April __, 2003
----------------------
Michael J. Daily
(director)

/s/ ANTHONY SPIRITOSANTO    Director              April 4, 2003
----------------------
Anthony Spiritosanto
(director)

                            -5-