SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report: ~~July~~October 920, ~~2007~~2008

(Date of earliest event reported)

VERSADIAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-28195	11-3535204
(State or other	(Commission File	(IRS Employer
jurisdiction of incorporation)	Number)	Identification No.)

305 Madison Avenue, New York, NY	10165
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code (212) 986-0886 ~~(Issuer’s telephone number)~~

_________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o¨ Written ~~communications~~ communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o¨ Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4c)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~July 9~~October 20, ~~2007~~2008 weInnopump, Inc., our wholly owned subsidiary, entered into an unsecured ~~Amendment~~loan Noagreement with Sea Change Group, LLC (“Sea Change”). 1Sea Change is the sublicensor to us of the ~~Secured~~patented ~~Line~~technology Ofused ~~Credit~~in ~~Agreement~~the manufacture ~~dated~~of our ~~February~~proprietary 1,products. ~~2007~~The ~~(“Amendment~~loan ~~No.~~is ~~1”)~~for ~~with~~a ~~Fursa~~principal ~~Alternative~~amount ~~Strategies~~of $3,445,750, ~~LLC~~matures on June 29, ~~acting~~2009, onbears ~~behalf~~interest at the rate of anone ~~affiliated~~and ~~investment~~eighty ~~fund~~three hundredths percent (~~“Lender”)~~1.83%) Weper ~~had~~month payable in arrears on the first day of ~~disclosed~~each month ~~our~~and ~~entry~~obligates ~~into~~us ~~the~~to ~~Secured~~pay ~~Line~~a facility fee of ~~Credit~~$400,000 ~~Agreement~~at inmaturity, a commitment ~~Current~~fee of $250,000 upon execution of the loan and an in kind monitoring ~~Report~~fee onin ~~Form~~the ~~8-K~~amount ~~dated~~of ~~February~~$100,000 per month for five (5) consecutive months commencing on November 1, ~~2007~~2008 and ~~filed~~terminating on ~~February~~March 71, ~~2007,~~2009 ~~and~~payable at ~~subsequently~~maturity. ~~amended~~The byloan ais ~~filing~~not onprepayable ~~June~~before 22March 1, ~~2007~~2009.

~~Amendment~~In ~~No.~~order to 1provide ~~increased~~such ~~the~~funds, ~~amount~~Sea ofChange ~~the~~entered ~~line~~into ofa ~~credit~~loan ~~available~~transaction towith usa ~~from $3,000,000~~third toparty ~~$4,000,000~~lender. ~~that~~Innopump’s ~~may~~payment beobligations ~~drawn~~under ~~upon~~the terms of its loan agreement with aSea ~~Maturity~~Change ~~Date~~are ofequivalent ~~February~~to 1,Sea ~~2008, which~~Change’s ~~may~~payment beobligations ~~extended~~to its ~~for~~lender anwith ~~additional~~the 3consequence ~~months.~~that Aall ~~copy~~loan ofpayments ~~Amendment~~made ~~No.~~by 1Innopump to isSea ~~filed~~Change aswill ~~Exhibit~~in ~~10.1~~turn tobe ~~this~~paid ~~report~~by ~~and~~Sea isChange ~~incorporated~~to in its ~~entirety~~lender.

~~The~~Further, ~~Lender~~in isorder to obtain the ~~investment~~loan, ~~advisor~~Sea Change required the cooperation of Gerhard Brugger, who is the licensor to ~~Fursa~~Sea ~~Master~~Change ~~Global~~of ~~Event~~the ~~Driven~~patented ~~Fund,~~technology Lsublicensed to us.P Sea Change, in consideration for Mr. Brugger’s cooperation, ~~which~~agreed isto aprovide ~~party~~cash tocollateral afor ~~Securities~~its ~~Purchase~~payment ~~Agreement~~obligations ~~with~~to ~~the~~Mr. ~~Company dated~~Brugger ~~August~~under 9,its ~~2006~~License Agreement of $895,750, aswhich ~~amended~~we agreed to fund out of the loan proceeds. ToWhere we comply with the ~~extent~~terms ~~that~~of ~~Fursa~~our ~~Master~~loan ~~Global~~agreement ~~Event~~with ~~Driven~~Sea Change, ~~Fund,~~this ~~L.P~~amount ~~had~~shall tobe ~~consent~~a tocredit ~~Amendment~~against Noour obligations. 1,No ~~such~~changes ~~consent~~were ~~was~~made ~~secured~~in our sublicense agreement with Sea Change in connection with this loan.

InSea ~~conjunction~~Change ~~with~~is ~~Amendment~~an ~~No.~~affiliate 1,of weours ~~paid~~as amembers ~~$30,000~~of ~~arrangement~~our ~~fee~~Board toof ~~the~~Directors own ~~Lender,~~approximately ~~which~~69% isof ~~deemed fully earned upon~~ the ~~Lender’s~~outstanding ~~entry~~membership ~~into~~interests ~~Amendment~~of NoSea Change. 1.Proceeds Wefrom ~~also agreed to pay to~~ the ~~Lender~~loan awill ~~waiver~~enable ~~fee~~us ofto ~~$50,000,~~continue ~~payable~~to ~~on the earlier~~conduct ~~of September 30, 2007 or~~ our ~~obtaining additional financing~~operations, ~~as referred~~ toallowing inus ~~Amendment No.1. The waiver fee is payable for our failure~~ to ~~appoint a chief~~fulfill ~~operating~~outstanding ~~officer~~orders and ~~meet~~remain ~~certain financial covenants, as referred to~~ in ~~Amendment~~ ~~No.~~good 1.standing ~~The waiver also requires us, no later than September 30, 2007,~~with ~~to establish a comprehensive financing plan that addresses~~ our ~~funding needs~~ ~~for at least 18 months following September 30, 2007~~vendors.

~~ITEM~~Reference 2is hereby made to the Loan Agreement annexed hereto as Exhibit 10.~~03 CREATION~~1 for more OFdetailed Ainformation ~~DIRECT~~regarding ~~FINANCIAL~~the ~~OBLIGATION~~loan transaction including, but not limited to, the events of default and indemnification provisions.

~~See~~ITEM ~~Item~~2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN ~~1.01~~OFF-BALANCE ~~above.~~SHEET ARRANGEMENT OF A REGISTRANT

(a) See information set forth in Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

10.1 ~~Amendment~~ ~~No.~~Loan Agreement 1 dated ~~July~~October 920, ~~2007~~2008 tobetween ~~Secured~~Sea ~~Line~~Change ofGroup, ~~Credit~~LLC ~~Agreement~~and Innopump, Inc.

10.2 Form of Note.

SIGNATURES

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

	VERSADIAL, INC.
Date: July 12, 2007	By:	/s/ Geoffrey Donaldson
Date: October 24, 2008
		Geoffrey Donaldson
	By:	/s/ Geoffrey Donaldson
		Chief Executive Officer
	Geoffrey Donaldson
	Chief Executive Officer

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