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: ~~October~~March 203, ~~2008~~2009

(Date of earliest event reported)

VERSADIAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-28195	~~000~~11-~~28195~~3535204	~~11-3535204~~
(State or other		(Commission File	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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 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 ~~October~~ ~~20, 2008 Innopump, Inc., our wholly owned subsidiary, entered into~~March an unsecured loan agreement with Sea Change Group, LLC (“Sea Change”). Sea Change is the sublicensor to us of the patented technology used in the manufacture of our proprietary products. The loan is for a principal amount of $3,~~445,750, matures~~ ~~on June 29,~~ 2009, ~~bears~~we ~~interest~~entered atinto ~~the rate of one and eighty~~ three ~~hundredths~~ ~~percent~~material ~~(1.83%)~~definitive per month payable in arrears on the first day of each month and obligates us to pay a facility fee of $400,000 at maturity, a commitment fee of $250,000 upon execution of the loan and an in kind monitoring fee in the amount of $100,000 per month for five (5) consecutive months commencing on November 1, 2008 and terminating on March 1, 2009 payable at maturityagreements. ~~The loan is not prepayable before March 1, 2009.~~

InThe first ~~order to~~material ~~provide~~definitive ~~such~~agreement ~~funds,~~is ~~Sea Change entered into~~ a ~~loan~~binding ~~transaction~~term ~~with~~sheet a(“Term ~~third party~~Sheet”) ~~lender. Innopump’s payment obligations under the terms of its loan agreement~~ with ~~Sea Change are equivalent to Sea Change’s payment obligations to~~Fursa ~~its~~Master ~~lender~~Global ~~with~~Event ~~the~~Driven ~~consequence~~Fund, ~~that~~L.P. ~~all~~(“Fursa”), ~~loan~~which ~~payments~~is ~~made~~set byforth ~~Innopump~~as toExhibit ~~Sea Change~~10.1 ~~will in turn be paid by Sea Change~~ to ~~its~~this ~~lender~~Report.

~~Further,~~The insecond ~~order~~material todefinitive ~~obtain the loan~~agreement, ~~Sea~~as ~~Change~~contemplated ~~required~~by the ~~cooperation~~Term ~~of Gerhard Brugger~~Sheet, ~~who~~ is ~~the licensor to Sea Change of the patented technology~~an ~~sublicensed~~Advances toAgreement ~~us.~~with ~~Sea~~Fursa ~~Change,~~(“Advances inAgreement”) ~~consideration~~which ~~for~~is ~~Mr.~~set ~~Brugger’s~~forth ~~cooperation,~~as ~~agreed~~Exhibit ~~to provide cash collateral for its payment obligations to Mr~~10.2 ~~Brugger under its License Agreement of $895,750, which we agreed~~ to ~~fund out of the loan proceeds. Where we comply with the terms of our loan agreement with Sea Change,~~ this ~~amount shall be a credit against our obligations~~Report. ~~No changes were made in our sublicense agreement with Sea Change in connection with this loan.~~

~~Sea~~The third ~~Change~~material isdefinitive anagreement, ~~affiliate of ours~~ as ~~members~~contemplated ofby ~~our~~the ~~Board~~Term ofSheet, ~~Directors~~is ~~own~~a ~~approximately~~Settlement ~~69%~~and ofMutual ~~the~~Release ~~outstanding~~Agreement ~~membership~~(“Settlement ~~interests~~Agreement”) ofwhich ~~Sea~~is ~~Change.~~set ~~Proceeds~~forth ~~from~~as ~~the~~Exhibit ~~loan~~10.3 ~~will enable us~~ to ~~continue~~this ~~to conduct our operations, allowing us to fulfill outstanding orders and remain in good standing with our vendors~~Report.

~~Reference~~The Term isSheet ~~hereby~~contemplates ~~made~~the resolution of all obligations outstanding under (i) our Senior Secured Convertible Redeemable Promissory Note dated August 9, 2006 (as amended to date, the ~~Loan~~“Convertible Note”) issued in favor of Fursa, (ii) a certain Security Agreement ~~annexed~~dated ~~hereto~~August 9, 2006 , as ~~Exhibit~~amended, ~~10.1~~from ~~for~~us to Fursa, (iii) a certain Security ~~more detailed~~Agreement ~~information~~dated ~~regarding~~August ~~the~~9, ~~loan~~2006, ~~transaction~~as ~~including~~amended, from ~~but~~our ~~not~~Innopump, ~~limited~~Inc. subsidiary to, Fursa ~~the~~and ~~events~~(iv) ofall ~~default~~related and ~~indemnification~~ancillary ~~provisions~~documents (collectively, “Loan Documents”).

~~ITEM~~The Term ~~2.03~~Sheet ~~CREATION~~also OFprovides Athat ~~DIRECT~~we ~~FINANCIAL~~shall ~~OBLIGATION~~take ORall ANsteps ~~OBLIGATION~~reasonably ~~UNDER~~necessary ANor ~~OFF-BALANCE~~required ~~SHEET~~to ~~ARRANGEMENT~~enable OFus Ato ~~REGISTRANT~~offer, on a best efforts basis, pursuant to a private placement, up to $10,000,000, but in no case less than $8,000,000 in aggregate principal face amount of Senior Secured Convertible Notes with warrant coverage to third party investors on such terms and conditions as may be agreed to between Fursa and us (the “New Convertible Debt Placement”). The Term Sheet contemplates that we effect a closing of the New Convertible Debt Placement by July 2, 2009.

~~(a)~~Pursuant ~~See~~to the Advances Agreement, Fursa advanced $500,000 to us on March 3, 2009 and ~~information~~agreed to use its best efforts thereafter on the first day of each of the four succeeding months to make additional advances of $250,000 each to us, on the terms and conditions set forth in ~~Item~~the 1Advances Agreement.01 ~~above~~The terms and conditions for the making of each additional advance are set forth in the Advances Agreement.

Under the terms of the Advances Agreement, the principal amount of each advance made thereunder shall be added to the principal amount of the Convertible Note and the principal amount of the Convertible Note shall be deemed to have accrued no interest during the period of time from August 9, 2008 until and including July 1, 2009.

The Settlement Agreement was entered into by us and certain of our affiliates, on the one hand, and Fursa and certain of its affiliates, on the other hand.

The Settlement Agreement released, among other things, all claims and obligations of the parties thereto as they related to a commitment of Fursa to participate in a private placement of our securities, as set forth in a letter from Fursa to us dated November 26, 2007 and provides for the dismissal, with prejudice, of the lawsuit previously commenced by us against Fursa and certain of its affiliates on account of, among other things, such letter.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET OF A REGISTRANT

See the information set forth in Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

10.1 ~~Loan Agreement~~ Term Sheet dated ~~October~~as 20of March 3, ~~2008~~2009 between ~~Sea~~FURSA ~~Change~~Master ~~Group~~Global Event Driven Fund, ~~LLC~~L.P. and ~~Innopump~~Versadial, Inc.

10.2	Advances Agreement dated as of March 3, 2009 between FURSA Master Global Event Driven Fund, L.P. and Versadial, Inc.

10.3	Settlement and Mutual Release Agreement dated as of March 3, 2009.

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: October 24, 2008
Date: March 9, 2009	By:	/s/ Geoffrey Donaldson
	By:	/s/ Geoffrey Donaldson
		Geoffrey Donaldson
	Geoffrey Donaldson
		Chief Executive Officer
	Chief Executive Officer

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