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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*


Versar, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

925297103
(CUSIP Number)

December 31, 2012
(Date of Event which Requires
Filing of this Statement)


Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

    [X]  Rule 13d-1(b)
    [ ]  Rule 13d-1(c)
    [ ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).



CUSIP No.925297103	SCHEDULE 13G	Page 2 of 7


1	Name of Reporting Person	Eliot Rose Asset Management, LLC
	IRS Identification No. of Above Person	04-3649045

2	Check the Appropriate Box if a Member of a Group
			(a)	[ ]
			(b)	[ ]

3	SEC USE ONLY


4	Citizenship or Place of Organization

		Rhode Island

			5	Sole Voting Power

				394,500

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				394,500

		8	Shared Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting
Person

	394,500

10	Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions)       [ ]

11	Percent of Class Represented by Amount in Row 9

	3.49%

12	Type of Reporting Person (See Instructions)

	OO, IA


CUSIP No.925297103	SCHEDULE 13G	Page 3 of 7


1	Name of Reporting Person	Gary S. Siperstein
	IRS Identification No. of Above Person

2	Check the Appropriate Box if a Member of a Group
			(a)	[ ]
			(b)	[ ]

3	SEC USE ONLY


4	Citizenship or Place of Organization

		United States

			5	Sole Voting Power

				394,500

	NUMBER OF	6	Shared Voting Power
	SHARES
	BENEFICIALLY			-0-
	OWNED BY EACH
	REPORTING	7	Sole Dispositive Power
	PERSON WITH
				394,500

		8	Shared Dispositive Power

				-0-

9	Aggregate Amount Beneficially Owned by each Reporting
Person

	394,500

10	Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (see instructions)       [ ]

11	Percent of Class Represented by Amount in Row 9

	3.49%

12	Type of Reporting Person (See Instructions)

	OO, IN


CUSIP No.925297103	SCHEDULE 13G	Page 4 of 7


Item 1(a).	Name of Issuer.

	Versar, Inc.

Item 1(b).	Address of Issuer's Principal Executive Offices.

	6850 Versar Center, Springfield, VA  22151

Item 2(a).	Names of Persons Filing.

	Eliot Rose Asset Management, LLC and Gary S. Siperstein.

Item 2(b).	Address of Principal Business Office or, if none,
Residence.

	The office address for Eliot Rose Asset Management, LLC
and Gary S. Siperstein is 1000 Chapel View Boulevard, Suite
240, Cranston, RI  02920

Item 2(c).	Citizenship.

	Eliot Rose Asset Management, LLC is a Rhode Island
limited liability company, Gary S. Siperstein is a United
States citizen.

Item 2(d).	Title of Class of Securities.

	Common Stock

Item 2(e).	CUSIP Number.

	925297103

Item 3.	If this statement is filed pursuant to 240.13d-
1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:

(a)  [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).

(b)  [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).

(c)  [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).

(d)  [ ] Investment company registered under section 8 of the
Investment Company act of 1940 (15 U.S.C. 80a-8).

(e)  [X] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).


CUSIP No.925297103	SCHEDULE 13G	Page 5 of 7


 (f)  [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).

(g)  [X] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G). (for Gary Siperstein
only)

(h)  [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)  [ ] A church plan that is excluded form the definition
of an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C. 80a-3).

(j)  [ ] A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);

(k)  [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J), please specify the type of
institution: [ ]

Item 4.	Ownership.

	Reference is made hereby made to Items 5-9 and 11 of
pages two (2) and three (3) of this Schedule 13G, which Items
are incorporated by reference herein.

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [X].

Item 6.	Ownership of More Than Five Percent on Behalf of
Another Person.

	Not applicable.


CUSIP No.925297103	SCHEDULE 13G	Page 6 of 7


Item 7.	Identification and Classification of the
Subsidiary which Acquired the Security Being Reported on by
the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of
the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below, Eliot Rose Asset Management, LLC and
Gary S. Siperstein certify that, to the best of their
knowledge and belief, the securities referred to above on
pages two (2) and three (3), respectively, of this Schedule
13G were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in
any transaction having that purpose or effect.

Signature

	After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.


DATED:	January 30, 2013

	Eliot Rose Asset Management, LLC


	/s/ Gary S. Siperstein
	_____________________________
	By:  Gary S. Siperstein
	its: Managing Member


	Gary S. Siperstein


	/s/ Gary S. Siperstein
	_____________________________
	By:  Gary S. Siperstein


CUSIP No.925297103	SCHEDULE 13G	Page 7 of 7


Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)

Neither the filing of this Schedule nor any of its contents
shall be deemed to constitute an admission that Eliot Rose
Asset Management LLC or Mr. Siperstein is for any other
purpose the beneficial owner of any of the securities, and
each of Eliot Rose Asset Management and Mr. Siperstein
disclaims beneficial ownership as to these securities except
to the extent of his or its direct pecuniary interests
therein.