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

                                   FORM 10-K/A
                                (Amendment No. 1)
                            -------------------------

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


(MARK ONE)

      |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            FOR THE FISCAL YEAR ENDED: MAY 31, 2004

                                       OR

      |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM ________________ TO ________________

                        COMMISSION FILE NUMBER: 001-15503
                           --------------------------

                                 WORKSTREAM INC.
             (Exact name of Registrant as specified in its charter)

            CANADA                                          N/A
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

    495 MARCH ROAD, SUITE 300
         OTTAWA, ONTARIO                                          K2K 3G1
(Address of principal executive offices)                         (zip code)

                                 (613) 270-0619
              (Registrant's telephone number, including area code)
                           --------------------------

<PAGE>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                        NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                      ON WHICH REGISTERED

COMMON SHARES, NO PAR                   BOSTON STOCK EXCHANGE
VALUE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                           COMMON SHARES, NO PAR VALUE
                           ---------------------------
                                (TITLE OF CLASS)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes |X|    No |_|


      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |_|   No |X|

      The aggregate market value of the outstanding voting and non-voting common
equity held by non-affiliates of the registrant, computed by reference to the
price at which the common equity was last sold as of the last business day of
the registrant's most recently completed second fiscal quarter, was $23,208,513.
Common shares held by each executive officer and director and by each person who
owned 10% or more of the outstanding common shares as of such date have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.

      The total number of common shares, no par value per share, outstanding on
October 22, 2004 was 41,289,422, excluding 1,046,549 shares held in escrow.

      DOCUMENTS INCORPORATED BY REFERENCE

      None.

<PAGE>

                                 WORKSTREAM INC.
                                   FORM 10-K/A
                                TABLE OF CONTENTS

ITEM                                                                        PAGE
                                    PART III

12.   Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters....................................... 1

                           EXPLANATORY NOTE

      This Amendment No. 1 on Form 10-K/A (this "Amendment") amends
the Registrant's Annual Report on Form 10-K for the fiscal year ended
May 31, 2004, originally filed on August 13, 2004 (the "Original
Filing"). The Registrant hereby amends Item 12 of Part III to include
the information required to be filed with the Securities and Exchange
Commission. In addition, in connection with the filing of this
Amendment and pursuant to the rules of the Securities and Exchange
Commission, the Registrant is including with this Amendment certain
currently dated certifications.

      Except as described above, no other changes have been made to
the Original Filing.

<PAGE>

                                    PART III

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLANS

      The following table sets forth certain information regarding our
equity compensation plans as of May 31, 2004:

                 EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                              NUMBER OF SECURITIES TO        WEIGHTED-AVERAGE        NUMBER OF SECURITIES
                              BE ISSUED UPON EXERCISE       EXERCISE PRICE OF       REMAINING AVAILABLE FOR
                              OF OUTSTANDING OPTIONS,       OUTSTANDING OPTIONS,     FUTURE ISSUANCE UNDER
                               WARRANTS AND RIGHTS          WARRANTS AND RIGHTS    EQUITY COMPENSATION PLANS
-------------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                       <C>
PLAN CATEGORY
Equity compensation plans
approved by security                 1,591,503                   $ 2.17                    1,205,070
holders
-------------------------------------------------------------------------------------------------------------
Equity compensation plans
not approved by security               250,000                    $2.70                            --
holders (1)
-------------------------------------------------------------------------------------------------------------
            Total........            1,841,503                    $2.24                    1,205,070
-------------------------------------------------------------------------------------------------------------
</TABLE>

      (1)   In connection with our acquisition of the technology and assets of
            Tech Engine, Inc. in October 2001, we entered into employment
            agreements with two former employees of Tech Engine. Pursuant to
            those employment agreements, we issued options to purchase an
            aggregate of 250,000 common shares at an exercise price of $2.70 per
            share. These options are fully vested and were granted outside of
            the terms our stock option plan then in effect.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding the
beneficial ownership of our common shares as of September 27, 2004, by: (i) each
person known by us to be the beneficial owner of more than five percent (5%) of
our common shares; (ii) each director and nominee for election as director of
Workstream; (iii) each Named Executive Officer; and (iv) all executive officers
and directors as a group. Unless otherwise indicated, the principal address of
each beneficial owner listed below is c/o Workstream Inc., 495 March Road, Suite
300, Ottawa, Ontario, Canada K2K 3G1.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                NUMBER OF COMMON SHARES
NAME & ADDRESS OF  BENEFICIAL OWNER             BENEFICIALLY OWNED (1)             PERCENTAGE OF CLASS
-------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                                <C>
Michael Mullarkey                                      4,275,000                          10.2%
-------------------------------------------------------------------------------------------------------------
Paul Champagne                                         3,463,625                          8.2%
P.O. Box 4085 Station A Toronto, Ontario
M5W2X6
-------------------------------------------------------------------------------------------------------------
William Blair Small Cap Growth Fund                    2,418,160                          5.7%
222 West Adams Street
Chicago, IL 60606
-------------------------------------------------------------------------------------------------------------
Matthew Ebbs                                          113,333 (2)                           *
-------------------------------------------------------------------------------------------------------------
Michael Gerrior                                        37,667(3)                            *
-------------------------------------------------------------------------------------------------------------
Thomas Danis                                           13,333(4)                            *
-------------------------------------------------------------------------------------------------------------
Cholo Manso                                            35,333(5)                            *
-------------------------------------------------------------------------------------------------------------
Arthur Halloran                                        6,667(6)                             *
-------------------------------------------------------------------------------------------------------------
Steve Singh                                               --                               --
-------------------------------------------------------------------------------------------------------------
David Polansky                                         16,667(7)                            *
-------------------------------------------------------------------------------------------------------------
All executive officers and directors as a            4,505,000 (8)                        10.7%
group (9 persons)
-------------------------------------------------------------------------------------------------------------
</TABLE>

*     Less than 1%

(1)   With respect to each stockholder, includes any shares issuable upon
      exercise of options and conversion of convertible notes held by such
      stockholder that are or will become exercisable or convertible within 60
      days of September 27, 2004.
(2)   Consists of 113,333 common shares issuable upon the exercise of stock
      options.
(3)   Includes 7,667 common shares issuable upon the exercise of stock options.
(4)   Consists of 13,333 common shares issuable upon the exercise of stock
      options.
(5)   Includes 13,333 common shares issuable upon the exercise of stock options.
(6)   Consists of 6,667 common shares issuable upon the exercise of stock
      options.
(7)   Consists of 16,667 common shares issuable upon the exercise of stock
      options.


                                       2
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       WORKSTREAM INC.


                                       By:/s/ Michael Mullarkey
                                       -----------------------------------------
                                       Michael Mullarkey,
                                       President, Chief Executive Officer and
                                       Chairman of the Board
Dated:   November 1, 2004


                                       3
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description

31.1              Certification of Michael Mullarkey pursuant to Rule
                  13a-14(a)/15d-14(a).

31.2              Certification of David Polansky pursuant to Rule
                  13a-14(a)/15d-14(a).

32.1              Certification of Michael Mullarkey pursuant to 18 U.S.C.
                  Section 1350.

32.2              Certification of David Polansky pursuant to 18 U.S.C. 1350.