<PAGE>

                                  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, 2003
                                       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
$24,023,659.  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 September 23, 2003 was 22,413,122, excluding 654,204 escrow shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

         None.


<PAGE>


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

<TABLE>
<CAPTION>
ITEM                                                                                                PAGE

                                    PART III
<C>                                                                                                   <C>
10. Directors and Executive Officers of the Registrant ...........................................    1
11. Executive Compensation .......................................................................    4
12. Security Ownership of Certain Beneficial Owners and Management and Related
    Stockholder Matters ..........................................................................    8
13. Certain Relationships and Related Transactions ...............................................   10
</TABLE>


                                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, 2003,
originally filed on August 27, 2003 (the "Original  Filing").  The Registrant is
refiling Part III to include the information required by items 10, 11, 12 and 13
to Part III within the period required by General Instruction G(3) to Form 10-K.
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.  The Registrant will
also include the  information  contained  herein in its proxy  statement for its
2003 Annual Meeting of Shareholders.

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



<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


         The following  table lists the name,  age and positions held by each of
our executive officers and directors:

Name                 Age    Position
----                 ---    --------

Michael Mullarkey    35     Chairman of the Board of Directors,
                            President and Chief Executive Officer (1)
Thomas Danis         56     Director (1)(2)
Matthew Ebbs         38     Director (1)(2)
Michael Gerrior      53     Director (1)
Arthur Halloran      57     Director (1)
Cholo Manso          40     Director (1)(2)
David Polansky       38     Chief Financial Officer
Phyllis Cross        49     Vice President, Recruiting Services and Technology
Tammie Brown         39     Vice President of Human Resources

     (1)  Term expires at 2003 annual meeting of shareholders.
     (2)  Member of the Audit Committee of the Board of Directors.


Michael Mullarkey has been the Chairman of our Board of Directors since November
2001 and our Chief  Executive  Officer  since  April 2001.  In April  2003,  Mr.
Mullarkey assumed the  responsibilities  of President,  a position he previously
served from April 2001 until November 2001. From January 2001 to April 2001, Mr.
Mullarkey  was a major  investor in Paula Allen  Holdings,  Inc., a full service
outplacement  firm in the United States,  which we acquired in April 2001.  From
January 1998 to September  1999,  Mr.  Mullarkey was the co-founder and managing
director of Information  Technology  Mergers & Acquisitions,  LLC, an investment
capital  group  managing  private  equity  funding  and  investing  in  emerging
technology markets and  organizations.  From March 1997 to December 1998, he was
the Senior  Vice  President  of sales and  marketing  for Allin  Corporation,  a
publicly  traded  enterprise  solution  provider.  From October 1989 to February
1997, Mr.  Mullarkey was Vice President and General Manager at Sony  Corporation
of America, a US subsidiary of Sony Corporation.

Thomas Danis joined our Board of Directors and audit committee in July 2001. Mr.
Danis is currently the Managing  Director of Aon  Corporation.  During 2001, Mr.
Danis was the Market Area Leader for Southern  California with Aon Risk Services
and was  responsible  for the offices in this area. From 1993 to 2000, Mr. Danis
was the Managing Director of the Mergers & Acquisitions  Practice as Global Head
Senior  Executive of Sales in charge of the sales offices of the mid-River  area
of  Aon  Risk  Services.   Mr.  Danis  serves  on  the  Board  of  Directors  of
International  Wire Group,  Inc., which  manufactures and markets wire products,
and the Board of Directors of its parent,  International  Wire Holding  Company.
International Wire Group, Inc. files reports pursuant to the Securities Exchange
Act of 1934.


<PAGE>

Matthew  Ebbs has been a member of our Board of  Directors  and audit  committee
since October 1999.  Presently,  Mr. Ebbs is the Recovery  Service  Manager with
Export Development  Corporation.  Until October 2001, Mr. Ebbs was the Chairman,
Chief  Executive  Officer and a director  of  LuxurySquare.com  Corporation,  an
electronic  business and online  catalogue  company.  From January 1997 to April
1999,  Mr. Ebbs was an attorney at  Perley-Robertson,  Hill & McDougall LLP, our
Canadian legal counsel.

Michael  Gerrior has been a member of our Board of  Directors  since April 2001.
From 1988 to present, Mr. Gerrior has been a partner at Perley-Robertson, Hill &
McDougall LLP, our Canadian legal counsel.  Mr. Gerrior assists his clients with
mergers and acquisitions,  securities matters and corporate  governance.  He has
concluded private placements, venture capital transactions, and public offerings
on various exchanges,  including NASDAQ,  the TSX Venture Exchange,  the Toronto
Stock Exchange and the Montreal Exchange.

Arthur Halloran has been a member of our Board of Directors since May 2001. From
October 2001 until April 2003,  Mr.  Halloran  also served as our  President and
Chief Operating Officer.  From October 1989 until October 2001, Mr. Halloran was
with Sony  Electronics  Inc., with his most recent position being Senior General
Manager  Specialty  Sales and  Marketing  where he was  responsible  for  retail
operations  and incentive  marketing.  From  September  1999 to April 2000,  Mr.
Halloran was the President,  Business  Solutions  Company,  responsible  for the
creation  and  development  of the first Sony company to address all of the Sony
Electronic  business  units.  From December 1990 to September 1999, Mr. Halloran
was the Vice President,  Diversified  Markets,  where he was responsible for the
non-retail/non-traditional markets of Sony Electronics.

Cholo Manso  joined our Board of  Directors  and audit  committee  in July 2001.
Since  January  2002,  Mr.  Manso has served as the Chief  Executive  Officer of
Netlano Services Inc., which is a Managed Service Provider of mobility  software
applications.  From September 1999 to present,  Mr. Manso has been the President
of Avemore  International  Inc.,  which is a consulting  company that focuses on
advising angel  investors.  From November 1996 to September  1999, Mr. Manso was
the Chief  Executive  Officer  and founder of  Quarterdeck  Consulting  Inc.,  a
company that specialized in sales of security software, hardware, consulting and
maintenance services to the Canadian Federal Government and the private sector.

David  Polansky has been our Chief  Financial  Officer  since May 2003. He is in
charge of our financial, human resources, legal and administrative affairs. From
July 2000 until May 2003,  Mr.  Polansky was the Senior Vice President and Chief
Financial  Officer of Arnold  Palmer Golf  Management,  a company  that owns and
manages  golf  courses,  where  he  was  responsible  for  accounting,  finance,
information technology and human resources.  From February 1999 until July 2000,
Mr. Polansky was employed by Sunterra  Resorts,  a company that owns and manages
timeshare  resorts  throughout the world.  During his  employment  with Sunterra
Resorts,  Mr.  Polansky held various  positions,  with his most recent  position
being National Controller.  From June 1991 until February 1999, Mr. Polansky was
employed  by  Interstate  Hotels  in  various  positions,  with his most  recent
position being Director of Central Accounting.


                                       2
<PAGE>

Phyllis Cross joined us in February 2002 as Director of  Professional  Services.
Currently, Ms. Cross is the Vice President,  Recruiting Services and Technology,
and is responsible  for  professional  services and business  operations for our
Software  Business Unit. From October 2002 to April 2003, Ms. Cross was the Vice
President,  Recruiting Solutions,  for Workstream.  Prior to joining Workstream,
Ms. Cross was the Senior Manager, New Product Introduction,  for Nortel Networks
from April 2000 to March 2001.  From  October  1998 to March  2000,  she was the
Senior Manager,  Core Networks  Training  Services,  for Nortel Networks and was
responsible for the development and delivery of training materials in support of
the Core Networks Business Unit.

Tammie Brown joined us in May 2000 as our Investor Relations Officer.  Currently
Ms. Brown is the Vice President of Human  Resources and responsible for Investor
Relations. She was previously employed by NetManage,  Inc. from July 1998 to May
2000,  where she was  responsible for Investor  Relations.  From October 1995 to
July 1998, Ms. Brown was the Executive  Assistant/Investor Relations Officer for
Milkyway Networks.

Section 16(a) Beneficial Ownership Reporting Compliance

         During the fiscal year ended May 31, 2003,  we were a "foreign  private
issuer," as that term is defined in Rule 3b-4 of the Securities  Exchange Act of
1934 (the "Exchange Act"). A foreign private issuer is exempt from Section 16 of
the Exchange Act  pursuant to Rule 3a12-3 under the Exchange  Act.  Accordingly,
our executive officers, directors and beneficial owners of more than ten percent
of our common shares were not subject to Section 16 of the Exchange Act and were
not  required  to file  reports  with the  Securities  and  Exchange  Commission
relating to their  ownership of and  transactions in our equity  securities.  We
determined  that as of August  27,  2003,  we no longer  qualified  as a foreign
private issuer.




                                       3
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth the cash compensation as well as certain
other  compensation  earned  during  the  fiscal  years  indicated  by our Chief
Executive  Officer and our three most  highly  compensated  executive  officers,
other than our Chief Executive Officer, whose salary and bonus exceeded $100,000
during the fiscal year ended May 31, 2003  (collectively,  the "Named  Executive
Officers").


<TABLE>
<CAPTION>
---------------------------- -------------------------------------------------- ------------------- -------------------
                                            Annual Compensation                     Long- Term
                                                                                   Compensation
                                                                                      Awards
------------------ --------- ---------------- ------------- ------------------- -------------------
    Name and                                                   Other Annual         Securities           All Other
    Principal                    Salary          Bonus         Compensation         Underlying          Compensation
    Position         Year          ($)            ($)              ($)            Options (#)(1)            ($)
------------------ --------- ---------------- ------------- ------------------- ------------------- -------------------
<S>                  <C>       <C>      <C>     <C>                                  <C>                <C>    <C>
     Michael         2003      $200,000 (2)     $214,547            --               300,000            $4,710 (3)
   Mullarkey,        2002      $ 83,333 (4)     $300,000            --                  --              $2,279 (3)
 Chief Executive     2001          --              --               --                  --                  --
     Officer
------------------ --------- ---------------- ------------- ------------------- ------------------- -------------------
     Andrew          2003      $ 129,808        $ 51,751            --                  --                  --
   Hinchliff,        2002      $  81,364        $ 39,038            --                  --                  --
   Senior Vice       2001      $  59,682        $ 31,841            --               107,000                --
President, North
 American Sales (5)
------------------ --------- ---------------- ------------- ------------------- ------------------- -------------------
Arthur Halloran,     2003      $ 156,202           --               --                  --                  --
  President (6)      2002      $  91,823           --               --               100,000                --
                     2001          --              --               --                  --                  --
------------------ --------- ---------------- ------------- ------------------- ------------------- -------------------
  Paul Haggard,      2003       $126,923           --               --                  --                  --
 Chief Financial     2002       $ 84,134           --               --                50,000                --
   Officer (7)       2001          --              --               --                  --                  --
------------------ --------- ---------------- ------------- ------------------- ------------------- -------------------
</TABLE>

Notes to Summary Compensation Table:

     (1)  Represents  the number of common  shares  underlying  options  granted
          under our 2002 Amended and Restated Stock Option Plan.

     (2)  All salary and bonuses  earned by Mr.  Mullarkey  through May 31, 2003
          have been deferred.

     (3)  Represents  insurance  premiums paid with respect to a $5,000,000 term
          life insurance policy on the life of Mr. Mullarkey.

     (4)  Mr.  Mullarkey  joined us in April 2001 and  received no salary  until
          January 1, 2002.  Beginning  January 1, 2002, Mr.  Mullarkey's  annual
          salary was $200,000.

     (5)  Mr.  Hinchliff  resigned  from his position as Senior Vice  President,
          North American Sales, in August 2003.

     (6)  Mr.  Halloran  resigned  from his  positions  as  President  and Chief
          Operating Officer in April 2003.

     (7)  Mr. Haggard  resigned from his position as Chief Financial  Officer in
          May 2003.




                                       4
<PAGE>

Stock Option Grants

     The following  table sets forth certain  information  with respect to stock
options to purchase  our common  shares  that were  granted to each of the Named
Executive Officers during the fiscal year ended May 31, 2003.


<TABLE>
<CAPTION>
-------------------------- ------------- --------------- ------------ -------------- --------------- ----------------------
                                                                                                     Potential Realizable
                                                                                                       Value at Assumed
                                                                                                        Annual Rates of
                                                                                                          Stock Price
                                                                                                       Appreciation for
                                                                                                        Option Term (2)
-------------------------- ------------- --------------- ------------ -------------- --------------- --------- ------------
          Name              Number of      % of Total     Exercise    Market Value     Expiration     5% ($)     10% ($)
                              Common        Options       Price Per     of Option         Date
                              Shares       Granted to       Share       Shares on
                              Under       Employees in    ($/Share)    the Date of
                             Options      Fiscal Year                     Grant
                           Granted (1)        2003
-------------------------- ------------- --------------- ------------ -------------- --------------- --------- ------------
<S>                        <C>                <C>           <C>           <C>          <C>           <C>        <C>
Michael Mullarkey          300,000 (3)        65%           $1.00         $1.00        1/27/2008     $82,884    $183,153
-------------------------- ------------- --------------- ------------ -------------- --------------- --------- ------------
Andrew Hinchliff (4)            --             --            --            --              --           --         --
-------------------------- ------------- --------------- ------------ -------------- --------------- --------- ------------
Arthur Halloran (5)             --             --            --            --              --           --         --
-------------------------- ------------- --------------- ------------ -------------- --------------- --------- ------------
Paul Haggard (6)                --             --            --            --              --           --         --
-------------------------- ------------- --------------- ------------ -------------- --------------- --------- ------------
</TABLE>

     (1)  The options  were granted  under our 2002  Amended and Restated  Stock
          Option Plan.

     (2)  Illustrates  the value that might be received upon exercise of options
          immediately  prior to the  assumed  expiration  of  their  term at the
          specified  compounded rates of appreciation  based on the market price
          for the common shares when the options were granted.  Assumed rates of
          appreciation   are  not   necessarily   indicative   of  future  stock
          performance.

     (3)  Option vests  100,000  shares on January 27, 2004,  100,000  shares on
          January 27, 2005 and 100,000 shares on January 28, 2006.

     (4)  Mr.  Hinchliff  resigned  from his position as Senior Vice  President,
          North American Sales, in August 2003.

     (5)  Mr.  Halloran  resigned  from his  positions  as  President  and Chief
          Operating Officer in April 2003.

     (6)  Mr. Haggard  resigned from his position as Chief Financial  Officer in
          May 2003.




                                       5
<PAGE>

Aggregated  Option  Exercises in the Last Fiscal Year and Fiscal Year-End Option
Value Table

         The following table sets forth for each of the Named Executive Officers
certain  information  with respect to stock options  exercised during the fiscal
year  ended  May  31,  2003  and  the  number  and  value  of  exercisable   and
unexercisable options held by the Named Executive Officers as of May 31, 2003.

<TABLE>
<CAPTION>
--------------------------- ------------ ------------ ---------------------------------- --------------------------------
                              Shares                   Number of Securities Underlying        Value of Unexercised
                             Acquired       Value       Unexercised Options at Fiscal    In-the-Money Options at Fiscal
                            on Exercise   Realized                Year-End                        Year-End (1)
           Name                 (#)          ($)        Exercisable/Unexercisable (#)     Exercisable/Unexercisable ($)
--------------------------- ------------ ------------ ---------------------------------- --------------------------------
<S>                                                                  <C>                              <C>
Michael Mullarkey               --           --                      0/0                              $0/$0
--------------------------- ------------ ------------ ---------------------------------- --------------------------------
Andrew Hinchliff (2)            --           --                 71,334/35,666                         $0/$0
--------------------------- ------------ ------------ ---------------------------------- --------------------------------
Arthur Halloran (3)             --           --                 33,333/66,667                         $0/$0
--------------------------- ------------ ------------ ---------------------------------- --------------------------------
Paul Haggard (4)                --           --                 16,666/33,334                         $0/$0
--------------------------- ------------ ------------ ---------------------------------- --------------------------------
</TABLE>

     (1)  The  value  of  unexercised  in-the-money  options  is  based  on  the
          difference between the last sale price of a share of our common shares
          as reported on the NASDAQ Small Cap Market on May 31, 2003 ($0.96) and
          the  exercise  price  of the  options,  multiplied  by the  number  of
          options.

     (2)  Mr.  Hinchliff  resigned  from his position as Senior Vice  President,
          North  American  Sales,  in August 2003 and his  options  subsequently
          expired without being exercised.

     (3)  Mr.  Halloran  resigned  from his  positions  as  President  and Chief
          Operating Officer in April 2003 and his options  subsequently  expired
          without being exercised.

     (4)  Mr. Haggard  resigned from his position as Chief Financial  Officer in
          May 2003 and his options subsequently expired without be exercised.

Compensation of Directors

         All  directors  are  entitled  to  reimbursement  of  their  reasonable
out-of-pocket  expenses  incurred in  attending  Board and  committee  meetings.
Directors who are not also  Workstream  employees or  professionals  on retainer
with  Workstream  are paid $15,000  annually.  Directors  who are members of our
audit  committee  are  paid an  additional  $1,000  for each  committee  meeting
attended.  In addition,  each  director is eligible to  participate  in our 2002
Amended  and  Restated   Stock  Option  Plan.  In  June  2003,  we  granted  our
non-employee directors, Cholo Manso, Thomas Danis, Matthew Ebbs, Michael Gerrior
and Arthur Halloran,  options to purchase  40,000,  40,000,  40,000,  23,000 and
20,000 of our common shares, respectively.  These options have an exercise price
of $0.98 per share and vest in three equal annual installments commencing on the
first  anniversary  of the grant  date.  These  options  terminate  on the fifth
anniversary of the grant date.



                                       6
<PAGE>

Employment   Contracts,   Termination   of  Employment   and   Change-in-Control
Arrangements

         Michael Mullarkey Employment  Agreement.  We entered into an employment
agreement  as of  January  2003  with  Michael  Mullarkey  to serve as our Chief
Executive  Officer  at a minimum  annual  salary  of  $200,000.  The  employment
agreement has a one year term expiring in January 2004 that automatically renews
at the end of its term for an  additional  year unless either party gives notice
of  nonrenewal.  Mr.  Mullarkey  is also  entitled  to  receive a bonus of up to
$175,000 to be awarded should certain  mutually agreed upon goals and objectives
be achieved. In addition, we granted Mr. Mullarkey an option to purchase 300,000
of our common shares at an exercise price of $1.00 per share, which option vests
in three  equal  annual  installments  beginning  in  January  2004.  Under  the
agreement, Mr. Mullarkey also receives a car allowance of $800 per month as well
as short-term and long-term disability coverage and term life insurance coverage
of $5,000,000.  If we elect to terminate Mr.  Mullarkey's  employment other than
for "cause" (as defined in the agreement)  within one year of the signing of the
agreement, Mr. Mullarkey would be entitled to six months salary and benefits. If
after  one year of the  signing  of the  agreement  we elect  to  terminate  Mr.
Mullarkey's  employment  other than for "cause," or do not renew his  employment
agreement and fail to offer him continued  employment on comparable  terms,  Mr.
Mullarkey  would be entitled to 12 months  salary and  benefits.  If we elect to
terminate  Mr.  Mullarkey's  employment  for  "cause"  at any  time  during  the
agreement,  Mr. Mullarkey will continue to receive his salary and benefits until
the date his employment is terminated.

         Mr.  Mullarkey  has  agreed to defer  until  June 1,  2004,  a total of
$797,880 in compensation  earned as of May 31, 2003,  with interest  accruing on
the balance at an annual rate of 8%. If we elect to  terminate  Mr.  Mullarkey's
employment for any reason prior to June 1, 2004 or if a change of control occurs
prior to June 1, 2004, all deferred  compensation  and interest  accrued thereon
will become  immediately due and payable.  After June 1, 2004, Mr. Mullarkey and
Workstream   will  mutually  agree  on  the  repayment  terms  of  his  deferred
compensation.

         Paul Haggard Employment Agreement.  In October 2001, we entered into an
employment  agreement with Paul Haggard to serve as our Chief Financial  Officer
at a minimum annual salary of $125,000.  The employment agreement had a one year
term expiring in October 2002 that automatically  renewed at the end of its term
for an  additional  year  unless  either  party gave notice of  nonrenewal.  Mr.
Haggard  was also  entitled  to  receive  a one time  bonus in an  amount  to be
mutually  agreed upon based upon Mr.  Haggard's  performance.  In May 2003,  Mr.
Haggard resigned from his position as our Chief Financial Officer.  We agreed to
provide Mr. Haggard with continued salary and benefits for  approximately  three
months  following his  resignation in partial  consideration  for his efforts in
assisting in the transitioning of our new Chief Financial Officer.


                                       7
<PAGE>

Compensation Committee Interlocks and Insider Participation

         We do not have a compensation committee but instead our audit committee
performs equivalent functions of a compensation committee.  Matthew Ebbs, Thomas
Danis and Cholo Manso served on our audit committee during the fiscal year ended
May 31, 2003.

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, 2003:

<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
       Plan Category            warrants and rights        warrants and rights     equity compensation plans
---------------------------- -------------------------- -------------------------- --------------------------
<S>                                  <C>                         <C>                       <C>
Equity compensation plans
approved by security
holders                              1,539,052                   $ 2.27                    1,460,948
---------------------------- -------------------------- -------------------------- --------------------------
Equity compensation plans
not approved by security
holders (1)                            250,000                   $ 2.70                         --
---------------------------- -------------------------- -------------------------- --------------------------
Total                                1,789,052                   $ 2.33                    1,460,948
---------------------------- -------------------------- -------------------------- --------------------------
</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.




                                       8
<PAGE>

         The  following  table  sets forth  certain  information  regarding  the
beneficial ownership of our common shares as of September 23, 2003, 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 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>
------------------------------ -------------------------------- -------------------------
Name & Address of                  Number of Common Shares
Beneficial Owner                   Beneficially Owned (1)         Percentage of Class
------------------------------ -------------------------------- -------------------------
<S>                                       <C>                            <C>
Michael Mullarkey                         4,175,000                      18.1%
------------------------------ -------------------------------- -------------------------
Paul Champagne                            3,463,625                      15.0%
P.O. Box 4085 Station A
Toronto, Ontario M5W2X6
------------------------------ -------------------------------- -------------------------
Sands Brothers Venture                    1,578,205 (2)                   6.4%
Capital III LLC
90 Parks Avenue
New York, N.Y. 10016
------------------------------ -------------------------------- -------------------------
Matthew Ebbs                                 66,667 (3)                     *
------------------------------ -------------------------------- -------------------------
Michael Gerrior                              30,000                         *
------------------------------ -------------------------------- -------------------------
Thomas Danis                                   --                          --
------------------------------ -------------------------------- -------------------------
Cholo Manso                                    --                          --
------------------------------ -------------------------------- -------------------------
Andrew Hinchliff (4)                           --                          --
------------------------------ -------------------------------- -------------------------
Arthur Halloran (5)                            --                          --
------------------------------ -------------------------------- -------------------------
Paul Haggard (6)                               --                          --
------------------------------ -------------------------------- -------------------------
All executive officers and                4,275,667 (7)                  18.5%
directors as a 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 23, 2003.

(2)  Includes shares  beneficially owned by affiliates of Sands Brothers Venture
     Capital III LLC.  Also  includes  1,535,636  common  shares  issuable  upon
     conversion of convertible notes.

(3)  Consists  of 66,667  common  shares  issuable  upon the  exercise  of stock
     options.

(4)  Mr.  Hinchliff  resigned from his position as Senior Vice President,  North
     American Sales, in August 2003.

(5)  Mr.  Halloran  resigned from his positions as President and Chief Operating
     Officer in April 2003.

(6)  Mr. Haggard  resigned from his position as Chief  Financial  Officer in May
     2003.

(7)  Includes 70,667 common shares issuable upon the exercise of stock options.




                                       9
<PAGE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Michael  Mullarkey,  our  Chief  Executive  Officer,  provided  us with
short-term loans in the aggregate principal amount of $500,000 during the fiscal
year ended May 31, 2003 and $750,000  during  fiscal year ended May 31, 2002. In
January  2003 those loans were  consolidated  into a term loan  maturing in five
years.  The  consolidated  term loan is  collateralized  by  certain  inventory,
equipment,  accounts  receivable  and other assets and bears  interest at 8% per
annum.  Under the  consolidated  term  loan,  we are  required  to make  monthly
interest  only  payments  during the first 24 months and  monthly  interest  and
principal  payments  beginning in January  2005.  As at May 31, 2003,  the total
amount of the consolidated term loan was $1,287,901.  In addition, Mr. Mullarkey
has agreed to provide us with an additional  $1,200,000  credit facility bearing
interest at 8% per annum. With respect to each draw against the credit facility,
we are  required to make  monthly  interest  only  payments  during the first 24
months from the draw date and thereafter monthly interest and principal payments
over a three year period. We are allowed to draw against this credit facility as
needed.  Mr.  Mullarkey  also  agreed to defer  until June 1,  2004,  a total of
$797,880 in compensation  earned as of May 31, 2003,  with interest  accruing on
the  balance at an annual  rate of 8%.  After June 1, 2004,  Mr.  Mullarkey  and
Workstream   will  mutually  agree  on  the  repayment  terms  of  his  deferred
compensation.




                                       10
<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: September 26, 2003


                                       11
<PAGE>



                                  Exhibit Index

         Exhibit No.        Description
         -----------        -----------

         31.1               Certifications pursuant to Rule 13a-14(a)/15d-14(a).

         32.1               Certifications pursuant to 18 U.S.C. Section 1350.