SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
      (x)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1996

                                       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 33-53250-A

                             Workforce Systems Corp.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Florida
         --------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   65-0353816
                       --------------------------------- 
                       (IRS Employer Identification No.)

                   105 West Fifth Avenue, Knoxville, TN 37917
                   ------------------------------------------ 
                    (Address of principal executive offices)

                                  423-524-4885
                           ---------------------------
                           (Issuer's telephone number)

                   269 Cusick Road, Suite C-2, Alcoa, TN 37701
              ---------------------------------------------------- 
              (Former name, former address and former fiscal year,
                          if changed since last report)
      
      Check whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for 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 ( ).

      State the number of shares  outstanding of each of the issuer's classes of
common  equity,  as of the latest  practicable  date.  As of January 31 1997 the
registrant had issued and outstanding 2,503,542 shares of common stock.

      Transitional Small Business Disclosure Format (check one):

      Yes ( ) No (x)

<PAGE>




                        PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.

INDEX TO FINANCIAL STATEMENTS
                                                                   Page Number
                                                                   -----------

Consolidated Balance Sheets at December 31, 1996 (Unaudited)
and June 30, 1996 (Audited)                                                 2

Consolidated Statements of Operations for the three months and
six months ended December 31, 1996 (Unaudited) and
1995 (Unaudited)                                                            4

Consolidated Statements of Cash Flows for the six months
ended December 31, 1996 (Unaudited) and 1995 (Unaudited)                    5

Consolidated Statements of Stockholders' Equity for the three month
and six months period ended December 31, 1996 (Unaudited)                   6

Notes to the Unaudited Consolidated Financial Statements                    7



























                                        1


<PAGE>



                             WORKFORCE SYSTEMS CORP.
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>

                                                           December 31,         June 30,
                                                                1996              1996
                                                           ------------    ------------
                                                            (unaudited)
<S>                                                        <C>             <C>   
ASSETS

CURRENT ASSETS
           Cash                                            $     98,466    $    938,487
           Receivables:
             Trade accounts receivables, no allowance
               necessary                                        628,269         633,188
            Inventory                                         1,799,200       1,412,896
           Prepaid expenses                                     865,000         711,510
           Deferred income tax assets                           115,000         115,670
                                                           ------------    ------------

                     Total Current Assets                     3,505,935       3,811,751

PROPERTY, PLANT AND EQUIPMENT
           Land                                                 156,503         156,503
           Building and improvements                          1,417,136       1,380,422
           Machinery and equipment                            1,772,777       1,525,921
           Mineral exploration                                  660,000         700,000
           Autos and trucks                                     208,858         146,428
           Accumulated depreciation                            (189,425)       (132,856)
                                                           ------------    ------------

                     Total Property, Plant and Equipment      4,025,849       3,776,418


OTHER ASSETS

           Intangibles, net of accumulated amortization
             of $289,647 and $209,658, respectively           4,506,250       4,344,771

                                                           $ 12,038,034    $ 11,932,940
                                                           ============    ============
</TABLE>


















                                        2


<PAGE>

                             WORKFORCE SYSTEMS CORP.
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>

                                                             December 31,      June 30,
                                                                  1996          1996
                                                              -----------   -----------
                                                             (unaudited)
<S>                                                          <C>            <C> 
LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
           Accounts Payable                                   $   296,717   $   390,895
           Accrued expenses                                        98,272       113,437
           Accrued federal & state income taxes                   489,500       253,261
           Deferred income tax liability                          250,000       326,780
           Current portion of long term debt                      275,000       254,159
                                                              -----------   -----------

                     Total Current Liabilities                  1,409,489     1,338,532

NON CURRENT DEFERRED INCOME TAXES                                 250,000       342,473

LONG TERM DEBT, less current portion                              439,250       539,207

RELATED PARTY NOTE PAYABLE                                           --         132,667

STOCKHOLDER'S EQUITY
 Series A preferred stock, $.001 par value,  30 shares
            authorized, 30 shares issued and outstanding             --            --
 Series B preferred stock, $.001 par value, 70,000 shares
           authorized, no shares issued and outstanding              --              70
 Series C preferred stock, $.001 par value, 30,000 shares
           authorized, 30,000 shares issued and outstanding            30            30
  Series D preferred stock, $.001 par value, 1,000,000
           shares authorized, 1,000,000 shares issued
           and outstanding                                          1,000          --
           Common stock, $.001 par value, 10,000,000 shares
            authorized, 2,410,836 shares issued                     2,421         2,421
            and outstanding
           Paid in capital                                      8,569,011     8,569,011
           Retained earnings                                    1,366,833     1,007,599
                                                              -----------   -----------

                     Total Stockholders' Equity                 9,939,295     9,580,061
                                                              -----------   -----------

                                                              $12,038,034   $11,932,940
                                                              ===========   ===========

</TABLE>














                                        3


<PAGE>
                                                WORKFORCE SYSTEMS CORP.
                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                                         -------------------------------------
<TABLE>
<CAPTION>
                                                              For the three   For the three      For the six    For the six
                                                              months ended    months ended       months ended   months ended
                                                              December 31,    December 31,       December 31,   December 31,
                                                                    1996            1995               1996         1995
                                                              ----------       ----------          ---------      ---------
                                                              (unaudited)      (unaudited)        (unaudited)    (unaudited)

<S>                                                           <C>              <C>                <C>            <C>       
Revenues earned                                               $1,191,411       $1,066,372         $2,348,782     $2,170,811
Cost of revenues earned                                          687,164          628,288          1,360,961      1,246,660
                                                              ----------       ----------          ---------      ---------
           Gross Profit                                          504,247          438,084            987,821        924,151

Selling, general and administrative expenses                     228,618          230,027            451,087        461,751
                                                                --------          -------            -------        -------

           Income from operations                                275,629          208,057            536,734        462,400

Income tax provision                                              90,000           72,250            177,500        162,500
                                                                --------           ------            -------        -------

           Net Income                                         $  185,629        $ 135,807          $ 359,234      $ 300,150

Earnings per common and common equivalent share:
           Net income before payment of dividends             $  185,629        $ 135,807          $ 359,234      $ 300,150
            Dividends paid                                            -            13,680                 -          32,997
                                                              ----------        ---------          ---------      --------- 
           Net income available to common                     $  185,629        $ 122,127          $ 359,234      $ 267,153
                                                              ==========        =========          =========      =========
             shareholders

Earnings Per Share:
           Net Income                                         $      .08        $     .08          $     .15      $     .18
           Average weighted shares outstanding                 2,410,836        1,567,728          2,410,836      1,525,516

</TABLE>

















































                                                                  4


<PAGE>
                                           WORKFORCE SYSTEMS CORP.
                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 for the six months ended December 31, 1996
                                                 (unaudited)
<TABLE>
<CAPTION>

                                    Preferred stock      Common stock
                                    $.001 par value      $.001 par value
                                    2,000,000 shares     10,000,000 shares
                                    authorized           authorized
                                    1,030,030            2,410,836            Additional                     Total
                                    shares issued        shares issued        Paid-In         Retained       Stockholders'
                                    and outstanding      and outstanding      Capital         Earnings       Equity
                                    ---------------      ---------------      -------         --------       ------
<S>                                 <C>                  <C>                  <C>             <C>            <C>       
Balance, June 30, 1996              $     1,030          $    2,421           $8,569,011      $1,007,599     $9,580,061

Net income for the six months
  ended December 31, 1996                    -                   -                    -          359,234        359,234
                                    -----------          ----------           ----------     -----------     ----------

Balance, December 31, 1996          $     1,030          $    2,421           $8,569,011      $1,366,833     $9,939,295
                                    ===========          ==========           ==========     ===========     ==========

</TABLE>


































































                                                                  5


<PAGE>



                             WORKFORCE SYSTEMS CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
<TABLE>
<CAPTION>
                                                                      For the six    For the six
                                                                      months ended   months ended
                                                                      December 31,   December 31,
                                                                           1996          1995
                                                                      -----------    -----------
                                                                       (unaudited)   (unaudited)
<S>                                                                   <C>            <C>    
OPERATING ACTIVITIES:
           Net income                                                 $   359,234    $   300,150
           Adjustments to reconcile net income to
             net cash provided by operating activities:
               Amortization and depreciation                              135,000        123,022
           Changes in operating assets and liabilities:
              Decrease in receivables                                       4,919        339,701
               (Increase) in prepaid expense                             (153,490)      (461,770)
               (Increase) in inventory                                   (386,304)      (248,326)
               (Decrease) in accounts payable                             (94,178)      (130,585)
               Increase (decrease) in accrued federal & state taxes       159,459        (40,069)
               (Decrease) in miscellaneous liabilities                    (15,165)       (84,647)
                                                                      -----------    -----------
            Net Cash Provided (Used) by Operating Activities                9,475       (202,524)

INVESTING ACTIVITIES:
             Prepaid media                                                   --          500,000
             Debt to equity conversion                                       --          936,770
             Start-up costs                                              (201,469)          --
             (Increase) in property, plant and equipment                 (322,930)      (331,943)
                                                                      -----------    -----------
           Net Cash Provided (Used) by Investing Activities              (524,399)    (1,104,827)

FINANCING ACTIVITIES:
             Debt to equity conversion                                       --          936,770
             (Decrease) in long term debt                                 (99,957)       (35,679)
             (Decrease) in non-current deferred income taxes              (92,473)          --
             Dividends paid                                                  --          (32,997)
             Increase (Decrease) in related party note payable           (132,667)        83,321
                                                                      -----------    -----------
           Net Cash Provided (Used) by Financing Activities              (325,097)      (922,125)

 Net (Decrease) in Cash and Cash Equivalents                             (840,021)       (19,822)

 Cash and Cash Equivalents, Beginning of Period                           938,487         91,652
                                                                      -----------    -----------

  Cash and Cash Equivalents, End of Period                            $    98,466    $    76,830
                                                                      ===========    ===========
</TABLE>










                                        6


<PAGE>



                             WORKFORCE SYSTEMS CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                December 31, 1996


Note 1 - Basis of Presentation

           The accompanying  unaudited  consolidated  financial  statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information  and with the  instruction  of Form  10-QSB  and
Article  310 of  Regulation  S-B.  Accordingly,  they do not  include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial  statements.  The preparation requires management to make
estimates  and  assumptions  that  affect the  reported of amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and the reported  amount of revenues and expenses
during the reporting period. Actual results may differ from these estimates.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three month and six month periods ended  December 31,
1996 are not necessarily  indicative of the results that may be expected for the
year ended June 30, 1997.

           For  further  information,   refer  to  the  consolidated   financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSBA  for the year  ended  June 30,  1996 as filed  with the  Securities  and
Exchange Commission.

























                                        7


<PAGE>



Item 2.   Management's Discussion and Analysis or Plan of Operation.

Results of Operations

           Consolidated  revenues  for three  months  ended  December  31,  1996
("Second  Quarter  Fiscal  1997")  increased  approximately  12 % from the three
months ended December 31, 1995 ("Second  Quarter Fiscal 1996").  Gross profit in
Second  Quarter  Fiscal 1997  decreased  approximately  15% from Second  Quarter
Fiscal 1996. SG&A as a percentage of revenues decreased  approximately 2% during
Second  Quarter  Fiscal  1997 from  Second  Quarter  Fiscal  1996.  Income  from
operations  increased  approximately  37% in Second Quarter Fiscal 1997 from the
comparable period in Fiscal 1996.

           Consolidated revenues for six months ended December 31, 1996 ("Fiscal
1997 To Date") increased approximately 8% from the six months ended December 31,
1995  ("Fiscal  1996 To Date").  Gross  profit in Fiscal 1997 To Date  increased
approximately  7% from Fiscal  1996 To Date.  SG&A as a  percentage  of revenues
decreased  approximately 2% during Fiscal 1997 To Date from Fiscal 1996 To Date.
Income from operations  increased  approximately 16% in Fiscal 1997 To Date from
the comparable period in Fiscal 1996.

           Following you will find a separate  discussion  regarding the results
of operations  for each of the  Manufacturing  Division,  Staffing  Division and
Consumer Products Division.

Manufacturing Division

           Revenues  from  the  Manufacturing  Division  represented  71% of the
Company's revenues on a consolidated basis for Second Quarter Fiscal 1997 versus
69 % for Second  Quarter  Fiscal  1996 and  increased  on a  consolidated  basis
approximately  12% in Fiscal 1997 To Date versus the comparable period in Fiscal
1996. On a stand alone basis, revenues from the Manufacturing Division increased
approximately  14% in Second Quarter Fiscal 1997 versus Second Quarter of Fiscal
1996. Income from operations as a percentage of revenue increased  approximately
4% in Second  Quarter  Fiscal 1997 and  approximately  1% in Fiscal 1997 to date
from the comparable periods in Fiscal 1996.

           The foregoing  results are consistent  with those  disclosed in prior
periods and reflect an increase in revenues at the  Manufacturing  Division as a
result of the expansion of that division  through  additional  product lines and
the  opening of the new  Dalton,  Georgia  location  of MRO.  For the balance of
Fiscal 1997, based upon information available to date, management of the Company
believes the  Manufacturing  Division will continue to increase  revenues  based
upon its current plans of operations.









                                        8


<PAGE>



Staffing Division

           Revenues from the Staffing Division  represented 21% of the Company's
revenues on a  consolidated  basis for Second Quarter Fiscal 1997 versus 16% for
Second Quarter Fiscal 1996 and represented approximately 20% of the consolidated
revenues  for Fiscal  1997 To Date versus  approximately  16% for Fiscal 1996 To
Date.  On a stand alone basis,  revenues  from the Staffing  Division  increased
approximately  5% in Second  Quarter Fiscal 1997 versus Second Quarter of Fiscal
1996.  Income from  operations  as a percentage  of revenue  decreased  remained
relatively  constant  at  approximately  5% in Second  Quarter  Fiscal 1997 from
Second  Quarter  Fiscal 1996 and Fiscal 1997 To Date versus the  comparable  six
month period in Fiscal 1996.  Management of the Company does not  anticipate any
further  increases  in  SG&A  under  the  Staffing  Division's  current  plan of
operations.

           For the balance of Fiscal 1997 management of the Company believes the
Staffing  Division will continue to increase  revenues  based upon their current
plans of operations.

Consumer Products Division

           Revenues from the Consumer  Products  Division  represented 7% of the
Company's revenues on a consolidated basis for Second Quarter Fiscal 1997 versus
15% for Second Quarter Fiscal 1996 and approximately 13% on a consolidated basis
for Fiscal 1997 To Date versus  approximately  21% on a  consolidated  basis for
Fiscal 1996 To Date. On a stand alone basis, revenues from the Consumer Products
Division decreased approximately 50% in Second Quarter Fiscal 1997 versus Second
Quarter of Fiscal 1996 as the result of the maturity of one product (ThawMaster)
and the beginning of the introduction of another product (Mr. Food's AlloFresh).
Income from operations as a percentage of revenue remained  relatively  constant
at  approximately  7% in Second  Quarter  Fiscal 1997 and in Fiscal 1997 To Date
from comparable  periods in Fiscal 1996 as a result of the foregoing decrease in
revenues.

           The foregoing  results are consistent  with those  disclosed in prior
periods and reflect  decrease in revenues which results from the maturity of one
product  (the  ThawMaster  family of thawing  trays) and the infancy in the life
span  of that  division's  newest  product,  MR.  FOOD'S  ALLOFRESH,  for  which
introduction  at the retail level was commenced in the beginning of Fiscal 1997.
Further and as discussed  above,  management of the Company  believes,  although
there can be no assurances,  that as the retail roll-out of MR. FOOD'S ALLOFRESH
continues to progress,  the Consumer Products Division will continue to increase
its revenues as well.










                                        9


<PAGE>



Liquidity and Capital Resources

           The decrease in working  capital at December 31, 1996 versus June 30,
1996 is primarily the result of the  additional  costs  incurred by the Consumer
Products Division with respect to its newest product,  Mr. Food's AlloFresh,  as
well as the  acquisition  of  additional  property,  plant and  equipment by the
Manufacturing  Division. In order to pursue the Company's plan of operations for
the  balance  of Fiscal  1997,  it will be  necessary  for the  Company to raise
additional  working capital.  In this vein, and as previously  disclosed,  it is
presently  anticipated  that  management will seek to raise  additional  capital
through a public or private  offering of its  securities  during Fiscal 1997 and
has  engaged  McGinn,  Smith & Co.,  Inc.  an NASD  member  firm to serve as its
investment banker and assist the Company in such capital raise. In addition, the
Company is seeking to acquire the assets of Star Hosiery  which will require the
influx of  approximately  $4.5  million of  working  capital.  McGinn,  Smith is
assisting the Company in raising such capital. There are no assurances, however,
that the Company will be successful in either  raising  working  capital for its
existing  operations or the equity capital  necessary to consummate the purchase
of the assets of Star  Hosiery.  In such event,  the Company  would be unable to
consummate  the Star Hosiery  transaction  upon the present terms and conditions
and the  continued  growth  of the  Company  would be  limited  to the  internal
availability of working capital.  The Company's  inventory,  accounts receivable
and a substantial portion of its property,  plant and equipment are unencumbered
and,  accordingly,  would provide additional sources of internal working capital
should the Company elect to enter into an asset based lending arrangement.


























                                       10


<PAGE>




                           PART II - OTHER INFORMATION

Item 1.              Legal Proceedings.

None.

Item 2.              Changes in Securities.

None.

Item 3.              Defaults Upon Senior Securities.

None.

Item 4.              Submission of Matters to a Vote of Security Holders.

None.

Item 5.              Other Information.

None.

Item 6.              Exhibits and Reports on Form 8-K.

(a)  Exhibit 27 - Financial Data Schedule
    (Electronic filing only)

                     (b) None.






















                                       11


<PAGE>




                                   SIGNATURES

           In  accordance  with  the  requirements  of  the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.



                                               Workforce Systems Corp,
                                                a Florida corporation

Date: February 18, 1997                        By: /s/ Ella Boutwell Chesnutt
                                                   --------------------------
                                                     Ella Boutwell Chesnutt,
                                                     President


































                                       12