SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

(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.)
      

              8870 Cedar Springs Lane, Suite 5, Knoxville, TN 37923
              -----------------------------------------------------
                    (Address of principal executive offices)

                                  423-769-2380
                           -------------------------
                          (Issuer's telephone number)

              ---------------------------------------------------
             (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>




      The  Registrant  hereby amends the items and  financial  statements of its
Quarterly  Report on Form 10-QSB for the quarter ended  December 31, 1996 as set
forth below:
                            LIST OF ITEMS AMENDED

                        PART I - FINANCIAL INFORMATION
Item                                                                Page Number
----                                                                -----------

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

            Consolidated Statements of Stockholders' Equity for the
            three month and six months period ended December
            31, 1996 (Unaudited)                                             4

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

            Notes to the Unaudited Consolidated Financial Statements         6

                             TEXT OF ITEMS AMENDED

      Each of the above listed Items is hereby  amended by deleting each Item in
its entirety and replacing it with the Items attached hereto and filed herewith.

      On August 30, 1996,  the Company  filed a  registration  statement on Form
SB-2 under the  Securities  Act of 1933,  as amended,  with the  Securities  and
Exchange Commission (the "SEC"). The SEC issued comments on the filing by letter
dated November 4, 1996. On January 14, 1997 the Company responded to the SEC and
amended the SB-2  filing.  The SEC issued  additional  comments by letter  dated
February  14,  1997.  As a result of these  comments,  the Company  made certain
expense  charges to its  financial  statements  for the year ended June 30, 1996
which  are  reflected  in the  Consolidated  Balance  Sheets  at June  30,  1996
presented  herein.  On June 12,  1997 the SEC issued  additional  comments.  The
purpose  of this  amendment  is as a result of these  comments,  and prior  year
adjustments, is for the Company to amend its Consolidated Balance Sheets at June
30, 1996 and amend its Consolidated Balance Sheets,  Consolidated  Statements of
Changes  in  Stockholder's  Equity,  Consolidated  Statements  of Cash Flows and
associated  Notes to Unaudited  Consolidated  Financial  Statements  for the six
months  ended  December  31,  1996.  Contemporaneously  with the  filing of this
10Q-SB/A,  the Company has also filed a 10Q-SB/A for the quarter ended March 31,
1997 which reflects a change in the Company's  policy of capitalization of costs
associated with the identification, start-up and development or expansion of new
products or companies  and general business  services  related to the foregoing.
Readers  are  referred to the 10Q-SB/A for the  quarterly period ended March 31,
1997.



                                      1

<PAGE>




PART 1.           FINANCIAL INFORMATION

                            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
                                                        -----------       -----------

            Total Current Assets                          3,390,935         3,696,081

PROPERTY, PLANT AND EQUIPMENT
      Land                                                  156,503           156,503
      Building and improvements                           1,417,136         1,380,422
      Machinery and equipment                             1,372,777         1,125,921
      Autos and trucks                                      208,858           146,428
      Accumulated depreciation                             (189,425)         (132,856)
                                                        -----------       -----------

            Total Property, Plant and Equipment           2,965,849         2,676,418


OTHER ASSETS

      Intangibles, net of accumulated amortization
        of $85,281 and $75,281, respective                1,501,827         1,330,348
                                                        -----------       -----------

                                                        $ 7,858,611       $ 7,702,847
                                                        ===========       ===========
</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         113,507
     Accrued income taxes                                        278,076         132,359
     Deferred income tax liability                                65,000          65,000
     Current portion of long term debt                           275,000         254,159
                                                             -----------     -----------

              Total Current Liabilities                        1,013,065         955,920

NON CURRENT DEFERRED INCOME TAXES                                 97,550         125,541

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 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           1,000
 Common stock, $.001 par value, 10,000,000 shares
     authorized, 2,410,836 shares and
     1,503,724 shares issued and outstanding                       2,421           2,421
 Paid in capital                                               8,569,011       8,569,011
 Retained earnings                                            (2,263,716)     (2,622,950)

                  Total Stockholders' Equity                   6,308,746       5,949,512
                                                             -----------     -----------

                                                             $ 7,858,611     $ 7,702,847
                                                             ===========     ===========
</TABLE>

















                                           3


<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          2,420,836         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    $(2,622,950)   $5,949,512

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    $(2,263,716)   $6,308,746
                                   ==========         ==========        ==========    ===========    ==========

</TABLE>












































                                                         4



<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        (163,276)
         (Increase) in prepaid expense                          (153,490)       (461,770)
         (Increase) in inventory                                (386,304)       (248,326)
         (Decrease) in accounts payable                          (94,178)       (130,585)
         Increase in income tax accounts                         117,726        (372,331)
         (Decrease) in miscellaneous liabilities                 (15,235)        (84,647)
         Increase in related party receivable                       --           502,978 
                                                             -----------     -----------
      Net Cash Provided (Used) by Operating Activities           (32,328)        209,877

INVESTING ACTIVITIES:
       Start-up costs                                           (201,469)           --
       (Increase) in property, plant and equipment              (394,441)       (378,944)
                                                             -----------     -----------
     Net Cash Provided (Used) by Investing Activities           (595,910)       (378,944)

FINANCING ACTIVITIES:
       Issuance of common stock                                     --           134,600
       (Decrease) in long term debt                              (79,116)        (35,679)
       Dividends paid                                               --           (32,997)
       Increase (Decrease)  in related party note payable       (132,667)         83,321
                                                             -----------     -----------
     Net Cash Provided (Used) by Financing Activities           (211,783)       (149,245)
                                                             -----------     -----------

 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>














                                      5



<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.

      On August 30, 1996,  the Company  filed a  registration  statement on Form
SB-2 under the  Securities  Act of 1933,  as amended,  with the  Securities  and
Exchange Commission (the "SEC"). The SEC issued comments on the filing by letter
dated November 4, 1996. On January 14, 1997 the Company responded to the SEC and
amended the SB-2  filing.  The SEC issued  additional  comments by letter  dated
February 14, 1997. As a result of these comments, the Company made the following
expense  charges to its  financial  statements  for the year ended June 30, 1996
which are reflected in the balance sheets presented herein. On June 12, 1997 the
SEC issued  additional  comments.  As a result of these  comments and prior year
adjustments,   the  Company  has  amended  its   Consolidated   Balance  Sheets,
Consolidated  Statements  of Changes in  Stockholder's  Equity and  Consolidated
Statements  of  Cash  Flows  for the  six  months  ended  December  31,  1996 to
incorporate  such. The expense charges to the financial  statements for the year
ended June 30, 1996,  which are reflected in the balance sheets presented herein
are, are specifically:

      Acquisition  costs  totaling  $76,890 have been charged to expense for the
year ended June 30,  1996 and  represents  the value of 17,000  shares of common
stock and cash paid to unrelated parties pursuant to the acquisition of American









                                        6


<PAGE>


Industrial Management, Inc.  The acquisition has been accounted for based on the
purchase method of accounting.

      Mineral  exploration  costs totaling $700,000 have been charged to expense
for the year ended June 30, 1996. The mineral  exploration costs was incurred in
connection  with the successful  prospecting,  acquisition of mineral rights and
geophysical  analysis of the mineral used in  Mr. Food's  AlloFresh and was paid
to a related party as defined under FASB 57 with the issuance of 140,000  shares
of common stock.

      Startup  costs  totaling  $1,091,308  have been charged to expense for the
year  ended  June 30,  1996.  Startup  costs  represent  pre-operating  expenses
incurred in the development of Mr. Food's AlloFresh under the Company's Consumer
Products  Division.  As  a  result  of the  formation of Products  That Produce,
Inc.,  141,000 shares of stock were issued to unrelated  parties.  The remaining
$386,308 in startup costs  represents  operating  expenses  incurred  during the
startup phase.

      Web development  costs totaling  $400,000 have been charged to expense for
the year ended  June 30,  1996.  The costs  were  incurred  in  connection  with
certain  contracts to acquire equipment and to develop and maintain Internet web
sites  ultimately as an Internet  provider to market its consumer  products and,
through its Manufacturing  Division, its inventory of refurbished gear boxes and
other power  transmission  components  internationally.  The web development was
paid for with the issuance of 80,000 shares of stock to an unrelated party.

      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.  Contemporaneously with the filing of this 10Q-SB/A, the Company has
also filed a 10Q-SB/A  for the quarter  ended  March 31,  1997 which  reflects a
change in the Company's policy of capitalization of  costs  associated  with the
identification,  start-up  and  development  or  expansion  of  new  products or
companies and general  business  services related  to the foregoing. Readers are
referred to the 10Q-SB/A for the quarterly period ended March 31, 1997.


                                      7


<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: June 16, 1997                       By: /s/ Ella Boutwell Chesnutt
                                              --------------------------
                                                Ella Boutwell Chesnutt,
                                                Chairman



















                                        8