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 March 31, 1997

                                      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 May 15,  1997  the
registrant had issued and outstanding 1,794,144 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  March 31, 1997 as set
forth below:

                              LIST OF ITEMS AMENDED

                         PART I - FINANCIAL INFORMATION

Item                                                                Page Number
----                                                                -----------

1.          Consolidated Balance Sheets at March 31, 1997
            (Unaudited) and June 30, 1996 (Audited)                       3

            Consolidated Statements of Operations for the three
            months and nine months ended March 31, 1997 and 1996
            (Unaudited)                                                   5

            Consolidated Statements of Cash Flows for the nine
            months ended March 31, 1997 (Unaudited)
            and 1996 (Unaudited)                                          6

            Consolidated Statements of Stockholders' Equity for the
            three month period ended March 31, 1997 (Unaudited)           7

            Notes to the Unaudited Consolidated Financial Statements      8

2.          Management's Discussion and Analysis of Financial Condition
            and Results of Operation                                     10

                              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. On June
12, 1997 the SEC issued additional  comments.  As a result of these comments and
the  prior   period   adjustments,   the  Company  has  changed  its  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. Accordingly, the purpose of this amendment is


                                        1


<PAGE>


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  Flow,  Consolidated
Statements  of  Operations  and  associated  Notes  to  Unaudited   Consolidated
Financial  Statements  as of March 31,  1997 and for the  three  and nine  month
periods then ended. In addition,  this amendment  applies proforma effect to the
Consolidated  Statements of Operations and Consolidated  Statements of Cash Flow
for the  three  months  and nine  months  ended  March  31,1996  as  hereinafter
described in Notes to Unaudited Consolidated Financial Statements.













































                                        2


<PAGE>


PART I - FINANCIAL INFORMATION

                             WORKFORCE SYSTEMS CORP.
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>
                                                              March 31,       June 30,
                                                                1997           1996
                                                            -----------    -----------
                                                             (unaudited)
<S>                                                         <C>            <C>        
ASSETS

CURRENT ASSETS
     Cash                                                   $    98,765    $   938,487
     Receivables:
       Trade accounts receivables, no allowance necessary       607,505        633,188
     Inventory                                                1,825,575      1,412,896
     Prepaid expenses                                           775,000        711,510
                                                            -----------    -----------

             Total Current Assets                             3,306,845      3,696,081

PROPERTY, PLANT AND EQUIPMENT
     Land                                                       156,503        156,503
     Building and improvements                                1,380,442      1,380,442
     Machinery and equipment                                  1,395,706      1,125,901
     Autos and trucks                                           146,428        146,428
     Accumulated depreciation                                  (157,856)      (132,856)
                                                            -----------    -----------

              Total Property, Plant and Equipment             2,921,223      2,676,418


OTHER ASSETS
     Intangibles, net of accumulated amortization
       of $ 90,281  and $75,281, respectively                 1,277,637      1,330,348

                                                            $ 7,505,705    $ 7,702,847
                                                            ===========    ===========
</TABLE>






















                                        3


<PAGE>



                             WORKFORCE SYSTEMS CORP.
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<TABLE>
<CAPTION>
                                                                     March 31,       June 30,
                                                                       1997            1996
                                                                    -----------    -----------
                                                                    (unaudited)
<S>                                                                 <C>            <C>        
LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
     Accounts payable                                               $   322,195    $   390,895
     Accrued expenses                                                   129,853        113,507
     Accrued federal & state income taxes                                   -0-        132,359
     Deferred income tax liability                                          -0-         65,000
     Current portion of long term debt                                  275,000        254,159
                                                                    -----------    -----------

              Total Current Liabilities                             $   727,048    $   955,920

NON CURRENT DEFERRED INCOME TAXES                                       125,000        125,541

LONG TERM DEBT, less current portion                                    499,555        539,207

RELATED PARTY NOTE PAYABLE                                                  -0-        132,667

STOCKHOLDER'S EQUITY
     Series A Preferred Stock, $.001 par value, 30 shares
              authorized, 30 shares issued and outstanding                  -0-            -0-
     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, 25,000,000 shares
              authorized,  shares and 2,752,426
              shares issued and outstanding                               2,752          2,421
     Paid in capital                                                  9,169,181      8,569,011
     Retained earnings                                               (3,018,861)    (2,622,950)
                                                                    -----------    -----------

              Total Stockholders' Equity                              6,154,102      5,949,512
                                                                    -----------    -----------

                                                                    $ 7,505,705    $ 7,702,847
                                                                    ===========    ===========
</TABLE>

















                                        4


<PAGE>

                                              WORKFORCE SYSTEMS CORP.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                       -------------------------------------
<TABLE>
<CAPTION>
                                                        For the three   For the three   For the nine    For the nine
                                                        months ended    months ended    months ended    months ended
                                                          March 31,      March 31,        March 31,       March 31,
                                                            1997            1996            1997            1996
                                                        -----------     -----------     -----------     -----------
                                                         (unaudited)    (unaudited)     (unaudited)     (unaudited)
<S>                                                     <C>             <C>             <C>             <C>        
Revenues earned                                         $ 1,238,055     $   987,641     $ 3,586,837     $ 3,158,452
Cost of revenues earned                                     731,022         608,820       2,091,983       1,855,480
                                                        -----------     -----------     -----------     -----------
         Gross Profit                                       507,033         378,821       1,494,854       1,302,972

Selling, general and administrative expenses                358,465         155,460         809,552         617,211

Other expenses:
         Acquisition and start-up expense
                  see attached notes                      1,238,713       2,268,198       1,238,713       2,268,198
                                                        -----------     -----------     -----------     -----------

         Net (Loss) Income before taxes                  (1,090,145)     (2,044,837)       (553,411)     (1,582,437)

Income tax provision (benefit)                             (335,000)       (599,614)       (157,500)       (365,114)
                                                        -----------     -----------     -----------     -----------

         Net Income                                     ($  755,145)    ($1,445,223)    ($  395,911)    ($1,217,323)
                                                        ===========     ===========     ===========     ===========

Earnings per common and common equivalent share:
         Net income before payment of dividends         ($  755,145)    ($1,445,223)    ($  395,911)    ($1,217,323)
          Dividends paid                                       --             6,840            --            39,837
                                                        -----------     -----------     -----------     -----------
         Net income available to common shareholders    ($  755,145)    ($1,452,063)    ($  395,911)    ($1,257,160)
                                                        ===========     ===========     ===========     ===========

Earnings Per Share:
         Net Income                                     $      (.31)    $      (.85)    $      (.16)    $      (.79)
         Average weighted shares outstanding              2,430,850       1,703,306       2,430,850       1,598,903

</TABLE>





























                                                         5


<PAGE>

                             WORKFORCE SYSTEMS CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
<TABLE>
<CAPTION>
                                                             For the nine    For the nine
                                                             months ended    months ended
                                                             March 31,       March 31,
                                                                 1997            1996
                                                             -----------     -----------
                                                             (unaudited)     (unaudited)

<S>                                                          <C>             <C>      
OPERATING ACTIVITIES:
     Net (loss) income                                       ($  395,911)    ($1,217,323)
     Adjustments to reconcile net (loss) income to
       net cash provided by operating activities:
         Amortization and depreciation                           170,000         171,024
         Acquisition and start-up costs                                0       1,279,692
     Changes in operating assets and liabilities:
         (Increase) decrease in receivables                       25,683         370,292
         (Increase) decrease in prepaid expense                  (63,490)       (436,225)
         (Increase) decrease in inventory                       (412,679)       (679,059)
         (Decrease) in accounts payable                          (68,700)        (67,649)
         Increase (decrease) in income tax accounts             (197,900)         60,000
         Increase (decrease) in miscellaneous liabilities         16,346          30,845
                                                             -----------     -----------
     Net Cash Provided (Used) by Operating Activities           (926,651)       (488,403)

NET CASH USED IN INVESTING ACTIVITIES:

     Purchase of fixed assets                                   (362,094)       (302,069)

NET CASH PROVIDED BY FINANCING ACTIVITIES:

     Issuance of common stock                                    467,834         854,271
     Decrease in long-term debt                                  (18,811)        (72,725)
     Dividends paid                                                    0         (39,837)
                                                             -----------     -----------
                                                                 449,023         741,709
                                                             -----------     -----------

 Net Increase (Decrease) in Cash and Cash Equivalents           (839,722)        (48,763)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                     $    98,765     $    42,889
                                                             ===========     ===========
</TABLE>


















                                                         6


<PAGE>



                                          WORKFORCE SYSTEMS CORP.
                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 for the nine months ended March 31, 1997
                                                (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            2,670,836           Additional                  Total
                                   shares issued        shares issued       Paid-In       Retained      Stockholders'
                                   and outstanding      and outstanding     Capital       Earnings      Equity
                                   ---------------       ---------------    -------       --------      ------
<S>                                <C>                   <C>                <C>          <C>           <C>      
Balance, July 1, 1996              $  1,030              $   2,421          $8,569,011    $(2,622,950)  $5,949,512

Issuance of  shares of common
 stock                                                         331             600,170                     600,501

Net income for the nine months
  ended March 31, 1997                                                                       (395,911)  $ (395,911)
                                   --------              ---------          ----------    -----------   ----------

Balance, March 31, 1997            $  1,030              $   2,752          $9,169,181    $(3,018,861)  $6,154,102
                                   ========              =========          ==========    ===========   ==========

</TABLE>














































                                                         7


<PAGE>




                             WORKFORCE SYSTEMS CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 March 31, 1997


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. 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 nine month  periods
ended March 31, 1997 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 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.  As a
result of these comments and prior period  adjustments,  the Company has changed
its  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.  Accordingly,  the purpose of this
amendment 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  Flow,
Consolidated   Statements  of  Operations  and  associated  Notes  to  Unaudited
Consolidated  Financial Statements as of March 31, 1997 and for the period three
and nine month periods then ended. Specifically:

Three Months and Nine Months Ended March 31, 1997 and 1996
----------------------------------------------------------

      Pursuant to the SEC's comments and the hereinafter  described  changes for
the  year  ended  June  30,  1996,   the  Company  has  changed  its  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 and,  accordingly,  has charged to expense all
such items  incurred  during the subject nine month period in the third  quarter
ended  March 31, 1997  which  consist of  (a)  start-up  costs totaling $737,713
representing  cash  payments  to  unrelated  parties  related  to the  Company's
consumer products division in the amount of $559,713 as well as the distribution
subsidiary  of  the  manufacturing  division  in  the amount of $178,000 and (b)

                                      8


<PAGE>

acquisition costs, including identification and  development  of new products or
companies and general business services related  to  the  foregoing  of $501,000
representing  the  value  of  228,000  shares of common stock paid to  unrelated
parties for services to be rendered  through  calendar year 1997  related to the
exploration   and   ongoing   due  diligence  related  to  potential  additional
acquistions   and  expansions  of  the  Company's   business as well as services
attributable to the unsuccessful  acquisition of Star Hosiery, Inc.

      Pursuant to the above referenced change in policy, the Company has elected
to present the  comparative  three and nine month  periods  ended March 31, 1996
giving  effect  to the  following  other  expenses  set  forth  below  under the
subheading "Fiscal Year Ended June 30, 1996" as if they had been applied for the
quarter ended March 31, 1996 to provide the reader with  appropriate  comparable
financial information, even though such items were not expensed until the fourth
quarter of Fiscal 1996 ended June 30, 1996.

Fiscal Year Ended June 30, 1996
-------------------------------

      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
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-KSB/A
for the year  ended  June 30,  1996 as filed with the  Securities  and  Exchange
Commission.


                                        9


<PAGE>




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

      Pursuant to the SEC's comments and the changes for the year ended June 30,
1996 as described in the Notes to Unaudited  Consolidated  Financial  Statements
appearing elsewhere herein, the Company has changed its 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  and,  accordingly,   has  restated  its  Fiscal  1996  financial
statements  to reflect the expense of such costs in the year ended June 30, 1996
and has charged to expense all such items incurred to date in Fiscal 1997 in the
third  quarter  ended March 31,  1997.  Pursuant  to this change in policy,  the
Company has  further  elected to present  the  comparative  three and nine month
periods ended March 31, 1996,  giving effect to the following  Other Expenses as
described in the Notes to Unaudited  Consolidated Financial Statements appearing
elsewhere  herein, as if such items had been expensed in the quarter ended March
31,  1996  to  provide  the  reader  with   appropriate   comparable   financial
information,  even though such items were not expensed  until the fourth quarter
ended June 30, 1996.

      During the three  months ended March 31, 1997,  such  expenses,  which are
reflected on the Company's  Consolidated  Statement of  Operations  under "Other
Expenses," represented (a) start-up costs totaling  $737,713  representing  cash
payments  to  unrelated  parties  related  to  the  Company's  consumer products
division in the amount of $559,713 as well as the distribution subsidiary in the
manufacturing  division  in  the  amount  of $178,000 and (b) acquisition costs,
including  identification  and  development  of  new  products  or companies and
general business services related to the foregoing of $501,000  representing the
value of 228,000  shares of common stock paid to unrelated  parties for services
to be rendered through calendar year 1997 related to the exploration and ongoing
due diligence related to potential additional  acquistions and expansions of the
Company's  business  as  well  as  services  attributable  to  the  unsuccessful
acquisition  of  Star  Hosiery,  Inc.  For  Fiscal  1996,  such  Other  Expenses
represented  (a) acquisition  costs totaling  $76,890,  (b) mineral  exploration
costs totaling  $700,000,  (c) start-up  costs  totaling  $1,091,308 and (d) web
development costs totaling $400,000, all as more fully set forth in the Notes to
Unaudited Consolidated Financial Statements appearing elsewhere herein.

      Management of the Company elected to make the above  referenced  change in
policy  as a  result  of  the  SEC's  comments.  Generally  accepted  accounting
principles provide for the amortization of pre-opening and start-up costs over a
period of a facility in use, or a product  produced,  over the estimated  useful
life  thereof.  The Company's  policy had been to apply this  treatment to costs
incurred in connection  with the Company's  expansion.  In response to the SEC's
comments,  the Company has elected to change its policy and incur these expenses
immediately  as  opposed  to an  amortization  of such  amounts  against  future
revenues or acquisitions,  or until recoverability is impaired.  According,  the
immediate realization of such expenses may, although there can be no assurances,
result in higher margins or profitability in future periods.


                                      10


<PAGE>

Results of Operations

      Consolidated  revenues  for three  months  ended  March 31,  1997  ("Third
Quarter Fiscal 1997")  increased  approximately $ 250,414 or  approximately  25%
from the three months ended March 31, 1996 ("Third Quarter Fiscal 1996").  Gross
profit  increased  modestly  in Third  Quarter  Fiscal 1997 as compared to Third
Quarter  Fiscal  1996.  Selling,  general  and  administrative  expenses  (SG&A)
increased approximately $203,005 or 131% in Third Quarter Fiscal 1997 from Third
Quarter Fiscal 1996 as a result of the continued  expansion of the Manufacturing
Division which  commenced in the fourth  quarter of Fiscal 1996.  Other expenses
charged  as  a  result  of  the  Company's change in accounting policy decreased
approximately  $1,029,485  in  Third  Quarter  Fiscal  1997  from  Third Quarter
Fiscal  1996  as  a  result of the  completion of the Company's  efforts  in the
development  of  Mr.  Food's   AlloFresh  and  a  completion  of  the  Company's
diversification  plans away from its previous  dependence  upon single source of
revenue as  described  in the  Company's  Annual  Report on Form  10-KSB for the
fiscal year ended June 30 1994. Net (Loss) before taxes decreased  approximately
$954,692 as a result of the aforedescribed decrease in Other Expenses.

      Consolidated  revenues for nine months ended March 31, 1997  ("Fiscal 1997
To Date") increased  approximately  $428,000 or approximately  14% from the nine
months ended March 31, 1996 ("Fiscal 1996 To Date"). Gross profit in Fiscal 1997
To Date remained  relatively  constant as compared to Fiscal 1996 To Date.  SG&A
increased  approximately  $192,341 or approximately  131% in Fiscal 1997 To Date
from  Fiscal  1996  To  Date  as a  result  of the  continued  expansion  of the
Manufacturing   Division.  Net  (Loss)  before  taxes  decreased   approximatley
$1,029,026  in Fiscal  1997 To Date from  Fiscal 1996 To Date as a result of the
aforedescribed decrease in Other Expenses.

      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 were approximately  $935,400 for
Third  Quarter  Fiscal 1997 versus  revenues of  approximately  $701,000 for the
comparable period in Fiscal 1996. Revenues from the Manufacturing  Division were
approximately   $2,555,430   for  Fiscal  1997  To  Date   versus   revenues  of
approximately   $2,148,225  for  the  comparable  period  in  Fiscal  1996.  The
Manufacting  Divison  reported a net loss before  taxes of $44,432 for the Third
Quarter of Fiscal 1997 versus net income  before taxes of $123,361 for the Third
Quarter Fiscal  1996 as a result of the  aforedescribed Other Expense related to
the start-up of the Manufacturing  Division's distribution  company, Maintenance
Requisition Order Corp. ("MRO").  For  the nine months ended March 31, 1997  the
net income before taxes  of the  Manufactuing  Division  decreased approximately
10% as a result of the Other Expense stated above.

      The increase in revenues at the Manufacturing  Division is a result of the
expansion of that  division  which began in Fiscal 1997 through a broadening  of
the core operations to include both a diversification of the fabrication work to
include more CNC and other higher margin fabrication work as well as the sale as
an authorized  distributor  of power  transmission  components  to  pre-existing
customers  and to various  new  industrial  clients  with the opening of the new
Dalton,  Georgia  location of MRO. The  increase in SG&A  expenses for the three
months and nine  months  ended  March 31,  1997 from the  comparable  periods in
Fiscal 1996 reflects increased sales and marketing  efforts.  For the balance of

                                       11

<PAGE>


Fiscal 1997 and beyond,  management of the Company  anticipates,  as a result of
the aggressive  growth  posture of the  Manufacturing  Division,  that SG&A will
continue to increase as the revenues base  increases.  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.

Staffing Division

      Revenues from the Staffing Division were approximately $ 277,000 for Third
Quarter Fiscal 1997 versus revenues of approximately $148,000 for the comparable
period in Fiscal 1996.  Revenues from the Staffing  Division were  approximately
$700,555 for Fiscal 1997 To Date versus revenues of  approximately  $495,000 for
the comparable  period in Fiscal 1996. The Staffing  Divsion reported net income
before taxes of approximatley $10,000 for Third Quarter Fiscal 1997 versus a net
loss before taxes of  approximatley  $30,000 for Third Quarter  Fiscal 1996, and
net income before taxes of approxaimtley  $20,000 for Fiscal 1997 To Date versus
a net loss before taxes of  approximatley  $20,000 for Fiscal 1996 To Date, both
as a result of the increase in revenues  attributable  to lower margin  accounts
and the effect of the expensing of the  aforedescribed  other costs as set forth
in Notes to Unaudited  Consolidated  Financial  Statements  appearing  elsewhere
herein.

      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 were  approximately  $25,000
for Third Quarter Fiscal 1997 versus revenues of approximately  $128,000 for the
comparable  period in Fiscal 1996.  Revenues from the Consumer Products Division
were  approximately  $330,070  for  Fiscal  1997  To  Date  versus  revenues  of
approximately  $504,000 for the  comparable  period in Fiscal  1996.  Net (Loss)
before taxes  decreased  approximatley  $1,600,000 in Third Quarter  Fiscal 1997
versus Third  Quarter  Fiscal 1996 as well as in Fiscal 1997 To Date from Fiscal
1996 To Date as a result of the substantial completion of the development of Mr.
Food's AlloFresh.

      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.

      As hereinafter  described in Liquidity and Capital  Resources,  should the
Company  conclude its  acquisition  of Federal,  such  acquisition  would have a
material  impact on the Company's  revenues which could be reflected as early as
the fourth  quarter of Fiscal 1997.  There can be no assurances,  however,  that
such acquisition will ultimately be consummated.



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<PAGE>

Liquidity and Capital Resources

      The Company's working capital at March 31, 1997 was $2,579,797, a decrease
of  approximately  $160,000 from June 30, 1996. This decrease in working capital
is primarily the  result  of  the  acquisition of additional property, plant and
equipment  related  to  the  growth  of  the  Manufacturing  Division as well as
additional  costs  incurred by the  Consumer  Products  Division with respect to
its newest  product,  Mr.  Food's  AlloFresh.  At the present time the Company's
operations are sufficient to satisfy its cash needs. Currently,  the Company has
no  external  sources of working  capital;  however,  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.   At  the  present  time,  the  Company  has  no  material
commitments for any additional capital expenditures.

      As  previously  disclosed,  the  Company  has signed a letter of intent to
acquire 100% of the issued and outstanding capital stock of Federal Supply, Inc.
and Federal Fabrication, Inc. (collectively,  "Federal") which together serve as
a fabricator and  distributor  of  custom-designed  fire  sprinkler  systems and
components  in exchange for 110,000  shares of the Company's  restricted  common
stock.  Based upon the Company's  due  diligence to date,  while there can be no
assurances,  such due diligence  reflects  that  Federal's  existing  receivable
factoring arrangements and internal sources of working capital are sufficient to
satisfy  Federal's  cash needs.  Accordingly,  assuming the  conclusion  of such
acquisition,  of which  there  can be no  assurance,  it  presently  appears  to
management  of the  Company  based  upon  information  known  to  date  that  no
additional  working capital is required by Federal to continue its operations on
the basis now conducted.

























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<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 17, 1997                       By: /s/ Ella Boutwell Chesnutt
                                              ----------------------------------
                                                  Ella Boutwell Chesnutt,
                                                  Chairman






















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