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 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 Road, Suite 5, Knoxville, TN 37923
              -----------------------------------------------------
                    (Address of principal executive offices)

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

                   105 West Fifth Avenue, Knoxville, TN 37917
              ----------------------------------------------------
              (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>




                         PART I - FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS.

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

Consolidated Balance Sheets at March 31, 1997 (Unaudited)
and June 30, 1996 (Audited)                                                  2

Consolidated Statements of Operations for the three months
and nine months ended March 31, 1997 and 1996 (Unaudited)                    4

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

Consolidated Statements of Stockholders' Equity for the nine
month period ended March 31, 1997 (Unaudited)                                6

Notes to the Unaudited Consolidated Financial Statements                     7






























                                        1



<PAGE>


                             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      1,125,921
           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                 2,516,350      1,330,348
                                                                  -----------    -----------
                                                                  $ 8,744,418    $ 7,702,847
                                                                  ===========    ===========
</TABLE>



  






















                                      2

<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                                315,000        132,359
           Deferred income tax liability                                        65,000         65,000
           Current portion of long term debt                                   275,000        254,159
                                                                           -----------    -----------

                     Total Current Liabilities                             $ 1,107,048    $   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                                                (2,160,148)    (2,622,950)
                                                                           -----------    -----------

                     Total Stockholders' Equity                              7,012,815      5,949,512
                                                                           -----------    -----------

                                                                           $ 8,744,418    $ 7,702,847
                                                                           ===========    ===========

</TABLE>




























                                        3

<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
                                                           ----------      ----------      ----------      ----------

           Income from operations                             148,568         223,361         685,302         685,761

Income tax provision                                           45,000          72,250         222,500         234,500
                                                            ----------      ----------      ----------      ----------

           Net Income                                      $  103,568      $  151,111      $  462,802      $  451,261
                                                           ==========      ==========      ==========      ==========

Earnings per common and common equivalent share:
           Net income before payment of dividends          $  103,568      $  151,111      $  462,802      $  451,261
            Dividends paid                                       --             6,840            --            39,837
                                                           ----------      ----------      ----------      ----------
           Net income available to common shareholders     $  103,568      $  144,271      $  462,802      $  411,424
                                                           ==========      ==========      ==========      ==========

Earnings Per Share:
           Net Income                                      $      .04      $      .08      $      .19      $      .26
           Average weighted shares outstanding              2,430,850       1,703,306       2,430,850       1,598,903

</TABLE>
































                                                        4



<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 income                                                    $   462,802       $   451,261
           Adjustments to reconcile net income to
             net cash provided by operating activities:
               Amortization and depreciation                                 170,000           171,024
           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 accrued federal & state taxes          182,641            60,000
               Increase (decrease) in miscellaneous liabilities               37,187            30,845
                                                                         -----------       -----------
           Net Cash Provided (Used) by Operating Activities                  333,444           (99,511)

NET CASH PROVIDED FROM INVESTING AND
           FINANCING ACTIVITIES:                                          (1,173,166)          148,274

 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>
































                                                    

                                               5



<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                                                                         462,802   $  462,802
                                   -----------           -----------         ----------       --------   ----------

Balance, March 31, 1997            $     1,030           $     2,752          $9,169,181    $(2,160,148)  $7,012,815
               === ====            ===========           ===========          ==========    ===========   ==========

</TABLE>


                                                             




































                                                               6


<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, 1996 and 1995 are not necessarily indicative of the results that
may be expected for the year ended June 30, 1996.

        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 years ended June 30, 1996
and June 30, 1995 which are reflected in the balance sheets presented herein.

        Acquisition  costs totaling $76,890 have been charged to expense for the
year  ended  June 30, 196 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.

        Acquisition  costs totaling  $1,980,602 have been charged to expense for
the year ended June 30, 1995 and represent the value of 466,809 shares of common
stock and cash paid  pursuant to the  acquisitions  of Outside  Plant  Services,
Inc., NHP Manufacturing Corp. and Industrial  Fabrication & Repair, Inc. Of this
amount,  approximately  $1,900,000 was incurred with related  parties as defined
under FASB 57. The  acquisitions  have 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 under 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.


                                        7



<PAGE>


        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
Productions  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 301,  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.


































                                        8



<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 130% 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.  Income from
operations decreased approximately $75,000 or approximately 34% in Third Quarter
Fiscal  1997  from the  comparable  period  in  Fiscal  1996 as a result  of the
increase in SG&A in the Manufacturing Division as hereinafter discussed.

      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.  Income from operations remained relatively constant 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 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. Income from
operations  increased  approximately 15.5% in Third Quarter Fiscal 1997 from the
comparable period in Third Quarter Fiscal 1996.

      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 Maintenance  Requisition Order Corp.  ("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




                                      9


<PAGE>


marketing efforts. For the balance of Fiscal 1997 and beyond,  management of the
Company  anticipates,  as a  result  of  the  aggresive  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.  Income  from  operations   decreased
approximately  14% for Third Quarter Fiscal 1997 from the  comparable  period in
Third Quarter  Fiscal 1996 as a result of the increase in revenues  attributable
to lower margin accounts.

      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.  Income from
operations  decreased  approximately  4% for Third Quarter  Fiscal 1997 from the
comparable  period in Third  Quarter  Fiscal 1996 as a result of the 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.

      As  hereinafter  described in Liquidity  and Capital  Resources as well as
Part II, Item 5, 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.

Liquidity and Capital Resources

      The Company's working capital at March 31, 1997 was $2,199,797, a decrease
of  approximately  $540,000 from June 30, 1996. This decrease in working capital
is primarily the result of the  acquisition of additional  inventory,  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

                                      10


<PAGE>


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  hereinafter  described  in Part II,  Item 5, 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.

                          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.

      On May 7, 1997 the registrant  executed 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 registrant's  restricted common stock.  Under
the terms of the letter of intent,  following the completion of the acquisition,
which is  expected to within 30 days of the  execution  of the letter of intent,

                                      11


<PAGE>


Robert  Hausman,  President  of  Federal,  will join the  registrant's  Board of
Directors and assume the additional  post of President of the  Registrant.  Mrs.
Ella Chesnutt,  currently Chairman and President of the registrant,  will remain
as Chairman.





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

            (a)   None.

            (b)   None.







































                                     12


<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: May 20, 1997                        By: /s/ Ella Boutwell Chesnutt
                                               ---------------------------------
                                                   Ella Boutwell Chesnutt,
                                                   President

































                                       13