As filed with the Securities and Exchange Commission on October 23, 1997
                                                           File No. 333-_______
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   _________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   _________

                             WORKFORCE SYSTEMS CORP.
               (Exact name of issuer as specified in its charter)
 
                 Florida                                    65-0353816
     (State or other jurisdiction                       (I.R.S. Employer
    of incorporation or organization)                   Identification No.)

        7777 Glades Road, Suite 211
            Boca Raton, Florida                               33434
 (Address of principal executive offices)                  (Zip Code)
                                   _________

                 WORKFORCE SYSTEMS CORP. 1997 STOCK OPTION PLAN
                            (Full title of the plan)


                                 Robert Hausman
                           7777 Glades Road, Suite 211
                            Boca Raton, Florida 33434
                                 (561) 488-4802
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                                ________________
                                     


<PAGE>



                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                          Proposed    Proposed
                                          maximum     maximum
                                          offering    aggregate     Amount of
Title of securities   Amount to be        price per   offering      registration
 to be registered     registered(1)       share(1)    price(1)      fee (1)
________________________________________________________________________________

Common Stock
($.001 par value)     1,000,000 shares    $4.5625     $4,562,500    $1383.00
________________________________________________________________________________


(1)   Estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee in accordance  with Rule 457(c) under the Securities Act
      based upon the  closing  bid price for the Common  Stock,  $.001 per share
      (the "Common Stock") as reported by the NASD OTC Bulletin Board on October
      17, 1997.
































                                      2


<PAGE>



                            WORKFORCE SYSTEMS CORP.
        CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                     Caption in Prospectus
            --------------------                ---------------------
                                
 1.   Forepart of Registration State-           Facing Page of Registration
      ment and Outside Front Cover              Statement and Cover Page of
      Page of Prospectus                        Prospectus
                                            
 2.   Inside Front and Outside Back             Inside Cover Page of Prospectus
      Cover Pages of Prospectus                 and Outside Cover Page of
                                                Prospectus
                                            
 3.   Summary Information, Risk Fac-            Not Applicable
      tors and Ratio of Earnings to         
      Fixed Charges                         
                                            
 4.   Use of Proceeds                           Not Applicable
                                            
 5.   Determination of Offering Price           Not Applicable
                                            
 6.   Dilution                                  Not Applicable
                                            
 7.   Selling Security Holders                  Not Applicable
                                            
 8.   Plan of Distribution                      Cover Page of Prospectus and
                                                Sales by Selling Security
                                                Holders
                                            
 9.   Description of Securities to be           Description of Securities; 
      Registered                                Workforce Systems Corp.
                                                1997 Stock Option Plan
                                            
10.   Interests of Named Experts and            Legal Matters
      Counsel                               
                                            
11.   Material Changes                          Not Applicable
                                            
12.   Incorporation of Certain Infor-           Incorporation of Certain
      mation by Reference                       Documents by Reference
                                            
13.   Disclosure of Commission Posi-            Indemnification
      tion on Indemnification for           
      Securities Act Liabilities            
                                           




                                        3


<PAGE>



PROSPECTUS
                             WORKFORCE SYSTEMS CORP.

                        1,000,000 Shares of Common Stock

                                ($.001 par value)

                          To Be Issued Pursuant to the
                 Workforce Systems Corp. 1997 Stock Option Plan

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate  of  1,000,000  shares of Common  Stock,  $.001 par value (such shares
being collectively  referred to as the "Shares") of Workforce Systems Corp. (the
"Company") which may be issued, as set forth herein, to officers, directors, key
employees  and   consultants  of  the  Company   pursuant  to  the  exercise  of
non-qualified  or incentive stock options to purchase up to 1,000,000  shares of
Common Stock under and in accordance with the Workforce Systems Corp. 1997 Stock
Option Plan (the "Plan") (the Plan covers the issuance of up to 1,000,000 shares
of Common  Stock),  and separate  stock option  agreements  with  employees  and
directors (the "Option Agreements") (such options being collectively referred to
as  "Options").  All of the  Options or Shares will be granted or issued to such
officers,  directors,  key  employees  and  consultants  pursuant to  individual
written option agreements.  Such selling stockholders may sometimes hereafter be
collectively referred to as the "Selling Security Holders." The Company has been
advised by the Selling  Security  Holders that they may sell all or a portion of
the  Shares  from time to time in the  over-the-counter  market,  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and that such shares
will be  sold at  market  prices  prevailing  at the  time of such  sales  or at
negotiated prices, and the Company will not receive any proceeds from such sales
except upon exercise of the Options.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable  upon exercise of the Options or under the
terms of the Agreements shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.
                                    ________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                    ________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this Prospectus is October 22, 1997.

                                        4


<PAGE>



                              AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission also maintains a website on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is traded on the NASD OTC Bulletin Board under the symbol "WFSY."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an aggregate of 1,000,000  shares of the Company's
Common Stock,  issued or to be issued to officers,  directors,  key employees or
consultants  to the  Company  under  the  Plan,  the  Option  Agreements  or the
Agreements,  as the  case  may  be.  This  Prospectus,  which  is  Part I of the
Registration Statement,  omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the  Common  Stock  offered  by  this  Prospectus,  reference  is  made  to  the
Registration  Statement,  including  the exhibits  thereto.  Statements  in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.    The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997.

      2.    All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to above.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective  amendment


                                        5


<PAGE>


which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies  should be directed to Corporate  Secretary,  Workforce
Systems Corp., 7777 Glades Road, Suite 211, Boca Raton, Florida 33434, Telephone
No. (561) 488-4802.




































                                      6


<PAGE>


                                  THE COMPANY

      The  Company  was  incorporated  under the laws of the State of Florida on
August  17,  1992  under  the name  Wildflower  Financial  Corp.  In July  1994,
following a change in control, the Company changed its name to Workforce Systems
Corp. The Company is a diversified holding company with subsidiaries involved in
manufacturing  and  industrial  fabrication,   employee  staffing  and  consumer
products.

      The Company's  manufacturing  division includes  Industrial  Fabrication &
Repair, Inc.("IFR"),  founded in 1979 and now a subsidiary of the Company, which
provides  machining,  welding,  speciality  design and  fabrications  for custom
applications to clientele from various industries  including paper, steel mills,
rock quarry operations, coal mining applications and bottling facilities.  IFR's
subsidiary  Maintenance  Requisition Order Corp. ("MRO") is an industrial supply
house representing several major lines of power transmission  products,  such as
gear boxes,  bearings  and  couplings,  which are  commonly  used in  industrial
manufacturing and operating facilities.  In May 1997 the manufacturing  division
was  further  expanded  through  the  acquisition  of  100%  of the  issued  and
outstanding  stock  of  Federal  Supply,  Inc.  and  Federal  Fabrication,  Inc.
(collectively,  "Federal").  Federal fabricates and distributes  custom-designed
fire sprinkler systems and components.

      The Company's staffing division includes American  Industrial  Management,
Inc. ("AIM"),  founded in 1995 and now a subsidiary of the Company,  and Outside
Industrial Services,  Inc. ("OIS"),  founded in 1982 and now a subsidiary of the
Company, both of which provide light industrial and light manufacturing staffing
on a contract basis to businesses.

      The Company's consumer products division includes NHP Manufacturing  Corp.
("NHP"),  a subsidiary  of the Company  founded in 1994,  which is the exclusive
manufacturer  for the  ThawMaster  family of  thawing  trays and  Products  That
Produce,  Inc. ("PTP"),  a subsidiary of the Company founded in 1995, mission is
to identify  and market new  consumer  products  which are both  innovative  and
moderately  priced. The first product undertaken by PTP is MR. FOOD'S ALLOFRESH.
The product is being marketed under endorsement by Art Ginsburg,  the nationally
syndicated  T.V.  chef known as "Mr.  Food".  All natural,  made from  minerals,
non-toxic and  environmentally  safe, MR. FOOD'S ALLOFRESH works to prevent food
decay and eliminate bacteria, moisture, mold, mildew and odors in refrigerators,
the kitchen and around the house.

      On  September  22,  1997  the  Company  acquired  100% of the  issued  and
outstanding  capital stock of LPS Acquisition  Corp.  ("LPS") in exchange for an
aggregate of 270,000 shares of the Company's  restricted  common stock from LPS'
shareholders  in a  private  transaction  exempt  from  registration  under  the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. LPS, doing
business as Lantana Peat and Soil, is a distributor  of high quality custom soil
mixes  to  wholesale  nurseries  throughout  Florida.  Annualized  revenues  are
currently estimated at $3 million.






                                      7


<PAGE>



      The majority  shareholder of LPS, owning  approximately  85.2% of LPS, was
Darren Apel, a non-affiliate of the Company.  Minority shareholders in LPS, each
owning  approximately  7.4% of the issued and  outstanding  stock,  were Barbara
Hausman, wife of Robert Hausman who is Chairman and President of the Company and
Ronna Newman Rutstein,  wife of C. Lawrence  Rutstein,  who is a director of the
Company.  Both Messrs.  Hausman and Rutstein disclaim any ownership  interest in
LPS by virtue of their spouses holdings.

      The  calculation  of  the  consideration   paid  by  the  Company  in  the
acquisition of LPS was based upon was based upon a percentage of the significant
revenue base of LPS of approximately $3 million on an annualized basis. Pursuant
to the terms of the  agreement  for the  acquisition  of LPS,  the  sellers  are
required  to  deliver  to the  Company a  fairness  opinion  as to the amount of
consideration  tendered by the Company in the share for share  exchange.  In the
event such fairness  opinion does not support the exchange ratio,  such exchange
ratio shall be adjusted by mutual agreement between the parties.

      The  Company's  executive  offices are located at 7777 Glades Road,  Suite
211, Boca Raton, Florida, telephone 561-488-4802.

                WORKFORCE SYSTEMS CORP. 1997 STOCK OPTION PLAN

INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
Each person  receiving an option under the Plan should read the Plan and related
option agreement in its entirety.

      The Company's 1997 Stock Option Plan was adopted by the Board of Directors
on October 17, 1997  effective as of that date.  Under the Plan, the Company has
reserved an aggregate of 1,000,000 shares of Common Stock for issuance  pursuant
to options granted under the Plan ("Plan  Options").  The purpose of the Plan is
to  encourage  stock  ownership  by  officers,   directors,  key  employees  and
consultants of the Company, and to give such persons a greater personal interest
in the success of the Company's  business and an added  incentive to continue to
advance and  contribute  to the  Company.  The Board of Directors of the Company
will administer the Plan  including,  without  limitation,  the selection of the
persons  who will be  granted  Plan  Options  under the  Plan,  the type of Plan
Options to be granted,  the number of shares subject to each Plan Option and the
Plan Option price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify






                                      8


<PAGE>


("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided that no Plan Option may be  exercisable  more than ten (10) years after
the date of its grant  and,  in the case of an  Incentive  Option  granted to an
eligible  employee  owning more than 10% of the Common Stock,  no more than five
(5) years after the date of the grant.

      The Plan was authorized by the Board of Directors on October 17, 1997, and
the Company  will be  submitted  for  ratification  by the  stockholders  of the
Company at the annual  meeting of  stockholders  to be held on or before October
16, 1998.

ELIGIBILITY

      Officers,  directors, key employees and consultants of the Company and its
subsidiaries are eligible to receive  Non-Qualified  Options under the Workforce
Systems Corp. 1997 Stock Option Plan. Only officers,  directors and employees of
the Company who are  employed  by the Company or by any  subsidiary  thereof are
eligible to receive Incentive Options.

ADMINISTRATION

      The Plan  will be  administered  by the Board of  Directors.  The Board of
Directors  will  determine  from time to time  those  officers,  directors,  key
employees and consultants of the Company or any of its subsidiaries to whom Plan
Options are to be granted,  the terms and  provisions of the  respective  option
agreements,  the time or times at which such Plan Options shall be granted,  the
type of  Plan  Options  to be  granted,  the  dates  such  Plan  Options  become
exercisable,  the number of shares  subject to each Plan  Option,  the  purchase
price of such shares and the form of payment of such purchase  price.  All other
questions  relating to the administration of the Plan, and the interpretation of
the provisions thereof and of the related option agreements, are resolved by the
Board of Directors.

SHARES SUBJECT TO AWARDS

      The Company has reserved  1,000,000 of its authorized but unissued  shares
of Common Stock or shares maintained in the treasury of the Company for issuance
under the Plan, and a maximum of 1,000,000 shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of






                                      9


<PAGE>


Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable under the Plan may not exceed 1,000,000 shares (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and stockholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, an appropriate and  proportionate  adjustment
shall be made in the number or kind of shares  subject to the Plan or subject to
unexercised  Plan  Options and in the  purchase  price per share under such Plan
Options.  Any  adjustment,  however,  does not change the total  purchase  price
payable for the shares subject to outstanding Plan Options.  In the event of the
proposed  dissolution or  liquidation of the Company,  a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's  shares of Common Stock,  the Board of Directors may declare that each
Option  granted under this Plan shall  terminate as of a date to be fixed by the
Board of Directors;  provided that not less than thirty (30) days written notice
of the date so fixed shall be given to each Eligible  Person  holding an Option,
and each such Eligible Person shall have the right,  during the period of thirty
(30) days proceeding such  termination,  to exercise his Option as to all or any
part of the Shares,  including shares of stock as to which such Option would not
otherwise be exercisable.

TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Board of Directors.  Each
Plan Option may be  exercised  in whole or in part at any time during the period
from the date of the  grant  until  the end of the  period  covered  by the Plan
Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock,  with respect to which  Incentive  Stock Options are
first  exercisable by any option holder during any calendar year  (including all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are  qualified  under  Section 422 of the  Internal  Revenue Code of 1986)
shall not exceed $100,000.







                                      10


<PAGE>


EXERCISE PRICE

      The purchase price for shares  subject to Incentive  Stock Options must be
at least 100% of the fair market value of the Company's Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market  value in the case of an  Incentive  Stock  Option  granted to a
person  who is a "10%  stockholder."  A "10%  stockholder"  is a person who owns
(within the meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986)
at the time the Incentive Stock Option is granted,  shares  possessing more than
10% of the total combined voting power of all classes of the outstanding  shares
of the Company,  any parent or any  subsidiaries.  The Plan  provides  that fair
market value shall be determined  by the Board of Directors in  accordance  with
procedures  which it may from time to time  establish.  If the purchase price is
paid with consideration  other than cash, the Board of Directors shall determine
the fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of  Directors  but be not  less  than  the par  value of one  share of the
Company's Common Stock on the date the Option is granted.

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted in the event of certain  changes in the Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,
promissory  notes secured by the Shares issued  through  exercise of the related
Options,  shares of Common Stock or in such other form or  combination  of forms
which shall be acceptable  to the Board of Directors,  provided that any loan or
guarantee by the Company of the purchase price may only be made upon  resolution
of the Board that such loan or guarantee is  reasonably  expected to benefit the
Company.

OPTION PERIOD

      All  Incentive  Stock  Options  shall expire on or before the tenth (10th)
anniversary  of the  date  the  option  is  granted  except  as  limited  above.
Non-Qualified  Options shall expire ten (10) years and one (1) day from the date
of grant unless otherwise provided under the terms of the option grant.

TERMINATION

      All Plan Options are nonassignable and nontransferable,  except by will or
by the  laws of  descent  and  distribution,  and  during  the  lifetime  of the





                                      11


<PAGE>


optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than his death or disability or termination for
cause,  or if an  optionee  is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a director is terminated for
any reason, other than death or disability, the Plan Option granted to him shall
lapse to the extent unexercised on the earlier of the expiration date or 30 days
following the date of  termination.  If the optionee dies during the term of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the  earlier of the  expiration  date of the Plan Option or the date one year
following the date of the optionee's  death.  If the optionee is permanently and
totally  disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986, the Plan Option granted to him lapses to the extent unexercised on
the earlier of the expiration  date of the option or one year following the date
of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors  may amend,  suspend or  terminate  the Plan at any
time.  However,  no such action may prejudice the rights of any optionee who has
prior  thereto been granted  options under this Plan.  Further,  no amendment to
this Plan which has the effect of (a) increasing the aggregate  number of Shares
subject to this Plan  (except for  adjustments  due to changes in the  Company's
capitalization),  or (b) changing the definition of "Eligible Person" under this
Plan,  may be effective  unless and until  approved by the  stockholders  of the
Company  in the same  manner  as  approval  of this Plan is  required.  Any such
termination  of the Plan  shall not  affect  the  validity  of any Plan  Options
previously  granted  thereunder.  Unless  the Plan shall  theretofore  have been
suspended or terminated by the Board of Directors,  the Plan shall  terminate on
October 16, 2007.

FEDERAL INCOME TAX EFFECTS

      The following discussion applies to the Workforce Systems Corp. 1997 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
March 31, 1997. It does not purport to be a complete  description of the federal
income tax  consequences  of the Plan, nor does it describe the  consequences of
state,  local or foreign  tax laws  which may be  applicable.  Accordingly,  any
person receiving a grant under the Plan should consult with his own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee  granted an Incentive Stock Option does not recognize  taxable
income  either  at the  date of grant  or at the  date of its  timely  exercise.
However,  the excess of the fair  market  value of Common  Stock  received  upon
exercise of the Incentive Stock Option over the Option exercise price is an item
of tax preference  under Section  56(b)(3) of the Code and may be subject to the
alternative  minimum tax imposed by Section 55 of the Code. Upon  disposition of
stock acquired on exercise of an Incentive Stock Option,  long-term capital gain
or loss is  recognized  in an amount equal to the  difference  between the sales






                                      12

<PAGE>


price and the Incentive Stock Option  exercise  price,  provided that the option
holder has not  disposed of the stock within two years from the date of grant or
within one year from the date of exercise,  whatever is later.  If the Incentive
Stock Option holder  disposes of the acquired  stock  (including the transfer of
acquired  stock in payment of the exercise  price of an Incentive  Stock Option)
without complying with both of these holding period requirements ("Disqualifying
Disposition"),  the option holder will recognize  ordinary income at the time of
such  Disqualifying  Disposition  to the extent of the  difference  between  the
exercise  price and the lesser of the fair market value of the stock on the date
the Incentive  Stock Option is exercised (the value six months after the date of
exercise  may govern in the case of an employee  whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities  Exchange Act of
1934) or the amount realized on such  Disqualifying  Disposition.  Any remaining
gain or loss is treated  as a  short-term  or  long-term  capital  gain or loss,
depending  on how long the  shares  are held.  In the  event of a  Disqualifying
Disposition,  the Incentive Stock Option tax preference  described above may not
apply (although,  where the Disqualifying  Disposition  occurs subsequent to the
year the  Incentive  Stock  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and its  subsidiary  are not entitled to a tax deduction
upon either  exercise  of an  Incentive  Stock  Option or  disposition  of stock
acquired  pursuant  to such an  exercise,  except to the extent  that the Option
holder recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Stock Option pays the  exercise  price,  in
full or in part, with shares of previously  acquired Common Stock,  the exchange
should not affect the Incentive  Stock Option tax treatment of the exercise.  No
gain or loss should be recognized on the  exchange,  and the shares  received by
the  employee,  equal in  number to the  previously  acquired  shares  exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously  acquired shares. The employee will not, however,  be
able to utilize  the old  holding  period  for the  purpose  of  satisfying  the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding  period  which  commences as of the date the Common Stock is issued to
the employee  upon exercise of the  Incentive  Stock  Option.  If an exercise is
effected using shares  previously  acquired through the exercise of an Incentive
Stock Option, the exchange of the previously  acquired shares will be considered
a  disposition  of  such  shares  for  the  purpose  of  determining  whether  a
Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option,  unless the option has a readily  ascertainable fair market value at the
time, but recognizes  ordinary  income  generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
NonQualified  Options is subject to the  restrictions  on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1934, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of


                                      13


<PAGE>


exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the federal  securities laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors  and 10% and  greater  stockholders  may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                           DESCRIPTION OF SECURITIES

Common Stock

      The  Company is  authorized  by its  Articles  of  Incorporation  to issue
25,000,000   shares  of  Common  Stock,  of  which  2,583,346  were  issued  and
outstanding  as of October 13, 1997.  The holders of the Company's  Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled to share ratably in the assets of the Company, subject to the rights of
the holders of any shares of preferred stock which may be outstanding, remaining
after the payment of all debts and other liabilities.

      All shares of the Company's  Common Stock have equal voting  rights,  each
share being entitled to one vote per share for the election of directors and all
other purposes.  Holders of such Common Stock are not entitled to any preemptive
rights to purchase or subscribe for any of the Company's Securities.  All of the
Company's  Common  Stock  which is  issued  and  outstanding  is fully  paid and
non-assessable.  Stockholders,  including the holders of any series of preferred
stock  outstanding,  do not have cumulative voting rights,  which means that the
holders of more than 50% of the shares  voting for the election of Directors are
able to elect 100% of the Company's Directors.

      It is not  contemplated  that  any  dividends  will be paid on the  Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its Board of Directors
at that time.

Preferred Stock

      The Company is authorize to issue 2,000,000 shares of preferred stock, par
value  $.0001 per  share,  issuable  in such  series and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board






                                      14


<PAGE>


of Directors may determine. As of October 13, 1997 there are 30 shares of Series
A Preferred Stock,  30,000 shares of Series C Preferred Stock and 115,000 shares
of Series E Cumulative Non-Participating Preferred Stock issued and outstanding,
with 1,854,970 shares of preferred stock remaining without designation.

      The  designations,  rights and preferences of the Series A Preferred Stock
provide that the shares (i) have full voting rights,  share for share,  with the
then  outstanding  Common  Stock of the  Company as well as any other  series of
preferred stock then outstanding,  (ii) are not convertible into any other class
of equity of the  Company,  (iii) are  redeemable  at any time at the  Company's
option  at par  value  of  $.001  per  share,  (iv)  pay  dividends  at the sole
discretion  of the  Company's  Board  of  Directors,  (v) are not  transferrable
without the consent of the Company's Board of Directors and (vi) in the event of
a liquidation or winding up of the Company, carry a liquidation preference equal
to par  value,  without  interest,  and are junior in  interest  to the Series B
Preferred  of  the  Company  then  outstanding.  Such  Series  B  Preferred  has
subsequently been converted to Common Stock pursuant to its designations, rights
and preferences and the series has been retired.

      The  designations,  rights and preferences of the Series C Preferred Stock
provide that the shares (i) have no voting rights, (ii) are not convertible into
any other class of equity of the Company,  (iii) are  redeemable  at any time at
the Company's  option at an amount equal to the prior year's annual  dividend as
previously set by action of the Company's Board of Directors, (iv) pay dividends
at the  sole  discretion  of the  Company's  Board  of  Directors,  (v)  are not
transferrable  without the consent of the Company's  Board of Directors and (vi)
in the event of a liquidation or winding up of the Company,  carry a liquidation
preference equal to par value,  without interest,  and are junior in interest to
the Series B Preferred of the Company then  outstanding.  For the calendar years
of 1996 and 1997 the Board of Directors has determined that  dividends,  if any,
on the Series C Preferred  Stock will be paid at its  discretion.  No  dividends
were paid in the calendar  year of 1996 and none have been  declared,  nor is it
anticipated any will be declared, during the calendar year of 1997.

Over-The-Counter Market

      The Company's Common Stock is traded on the over-the-counter market on the
NASD OTC Bulletin Board under the symbol "WFSY."

Transfer Agent

      The Company's  transfer agent is Florida  Atlantic Stock  Transfer,  Inc.,
5701 North Pine Island Road, Suite 325, Tamarac, Florida 33321.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop and Borkson,
P.A., 200 East Las Olas Boulevard,  Suite 1900, Fort Lauderdale,  Florida 33301.
Members  of the firm are the  owners  of an  aggregate  of 7,488  shares  of the
Company's Common Stock.





                                       15


<PAGE>

                                INDEMNIFICATION

      The Articles of  Incorporation of the Company provide  indemnification  of
directors  and  officers  and  other  corporate  agents  to the  fullest  extent
permitted  pursuant to the laws of Florida.  The Articles of Incorporation  also
limit the personal  liability of the Company's  directors to the fullest  extent
permitted  by  the  Florida  Business  Corporation  Act.  The  Florida  Business
Corporation  Act contains  provisions  entitling  directors  and officers of the
Company to indemnification from judgments, fines, amounts paid in settlement and
reasonable  expenses,  including  attorney's fees, as the result of an action or
proceeding  in which they may be  involved  by reason of being or having  been a
director or officers of the Company,  provided said officers of directors  acted
in good faith.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is therefore unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as express in the Act and will be
governed by the final adjudication of such issue.





























                                      16


<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a)   The Registrant's  latest annual report or transitional  report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case of
the Registrant,  either (1) the latest  prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Act"),  that contains audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements  have  been  filed  or (2) the  Registrant's  effective  registration
statement  on Form 10 or 30F filed under the  Exchange  Act  containing  audited
financial statements for the Registrant's latest fiscal year.

                  1.    The  Company's  Annual  Report  on Form  10-KSB  for the
fiscal year ended June 30, 1997.

            (b)   All other reports filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (c)   The  description  of the Common Stock of the Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

ITEM 4.     DESCRIPTION OF SECURITIES
-------     -------------------------

      A  description  of  the  Registrant's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
-------     --------------------------------------

            Not Applicable.






                                       17


<PAGE>

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------     -----------------------------------------

            A description of the  indemnification  of the Registrant's  officers
and directors is set forth above under the heading "Indemnification."

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
-------     -----------------------------------

            Not applicable.

ITEM 8.     EXHIBITS
-------     --------

Exhibit                       Description
-------                       -----------

4(a)        Workforce Systems Corp. 1997 Stock Option Plan

4(b)        Form  of  Stock  Option  Agreements  to be  issued  pursuant  to the
            Workforce Systems Corp. 1997 Stock Option Plan

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance of shares of Common Stock pursuant to the Workforce Systems
            Corp. 1997 Stock Option Plan

(24.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(24.2)      Consent of BDO Seidman, LLP

ITEM 9.     UNDERTAKINGS
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.






                                       18


<PAGE>



      (2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.





























                                      19


<PAGE>



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Boca Raton and the State of Florida, on the 22nd
day of October, 1997.

                                    Workforce Systems Corp.

                                    By: /s/ Robert Hausman
                                       --------------------------------  
                                         Robert Hausman,
                                         Chairman of the Board,
                                         Principal Executive Officer
                                         and President

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


SIGNATURE                           TITLE                      DATE
---------                           -----                      ----

/s/ Robert Hausman                  President/Chairman         October 22, 1997
------------------------------
Robert L. Hausman

/s/ Mark Weisz                      Director                   October 22, 1997
------------------------------
Mark Weisz

/s/ C. Lawrence Rutstein            Director                   October 22, 1997
------------------------------
C. Lawrence Rutstein

/s/ Lester Gann                     Director                   October 22, 1997
------------------------------
Lester Gann













                                       20


<PAGE>



                                  EXHIBIT INDEX

                             Workforce Systems Corp.


EXHIBIT
NUMBER                       DESCRIPTION                               PAGE
------                       -----------                               ----

4(a)        Workforce Systems Corp. 1997 Stock Option Plan

4(b)        Form of Stock Option Agreements to be issued
            pursuant to the 1997 Stock Option Plan Company

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
            relating to the issuance of shares of Common Stock
            pursuant to the 1997 Stock Option Plan

(24.1)      Consent of Atlas, Pearlman, Trop & Borkson, P.A.
            included in the opinion filed as exhibit (5) hereto

(24.2)      Consent of BDO Seidman, LLP



























                                       21
[{"type": "S-8", "sequence": "1", "description": "WORKFORCE SYSTEMS CORP.  FORM S-8", "secsgml_size_bytes": 54417}]
{"company-data": {"conformed-name": "WORKFORCE SYSTEMS CORP /FL/", "cik": "0000893771", "assigned-sic": "7363", "irs-number": "650353816", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38547", "film-number": "97699532"}, "business-address": {"street1": "7777 GLADES ROAD", "street2": "SUITE 211", "city": "BOCA RATON", "state": "FL", "zip": "33434", "phone": "5614884802"}, "mail-address": {"street1": "7777 GLADES ROAD", "street2": "SUITE 211", "city": "BOCA RATON", "state": "FL", "zip": "33434"}, "former-company": [{"former-conformed-name": "WORKFORCE FINANCIAL CORP", "date-changed": "19950719"}, {"former-conformed-name": "WORKFORCE SYSTEMS CORP", "date-changed": "19940713"}, {"former-conformed-name": "WILDFLOWER FINANCIAL CORP", "date-changed": "19940628"}]}
As filed with the Securities and Exchange Commission on October 23, 1997
                                                           File No. 333-_______
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   _________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   _________

                             WORKFORCE SYSTEMS CORP.
               (Exact name of issuer as specified in its charter)
 
                 Florida                                    65-0353816
     (State or other jurisdiction                       (I.R.S. Employer
    of incorporation or organization)                   Identification No.)

        7777 Glades Road, Suite 211
            Boca Raton, Florida                               33434
 (Address of principal executive offices)                  (Zip Code)
                                   _________

                 WORKFORCE SYSTEMS CORP. 1997 STOCK OPTION PLAN
                            (Full title of the plan)

                                 Robert Hausman
                           7777 Glades Road, Suite 211
                            Boca Raton, Florida 33434
                                 (561) 488-4802
                     (Name and address of agent for service)

                                    Copy to:

                            Charles B. Pearlman, Esq.
                      Atlas, Pearlman, Trop & Borkson, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301
                                 (954) 763-1200
                                ________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                          Proposed    Proposed
                                          maximum     maximum
                                          offering    aggregate     Amount of
Title of securities   Amount to be        price per   offering      registration
 to be registered     registered(1)       share(1)    price(1)      fee (1)
________________________________________________________________________________

Common Stock
($.001 par value)     1,000,000 shares    $4.5625     $4,562,500    $1383.00
________________________________________________________________________________

(1)   Estimated   solely  for  the  purpose  of  computing  the  amount  of  the
      registration  fee in accordance  with Rule 457(c) under the Securities Act
      based upon the  closing  bid price for the Common  Stock,  $.001 per share
      (the "Common Stock") as reported by the NASD OTC Bulletin Board on October
      17, 1997.

                                      2
WORKFORCE SYSTEMS CORP.
        CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K

            Form S-8 Item Number
                and Caption                     Caption in Prospectus
            --------------------                ---------------------
                                
 1.   Forepart of Registration State-           Facing Page of Registration
      ment and Outside Front Cover              Statement and Cover Page of
      Page of Prospectus                        Prospectus
                                            
 2.   Inside Front and Outside Back             Inside Cover Page of Prospectus
      Cover Pages of Prospectus                 and Outside Cover Page of
                                                Prospectus
                                            
 3.   Summary Information, Risk Fac-            Not Applicable
      tors and Ratio of Earnings to         
      Fixed Charges                         
                                            
 4.   Use of Proceeds                           Not Applicable
                                            
 5.   Determination of Offering Price           Not Applicable
                                            
 6.   Dilution                                  Not Applicable
                                            
 7.   Selling Security Holders                  Not Applicable
                                            
 8.   Plan of Distribution                      Cover Page of Prospectus and
                                                Sales by Selling Security
                                                Holders
                                            
 9.   Description of Securities to be           Description of Securities; 
      Registered                                Workforce Systems Corp.
                                                1997 Stock Option Plan
                                            
10.   Interests of Named Experts and            Legal Matters
      Counsel                               
                                            
11.   Material Changes                          Not Applicable
                                            
12.   Incorporation of Certain Infor-           Incorporation of Certain
      mation by Reference                       Documents by Reference
                                            
13.   Disclosure of Commission Posi-            Indemnification
      tion on Indemnification for           
      Securities Act Liabilities            
                                           

                                        3
PROSPECTUS
                             WORKFORCE SYSTEMS CORP.

                        1,000,000 Shares of Common Stock

                                ($.001 par value)

                          To Be Issued Pursuant to the
                 Workforce Systems Corp. 1997 Stock Option Plan

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate  of  1,000,000  shares of Common  Stock,  $.001 par value (such shares
being collectively  referred to as the "Shares") of Workforce Systems Corp. (the
"Company") which may be issued, as set forth herein, to officers, directors, key
employees  and   consultants  of  the  Company   pursuant  to  the  exercise  of
non-qualified  or incentive stock options to purchase up to 1,000,000  shares of
Common Stock under and in accordance with the Workforce Systems Corp. 1997 Stock
Option Plan (the "Plan") (the Plan covers the issuance of up to 1,000,000 shares
of Common  Stock),  and separate  stock option  agreements  with  employees  and
directors (the "Option Agreements") (such options being collectively referred to
as  "Options").  All of the  Options or Shares will be granted or issued to such
officers,  directors,  key  employees  and  consultants  pursuant to  individual
written option agreements.  Such selling stockholders may sometimes hereafter be
collectively referred to as the "Selling Security Holders." The Company has been
advised by the Selling  Security  Holders that they may sell all or a portion of
the  Shares  from time to time in the  over-the-counter  market,  in  negotiated
transactions,  directly or through  brokers or  otherwise,  and that such shares
will be  sold at  market  prices  prevailing  at the  time of such  sales  or at
negotiated prices, and the Company will not receive any proceeds from such sales
except upon exercise of the Options.

      No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such  information or  representation  must not be relied upon as having
been authorized by the Company.  Neither the delivery of this Prospectus nor any
distribution  of the Shares  issuable  upon exercise of the Options or under the
terms of the Agreements shall, under any  circumstances,  create any implication
that  there has been no  change in the  affairs  of the  Company  since the date
hereof.
                                    ________

      THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED  ON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.
                                    ________

      This  Prospectus  does not  constitute an offer to sell  securities in any
state to any person to whom it is unlawful to make such offer in such state.

                The date of this Prospectus is October 22, 1997.

                                        4
AVAILABLE INFORMATION

      The Company is subject to the informational requirements of the Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other  information  filed with the Commission can be inspected and copied at
the public  reference  facilities of the  Commission at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  Copies  of this  material  can  also be  obtained  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.  The
Commission also maintains a website on the Internet that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission at  http://www.sec.gov.  The Company's Common
Stock is traded on the NASD OTC Bulletin Board under the symbol "WFSY."

      The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration  Statement") under the Securities Act of 1933, as amended
(the "Act"),  with respect to an aggregate of 1,000,000  shares of the Company's
Common Stock,  issued or to be issued to officers,  directors,  key employees or
consultants  to the  Company  under  the  Plan,  the  Option  Agreements  or the
Agreements,  as the  case  may  be.  This  Prospectus,  which  is  Part I of the
Registration Statement,  omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the  Common  Stock  offered  by  this  Prospectus,  reference  is  made  to  the
Registration  Statement,  including  the exhibits  thereto.  Statements  in this
Prospectus as to any document are not necessarily  complete,  and where any such
document  is an exhibit to the  Registration  Statement  or is  incorporated  by
reference  herein,  each such  statement  is  qualified  in all  respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full  statement  of the  provisions  thereof.  A copy of the  Registration
Statement,  with  exhibits,  may be  obtained  from the  Commission's  office in
Washington,  D.C. (at the above address) upon payment of the fees  prescribed by
the rules and regulations of the Commission, or examined there without charge.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The  following  documents  filed by the Company  with the  Securities  and
Exchange Commission are incorporated herein by reference and made a part hereof:

      1.    The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997.

      2.    All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange  Act since the end of the fiscal  year  covered  by the  annual  report
referred to above.

      All reports and documents filed by the Company  pursuant to Section 13, 14
or 15(d) of the Exchange Act, prior to the filing of a post-effective  amendment

                                        5
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the  respective
date of filing of such documents. Any statement incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this  Prospectus to
the extent that a statement  contained herein or in any other subsequently filed
document,  which also is or is deemed to be  incorporated  by reference  herein,
modifies or supersedes  such  statement.  Any  statement  modified or superseded
shall not be deemed, except as so modified or superseded,  to constitute part of
this Prospectus.

      The Company  hereby  undertakes to provide  without charge to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written  request of any such person,  a copy of any or all of
the  documents  referred  to above  which  have been or may be  incorporated  by
reference in this  Prospectus,  other than exhibits to such  documents.  Written
requests for such copies  should be directed to Corporate  Secretary,  Workforce
Systems Corp., 7777 Glades Road, Suite 211, Boca Raton, Florida 33434, Telephone
No. (561) 488-4802.

                                      6
THE COMPANY

      The  Company  was  incorporated  under the laws of the State of Florida on
August  17,  1992  under  the name  Wildflower  Financial  Corp.  In July  1994,
following a change in control, the Company changed its name to Workforce Systems
Corp. The Company is a diversified holding company with subsidiaries involved in
manufacturing  and  industrial  fabrication,   employee  staffing  and  consumer
products.

      The Company's  manufacturing  division includes  Industrial  Fabrication &
Repair, Inc.("IFR"),  founded in 1979 and now a subsidiary of the Company, which
provides  machining,  welding,  speciality  design and  fabrications  for custom
applications to clientele from various industries  including paper, steel mills,
rock quarry operations, coal mining applications and bottling facilities.  IFR's
subsidiary  Maintenance  Requisition Order Corp. ("MRO") is an industrial supply
house representing several major lines of power transmission  products,  such as
gear boxes,  bearings  and  couplings,  which are  commonly  used in  industrial
manufacturing and operating facilities.  In May 1997 the manufacturing  division
was  further  expanded  through  the  acquisition  of  100%  of the  issued  and
outstanding  stock  of  Federal  Supply,  Inc.  and  Federal  Fabrication,  Inc.
(collectively,  "Federal").  Federal fabricates and distributes  custom-designed
fire sprinkler systems and components.

      The Company's staffing division includes American  Industrial  Management,
Inc. ("AIM"),  founded in 1995 and now a subsidiary of the Company,  and Outside
Industrial Services,  Inc. ("OIS"),  founded in 1982 and now a subsidiary of the
Company, both of which provide light industrial and light manufacturing staffing
on a contract basis to businesses.

      The Company's consumer products division includes NHP Manufacturing  Corp.
("NHP"),  a subsidiary  of the Company  founded in 1994,  which is the exclusive
manufacturer  for the  ThawMaster  family of  thawing  trays and  Products  That
Produce,  Inc. ("PTP"),  a subsidiary of the Company founded in 1995, mission is
to identify  and market new  consumer  products  which are both  innovative  and
moderately  priced. The first product undertaken by PTP is MR. FOOD'S ALLOFRESH.
The product is being marketed under endorsement by Art Ginsburg,  the nationally
syndicated  T.V.  chef known as "Mr.  Food".  All natural,  made from  minerals,
non-toxic and  environmentally  safe, MR. FOOD'S ALLOFRESH works to prevent food
decay and eliminate bacteria, moisture, mold, mildew and odors in refrigerators,
the kitchen and around the house.

      On  September  22,  1997  the  Company  acquired  100% of the  issued  and
outstanding  capital stock of LPS Acquisition  Corp.  ("LPS") in exchange for an
aggregate of 270,000 shares of the Company's  restricted  common stock from LPS'
shareholders  in a  private  transaction  exempt  from  registration  under  the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. LPS, doing
business as Lantana Peat and Soil, is a distributor  of high quality custom soil
mixes  to  wholesale  nurseries  throughout  Florida.  Annualized  revenues  are
currently estimated at $3 million.

                                      7
The majority  shareholder of LPS, owning  approximately  85.2% of LPS, was
Darren Apel, a non-affiliate of the Company.  Minority shareholders in LPS, each
owning  approximately  7.4% of the issued and  outstanding  stock,  were Barbara
Hausman, wife of Robert Hausman who is Chairman and President of the Company and
Ronna Newman Rutstein,  wife of C. Lawrence  Rutstein,  who is a director of the
Company.  Both Messrs.  Hausman and Rutstein disclaim any ownership  interest in
LPS by virtue of their spouses holdings.

      The  calculation  of  the  consideration   paid  by  the  Company  in  the
acquisition of LPS was based upon was based upon a percentage of the significant
revenue base of LPS of approximately $3 million on an annualized basis. Pursuant
to the terms of the  agreement  for the  acquisition  of LPS,  the  sellers  are
required  to  deliver  to the  Company a  fairness  opinion  as to the amount of
consideration  tendered by the Company in the share for share  exchange.  In the
event such fairness  opinion does not support the exchange ratio,  such exchange
ratio shall be adjusted by mutual agreement between the parties.

      The  Company's  executive  offices are located at 7777 Glades Road,  Suite
211, Boca Raton, Florida, telephone 561-488-4802.

                WORKFORCE SYSTEMS CORP. 1997 STOCK OPTION PLAN

INTRODUCTION

      The following  descriptions  summarize certain  provisions of the Plan and
the form of agreements  to be entered into by recipients of options  thereunder.
Such  summaries do not purport to be complete and are  qualified by reference to
the full text of the Plan and form of  agreement.  A copy of the Plan is on file
as an exhibit to the Registration  Statement of which this Prospectus is a part.
Each person  receiving an option under the Plan should read the Plan and related
option agreement in its entirety.

      The Company's 1997 Stock Option Plan was adopted by the Board of Directors
on October 17, 1997  effective as of that date.  Under the Plan, the Company has
reserved an aggregate of 1,000,000 shares of Common Stock for issuance  pursuant
to options granted under the Plan ("Plan  Options").  The purpose of the Plan is
to  encourage  stock  ownership  by  officers,   directors,  key  employees  and
consultants of the Company, and to give such persons a greater personal interest
in the success of the Company's  business and an added  incentive to continue to
advance and  contribute  to the  Company.  The Board of Directors of the Company
will administer the Plan  including,  without  limitation,  the selection of the
persons  who will be  granted  Plan  Options  under the  Plan,  the type of Plan
Options to be granted,  the number of shares subject to each Plan Option and the
Plan Option price.

      Plan Options  granted  under the Plan may either be options  qualifying as
incentive stock options ("Incentive  Options") under Section 422 of the Internal
Revenue  Code  of  1986,  as  amended,   or  options  that  do  not  so  qualify

                                      8
("Non-Qualified  Options").  In addition, the Plan also allows for the inclusion
of a reload option provision ("Reload Option"), which permits an eligible person
to pay the  exercise  price of the Plan Option with shares of Common Stock owned
by the  eligible  person and  receive a new Plan  Option to  purchase  shares of
Common Stock equal in number to the tendered shares. As discussed hereafter, any
Incentive  Option  granted under the Plan must provide for an exercise  price of
not less than 100% of the fair market value of the underlying shares on the date
of such grant,  but the exercise  price of any  Incentive  Option  granted to an
eligible  employee owning more than 10% of the  outstanding  Common Stock of the
Company  must not be less than 110% of such fair market value as  determined  on
the date of the grant.  The term of each Plan  Option and the manner in which it
may be exercised  is  determined  by the Board of  Directors  or the  Committee,
provided that no Plan Option may be  exercisable  more than ten (10) years after
the date of its grant  and,  in the case of an  Incentive  Option  granted to an
eligible  employee  owning more than 10% of the Common Stock,  no more than five
(5) years after the date of the grant.

      The Plan was authorized by the Board of Directors on October 17, 1997, and
the Company  will be  submitted  for  ratification  by the  stockholders  of the
Company at the annual  meeting of  stockholders  to be held on or before October
16, 1998.

ELIGIBILITY

      Officers,  directors, key employees and consultants of the Company and its
subsidiaries are eligible to receive  Non-Qualified  Options under the Workforce
Systems Corp. 1997 Stock Option Plan. Only officers,  directors and employees of
the Company who are  employed  by the Company or by any  subsidiary  thereof are
eligible to receive Incentive Options.

ADMINISTRATION

      The Plan  will be  administered  by the Board of  Directors.  The Board of
Directors  will  determine  from time to time  those  officers,  directors,  key
employees and consultants of the Company or any of its subsidiaries to whom Plan
Options are to be granted,  the terms and  provisions of the  respective  option
agreements,  the time or times at which such Plan Options shall be granted,  the
type of  Plan  Options  to be  granted,  the  dates  such  Plan  Options  become
exercisable,  the number of shares  subject to each Plan  Option,  the  purchase
price of such shares and the form of payment of such purchase  price.  All other
questions  relating to the administration of the Plan, and the interpretation of
the provisions thereof and of the related option agreements, are resolved by the
Board of Directors.

SHARES SUBJECT TO AWARDS

      The Company has reserved  1,000,000 of its authorized but unissued  shares
of Common Stock or shares maintained in the treasury of the Company for issuance
under the Plan, and a maximum of 1,000,000 shares may be issued  thereunder.  In
connection  with the adoption and approval of the Plan,  the Company's  Board of

                                      9
Directors  resolved that the  aggregate  number of total shares of the Company's
Common Stock issuable under the Plan may not exceed 1,000,000 shares (subject to
adjustment  in the event of  certain  changes in the  Company's  capitalization)
without further action by the Company's Board of Directors and stockholders,  as
required.  Except for such limitation on the aggregate number of shares issuable
under the Plan,  there is no maximum or minimum number of shares of Common Stock
as to which a Plan  Option may be granted to any  person.  Shares  used for Plan
Options  may be  authorized  and  unissued  shares or shares  reacquired  by the
Company,  including shares purchased in the open market.  Shares covered by Plan
Options which terminate  unexercised  will again become available for additional
Plan Options, without decreasing and maximum number of shares issuable under the
Plan, although such shares may also be used by the Company for other purposes.

      The Plan provides that, if the Company's outstanding shares are increased,
decreased,  exchanged or otherwise adjusted due to a share dividend,  forward or
reverse share split,  recapitalization,  reorganization,  merger, consolidation,
combination or exchange of shares, an appropriate and  proportionate  adjustment
shall be made in the number or kind of shares  subject to the Plan or subject to
unexercised  Plan  Options and in the  purchase  price per share under such Plan
Options.  Any  adjustment,  however,  does not change the total  purchase  price
payable for the shares subject to outstanding Plan Options.  In the event of the
proposed  dissolution or  liquidation of the Company,  a proposed sale of all or
substantially all of the assets of the Company, a merger or tender offer for the
Company's  shares of Common Stock,  the Board of Directors may declare that each
Option  granted under this Plan shall  terminate as of a date to be fixed by the
Board of Directors;  provided that not less than thirty (30) days written notice
of the date so fixed shall be given to each Eligible  Person  holding an Option,
and each such Eligible Person shall have the right,  during the period of thirty
(30) days proceeding such  termination,  to exercise his Option as to all or any
part of the Shares,  including shares of stock as to which such Option would not
otherwise be exercisable.

TERMS OF EXERCISE

      The Plan  provides  that  the Plan  Options  granted  thereunder  shall be
exercisable from time to time in whole or in part, unless otherwise specified in
the agreement  representing the Plan Options or by the Board of Directors.  Each
Plan Option may be  exercised  in whole or in part at any time during the period
from the date of the  grant  until  the end of the  period  covered  by the Plan
Option period.

      The Plan  provides  that,  with respect to Incentive  Stock  Options,  the
aggregate fair market value (determined as of the time the option is granted) of
the shares of Common Stock,  with respect to which  Incentive  Stock Options are
first  exercisable by any option holder during any calendar year  (including all
incentive  stock  option plans of the  Company,  any parent or any  subsidiaries
which are  qualified  under  Section 422 of the  Internal  Revenue Code of 1986)
shall not exceed $100,000.

                                      10
EXERCISE PRICE

      The purchase price for shares  subject to Incentive  Stock Options must be
at least 100% of the fair market value of the Company's Common Stock on the date
the option is granted,  except that the purchase  price must be at least 110% of
the fair market  value in the case of an  Incentive  Stock  Option  granted to a
person  who is a "10%  stockholder."  A "10%  stockholder"  is a person who owns
(within the meaning of Section  422(b)(6) of the Internal  Revenue Code of 1986)
at the time the Incentive Stock Option is granted,  shares  possessing more than
10% of the total combined voting power of all classes of the outstanding  shares
of the Company,  any parent or any  subsidiaries.  The Plan  provides  that fair
market value shall be determined  by the Board of Directors in  accordance  with
procedures  which it may from time to time  establish.  If the purchase price is
paid with consideration  other than cash, the Board of Directors shall determine
the fair value of such consideration to the Company in monetary terms.

      The exercise  price of  Non-Qualified  Options  shall be determined by the
Board of  Directors  but be not  less  than  the par  value of one  share of the
Company's Common Stock on the date the Option is granted.

      The per share  purchase  price of shares  subject to Plan Options  granted
under the Plan may be adjusted in the event of certain  changes in the Company's
capitalization,  but any such  adjustment  shall not change  the total  purchase
price payable upon the exercise in full of Plan Options granted under the Plan.

MANNER OF EXERCISE

      Plan Options are exercisable  under the Plan by delivery of written notice
to the  Company  stating  the  number of shares  with  respect to which the Plan
Option is being  exercised,  together  with full payment of the  purchase  price
therefor.  Payment shall be in cash, checks, certified or bank cashier's checks,
promissory  notes secured by the Shares issued  through  exercise of the related
Options,  shares of Common Stock or in such other form or  combination  of forms
which shall be acceptable  to the Board of Directors,  provided that any loan or
guarantee by the Company of the purchase price may only be made upon  resolution
of the Board that such loan or guarantee is  reasonably  expected to benefit the
Company.

OPTION PERIOD

      All  Incentive  Stock  Options  shall expire on or before the tenth (10th)
anniversary  of the  date  the  option  is  granted  except  as  limited  above.
Non-Qualified  Options shall expire ten (10) years and one (1) day from the date
of grant unless otherwise provided under the terms of the option grant.

TERMINATION

      All Plan Options are nonassignable and nontransferable,  except by will or
by the  laws of  descent  and  distribution,  and  during  the  lifetime  of the

                                      11
optionee, may be exercised only by such optionee. If an optionee's employment is
terminated for any reason, other than his death or disability or termination for
cause,  or if an  optionee  is not an employee of the Company but is a member of
the Company's Board of Directors and his service as a director is terminated for
any reason, other than death or disability, the Plan Option granted to him shall
lapse to the extent unexercised on the earlier of the expiration date or 30 days
following the date of  termination.  If the optionee dies during the term of his
employment, the Plan Option granted to him shall lapse to the extent unexercised
on the  earlier of the  expiration  date of the Plan Option or the date one year
following the date of the optionee's  death.  If the optionee is permanently and
totally  disabled within the meaning of Section 22(c)(3) of the Internal Revenue
Code of 1986, the Plan Option granted to him lapses to the extent unexercised on
the earlier of the expiration  date of the option or one year following the date
of such disability.

MODIFICATION AND TERMINATION OF PLANS

      The Board of Directors  may amend,  suspend or  terminate  the Plan at any
time.  However,  no such action may prejudice the rights of any optionee who has
prior  thereto been granted  options under this Plan.  Further,  no amendment to
this Plan which has the effect of (a) increasing the aggregate  number of Shares
subject to this Plan  (except for  adjustments  due to changes in the  Company's
capitalization),  or (b) changing the definition of "Eligible Person" under this
Plan,  may be effective  unless and until  approved by the  stockholders  of the
Company  in the same  manner  as  approval  of this Plan is  required.  Any such
termination  of the Plan  shall not  affect  the  validity  of any Plan  Options
previously  granted  thereunder.  Unless  the Plan shall  theretofore  have been
suspended or terminated by the Board of Directors,  the Plan shall  terminate on
October 16, 2007.

FEDERAL INCOME TAX EFFECTS

      The following discussion applies to the Workforce Systems Corp. 1997 Stock
Option Plan and is based on federal income tax laws and regulations in effect on
March 31, 1997. It does not purport to be a complete  description of the federal
income tax  consequences  of the Plan, nor does it describe the  consequences of
state,  local or foreign  tax laws  which may be  applicable.  Accordingly,  any
person receiving a grant under the Plan should consult with his own tax adviser.

      The Plan is not  subject  to the  provisions  of the  Employee  Retirement
Income  Security Act of 1974 and is not qualified  under  Section  401(a) of the
Internal Revenue Code of 1986, as amended (the "Code").

      An employee  granted an Incentive Stock Option does not recognize  taxable
income  either  at the  date of grant  or at the  date of its  timely  exercise.
However,  the excess of the fair  market  value of Common  Stock  received  upon
exercise of the Incentive Stock Option over the Option exercise price is an item
of tax preference  under Section  56(b)(3) of the Code and may be subject to the
alternative  minimum tax imposed by Section 55 of the Code. Upon  disposition of
stock acquired on exercise of an Incentive Stock Option,  long-term capital gain
or loss is  recognized  in an amount equal to the  difference  between the sales

                                      12
price and the Incentive Stock Option  exercise  price,  provided that the option
holder has not  disposed of the stock within two years from the date of grant or
within one year from the date of exercise,  whatever is later.  If the Incentive
Stock Option holder  disposes of the acquired  stock  (including the transfer of
acquired  stock in payment of the exercise  price of an Incentive  Stock Option)
without complying with both of these holding period requirements ("Disqualifying
Disposition"),  the option holder will recognize  ordinary income at the time of
such  Disqualifying  Disposition  to the extent of the  difference  between  the
exercise  price and the lesser of the fair market value of the stock on the date
the Incentive  Stock Option is exercised (the value six months after the date of
exercise  may govern in the case of an employee  whose sale of stock at a profit
could subject him to suit under Section 16(b) of the Securities  Exchange Act of
1934) or the amount realized on such  Disqualifying  Disposition.  Any remaining
gain or loss is treated  as a  short-term  or  long-term  capital  gain or loss,
depending  on how long the  shares  are held.  In the  event of a  Disqualifying
Disposition,  the Incentive Stock Option tax preference  described above may not
apply (although,  where the Disqualifying  Disposition  occurs subsequent to the
year the  Incentive  Stock  Option is  exercised,  it may be  necessary  for the
employee to amend his return to eliminate  the tax  preference  item  previously
reported).  The Company and its  subsidiary  are not entitled to a tax deduction
upon either  exercise  of an  Incentive  Stock  Option or  disposition  of stock
acquired  pursuant  to such an  exercise,  except to the extent  that the Option
holder recognized ordinary income in a Disqualifying Disposition.

      If the holder of an Incentive  Stock Option pays the  exercise  price,  in
full or in part, with shares of previously  acquired Common Stock,  the exchange
should not affect the Incentive  Stock Option tax treatment of the exercise.  No
gain or loss should be recognized on the  exchange,  and the shares  received by
the  employee,  equal in  number to the  previously  acquired  shares  exchanged
therefor, will have the same basis and holding period for long-term capital gain
purposes as the previously  acquired shares. The employee will not, however,  be
able to utilize  the old  holding  period  for the  purpose  of  satisfying  the
Incentive Stock Option statutory holding period requirements. Shares received in
excess of the number of previously acquired shares will have a basis of zero and
a holding  period  which  commences as of the date the Common Stock is issued to
the employee  upon exercise of the  Incentive  Stock  Option.  If an exercise is
effected using shares  previously  acquired through the exercise of an Incentive
Stock Option, the exchange of the previously  acquired shares will be considered
a  disposition  of  such  shares  for  the  purpose  of  determining  whether  a
Disqualifying Disposition has occurred.

      In respect to the holder of Non-Qualified  Options, the option holder does
not  recognize  taxable  income  on the date of the  grant of the  Non-Qualified
Option,  unless the option has a readily  ascertainable fair market value at the
time, but recognizes  ordinary  income  generally at the date of exercise in the
amount of the difference  between the option  exercise price and the fair market
value of the Common  Stock on the date of  exercise.  However,  if the holder of
NonQualified  Options is subject to the  restrictions  on resale of Common Stock
under Section 16 of the Securities  Exchange Act of 1934, such person  generally
recognizes ordinary income at the end of the six-month period following the date
of exercise in the amount of the  difference  between the option  exercise price
and the fair  market  value  of the  Common  Stock  at the end of the  six-month
period.  Nevertheless,  such  holder may elect  within 30 days after the date of

                                      13
exercise to recognize ordinary income as of the date of exercise.  The amount of
ordinary income  recognized by the option holder is deductible by the Company in
the year that income is recognized.

RESTRICTIONS UNDER SECURITIES LAWS

      The sale of the Shares must be made in  compliance  with federal and state
securities  laws.  Officers,  directors and 10% or greater  stockholders  of the
Company,  as well as certain  other  persons or parties  who may be deemed to be
"affiliates" of the Company under the federal  securities laws,  should be aware
that  resales  by  affiliates   can  only  be  made  pursuant  to  an  effective
Registration  Statement,  Rule 144 or any other applicable exemption.  Officers,
directors  and 10% and  greater  stockholders  may also be subject to the "short
swing" profit rule of Section 16(b) of the Securities Exchange Act of 1934.

                           DESCRIPTION OF SECURITIES

Common Stock

      The  Company is  authorized  by its  Articles  of  Incorporation  to issue
25,000,000   shares  of  Common  Stock,  of  which  2,583,346  were  issued  and
outstanding  as of October 13, 1997.  The holders of the Company's  Common Stock
are  entitled to receive  dividends  at such time and in such  amounts as may be
determined  by the  Company's  Board  of  Directors,  and upon  liquidation  are
entitled to share ratably in the assets of the Company, subject to the rights of
the holders of any shares of preferred stock which may be outstanding, remaining
after the payment of all debts and other liabilities.

      All shares of the Company's  Common Stock have equal voting  rights,  each
share being entitled to one vote per share for the election of directors and all
other purposes.  Holders of such Common Stock are not entitled to any preemptive
rights to purchase or subscribe for any of the Company's Securities.  All of the
Company's  Common  Stock  which is  issued  and  outstanding  is fully  paid and
non-assessable.  Stockholders,  including the holders of any series of preferred
stock  outstanding,  do not have cumulative voting rights,  which means that the
holders of more than 50% of the shares  voting for the election of Directors are
able to elect 100% of the Company's Directors.

      It is not  contemplated  that  any  dividends  will be paid on the  Common
Stock,  and the  future  ability to pay  dividends  will be  dependent  upon the
success of the Company's  operations  and the decision by its Board of Directors
at that time.

Preferred Stock

      The Company is authorize to issue 2,000,000 shares of preferred stock, par
value  $.0001 per  share,  issuable  in such  series and  bearing  such  voting,
dividend, conversion,  liquidation and other rights and preferences as the Board

                                      14
of Directors may determine. As of October 13, 1997 there are 30 shares of Series
A Preferred Stock,  30,000 shares of Series C Preferred Stock and 115,000 shares
of Series E Cumulative Non-Participating Preferred Stock issued and outstanding,
with 1,854,970 shares of preferred stock remaining without designation.

      The  designations,  rights and preferences of the Series A Preferred Stock
provide that the shares (i) have full voting rights,  share for share,  with the
then  outstanding  Common  Stock of the  Company as well as any other  series of
preferred stock then outstanding,  (ii) are not convertible into any other class
of equity of the  Company,  (iii) are  redeemable  at any time at the  Company's
option  at par  value  of  $.001  per  share,  (iv)  pay  dividends  at the sole
discretion  of the  Company's  Board  of  Directors,  (v) are not  transferrable
without the consent of the Company's Board of Directors and (vi) in the event of
a liquidation or winding up of the Company, carry a liquidation preference equal
to par  value,  without  interest,  and are junior in  interest  to the Series B
Preferred  of  the  Company  then  outstanding.  Such  Series  B  Preferred  has
subsequently been converted to Common Stock pursuant to its designations, rights
and preferences and the series has been retired.

      The  designations,  rights and preferences of the Series C Preferred Stock
provide that the shares (i) have no voting rights, (ii) are not convertible into
any other class of equity of the Company,  (iii) are  redeemable  at any time at
the Company's  option at an amount equal to the prior year's annual  dividend as
previously set by action of the Company's Board of Directors, (iv) pay dividends
at the  sole  discretion  of the  Company's  Board  of  Directors,  (v)  are not
transferrable  without the consent of the Company's  Board of Directors and (vi)
in the event of a liquidation or winding up of the Company,  carry a liquidation
preference equal to par value,  without interest,  and are junior in interest to
the Series B Preferred of the Company then  outstanding.  For the calendar years
of 1996 and 1997 the Board of Directors has determined that  dividends,  if any,
on the Series C Preferred  Stock will be paid at its  discretion.  No  dividends
were paid in the calendar  year of 1996 and none have been  declared,  nor is it
anticipated any will be declared, during the calendar year of 1997.

Over-The-Counter Market

      The Company's Common Stock is traded on the over-the-counter market on the
NASD OTC Bulletin Board under the symbol "WFSY."

Transfer Agent

      The Company's  transfer agent is Florida  Atlantic Stock  Transfer,  Inc.,
5701 North Pine Island Road, Suite 325, Tamarac, Florida 33321.

                                  LEGAL MATTERS

      Certain  legal  matters in connection  with the  securities  being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop and Borkson,
P.A., 200 East Las Olas Boulevard,  Suite 1900, Fort Lauderdale,  Florida 33301.
Members  of the firm are the  owners  of an  aggregate  of 7,488  shares  of the
Company's Common Stock.

                                       15
INDEMNIFICATION

      The Articles of  Incorporation of the Company provide  indemnification  of
directors  and  officers  and  other  corporate  agents  to the  fullest  extent
permitted  pursuant to the laws of Florida.  The Articles of Incorporation  also
limit the personal  liability of the Company's  directors to the fullest  extent
permitted  by  the  Florida  Business  Corporation  Act.  The  Florida  Business
Corporation  Act contains  provisions  entitling  directors  and officers of the
Company to indemnification from judgments, fines, amounts paid in settlement and
reasonable  expenses,  including  attorney's fees, as the result of an action or
proceeding  in which they may be  involved  by reason of being or having  been a
director or officers of the Company,  provided said officers of directors  acted
in good faith.

      Insofar as  indemnification  for liabilities  arising under the Act may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against public policy as expressed in the Act and is therefore unenforceable. In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification by it is against public policy as express in the Act and will be
governed by the final adjudication of such issue.

                                      16
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
-------     ---------------------------------------

      The  documents  listed  in (a)  through  (e)  below  are  incorporated  by
reference in the Registration Statement. All documents subsequently filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  by reference in the  Registration  Statement and to be part
thereof from the date of filing of such documents.

            (a)   The Registrant's  latest annual report or transitional  report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or, in the case of
the Registrant,  either (1) the latest  prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Act"),  that contains audited
financial  statements  for the  Registrant's  latest  fiscal year for which such
statements  have  been  filed  or (2) the  Registrant's  effective  registration
statement  on Form 10 or 30F filed under the  Exchange  Act  containing  audited
financial statements for the Registrant's latest fiscal year.

                  1.    The  Company's  Annual  Report  on Form  10-KSB  for the
fiscal year ended June 30, 1997.

            (b)   All other reports filed  pursuant to Section 13(a) or 15(d) of
the Exchange  Act since the end of the fiscal year  covered by the  Registrant's
document referred to in (a) above.

            (c)   The  description  of the Common Stock of the Company  which is
contained in a Registration  Statement  filed under the Exchange Act,  including
any amendment or report filed for the purpose of updating such description.

ITEM 4.     DESCRIPTION OF SECURITIES
-------     -------------------------

      A  description  of  the  Registrant's  securities  is  set  forth  in  the
Prospectus incorporated as a part of this Registration Statement.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL
-------     --------------------------------------

            Not Applicable.

                                       17
ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
-------     -----------------------------------------

            A description of the  indemnification  of the Registrant's  officers
and directors is set forth above under the heading "Indemnification."

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
-------     -----------------------------------

            Not applicable.

ITEM 8.     EXHIBITS
-------     --------

Exhibit                       Description
-------                       -----------

4(a)        Workforce Systems Corp. 1997 Stock Option Plan

4(b)        Form  of  Stock  Option  Agreements  to be  issued  pursuant  to the
            Workforce Systems Corp. 1997 Stock Option Plan

(5)         Opinion of Atlas,  Pearlman,  Trop & Borkson,  P.A.  relating to the
            issuance of shares of Common Stock pursuant to the Workforce Systems
            Corp. 1997 Stock Option Plan

(24.1)      Consent of Atlas,  Pearlman,  Trop & Borkson,  P.A.  included in the
            opinion filed as exhibit (5) hereto

(24.2)      Consent of BDO Seidman, LLP

ITEM 9.     UNDERTAKINGS
-------     ------------

      (1)   The undersigned Registrant hereby undertakes:

            (a)   To file,  during  any period in which  offerings  or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

            (b)   That, for the purposes of determining  any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

            (c)   To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

                                       18
(2)   The undersigned  Registrant  hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3)   Insofar as indemnification for liabilities arising under the Act may
be permitted to Directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and Exchange  Commission,  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a Director,  officer of  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
Director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      19
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Boca Raton and the State of Florida, on the 22nd
day of October, 1997.

                                    Workforce Systems Corp.

                                    By: /s/ Robert Hausman
                                       --------------------------------  
                                         Robert Hausman,
                                         Chairman of the Board,
                                         Principal Executive Officer
                                         and President

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

SIGNATURE                           TITLE                      DATE
---------                           -----                      ----

/s/ Robert Hausman                  President/Chairman         October 22, 1997
------------------------------
Robert L. Hausman

/s/ Mark Weisz                      Director                   October 22, 1997
------------------------------
Mark Weisz

/s/ C. Lawrence Rutstein            Director                   October 22, 1997
------------------------------
C. Lawrence Rutstein

/s/ Lester Gann                     Director                   October 22, 1997
------------------------------
Lester Gann

                                       20
EXHIBIT INDEX

                             Workforce Systems Corp.

EXHIBIT
NUMBER                       DESCRIPTION                               PAGE
------                       -----------                               ----

4(a)        Workforce Systems Corp. 1997 Stock Option Plan

4(b)        Form of Stock Option Agreements to be issued
            pursuant to the 1997 Stock Option Plan Company

(5)         Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
            relating to the issuance of shares of Common Stock
            pursuant to the 1997 Stock Option Plan

(24.1)      Consent of Atlas, Pearlman, Trop & Borkson, P.A.
            included in the opinion filed as exhibit (5) hereto

(24.2)      Consent of BDO Seidman, LLP

                                       21