As filed with the Securities and Exchange
                               on April 9, 1997
                                                  Registration 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 registrant as specified in its charter)

            Florida                                     65-0353816
     ----------------------                ----------------------------------
    (State of Incorporation               (I.R.S. Employer Identification No.)
     or other Jurisdiction)

                             105 West Fifth Avenue
                         Knoxville, Tennessee  37917
               -------------------------------------------------  
              (Address of Principal Executive Offices)(Zip Code)

                            Workforce Systems Corp.
                         STOCK COMPENSATION AGREEMENTS
                         -----------------------------
                             (Full title of Plan)

                           Charles B. Pearlman, Esq.
                     Atlas, Pearlman, Trop & Borkson, P.A.
                    200 East Las Olas Boulevard, Suite 1900
                          Fort Lauderdale, FL  33301
                                305-763-1200
            -------------------------------------------------------
           (Name, Address and Telephone Number for Agent of Service)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

Title of          Amount to be    Proposed Maximum      Proposed Maximum     Amount of Registration
Securities to     Registered      Offering Price Per    Aggregate            Registration Fee
be Registered                     Share (1)             Offering Price(1)
----------------------------------------------------------------------------------------------------
<S>               <C>               <C>                 <C>                      <C>    
Common            525,000           $5.50               $2,887,500               $995.69
Stock
_________________________________________________________________________________________

(1)   Determined  pursuant to Rule 457(h) the  registration  fee was  calculated on the basis of the
      maximum  number  of  securities to be issued under the Agreements  that  are  covered  by  the
      registration  statement  computed upon the basis of the closing bid price of the Common Stock,
      being $5.50 share, as reported on the NASD OTC Bulletin Board on April 4, 1997.

</TABLE>





<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 Statement        Facing Page of Registration
      and Outside Front Cover Page of           Statement and Cover Page of
      Prospectus                                Prospectus

2.    Inside Front and Outside Back Cover       Inside and Outside Cover Page of
      Pages of Prospectus                       Prospectus

3.    Summary Information, Risk Factors         Not Applicable
      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

9.    Description of Securities to be           Description of Securities; Stock
      Registered                                Compensation Agreements

10.   Interests of Named Experts                Not Applicable
      and Counsel

11.   Material Change                           Not Applicable

12.   Incorporation of Certain Information      Incorporation of Certain
      by Reference                              Documents by Reference

13.   Disclosure of Commission Position on      Indemnification; Undertakings
      Indemnification for Securities Act
      Liabilities





<PAGE>

PROSPECTUS

                             WORKFORCE SYSTEMS CORP.

                         525,000 Shares of Common Stock
                                 $.001 par value
                                     to be
                        Issued Pursuant to the Company's
                          Stock Compensation Agreements

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 525,000 shares of common stock,  par value $.001 per share ("Common
Stock") of Workforce Systems Corp. (the "Company")  underlying  options,  as set
forth  herein,  which  have been  granted to  certain  parties  as  compensation
(collectively,   the  "Compensation   Stock")  pursuant  to  written  agreements
(collectively,  the  "Stock  Compensation  Agreements").  The  Company  has been
advised  that the  parties may sell all or a portion of the  Compensation  Stock
from time to time in the  over-the-counter  market through brokers and that such
shares will be sold at market  prices  prevailing  at the time of such sales and
that the Company will not receive any proceeds from such sales.

      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  Compensation  Stock issuable  pursuant to the terms of the
Stock  Compensation  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  OR ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION PASSED UPON 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 April 9, 1997.




<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
otherwise,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission ("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 Company
has  also   recently   begum   filing   reports   and   information   statements
electronically. The Commission maintains a Web site that contains reports, proxy
and information  statements and other  information  regarding  issuers that file
electronically   with  the   Commission.   The  address  of  such  Web  site  is
http://www.sec.gov.

      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 the  aggregate of 525,000  shares of the  Company's
Common  Stock  to  be  issued  pursuant  to  options  granted  under  the  Stock
Compensation  Agreements.  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 Compensation Stock,
reference is made to the Registration Statement, including the exhibits thereto.
Statements in this  Prospects as to any document are not  necessarily  complete,
and where  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  Commission  are
incorporated hereby by reference and made a part hereof:

      1.    The  Company's  Annual  Report on Form  10-KSBA  for the fiscal year
ended June 30, 1996.

      2.    The Company's  Quarterly  Report on Form 10-QSB for the three months
ended September 30, 1996.

      3.    The  Company's  Quarterly  Report on Form  10-QSB for the six months
ended December 31, 1996.







                                        2


<PAGE>



      4.    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
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold,  shall be deemed  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 change to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral 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., 105 West Fifth Avenue,  Knoxville,  TN 37917,  telephone 423-524-
4885.


























                                      3



<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, 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
newly incorporated  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.

      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,  whose
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.

      The  Company's  executive  offices are  located at 105 West Fifth  Avenue,
Knoxville, Tennessee 37917, telephone 423-524-4885.

                         STOCK COMPENSATION AGREEMENTS
General

      On April 3, 1997 the Company  entered  into a Consulting  and  Acquisition
Management  Agreement with Shulman & Associates,  Inc., a Florida corporation of
which  Manny J.  Shulman  is the sole  shareholder,  a copy of which is filed as
Exhibit 4.1  hereto,  which  provides  for the grant of options to acquire up to
500,000 shares of the Company's common stock for the provision of services to be








                                      4



<PAGE>

rendered  thereunder  in  connection  with the  identification,  evaluation  and
structure of mergers, consolidations, acquisitions, joint ventures and strategic
alliances (the "Shulman  Stock").  Such options are exercisable at any time from
the date of grant until July 3, 1997 at an exercise price of $1.00 per share. On
April 3, 1997 the Company also entered into a Marketing  Services Agreement with
B. Alan  Associates,  Inc., a Florida  corporation  of which Barry A. Rothman is
sole shareholder, a copy of which is filed as Exhibit 4.2 hereto, which provides
for the grant of options to acquire up to 25,000 shares of the Company's  common
stock for the provision of services to be rendered thereunder in connection with
marketing for the Company (the "Alan Stock").  These options are  exercisable at
any time for a period of one year from the date of the  agreement.  The  Shulman
Stock  and the  Alan  Stock  are  hereinafter  collectively  referred  to as the
"Compensation Stock."

Restrictions Under Securities Laws

      The sale of the shares of  Compensation  Stock 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  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 registration.

                           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  1,306,244  were  issued  and
outstanding as of April 3, 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.




                                      5



<PAGE>


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
of Directors may determine.  As of April 3, 1997 there are 30 shares of Series A
Preferred  Stock and  30,000  shares  of Series C  Preferred  Stock  issued  and
outstanding,   with  1,969,970  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.

      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.  An annual dividend rate
of $36,000 for the balance of calendar  1994 and for the  calendar  year of 1995
was set by the  Board  of  Directors  and  paid  accordance  therewith.  For the
calendar year of 1996 the Board of Directors determined that dividends,  if any,
on the Series C Preferred  Stock would be paid at its  discretion.  No dividends
were paid in the  calendar  year of 1996.  It is the  intent of the  Company  to
redeem the Series C Preferred Stock.

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.





                                        6



<PAGE>

                                  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.

                                     EXPERTS

      The  consolidated  financial  statements  of the  Company  included in the
Company's Annual Report on Form 10-KSBA for the fiscal year ended June 30, 1996,
incorporated by reference herein,  have been incorporated  herein in reliance on
the  report  of Lyle H.  Cooper,  Certified  Public  Accountant,  and  upon  the
authority of that firm as experts in auditing and accounting.

                                 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.













                                      7


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
            ---------------------------------------

      The documents listed in (a) and (b) below are incorporated by reference in
the Registration Statement.

      (a)   The  Registrant's  latest  annual  report filed  pursuant to Section
13(a) or 15(d) of th Exchange Act; and

      (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 Annual
Report referred to in (a) above.

Item 4.     Description of Securities
            -------------------------

      A description of the Registrant's  securities is set forth above under the
heading "Description of Securities."

Item 5.     Interest of Named Experts and Counsel
            -------------------------------------
 
      Not Applicable.

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
            --------

      The Exhibit Index  immediately  preceding the exhibits is attached  hereto
and incorporated herein by such reference.

Item 9.     Undertakings
            ------------
 
      1.    The Registrant hereby undertakes:






                                        8



<PAGE>



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

            (b)   That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement related 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.

      2.    The Registrant undertakes that, for the purposes of determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 and, where  applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the 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.




























                                      9



<PAGE>



                                   SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Alcoa, Tennessee this 4th day of April, 1997.


                                    Workforce Systems Corp.

                                    By: /s/   Ella Boutwell Chesnutt
                                        ---------------------------- 
                                          Ella Boutwell Chesnutt,
                                          President


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


/s/ Ella Boutwell Chesnutt       Director          April 4, 1997
--------------------------
Ella Boutwell Chesnutt


/s/ Jayme Dorrough               Director          April 4, 1997
--------------------------
Jayme Dorrough






















                                      10



<PAGE>



                                  EXHIBIT INDEX

4.1  Form of Consulting  and  Acquisition  Management  Agreement  with Shulman &
     Associates, Inc.

4.2  Form of Marketing Services Agreement with B. Alan Associates, Inc.

5.1  Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

23.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A. is included in Exhibit 5.1

23.2 Consent of Lyle H. Cooper, Certified Public Accountant.
[{"type": "S-8", "sequence": "1", "description": "WORKFORCE SYSTEMS CORP.  FORM S-8", "secsgml_size_bytes": 28846}]
{"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": "333-24895", "film-number": "97577887"}, "business-address": {"street1": "269 CUSICK ROAD STE 203", "street2": "SUITE C-2", "city": "ALCOA", "state": "TN", "zip": "37701", "phone": "3057631200"}, "mail-address": {"street1": "269 CUSICK RD", "street2": "SUITE C2", "city": "ALCOA", "state": "TN", "zip": "37701"}, "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
                               on April 9, 1997
                                                  Registration 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 registrant as specified in its charter)

            Florida                                     65-0353816
     ----------------------                ----------------------------------
    (State of Incorporation               (I.R.S. Employer Identification No.)
     or other Jurisdiction)

                             105 West Fifth Avenue
                         Knoxville, Tennessee  37917
               -------------------------------------------------  
              (Address of Principal Executive Offices)(Zip Code)

                            Workforce Systems Corp.
                         STOCK COMPENSATION AGREEMENTS
                         -----------------------------
                             (Full title of Plan)

                           Charles B. Pearlman, Esq.
                     Atlas, Pearlman, Trop & Borkson, P.A.
                    200 East Las Olas Boulevard, Suite 1900
                          Fort Lauderdale, FL  33301
                                305-763-1200
            -------------------------------------------------------
           (Name, Address and Telephone Number for Agent of Service)
----------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

Title of          Amount to be    Proposed Maximum      Proposed Maximum     Amount of Registration
Securities to     Registered      Offering Price Per    Aggregate            Registration Fee
be Registered                     Share (1)             Offering Price(1)
----------------------------------------------------------------------------------------------------
Common            525,000           $5.50               $2,887,500               $995.69
Stock
_________________________________________________________________________________________

(1)   Determined  pursuant to Rule 457(h) the  registration  fee was  calculated on the basis of the
      maximum  number  of  securities to be issued under the Agreements  that  are  covered  by  the
      registration  statement  computed upon the basis of the closing bid price of the Common Stock,
      being $5.50 share, as reported on the NASD OTC Bulletin Board on April 4, 1997.
.
                            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 Statement        Facing Page of Registration
      and Outside Front Cover Page of           Statement and Cover Page of
      Prospectus                                Prospectus

2.    Inside Front and Outside Back Cover       Inside and Outside Cover Page of
      Pages of Prospectus                       Prospectus

3.    Summary Information, Risk Factors         Not Applicable
      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

9.    Description of Securities to be           Description of Securities; Stock
      Registered                                Compensation Agreements

10.   Interests of Named Experts                Not Applicable
      and Counsel

11.   Material Change                           Not Applicable

12.   Incorporation of Certain Information      Incorporation of Certain
      by Reference                              Documents by Reference

13.   Disclosure of Commission Position on      Indemnification; Undertakings
      Indemnification for Securities Act
      Liabilities
PROSPECTUS

                             WORKFORCE SYSTEMS CORP.

                         525,000 Shares of Common Stock
                                 $.001 par value
                                     to be
                        Issued Pursuant to the Company's
                          Stock Compensation Agreements

      This  Prospectus is part of a Registration  Statement  which  registers an
aggregate of 525,000 shares of common stock,  par value $.001 per share ("Common
Stock") of Workforce Systems Corp. (the "Company")  underlying  options,  as set
forth  herein,  which  have been  granted to  certain  parties  as  compensation
(collectively,   the  "Compensation   Stock")  pursuant  to  written  agreements
(collectively,  the  "Stock  Compensation  Agreements").  The  Company  has been
advised  that the  parties may sell all or a portion of the  Compensation  Stock
from time to time in the  over-the-counter  market through brokers and that such
shares will be sold at market  prices  prevailing  at the time of such sales and
that the Company will not receive any proceeds from such sales.

      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  Compensation  Stock issuable  pursuant to the terms of the
Stock  Compensation  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  OR ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION PASSED UPON 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 April 9, 1997.
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
otherwise,  files  reports,  proxy  statements  and other  information  with the
Securities and Exchange Commission ("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 Company
has  also   recently   begum   filing   reports   and   information   statements
electronically. The Commission maintains a Web site that contains reports, proxy
and information  statements and other  information  regarding  issuers that file
electronically   with  the   Commission.   The  address  of  such  Web  site  is
http://www.sec.gov.

      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 the  aggregate of 525,000  shares of the  Company's
Common  Stock  to  be  issued  pursuant  to  options  granted  under  the  Stock
Compensation  Agreements.  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 Compensation Stock,
reference is made to the Registration Statement, including the exhibits thereto.
Statements in this  Prospects as to any document are not  necessarily  complete,
and where  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  Commission  are
incorporated hereby by reference and made a part hereof:

      1.    The  Company's  Annual  Report on Form  10-KSBA  for the fiscal year
ended June 30, 1996.

      2.    The Company's  Quarterly  Report on Form 10-QSB for the three months
ended September 30, 1996.

      3.    The  Company's  Quarterly  Report on Form  10-QSB for the six months
ended December 31, 1996.

                                        2
4.    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
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters all securities then remaining unsold,  shall be deemed  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 change to each person,
including  any  beneficial  owner,  to whom a copy of the  Prospectus  has  been
delivered,  on the written or oral 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., 105 West Fifth Avenue,  Knoxville,  TN 37917,  telephone 423-524-
4885.

                                      3
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, 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
newly incorporated  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.

      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,  whose
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.

      The  Company's  executive  offices are  located at 105 West Fifth  Avenue,
Knoxville, Tennessee 37917, telephone 423-524-4885.

                         STOCK COMPENSATION AGREEMENTS
General

      On April 3, 1997 the Company  entered  into a Consulting  and  Acquisition
Management  Agreement with Shulman & Associates,  Inc., a Florida corporation of
which  Manny J.  Shulman  is the sole  shareholder,  a copy of which is filed as
Exhibit 4.1  hereto,  which  provides  for the grant of options to acquire up to
500,000 shares of the Company's common stock for the provision of services to be

                                      4
rendered  thereunder  in  connection  with the  identification,  evaluation  and
structure of mergers, consolidations, acquisitions, joint ventures and strategic
alliances (the "Shulman  Stock").  Such options are exercisable at any time from
the date of grant until July 3, 1997 at an exercise price of $1.00 per share. On
April 3, 1997 the Company also entered into a Marketing  Services Agreement with
B. Alan  Associates,  Inc., a Florida  corporation  of which Barry A. Rothman is
sole shareholder, a copy of which is filed as Exhibit 4.2 hereto, which provides
for the grant of options to acquire up to 25,000 shares of the Company's  common
stock for the provision of services to be rendered thereunder in connection with
marketing for the Company (the "Alan Stock").  These options are  exercisable at
any time for a period of one year from the date of the  agreement.  The  Shulman
Stock  and the  Alan  Stock  are  hereinafter  collectively  referred  to as the
"Compensation Stock."

Restrictions Under Securities Laws

      The sale of the shares of  Compensation  Stock 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  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 registration.

                           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  1,306,244  were  issued  and
outstanding as of April 3, 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.

                                      5
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
of Directors may determine.  As of April 3, 1997 there are 30 shares of Series A
Preferred  Stock and  30,000  shares  of Series C  Preferred  Stock  issued  and
outstanding,   with  1,969,970  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.

      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.  An annual dividend rate
of $36,000 for the balance of calendar  1994 and for the  calendar  year of 1995
was set by the  Board  of  Directors  and  paid  accordance  therewith.  For the
calendar year of 1996 the Board of Directors determined that dividends,  if any,
on the Series C Preferred  Stock would be paid at its  discretion.  No dividends
were paid in the  calendar  year of 1996.  It is the  intent of the  Company  to
redeem the Series C Preferred Stock.

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.

                                        6
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.

                                     EXPERTS

      The  consolidated  financial  statements  of the  Company  included in the
Company's Annual Report on Form 10-KSBA for the fiscal year ended June 30, 1996,
incorporated by reference herein,  have been incorporated  herein in reliance on
the  report  of Lyle H.  Cooper,  Certified  Public  Accountant,  and  upon  the
authority of that firm as experts in auditing and accounting.

                                 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.

                                      7
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference
            ---------------------------------------

      The documents listed in (a) and (b) below are incorporated by reference in
the Registration Statement.

      (a)   The  Registrant's  latest  annual  report filed  pursuant to Section
13(a) or 15(d) of th Exchange Act; and

      (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 Annual
Report referred to in (a) above.

Item 4.     Description of Securities
            -------------------------

      A description of the Registrant's  securities is set forth above under the
heading "Description of Securities."

Item 5.     Interest of Named Experts and Counsel
            -------------------------------------
 
      Not Applicable.

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
            --------

      The Exhibit Index  immediately  preceding the exhibits is attached  hereto
and incorporated herein by such reference.

Item 9.     Undertakings
            ------------
 
      1.    The Registrant hereby undertakes:

                                        8
(a)   to file,  during any period in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material information with resect to the Agreement of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

            (b)   That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration  statement related 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.

      2.    The Registrant undertakes that, for the purposes of determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual  report  pursuant  to Section  13(a) or Section  15(d) of the  Securities
Exchange Act of 1934 and, where  applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the 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.

                                      9
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Alcoa, Tennessee this 4th day of April, 1997.

                                    Workforce Systems Corp.

                                    By: /s/   Ella Boutwell Chesnutt
                                        ---------------------------- 
                                          Ella Boutwell Chesnutt,
                                          President

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

/s/ Ella Boutwell Chesnutt       Director          April 4, 1997
--------------------------
Ella Boutwell Chesnutt

/s/ Jayme Dorrough               Director          April 4, 1997
--------------------------
Jayme Dorrough

                                      10
EXHIBIT INDEX

4.1  Form of Consulting  and  Acquisition  Management  Agreement  with Shulman &
     Associates, Inc.

4.2  Form of Marketing Services Agreement with B. Alan Associates, Inc.

5.1  Opinion of Atlas, Pearlman, Trop & Borkson, P.A.

23.1 Consent of Atlas, Pearlman, Trop & Borkson, P.A. is included in Exhibit 5.1

23.2 Consent of Lyle H. Cooper, Certified Public Accountant.