WORKFORCE SYSTEMS CORP /FL/
8-K, 1997-10-23
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934


Date of Report: October 23, 1997

                             WORKFORCE SYSTEMS CORP.
              ----------------------------------------------------  
             (Exact name of registrant as specified in its charter)

      FLORIDA                       333-11169                  65-0353816
  ---------------                  ------------              --------------  
  (State or other                  (Commission               (IRS Employer
  jurisdiction of                  File Number)              Identification
  incorporation)                                             Number)

                           7777 Glades Road, Suite 211
                              Boca Raton, Fl 333433
                -------------------------------------------------
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: 561-488-4802



                                 Not Applicable
           -----------------------------------------------------------
          (Former name or former address, if changed since last report)





<PAGE>



Item 5.     Other Event.

      As  disclosed  in the annual  report on Form 10-KSB of  Workforce  Systems
Corp., a Florida corporation (the "Company"), Yucatan Holding Company, a Florida
corporation ("Yucatan") was the shareholder of record of an aggregate of 504,891
shares of the Company's common stock. Of such amount,  Jayme Dorrough,  the sole
officer,  director and  shareholder  of Yucatan held sole voting and  depository
power as to 304,891 shares and Ella  Chesnutt,  a former officer and director of
both the Company and Yucatan,  held sole voting and  depository  power as to the
remaining  200,000  shares.  On October  22, 1997 the  Company  repurchased  the
304,891 shares of common stock from Yucatan over which Mrs. Dorrough held voting
and depository power, which represented  approximately  11.8% of the then issued
and  outstanding  common  stock.  The  terms  of the cash  transaction  were not
disclosed.  Following such repurchase,  the shares were returned to the treasury
of the Company with the status of authorized but unissued common stock,  thereby
reducing  the  number  of issued  and  outstanding  shares  of  common  stock to
2,278,455 shares.

      Following  such  transaction,  Mrs.  Dorrough,  a member  of the  Board of
Directors of the Company, voluntarily resigned her seat on the Company's Board.

































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<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: October 22, 1997                    By: /s/ Robert L. Hausman
                                              ---------------------
                                                Robert L. Hausman,
                                                President





























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