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 (Date of earliest event reported): ~~July~~August 1415, 2011

WORKSTREAM INC.

(Exact Name of Registrant as Specified in Charter)

CANADA		001-15503		N/A
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

485 N. KELLER ROAD, SUITE 500, MAITLAND, FL 32751

(Address of Principal Executive Offices) (Zip Code)

(407) 475-5500 (Registrant's Telephone Number, Including Area Code)

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~July~~August 1415, 2011, Workstream Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with ~~First~~CCM ~~Advantage~~Master ~~Offshore~~Qualified ~~Services~~Fund, ~~Private~~Ltd. ~~Limited~~ (the “Investor”) pursuant to which the Company consummated ~~on July 15, 2011~~ a private placement of ~~333~~147,~~333~~841 shares of its ~~newly formed~~ Class A, Series B Convertible Preferred Shares (the “Series B Shares”) to the Investor for $1443,~~000~~521.74, which was paid by the Investor to the Company at closing by delivering to the Company its Senior Secured Note dated as of August 13, 2010 in the original principal amount of $750,000, following which the Senior Secured Note was deemed satisfied in full and cancelled and of no further force and effect. Among other things, the Purchase Agreement provides that the Company will submit to a vote of its shareholders at its next regularly scheduled annual meeting or special meeting approval of resolutions amending and restating the Articles of Amendment to the Company’s Articles of Incorporation to provide the Investor with board nomination rights until such time as the Investor holds fewer than half the Series B Shares issued to it in the private placement. The Investor will be required to nominate a “resident Canadian” (as such term is defined under the Canada Business Corporations Act) as its nominee in the event that the Company is, at the time of such nomination, in breach of the Canadian directorship requirements set forth under the Canada Business Corporations Act. The issuance of the Series B Shares in the private placement was deemed to be exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. The Company ~~will~~did ~~use~~not ~~the~~receive ~~proceeds~~any ~~from~~cash ~~the~~proceeds ~~private~~in ~~placement~~connection ~~for~~with ~~working~~the ~~capital~~above-described ~~and general corporate purposes~~transaction.

OnThe ~~July 14, 2011, the~~ Company ~~filed~~and ~~Articles of Amendment to its Articles of Incorporation (~~the ~~“Amendment”)~~Investor ~~which~~also ~~created~~entered ainto ~~class of~~ an ~~unlimited~~Amendment ~~number~~to ofThird ~~Class~~Amended A,and ~~Series~~Restated BRegistration ~~Convertible~~Rights ~~Preferred~~Agreement ~~Shares, no par value. The Series B Shares rank senior to the Company’s common shares~~ (the “~~Common~~Registration ~~Shares~~Rights Amendment”) ~~and~~pursuant the Company’s previously created but unissued Class A, Series A Preferred Shares. The Series B Shares accrue dividends at a rate of 7% per year, payable in additional Series B Shares. The Series B Shares have a liquidation preference and are convertible into Common Shares at a price of $3.00 per share, subject to ~~adjustments~~which ~~and full-ratchet anti-dilution protection. The holders of~~ the ~~Series~~existing BRegistration ~~Shares~~Rights ~~generally~~Agreement ~~vote~~between ~~together with~~ the ~~holders of Common Shares on matters submitted to a vote of the shareholders; provided, however, that the~~ Company ~~may~~and ~~not take certain specified actions without~~ the ~~approval~~Investor ofwas ~~the~~amended ~~Investor~~to ~~and~~include ~~the~~as ~~holders~~“Registrable ofSecurities” a(as ~~majority~~defined ofin the ~~Series~~Registration BRights ~~Shares. The~~ Amendment) ~~contains additional restrictions on~~ the ~~Company’s~~common ~~operations without the approval of the holders of at least a majority of the Series B Shares. The Company is, however, permitted to issue up to $9,000,000 of additional~~ shares ofunderlying ~~capital stock without~~ the ~~consent of the holders of the~~ Series B Shares soissued ~~long as such capital stock does not rank senior~~ to the ~~Series B Shares with respect to distributions on liquidation or the payment of dividends. Until such time as the~~ Investor ~~holds~~in ~~less than one-half of its Series B Shares, it is permitted to nominate one person to be voted on by~~ the ~~Company’s~~private ~~shareholders to serve on the Company’s Board of Directors, and the Company agrees that it will recommend to its shareholders that they vote for such nominee~~placement. In addition to the optional conversion rights held by the holders of the Series B Shares, the Series B Shares shall automatically convert into Common Shares on the 180th day that the closing price of the Common Shares equals or is greater than three times the conversion price for such entire 180 day period.

~~The~~A ~~Company~~copy ~~and~~of the ~~Investor~~Purchase ~~also entered into a Registration Rights~~ Agreement ~~(the “Registration Rights Agreement”) pursuant to which the Company agreed, at its expense, upon the request of the Investor after July 15, 2012 in the event that the Investor~~ is ~~unable~~attached toas ~~sell~~Exhibit ~~any of the Common Shares underlying the Series B Shares under Rule 144(b)(~~10.1). A ofcopy ~~the Securities Act~~ of ~~1933, to register for resale under~~ the ~~Securities~~Registration ~~Act~~Rights ~~the~~Amendment ~~common~~is ~~shares~~attached ~~issuable~~as ~~upon~~Exhibit ~~conversion of the Series B Shares~~4.1. IfThe ~~the~~descriptions ~~Company~~of ~~fails to comply with~~ the ~~filing~~Purchase Agreement and ~~effectiveness deadlines set forth in the~~ Registration Rights ~~Agreement,~~Amendment ~~the~~contained ~~Company~~herein ~~must~~are ~~pay~~qualified toin ~~the~~their ~~Investor~~entirety anby ~~amount~~reference ~~in cash equal~~ to ~~0.5% of~~ the ~~purchase~~documents ~~price~~attached ~~paid for the Series B Shares on the date of such failure and each 30 day anniversary thereafter, which amount may not exceed $50,000 in the aggregate~~hereto. ~~Pursuant to the terms~~

of the Registration Rights Agreement, the Company also granted the Investor piggy-back registration rights.

A copy of the Purchase Agreement is attached as Exhibit 10.1. A copy of the Amendment is attached as Exhibit 4.1. A copy of the Registration Rights Agreement is attached as Exhibit 4.2. The descriptions of the Purchase Agreement, Amendment and Registration Rights Agreement contained herein are qualified in their entirety by reference to the documents attached hereto.

On July 20, 2011, the Company issued a press release announcing the private placement transaction described above. The full text of such press release is attached hereto as Exhibit 99.1.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 “Entry into Material Agreement” is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 1.01 “Entry into Material Agreement” is incorporated herein by reference.

As provided in the Purchase Agreement, in connection with the consummation of the private placement the Board of Directors appointed ~~Marc~~Colin AW. ~~Bala~~Houghton to serve as a member of the Board of Directors, filling an existing vacancy on the Board.

Mr. ~~Bala~~Houghton, age 37 54, is currently a Principal with ~~Symphony Technology Group ("STG")~~HCMSD.com, a ~~private~~business ~~equity~~and technical consulting firm with a strategic focus on software and services. ~~Prior~~From to2009 ~~his~~until ~~appointment as Principal of STG in July~~ 2010, Mr. ~~Bala~~Houghton ~~served~~was asSenior aProduct ~~Vice~~Architect ~~President~~at ofGeoMetric, ~~STG~~Inc., ~~from~~a ~~2009~~learning tomanagement ~~July~~system ~~2010 and as an Associate from 2006 until 2009~~provider. Prior to joining ~~STG~~GeoMetric, Mr. ~~Bala~~Houghton ~~was~~served as the Company’s Senior Director of ~~Corporate~~ Development atfrom ~~Capco,~~2005 auntil ~~leading global provider of consulting, technology and processing services for the financial services industry~~2008. ~~Prior~~From to2002 ~~joining~~until ~~Capco~~2005, Mr. ~~Bala~~Houghton ~~was~~served aas ~~Senior~~Chief ~~Associate~~Information atOfficer ~~The~~of ~~Platinum~~Exxceed ~~Group~~Inc., a ~~boutique~~provider ~~investment~~of ~~bank~~talent ~~where~~management hesolutions, ~~advised~~which ~~and~~was ~~invested~~acquired inby ~~enterprise~~the ~~software~~Company ~~and~~in ~~technology~~2005. From ~~services~~1995 ~~companies.~~until 2001, Mr. ~~Bala~~Houghton ~~started~~served ~~his~~as ~~career~~President inand ~~the~~Chief ~~corporate~~Executive ~~finance practice at Farrell Grant Sparks~~Officer, ~~an Ireland-based accounting~~ and ~~consulting~~was ~~firm~~a ~~focused~~founder ~~on the technology industry. Mr. Bala currently serves on the Boards~~ of, ~~Directors~~SkillScape, ~~of STG-Fairway Holdings~~ Inc., ~~(d/b/~~a asprovider ~~First Advantage Corporation) and Netik, both~~ of ~~which~~web-based ~~are~~competency ~~owned~~management ~~by STG~~systems. ~~Mr. Bala received his undergraduate degree from Boston College and a Masters Degree from University College Dublin.~~

Item 5.03. Amendment to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 1.01 “Entry into Material Agreement” is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

4.1 ~~Articles of~~ Amendment to ~~the~~Third ~~Articles~~Amended ofand ~~Incorporation~~Restated Registration Rights Agreement dated ~~July~~August 1415, 2011 between the Company and the Investor.

410.21 ~~Registration~~Securities ~~Rights~~Purchase Agreement dated ~~July~~August 15, 2011 between the Company and the Investor.

10.1 Securities Purchase Agreement dated July 14, 2011 between the Company and the Investor

99.1 Press release issued by the Company on July 20, 2011

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.

	WORKSTREAM INC.
Dated: July 20, 2011	By:	/s/ John Long
Dated: August 17, 2011	By:	/s/ John Long
		Name: John Long Title: Chief Executive Officer

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