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): ~~August~~December 1527, 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.)

2200 LAKE LUCIEN WAY, SUITE 201, MAITLAND, FL 32751

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

(Address of Principal Executive Offices) (Zip Code)

(407) 475-5500

(~~407) 475-5500 (~~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):

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

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

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

[ ] 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.

OnEffective ~~August~~as 15of December 27, 2011, Workstream Inc. (the “"Company”") ~~entered~~and ~~into~~each aof ~~Securities~~First ~~Purchase~~Advantage ~~Agreement~~Offshore ~~(the~~Services, ~~“Purchase~~Private ~~Agreement”)~~Limited ~~with~~and CCM Master Qualified Fund, Ltd. ~~(the~~and ~~“Investor”)~~Magnetar ~~pursuant~~Capital toMaster ~~which~~Fund, ~~the~~Ltd. ~~Company~~(each, ~~consummated~~ a ~~private~~"Rights ~~placement of 147~~Holder"),~~841~~ ~~shares~~holders of ~~its~~registration ~~Class~~rights A,under ~~Series~~that Bcertain ~~Convertible~~amended ~~Preferred~~Registration ~~Shares~~Rights Agreement (~~the~~with ~~“Series~~First ~~B Shares”~~Advantage) toand ~~the~~that ~~Investor~~certain ~~for~~Third ~~$443,521.74,~~Amended ~~which~~and ~~was~~Restated ~~paid~~Registration byRights ~~the~~Agreement ~~Investor~~(with toCCM ~~the~~and ~~Company~~Magnetar), atentered ~~closing~~into byagreements ~~delivering to~~ (the ~~Company~~"Agreements") ~~its~~pursuant ~~Senior~~to ~~Secured~~which ~~Note~~each ~~dated~~Rights asHolder ~~of August 13~~agreed, ~~2010~~other inthan ~~the~~with ~~original~~respect ~~principal~~to ~~amount~~piggyback ofregistration ~~$750~~rights,~~000,~~ ~~following~~not ~~which~~to ~~the~~exercise ~~Senior~~its ~~Secured~~right ~~Note~~to ~~was~~require ~~deemed~~registration ~~satisfied~~of inCompany ~~full~~Common ~~and~~Shares ~~cancelled~~owned ~~and~~by ofsuch noRights ~~further~~Holder ~~force~~until ~~and effect. Among other things,~~ the ~~Purchase~~earliest ~~Agreement~~to ~~provides~~occur ~~that~~of ~~the~~(a) ~~Company~~January ~~will~~15, ~~submit~~2014, to(b) aninety ~~vote~~days ofafter ~~its~~the ~~shareholders~~Company's atsecurities ~~its~~are ~~next~~listed ~~regularly~~for ~~scheduled~~trading ~~annual~~on ~~meeting~~an exchange or ~~special~~quotation ~~meeting~~system ~~approval~~other ofthan ~~resolutions~~the ~~amending~~"Pink ~~and~~Sheets," ~~restating~~ the ~~Articles~~first ofdate ~~Amendment~~on towhich the Company’s ~~Articles~~grants ofregistration ~~Incorporation~~rights to ~~provide~~any ~~the~~other ~~Investor~~person ~~with~~that ~~board~~may ~~nomination~~be ~~rights~~exercised ~~until~~prior ~~such~~to ~~time~~or asotherwise require the ~~Investor~~filing ~~holds~~of ~~fewer~~a ~~than~~registration ~~half~~statement ~~the~~prior ~~Series B Shares issued~~ to ~~it in~~ the ~~private~~earlier ~~placement. The~~of ~~Investor~~January ~~will~~15, be2014 ~~required~~and torelisting ~~nominate~~of athe ~~“resident~~Company's ~~Canadian”~~securities, ~~(as~~or ~~such~~the ~~term~~date ison ~~defined~~which ~~under~~ the ~~Canada~~Company ~~Business~~amends, ~~Corporations~~modifies, ~~Act)~~terminates asor ~~its~~otherwise ~~nominee~~waives inprovisions of the ~~event~~Agreements ~~that~~with the ~~Company~~other ~~is,~~Rights atHolders. During ~~the~~such time, ofother ~~such~~than ~~nomination,~~with inrespect ~~breach~~to ofpiggyback ~~the~~registration ~~Canadian~~rights, ~~directorship~~the ~~requirements~~Company ~~set~~will ~~forth~~not ~~under~~be ~~the~~required ~~Canada~~to ~~Business~~comply ~~Corporations~~with ~~Act. The~~any ~~issuance~~obligations ofunder the ~~Series~~registration Brights ~~Shares~~agreements indescribed ~~the~~above. ~~private~~The ~~placement~~Agreements ~~was~~also ~~deemed~~require the Company to beprovide ~~exempt~~the ~~from~~Rights ~~registration~~Holders ~~pursuant~~with tocertain ~~Section~~financial ~~4(2)~~information ofin the ~~Securities~~event ~~Act~~that ofthe ~~1933. The~~ Company ~~did~~ceases ~~not~~to ~~receive~~file ~~any~~financial ~~cash~~statements ~~proceeds in connection~~ with the ~~above-described transaction~~SEC.

~~The~~A ~~Company~~form ~~and~~of the ~~Investor~~Agreement ~~also~~ entered into anwith ~~Amendment~~each toof ~~Third Amended and Restated Registration Rights Agreement (~~the ~~“Registration~~ Rights ~~Amendment”)~~Holders ~~pursuant~~is toattached ~~which the existing Registration Rights Agreement between the Company and the Investor was amended to include~~ as ~~“Registrable~~Exhibit ~~Securities”~~10.1 ~~(as defined in the Registration Rights Amendment) the common shares underlying the Series B Shares issued to the Investor in the private placement~~hereto.

AItem ~~copy of the Purchase Agreement is attached as Exhibit 10~~8.101. AOther ~~copy of the Registration Rights Amendment is attached as Exhibit 4~~Events.~~1. The descriptions of the Purchase Agreement and Registration Rights Amendment contained herein are qualified in their entirety by reference to the documents attached hereto.~~

~~Item~~On 3December 27, 2011, Workstream Inc.02 (the “Company”) announced today that its Board of Directors has approved the filing of a Form 15 by the Company with the U.S. Securities and Exchange Commission to voluntarily deregister its common shares under the Securities Exchange Act of 1934. ~~Unregistered~~The ~~Sales~~Company intends to file the Form 15 with the SEC on or about January 6, 2012. The Company is eligible to deregister its common shares because it had fewer than 300 holders of ~~Equity~~record ~~Securities~~of its common shares at the beginning of its fiscal year.

~~The~~Upon ~~information~~the ~~set~~filing ~~forth~~of ~~under~~the ~~Item~~Form 115, the Company’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended.01 In ~~“Entry~~addition, ~~into~~following ~~Material~~the ~~Agreement”~~deregistration, isthe ~~incorporated~~Company’s ~~herein~~common byshares ~~reference~~will no longer be quoted on the Over the Counter Bulletin Board but will continue to be quoted on the Pink Sheets. The Company expects that the deregistration of its common shares will become effective 90 days after the date of the filing of the Form 15 with the SEC.

~~Item~~Although ~~5.02. Departure~~no oflonger ~~Directors~~required orby ~~Principal~~the ~~Officers;~~SEC ~~Election~~after ofderegistration, ~~Directors;~~the ~~Appointment~~Company ofpresently ~~Principal~~intends ~~Officers;~~to ~~Compensatory~~provide ~~Arrangements~~current quarterly and annual performance data to its shareholders in accordance with the Alternative Reporting Standards of ~~Certain~~OTC ~~Officers~~Pink—Current Information.

~~The~~However, there can be no assurance that the Company will continue to provide such information ~~set~~in ~~forth~~the ~~under~~future ~~Item~~or ~~1.01~~that ~~“Entry~~its ~~into~~common ~~Material~~shares ~~Agreement”~~will iscontinue ~~incorporated~~to ~~herein~~be byquoted ~~reference~~on the Pink Sheets after deregistration of the common shares.

AsThe ~~provided~~Company inmade ~~the~~this ~~Purchase~~decision ~~Agreement,~~after incareful ~~connection~~review ~~with~~of the ~~consummation~~costs and benefits of ~~the~~being ~~private~~a ~~placement~~reporting company. The Company believes that the ~~Board~~incremental cost of ~~Directors~~compliance ~~appointed~~with ~~Colin~~Sarbanes-Oxley W.and ~~Houghton~~other toreporting ~~serve~~requirements asdoes anot ~~member~~provide ofany discernible benefit to the ~~Board~~Company ofand ~~Directors~~its shareholders and cannot be justified. The savings derived from this change are expected to be financially meaningful, ~~filling~~and anderegistration ~~existing~~is ~~vacancy~~expected onto ~~the~~allow ~~Board~~management to focus additional attention to delivering shareholder value.

~~Mr. Houghton,~~On ~~age~~December 5427, ~~is currently a Principal with HCMSD.com~~2011, a business and technical consulting firm with a strategic focus on software and services. From 2009 until 2010, Mr. Houghton was Senior Product Architect at GeoMetric, Inc., a learning management system provider. Prior to joining GeoMetric, Mr. Houghton served as the Company’s ~~Senior~~issued ~~Director of Development from 2005 until 2008. From 2002 until 2005, Mr. Houghton served as Chief Information Officer of Exxceed Inc.,~~ a ~~provider~~press ofrelease ~~talent~~announcing ~~management solutions, which was acquired by~~ the ~~Company~~private inplacement ~~2005. From~~transaction ~~1995~~described ~~until 2001, Mr~~above. ~~Houghton~~The ~~served~~full astext ~~President and Chief Executive Officer, and was a founder~~ of, ~~SkillScape,~~such ~~Inc.,~~press arelease ~~provider~~is ofattached ~~web-based~~hereto ~~competency~~as ~~management~~Exhibit ~~systems~~99.1.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

410.1 ~~Amendment to Third Amended and Restated Registration Rights~~ Agreement dated ~~August~~as 15of December 27, 2011 between the Company and ~~the~~each ~~Investor~~Rights Holder.

1099.1 ~~Securities~~Press ~~Purchase~~release ~~Agreement~~issued ~~dated~~by ~~August 15, 2011 between~~ the Company ~~and~~on ~~the~~December ~~Investor.~~27, 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: August 17, 2011	By:	/s/ John Long
Dated: December 27, 2011	By:	/s/ John Long
		Name: John Long Title: Chief Executive Officer

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