SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Workstream Inc.

(Name of Issuer)

Common Shares (no par value)

(Title of Class of Securities)

981402100

(CUSIP Number of Class of Securities)

Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400

With a copy to:

Peter H. Lieberman, Esq.
Todd A. Mazur, Esq.
Greenberg Traurig, LLP
77 W. Wacker Drive, Suite 2500
Chicago, Illinois 60601
(312) 456-8400

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

March 20, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 981402100  SCHEDULE 13D Page 2  of  10 

1	NAME OF REPORTING PERSON: Magnetar Financial LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			3,207,883
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			3,207,883
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,207,883
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.2%1
14	TYPE OF REPORTING PERSON
	IA; OO

¹ Based on 51,571,152 shares of common stock issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No. 981402100  SCHEDULE 13D Page 3  of  10 

1	NAME OF REPORTING PERSON: Magnetar Capital Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,973,734
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,973,734
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,973,734
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%2
14	TYPE OF REPORTING PERSON
	HC; OO

² Based on 51,571,152 shares of common stock issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No. 981402100  SCHEDULE 13D Page 4  of  10 

1	NAME OF REPORTING PERSON: Supernova Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,973,734
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,973,734
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,973,734
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%3
14	TYPE OF REPORTING PERSON
	HC; OO

³ Based on 51,571,152 shares of common stock issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No. 981402100  SCHEDULE 13D Page 5  of  10 

1	NAME OF REPORTING PERSON: Alec N. Litowitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,973,734
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			4,973,734
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,973,734
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6%4
14	TYPE OF REPORTING PERSON
	HC; IN

⁴ Based on 51,571,152 shares of common stock issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

SCHEDULE 13D

     This Amendment No. 1 relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) with the Securities and Exchange Commission (the “Commission”) on February 14, 2008 (the “Schedule 13D”).

     Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following information:

     As a result of the discussions previously reported in the Schedule 13D, Magnetar Capital Master Fund, on March 20, 2008, sent the Company a Term Sheet, which outlines the terms on which Magnetar Capital Master Fund would exchange the Special Warrant it holds for a senior secured convertible note to be issued by the Company. A copy of such Term Sheet is attached hereto as Exhibit 99.6 and is incorporated by reference herein. The Term Sheet is being reviewed by the Company.

     Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in the Company’s securities, or to change their intention with respect to any or all of the matters referred to in this Item 4.

     Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended to add the following information:

Exhibit No.	Description
99.6	Proposed Term Sheet between the Company and Magnetar Capital Master Fund

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 21, 2008

MAGNETAR FINANCIAL LLC
By:	/s/ Doug Litowitz
	Name:	Doug Litowitz
	Title:	Counsel
MAGNETAR CAPITAL PARTNERS LP
By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
SUPERNOVA MANAGEMENT LLC
By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager
/s/ Alec N. Litowitz
Alec N. Litowitz

EXHIBIT INDEX

Exhibit No.	Description
99.6	Proposed Term Sheet between the Company and Magnetar Capital Master Fund

EX-99.6

EXHIBIT 99.6

Term Sheet
March 20, 2008

Issuer:	Workstream Inc. (the “Company”)
Warrant Holder:	Magnetar Capital Master Fund, Ltd (“Investor”)
Exchange:	Investor will exchange its Special Warrant in a valid 3(a)(9) exchange for a senior secured convertible note (the “Note”) of the Company in the original principal amount equal to the Investor’s Special Warrant Purchase Price (as defined in the Special Warrant). Investor will agree to forebear on certain Trigger Events (as defined in the Special Warrant) and related put rights.
Closing Date:	Upon the execution of final documentation, which is anticipated to be as soon as practicable
Conversion Price:	Lower of (i) $0.80 and (ii) 90% of the VWAP for the 5 trading day period immediately preceding the date of conversion.
Interest:	Interest will accrue at 8% per annum and will be payable in cash upon maturity
Maturity:	12 months from the issuance date
Security:	The Note will be secured by all of the assets of the Company
Seniority:	The Note will be senior to any and all current and future indebtedness of the Company
Guaranty:	The Note will be guaranteed by 6FigureJobs.com, Inc., and such guaranty will be secured by a pledge of all of the assets of 6FigureJobs.com, Inc.
Other Covenants:	The Note shall contain other customary provisions in addition to provisions consistent with those contained in the Special Warrant held by Investor (including, without limitation, trigger events, blockers, etc.). The Note will also contain such other provisions required by Investor.
Stockholder Approval:	To the extent required by applicable Nasdaq rules and regulations, the Company will hold a stockholders meeting to approve the issuance of the securities, and such meeting, if required, will be held within 60 days of the closing date.
Conditions Precedent:	The consummation of the restructuring is subject to, among other things, execution of written definitive legal documentation acceptable to Investor in its sole discretion.
Expenses:	The Company shall reimburse the Investor for all costs and expenses associated with the restructuring (including, without limitation, legal fees) regardless of whether the restructuring contemplated hereby is consummated so long as Investor proceeds in good faith.
Counterparts:	This Term Sheet may be executed in multiple counterparts and by facsimile signature, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

Nature of Term Sheet: Except for “Expenses” and “Counterparts” above and this provision (collectively, the “Binding Provisions”), this Term Sheet represents an expression of intent only. Accordingly, none of the parties hereto will be bound by any terms of this Term Sheet other than the Binding Provisions. This Term Sheet and all rights and remedies hereunder or with respect hereto (including, without limitation, specific performance, injunctions or temporary restraining orders or other similar equitable relief, all of which may be sought and obtained without the necessity of posting any bond or other security) are personal to the parties and neither this Term Sheet nor any such rights or remedies (all of which are cumulative) may be assigned without the consent of the other party hereto. Nothing contained in this Term Sheet shall limit or reduce any rights or remedies that any party may have hereunder at law or in equity. Nothing contained in this Term Sheet shall be, or shall be construed to constitute, a waiver, amendment, modification or forbearance of, or have any effect on, any of the terms or conditions or any rights or remedies that Investor may have under Investor’s Special Warrant. Should Investor determine not to proceed with the contemplated restructuring, Investor shall have no obligation or liability related thereto to the Company or any other person or entity.

[signature page follows]

DISCLAIMER: This Term Sheet summarizes the principal terms of the proposed restructuring. This term sheet does not constitute either an offer to sell or an offer to purchase securities.

2

     If the foregoing is acceptable, please so indicate by executing and delivering a copy of this Term Sheet in the space provided below.

WORKSTREAM INC.	MAGNETAR CAPITAL MASTER FUND, LTD
By:	By: MAGNETAR FINANCIAL LLC Its: Investment Manager
Title:	By:
Title:	Title:

DISCLAIMER: This Term Sheet summarizes the principal terms of the proposed restructuring. This term sheet does not constitute either an offer to sell or an offer to purchase securities.

3