SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

     For the fiscal year ended FEBRUARY 29, 2000

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from __________ to __________

                          Commission file No. 33-98682

                           JD AMERICAN WORKWEAR, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                        05-0460102
      -------------------------------                        -------------------
      (State or other jurisdiction of                         (I.R.S. Employer
       incorporation or organization)                        Identification No.)

46 OLD FLAT RIVER ROAD COVENTRY, RHODE ISLAND                      02816
---------------------------------------------                    ----------
  (Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (401) 397-6800

        Securities registered pursuant to Section 12(b) of the Act: NONE

        Securities registered pursuant to Section 12(g) of the Act: NONE

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Check if there is no disclosure of delinquent  filings pursuant to Item 405
of Regulation S-K contained herein, and no disclosure will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X].

     State the issuer's revenues for its most recent fiscal year: $ 103,567

     The aggregate  market value of the voting and  non-voting  common equity of
the  registrant  held by  non-affiliates  of the  registrant at June 9, 2000 was
approximately  $3,093,945  based upon the closing  sale price of $1.1875 for the
Registrant's  Common  Stock,  $.002  par  value,  as  reported  by the  National
Association of Securities Dealers OTC Bulletin Board on June 9, 2000.

     As of June 1, 2000 the  registrant  had  2,605,427  shares of Common Stock,
$.002 par value, outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED FEBRUARY 29, 2000


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

Item 1.   Business                                                             3

Item 2.   Properties                                                          15

Item 3.   Legal Proceedings                                                   15

Item 4.   Submission of Matters to Vote of Securities Holders                 15

                                     PART II

Item 5.   Market for the Registrant's Common Stock and Related Security
          Holder Matters                                                      16

Item 6.   Management's Discussion and Analysis of Financial Condition
          and Results of Opera                                                17

Item 7.   Financial Statements                                                22

Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                            22

                                    PART III

Item 9.   Directors, Executive Officers, Promoters, and Control Persons;
          Compliance with Section 16(a) of Exchange Act                       24

Item 10.  Executive Compensation                                              26

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management                                                          29

Item 12.  Certain Relationships and Related Transactions                      32

                                     PART IV

Item 13.  Exhibit List and Reports on Form 8-K                                34

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                                     PART I

ITEM 1. BUSINESS.

RECENT DEVELOPMENTS

PATINA CORP. ACQUISITION

On June 12, 2000 the Company  completed the acquisition of 100% of Patina Corp.,
which includes assets of its subsidiary  International Machine and Welding, Inc.
Patina Corp. is a holding corporation that acquires going concerns and/or assets
of various businesses.  Patina Corp. was formed in April 1999 for such functions
and  immediately   undertook  to  find  acquisitions  and  purchased  its  first
subsidiaries  in August  1999.  Patina Corp.  immediately  began to seek funding
using various  assets of its  demolition,  construction  and asbestos  abatement
subsidiaries.   Funding  was  not  secured   for  the  various   contracts   and
opportunities that arose between inception and May 31, 2000. On May 31, 2000 all
agreements  related to the  subsidiaries  ceased and the assets were returned to
their  respective  owners.  While Patina  Corp.  or JD American  Workwear,  Inc.
through its construction  management  division  anticipates  doing business with
these associates the original contract and the assets that were described in the
anticipated transaction announced in August 1999 are no longer under the control
of Patina Corp.

However,   the  assets  acquired  on  June  1,  2000  in  an  agreement  between
International  Commerce and Finance,  Inc. and Patina Corp. allows the terms and
conditions of the amended contract with Patina Corp. to close.

These  assets  include  a  28,000  square  foot  machine  shop  and 38  acres of
commercially  zoned land in Bartow,  Florida and all the tools and  machinery to
make this facility the largest machine shop South of Jacksonville,  Florida. The
operation  also  includes  a heavy  equipment  and parts  sales  operation.  The
combined  entities  expect a minimum  of $3 million in revenue in its first full
fiscal year.  Certain management of the former business located at this site are
employees  of the  Company  and are well  known in the  area.  These  management
personnel  have  been  responsible  for  sales  well in  excess  of the  Company
projections,  each year, over the last thirty years. It is anticipated that this
subsidiary  will  provide  $500,000 in net  operating  profits in its first full
fiscal year.

The contract  terms require up to  $6,500,000 of assets to be included  based on
the appraised value of the equipment, machinery, land buildings, receivables and
other assets and $3,000,000 in sales contracts or commitments to be included.

Patina  Corp.  awaits  the  signing  of a  $3,000,000  contract  to  repair  and
rehabilitate  a structure for the New York State  Department of  Transportation.
The award letter has been received and all the requirements  have been fulfilled
and have been returned to the agency.  It is  anticipated  that the project will
begin in July  2000.  This  contract,  when  signed,  will be  managed by the JD
American construction management division.  Simultaneous with the receipt of the
contract an additional $1 million  dollars in heavy  equipment  will be added to
the asset base.

The  acquisition is being funded with 11,300 shares of a newly created 6% Series
C  Convertible  Preferred  Stock  with a  stated  value  $1,000  per  share  and
conversion rights into common stock at $1.00 per share when available.  1,500 of
these shares are issued and outstanding but held in escrow for use in paying the
earn-up provisions  expected to be included in the employment  agreements of the
management of the subsidiary.  Additionally, the Preferred Shares pay a dividend
of 6% per annum  payable in cash or in kind  semi-annually.  These  shares  have
voting rights equaling 3,562,500 shares.

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INTERNATIONAL COMMERCE AND FINANCE, INC.

On June 1,  2000 the  Company  signed  an option  agreement  with  International
Commerce and Finance, Inc. to have the right of first refusal to acquire any and
all projects that are currently under contract or may be conceived,  acquired or
partnered for two years for the sum of 25,000 restricted common shares.

International  Commerce and Finance,  Inc. currently has the management contract
and an  option to  purchase  a going  concern  with a one stop  solution  to the
banking  industries  needs and desire to integrate  their branch  banking system
with personal  computer  networks  relieving  themselves of expensive  hardware,
programming  and a  technical  staff to run the  infrastructure.  The  solutions
company has been successful in maintaining an average of $5,000,000 in sales for
the last several  years.  The solutions  company  anticipates  growth from newly
signed  contracts  to produce up to an  additional  $3,000,000  in revenue  this
fiscal year with profit margins of 10% or greater.  Additional  contracts are in
the final negotiation stage.

RHODE ISLAND TRUCK AND EQUIPMENT CORP.

The Company completed the acquisition of Rhode Island Truck and Equipment, Corp.
on June 10, 2000. The Stock Purchase  Agreement  requires JD American  Workwear,
Inc. to pay one share of  restricted  common  stock for each dollar of appraised
value of the assets.

Rhode Island Truck and Equipment,  Corp. provides sales of commercial trucks and
construction  related  equipment and tools.  Additionally  they provide hauling,
paving and commercial and demolition recycling.  With an additional bonding line
substantial  growth for its operations are expected.  Total annual  revenues are
expected to be $1,000,000 from the construction  services sector and $200,000 in
construction  equipment.  Net pre tax profit is expected to be in the 10% to 20%
range.

Founded  in 1995 the  operations  reached  sales of in excess of  $500,000  with
limited or no funding with profits of between 5% and 25% through their operating
history.

PRIVATE  PLACEMENT OF SERIES B PREFERRED  STOCK.  On April 9, 1998,  the Company
entered into a Securities Purchase Agreement (the "Purchase Agreement") with The
Union Labor Life  Insurance  Company,  a Maryland  corporation  ("ULLICO"),  and
certain additional agreements related to the Purchase Agreement. Pursuant to the
terms of the Purchase  Agreement,  the Company  issued to ULLICO 2,500 shares of
Series B 12%  Cumulative  Convertible  Preferred  Stock,  $.001 par  value  (the
"Series B Preferred Stock"). As a part of the issuance of the Series B Preferred
Stock,  the Company  also issued to ULLICO a detached  ten-year  stock  purchase
warrant to purchase  799,000 shares of Common Stock at an exercise price of $.01
per share (the "Investor Warrant").  The aggregate purchase price for the Series
B Preferred Stock and the Investor Warrant was $2,500,000.  The Company used the
net proceeds to facilitate and expand a program of union labor  manufacturing of
its products,  to repay certain notes payable and long-term  debt, and for sales
and administrative salaries,  product development,  sales and marketing expense,
and other general corporate purposes.

The Series B Preferred Stock is convertible,  at the option of the holder,  into
the number of shares of Common Stock, which results from dividing the Conversion
Price into  $1,000 for each share of Series B Preferred  Stock being  converted.
The Conversion Price shall be $5.00, subject to adjustment.

The Series B Preferred Stock entitles ULLICO to receive, when and as declared by
the Company's  Board,  cumulative cash dividends in preference to the payment of
dividends  on all other  shares of  capital  stock of the  Company.  During  the

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two-year  period  following  issuance of the Series B Preferred  Stock (the "PIK
Period")  the  Company  has the  option of  making  payment  of the  semi-annual
dividends  on the  Series  B  Preferred  Stock  either  in  cash  or by  issuing
additional  shares of Series B Preferred Stock ("PIK  Dividends").  In the event
the Company elects to pay dividends in shares of Series B Preferred  Stock,  the
Company is required to issue additional detached ten-year dividend warrants (the
"Dividend  Warrants")  to purchase  54,000 shares of Common Stock at an exercise
price of $.01 per share for each semi-annual  dividend period that PIK Dividends
are  paid.  During  the PIK  Period  the  Company  may not pay or  declare  cash
dividends  on any stock  other than the Series B  Preferred  Stock.  Unless full
dividends on the Series B Preferred Stock for all past dividend  periods and the
then current  period  shall have been paid or declared and a sufficient  sum for
the payment thereof set aside in trust for the Series B Preferred Stock Holders,
no dividend (other than a dividend payable solely in Common Stock) shall be paid
or declared, and no distribution made, on any other shares of stock.

The Company  may, at its own option and at any time after the third  anniversary
of the original  issuance of the Series B Preferred  Stock,  redeem the Series B
Preferred  Stock,  in whole  but not in part.  In such  event,  the  Company  is
obligated to pay holders of the Series B Preferred  Stock the  investment  value
per share,  plus a redemption  premium equal to a 20% internal rate of return on
the  investment  value.  A  mandatory  redemption  of 1,250  shares  of Series B
Preferred Stock is required on each of the first business days of April 2004 and
2005.

Each  holder of Series B  Preferred  Stock is  entitled  to vote on all  Company
matters and is  entitled  to the number of votes equal to the largest  number of
full shares of Common  Stock into which such shares of Series B Preferred  Stock
are convertible. The Series B Preferred Stock holders shall be entitled to elect
one director out of the seven  authorized  directors of the Company's  board and
one director out of the three  directors  comprising the Company's  Compensation
Committee.  If certain events occur or do not occur,  such as the failure to pay
either a PIK Dividend or cash dividend to the Series B Preferred  Stock holders,
the holders of the Series B Preferred Stock shall be entitled,  immediately upon
giving  written  notice,  to elect the smallest  number of  directors  that will
constitute a majority of the authorized number of directors.

The Company and ULLICO entered into a Registration  Rights Agreement dated April
9,  1998,  which  requires  the  Company,   upon  written  request,  to  file  a
registration  statement  for the  public  resale of the Common  Stock  issued on
conversion of the Series B Preferred  Stock. The Company is required to file and
cause to become  effective a maximum of two registration  statements,  excluding
registration  statements  on Form S-3.  The Company  shall not be  obligated  to
affect more than one  registration  and Form S-3 during any six-month period and
shall be  obligated  to file and  cause to  become  effective  no more  than six
registration statements on Form S-3. No registration statement is required to be
filed unless the proposed  public  offering price of the  securities  under such
registration  shall be at  least $5  million  prior  to  deducting  underwriting
discounts and commissions).  The Registration Rights Agreement also provides for
incidental registration.

INCREASE IN  AUTHORIZED  CAPITAL.  On April 15, 1998,  the  shareholders  of the
Company approved an amendment to the Company's Certificate of Incorporation that
would  increase the number of  authorized  shares of Common Stock of the Company
from 4,500,000 shares to 7,500,000 shares.

FORWARD LOOKING STATEMENTS

When used in this  report,  the words  "may,"  "will,"  "expect,"  "anticipate,"
"continue," "estimate," "project," "intend" and similar expressions are intended
to identify forward-looking  statements within the meaning of Section 27A of the
Securities  Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934

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regarding events,  conditions and financial trends that may affect the Company's
future plans of operations,  business strategy,  operating results and financial
position.  Current stockholders and prospective investors are cautioned that any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such  factors  are  described  under  the  headings  "Business-Certain
Considerations",  "Management's  Discussion and Analysis of Financial  Condition
and Results of Operations" and the Financial Statements and Notes thereto.

GENERAL

The Company is primarily  engaged in the business of  designing,  manufacturing,
marketing and selling commercial and industrial  workwear products.  The Company
was  incorporated in Rhode Island in 1991 under the name Jaque Dubois,  Inc. and
was  re-incorporated  in Delaware in 1994. In July 1995,  the Company's name was
changed to JD American Workwear, Inc. The Company's industrial workwear products
consist of an extensive line of commercial and industrial  footwear and workwear
highlighted by its two key proprietary safety products,  denim safety work jeans
("JD Safety Work  Jeans(TM)")  and  cotton/poly  blend uniform style Safety Work
Pants ("JD Safety Uniform Pants(TM)").  The Company's initial product, JD Safety
Work Jeans, was designed and patented by David N. DeBaene, the Company's founder
and President and was  thereafter  assigned to the Company in January,  1995. In
June 1997,  the  Company was  awarded a second  patent  with  respect to certain
unique functional  characteristics of its Safety Uniform Pants. In February 2000
the Company  received notice from its' President  advising of the allowance of a
Patent,  for inclusion in our product line on a Safety Work Pant that includes a
built in back brace. The pants cannot be worn without the detachable back brace,
which acts as the waist band,  belt and back  support.  This feature  allows the
user a strap free  environment  and increases  work place safety by reducing the
potential,  for  getting  "hung' by the  straps  of  conventional  back  support
systems.  See "BUSINESS - Patents and  Proprietary  Rights." The Company markets
its products  throughout the United States and  internationally  principally for
industrial and manufacturing applications.

THE INDUSTRIAL AND COMMERCIAL UNIFORM WORKWEAR MARKET

According to Moody's  Industry  Review (May 1995) the  industrial and commercial
uniform work clothing market  represents  approximately  $14.6 billion in annual
sales.  This market consists of thousands of businesses  with uniformed  workers
engaged  in  diverse  fields  such  as   agriculture,   chemicals,   mining  and
exploration,  manufacturing and fabrication,  transportation and shipping,  pest
control, utilities, flooring and carpeting,  construction and mechanical trades,
and business  and repair  services.  There are  approximately  45 million  "blue
collar" workers in the United States in these industries. One common theme among
these  industries  is that they employ  large work forces who spend a portion of
their time  bending and  kneeling on various  surfaces,  but do not spend enough
time doing so to make wearing external knee pads practical. In addition to being
impractical,  external  knee  pads are  cumbersome,  and may  cause  circulation
problems.

BUSINESS STRATEGY

The  Company's  objective  is to become a leading  provider  of safety  workwear
products. To achieve this objective, the Company is pursuing a business strategy
which includes the following principal  elements:  (i) expand product acceptance
for its proprietary products - JD Safety Work Jeans and JD Safety Uniform Pants;
(ii) identify and pursue  customers with large  manufacturing  and  construction
bases of employees  and safety  requirements,  (iii)  develop a direct  consumer
market  via the  Internet  for all  product  lines,  (iv) an  extensive  line of

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commercial  and industrial  footwear and workwear to complement its  proprietary
core products,  and (v) licensing of the proprietary patents for manufacture and
direct distribution removing the handling and warehousing cost from the company,
reserve the ability for the company to purchase,  at a substantial discount from
the manufacturer thereby reducing the need to carry raw material inventory.

EXPAND PRODUCT  ACCEPTANCE FOR ITS PROPRIETARY  PRODUCTS - JD SAFETY WORK JEANS,
AND JD SAFETY UNIFORM PANTS. To create brand awareness and name  recognition and
ultimately  achieve  product  acceptance  of JD Safety  Work Jeans and JD Safety
Uniform  Pants,  the Company will  continue to attend  numerous  tradeshows  and
safety  seminars,  advertise in targeted  trade  journals and the general media,
make  direct  mailings to  customer  lists and  develop its team of  independent
distributors  and sales  agents.  The Company has also  commenced  an  awareness
program with safety  related  agencies and trade groups such as NIOSH,  OSHA and
the  National  Safety  Council.  The  Company  also  intends to  strengthen  its
relationships with various labor unions and contractors associations.

IDENTIFY  AND  ADD  A  FOCUS  TOWARD  PATENT   LICENSING.   We  intend  to  seek
manufacturers, distributors, uniform rental and industrial garment launderers to
purchase  licensing rights for our patented  products.  The intention is to sell
certain  rights and to collect  future  royalties  from these  agreements  while
purchasing  products  from  those  licensees  for direct  shipment  to our other
customers obtained through our marketing efforts.

OFFER AN EXTENSIVE LINE OF COMMERCIAL  AND  INDUSTRIAL  FOOTWEAR AND WORKWEAR TO
COMPLEMENT ITS PROPRIETARY CORE PRODUCTS.  In response to customer demands,  the
Company has  identified  an  opportunity  to fulfill  the  greater  needs of its
customer  base with an  expanded  line of  products  in  addition  to its Safety
Uniform Pant and Safety Work Jean. The Company has  demonstrated  it can deliver
its customers nationally recognized brand products at a reduced cost and greater
personal service with a direct sales force. Accordingly, the Company has entered
into supply arrangements with several  manufacturers to supply an extensive line
of commercial and industrial footwear and workwear.

PRODUCTS AND FEATURES

The Company  offers  four types of  products:  JD Safety  Work Jeans,  JD Safety
Uniform Pants, JD Rugged 5-pocket Jeans and Private Label Conventional Workwear.
For the fiscal year ended  February 29, 2000,  sales of the JD Safety Work Jeans
accounted for  approximately  31% of revenues,  sales of JD Safety Uniform Pants
accounted for approximately 54%, and sales of JD Rugged 5-pocket Jeans accounted
for approximately XX%. For the fiscal year ended February 28, 1999, sales of the
JD Safety Work Jeans accounted for  approximately 38% of revenues while sales of
JD Safety Uniform Pants accounted for approximately  18%, and sales of JD Rugged
5-pocket Jeans accounted for approximately 32%.

JD SAFETY WORK JEANS.  JD Safety Work Jeans are  constructed  of heavy denim and
leather,  are designed  for worker  protection,  durability  and comfort and are
machine   washable.   They  are  produced  from  100%  American  made  materials
manufactured  in America  to the  Company's  strict  design  specifications  and
typically  retail in the $35 to $45 price range. The Company's sales to catalogs
and retailers  are at a lower price than the retail price.  JD Safety Work Jeans
feature a  permanent  built-in  closed  cell  polymer  padding  in the knee area
secured in place by a moisture resistant protective leather sheathing, providing
a cushion between the knee and any work surface.  This feature offers protection
and comfort  when  kneeling or leaning on surfaces  that are hard,  damp,  cold,
slippery  or rough.  JD Safety  Work Jeans also  feature  high  quality  leather
sheathing  strategically  placed  on the  seat  creating  a  surface,  which  is
extremely  durable,  pliable and slip  resistant.  The Company  believes that JD
Safety Work Jeans increase job  productivity by offering the wearer a high level

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of  protection  with much  greater ease of movement  than found in  conventional
(external) kneepads.  Independent lab tests performed at various times from 1993
through the date of this report have  demonstrated that JD Safety Work Jeans are
more  durable  and more  protective  than most  workwear,  as  measured  against
accepted industry standards. A patent issued in 1991 protects certain functional
properties  of the JD Safety  Work  Jeans.  JD Safety  Work Jeans are offered in
fifty-five sizes.

JD SAFETY UNIFORM PANTS. JD Safety Uniform Pants are  cotton/poly  blend uniform
style work pants,  which incorporate many of the unique features and concepts of
JD  Safety  Work  Jeans.  JD  Safety  Uniform  Pants  were  developed  following
substantial  materials  research and testing and are durable enough to withstand
repeated high temperature industrial laundering. Like JD Safety Work Jeans, they
are designed for worker  protection,  durability and comfort,  are produced from
100% American made  materials and are  manufactured  in America to the Company's
exact design  specifications and typically retail in the $35 to $39 price range.
The  Company's  sales to catalogs  and  retailers  are at a lower price than the
retail price.  JD Safety Uniform Pants also feature a permanent  built-in closed
cell polymer padding in the knee area covered by a unique proprietary protective
sheathing material developed by the Company.  This material will not absorb most
liquids commonly encountered by industrial workers,  such as water,  pesticides,
petroleum fuels,  and many chemicals.  In addition,  this sheathing  material is
extremely  durable,  highly  resistant to  abrasion,  punctures  and tears.  The
Company  developed  this  product to meet what it  believes is a large and unmet
need for work clothes with the  protection,  comfort and durability of JD Safety
Uniform Pants. JD Safety Uniform Pants are offered in fifty-five  sizes,  and in
five different colors.

JD RUGGED  5-POCKET  JEANS.  During fiscal 1999, the Company began marketing and
selling,  JD Rugged 5-Pocket Jeans, a non-proprietary  heavy denim work jean, to
complement  it's line of JD Safety Work Jeans and JD Safety  Uniform  Pants.  JD
Rugged   5-Pocket   Jeans  are  produced  from  100%  American  made   materials
manufactured  in America  to the  Company's  strict  design  specifications  and
typically  retail in the $25 to $29 price range.  JD Rugged  5-Pocket  Jeans are
offered in fifty-five sizes.

MANUFACTURING AND SOURCES OF SUPPLY

PROPRIETARY  PRODUCTS.  The Company's JD Safety Work Jeans and JD Safety Uniform
Pants are  manufactured  in the United  States  exclusively  from raw  materials
produced in the United States. Some of the component parts and subassemblies are
manufactured  by the Company,  however,  final  assembly is performed by outside
contractors.  The  Company's  proprietary  products are  manufactured  to strict
Company   specifications.   Historically,   the  Company  had  a   manufacturing
arrangement with Reed  Manufacturing  Co., Inc.  ("Reed") pursuant to which Reed
manufactured  both the JD Safety Work Jeans and JD Safety  Uniform  Pants to the
Company's  specifications.  In December,  1997,  in  contemplation  of an equity
investment by ULLICO,  the Company  began  producing JD Safety Work Jeans and JD
Safety  Work  Uniform  Pants in  contractor  facilities  covered  by  collective
bargaining  agreements.  As a  result,  the  Company  established  manufacturing
relationships  with Fine Vines,  Inc. ("Fine Vines") and East Texas  Sportswear,
Inc  ("East  Texas  Sportswear").   Fine  Vines  has  subsequently  discontinued
operations.  On November  2, 1998 it was  determined  that the Company  would no
longer produce garments at the union facility East Texas Sportswear. The Company
determined  that the  failure  of union  locals,  the  Union of  Needle  Trades,
Industrial and Textile Employees,  commonly known as Unite and ULLICO to support
the sales  efforts and  provide  required  services,  marketing  assistance  and
information  agreed  to as  inducement  to  complete  the  ULLICO  funding  made
continued purchasing of higher price union made products unfeasible. The Company
shifted some manufacturing to Magee Apparel Company.  ("Magee") and continues to
use Reed to produce certain products.

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We believe that our supply  arrangement  with a limited number of  manufacturers
provides  consistency  and quality of our products.  While the Company  believes
that the  interruption  of  production  of these  products,  without  sufficient
notice,  would have a material adverse effect on the Company's  operations until
alternative  sources  are  secured,  it also  believes  that there are  adequate
alternative sources of manufacturing  services.  However, if the Company were to
receive sufficient notice, it believes that it can obtain manufacturing services
from a variety of sources.

The  Company  may in the  future  seek to  establish  relationships  with  other
manufacturing  facilities having full-scale capabilities to handle the Company's
product line. The Company  intends that all of its products will be manufactured
inside the United  States or in Mexico under the terms the North  American  Free
Trade Agreement,  specifically  using section 807. In October 1999 meetings were
held with the Bancomext Trade Commission of Mexico to explore the feasibility of
this program.

RAW  MATERIALS.  Raw materials  used in the  manufacture of JD Safety Work Jeans
consist of denim fabric, leather sheathing and closed cell polymer foam padding,
each of which is supplied by several established sources. The raw materials used
in the  manufacture  of JD  Safety  Uniform  Pants  consists  of  twill  fabrics
(cotton/polyester  blends),  closed cell polymer foam padding, and a proprietary
mill fabric sheathing composed of products which are commonly available. None of
the  principal  raw  materials  used by the  Company in the  manufacture  of its
products  are  limited  by  critical  supply or single  origins.  The  Company's
principal suppliers are Swift Textiles, Columbus, GA (denim), Blackhawk Leather,
Milwaukee, WI (leather);  Manufacturer's Rubber and Supply,  Merrimac, MA, (foam
padding) and Brookwood Industries, New York, NY (sheathing).

Most of the raw materials and components required by the Company are supplied by
the Company to its manufacturers under a consignment arrangement.  The lead-time
between  ordering  and  receipt  of raw  materials  varies  with  the  materials
involved,  but generally  ranges from three weeks to six weeks.  Generally,  the
Company must make advance  purchases of most  component raw materials for the JD
Safety  Work Jeans and JD Safety  Uniform  Pants.  These raw  materials  include
padding for the knees, sheathing for the knees and buttocks as well as the twill
fabric for the  Safety  Uniform  Pants.  The  Company  has not  experienced  any
difficulties  in obtaining  raw  materials  on  commercially  reasonable  terms,
however,  the disruption of its supply of these  materials would have a material
adverse effect on the Company's operations.

QUALITY CONTROL. Management believes that maintaining high quality manufacturing
standards is important to its  competitive  position and also  believes that the
Company has  developed  a  reputation  for high  quality  products.  The Company
maintains  quality  control  systems and  procedures  which it reviews  with its
manufacturing  personnel  and which it modifies as  appropriate.  The  Company's
quality  control  systems  and  procedures  include  inspection  of  each  fully
assembled pant to verify performance and safety features.

MARKETING AND SALES

The  Company's JD Safety Work Jeans and JD Safety  Uniform Pants and its private
label   conventional   workwear  are  marketed  and  sold  through   network  of
distributors,  catalog  merchants,  retail resellers and the Company's  recently
expanded  in-house sales force.  In addition,  the Company's  senior  management
devotes  a  substantial  amount  of  time  to the  overall  coordination  of the
Company's sales to distributors, as well as to the Company's direct sales.

Currently,  the Company's  marketing  and sales  efforts are segmented  into the
following general categories (i) direct marketing sales, (ii) catalog sales, and
(iii) distributor sales, each of which is described below.

                                       9
<PAGE>
DIRECT MARKETING SALES. The Company  advertises and markets its products through
direct  mailings,  participation  and exhibition of products at industrial trade
shows,  personal  solicitations  at  businesses,  which have been  identified as
likely purchasers of the Company's products and industry  referrals.  In May and
October, 1998, and October 1999 the Company's JD Safety Work Jeans and JD Safety
Uniform Pants were featured in mailers sent by Mason Shoe Company as a companion
insert to Mason's own  footwear  catalog,  to a  significant  portion of Mason's
retail customer base of approximately 2 million  mechanics,  tradesmen and other
blue collar workers.

The Company  maintains a proprietary  mailing list derived from various  sources
consisting   of  both   established   customers   and  persons   responding   to
advertisements  in trade magazines and similar  publications.  The Company makes
several  mailings  to this  list  annually.  In  addition,  as a  result  of its
relationship with ULLICO, the Company has targeted union members in the building
trades,  distributing brochures and product samples in union halls and on larger
union job sites. The project with ULLICO has been unsuccessful due in large part
to undelivered mailing lists,  undelivered  advertising sources to union members
and the  general  failure  of ULOLICO to  provide  the  assistance  that was the
inducement  used by  ULLICO  to have  the  Company  accept  its  investment  and
manufacture  products at union sites that increased the  manufacturing  costs of
certain  JD  products   significantly.   The  Company  intends  to  continue  to
aggressively  pursue  direct  marketing  opportunities  as its customer base and
product line grow.

CATALOG  SALES.  The Company's JD Safety Work Jeans and JD Safety  Uniform Pants
are sold to several  catalog  merchants for resale to  consumers.  The Company's
Proprietary Safety Workwear are featured in issues of the JC PENNEY CATALOG,  JC
PENNEY  WORKWEAR  CATALOG,  MODERN FARM,  THE  SPORTSMANS'  GUIDE,  DELTA SAFETY
PRODUCTS, ERGO SHOP, AND MASTERMAN'S. Approximately twenty million copies of the
JC PENNEY  CATALOG  displaying JD  SafetyWork  Jeans were mailed in each of June
1998,  November 1998, June 1999, and November 1999.  Sales to catalog  merchants
accounted for  approximately  17% of revenues for the fiscal year ended February
29, 2000 and approximately 28% for fiscal 1999.

DISTRIBUTOR  SALES.  The  Company's  JD Safety Work Jeans and JD Safety  Uniform
Pants are sold to several  distributors  for resale to consumers.  The Company's
distributor   network  consists  of  five  domestic   distributors.   Typically,
distributors  maintain  inventory  in  order to offer  rapid  delivery  to their
customers. Sales to distributors accounted for approximately 30% of revenues for
the fiscal year ended  February  29, 2000 versus 34% of total  revenues  for the
fiscal year ended February 28, 1999.

In  April  1995,  the  Company  signed  a five  year  agreement  with  Shawnmark
Industries,  Inc.  ("Shawnmark")  giving Shawnmark  exclusive rights to sell the
Company's JD Safety  Uniform Pants to the golf course  industry.  Based upon the
favorable  response  received by Shawnmark in connection  with its initial sales
and  promotional  activities  the  Company  agreed in July  1995 to  expand  the
coverage  of the  exclusivity  with  Shawnmark  to  companies  in the  following
industries throughout the United States: (1) country clubs, including pro shops;
(2)  landscaping/nursery  business;  (3) federal,  state and municipal parks and
recreation departments; (4) seed, sod and turf producers and installers; and (5)
irrigation and sprinkler systems.

UNIFORM RENTAL SERVICE CUSTOMERS. The Company's JD Safety Uniform Pants are sold
to several  leading  uniform rental  companies  throughout the United States and
Canada.  During fiscal 1999, the Company began working with Unifirst Corporation
to develop a joint  marketing  program  for JD Safety  Uniform  Pants  utilizing
Unifirst's  hundred's of sales  representatives  and  thousands of uniform route
drivers.  Sales to uniform rental service customers  accounted for approximately

                                       10
<PAGE>
17% of revenues for the fiscal year ended  February  29, 2000 and  approximately
13.3% for fiscal 1999.  Initial  negotiations have begun with these customers to
license the patents owned by the Company for  manufacturing  at these  customers
facilities.  These  programs  would  substantially  reduce  the  cost  to  these
customers,  even with the royalty to be provided to the Company,  and would also
allow for the expansion of their markets  because of the reduction in price then
available to their rental customers. JD American Workwear, Inc. would be able to
purchase  garments  to meet  other  sales  demand  and would  also  allow  these
manufacturing facilities to direct ship the product to the end user.

RETAIL  CUSTOMERS.  As a  result  of the  Company's  focus in  developing  brand
awareness for the JD Safety Work Jeans and JD Safety Uniform Pants,  the Company
has been able to attract several independent and national retailers. Because the
Company's  products  typically are worn by tradesmen  and laborers,  the Company
believes that it's  products are better  displayed in stores  selling  hardware,
building  materials  and  farm  supplies  as  opposed  to  traditional  clothing
retailers.  The  Company  sells JD Safety  Work  Jeans to  Payless/Cashways  for
display in approximately 75 of its more than 200 stores  throughout the Midwest.
Sales to  retailers  accounted  for  approximately  8% for the fiscal year ended
February 29, 2000, and approximately 16.8% of revenues for the fiscal year ended
February 28, 1999.

COMPETITION

The principal  competitive  factors in the Company's markets include  innovative
product  design,  product  quality,  value,  product  performance,   durability,
availability, established customer relationships, name recognition, distribution
and price. The Company competes  principally on the basis of innovative  product
design, quality, product performance and value.

The Company  competes  against a number of companies,  many of which have longer
operating histories, established markets and far greater financial, advertising,
research  and  development,   manufacturing,   marketing,  personnel  and  other
resources  than the Company  currently has or may reasonably be expected to have
in the foreseeable  future.  This  competition may have an adverse effect on the
ability  of the  Company  to scale  up and  expand  its  operations  or  operate
profitability.  Dominant  competitors of conventional  workwear  include Carhart
Industries,  Red Kap  Industries a division of VF Corp.,  and Angelica Corp. The
Company  believes that its  competitors  may be engaged in the  development  and
marketing  of products  similar to those  being  developed  and  marketed by the
Company.  Accordingly,  some of these companies may launch products  competitive
with those currently offered or under development by the Company.  No assurances
can be given that the Company will be able to compete successfully.

PATENTS AND PROPRIETARY RIGHTS

Certain  functional  features  of the JD Safety Work Jeans are covered by a U.S.
Patent No. 5,038,408  issued in 1991 (the "Jean Patent").  While the Jean Patent
offers a certain  degree of  protection,  there can be no assurance that it will
provide the Company with any meaningful competitive advantages.  The Jean Patent
was issued to David N.  DeBaene  and was  thereupon  assigned  to the Company in
January 1995. In connection  with the  assignment  the Company agreed to pay Mr.
DeBaene  $50,000 for the Jean Patent.  The Jean Patent expires in the year 2008,
seventeen years from the date of issuance.

In June 1997, the Company was granted U.S. Patent No. 5,634,215 covering certain
functional  features of its JD Safety  Uniform  Pants.  While the Uniform Patent
offers a certain  degree of  protection,  there can be no assurance that it will
provide the Company  with any  meaningful  competitive  advantages.  The Uniform

                                       11
<PAGE>
Patent will expire in the year 2008. The functional features of the invention on
which  patent  protection  has been  granted  under the Jean  Patent and Uniform
Patent include wear and protective  abrasion  resistant  reinforcing panels that
are  strategically  positioned  onto  work  pant  garments  in the seat and knee
portions  thereof,  the wear and  abrasion  resistant  panels  being  formed  of
specially fabricated materials.

In February 2000, the Company was notified of the acceptance of claims  covering
certain functional  features to be incorporated in a new product,  the JD Safety
Back Brace Pant. The functional  features are the function and use of the design
in the back brace, its detachable feature,  and coupling mechanism for the brace
to the pant.

The Company has used several identifying  trademarks in connection with the sale
of its  products.  The  registered  trademarks  using the mark JAQUE DUBOIS (the
original name of the Company) have been  discontinued  due to the Company's name
change to JD American  Workwear,  Inc.  The  Company  has applied  with the U.S.
Patent and  Trademark  office to register  the name "JD American  Workwear"  and
certain other  proprietary  trademarks that are used to identify its proprietary
products.  There  can  be no  assurance  that  third  parties  will  not  assert
infringement  claims  in the  future,  the  defense  costs  of  which  could  be
extensive.

The Company  regards the  non-patented  and the  non-copyrighted  technology and
know-how  related to its products as  proprietary  trade secrets and attempts to
protect them with confidentiality  agreements and confidentiality  provisions in
its employee handbook and in its various agreements. Confidentiality agreements,
however,  may be difficult to enforce,  and, despite the precautions the Company
has taken, it may be possible for third parties to copy aspects of the Company's
products or,  without  authorization,  to obtain and use  information  which the
Company regards as proprietary.

RESEARCH AND DEVELOPMENT

The Company continues to develop new proprietary and non-proprietary products to
add to its product line. During fiscal 1998 and continuing into fiscal 1999, the
Company  developed a tanning process to incorporate blue and other color leather
sheathing into the JD Safety Work Jean in response to customer requests, without
compromising  the durability and  washability of the  traditional  brown leather
sheathing products.  The Company has also developed and is beginning to market a
line of gardening pants, for the professional and recreational landscaper, and a
line of children's wear, each  incorporating  the Company's  proprietary  safety
features.  During  fiscal 1999 the  Company  expended  approximately  $53,000 on
research and development activities.

CUSTOMER DEPENDENCE

For fiscal 2000, the Company's  largest customers each representing more than 5%
of shipments  accounted for approximately  $128,163,  or 56.5%, of the Company's
fiscal 2000 shipments.  These customers, their respective purchases and the % of
the Company  shipments  include  Cintas  $15,046 6.6%, JC Penney  $38,172 16.8%,
Mason Shoe  Company  $14,693  6.5%,  Safety  Shoe  Distributors  $11,065 5%, and
Unifirst Corporation $49,187 21.7%. For fiscal 1999, the Company's customers who
exceeded 5% of sales were JC Penney 23%,  UniFirst  13%, RI Truck and  Equipment
Co. 11% and New England Seed Co. 11%.

                                       12
<PAGE>
SEASONALITY

The Company's  business  traditionally has been subject to seasonal trends based
upon  climate,  because  the  highly  durable  denim in JD Safety  Work Jeans is
heavier (and  consequently  warmer) than the materials used in conventional work
jeans. Sales volume for JD Safety Work Jeans has been higher during the fall and
winter  seasons  and lower  during the spring  and summer  seasons.  Sales of JD
Safety  Uniform Pants and the  conventional  workwear now offered by the Company
are less sensitive to the seasonal  trends which affect JD Safety Work Jeans. As
the  Company's  revenue mix has  shifted to include a greater  volume of uniform
parts and other products, overall seasonality has been reduced.

EMPLOYEES

At June 1, 2000,  the  Company  had 6  employees  or  contractors  all  devoting
full-time  hours. Of these workers,  two are performing  executive and marketing
functions,  two are performing accounting,  financial and office functions,  and
two are performing production and fulfillment functions.

CERTAIN CONSIDERATIONS

This Form 10-KSB,  other documents of the Company and statements made by members
of  management  of the  Company,  in  each  case,  may  contain  forward-looking
statements, which involve risks and uncertainties.  The Company's actual results
may differ  significantly  from the results  discussed  in such  forward-looking
statements. Factors that might cause such a difference include the following:

ACCUMULATED  DEFICIT AND OPERATING  LOSSES AND  ANTICIPATED  CONTINUING  LOSSES;
EXPLANATORY  LANGUAGE IN AUDITOR'S REPORT REGARDING ABILITY TO CONTINUE AS GOING
CONCERN.  The  Company  had an  accumulated  deficit  at  February  29,  2000 of
$8,779,451  and  incurred a net loss of  $2,397,120  for the  fiscal  year ended
February 29, 2000. At February 28, 1999, the Company had an accumulated  deficit
of $6,189,331  and incurred a net loss of  $1,692,765  for the fiscal year ended
February 28, 1999. In the fiscal year ended February 29, 2000 the Company made a
prior period adjustment to account for the accrual of interest due ULLICO, which
had not been recorded because of an erroneous  treatment as a dividend.  Because
the Company is changing its method of  marketing  and order  fulfillment,  it is
expected that the Company will continue to sustain losses for part if not all of
the fiscal year ending  February 28, 2001, and perhaps  thereafter.  The Company
had significant  negative cash flow from  operations  during each of fiscal 1999
and 2000 and the Company continued to experience  negative cash flow as it built
inventory  to be in a position  to  aggressively  pursue  market  opportunities.
Additionally, the Company's financial statements are presented on the basis that
the Company is a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the ordinary course of business.  The reports
of the Company's auditors concerning the Company's financial statements for each
of the two years ended  February 29, 2000 have and will  include an  explanatory
paragraph expressing  substantial doubt with respect to the Company's ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

NEED FOR ADDITIONAL  FINANCING.  Cash flow from operations and the investment by
ULLICO  provided for working  capital needs and principal  payments on long-term
debt through most of fiscal 2000. However,  the Company will be required to seek
additional financing to provide for working capital needs and principal payments
on long-term  debt during fiscal 2001 and to meet its business  strategy.  Also,
additional  capital  may be  required  if  adequate  levels of  revenue  are not
realized,  if higher than anticipated costs are incurred in the expansion of the

                                       13
<PAGE>
Company's  manufacturing and marketing activities,  or if product demand exceeds
expected  levels.  As a result of the expansion of inventory in contemplation of
sales to union workers as well as the increase in receivables  generated through
increased  sales,  the  Company  has  and  continues  to  experience  cash  flow
shortages.  The Company's  inability to timely pay vendors and service providers
as a  result  of a cash  flow  shortage  will  adversely  affect  the  Company's
operations.  There can be no assurance  that  financing will be available to the
Company on acceptable terms, if at all.

MANUFACTURING  AND  DISTRIBUTION  RISKS.  Although  the Company has  established
numerous  customer  relationships  as well as  relationships  with suppliers and
manufacturers to conduct operations at higher unit volumes,  difficulties may be
experienced in inventory management,  product distribution and other areas until
the Company's  operations have been scaled up for some period of time. Since the
Company entered into  manufacturing  arrangements with Fine Vines and East Texas
Sportswear  and then  shifted  production  from  Fine  Vines  to Magee  Apparel,
difficulties  such as production  delays and quality control  problems have been
encountered.  The Company has switched  manufacturers  on four  occasions,  once
because of the  Company's  capital  constraints  in meeting  minimum  production
levels,  once because of the  manufacturer's  quality control problems,  once in
compliance  with the terms of the failed ULLICO  transaction,  and most recently
because the manufacturer  discontinued  operations.  Two of these past incidents
caused an inventory shortage, which adversely affected the Company's operations.
Stockholders should be aware that unanticipated  problems,  many of which may be
beyond the Company's control,  could be encountered.  These include, but are not
limited to,  product  development,  marketing  and  customer  support  problems,
increased competition,  new manufacturer learning curve, and lack of credibility
with suppliers and customers.  Moreover,  due the limited and sporadic nature of
the  Company's  production  runs,  it is not  feasible for the Company to expect
vendors  to react  quickly,  efficiently  and on a  cost-effective  basis to the
Company's  production  demands.  There can be no  assurance  that the  Company's
products  will  achieve  broad based  market  acceptance  or that in view of the
extensive manufacturing, sales and marketing and general overhead costs expected
to be incurred by the Company,  that any sales will result in positive cash flow
or profitable operations.

LIMITED CUSTOMER BASE;  SEASONALITY.  A significant amount of the Company's past
sales have been derived from a relatively small number of customers.  Failure of
the Company to expand its customer base could have a material  adverse effect on
the Company's results of operations.  The Company's business has been subject to
seasonal  trends  based upon  climate,  because the highly  durable  denim in JD
Safety Work Jeans is heavier (and  consequently  warmer) than the materials used
in  conventional  work  jeans.  Sales  volume for JD Safety Work Jeans is higher
during the fall and winter  seasons  and  declines  to lower  levels  during the
spring and summer seasons.  The Company believes that sales of JD Safety Uniform
Pants and the conventional  workwear now offered by the Company will be somewhat
less sensitive to the seasonal  trends,  which affect JD Safety Work Jeans.  The
Company believes,  therefore, that as its revenue mix changes to include greater
uniform sales volume, overall seasonality will be reduced, but not eliminated.

SALES AND  MARKETING.  The Company has shifted  from a network of  non-exclusive
sales  representatives  to a focus on patent  licensing  and beginning in fiscal
2001 Internet direct sales. The Company's future growth and  profitability  will
depend in part,  on the success of this  Internet  sales  activity.  The Company
continues  to  develop  and  continue  relationships  with  traditional  and new
accounts.

DEPENDENCE ON LIMITED  MANAGEMENT;  The success of the Company is  substantially
dependant on the efforts and  abilities of its founder and  President,  David N.
DeBaene,  and  Norman J.  Birmingham,  its Chief  Financial  Officer.  Decisions
concerning the Company's business and its management are and will continue to be

                                       14
<PAGE>
made or significantly influenced by Messrs. DeBaene and Birmingham.  The loss or
interruption of their continued  services would have a materially adverse effect
on the Company's business operations and prospects.

CONTROL  BY  CURRENT  STOCKHOLDERS,   OFFICERS  AND  DIRECTORS.  Management  and
affiliates of the Company currently beneficially own (including shares they have
the right to acquire) approximately 32.1% of the outstanding Common Stock. These
persons are and will  continue to be able to exercise  control over the election
of the Company's directors and the appointment of officers.

POSSIBLE CHANGE IN CONTROL. Pursuant to its agreements with ULLICO, the Series B
Preferred Stock holders shall be entitled to elect one director out of the seven
authorized  directors of the  Company's  board and one director out of the three
directors  comprising the Company's  Compensation  Committee.  If certain events
occur or do not occur,  such as the failure to pay either a PIK Dividend or cash
dividend to the Series B Preferred  Stock  holders,  the holders of the Series B
Preferred Stock shall be entitled,  immediately  upon giving written notice,  to
elect the smallest  number of directors  that will  constitute a majority of the
authorized number of directors. Moreover, ULLICO holds Series B Preferred Stock,
which is currently  convertible  into 500,000 shares of Common Stock,  and holds
warrants to purchase 799,000 shares of Common Stock.  Pursuant to its agreements
with  ULLICO,  in the  event the  Company  does not  reach  certain  performance
milestones,  the Series B Preferred Stock held by ULLICO may be converted into a
greater  number of shares of the  Company's  Common Stock than provided for upon
conversion  if the  performance  targets  are met.  As a  result,  ULLICO  could
potentially obtain a substantial  controlling interest in the Company. There can
be no assurance  that the Company will be able to meet the  performance  targets
set forth in the applicable  agreements and, therefore,  avoid a possible change
in control of the Company's  capital stock.  Such a change in control may result
in fundamental changes to the management of the Company and the character of its
business.

ITEM 2. PROPERTIES

In December  1998,  the Company  purchased  the 19,600  square foot  building in
Coventry, Rhode Island formerly leased by the Company. The purchase price of the
property was  $145,000,  of which  $125,000 was paid in the form of a promissory
note to the seller bearing interest at 10 1/2 percent,  secured by a mortgage on
the property. The promissory note requires monthly payments of $2,686.74, and is
payable in full in January 2002.

As a result of the purchase,  management believes that its current facility will
be satisfactory to meet the Company's needs for the foreseeable future; however,
the surrounding land included in the purchase would enable the Company to expand
the size of this facility, if necessary

ITEM 3. LEGAL PROCEEDINGS

There are legal  proceedings  involving the Company that are not from the normal
course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this report,  no matters
were submitted to a vote of security holders, though the solicitation of proxies
or otherwise.

                                       15
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     1. (a) MARKET  INFORMATION.  Since the April 1996 closing of the  Company's
initial  public  offering,   the  Company's  Common  Stock  has  traded  in  the
over-the-counter  market on the National Association of Securities Dealers, Inc.
OTC Bulletin Board System ("OTCBB") under the symbol "JDAW". The following table
sets forth the range of high and low closing bid  quotations of the Common Stock
as reported by the OTCBB for each fiscal  quarter for the past two fiscal years.
High and low bid quotations  represent prices between dealers without adjustment
for retail mark-ups,  markdowns or commissions and may not necessarily represent
actual transactions.

                                                                  Bid Prices
                                                              ------------------
                                                               High        Low
                                                              -------    -------
FISCAL 2000
First Quarter (March 1, 1999 through May 31, 1999)            $ 3.625    $ 2.375
Second Quarter (June 1, 1999 through August 31, 1999)         $ 3.625    $  2.50
Third Quarter (September 1, 1999 through November 30, 1999)   $ 3.125    $  1.50
Fourth Quarter (December 1, 1999 through February 29, 2000)   $ 2.125    $  0.90

FISCAL 1999
First Quarter (March 1, 1998 through May 31, 1998)            $  4.75    $ 3.375
Second Quarter (June1, 1998 through August 31, 1998)          $4.9375    $2.8125
Third Quarter (September 1, 1998 through November 30, 1998)   $ 4.375    $  3.00
Fourth Quarter (December 1, 1998 through February 28, 1999)   $  4.25    $  2.75

The closing bid price of the Company's Common Stock as reported by the OTCBB was
$1.1875 on June 9, 2000.

     (b)  HOLDERS.  As of June 12,  2000  there  were  approximately  330 record
holders of the Company's Common Stock.

     (c)  DIVIDENDS.  The Company  has never  declared or paid a dividend on its
Common Stock,  and management  expects that all or a substantial  portion of the
Company's  future  earnings will be retained for expansion or development of the
Company's  business.  The  decision to pay  dividends,  if any, in the future is
within  the  discretion  of the  Board of  Directors  and will  depend  upon the
Company's earnings, capital requirements, financial condition and other relevant
factors  such as  contractual  obligations.  See  "Item 1 --  Business  - Recent

                                       16
<PAGE>
Developments -- Private Placement of Series B Preferred Stock".  Management does
not  anticipate  that the Company will pay  dividends on the Common Stock in the
foreseeable  future.  Moreover,  there can be no assurance that dividends can or
will ever be paid.

RECENT SALES OF UNREGISTERED SECURITIES

During  fiscal 2000 Mission Bay  Consultants,  Inc.  exercised  stock options on
three  different  dates  investing in the Company  $66,750,  and receiving 9,000
common  shares on March 8, 1999,  10,000  common  shares on June 10,  1999,  and
40,000 shares on July 9, 1999.  First Dunbar exercised 6,000 warrants on October
15, 1999 investing $18,750 in the Company.

On April 9, 1998, the Company entered into a Securities  Purchase Agreement (the
"Purchase  Agreement") with The Union Labor Life Insurance  Company,  a Maryland
corporation  ("ULLICO"),  and  certain  additional  agreements  related  to  the
Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Company
issued to ULLICO 2,500 shares of Series B 12% Cumulative  Convertible  Preferred
Stock,  $.001 par value (the  "Series B  Preferred  Stock"),  in  reliance on an
exemption  from the  registration  requirements  of the 1933  Act,  pursuant  to
Section 4(2) of the 1933 Act and Rule 506 thereunder.  As a part of the issuance
of the Series B Preferred  Stock,  the Company  also issued to ULLICO a detached
ten-year stock purchase warrant to purchase 799,000 shares of Common Stock at an
exercise  price  of $.01  per  share  (the  "Investor  Warrant").  The  Series B
Preferred Stock is convertible,  at the option of the holder, into the number of
shares of Common Stock which  results from  dividing the  Conversion  Price into
$1,000  for each  share  of  Series  B  Preferred  Stock  being  converted.  The
Conversion Price shall be $5.00,  subject to adjustment.  The aggregate purchase
price for the Series B Preferred Stock and the Investor  Warrant was $2,500,000.
See "Item 1 -- Business - Recent  Developments  - Private  Placement of Series B
Preferred Stock.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Since its inception, the Company has been involved in the design and development
of its products,  the  development of its  relationships  with its suppliers and
manufacturing  contractors  and the  marketing of its products  through  various
distribution  channels.  First commercial shipments of JD Safety Work Jeans were
made in September  1993.  First  commercial  shipments of an early version of JD
Safety  Uniform Pants were made during 1995.  Following  the  Company's  initial
public  offering  in January  1996,  the  Company  significantly  increased  its
expenditures for inventory, salaries, advertising and marketing expenditures and
other costs to increase its level of production. In March 1996, relatively small
quantities  of a later version of JD Safety  Uniform  Pants were sold,  and this
version became the working  prototype for the JD Safety Uniform Pants  currently
manufactured  by the Company.  The Company  experienced  during  fiscal 2000 and
1999, and expects that it will continue to experience during all or a portion of
fiscal 2001,  substantial  fluctuations in production volume,  order receipt and
shipments due to overall  product  demand,  inventory  levels,  working  capital
availability and ordering and payment patterns of new and existing customers.

The Company's losses to date have principally been the result of product design,
testing and development  expenses,  marketing  expenses,  initial production and
administrative  costs  and  professional  fees.  Most of the  losses in the last
twenty-four  months  are a direct  result  of the  failed  union-made  marketing
program.  In addition,  the Company incurred higher than expected costs of goods

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<PAGE>
sold because of the low level of production  (and  commensurately  low volume of
raw materials purchases), a higher proportion of sample goods to goods available
for sale, and the initial sewing and cutting of garments at prices significantly
higher than are now available to the Company.

In October 1997, the Company  entered into  negotiations  with ULLICO to make an
equity investment in the Company.  The parties initially  contemplated that such
an  investment  could be  consummated  in January  1998 but the  process was not
completed until April 1998. A significant amount of the Company's  financial and
management  resources,  which the Company  believes  would have  otherwise  been
utilized in running the day-to-day  operations of the Company, were allocated to
the protracted  negotiations  and the resolution of other issues relating to the
investment.  Such  resources  were also  expended in  facilitating  the shift to
unionized manufacturing and building a marketing effort to sell Company products
to union  members.  As a result of the agreement to engage union sewing shops to
manufacture  Company  products  new vendors  required  training in the  patented
technological  processes of  manufacturing  these  products  including,  but not
limited to, the  procurement  and financing of raw materials.  Management of the
Company  was  required  to provide  steady  supervision  over all  manufacturing
processes to reduce errors in training and application of production  techniques
and to ensure that turnaround times would be met. However,  management  believes
that  these  arrangements  have  provided  and will  continue  to  provide  more
operational  flexibility  than  that  offered  by  prior  manufacturers  for the
Company,  by permitting  the Company to better balance its inventory and produce
numerous sizes in a weekly batch run, rather than just one size.

The Company's  business has been subject to seasonal  trends based upon climate,
because   highly  durable  denim  in  JD  Safety  Work  Jeans  is  heavier  (and
consequently  warmer) than the materials used in conventional work jeans.  Sales
volume for JD Safety Work Jeans is higher during the fall and winter seasons and
declines  to lower  levels  during the spring  and summer  seasons.  Sales of JD
Safety  Uniform Pants and the  conventional  workwear now offered by the Company
are less sensitive to the seasonal trends, which affect JD Safety Work Jeans. As
the Company's  revenue mix has shifted to include  greater uniform sales volume,
overall seasonality has reduced.

Historically,  the Company  used a team of  independent  sales  representatives,
regional  sales  directors,  and sales  agents to  generate  sales.  The Company
established a representative network based principally upon industry grouping of
the account types, which the representative may solicit.  During the fiscal year
ended  February  1999,  the Company  shifted  focus and added  three  full-time,
in-house salaried  executives to its sales force for the promotion of union made
products pursuant to the UNITE and ULLICO program.

For the  reasons  stated  above,  the  Company  believes  that  its  results  of
operations  for the years ended  February 29, 2000 and February 28, 1999 are not
necessarily indicative of the Company's future results of operations.

FISCAL YEAR 2000 COMPARED TO FISCAL YEAR 1999

Net sales decreased to $103,567 from $1,226,143 in fiscal 1999 a decrease 91.6%.
This  decrease  was a result of returns on prior  years  sales of  approximately
$179,000  and  adopting a strict  policy  for  recording  of sales  shipped on a
consignment basis. In the prior fiscal year sales included significant inventory
purchases by JC Penney, Cintas,  UniFirst and Rhode Island Truck, in the current
fiscal year these sales were  substantially  reduced to only reorder and fill-in
special  orders.  The Company had spent the majority of late fiscal 1999 and the
first half of fiscal 2000 in marketing to Union locals and affiliates around the
country.  This  marketing  effort was  predicated  on demands made by ULLICO and
UNITE to make and sell union products to union locals.  However,  the  marketing

                                       18
<PAGE>
assistance  that was to be  provided  by  ULLICO  and  UNITE as part of the 1998
funding  agreement was not forthcoming until the fourth quarter of 1999 and then
only at  approximately  10% of the effort that had been  promised  resulting  in
dismal sales and a loss of Company focus and the  expenditure of the majority of
the funds received from ULLICO.  The Company  removed the marketing staff in the
third quarter of fiscal year 2000 as no capital was available to for any further
efforts.

Gross profit  decreased to $18,668 or 18.0% in fiscal 2000 as compared to fiscal
1999. The decrease in gross profit is primarily due to the reduction of sales.

Selling,  general and  administrative  ("SG&A")  decreased  $586,928 or 30.5% in
fiscal 2000 as  compared to fiscal  1999.  The Company  significantly  decreased
marketing  and  promotional  expenses  by 68.4 due to  decreased  trade show and
travel activity.  Employee compensation costs were also lower by 29% as a result
of the reduction in staff and consultants.  Consulting expenses and professional
fees also decreased by 12% in fiscal 2000 as management sought to reduce overall
expenses.

Interest  expense  including  the  reclassification  of the ULLICO  dividend  as
interest because of its mandatory  redemption  features  $608,866 in fiscal 2000
compared to interest expense of $88,911 in fiscal 1999. The increase in interest
expense is  primarily  due to the interest due ULLICO in fiscal 2000 of $332,873
and the prior period  adjustment  for fiscal 1999 of $193,591.  The reduction of
long-term debt through conversions into common stock that occurred during fiscal
2000 and a reduction in the overall Notes Payable were the primary  reason for a
comparative  decrease  in  interest  expense of $6,510  related to the same debt
instruments as in fiscal 1999.

The Company's  net loss was $ 2,397,120 in fiscal 2000 compared with  $1,692,765
for fiscal 1999.  This increased loss is mainly  attributable to higher interest
costs,  substantial  decline in gross profit and related sales,  and the various
impairments of inventory and accounts receivable described above.

LIQUIDITY AND CAPITAL RESOURCES

During fiscal 2000,  net cash used by operations was $266,618 as compared to net
cash used by  operations  of  $2,067,479  in fiscal  1999.  Accounts  receivable
decreased to $65,478 following a year of weak sales and recording  impairment to
the accounts  receivable of $61,779 and an allowance  for an expected  return of
$73,371.  The decrease in inventory is a direct  result of a write down required
under  Generally  Accepted  Accounting  principals to impair  inventory  that is
greater  than the cost of goods for items  shipped or  believed  to be  saleable
according the financial  projections of the Company. This charge was $711,289 in
fiscal 2000.

During fiscal 2000 and 1999, the Company used funds for capital  expenditures of
$ 0 and $109,334,  respectively.  During the fiscal year ended February 28, 1999
the Company updated its computer  network,  added additional  sewing capacity in
its Coventry location and added three new vehicles to support the union program.

During the year ended  February 29, 2000 notes  totaling  $12,500,  plus accrued
interest were converted to into 3,788 shares of common stock.  During the fiscal
year ending February 28, 1999, notes totaling  $480,000,  plus accrued interest,
were converted into 153,221 shares of common stock.

                                       19
<PAGE>
Cash flow from  operations  and the  investment  by ULLICO  provided for working
capital  needs and  principal  payments on long-term  debt through  fiscal 2000.
However,  the Company will be required to seek  additional  financing to provide
for working capital needs and principal payments on long-term debt during fiscal
2001  and  to  meet  its  business  strategy  of  achieving  significant  market
penetration  of  its JD  workwear  products.  Also,  additional  capital  may be
required  if  adequate  levels of  revenue  are not  realized,  if  higher  than
anticipated  costs are incurred in the expansion of the Company's  manufacturing
and marketing  activities,  or if product demand exceeds expected levels.  There
can  be no  assurance  that  financing  will  be  available  to the  Company  on
acceptable terms, if at all.

Inflation is not expected to have a major impact on the Company's operations.

YEAR 2000 ISSUE

GENERAL

The Year 2000 issue arises because many computer  programs use two digits rather
than four to define the applicable year. Using two digits could result in system
failure or miscalculations that cause disruptions of operations.  In addition to
computer  systems,  any equipment  with embedded  technology  that involves date
sensitive  functions  is at risk if two digits  have been used rather than four.
The Board of Directors has instructed the Company's Chief  Financial  Officer to
oversee the Company's  Year 2000 readiness  project.  The project is composed of
the following  stages:  1)  assessment  of the problem,  2) developing a plan of
action, 3) remediation activities and 4) compliance testing.

STATE OF READINESS

The Company is in the process of  inventorying  and making an  assessment of its
information and non-information  technology systems (such as telephone and alarm
systems),  and expects to complete  such  assessment  by the end of June 1999. A
plan of corrective action using both internal and external  resources to enhance
or replace the systems for Year 2000 compliance  will be implemented  during the
Summer 1999.  Internal resources consist of permanent  employees of the Company,
where as external resources will be composed of contract  programming  personnel
that are directed by the Company's management.  The Company is in the process of
contacting the appropriate  customers,  vendors,  banks and service providers to
determine  their  Year 2000  compliance.  Remediation  for  critical  systems is
expected by the end of Summer  1999.  The  testing  stage for  critical  systems
within the entire Company is planned for early Fall 1999.

COSTS

The  Company has  incurred  approximately  $12,000 in  expenses in updating  its
management  information  system to alleviate  potential Year 2000 problems,  and
expects to incur an  additional  $25,000  prior to the end of fiscal  year 2000.
These expenditures  represent personnel costs related to software remediation of
major impact systems.  The Company had previously  initiated a hardware  upgrade
plan for desktop  computers that was  independent  of the Year 2000 issue,  and,
therefore, most hardware upgrades were completed under this plan.

                                       20
<PAGE>
RISKS

The Company  does not  anticipate  that the costs of its Year 2000 issues or the
risks to the Company, which might arise from the Year 2000 problem are likely to
be material.  If the Company's desktop software  applications are not compliant,
employees will not be able to use such applications.  If the Company's customers
are not Year 2000  compliant,  the Company risks not being paid on time,  and if
its suppliers,  vendors,  banks,  service  providers and internal voice and data
systems are not  compliant,  the Company risks not being able to timely  service
its  customers.  However,  the Company does not have control over third parties,
and as a result,  cannot  currently  estimate  to what extent  future  operating
results  may  be  adversely   affected  by  the  failure  of  third  parties  to
successfully  address their Year 2000 issues.  If the Company's plans to address
the Year 2000 issue are not successfully or timely implemented,  the Company may
need to  devote  more  resources  to the  process  and  additional  costs may be
incurred,  which could have a material adverse effect on the Company's financial
condition,  liquidity and results of operations.  There can be no assurance that
the Company's assessment of the impact of Year 2000 is complete and that further
analysis  and  study,  as well as the  testing  and  implementation  of  planned
solutions, will not reveal the need for additional remedial work. The Company is
potentially  vulnerable  to  mistakes  made by key  suppliers  of  products  and
services  in their  advice  to the  Company  with  respect  to their  Year  2000
readiness.   The  Company  is  also   potentially   vulnerable  to   operational
difficulties  in the Company's  corporate  offices,  including the risk of power
outages,  banking  delays and the  potential  failure  of credit  card and check
authorization  systems.  The financial magnitude of these risks cannot currently
be estimated.

WORST CASE SCENARIO

The Y2K problem may result in the Company's own or other  third-party  computers
shutting down or performing  incorrect  computations.  If uncorrected,  the Year
2000 problem  could  adversely  impact:  (a) the  reliability  of the  company's
internal information management systems, such as accounting systems,  e-mail and
desktop  computers,  (b) the  physical  operation of systems used by the Company
which have embedded  technology,  such as telephone  systems,  utility services,
security  systems and other physical  office  infrastructure,  (c) the Company's
ability to  interface  with third  parties,  such as  delivering  products to or
receiving payments from customers or obtaining products from vendors on a timely
basis. It is not presently  possible to describe a reasonably likely "worst case
Year 2000 scenario" without making numerous  assumptions.  The Company presently
believes that a most likely worst case scenario  would make it necessary for the
Company to replace some suppliers or contractors, rearrange some work plans, and
delay routinely performed management, administrative,  operational and financial
activities.  Assuming this worst case scenario is correct,  the Company believes
that such circumstances  could have a materially adverse effect on its financial
condition or results of operations.

CONTINGENCY PLANS

The Company currently does not have contingency plans in place in the event that
it does not complete all of its Year 2000  remediation,  some of its systems are
not Year  2000  compliant  or some of its  major  customers,  vendors,  banks or
service  providers  are not Year 2000  compliant.  However,  it  expects to have
completed  sufficient  compliance work by the end of the Summer 1999 and to have
sufficient  time to  identify  those areas for which  contingency  plans will be
necessary, and it will create those contingency plans as necessary at that time.
Contingency   plans  may  include  backup  manual   bookkeeping  and  accounting
procedures,  shifting  production to Y2K compliant vendors and inventory buildup
by the Company prior to December 31, 1999. Any additional  inventory  buildup by

                                       21
<PAGE>
the  Company  could  generate  unfavorable  cash flows and  inventory  valuation
exposures of uncertain amount and duration.  Any future contingency plan will be
based on its best estimates of numerous factors, which, in turn, will be derived
by relying on numerous assumptions about future events. However, there can be no
assurance that these  assumptions  or estimates  will have been correctly  made,
that the Company will have  anticipated all relevant  factors or that there will
not be  increased  costs  associated  with the  Company's  Year  2000  problems.
Additionally,  there can be no assurance that any contingency  plans implemented
by the Company would be adequate to meet the Company's needs without  materially
impacting  its  operations,  that any such plan would be  successful or that the
Company's  results of operations would not be materially and adversely  affected
by the  delays  and  inefficiencies  inherent  in  conducting  operations  in an
alternative manner.

The  foregoing  statements  as to the  Company's  Year 2000  efforts are forward
looking and, along with all other forward-looking statements herein, are made in
reliance  on the safe harbor  provisions  discussed  under the caption  "Forward
Looking Statements" in Item 1, above.

ITEM 7. FINANCIAL STATEMENTS

The  response  to this item is  included  as a separate  section of this  report
commencing on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Effective  April 1, 1998, the Boston office of Richard A. Eisner & Company,  LLP
("RAE") was merged into the Boston office of BDO Seidman,  LLP ("BDO").  As this
merger resulted in RAE no longer having an office in the Providence-Boston area,
the Company  concluded  that it would be  appropriate to select a new accounting
firm. By unanimous  consent,  the Board of Directors of the Company voted on May
5, 1998, to retain BDO to serve as the  Company's  independent  auditors.  RAE's
report on the Company's  financial  statements  for the year ended  February 28,
1997  contains a statement  expressing  substantial  doubt  about the  Company's
ability to continue as a going concern.  However,  during the Company's two most
recent  fiscal  years  or  any  subsequent   interim   period,   there  were  no
disagreements between the Company and RAE on any matter of accounting principles
or practices,  financial  statement  disclosure,  or auditing scope or procedure
which, if not resolved to the  satisfaction of RAE, would have caused it to make
reference  to the subject  matter of the  disagreement  in  connection  with its
report on the audited financial statements.

Prior to the engagement of BDO there were no discussions between the Company and
BDO regarding (i) the  application of any accounting  principle to a specific or
completed  transaction  (ii) the type of audit opinion that might be rendered on
the Company's financial statements,  or (iii) any matter that was the subject of
disagreement  with the  Company's  former  auditor on any  matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

The  Company  requested  that  RAE  furnish  it with a letter  addressed  to the
Securities  and  Exchange  Commission  indicating  whether  RAE agrees  with the
statements  made by the Company in response to this Item 4, or, if not,  stating
the basis upon which RAE  disagrees.  A copy of said  letter has been filed with
the Commission.

On April 5, 1999, JD American Workwear,  Inc. (the  "Registrant")  dismissed BDO
Seidman, LLP as the principal independent accountants for the Registrant.

                                       22
<PAGE>
The report on the Registrant's financial statements prepared by BDO Seidman, LLP
for  fiscal  year  ended  February  28,  1998  contains  no  adverse  opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.

During the two most recent fiscal years and the subsequent interim period, there
were no disagreements with BDO Seidman,  LLP or Richard A. Eisner & Company, LLP
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or  auditing  scope or  procedure,  which,  if not  resolved to the
satisfaction  of them,  would have caused them to make  reference to the subject
matter  of the  disagreement  in  connection  with  its  report  on the  audited
financial statements

The decision to change  accountants was recommended and approved by the Board of
Directors of the Registrant.

On April 5,  1999,  the  Registrant  engaged  the  auditing  firm of  Bederson &
Company, LLP to audit the Registrant's  financial statements for the fiscal year
ended February 28, 1999.

Prior to the  engagement of Bederson & Company,  LLP,  there were no discussions
with  representatives  of said firm  regarding  either  the  application  of any
accounting  principle  to a specific or  completed  transaction,  or the type of
audit opinion that might be rendered on the Registrant's  financial  statements,
or any matter that was the subject of  disagreement  with the  Company's  former
auditor on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

The  Registrant  requested  that  BDO  Seidman,  LLP  furnish  it with a  letter
addressed to the  Securities  and Exchange  Commission  indicating  whether they
agreed with the  statements  made by the  Registrant in response to this Item 4,
and, if not,  stating  the respect in which they does not agree.  A copy of said
letter was filed with the Commission.

                                       23
<PAGE>
                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors and executive officers of the Company and their ages and positions
with the Company are as follows:

            Name                Age      Positions with the Company
            ----                ---      --------------------------
      David N. DeBaene          41       Chairman of the Board, President and
                                         Chief Executive Officer

      Thomas A. Lisi            55       Vice President, Marketing and
                                         Director

      Norman J. Birmingham      45       Treasurer, Chief Financial Officer,
                                         and Director

      Elizabeth Cotter          38       Director

      Camille Barbone           48       Director

      Steev Panneton            41       Vice President, Manufacturing and
                                         Operations, Secretary and Director

      Herb Canapary             67       Director

DAVID N. DEBAENE, CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER.
Mr. DeBaene is the founder of the Company and was  responsible for obtaining the
patent  on  the  original  Jaque  Dubois   Construction  Jean.  Mr.  DeBaene  is
responsible for all executive level functions regarding the Company's operations
and also shares  responsibility  for raw  materials  sourcing  and  procurement,
manufacturing arrangements,  product development,  marketing and sales. Prior to
founding the Company,  for 14 years Mr. DeBaene was an owner and/or foreman of a
construction company  headquartered in West Warwick,  Rhode Island, and also was
involved in nursing home administration from 1984 to 1990.

THOMAS A. LISI,  VICE  PRESIDENT,  MARKETING  AND  DIRECTOR.  Mr.  Lisi became a
director of the Company in January 1994,  and became Vice President of Marketing
in June 1996. Mr. Lisi brings 25 years of experience in the apparel  industry to
the Company. Mr. Lisi is a principal  stockholder and Chief Executive Officer of
Geronimo Leathers, Inc. ("Geronimo"), a manufacturer of mens leather apparel and
outerwear with worldwide distribution. Geronimo also specializes as a design and
manufacturing  consultant  to the outerwear  trade and is a high volume  private
label  manufacturer  to  prominent  merchants.  Mr. Lisi is a founder and former
member of the  executive  committee of the Leather  Apparel  Association  and is
considered  by his  peers  to be a  leading  authority  in the  leather  apparel
industry.  Mr.  Lisi  and the  Company  are  parties  to a sales  representative
agreement and a consulting  agreement,  and Geronimo and the Company are parties
to an overseas agency agreement. See "CERTAIN TRANSACTIONS."

                                       24
<PAGE>
NORMAN J.  BIRMINGHAM,  TREASURER,  CHIEF  FINANCIAL  OFFICER AND DIRECTOR.  Mr.
Birmingham currently serves as Chief Financial Officer and Director of Open Door
Online, Inc. since March of 2000, and has served as President of Patina Corp., a
holding company for construction  demolition and asbestos  abatement  companies,
since April of 1999. From September 1998 to January 1999, Mr.  Birmingham served
as Chief Financial Officer of Mediforce,  Inc., a medical products company.  Mr.
Birmingham was Chief Financial Officer for General  Environmental  Technologies,
Inc., a holding  company for three  demolition  companies,  from January 1998 to
September  1998.  From  November 1995 to August 1997, he served as President and
Chief Financial Officer for Westmark Group Holdings, Inc., a holding company for
wholesale mortgage companies.  In addition, he served as President of Heart Labs
of America,  Inc. from November 1995 to June 1996. Mr.  Birmingham was President
of Budget Services and provided accounting,  tax and financial planning services
from September 1986 to July 1997. Mr.  Birmingham became an officer of Open Door
Online in February 2000.

ELIZABETH  COTTER,  DIRECTOR.  Prior to joining the Company in January 1991, Ms.
Cotter was a mortgage  consultant for Providence Funding Corp. from 1989 through
1991.  From March 1985 to 1989, Ms. Cotter was the director of New England sales
for Ready Capital Corp.,  a mortgage  banking  company.  Ms. Cotter holds a dual
B.A./B.S.   Bachelors  degree  from  Boston   University  School  of  Management
(marketing and organizational behavior), and has taken graduate level courses in
the MBA program of the  University  of Rhode  Island.  Ms. Cotter is the wife of
David N. DeBaene.

CAMILLE  BARBONE,  DIRECTOR.  Ms. Barbone  currently  serves as Chief  Operating
Officer and Director of Open Door Online,  Inc.,  since March 2000. She has been
involved in the music industry for over  twenty-two  years.  She has discovered,
developed and managed many significant artists. From January 1995 to March 1999,
Ms. Barbone has owned and been employed by August Artist  Management,  where she
has managed  several music artists.  Camille also produced the Gospel segment of
Woodstock `94 for a crowd of 350,000. She has lectured throughout the country at
seminars,   workshops,  and  conventions  and  has  been  interviewed  by  major
newspapers,  magazines  and  television  specials  such as 20/20,  Entertainment
Tonight and Fox News. Ms.  Barbone  elected Vice President of Open Door Records,
Inc.  in March 1999 and has served as our Chief  Operating  Officer  since March
2000. All prior  directors and executive  officers of Genesis Media Group,  Inc,
our predecessor, tendered their resignations in conjunction with the Acquisition
Agreement dated June 17, 1999.

STEEV PANNETON,  VICE  PRESIDENT,  MANUFACTURING  AND OPERATIONS,  SECRETARY AND
DIRECTOR.  Mr.  Panneton has been an employee of the Company since its inception
in 1992,  and has overseen  and\or  participated  in all phases of the Company's
manufacturing operations.  Mr. Panneton was elected to the Board of Directors by
the Board of  Directors  in  January  1998 to fill the  vacancy  created  by the
resignation of a former director.

HERBERT CANAPARY,  DIRECTOR.  Pursuant to the Securities Purchase Agreement (the
"Purchase  Agreement")  dated April 9, 1998, with The Union Labor Life Insurance
Company, a Maryland corporation  ("ULLICO"),  and certain additional  agreements
related to the  Purchase  Agreement,  Mr.  Canapary  was elected to the Board of
Directors by the Board of  Directors to fill the vacancy in the Board  resulting
from the  increase  in the  number  of  members  of the  Board  from 5 to 7. Mr.
Canapary has been employed by ULLICO,  the union labor life  insurance  company,
for 17 years, and presently serves as ULLICO's Vice-President - Investments.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended,  (the Exchange
Act?) requires officers,  directors and persons who own more than 10% of a class
of equity  securities  registered  pursuant to Section 12 of the Exchange Act to
file  reports of  ownership  and changes in ownership  with the  Securities  and

                                       25
<PAGE>
Exchange  Commission and the principal  exchange upon which such  securities are
traded or quoted. Officers, directors and greater than 10% shareholders are also
required by SEC  regulation to furnish copies of any such reports filed pursuant
to Section 16(a) with the Company.  Since the Company  currently does not have a
class of equity  securities  registered  pursuant to Section 12 of the  Exchange
Act, there is no obligation  upon the Company's  officers,  directors and 10% or
greater  stockholders to file any such reports  pursuant to Section 16(a) of the
Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth a summary for the fiscal years ended February 29,
2000 plus February 28, 1999,  and 1998,  respectively,  of the cash and non-cash
compensation awarded, paid or accrued, by the Company to all individuals serving
as the Company's chief executive  officer  (collectively,  the "named  executive
officers").  The Company at no time during the last three  fiscal  years had any
executive officers whose total annual compensation, exceeded $100,000, except as
set forth below.

                           SUMMARY COMPENSATION TABLE

                                                      Long-Term
                                       Annual        Compensation
Name and              Fiscal        Compensation      Options by     All Other
Principal Position     Year       Salary     Bonus   No. of Shares  Compensation
------------------     ----       ------     -----   -------------  ------------
David N. DeBaene,     2000      $150,000      --          --             --
President and CEO     1999(1)   $125,000      --          --             --
                      1998(2)   $105,000      --          --             --
----------
(1)  Under his  employment  agreement,  Mr. DeBaene was entitled to be paid at a
     rate of $125,000 per annum,  plus  $10,000,  which was deferred from fiscal
     1997.  However,  in order to conserve cash, Mr. DeBaene has agreed to defer
     approximately  $10,000 of such  compensation  to fiscal 2001 and include an
     additional $54,000 deferral for fiscal 2000.
(2)  Under his  employment  agreement,  Mr. DeBaene was entitled to be paid at a
     rate of $105,000 per annum. However, in order to conserve cash, Mr. DeBaene
     agreed to defer approximately $10,000 of such compensation to fiscal 2001.

The  Company  does  not have  any  annuity,  retirement,  pension,  deferred  or
incentive  compensation plan or arrangement  under which any executive  officers
are entitled to benefits, nor does the Company have any long-term incentive plan
pursuant to which  performance  units or other forms or  compensation  are paid.
Executive officers who qualify will be permitted to participate in the Company's
1995 Stock Option Plan,  which was adopted in February  1995.  See "Stock Option
Plan."   Executive   officers  may   participate  in  group  life,   health  and
hospitalization  plans if and when such  plans are  available  generally  to all
employees.

EMPLOYMENT AGREEMENTS

Effective as of March 1, 1995, the Company entered into an employment  agreement
with David N. DeBaene as Chairman  and  President.  The  agreement is for a base
term of five (5) years,  and is thereafter  renewable for additional  periods of
three (3) years, unless the Company gives notice to the contrary.  In accordance
with his agreement with the Company,  Mr.  DeBaene's  first year base salary was
$65,000,  increasing annually thereafter in $20,000 increments. In addition, Mr.
DeBaene is entitled to receive an annual cash bonus based upon a  percentage  of

                                       26
<PAGE>
the  Company's  pre-tax  income (as defined) for each fiscal year in  accordance
with a sliding scale schedule  contained in the agreements.  No bonus is payable
unless and until the Company earns pre-tax  income in excess of $5 million.  The
agreement also provides for certain non-competition and non-disclosure covenants
of the executive and for certain Company paid fringe benefits such as disability
insurance  and inclusion in pension,  profit  sharing,  stock  option,  savings,
hospitalization and other benefit plans at such times as the Company shall adopt
them.

The agreement of Mr. DeBaene also provides for the payment of certain additional
severance compensation of $250,000 in the event that at any time during the term
thereof (i) the agreement is terminated by the Company without cause (as defined
therein),  or (ii)  terminated  by the  employee  due to a change in control (as
defined therein).  The Company believes that the change in control provisions in
this agreement may tend to discourage attempts to acquire a controlling interest
in the  Company  and may  also  tend to make  the  removal  of  management  more
difficult;  however,  the Company believes such provisions  provide security and
decision-making independence for its executive officers.

On January 1, 2000 the prior  agreement was cancelled and a new contract  signed
providing  for a five year term  expiring on December  31,  2004.  The  contract
automatically renews at five year absent any notice 180 days prior to the end of
the term.  The Base salary  increases on each  anniversary at a rate of 13% over
the prior years salary. Mr. DeBaene was granted 25,000 options from upon signing
at an exercise price of $1.59,  which was in excess of the $1.30 price per share
on the nearest trading date to the signing of the contract. The contract further
provides  for  bonuses on the net pre tax  profits of the to be formed  Consumer
Products  Division  4% of the profit of the  division if the profit is less than
$2,500,000  and  increasing  ratably to a maximum  of 10% if the profit  exceeds
$5,000,001.

The agreement  also provides for the payment of normal  business  expenses and a
$750  monthly car  allowance  for a car lease not to exceed 3 years.  A vacation
allows up to 4 weeks of annual vacation during the term.

The  contract  also  provides for certain  payments in the event Mr.  DeBaene is
terminated  without  cause or a change in control or  position  occurs  that Mr.
DeBaene has not agreed to. These  payments  would require the remaining  term of
the contract to be paid upon  termination  and the  repurchase by the company of
all outstanding stock owned by Mr. DeBaene.

On January 1, 2000  Norman J.  Birmingham  signed an  employment  contract  that
provides  for a salary of $150,000 in the first year of a five-year  term,  with
annual  increases  of 13%. Mr.  Birmingham  was granted  25,000  options with an
exercise  price of $1.59,  which was  above the $1.30  closing  bid price on the
nearest trading day to the contract signing.  The contract further provides that
a bonus  will be paid on the  consolidated  pre tax  income  of the  corporation
beginning with 2% if the  corporation net pre tax income is less than $2,500,000
and increasing ratably to 4.5% if the pre tax income is over $5,000,001.

The agreement  also provides for the payment of normal  business  expenses and a
$750  monthly car  allowance  for a car lease not to exceed 3 years.  A vacation
allows up to 4 weeks of annual vacation during the term.

The contract also provides for certain  payments in the event Mr.  Birmingham is
terminated  without  cause or a change in control or  position  occurs  that Mr.
Birmingham has not agreed to. These payments would require the remaining term of
the contract to be paid upon  termination  and the  repurchase by the company of
all outstanding stock owned by Mr. Birmingham.

                                       27
<PAGE>
DIRECTOR COMPENSATION

The  Directors  of the  Company are  elected  annually  and serve until the next
annual  meeting  of  stockholders  and until a  successor  shall  have been duly
elected  and  qualified.  Directors  of the  Company  who are not  employees  or
consultants do not receive any compensation for their services as members of the
Board of Directors,  but are reimbursed for expenses incurred in connection with
their attendance at meetings of the Board of Directors. Directors may be removed
with  or  without  cause  by a vote of the  majority  of the  stockholders  then
entitled to vote.

COMPENSATION COMMITTEE

David N. DeBaene,  Norman J. Birmingham and Herbert  Canapary are members of the
Compensation Committee,  which reviews and makes recommendations with respect to
compensation of officers,  employees and consultants,  including the granting of
options under the Company's 1995 Stock Option Plan.

STOCK OPTION PLAN

THE 1995 STOCK OPTION PLAN.  The  Company's  1995 Stock Option Plan (the "Plan")
adopted  by the  Company's  Board  of  Directors  in  February  1995  and by the
stockholders in July 1995,  provides for the issuance of options  ("Options") to
employees,   officers  and,  under  certain  circumstances,   directors  of  and
consultants to the Company ("Eligible Participants").  Options granted under the
plan may be either  "incentive stock options" ("ISOs") as defined in Section 422
of the Internal  Revenue Code of 1986, as amended (the "Code") or  "nonqualified
stock  options"  ("NQSOs").  The Plan does not provide for the issuance of stock
appreciation   rights  but  does   permit  the   granting  of   restricted   and
non-restricted  stock and deferred  stock awards.  A total of 250,000  shares of
Common Stock were originally  reserved for issuance under the Plan;  however, in
January  1998,  the Board of  Directors  voted to amend the Plan and reserve for
issuance  under the Plan an  additional  500,000  shares,  which  amendment  was
ratified  by  the   stockholders  of  the  Company  at  the  Annual  Meeting  of
Stockholders  held April 15, 1998. The Plan is administered by the  Compensation
Committee of the Board of Directors  (the  "Committee").  The Committee has sole
discretion and authority,  consistent with the provisions of the Plan, to select
the Eligible  Participants  to whom Options will be granted under the Plan,  the
number of shares  which will be covered by each Option and the form and terms of
the agreement to be used. All employees and officers of the Company  (except for
members of the Committee) are eligible to participate in the Plan. Directors are
eligible  to  participate  only if  they  have  been  declared  to be  "eligible
directors" by resolution of the Board of Directors. Members of the Committee are
not Eligible Participants.  At February 28, 1999,  approximately 20 persons were
eligible to receive ISOs under the Plan.

OPTIONS.  The Committee is empowered to determine the exercise  price of Options
granted  under  the  Plan,  but the  exercise  price of ISOs must be equal to or
greater  than the fair market  value of a share of Common  Stock on the date the
Option is granted  (110% with respect to  optionees  who own at least 10% of the
outstanding  Common  Stock).  The exercise price of NQSOs granted under the Plan
must not be less than 85% of the fair  market  value of the Common  Stock on the
date the Option is granted.  The  Committee  has the  authority to determine the
time or times at which Options  granted under the Plan become  exercisable,  but
the  Options  expire no later than ten years from the date of grant  (five years
with respect to Optionees who own at least 10% of the  outstanding  Common Stock
of the  Company).  The Options are  nontransferable,  other than by will and the
laws of descent,  and  generally  may be  exercised  only by an  employee  while
employed by the Company or within 90 days after  termination of employment  (one
year from termination resulting from death or disability).

                                       28
<PAGE>
During  fiscal  1998,  NQSOs  to  purchase  200,000  shares  were  granted  to a
consultant at exercise prices ranging from $2.50 to $3.25 per share.  Subsequent
thereto, in connection with the extension of the consulting  agreement with said
consultant,  options to purchase 50,000 of said shares were surrendered, and the
consultant was issued 50,000  shares.  In January 1998, the Company issued 9,500
shares to an employee of said consultant in consideration  of services  rendered
outside of the scope of the  consulting  agreement.  In June 1998, in connection
with an additional  extension of the term of the consulting  agreement with said
consultant  and an  expansion  in scope of the  services  to be rendered by said
consultant,  the Company issued options to purchase an additional 300,000 shares
of Common Stock at exercise  prices  ranging  from $3.25 to $5.75 per share.  Of
these  options,  60,000  shares  have been  exercised,  and  options to purchase
140,000 shares remain outstanding.

As of the date of this report,  there are  outstanding  NQSOs to purchase 12,500
shares  having  an  exercise  price of $1.50  per  share as well as  options  to
purchase  181,000 shares having  exercise prices ranging from $3.75 to $5.75 per
share.  5,000 options at $1.00 were granted in February 2000 and 50,000 at $1.59
on January 1, 2000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)

There were two individual grants of stock options or stock  appreciation  rights
to named  executive  officers  during  fiscal 2000  pursuant  to the  employment
contract  signing by Mssrs.  DeBaene and Birmingham in the amount of 25,000 each
at an exercise price of $1.59.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION/SAR VALUES

None  of  the  named  executive   officers  exercised  stock  options  or  stock
appreciation  rights during fiscal 2000, and Mssrs DeBaene and  Birmingham  were
the  only  named  executive  officers  that  held  any  stock  options  or stock
appreciation rights as of the end of fiscal 2000.

OPTION REPRICING

Not applicable.

COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION

No directors other than those  identified  above as members of the  Compensation
Committee  served on that Committee  during the last completed fiscal year. None
of the executive officers of the Company has served on the board of directors or
on the compensation  committee of any other entity, any of whose officers served
either  on the  Board  of  Directors  or on the  Compensation  Committee  of the
Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of June 1, 2000 certain information  regarding
the  ownership  of the  Company's  securities  by (i) each  person  known by the
Company to be the beneficial owner of more than 5% of any class of the Company's
voting securities,  (ii) each of the Company's  directors,  and (iii) all of the

                                       29
<PAGE>
Company's executive officers and directors as a group.  Beneficial ownership has
been determined in accordance with Rule 13d-3 under the Securities  Exchange Act
of 1934,  as  amended.  Under  this  Rule,  certain  shares  may be deemed to be
beneficially  owned by more than one person (such as where  persons share voting
power or investment  power).  In addition,  shares are deemed to be beneficially
owned by a person  if the  person  has the  right to  acquire  the  shares  (for
example,  upon exercise of an option) within 60 days of the date as of which the
information is provided;  in computing the  percentage  ownership of any person,
the  amount of shares  outstanding  is deemed to  include  the  amount of shares
beneficially  owned by such  person  (and only such  person)  by reason of these
acquisition  rights.  As a result,  the percentage of outstanding  shares of any
person as shown in the following table does not necessarily reflect the person's
actual ownership or vote.

<TABLE>
<CAPTION>
Name and Address or                     Amount and Nature of                   Percentage
  Number in Group                     Beneficial Ownership (1)                 of Class *
-------------------                   ------------------------                 ----------
<S>                              <C>                     <C>                   <C>
David N. DeBaene                 Common Stock             774,673 (2)              29.7%
46 Old Flat River Road           Series A Preferred             0                    **
Coventry, RI                     Series B Preferred             0                    **

Elizabeth Cotter                 Common Stock              12,500 (3)                **
46 Old Flat River Road           Series A Preferred             0                    **
Coventry, RI                     Series B Preferred             0                    **

Thomas A. Lisi                   Common Stock              62,500 (4)             2.39%
46 Old Flat River Road           Series A Preferred             0                   **
Coventry, RI                     Series B Preferred             0                   **

Steev Panneton                   Common Stock                   0                   **
46 Old Flat River Road           Series A Preferred             0                   **
Coventry, RI                     Series B Preferred             0                   **

Hebert Canapary                  Common Stock                   0 (5)               **
111 Massachusetts Ave.           Series A Preferred             0 (5)               **
Washington, DC                   Series B Preferred             0                   **

All Officers and Director        Common Stock             849,673 (2)(4)(5)      32.61%
                                 Series A Preferred             0                   **
As a Group (7 persons)           Series B Preferred             0                   **

OTHER 5% STOCKHOLDERS

Joseph Lussier                   Common Stock             191,158 (6)             7.33%
1645 Warwick Avenue
Warwick, RI 02886
</TABLE>

                                       30
<PAGE>
<TABLE>
<CAPTION>
Name and Address or                     Amount and Nature of                   Percentage
  Number in Group                     Beneficial Ownership (1)                 of Class *
--------------------                  ------------------------                 ----------
<S>                              <C>                     <C>                   <C>
Merit Capital Assoc, Inc.        Series A Preferred            20                 7.58%
1221 Post Road
Westport, CT

Gerald Hoak                      Series A Preferred            40                15.16%
1221 Post Road
Westport, CT

Mission Bay Consultants          Common Stock             163,000 (6)            11.03%
20946 Avenal Run
Boca Raton, FL 33428

ULLICO                           Common Stock           1,607,516 (7)            38.16%
111 Massachusetts Ave            Series B Preferred         2,500               100.00%
Washington, DC
</TABLE>
----------
(*)  Assumes  2,348,645 shares of Common Stock, 235 shares of Series A Preferred
     Stock and 2,500 shares of Series B Preferred Stock issued and outstanding.
(**) less than 1%
(1)  Except as  otherwise  indicated,  each named  holder has, to the  Company's
     knowledge,  sole  voting and  investment  power with  respect to the shares
     indicated.
(2)  Includes  48,000  shares owned of record by Mr.  DeBaene's  father,  51,000
     shares owned of record by Mr. DeBaene's mother,  and 28,150 shares owned of
     record by Mr. DeBaene's sister.  Does not include shares owned of record by
     Elizabeth Cotter, Mr. DeBaene's wife.
(3)  Ms. Cotter is the spouse of David N. DeBaene.
(4)  Includes  shares  issuable  upon  exercise  of 12,500  non-qualified  stock
     options.
(5)  Does not include Series B Preferred Stock,  shares of Common Stock issuable
     upon  conversion  of Series B  Preferred  Stock or  shares of Common  Stock
     issuable upon exercise of  outstanding  warrants owned of record by ULLICO,
     of which Mr. Canapary serves as Vice President - Investments.
(6)  Includes   163,000  shares  of  Common  Stock  issuable  upon  exercise  of
     outstanding stock options.
(7)  Includes  641,516 shares of Common Stock issuable upon conversion of Series
     B Preferred Stock and PIK Dividends as well as 966,000 shares issuable upon
     exercise  of  outstanding   warrants.   See  "Item  1  Business  --  Recent
     Developments -- Private Placement of Series B Preferred Stock."

ESCROW OF SHARES In accordance with the requirements of certain state securities
administrators,  certain of the Company's principal  stockholders have agreed to
place into escrow an  aggregate of 700,000  shares (the "Escrow  Shares") of the
875,000  shares of  Common  Stock  held by them as of the date of the  Company's
initial public offering.  Under the escrow agreement,  the Escrow Shares will be
ratably released to the holders in 25% increments on the sixth, seventh,  eighth
and ninth anniversaries,  respectively,  of the initial public offering.  If the
Company  meets or exceeds  certain  net  earnings or stock  price  targets,  the
release of the Escrow Shares will be  accelerated.  Additionally,  in accordance
with the requirements of another state securities administrator, the holdings of
all officers,  directors and  post-offering  five percent (5%)  stockholders are
subject to certain lock-up restrictions until January 1999.

                                       31
<PAGE>
POSSIBLE CHANGE IN CONTROL. Pursuant to its agreements with ULLICO, the Series B
Preferred Stock holders shall be entitled to elect one director out of the seven
authorized  directors of the  Company's  board and one director out of the three
directors  comprising the Company's  Compensation  Committee.  If certain events
occur or do not occur,  such as the failure to pay either a PIK Dividend or cash
dividend to the Series B Preferred  Stock  holders,  the holders of the Series B
Preferred Stock shall be entitled,  immediately  upon giving written notice,  to
elect the smallest  number of directors  that will  constitute a majority of the
authorized number of directors. Moreover, ULLICO holds Series B Preferred Stock,
which is currently  convertible  into 500,000 shares of Common Stock,  and holds
warrants to purchase 799,000 shares of Common Stock.  Pursuant to its agreements
with  ULLICO,  in the  event the  Company  does not  reach  certain  performance
milestones,  the Series B Preferred Stock held by ULLICO may be converted into a
greater  number of shares of the  Company's  Common Stock than provided for upon
conversion  if the  performance  targets  are met.  As a  result,  ULLICO  could
potentially obtain a substantial  controlling interest in the Company. There can
be no assurance  that the Company will be able to meet the  performance  targets
set forth in the applicable  agreements and, therefore,  avoid a possible change
in control of the Company's  capital stock.  Such a change in control may result
in fundamental changes to the management of the Company and the character of its
business.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION

CONSULTING AGREEMENTS

WARRANTS TO MESSRS.  DURKIN AND LUSSIER.  In connection  with their agreement to
provide financial consulting services to the Company for a three (3) year period
commencing  August 1996, the Company issued on August 6, 1996 to each of Messrs.
Joseph Lussier and William Durkin, warrants to purchase 232,824 shares of Common
Stock expiring August 7, 2003, or a total of 465,648  shares.  The warrants were
divided into two (2) classes,  time warrants  which contain  vesting  provisions
based  solely  on the  expiration  of  time,  and  performance  warrants,  which
contained vesting  provisions based upon the price of the Company's Common Stock
during  various  periods.  Messrs.  Durkin and  Lussier  received  136,200  time
warrants and 96,624  performance  warrants  each. As of the date of this report,
none of the  performance  warrants  vested  and all  have  expired.  At the date
hereof,  all of the time warrants have vested and are exercisable.  The exercise
price  of all of the  warrants  was  originally  $4.00  per  share,  subject  to
adjustment  under certain  circumstances;  however as a result of the subsequent
issuance of the Series A Preferred and the Series B Preferred Stock the exercise
price was adjusted to $2.85 per share and the number of time warrants  increased
to 191,158 shares each.  Mr.  Lussier is and Mr. Durkin was formerly  affiliated
with Merit Capital  Associates,  Inc., the  underwriter of the Company's  Public
Offering. Relative to certain actions deemed detrimental to the Company and its'
shareholders  the Warrants  currently  held by Mr. Durkin are being  reviewed by
counsel to derive the feasibility of there cancellation.

MISSION BAY  CONSULTANTS,  INC. On April 2, 1997, the Company entered into a one
(1) year Consulting  Agreement with Mission Bay  Consulting,  Inc., a management
consulting and public  relations firm ("Mission  Bay"),  for certain  consulting
services.  In connection  with this  Consulting  Agreement the Company issued to
Mission Bay an option under the Company's  1995 Stock Option Plan to purchase an
aggregate of 200,000  shares of common  stock,  and also issued 28,000 shares of
common stock under the 1995 Stock  Option  Plan.  The Company has also agreed to
reimburse  Mission Bay for its accountable  expenses incurred in connection with
the  Agreement.  In September  1997,  in  consideration  of the extension of the

                                       32
<PAGE>
Consulting Agreement,  50,000 of said options were surrendered,  and the Company
issued  50,000 shares of Common Stock to Mission Bay  Consulting  under the 1995
Stock  Option  Plan.  In January  1998,  the Company  issued  9,500 shares to an
employee of Mission  Bay  Consulting,  in  consideration  of  services  rendered
outside of the scope of the  Consulting  Agreement.  In June 1998, in connection
with an  additional  extension  of the  term of the  consulting  agreement  with
Mission  Bay and an  expansion  in scope of the  services to be rendered by said
Mission Bay, the Company issued options to purchase an additional 300,000 shares
of Common Stock at exercise  prices  ranging  from $3.25 to $5.75 per share.  Of
these,  options to purchase  119,000  shares have been  exercised and options to
purchase 181,000 shares remain outstanding.

RELATED PARTY LOANS

As disclosed in the Notes to the financial statements, the Company has from time
to time borrowed money from or loaned money to related parties.  At February 29,
2000, the Company owed approximately $155,000 in the aggregate to the parents of
David N.  DeBaene.  Approximately  $140,000 of these loans bear  interest at the
rate of 10% and will be repaid out of operating  cash flow at the rate of $5,500
per month until September 1, 2001. In addition,  at February 29, 2000,  David N.
DeBaene  had  loaned  approximately  $35,000  to the  Company.  This loan is not
interest bearing.

STOCKHOLDERS AGREEMENT

A Stockholders Agreement dated April 9, 1998 (the "Stockholders  Agreement") was
entered into among  ULLICO,  the Company,  David N.  DeBaene,  Annette  DeBaene,
Norman  DeBaene,  Thomas  Lisi,  and Steev  Panneton  (each,  a  "Holder").  The
Stockholders  Agreement  provides  that the Company  shall have a right of first
refusal  before any shares of Common  Stock may be  transferred  by any  Holder.
ULLICO has a right of second refusal and co-sale rights, if the Company does not
elect to buy all of the  securities  it is  offered.  If ULLICO  enters  into an
agreement to transfer,  sell or otherwise dispose of all of its Preferred Stock,
Warrants and any Common Stock issued upon  conversion  or exercise of the former
("Purchased  Shares") (such agreement referred to as a "Tag-Along  Sale"),  each
Holder has the right to participate in the Tag-Along  Sale. If ULLICO,  alone or
with another person, accepts an offer from any party who is unaffiliated with it
to purchase any Purchased  Shares which results in such party having the ability
to elect a majority of the Company's Board of Directors, then, at the request of
ULLICO,  each Holder  shall sell all shares of Common  Stock held by such Holder
(referred to as a "Drag-Along Sale").

All future material  affiliated  transactions  and loans will be made or entered
into on terms that are no less  favorable  to the Company than those that can be
obtained from  unaffiliated  third parties;  and all future material  affiliated
transactions  and loans,  and any  forgiveness  of loans,  will be approved by a
majority of the independent  outside members of the Company's board of directors
who do not have an interest in the transactions.

                                       33
<PAGE>
                                     PART IV

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a) List of Exhibits

          The exhibits that are filed with this report or that are  incorporated
     herein by reference  are set forth in the Exhibit  Index  appearing on page
     E-1 hereof.

     (b) Reports on Form 8-K

          No reports on Form 8-K were  filed  during the last  quarter of fiscal
     2000.


                                       34
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       JD AMERICAN WORKWEAR, INC.


Date: June 12, 2000                    By: /s/ David N. DeBaene
                                          --------------------------------
                                          David N. DeBaene, President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report is signed below by the following  persons on behalf of the Company and in
the capacities and on the dates indicated.

      Signatures                         Title                         Date
      ----------                         -----                         ----

/s/ David N. DeBaene           Chairman of the Board, President    June 12, 2000
----------------------------   and Chief Executive Officer
David N. DeBaene               (Principal Executive Officer)


/s/ Norman J. Birmingham       Treasurer, Chief Financial          June 12, 2000
----------------------------   Officer, and Director (Principal
Norman J. Birmingham           Financial Officer)


/s/ Thomas A. Lisi
----------------------------   Director                            June 12, 2000
Thomas A. Lisi


/s/ Elizabeth Cotter
----------------------------   Director                            June 12, 2000
Elizabeth Cotter


/s/Camille Barbone
----------------------------   Director                            June 12, 2000
Camille Barbone


/s/ Steev Panneton
----------------------------   Secretary and Director              June 12, 2000
Steev Panneton


/s/ Herbert Canapary
----------------------------   Director                            June 12, 2000
Herbert Canapary

                                       35
<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
 Exhibit
   No.          Incorporated Documents                      SEC Exhibit Reference
 -------        ----------------------                      ---------------------
<S>      <C>                                          <C>
  2.1     Form   of   Conversion    Agreement          As filed with the Registrant's Form
          between the  Registrant and certain          SB-2 on October 27, 1995, File No.
          holders  of  the  Registrant's  10%          33-98486
          Secured  Notes,   12%  Subordinated
          Notes and 20% Demand Notes

  3.1     Certificate of Incorporation of the          As filed with the Registrant's Form
          Registrant, as amended                       SB-2, on October 27, 1995, File No.
                                                       33-98486

  3.2     By-Laws  of  the   Registrant,   as          As filed with the Registrant's Form
          amended                                      SB-2 on October 27, 1995, File No.
                                                       33-98486

  4.1     Form of Warrant Agreement                    As filed with the Registrant's Form
                                                       SB-2, on October 27, 1995, File No.
                                                       33-98486

  4.2     Form of Warrant  of the  Registrant          As filed with the Registrant's Form
          issued in the Registrant's  January          SB-2 on October 27, 1995, File No.
          1995 Private Placement                       33-98486

  4.3     Form of Unit Purchase Option issued          As filed with the Registrant's Form
          to Merit Capital Associates, Inc.            SB-2 on October 27, 1995, File No.
                                                       33-98486

  4.4     Form     of     11%     Convertible          As filed with the Registrant's Form
          Subordinated Note of the Registrant          SB-2 on October 27, 1995, File No.
          issued in the Registrant's  August,          33-98486
          1995 Private Placement

  4.5     Form of Warrant  of the  Registrant          As filed with the Registrant's Form
          issued in the Registrant's  August,          SB-2 on October 27, 1995, File No.
          1995 Private Placement                       33-98486

  4.6     Securities Purchase Agreement dated          As filed with the Registrant's
          April 9, 1998                                Form 10KSB on June 13, 1999

  4.7     Certificate   of   Designation   of          As filed with the Registrant's
          Series B Preferred Stock.                    Form 10 KSB on June 13, 1999

  4.8     Stockholders' Agreement dated April          As filed with the Registrant's
         9, 1998.                                      Form 10 KSB on June 13, 1999
</TABLE>
                                       E-1
<PAGE>
<TABLE>
<CAPTION>
 Exhibit
   No.          Incorporated Documents                      SEC Exhibit Reference
 -------        ----------------------                      ---------------------
<S>      <C>                                          <C>
  4.9    Registration Rights Agreement dated           As filed with the Registrant's
         April 9, 1998                                 Form 10 KSB on June 13, 1999

  4.10   Warrant   Certificate   issued   to           As filed with the Registrant's
         ULLICO                                        Form 10 KSB on June 13, 1999

  4.11   Escrow Agreement                              As filed with the Registrant's
                                                       Form 10 KSB on June 13, 1999

  4.12   Certificate  of   Designations   of           As filed with the Registrant's
         Series A Preferred Stock                      Form 10-KSB on June 11, 1998

  10.1   Lease     Agreement     for     the           As filed with the Registrant's Form
         Registrant's Coventry, RI facility            SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.2   Loan  Agreement  with Home Loan and           As filed with the Registrant's Form
         Investment Bank                               SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.3   Employment  Agreement with David N.           As filed with the Registrant's Form
         DeBaene                                       SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.4   Employment Agreement with Elizabeth           As filed with the Registrant's Form
         Cotter                                        SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.5   Consulting Agreement with Thomas A.           As filed with the Registrant's Form
         Lisi                                          SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.6   Overseas   Agency   Agreement  with           As filed with the Registrant's Form
         Geronimo Leathers                             SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.7   Registrant's 1995 Stock Option Plan           As filed with the Registrant's Form
                                                       SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.8   Form of Option Agreement under the            As filed with the Registrant's Form
         Registrant's 1995 Stock Option Plan           SB-2 on October 27, 1995, File No.
                                                       33-98486

  10.9   Form   of   Sales    Representative           As filed with the Registrant's
         Agreement                                     Form SB-2 on October 27, 1995,
                                                       File No. 33-98486

  10.10  Special Accounts Director Agreement           As filed with the Registrant's
         with  Shawnmark   Industries  dated           Form SB-2 on October 27, 1995,
         July 25, 1995                                 File No. 33-98486

  16.1   Letter of  Richard A.  Eisner,  LLP           As filed with the Registrant's Form
         dated May 6, 1998                             8-K on May 13, 1998

  16.2   Letter of BDO Seidman LLP                     As filed with the Registrant's Form
                                                       8-K/A on April 1, 1999

  99.1   United States Patent #5,038,408               As filed with the Registrant's Form
                                                       SB-2 on October 27, 1995, File No.
                                                       33-98486

  99.2   United States Patent #5,634,215               As filed with the Registrant's Form SE
                                                       on June 11, 1998
</TABLE>
                                      E-2
<PAGE>

FILED HEREWITH

Exhibit No.
-----------

   10.31      Employment Agreement with David DeBaene

   10.11      Employment Agreement with Norman J. Birmingham

   10.12      Consulting Agreement with Richard Sullivan

   10.13      Consulting Agreement with Art Lang

   10.14      Option to Purchase  Businesses  between  Registrant  and
              International Commerce and Finance, Inc.

   10.15      Stock Purchase  Agreement between  Registrant and Patina
              Corporation

   10.16      Stock  Purchase  Agreement  with Rhode  Island Truck and
              Equipment Corp.

   99.3       United States Patent # Pending on Pants with Back Brace

                                      E-3
<PAGE>
                         JD AMERICAN WORKWEAR, INC.
                                BALANCE SHEET

                                                                February 29,2000
                                                                ----------------
ASSETS
Current Assets:
  Cash and cash equivalents                                         $    11,523
  Accounts receivable, net of allowances 73,371                          65,478
  Inventories                                                           680,670
  Prepaid expenses, current portion                                     148,019
  Loans receivable, employees                                            74,480
                                                                    -----------
      Total current assets                                              980,170

Property and equipment, net                                             205,382
Intangible assets, net                                                   52,360
Prepaid expenses, long-term                                               4,779
Other assets                                                                 --
                                                                    -----------
                                                                    $ 1,242,691
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of long-term debt                                 $   254,372
  Accounts payable and accrued expenses                                 333,201
  Accrued interest on notes payable                                     277,529
  Short term notes                                                      127,435
                                                                    -----------
      Total current liabilities                                         992,537
                                                                    -----------
Long-term debt, net of current portion                                  135,960
                                                                    -----------

Commitments and contingencies

Stockholders' equity:
  Preferred stock;  authorized 1,000,000 shares;
    Series A, $.001 par value, 154 shares issued and
    Outstanding liquidating preference $385,000                              --
    Series B, $.001 par value, 2,500 shares issued and
    outstanding(liquidating preference $2,500,000)                            3
  Common stock, $.002 par value; authorized 7,500,000 shares;
    Issued and outstanding, 2,605,427 shares                              5,211
  Additional paid-in-capital                                          5,842,431
  Detachable warrant                                                  3,196,000
  Unearned warrants                                                    (150,000)
  Accumulated deficit                                                (8,779,451)
                                                                    -----------
      Total stockholders' equity                                        114,194
                                                                    -----------
                                                                    $ 1,242,691
                                                                    ===========

                                       F-1
<PAGE>
                         JD AMERICAN WORKWEAR, INC.
                          STATEMENTS OF OPERATIONS



                                                            Years Ended
                                                    ----------------------------
                                                    February 29,    February 28,
                                                        2000            1999
                                                    -----------     -----------

Net sales                                           $   103,567     $ 1,226,143

Cost of goods sold                                       84,899         928,826
                                                    -----------     -----------

    Gross profit                                         18,668         297,317

Inventory Impairment                                    711,289
Selling, general and administrative expenses          1,337,244       1,924,172
                                                    -----------     -----------

    Loss from operations                             (2,048,533)     (1,626,855)

Gain on sale of fixed assets                              2,244              --
Other Income                                             24,848
Interest income                                             596          23,001
Interest (expense)                                     (394,943)        (88,911)
                                                    -----------     -----------

    Net loss                                        $(2,397,120)    $(1,692,765)
                                                    ===========     ===========

Weighted average net loss per common share          $     (0.97)    $     (0.82)
                                                    ===========     ===========

Weighted average common shares outstanding            2,460,700       2,069,152
                                                    ===========     ===========

The accompanying notes are an integral part of the financial statements.

                                       F-2
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                            STATEMENTS OF CASH FLOWS

                                                             Years Ended
                                                     ---------------------------
                                                     February 29,   February 28,
                                                         2000           1999
                                                     -----------    -----------

Cash flows from operating activities:
  Net loss                                           $(2,397,120)   $(1,885,765)
  Adjustments to reconcile net income to net cash
   provided (used) by operating activities:
   Depreciation and amortization                          72,700         54,542
   Securities issued for services                        203,775        194,500
   Securities issued for interest                        152,084        193,000
  Changes in operating assets and liabilities :
   Accounts receivable                                   685,919       (547,712)
   Inventories                                           586,958       (209,844)
   Prepaid expenses and other assets                     133,602         84,143
   Accounts payable and accrued expenses                 395,464         49,657
                                                     -----------    -----------
Net cash used by operating activities                   (266,618)    (2,067,479)
                                                     -----------    -----------
Cash flows from investing activities:
  Capital expenditures                                        --       (109,334)
                                                     -----------    -----------
Cash flows from financing activities:
  Exercise of stock options                               85,500        133,250
  Proceeds from notes and long-term debt                      --        106,530
  Proceeds from sales of preferred stock and
   detachable warrant                                         --      2,500,000
  Issuance costs for preferred stock                          --       (166,442)
  Principal payments on notes, long-term debt
   and short-term loans                                   18,169       (238,985)
                                                     -----------    -----------
Net cash provided by financing activities                103,669      2,334,353
                                                     -----------    -----------
Increase (decrease) in cash and cash equivalents        (162,949)       157,540
Cash and cash equivalents, beginning of year             174,472         16,932
                                                     -----------    -----------
Cash and cash equivalents, end of year               $    11,523    $   174,472
                                                     ===========    ===========
Supplemental cash flow disclosures:
  Interest paid                                      $   361,703    $    71,787
                                                     ===========    ===========

Non-cash  investing and financing  activities:  During the fiscal year
ended February 29, 2000:

(1)  Equity  securities  totaling $357,584 were issued in satisfaction
     of notes payable and accrued interest.

During the fiscal year ended February 28, 1999:

(1)  Land and  building of  $125,000  was  financed  by mortgage  note
     payable provided by the seller.

(2)  Equity  securities  totaling $534,761 were issued in satisfaction
     of notes payable and accrued interest.

The accompanying notes are an integral part of the financial statements.

                                       F-3
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                     Common stock        Preferred stock
                                   $.002 Par Value       $.001 Par Value  Additional
                              -------------------------  ---------------   Paid-in    Detachable  Accumulated
                                 Shares        Amount     Shares  Amount   Capital     Warrant      Deficit       Total
                              -----------   -----------   ------  ------  ----------  ----------  -----------  -----------
<S>                             <C>         <C>              <C>    <C>   <C>         <C>          <C>         <C>
Balance, February 28, 1998      1,984,899   $     3,970     313    $ 0    $5,046,637  $        0   (4,496,566) $   554,041

Issuance of preferred stock
 and detachable warrant                --            --   2,500      3      (696,003)  3,196,000           --    2,500,000
Issuance costs of preferred
 stock                                 --            --      --      -      (166,442)         --           --     (166,442)
Shares issued to retire
 11% notes                         97,909           196      --      -       376,744          --           --      376,940
Preferred stock conversion         19,121            38     (14)     -           (38)         --           --           --
shares issued to retire
 10% notes                         55,312           110      --      -       157,711          --           --      157,821
Common shares issued for
 services                          50,000           100      --      -       162,400          --           --      162,500
Options issued for services            --            --      --      -        32,000          --           --       32,000
Exercise of stock options          41,000            82      --      -       133,168          --           --      133,250
Net loss                               --            --      --      -            --          --   (1,692,765)  (1,692,765)
                              -----------   -----------   -----    ---    ----------  ----------  -----------  -----------

Balance, February 28, 1999      2,248,241   $     4,496   2,799    $ 3    $5,046,177  $3,196,000  $(6,189,331) $ 2,057,345
                              -----------   -----------   -----    ---    ----------  ----------  -----------  -----------

As previously reported,
 adjusted                        (193,000)     (193,000)
Shares issued to retire
 11% notes                          3,788             8      --      -        14,576          --           --       14,584
Common shares issued for
 services                          87,500           175      --      -       198,600          --           --      198,775
Preferred shares issued for
 Interest payment                      --            --     343      -       343,000          --           --      343,000
Common shares issued for
 Dividend on converted Series
 A Preferred                       54,898           110      --      -            --          --           --          110
Stock options issued                   --            --      --      -         5,000          --           --        5,000
Exercise of stock options          65,000           130      --      -        85,370          --           --       85,500
Preferred stock conversion        146,000           292    (146)     -          (292)         --           --            0
Net loss                      $(2,397,120)   (2,397,120)
                              -----------   -----------   -----    ---    ----------  ----------  -----------  -----------
Balance, February 29, 2000      2,605,427   $     5,211   2,996    $ 3    $5,692,431  $3,196,000  $(8,779,451) $   114,194
                              ===========   ===========   =====    ===    ==========  ==========  ===========  ===========
</TABLE>

The accompanying notes are an integral part of the financial statements

                                       F-5
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
                     February 29, 2000 and February 28, 1999

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

THE COMPANY

JD American Workwear,  Inc. (the "Company") was incorporated in May of 1991. The
Company designs, markets and distributes commercial and industrial workwear.

Substantial losses have been incurred since inception.  The Company is modifying
its  approach to  marketing  to stem the flow of losses and reduce  overhead and
handling  costs.  The  Company has begun an orderly  liquidation  of all current
inventory  and  has  begun   negotiations   to  license  its  patents  to  major
manufacturers  and/or  distributors.  Future revenue from this change could come
from royalties  received for these licensing  rights and from direct sales using
the Internet site that has been developed.  The manufacturers  would produce all
products and act as fulfillment  houses to deliver the product  orders  received
from the Internet site.  The Company  expects to generate  between  $800,000 and
$1,000,000  from the  distribution  of its  current  inventory  over the next 18
months starting in September 2000, and up to $500,000 from the initial  payments
for  licensing  rights.  The  Internet  site may well  provide the Company  with
$500,000  in  revenue  during  fiscal  2001.  There  can  be no  assurance  that
sufficient cash can be generated from operations or financing activities or that
the Company will be able to operate  profitably in the future.  The Company will
seek  additional  financing  when,  and if,  required  although  there can be no
assurance that such  financing  will be available or on terms  acceptable to the
Company.

DETERMINATION REQUESTED FROM THE SECURITIES AND EXCHANGE COMMISSION

The  presentation  of  the  financial   statements  is  unaudited   pending  the
determination of certain  accounting  treatment to comply with GAAP. These items
include the rate of charges to earnings for the warrants issued in the financing
arrangements in 1998 with Union Labor Life Insurance Company and the discount to
be amortized  for the  difference  between the  conversion  price and the market
price on the day the Series A Preferred Stock was issued. The Company is seeking
to reduce the charges that would be required  for these  items.  No charges were
taken in the years of issuance and may require  prior year  adjustments  back to
fiscal  1998.  The  Company  expects  to have  an  amendment  to  this  document
immediately  following the receipt of the  determination,  in writing,  from the
SEC.

The auditing  firm,  Bederson and Company LLP has reserved the right to withhold
their opinion on the fairness and accuracy of the  presentation of the financial
information  until  they have  received  the  determination  letter.  No dispute
between Bederson and Company LLP and the Company exists.

The Company does not expect any substantive  changes to the operating  statement
except for the changes required by the determination letter.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amount  of  assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

                                       F-6
<PAGE>
CASH AND CASH EQUIVALENTS

The Company  considers all highly liquid  investments  with  maturities of three
months or less, when acquired, to be cash equivalents.

INVENTORY

Inventories  are  valued  at the lower of cost or  market  using  the  first-in,
first-out method. The inventory has been impaired by $711,289 to more accurately
reflect  the values that may be attained  in the  liquidation  of product.  This
impairment is directly related to the reduced levels of sales and the conversion
to a new strategy for marketing.

DEPRECIATION AND AMORTIZATION

Property and equipment are stated at cost. The Company computes depreciation and
amortization  expense  on a  straight-line  basis over the  following  estimated
useful lives of the assets:

Asset Classification                                     Estimated Useful Lives
--------------------                                     ----------------------
Building                                                         39 years
Furniture and fixtures                                        5 - 7 years
Machinery and equipment                                       5 - 7 years
Office equipment                                              5 - 7 years
Trucks and autos                                                  5 years

INTANGIBLE ASSETS

Organization  costs are stated at cost and are being  amortized  over 60 months.
Loan  origination fees are stated at cost and are amortized over the life of the
loan. Patent costs are stated at cost and are being amortized over the estimated
useful life of the patent.

REVENUE RECOGNITION

The  Company  recognizes  revenue  when  the  product  is  shipped,  except  for
consignment  sales which are carried as consignment  inventory until the receipt
of payment or sell-through is acknowledged by the consignee.

The Company has a return that depends solely on the type of sale transacted. For
retail sales to the end user we allow returns for 10 days after the sale.  Sales
are  booked at the time  shipment  is made and an  adjustment  is made for a 10%
allowance  against the  shipments of the last ten business days of each quarter.
For  wholesale  sales,  returns  are  allowed  only  with  the  pre-approval  of
management,  and only within the period that the invoice is current. These sales
are booked when  shipment is made and an  adjustment  is made at the end of each
quarter  reflecting a percentage of the current  shipments x returns of the last
twelve months/last twelve months shipments.

Damaged or defective goods may be returned at any time for customer satisfaction
purposes.

This policy is effective starting in March 2000.

OTHER MANUFACTURING EXPENSES

As a result of the  agreement to engage union  sewing shops to  manufacture  the
Company's  products,  during the  fourth  quarter of fiscal  1998,  the  Company
entered into new manufacturing  arrangements with two union sewing  contractors.
During fiscal 1999, one of these contractors closed their sewing facility, which
resulted in a further shift of production to a third sewing plant. These changes
in manufacturing  contractors  required  training in the patented  technological
process of manufacturing  these products.  In addition management of the Company
was required  supervise all aspects of the  manufacturing  process  during these
transitions  in order to insure  quality  and  yields.  During  fiscal  1999 the
Company incurred  approximately  $75,000 in  non-recurring  costs in conjunction
with these production changes,  such costs are included in selling,  general and
administrative expenses. No additional expenses were incurred in fiscal 2000.

                                       F-7
<PAGE>
ADVERTISING COSTS

Advertising  costs are  expensed as incurred  and totaled  $52,490 and  $172,761
during the years ended February 29, 2000 and February 28, 1999, respectively.

STOCK-BASED COMPENSATION

The Company has adopted Financial  Accounting Standards No. 123, "Accounting for
Stock-Based  Compensation" ("SFAS No. 123") which establishes a fair-value-based
method of accounting for stock-based compensation plans.

BASIC AND DILUTED LOSS PER SHARE

Net loss per share is  computed  by dividing  net loss by the  weighted  average
number of shares of common stock  outstanding for each fiscal year. Common stock
equivalents are not considered in loss years because they are anti-dilutive.

2. INVENTORIES

Inventories consist of the following:

       Raw materials                               $ 52,235
       Work-in-process                                   --
       Need to fix Finished goods                   628,434
                                                   --------
                                                   $680,670
                                                   ========

3. PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

Property and equipment, at cost, consists of the following:

       Land and building                           $225,957
       Furniture and fixtures                        25,182
       Machinery and equipment                       84,039
       Office equipment                              23,996
       Trucks and autos                              64,720
                                                   --------
                                                    423,894
       Less accumulated depreciation                218,512
                                                   --------
                                                   $205,382
                                                   ========

Depreciation expense for the years ended February 29, 2000 and February 28, 1999
was $63,080 and $21,481, respectively.

Intangible assets, at cost, consists of the following:

       Patents                                     $ 70,970
       Offering costs                               189,563
       Loan origination fees                         39,075
       Organization costs                            10,500
                                                   --------
                                                    310,108
       Less accumulated amortization                257,748
                                                   --------
                                                   $ 52,360
                                                   ========

                                       F-8
<PAGE>
Amortization expense for the years ended February 29, 2000 and February 28, 1999
was $8,981 and $15,106, respectively.

4. NOTES PAYABLE AND LONG-TERM DEBT

The Company's  notes payable and long-term debt as of February 29, 2000 consists
of the following:


10.5% mortgage note payable,  collateralized by the land and
building,  due in  monthly  installments  of $2,687  through
December,  2001  with a  final  payment  of  $57,934  due in
January, 2002.                                                         $108,150

10% note  payable  to the  parents of the  President  of the
Company,  payable in monthly  installments of $5,494.  Final
payment due September, 2002.                                            140,747

11%  convertible  subordinated  notes due to investors.  The
notes  matured  on  September   30,  1998.   The  notes  are
subordinate in right of payment to all  indebtedness  of the
Company  outstanding as of August 15, 1995 or to be incurred
in the future.  In conjunction with these notes, the Company
issued warrants to purchase  112,500 shares of the Company's
common  stock at a price of $2.00 per  share.  The  warrants
expire on  September  30,  2000.  The value  assigned to the
warrants,  amounting to $112,500 is being accounted for as a
debt discount and is being amortized over the period of time
the notes are  outstanding.  The  effective  interest  rate,
including amortization of the discount is approximately 17%.
These notes,  including  accrued interest are convertible at
the option of the  holder,  into  common  stock at $3.85 per
share,  subject to adjustment  as defined in the  agreement.
During the year ended  February  29,  2000,  notes  totaling
$12,500,  plus accrued interest,  were converted into common
stock.                                                                   75,000

10% note due to an  investor.  The note was due on  December
31, 1997. The note is  collateralized  by a mortgage on real
estate owned by the President of the Company.                            40,000

Short-term  stockholder  notes  are  typically  non-interest
bearing  and  range in  duration  from one week to one year.
Interest will be imputed on these loan amounts to accurately
reflect all costs to operate the Company.                               149,031

Capitalized lease on equipment                                            4,839
                                                                       --------
Total                                                                  $517,767
Less current portion                                                    381,807
                                                                       --------

NET LONG-TERM DEBT                                                     $135,960
                                                                       ========

                                       F-9
<PAGE>
SEE NOTE 7 WITH RESPECT TO THE CONVERSION OF DEBT

The scheduled repayment of debt at February 29, 2000 is as follows:

      Year ending February 29,                  Amount
      ------------------------                  ------

                2001                          $ 381,807
                2002                            135,960
                                              ---------
                                              $ 517,767
                                              =========

5. RELATED PARTY TRANSACTIONS:

As  stated  in Note 4, the  Company  has  borrowing  transactions  with  related
parties.  Certain of these related party  obligations  are not formalized by any
written agreements and are non-interest bearing. Accordingly, for the year ended
February  29,  2000  imputed  interest  at 7% has been  applied in the amount of
$5,900.  The Company has adopted a policy of imputing interest at 7% in the 2000
fiscal year and did not impute interest in any prior year.

One of the Company's stockholders,  who is also a director of the Company, and a
principal  stockholder in a corporation that has provided consulting services to
the Company,  entered into an agreement whereby his corporation has the right to
bid on future  overseas  production  of the  Company.  This  agreement  does not
contain any minimum  payments.  Under another  consulting  arrangement  with the
Director,  he received  approximately  no fees in 2000,  $12,500 during 1999 and
$28,300 during 1998 in consulting fees for marketing  assistance provided to the
Company.  See Note 6 with regards to a consulting  agreement between the Company
and the aforementioned Director of the Company.

6. COMMITMENTS AND CONTINGENCIES:

EMPLOYMENT AGREEMENT

The Company has an employment  agreement  with two key  employee.  The President
began  fiscal  2000 with a salary of  $145,000  which was raised to  $150,000 on
January 1, 2000.  On January the Chief  Financial  Officer  signed an employment
contract  stipulating to $150,000 salary. Both current agreement also contains a
bonus  stipulation  based upon a percentage of the Company's  pre-tax income (as
defined) in accordance with a sliding scale schedule contained in the agreement.

                                      F-10
<PAGE>
CONSULTING

During fiscal year 2000 the consulting  agreement  with First Dunbar  Securities
was cancelled resulting in the return of 192,000 warrants previously issued. The
termination  was  caused  by  the  lack  of  performance  of the  two  principal
recipients of the warrants Mr. Frank  Spellman for First Dunbar and Mr.  William
Durkin.  The Company is  consulting  with  counsel for the  cancellation  of the
warrants,  issued in conjunction with agreement  below,  belonging to Mr. Durkin
for conduct detrimental to the Company.

In connection with their agreement to provide financial  consulting  services to
the Company  for a three (3) year period  commencing  August  1996,  the Company
issued on August 6, 1996 to each of Messrs.  Joseph Lussier and William  Durkin,
warrants to purchase  232,824 shares of Common Stock expiring August 7, 2003, or
a total of 465,648  shares.  The warrants  are divided  into two  classes,  time
warrants  which contain  vesting  provisions  based solely on the  expiration of
time, and performance  warrants,  containing  vesting  provisions based upon the
price of the Company's Common Stock during various periods.  Messrs.  Durkin and
Lussier received 136,200 time warrants and 96,624 performance  warrants each. As
of the date of this report, all of the performance warrants have expired. At the
date  hereof,  an  aggregate  of 217,920  (or  108,960  per  holder) of the time
warrants have vested and are exercisable.  The exercise price of the warrants is
$2.85 per share, subject to adjustment under certain circumstances.  Mr. Lussier
is affiliated  with Merit  Capital  Associates,  Inc.,  the  underwriter  of the
Company's  Public  Offering.  As  permitted  by  generally  accepted  accounting
principles,  the warrants were valued at the estimated  value of the services to
be performed.  The value assigned to the warrants was amortized over the term of
the consulting  agreements,  resulting in amortization expense of $0 and $92,000
for the fiscal years ended February 28, 1999 and 1998, respectively.

In 1997,  the Company  entered  into a  consulting  agreement  which  expired in
August, 1999. The agreement provides for commissions to be paid at a rate of 10%
(ten  percent)  of paid  invoices;  in cash or in  common  stock,  not to exceed
300,000 shares, at the option of the consultant.  Commission expense relating to
this  consulting  agreement  totaled less that $1,000 in each of the years ended
February 29, 2000 and February 28, 1999.

CASH IN BANK

The Company  maintains bank  accounts,  which at times contain  balances,  which
exceed the amounts insured by the FDIC.

7. CAPITALIZATION

AUTHORIZED NUMBER OF SHARES OF COMMON STOCK

On April 15, 1998, the  shareholders of the Company approved an amendment to the
Company's  Certificate of Incorporation  that increased the number of authorized
shares of Common Stock of the Company from 4,500,000 shares to 7,500,000 shares.

PUBLIC OFFERING OF SECURITIES

In February  1996,  the Company  completed a first closing of its initial public
offering of units (as defined  below) whereby the Company sold 250,000 units for
net proceeds,  after offering  costs,  of  approximately  $1,562,500.  Each unit
consists of one share of common  stock and one  redeemable  Class A common stock
purchase warrant. The Class A warrants, which expire in January 2001, enable the
holder to purchase a unit for $7.00,  subject to adjustments,  consisting of one
share of common stock and one redeemable  Class B warrant.  Each Class B warrant
will enable the holder to purchase one share of common stock for $8.00,  subject
to adjustment. The Class B warrants also expire in January 2001.

In April 1996, the Company had a second  closing of its initial public  offering
of units whereby the Company sold an  additional  77,768 units for net proceeds,
after offering costs, of approximately $486,500.

                                      F-11
<PAGE>
In 1996, the underwriter of the public  offering,  pursuant to the  underwriting
agreement,  received  options to purchase 32,768 units at a price of $8.4375 per
unit. The options become exercisable in January 1998 and expire in January 2001.

The value of each of the issuances  above was $6.25 based upon the fair value of
the common  stock on the opening of trading for the commons  hares  including in
these  offerings.  No  accounting  charges  were taken for any of the options or
warrants as all were above the fair market value at its most measurable date.

In conjunction with the offering, the holders of certain notes payable exercised
their right of conversion  and converted  approximately  $1,134,000 of notes and
accrued interest thereon into 349,225 shares of common stock.

SERIES A 10% MANDATORILY CONVERTIBLE PREFERRED STOCK

The Company sold 313 shares of Series A 10%  Mandatorily  Convertible  Preferred
Stock  through a Private  Placement  dated August 26, 1997, at a price of $2,500
per Preferred Share.  Dividends,  when and if declared, are payable at a rate of
10%  annually,  payable  in kind at the  option  of the  Company.  The  Series A
Preferred Stock was convertible, at the option of the holder, into shares of the
Company's  Common Stock at an initial  conversion  rate equal to 1,000 shares of
Common  Stock  for  each  share of  Series A  Preferred  Stock  (representing  a
conversion  price of $2.50 per share of Common Stock);  however,  as a result of
the  subsequent  issuance  of Series B Preferred  Stock,  the Series A Preferred
Stock is  convertible at the rate of 1,289 shares of Common Stock for each share
of Series A Preferred Stock  (representing a conversion price of $1.94 per share
of Common Stock),  subject to adjustment.  The shares convert automatically upon
the  registration  of the underlying  common stock issuable upon the conversion.
Holders  of Series A  Preferred  Stock  vote on an as  converted  basis with the
common stockholders.

COMMON STOCK OPTIONS

The  Company's  1995 Stock  Option Plan  provides  for the granting of stock and
options to purchase stock up to 750,000 shares of common stock.  Option activity
for the years ended  February 28, 1999 and February  28, 1998 is  summarized  as
follows:

                                                                Weighted-average
                                                   Number of     exercise price
                                                    Shares          per share
                                                    ------          ---------

Options outstanding, February 28, 1998               12,500           $1.50
     Granted                                        300,000            4.50
     Exercised                                      (41,000)           3.25
     Canceled                                            (0)
                                                    -------           -----

Options outstanding, February 28, 1999              271,500            1.50
     Granted                                        105,000            2.03
     Exercised                                      (85,000)           2.95
     Canceled                                            (0)             --
                                                    -------           -----
Options outstanding, February 29, 2000              291,500           $2.13
                                                    =======           =====

                                      F-12
<PAGE>
Options for 291,500  shares are  exercisable at February 29, 2000 at an exercise
price and a weighted average exercise price of $2.13 per share,  with a weighted
average remaining contractual life of 5 years on 231,000 options and one year on
60,500 options.  At February 29, 2000,  there were 217,000 shares  available for
grant under the plan.

In  April  1997,  the  Company  entered  into  a  consulting   agreement  and  a
nonqualified  stock option  agreement with a consulting firm. In accordance with
the  consulting  agreement,  78,000  shares  of  common  stock  were  issued  as
compensation as well as options to purchase an additional 200,000 shares,  which
were  granted  at  exercise  prices of $2.50 per share  with  respect to 100,000
options  and $3.25 per share  with  respect to  100,000  options.  Subsequently,
options to  purchase  50,000  shares at $3.25 were  canceled.  In June 1998,  in
connection with an additional  extension of the term of the consulting agreement
with said consultant and an expansion in scope of the services to be rendered by
said  consultant,  the Company issued options to purchase an additional  300,000
shares of Common Stock at exercise prices ranging from $3.25 to $5.75 per share.
Of these  options,  41,000 shares have been  exercised,  and options to purchase
259,000 shares remain outstanding. The consulting agreement has been extended to
and expires in March, 2001. Consulting expense related to the issuances of stock
and stock options  under the  agreements  totaled  $171,182 and $190,200 for the
fiscal years ended February 28, 1999 and 1998, respectively.

WARRANTS

The Company has issued  warrants to purchase common stock in connection with the
issuance  of  notes  payable,  the  sale  of  units,  and  as  compensation  for
professional service providers. Warrants outstanding at February 28, 2000 are as
follows: Must fix chart per sec letter

                              Number
                          Exercise Price
Warrants to Purchase         of Shares       Per Security      Expiration Date
--------------------         ---------       ------------      ---------------
Common stock and
 Class A warrant             327,768             $7.00        January 3, 2001
Common stock                 112,500             $2.00        September 30, 2000
Common stock                  50,000             $1.50        December 31, 2000
Common stock                  68,550             $2.00        July 31, 2000
Common stock                 382,318             $2.85        August 7, 2003

Additionally,  the  Company  has  reserved  327,768  shares of common  stock for
exercise of the Class B warrants.

SERIES B 12% CUMULATIVE CONVERTIBLE PREFERRED STOCK

On April 9, 1998,  the Company  authorized the issuance and sale of 3,950 shares
of Series B 12% Cumulative  Convertible  Preferred Stock and sold 2,500 of these
shares to an investor. In addition, the Company issued a detached ten-year stock
purchase  warrant to purchase 799,000 shares of the Company's common stock at an
exercise  price of $0.01 per share to the  investor  for an  aggregate  purchase
price of  $2,500,000.  Dividends  may be paid through the issuance of additional
shares of Series B preferred  stock and  warrants to purchase  common  stock.  A
Stockholders  Agreement dated April 9, 1998 (the  "Stockholders  Agreement") was
entered  into  among  the  acquirer  of  the  Series  B  Preferred   Stock  (the
"Acquirer"),  and all officers of the Company and certain other affiliates ("the

                                      F-13
<PAGE>
Holders")  whereby,  the Company shall have a right of first refusal  before any
shares of Common  Stock may be  transferred  by any Holder.  The  Acquirer has a
right of second refusal and co-sale rights, if the Company does not elect to buy
all of the securities it is offered. If the Acquirer enters into an agreement to
transfer,  sell or otherwise dispose of all of its Preferred Stock, Warrants and
any Common Stock issued upon  conversion  or exercise of the former  ("Purchased
Shares") (such agreement referred to as a "Tag-Along Sale"), each Holder has the
right to  participate  in the Tag-Along  Sale.  If the  Acquirer,  alone or with
another person,  accepts an offer from any party who is unaffiliated  with it to
purchase any Purchased  Shares which results in such party having the ability to
elect a majority of the Company's  Board of  Directors,  then, at the request of
the  Acquirer,  each Holder  shall sell all shares of Common  Stock held by such
Holder  (referred to as a "Drag-Along  Sale").  The Series B Preferred  Stock is
convertible,  at the option of the Acquirer, into the number of shares of Common
Stock,  which  results from dividing the  Conversion  Price into $1,000 for each
share of Series B Preferred Stock being converted. The Conversion Price shall be
$5.00, subject to adjustment.

The Series B Preferred  Stock  entitles  the  Acquirer  to receive,  when and as
declared by the Company's Board,  cumulative cash dividends in preference to the
payment of dividends on all other shares of capital stock of the Company. During
the two-year period following issuance of the Series B Preferred Stock (the "PIK
Period")  the  Company  has the  option of  making  payment  of the  semi-annual
dividends  on the  Series  B  Preferred  Stock  either  in  cash  or by  issuing
additional  shares of Series B Preferred Stock ("PIK  Dividends").  In the event
the Company elects to pay dividends in shares of Series B Preferred  Stock,  the
Company is required to issue additional detached ten-year dividend warrants (the
"Dividend  Warrants")  to purchase  54,000 shares of Common Stock at an exercise
price of $.01 per share for each semi-annual  dividend period that PIK Dividends
are  paid.  During  the PIK  Period  the  Company  may not pay or  declare  cash
dividends  on any stock  other than the Series B  Preferred  Stock.  Unless full
dividends on the Series B Preferred Stock for all past dividend  periods and the
then current  period  shall have been paid or declared and a sufficient  sum for
the payment thereof set aside in trust for the Series B Preferred Stock Holders,
no dividend (other than a dividend payable solely in Common Stock) shall be paid
or declared, and no distribution made, on any other shares of stock.

The Company  may, at its own option and at any time after the third  anniversary
of the original  issuance of the Series B Preferred  Stock,  redeem the Series B
Preferred  Stock,  in whole  but not in part.  In such  event,  the  Company  is
obligated to pay holders of the Series B Preferred  Stock the  investment  value
per share,  plus a redemption  premium equal to a 20% internal rate of return on
the  investment  value.  A  mandatory  redemption  of 1,250  shares  of Series B
Preferred Stock is required on each of the first business days of April 2004 and
2005.

Each  holder of Series B  Preferred  Stock is  entitled  to vote on all  Company
matters and is  entitled  to the number of votes equal to the largest  number of
full shares of Common  Stock into which such shares of Series B Preferred  Stock
are convertible. The Series B Preferred Stock holders shall be entitled to elect
one director out of the seven  authorized  directors of the Company's  board and
one director out of the three  directors  comprising the Company's  Compensation
Committee.  If certain events occur or do not occur,  such as the failure to pay
either a PIK Dividend or cash dividend to the Series B Preferred  Stock holders,
the holders of the Series B Preferred Stock shall be entitled,  immediately upon
giving  written  notice,  to elect the smallest  number of  directors  that will
constitute a majority of the authorized number of directors.

The Company and the Acquirer entered into a Registration  Rights Agreement dated
April 9, 1998,  which  requires the Company,  upon  written  request,  to file a
registration  statement  for the  public  resale of the Common  Stock  issued on
conversion of the Series B Preferred  Stock. The Company is required to file and
cause to become  effective a maximum of two registration  statements,  excluding

                                      F-14
<PAGE>
registration  statements  on Form S-3.  The Company  shall not be  obligated  to
affect more than one  registration  and Form S-3 during any six-month period and
shall be  obligated  to file and  cause to  become  effective  no more  than six
registration statements on Form S-3. No registration statement is required to be
filed unless the proposed  public  offering price of the  securities  under such
registration  shall be at  least $5  million  prior  to  deducting  underwriting
discounts and commissions).  The Registration Rights Agreement also provides for
incidental registration.

The proceeds from the sale of 2,500 shares of preferred stock and the detachable
warrants were allocated to additional paid in capital and the detachable warrant
based on their  respective  fair  market  values  as of the date of sale and the
dividend imputed.

8. INCOME TAXES

At February 29, 2000, the Company had no current or deferred tax liability.

At February 29,  2000,  the Company had net  operating  loss  carryforwards  for
federal income tax purposes  amounting to  approximately  $8,800,000 that expire
through 2015.  The Company had deferred tax assets due to the net operating loss
carryovers  and  temporary  differences  amounting to  approximately  $2,397,000
(February 29, 2000) $2,200,000  (February 28, 1999) and $1,500,000 (February 28,
1998),  all of which  have  been  fully  reserved  since the  likelihood  of the
realization of the benefits cannot be established.

The Internal Revenue Code contains  provisions which may limit the net operating
loss carry over  available for use in any given year if  significant  changes in
ownership interest of the Company occur.

9. MAJOR CUSTOMERS AND MAJOR SUPPLIERS

For fiscal 2000, the Company's  largest customers each representing more than 5%
of gross  shipments  accounted  for  approximately  $128,163,  or 56.5%,  of the
Company's  fiscal  2000  gross  shipments.  These  customers,  their  respective
purchases and the % of the Company  shipments  include  Cintas  $15,046 6.6%, JC
Penney $38,172 16.8%,  Mason Shoe Company $14,693 6.5%, Safety Shoe Distributors
$11,065  5%, and  Unifirst  Corporation  $49,187  21.7%.  For fiscal  1999,  the
Company's  customers who exceeded 5% of sales were JC Penney 23%,  UniFirst 13%,
RI Truck and  Equipment  Co. 11% and New England  Seed Co.  11%.  The Company is
presenting  this  information on shipments as opposed to sales because the sales
were impacted by $179,000 in returns from prior years so as to make  percentages
meaningless.

For fiscal 2000, the Company purchased negligible amounts of product so that the
presentation of suppliers is of no tangible worth for the reader.

10. PRIOR QUARTER ADJUSTMENTS

The third  quarter Form 10-QSB did not properly  reflect the returns of $179,000
and there associated gross profit reduction of approximately $146,500. The sales
for the fourth quarter of fiscal 2000 were $64,000 with gross profit of $15,400.
Interest  expense was  increased by $332,873 in the fourth  quarter for interest
that was earned May 31, 2000 of $161,589  and  November 30, 2000 of $171,284 and
not  recorded.  in  the  respective  quarters.  The  third  quarter  comparative
information was actually the fiscal 1998, second quarter and the Form 10-QSB has
not been amended.

11. PRIOR YEAR ADJUSTMENTS

The Company  identified  in the fourth  quarter of fiscal 2000 an  adjustment of
$193,000 in  interest  payable  that had not been  accrued in fiscal  1999.  The
interest  was  directly  attributable  to the  interest  due ULLICO on Preferred
Series B stock owned by them.  Additional prior year adjustments are expected as
a direct result of the determination letter requested from the SEC.

                                      F-15
<PAGE>
12. SUBSEQUENT EVENTS

PATINA CORP. ACQUISITION

On June 12, 2000 the Company  completed the acquisition of 100% of Patina Corp.,
which includes assets of its subsidiary  International Machine and Welding, Inc.
Patina Corp. is a holding corporation that acquires going concerns and/or assets
of various businesses.  Patina Corp. was formed in April 1999 for such functions
and  immediately   undertook  to  find  acquisitions  and  purchased  its  first
subsidiaries  in August  1999.  Patina Corp.  immediately  began to seek funding
using various  assets of its  demolition,  construction  and asbestos  abatement
subsidiaries.   Funding  was  not  secured   for  the  various   contracts   and
opportunities that arose between inception and May 31, 2000. On May 31, 2000 all
agreements  related to the  subsidiaries  ceased and the assets were returned to
their  respective  owners.  While Patina  Corp.  or JD American  Workwear,  Inc.
through its construction  management  division  anticipates  doing business with
these associates the original contract and the assets that were described in the
anticipated transaction announced in August 1999 are no longer under the control
of Patina Corp.

However,   the  assets  acquired  on  June  1,  2000  in  an  agreement  between
International  Commerce and Finance,  Inc. and Patina Corp. allows the terms and
conditions of the amended contract with Patina Corp. to close.

These  assets  include  a  28,000  square  foot  machine  shop  and 38  acres of
commercially  zoned land in Bartow,  Florida and all the tools and  machinery to
make this facility the largest machine shop South of Jacksonville,  Florida. The
operation  also  includes  a heavy  equipment  and parts  sales  operation.  The
combined  entities  expect a minimum  of $3 million in revenue in its first full
fiscal year.  Certain management of the former business located at this site are
employees  of the  Company  and are well  known in the  area.  These  management
personnel  have  been  responsible  for  sales  well in  excess  of the  Company
projections,  each year, over the last thirty years. It is anticipated that this
subsidiary  will  provide  $500,000 in net  operating  profits in its first full
fiscal year.

The contract  terms require up to  $6,250,000 of assets to be included  based on
the appraised value of the equipment, machinery, land buildings, receivables and
other assets and $3,000,000 in sales contracts or commitments to be included.

Patina  Corp.  awaits  the  signing  of a  $3,000,000  contract  to  repair  and
rehabilitate  a structure for the New York State  Department of  Transportation.
The award letter has been received and all the requirements  have been fulfilled
and have been returned to the agency.  It is  anticipated  that the project will
begin in July  2000.  This  contract,  when  signed,  will be  managed by the JD
American construction management division.  Simultaneous with the receipt of the
contract an additional $1 million  dollars in heavy  equipment  will be added to
the asset base.

The  acquisition is being funded with 11,300 shares of a newly created 6% Series
B  Convertible  Preferred  Stock  with a  stated  value  $1,000  per  share  and
conversion rights into common stock at $1.00 per share when available.  1,500 of
these shares are issued and outstanding but held in escrow for use in paying the
earn-up provisions  expected to be included in the employment  agreements of the
management of the subsidiary.  Additionally, the Preferred Shares pay a dividend
of 6% per annum  payable in cash or in kind  semi-annually.  These  shares  have
voting rights equaling 3,562,500 shares.

                                      F-16
<PAGE>
INTERNATIONAL COMMERCE AND FINANCE, INC.

On June 1,  2000 the  Company  signed  an option  agreement  with  International
Commerce and Finance, Inc. to have the right of first refusal to acquire any and
all projects that are currently under contract or may be conceived,  acquired or
partnered for two years for the sum of 25,000 restricted common shares.

International  Commerce and Finance,  Inc. currently has the management contract
and an  option to  purchase  a going  concern  with a one stop  solution  to the
banking  industries  needs and desire to integrate  their branch  banking system
with personal  computer  networks  relieving  themselves of expensive  hardware,
programming  and a  technical  staff to run the  infrastructure.  The  solutions
company has been successful in maintaining an average of $5,000,000 in sales for
the last several  years.  The solutions  company  anticipates  growth from newly
signed  contracts  to produce up to an  additional  $3,000,000  in revenue  this
fiscal year with profit margins of 10% or greater.  Additional  contracts are in
the final negotiation stage.

RHODE ISLAND TRUCK AND EQUIPMENT CORP.

The Company completed the acquisition of Rhode Island Truck and Equipment, Corp.
on June 10, 2000. The Stock Purchase  Agreement  requires JD American  Workwear,
Inc. to pay one share of  restricted  common  stock for each dollar of appraised
value of the assets.

Rhode Island Truck and Equipment,  Corp. provides sales of commercial trucks and
construction  related  equipment and tools.  Additionally  they provide hauling,
paving and commercial and demolition recycling.  With an additional bonding line
substantial  growth for its operations are expected.  Total annual  revenues are
expected to be $1,000,000 from the construction  services sector and $200,000 in
construction  equipment.  Net pre tax profit is expected to be in the 10% to 20%
range.

Founded  in 1995 the  operations  reached  sales of in excess of  $500,000  with
limited or no funding with profits of between 5% and 25% through their operating
history.

                                      F-17