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 28, 1998

                                      OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NOT FEE REQUIRED]
      For the transition period form ____________ to ____________

                        Commission file No. 33-98682

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

               Delaware                              05-046010
   (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: $ 482,880

      The aggregate market value of the voting and non-voting common equity 
of the registrant held by non-affiliates of the registrant at May 19, 1998 
was approximately $5,164,767 based upon the closing sale price of $4.50 for 
the Registrant's Common Stock, $.002 par value, as reported by the National 
Association of Securities Dealers OTC Bulletin Board on May 19, 1998.

      As of May 15, 1998 the registrant had 1,984,899 shares of Common 
Stock, $.002 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:   None


                         JD AMERICAN WORKWEAR, INC.

                        Annual Report on Form 10-KSB
                 For the Fiscal Year Ended February 28, 1998

                              TABLE OF CONTENTS

                                                                      Page
                                                                      ----

                                   PART I
Item 1.  Business                                                       3
Item 2.  Properties                                                    16
Item 3.  Legal Proceedings                                             16
Item 4.  Submission of Matters to Vote of Securities Holders           16

                                   PART II
Item 5.  Market for the Registrant's Common Stock and
         Related Security Holder Matters                               17
Item 6.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                           18
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                                               23
Item 10. Executive Compensation                                        25
Item 11. Security Ownership of Certain Beneficial Owners and 
         Management                                                    28
Item 12. Certain Relationships and Related Transactions                31

                                   PART IV
Item 13. Exhibit List and Reports on Form 8-K                          33


                                   PART I

ITEM 1.      BUSINESS.

Recent Developments

      Private Placement of Series A Preferred Stock.  In December, 1997, the 
Company completed a private placement of $782,500 of Series A 10% 
Manditorily Convertible Preferred Stock.  The Series A Preferred Stock is 
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), subject to adjustment.  A 
significant portion of the proceeds of this offering were used to increase 
production of finished goods inventory, repay principal and accrued interest 
on outstanding short term borrowings, fund marketing and sales programs, 
settle overdue accounts payable and accrued liabilities, and for working 
capital.  

      The Series A Preferred Stock entitles the holders thereof 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; however 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 A Preferred Stock.  Each holder of 
Series A 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 A Preferred Stock are 
convertible.  

      The Company has agreed to file a registration statement, no later than 
July 15, 1998, to register the public resale of the Common Stock issued on 
conversion of the Series A Preferred Stock.   At the time this registration 
statement is declared effective by the SEC, the Series A Preferred Stock 
will automatically convert into Common Stock.   The Company has agreed to 
maintain the effectiveness of this registration statement until March 15, 
1999.  

      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 will 
use 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 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 effect 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 works "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 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  a complete 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.  The Company was recently awarded a second patent  with 
respect to certain unique functional characteristics of its Safety Uniform 
Pants.  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, and (iii) offer a complete line of industrial workwear to 
complement its proprietary core products.    

      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 pursue customers with large manufacturing and 
construction bases of employees and safety requirements. The Company's sales 
and marketing efforts are focused primarily towards safety directors and 
loss control and ergonomics specialists of industrial and commercial 
businesses.  Management believes that such sales and marketing efforts will 
encourage the purchase and use of the Company's products by such businesses.  

      Offer a complete line of industrial 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 a 
complete line of industrial workwear.

Products and Features

      The Company offers three types of products: JD Safety Work Jeans,  JD 
Safety Uniform Pants and Private Label Conventional Workwear.  For the 
fiscal year ended February 28, 1998, sales of the JD Safety Work Jeans 
accounted for approximately 55% of revenues while sales of JD Safety Uniform 
Pants accounted for approximately 24%. For the fiscal year ended February 
28, 1997, sales of the JD Safety Work Jeans accounted for approximately 62% 
of revenues while sales of JD Safety Uniform Pants accounted for 
approximately 31%.  Sales of private label workwear and footwear represented 
approximately 17% of the Company's revenues during the year ended February 
28, 1998, and approximately 7% during the fiscal year ended February 28, 
1997. 

      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 $39 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 of 
protection with much greater ease of movement than found in conventional 
(external) knee pads.  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.  Certain functional properties of JD 
Safety Work Jeans are protected by a patent issued in 1991.  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.      

      Private Label Conventional Workwear.  In addition to its proprietary 
work jeans and uniform pants described above, the Company also offers a 
complete line of conventional workwear including plain uniform style pants, 
utility shorts, jeans, industrial shirts, footwear, sportswear, activewear 
and related products.   These products are all quality products obtained 
from leading vendors and are manufactured to the Company's specifications, 
but do not incorporate any of the proprietary features of the JD Safety Work 
Jeans or JD Safety Uniform Pants. 

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 has established manufacturing relationships with Fine Vines, Inc. 
("Fine Vines") and East Texas Sportswear, Inc ("East Texas Sportswear").  
The Company also continues to use Reed to produce certain products. 

      The Company's manufacturing arrangements with Fine Vines and East 
Texas Sportswear provide more operational flexibility than that offered by 
other manufacturers used by the Company in the past.  Although the Company 
has incurred additional start up costs and surcharges and slightly higher 
initial unit costs in entering into these manufacturing arrangements, these 
arrangements will enable the Company to order smaller and more consistent 
production runs in a given pant size, which will increase manufacturing 
efficiencies and decreasing the Company's unit costs over time.  

      The Company believes that its supply arrangements with a limited 
number of manufacturers provides consistency and quality of its 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.

      Conventional Workwear.  The Company has agreements with several 
suppliers for its conventional uniform workwear, including Reed, Fine Vines 
and East Texas Sportwear.  The Company's conventional workwear products are 
manufactured to strict Company specifications.   Management of the Company 
believes that there are adequate alternative sources of these products 
should the Company be unable to obtain these products from any one source. 

      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 and independent sales representatives.  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.

      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, 1997, 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. In February, 1997, the 
Company's JD Safety Work Jeans were featured in a direct mail marketing 
syndication with several major gasoline credit card companies.  For the 
fiscal years ended February 28, 1998 and 1997, direct marketing sales 
accounted for approximately 75% and 20%, respectively, of the Company's 
total revenues.

      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. 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 current issues of 
JC Penney Catalog, JC Penney Workwear Catalog, Sears Workwear Catalog, 
Modern Farm, Wear Guard, The Sportsmans' Guide, Delta Safety Products, Ergo 
Shop, and Masterman's. Approximately twenty million copies of the JC Penney 
Catalog displaying JD SafetyWork Jeans will be mailed semi-annually 
commencing in June 1998.  Sales to catalog merchants accounted for 
approximately 8% of revenues for the fiscal year ended February 28, 1998 and 
approximately 42% for fiscal 1997.  

      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 17% 
of revenues for the fiscal year ended February 28, 1998 versus 38% of total 
revenues for the fiscal year ended February 28, 1997.

      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.

Independent Sales Representatives and Sales Arrangements

      Since January 1993, the Company has been building a team of 
independent sales representatives, regional sales directors, and sales 
agents. The Company has established a representative network based 
principally upon industry grouping of the account types which the 
representative may solicit.  While certain agreements also restrict the 
territory in which a representative can solicit designated accounts, most 
agreements simply limit the type of accounts which may be solicited.  Other 
accounts cannot be solicited without the prior approval of the Company.   
For instance, one sales representative covers building supply distributors, 
while another representative covers discount chains and retail clothing 
stores.  All representatives receive a commission of between 5.75% and 7% of 
collected sales.  This commission rate is reduced on integrated accounts 
(i.e., accounts where the representative makes the introduction but 
management assists in closing the sale).  Currently, the Company has a total 
of five active independent representatives covering a broad spectrum of 
industries.  In addition, certain of the Company's representatives have been 
given exclusivity with respect to particular industries.  

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., Cintas 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 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.

      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) are being gradually discontinued 
due to the Company's name change.  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. 

Customer Dependence

      For fiscal 1998, the Company's three largest customers accounted for 
approximately $237,000, or 49%, of the Company's net sales.  Mason Shoe 
Company accounted for approximately 19% of the Company's 1998 net sales, R&S 
Marketing accounted for approximately 19% of the Company's net sales, and 
Depan accounted for approximately 11% of net sales.  For fiscal 1997, the 
Company's four largest customers accounted for approximately $300,000, or 
60%, of the Company's net sales for the fiscal year, 21% to the largest 
customer (Mason Shoe Company), 17% to Shawnmark Industries and 11% each to 
JC Penney and American Linen Supply. No other customers accounted for 10% or 
more of such sales.

Seasonality

      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 has been higher during the 
fall and winter seasons and lower 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 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.

Employees

      At May 15, 1998, the Company had eleven employees, eight of which are 
full-time.  Of the employees, three are performing executive and marketing 
functions, two are performing accounting and financial functions, two are 
performing production and fulfillment functions, two are performing sales 
functions and two are performing general office administration functions. 
The Company expects to and is in the process of hiring additional employees 
to staff increased production, marketing and sales efforts.

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 28, 1998 of $4,496,566 and incurred a net loss of $1,162,109 for 
the fiscal year ended February 28, 1998. At February 28, 1997, the 
accumulated deficit was $3,334,457 and the Company's net loss for the fiscal 
year then ended was $804,208.  Because the Company is attempting to scale up 
its operations, it is expected that the Company will continue to sustain 
losses for part if not all of the fiscal year ended February 28, 1999, and 
perhaps thereafter. The Company had significant negative cash flow from 
operations during each of fiscal 1996, 1997 and 1998 and the Company 
continues to experience negative cash flow as it builds 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 28, 1998 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.  The Company may be required to seek 
additional financing 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 any additional financing 
thereby necessitated will be available on acceptable terms to the Company, 
if at all.

      Manufacturing, Distribution and Scale Up 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 has recently entered into 
manufacturing arrangements with Fine Vines and East Texas Sportswear, 
difficulties such as production delays and quality control problems may be 
encountered.   The Company has switched manufacturers on three occasions, 
once because of the Company's capital constraints in meeting minimum 
production levels, once because of the manufacturer's quality control 
problems and most recently in contemplation of the Company's transaction 
with ULLICO.  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.  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 a network of non-exclusive sales 
representatives.  The Company's future growth and profitability will depend 
in part, on the expansion of this representative network and later, if 
business conditions dictate, upon the building of an internal sales force, 
the hiring of a sufficient number of qualified sales agents and upon their 
ability to develop and continue relationships with commercial accounts. 

      Dependence on Limited Management; Part Time Chief Financial Officer.  
The success of the Company is substantially dependent on the efforts and 
abilities of its founder and President, David N. DeBaene, Thomas A. Lisi, 
its Executive Vice President of Sales and Marketing, and Anthony Santucci, 
its Chief Financial Officer.  Decisions concerning the Company's business 
and its management are and will continue to be made or significantly 
influenced by Messrs. DeBaene, Lisi and Santucci.  The loss or interruption 
of their continued services would have a materially adverse effect on the 
Company's business operations and prospects.   Neither Mr. Lisi nor Mr. 
Santucci are required to devote full-time to the Company.  Mr. Santucci's 
oral agreement with the Company does not require him to devote any minimum 
amount of time to the Company's business, although it does require him to 
perform activities related to his office as he shall be reasonably directed 
and use his best efforts, skills and abilities to promote the best interests 
of the Company.  In the event that the Company's growth is rapid and 
sustained, the Company may be forced to seek the services of a full time 
Chief Financial Officer if Mr. Santucci is not in a position to render such 
services to the Company, or senior sales executive in the event that Mr.Lisi 
is not in a position to render such services to the Company. 

      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 43% 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

      The Company currently leases 12,000 square feet of space of a 19,600 
square foot facility in Coventry, Rhode Island pursuant to a lease expiring 
August 1999.  The monthly lease cost is approximately $2,000.  The lease 
contains an option, expiring on October 31, 1999, enabling the Company to 
purchase the entire facility (including 3.5 acres of surrounding land) for 
$150,000, provided the Company gives notice of exercise of the option by 
September 30, 1999, and a purchase and sale agreement is executed by the 
parties by November 10, 1999.   In the event the Company exercises its 
purchase option, the surrounding land included in the purchase would enable 
the Company to expand the size of this facility.  The Company also leases 
approximately 6,000 square feet of warehouse space in West Warwick, Rhode 
Island at the rate of $650 per month pursuant to a one year lease expiring 
October 1998.   Management believes that its current facilities will be 
satisfactory to meet the Company's needs for the foreseeable future

ITEM 3.  LEGAL PROCEEDINGS

      There are no material legal proceedings involving the Company.

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. 

                                   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, 
mark-downs or commissions and may not necessarily represent actual 
transactions.

                                                                  Bid Prices
                                                               ----------------
                                                               High         Low
                                                               ----         ---

FISCAL 1997
First Quarter (April 12, 1996 through May 30, 1996)           $6.750      $5.250
Second Quarter (June 1, 1996 through August 31, 1996)         $6.500      $4.000
Third Quarter (September 1, 1996 through November 30, 1996)   $6.000      $2.375
Fourth Quarter (December 1, 1996 through February 28, 1997)   $5.000      $3.500

FISCAL 1998
First Quarter (March 1, 1997 through May 31, 1997)            $5.000      $3.000
Second Quarter (June 1, 1997 through August 31, 1997)         $4.500      $3.250
Third Quarter (September 1, 1997 through November 30, 1997)   $5.000      $3.500
Fourth Quarter (December 1, 1997 through February 28, 1998)   $5.500      $3.750

      The closing bid price of the Company's Common Stock as reported by the 
OTCBB was $4.00 on May 19, 1998.

      (b)  Holders.  As of May 19, 1998 there were approximately 100 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 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

      In December, 1997, the Company completed a private placement of 313 
shares of Series A 10% Manditorily Convertible Preferred Stock ("Series A 
Preferred Stock"), generating gross proceeds of $782,500. The offering was 
made to a limited number of accredited and/or sophisticated investors in 
reliance on an exemption from the registration requirements of the 
Securities Act of 1933, as amended (the "1933 Act"), pursuant to Section 
4(2) of the 1933 Act and Rule 506 thereunder.  The Company paid registered 
broker dealers aggregate commissions of $67,000 in connection with the 
offering.   The Series A Preferred Stock is 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), subject to adjustment.

      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

      The Company has recently emerged from the development stage and 
intends to scale up its 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 1992.  
First commercial shipments of an early version of JD Safety Uniform Pants 
were made during 1994.  In March 1995, 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 1998 and 1997, and 
may experience during all or a portion of fiscal 1999, 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.  In 
addition, the Company incurred higher than expected costs of goods 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, Fine Vines Inc. and East Texas Sportswear 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 will provide more 
operational flexibility than that offered by prior manufacturers of 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 believes that the decrease in its annual sales are, in 
large part, attributable to the amount of financial and other resources 
expended in connection with the negotiation of the ULLICO investment and the 
implementation of new marketing programs and manufacturing systems.  Since 
closing the ULLICO transaction, the Company's management has been able to 
reapply its full attention to the Company's core business.  While no 
assurances can be made, the Company believes this return of focus will 
enable it to increase revenues by carrying out its various sales programs 
without distraction.  

      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.  The Company believes that sales of JD Safety Uniform Pants and the 
conventional workwear now offered by the Company will be 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.

      For the reasons stated above, the Company believes that its results of 
operations for the year ended February 28, 1998 are not necessarily 
indicative of the Company's future results of operations.  Following the 
Company's initial public offering, the Company significantly increased its 
expenditures for inventory, salaries, advertising and marketing expenditures 
and other costs to increase its level of production.

Fiscal Year 1998 Compared to Fiscal Year 1997

      Net sales decreased $30,353 or 5.9% in fiscal 1998 as compared to 
fiscal 1997. This decrease was attributable to lower unit sales volume.   

      Gross profit increased $40,103 or 20.4% in fiscal 1998 as compared to 
fiscal 1997.  Gross profit as a percentage of sales increased to 49.1% in 
fiscal 1998 as compared to 38.4% in fiscal 1997. The increase in gross 
profit percentage is primarily due to a continuing effort to shift marketing 
and sales to more profitable direct sales and catalog merchant sales 
programs.

      Selling, general and administrative ("SG&A") increased $384,724 or 
45.6% in fiscal 1998 as compared to fiscal 1997.  The Company incurred 
higher marketing and promotional expenses due to increased trade show and 
travel activity.  Employee compensation costs were also higher as a result 
of marketing efforts.   In addition, consulting expenses increased 
significantly in fiscal 1998.

      Net interest expense was $169,881 in fiscal 1998 compared to net 
interest expense of $156,601 in fiscal 1997.  The increase in interest 
expense is primarily due to the interest expense incurred on the short-term 
loans used for operating purposes throughout the year.

      The Company's net loss was $1,162,109 for fiscal 1998, compared to a 
net loss of $804,208 for fiscal 1996.  This increased loss is mainly 
attributable to higher marketing, employment and consulting expenses.

Fiscal Year 1997 Compared to Fiscal Year 1996

      Net sales increased $414,298 or 418.8% in fiscal 1997 as compared to 
fiscal 1996. This increase was directly attributable to increases in unit 
sales volume.   

      Gross profit increased $166,472 or 547.4% in fiscal 1997 as compared 
to fiscal 1996.  Gross profit as a percentage of sales increased to 38% in 
fiscal 1997 as compared to 31% in fiscal 1996.  The increase in gross profit 
percentage is primarily due to a shift in marketing and sales to more 
profitable direct sales and catalog merchant sales programs.

      Selling, general and administrative ("SG&A") increased $29,319 or 3.6% 
in fiscal 1997 as compared to fiscal 1996.  The Company incurred increases 
in payroll, research and development and consulting expenses which were 
partially offset by decreases in amortization of debt discount, amortization 
of loan fees and advertising expenses.

      Net interest expense was $156,601 in fiscal 1997 compared to net 
interest expense of $387,227 in fiscal 1996.  The decrease in interest 
expense was primarily due to the reduction of outstanding debt resulting 
from the conversion of several classes of notes.

      The Company's net loss for fiscal 1997 was $804,208, compared to a net 
loss of $1,171,988 in fiscal 1996.  This decreased loss is directly 
attributable to the increase in sales and gross profit from operations as 
well as the decrease in interest costs.

Liquidity and Capital Resources

      During fiscal 1998, net cash used by operations was $953,967 as 
compared to net cash used by operations of $1,383,676 in fiscal 1997.  
Accounts receivable decreased by $18,298 reflecting an increase in 
collection efforts.  The rise in inventories is partly the result of the 
production of "union-made" inventory following the launch of the Company's 
"Union-Made" marketing campaign.

      During fiscal 1998 and 1997, the Company incurred capital expenditures 
of $13,284 and $28,773, respectively.  The Company plans capital spending of 
approximately $50,000 on machinery, equipment and computer systems during 
fiscal 1999.

      In December, 1997, the Company completed a private placement of 
$782,500 of Series A 10% Manditorily Convertible Preferred Stock. A 
significant portion of the proceeds of this offering were used to increase 
production of finished goods inventory, repay principal and accrued interest 
on outstanding short term borrowings, fund marketing and sales programs, 
settle overdue accounts payable and accrued liabilities, and for working 
capital.  See "Item 1 - Business - Recent Developments - Private Placement 
of Series A Preferred Stock."

      As previously announced, on April 9, 1998, the Company entered into a 
Securities Purchase Agreement (the "Purchase Agreement") with a private 
investor. Pursuant to the terms of the Purchase Agreement, the Company 
issued 2,500 shares of Series B 12% Cumulative Convertible Preferred Stock, 
$.001 par value (the "Series B Preferred Stock") as well as 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 will use 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.  See "Item 1 - Business - Recent Developments - Private 
Placement of Series B Preferred Stock."

      The Company is currently negotiating with debt holders to convert its 
outstanding convertible debt into Common Stock of the Company.

      Management believes cash flow from operations and from 
invested funds will provide for working capital needs and 
principal payments on long-term debt through fiscal 1998.

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

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 as Exhibit 16.1.

                                    PART II

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:

<TABLE>
<CAPTION>
      Name                  Age      Positions with the Company
      ----                  ---      --------------------------

<S>                          <C>     <C>
David N. DeBaene             39      Chairman of the Board, President and 
                                     Chief Executive Officer

Thomas A. Lisi               53      Vice President, Marketing and
                                     Director

Anthony P. Santucci          35      Treasurer, Chief Financial Officer, 
                                     Secretary and Director

Elizabeth Cotter             36      Director

Dean M. Denuccio             32      Director

Steev Panneton               39      Vice President, Manufacturing
                                     and Operations and Director

Herb Canapary                65      Director
</TABLE>

      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 the founder and a former
a 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."

      Anthony P. Santucci, Treasurer, Chief Financial Officer and Secretary. 
Mr. Santucci became the Company's Chief Financial Officer in September 1996 
and became a Director in April 1998.  Mr. Santucci is also President of 
Bevco Plastics Company a privately held corporation engaged in manufacturing 
and distribution of flexible vinyl products.  From 1992 to 1995, Mr. 
Santucci was Chief Financial Officer of South Pointe Enterprises, Inc., a 
publicly held company engaged in distribution of home videos.  While at 
South Pointe, Mr. Santucci's responsibilities included all accounting, 
financial reporting, financial planning, risk management, tax functions, and 
managing a staff of 20 persons.  During 1990 and 1991, Mr. Santucci was 
Controller of Weingeroff Enterprises, Inc., a privately held jewelry 
manufacturing company.  From 1988 to 1990, Mr. Santucci was Finance Manager 
of A. Santucci Wholesale, Inc., a family owned and operated wholesale food 
service distributor.  From 1984 to 1988, Mr. Santucci was a senior 
accountant with Ernst & Young, LLP (formerly Arthur Young and Company).  In 
1985 Mr. Santucci received a B.S. in Business Administration from Bryant 
College.

      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.

      Dean M. Denuccio, Director.  Mr. Denuccio commenced serving as a 
director upon the consummation of the Public Offering.  Mr. Denuccio has 
since 1994 been the Chief Executive Officer and principal stockholder of 
Deanco Enterprises, Inc., a Providence, Rhode Island based home care health 
provider which employs up to 200 home health care professionals.  From 1988 
to 1991, Mr. Denuccio was Chief Executive Officer and principal stockholder 
of Personnel Network Services, a privately owned health care staffing 
agency.  From 1985 to 1988, Mr. Denuccio was a certified public accountant 
with Ernest A. Almonte CPAs (1985-1987) and Ernst & Young, CPAs (1987-1988).  
In 1986 Mr. Denuccio received a B.S. in Business Administration from Bryant 
College, and in 1991 received a JD from University of Tulsa Law School.

      Steev Panneton, Vice President, Manufacturing and Operations 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 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 28, 1998, 1997, and 1996, 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 during fiscal 1997 
(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
<TABLE>
<CAPTION>
                                                                   Long-Term
                                                                 Compensation
    Name and              Fiscal                                  Options by          All Other
Principal Position         Year        Annual Compensation       No. of Shares      Compensation
------------------        ------       -------------------       -------------      ------------
                                       Salary        Bonus
                                       ------        -----

<S>                       <C>         <C>              <C>             <C>                <C>
David N. DeBaene,         1998(1)     $105,000         --              --                 --
President and CEO         1997(2)       85,000         --              --                 --
                          1996          57,557         --              --                 --

<FN>
<F1>  Under his employment agreement, Mr. DeBaene was entitled to be paid at 
      a rate of $105,000 per annum, plus $10,000 which was deferred from 
      fiscal 1997.  However, in order to conserve cash, Mr. DeBaene has 
      agreed to defer approximately $15,000 of such compensation to fiscal 
      1999.

<F2>  Under his employment agreement, Mr. DeBaene was entitled to be paid at 
      a rate of $85,000 per annum.  However, in order to conserve cash, Mr. 
      DeBaene agreed to defer approximately $10,000 of such compensation to 
      fiscal 1998.
</FN>
</TABLE>

      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 is $65,000, increasing annually thereafter 
in $20,000 increments.  In order to conserve resources, Mr. DeBaene has 
deferred the implementation of his salary increase.  In addition, Mr. 
DeBaene is entitled to receive an annual cash bonus based upon a percentage 
of 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.

      Effective as of June 1, 1996, the Company entered into an Consulting 
Agreement with Thomas A. Lisi for his services on a part-time basis as Vice 
President/Marketing & Manufacturing.  Mr. Lisi is obligated to render 
services of not more than eight hours per week at the Company's headquarters 
facility and is compensated at a rate of $33.00 per hour, without benefits.  
The Consulting Agreement is for an initial trial term of three months 
subject to termination by either party upon 30 days prior written notice.  
After the expiration of the trial period, the agreement will continue for 
successive three month periods, unless terminated by either party.

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, Anthony P. Santucci 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, 1998, 
approximately 10 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).

      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. 

      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. In connection 
with the Public Offering, the Company agreed to restrict the amount of 
Options available for grant under the Plan to 15% of the number of shares of 
Common Stock outstanding.

                    OPTION/SAR GRANTS IN LAST FISCAL YEAR
                             (individual grants)

      There were no individual grants of stock options or stock appreciation 
rights to any of the named executive officers during fiscal 1998.

             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 1998, and none of the named executive 
officers held any stock options or stock appreciation rights as of the end 
of fiscal 1998. 

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 April 30, 1998 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 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          714,650 (2)         36.00%
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)          2.50%
46 Old Flat River Road      Series A Preferred          0                **
Coventry, RI                Series B Preferred          0                **

Steev Panneton              Common Stock           60,023              3.02%
46 Old Flat River Road      Series A Preferred          0                **
Coventry, RI                Series B Preferred          0                **

Dean M. Denuccio            Common Stock                0                **
15 Alpine Estates Drive     Series A Preferred          0                **
Cranston, 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                **

Anthony P. Santucci         Common Stock                0                **
46 Old Flat River Road      Series A Preferred          0                **
Coventry, RI                Series B Preferred          0                **

All Officers and Director   Common Stock          849,673 (2)(4)(5)   42.54%
As a Group (7 persons)      Series A Preferred                           **
                            Series B Preferred                           **

Other 5% Stockholders

Joseph Lussier              Common Stock          136,200 (6)          6.42%
640 Hospital Trust Bldg
Providence, RI

William Durkin              Common Stock          172,200 (6)(7)       8.59%
640 Hospital Trust Bldg     Series A Preferred         20              6.39%
Providence, RI

Merit Capital Assoc, Inc.   Series A Preferred         20              6.39%
1221 Post Road
Westport, CT


Gerald Hoak                 Series A Preferred         40             12.78%
640 Hospital Trust Bldg
Providence, RI

ULLICO                      Common Stock        1,299,000 (8)         39.56%
111 Massachusetts Ave       Series B Preferred      2,500            100.00%
Washington, DC


<FN>
<F*>  Assumes 1,984,899 shares of Common Stock, 313 shares of Series A 
      Preferred Stock and 2,500 shares of Series B Preferred Stock issued 
      and outstanding.

<F**> less than 1%

<F1>  Except as otherwise indicated, each named holder has, to the Company's 
      knowledge, sole voting and investment power with respect to the shares 
      indicated.

<F2>  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.

<F3>  Ms. Cotter is the spouse of David N. DeBaene.

<F4>  Includes shares issuable upon exercise of 12,500 non-qualified stock 
      options.

<F5>  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. 

<F6>  Includes shares issuable upon exercise of 136,200 common stock 
      purchase warrants (the "time warrants") but does not include shares 
      issuable upon exercise of 96,624 common stock purchase warrants, which 
      are exercisable only upon certain vesting conditions (the "performance 
      warrants").  See "Certain Relationships and Related Transactions."

<F7>  Includes 20,000 shares of Common Stock issuable upon conversion of 
      Series A Preferred Stock.

<F8>  Includes 500,000 shares of Common Stock issuable upon conversion of 
      Series B Preferred Stock as well as 799,000 shares issuable upon 
      exercise of outstanding warrants.  See "Item 1 Business -- Recent 
      Developments -- Private Placement of Series B Preferred Stock."
</FN>
</TABLE>

      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.  
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. 

      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 TRANSACTIONS

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 are divided into two (2) 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, none of the performance warrants have 
vested, half of said performance warrants have expired, and the balance of 
the performance warrants may potentially vest, depending on satisfaction of 
the vesting conditions contained therein.  At the date hereof, all of the 
time warrants have vested and are exercisable. The exercise price of all of 
the warrants is $4.00 per share, subject to adjustment under certain 
circumstances.  Messrs. Lussier and Durkin are affiliated with Merit Capital 
Associates, Inc., the underwriter of the Company's Public Offering.  

      Mission Bay Consultants, Inc.  On April 2, 1997, the Company entered 
into a one (1) year Consulting Agreement with Mission Bay Consulting, Inc., 
a financial public relations firm ("Mission Bay"), for certain financial 
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 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.  

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 28, 1998, the Company owed approximately $25,000 in the 
aggregate to the parents of David N. DeBaene and a corporation which they 
control.  These loans are not interest bearing and will be repaid out of 
operating cashflow.  In addition, at February 28, 1998, David N. DeBaene 
owed approximately $10,000 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.

                                   PART IV

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

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-I 
hereof.

      (b)  Reports on Form 8-K

      No reports on Form 8-K were filed during the last quarter of fiscal 
1998.


                                 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 11, 1999                    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.

<TABLE>
<CAPTION>
    Signatures                         Title                         Date
    ----------                         -----                         ----

<S>                        <C>                                   <C>
/s/ David N. DeBaene       Chairman of the Board, President      June 11, 1998
David N. DeBaene           and Chief Executive Officer
                           (Principal Executive Officer)

/s/ Anthony P. Santucci    Treasurer, Chief Financial Officer,   June 11, 1998
Anthony P. Santucci        Secretary and Director (Principal 
                           Financial Officer)

/s/ Thomas A. Lisi         Director                              June 11, 1998
Thomas A. Lisi

/s/ Elizabeth Cotter       Director                              June 11, 1998
Elizabeth Cotter

/s/ Dean M. Denuccio       Director                              June 11, 1998
Dean M. Denuccio

/s/ Steev Panneton         Director                              June 11, 1998
Steev Panneton

/s/ Herbert Canapary       Director                              June 11, 1998
Herbert Canapary
</TABLE>


                                EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                              Sequentially
     Incorporated Documents                    SEC Exhibit Reference            Numbered
     ----------------------                    ---------------------          ------------

<C>   <S>                                   <C>                                    <C>
2.1   Form of Conversion Agreement          As filed with the Registrant's         N/A
      between the Registrant and certain    Form SB-2 on October 27, 1995,
      holders of the Registrant's 10%       File No. 33-98486
      Secured Notes, 12% Subordinated
      Notes and 20% Demand Notes

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

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

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

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

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


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

4.6   Securities Purchase Agreement         As filed with the Registrant's         N/A
      dated April 9, 1998                   Form 8-K on April 15, 1998

4.7   Certificate of Designation of         As filed with the Registrant's         N/A
      Series B Preferred Stock.             Form 8-K on April 15, 1998

4.8   Stockholders' Agreement dated         As filed with the Registrant's         N/A
      April 9, 1998.                        Form 8-K on April 15, 1998

4.9   Registration Rights Agreement dated   As filed with the Registrant's         N/A
      April 9, 1998                         Form 8-K on April 15, 1998   

4.10  Warrant Certificate issued to ULLICO  As filed with the Registrant's         N/A
                                            Form 8-K on April 15, 1998

4.11  Escrow Agreement                      As filed with the Registrant's         N/A
                                            Form 8-K on April 15, 1998

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

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

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

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

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

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

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

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

10.10 Special Accounts Director Agreement   As filed with the Registrant's         N/A
      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         N/A
      dated May 6, 1998                     Form 8-K on May 13, 1998

99.1  United States Patent #5,038,408       As filed with the Registrant's         N/A
                                            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         N/A
                                            Form SE on June 11, 1998

Filed Herewith

4.12  Certificate of Designations of 
      Series A Preferred Stock

23.1  Consent of BDO Seidman, LLP

27    Financial Data Schedule
</TABLE>


                          JD AMERICAN WORKWEAR, INC

                           _______________________


                            FINANCIAL STATEMENTS

               For the years ended February 28, 1998 and 1997


BDO      BDO Seidman, LLP                 40 Broad Street, Suite 500
         Accountants and Consultants      Boston, Massachusetts 02109-4307
                                          Telephone:(617) 422-0700
                                          Fax: (617) 422-0909

                       REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
 of JD American Workwear, Inc.

We have audited the accompanying balance sheet of JD American Workwear, Inc.
as of February 28, 1998, and the related statements of operations, 
stockholders' equity and cash flows for the year then ended.  These Financial
statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audit.   

We conducted our audit in accordance with general accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principals used and 
significant estimates made by management, as well as evaluating the overall
financial statement presentation.   We believe that our audit provides a 
reasonable basis for our opinion.

In our opinion, the 1998 financial statements referred to above present 
fairly, in all material respects, the financial position of JD American 
Workwear, Inc. at February 28, 1998, and the results of its operations and 
its cash flows for the year then ended, in conformity with generally 
accepted accounting principals.  

The accompanying financial statements for 1998 have been prepared assuming 
the Company will continue as a going concern.  However, through February 28, 
1998, the Company has experienced substantial losses and at February 28, 1998
had an accumulated deficit of approximately $4,500,000, has not paid all 
obligations as they became due and expects to incur additional losses 
before it achieves profitable operations, which raises substantial doubt 
about the Company's ability to continue as a going concern.  Management's 
plans in regards to this matter is discussed in Note 1.  The financial 
statements do not include any adjustments that might result from 
the outcome of this uncertainty.

/s/ BDO Seidman, LLP

BDO Seidman, LLP

Boston, Massachusetts
May 20, 1998
June 12, 1998 as to Notes 1 and 10


                                           Richard A. Eisner & Company, LLP
                                                  Accountants & Consultants
RAE

                        INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
 JD American Workwear, Inc.

We have audited the accompanying statements of operations, changes in 
stockholders' equity and cash flows  of JD American Workwear, Inc. for the 
year ended February 28, 1997.  These financial statements are the 
responsibility of the Company's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.   

We conducted our audit in accordance with general accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principals used and 
significant estimates made by management, as well as evaluating the overall
financial statement presentation.   We believe that our audit provides a 
reasonable basis for our opinion.

In our opinion, the 1997 financial statements enumerated above present 
fairly, in all material respects,  the results of operations of  JD American 
Workwear, Inc. and its cash flows for the year ended February 28, 1997, in 
conformity with generally accepted accounting principals.  

The accompanying financial statements have been prepared assuming the 
Company will continue as a going concern.  However, at  February 28, 1997, 
the Company had a working capital deficiency and a capital deficiency which 
raised substantial doubt about the Company's ability to continue as a going 
concern.  Management's plans in regards to these matters are discussed in 
Note 1.  The financial statements do not include any adjustments that might 
result from the outcome of this uncertainty.

/s/ Richard A. Eisner & Company

Cambridge, Massachusetts
May 30, 1997


                         JD AMERICAN WORKWEAR, INC.
                                BALANCE SHEET

<TABLE>
<CAPTION>
                                                             February 28,
                                                                 1998
                                                             ------------

<S>                                                           <C>
ASSETS (Note 4)
Current Assets:
Cash and cash equivalents                                     $   16,932
Accounts receivable, net of allowance for doubtful
 accounts of $16,900                                             203,685
Inventories (Note 2)                                           1,057,784
Prepaid expenses, current portion                                229,859
Loans receivable, employees                                       17,419
                                                              ----------
      Total current assets                                     1,525,679

Property and equipment, net (Note 3)                              75,369
Intangible assets, net (Note 3)                                   57,547
Prepaid expenses, long-term                                      182,713
Other assets                                                      15,032
                                                              ----------
                                                              $1,856,340
                                                              ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt (Note 4)                    $  868,325
Accounts payable and accrued expenses                            234,412
Accrued interest on notes payable                                 85,958
Short-term loans                                                  11,774
                                                              ----------
      Total current liabilities                                1,200,469
                                                              ----------
Long-term debt, net of current portion (Note 4)                  101,830

Commitments and contingencies (Notes 5 and 6)

Stockholders' equity  (Notes 6, 7 and 10):
  Preferred stock, Series A, $.001 par value;
   authorized 1,000,000 shares; issued and outstanding,
   313 shares (liquidating preference $782,500)
  Common stock, $.002 par  value; authorized
   4,500,000 shares; issued and outstanding,
   1,984,899 shares                                               3,970
Additional paid-in-capital                                    5,046,637
Accumulated deficit                                          (4,496,566)
                                                             ----------
      Total stockholders' equity                                554,041
                                                             ----------
                                                             $1,856,340
                                                             ==========
</TABLE>

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


                         JD AMERICAN WORKWEAR, INC.
                          STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                      Years Ended
                                              -----------------------------
                                              February 28,     February 28,
                                                 1998             1997
                                              ------------     ------------

<S>                                           <C>              <C>
Net Sales                                     $   482,880      $   513,233

Cost of goods sold                                245,894          316,350
                                              -----------      -----------

      Gross profit                                236,986          196,883

Selling, general and administrative 
 expenses (Notes 5 and 6)                       1,229,214          844,490
                                              -----------      -----------

      Loss from operations                       (992,228)        (647,607)

Interest expense, net                            (169,881)        (156,601)
                                              -----------      -----------

Net loss                                      $(1,162,109)     $  (804,208)
                                              ===========      ===========

Basic and diluted net loss per common share   $     (0.63)     $(     0.48)
                                              ===========      ===========

Weighted average shares outstanding             1,855,859        1,676,305
                                              ===========      ===========

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


                         JD AMERICAN WORKWEAR, INC.
                          STATEMENTS OF CASH FLOWS


</TABLE>
<TABLE>
<CAPTION>
                                                       Years Ended
                                              -----------------------------
                                              February 28,     February 28,
                                                  1998             1997
                                              ------------     ------------

<S>                                           <C>              <C>
Cash flows from operating activities:
Net loss                                      $(1,162,109)     $  (804,208)
  Adjustments to reconcile net loss to 
   net cash used by operating activities:
  Depreciation and amortization                    69,810           47,959
  Securities issued for services                  314,242                0
  Changes in operating assets and liabilities:
    Accounts receivable                            18,298         (213,552)
    Inventories                                  (228,893)        (201,411)
    Prepaid expenses and other assets             (38,994)          (8,773)
    Accounts payable and accrued expenses          73,679         (203,691)
                                              -----------      -----------
Net cash used by operating activities            (953,967)      (1,383,676)
                                              -----------      -----------

Cash flows from investing activities: 
  Capital expenditures                            (13,284)         (28,773)
Net cash used by investing activities             (13,284)         (28,773)

Cash flows from financing activities:
  Exercise of stock options                       412,500                0
  Proceeds from notes and long-term debt          233,000           15,024
  Proceeds from sales of common and
   preferred stock                                782,500          544,888
  Issuance costs for common and preferred
   stock                                         (122,575)         (14,985)
  Principal payments on notes and 
   long-term debt                                (328,876)        (345,602)
                                              -----------      -----------
Net cash provided by financing activities         976,549          199,325
                                              -----------      -----------

Increase (decrease) in cash and cash
 equivalents                                        9,298       (1,213,124)
Cash and cash equivalents, beginning of year        7,634        1,220,758
                                              -----------      -----------
Cash and cash equivalents, end of year        $    16,932      $     7,634
                                              ===========      ===========

Supplemental cash flow disclosures: 
  Interest paid                               $    62,793      $    58,300
                                              ===========      ===========
</TABLE>

See Notes 6 and 7 for information relating to certain non-cash transactions

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


                          JD AMERICAN WORKWEAR, INC.
                STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                   Years Ended February 28, 1998 and 1997
                             (Notes 6, 7 and 10)

<TABLE>
<CAPTION>
                                         Common stock          Preferred stock        Additional      
                                       $.002 Par Value         $.001 Par Value         Paid-in       Accumulated   
                                      Shares      Amount      Shares      Amount       Capital         Deficit        Total
                                      ------      ------      ------      ------      ----------     -----------      -----

<S>                                 <C>           <C>          <C>          <C>       <C>           <C>           <C>
Balance, February 29, 1996          1,564,225     $3,128                              $2,450,700    ($2,530,249)  $  (76,421)

Initial public offering of
 stock, net                            77,768        156                                 422,401                     422,557 
Shares issued to retire debt           63,440        127                                 253,634                     253,761 
Shares issued for services              3,000          6                                   4,494                       4,500 
Warrants issued for services                                                              60,000                      60,000 
Net loss                                                                                               (804,208)    (804,208)
                                   -----------------------------------------------------------------------------------------

Balance, February 28, 1997          1,708,433     $3,417          0         $0        $3,191,229    ($3,334,457)  $ (139,811)

Common shares issued for 
  payment of interest                   6,975         13                                  30,681                      30,694 
Common shares issued for services     107,500        215                                 430,035                     430,250 
Options issued for services                 0          0                                 179,000                     179,000
Exercise of stock options             150,000        300                                 412,200                     412,500 
Warrants issued for services                0          0                                  92,000                      92,000 
Shares issued to retire debt            9,554         19                                  51,573                      51,592 
Exercise of warrants                    2,437          6                                      (6)                          0 
Issuance of preferred stock                                     313                      782,500                     782,500
Issuance costs of preferred stock                                                       (122,575)                   (122,575)
Net loss                                                                                             (1,162,109)  (1,162,109)
                                   -----------------------------------------------------------------------------------------

Balance, February 28, 1998          1,984,899     $3,970        313         $0        $5,046,637    ($4,496,566)  $  554,041
                                   =========================================================================================
</TABLE>

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


                        NOTES TO FINANCIAL STATEMENTS
                         February 28, 1998 and 1997

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 and additional future 
losses are anticipated as the Company continues to expand operations and 
establish itself in the market. During the fiscal year ended February 28, 
1998, the Company completed a private offering of series "A" preferred 
stock. Further, subsequent to the fiscal year end, in  April, 1998, the  
Company  issued shares of series "B" preferred  stock.  (See Note 10.)  The 
Company received proceeds of $2,500,000 upon the closing of the agreement of 
which $1,500,000 was deposited in escrow and was released to the Company 
on June 12, 1998 upon the Company meeting certain conditions.  
Management believes that the proceeds of these offerings will enable the 
Company to meet its cash requirements through February 28, 1999. 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.

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.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity 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.

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:

<TABLE>
<CAPTION>
Asset Classification                      Estimated Useful Lives
--------------------                      ----------------------

<S>                                       <C>
Furniture and fixtures                    5 - 7 years
Machinery and equipment                   5 - 7 years
Office equipment                          5 - 7 years
Trucks and autos                          5 years
</TABLE>

Leasehold improvements are stated at cost and are amortized on a straight-line 
basis over the shorter of the term of the lease or the estimated useful life of 
the asset.

Intangible assets

Organization costs are stated at cost and are being amortized over 60 months.  
Loan origination fees and debt offering costs 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 revenues upon shipment of product.

Stock-based compensation

The Company accounts for its employee stock-based compensation under Accounting 
Principles Board Opinion  No. 25, "Accounting  for Stock Issued to Employees."
In October 1995, the Financial Accounting Standards Board issued Statement of 
Financial  Accounting  Standards No. 123, "Accounting for  Stock-Based  
Compensation"  ("SFAS No. 123").  SFAS No. 123  establishes a fair-value-based 
method of  accounting for stock-based compensation plans. The Company adopted 
the disclosure only alternative  of  SFAS No. 123 which requires disclosure of 
the pro-forma effects on loss and loss per share as well as certain other 
information.

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 for each fiscal year.  Common  stock 
equivalents are not considered in loss years because they are anti-dilutive.

In  1997, the  Financial  Accounting  Standards Board (FASB) issued Statement 
No. 128, Earnings per share. Statement 128  replaced the  calculation of 
primary and fully diluted earnings per share with basic and diluted earnings 
per share.  Unlike primary earnings per share, basic earnings per share 
excludes any dilutive  affects of options, warrants and convertible  
securities.  Dilutive earnings per share is very similar to the previously 
reported fully diluted earnings per share.

2.  Inventories

Inventories consist of the following:

<TABLE>
<CAPTION>
                                           February 28, 1998
                                           -----------------

      <S>                                     <C>
      Raw materials                           $   81,637
      Work-in-process                             51,376
      Finished goods                             924,771
                                              ----------
                                              $1,057,784
                                              ==========
</TABLE>

3.  Property, Equipment and Intangible Assets

Property and equipment, at cost, consists of the following:
<TABLE>
<CAPTION>
                                                   February 28, 1998
                                                   -----------------

<S>                                                    <C>
Furniture and fixtures                                 $ 25,182
Leasehold improvements                                   74,077
Machinery and equipment                                  74,923
Office equipment                                         17,091
Trucks and autos                                         19,946
                                                       --------
                                                        211,219
Less accumulated depreciation                           135,850
                                                       --------
                                                       $ 75,369
                                                       ========
</TABLE>

Intangible assets, at cost, consists of the following:

<TABLE>
<CAPTION>
                                                   February 28, 1998
                                                   -----------------

<S>                                                    <C>
Patents                                                $  52,070
Debt offering costs                                      189,563
Loan financing fees                                       39,075
Organization costs                                        10,500
                                                       ---------
                                                         291,208
Less accumulated amortization                            233,661
                                                       ---------
                                                       $  57,547
                                                       =========
</TABLE>

4.  Notes Payable and Long-Term Debt

Details of the Company's notes payable and long-term debt as of February 28, 
1998 are as follows:

<TABLE>

<S>                                                                <C>
Note Payable to a bank at the prime rate plus 2 3/4%. 
 Payable in monthly installments of approximately $6,000
 principal plus interest through August 2000, The note
 is collateralized by all Company assets and real estate
 owned by certain stockholders. The note is guaranteed in
 part by the U.S. Small Business  Administration. In
 addition, the note is personally guaranteed by certain
 stockholders of the Company.  The interest rate at
 February 28, 1998 is 11.25%.                                      $187,830

11% convertible subordinated notes due to investors.  The
 notes mature 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%.  Unamortized debt discount at
 February 28, 1998 amounted to approximately $17,000.
 These notes, including accrued interest are convertible
 at the option of the holder, into common stock at $5.40
 per share, subject to adjustment as defined in the agreement.      457,045

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 parents of the
 President of the Company.                                           40,000

12% 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 parents of the
 President of the Company.                                           60,000

10% notes due to investors on April 30, 1998.  The
 notes are subordinated in right of payment to all
 indebtedness of the Company outstanding as of
 February 1997 or to be incurred in the future.
 The notes are collateralized by a first priority
 security interest in all inventory of the Company
 and are convertible into common stock at a rate of
 $4.00 per share, subject to adjustment as defined
 in the agreements.                                                 200,000

Non-interest bearing demand note due to a company owned
 by the parents of the President of the Company.                      4,000

Non-interest bearing demand note due to the parents
 of the President of the Company.                                    11,280

Non-interest bearing note due to a nursing home
 owned by the parents of the President of the Company
 due October 1, 2000.  The Company is to pay the lender
 1% of annual net profits commencing October 1, 1993
 until the note is paid in full.                                     10,000
                                                                   --------

      Total                                                         970,155

      Less current portion                                          868,325
                                                                   --------

      NET LONG-TERM DEBT                                           $101,830
                                                                   ========
</TABLE>

Interest expense charged to operations related to these notes for the 
years ended February 28, 1998 and February 28, 1997 was $160,500 and 
$167,263, respectively.

See Note 7 with respect to the conversion of debt.
 
The scheduled repayment of debt at February 28, 1998 is as follows:

<TABLE>
<CAPTION>
      Year ending February 28,                        Amount
      ------------------------                        ------

               <S>                                   <C>
               1999                                  $868,325
               2000                                    91,830
               2001                                    10,000
                                                     --------
                                                     $970,155
                                                     ========
</TABLE>

5.  Related Party Transactions:

As stated in Note 4, the Company has had certain borrowing transactions with 
related parties.  Certain of these related party obligations are not formalized 
by any written agreements and per management and the related parties, are non-
interest bearing.  Accordingly, for the years ended February 28, 1998 and 
February 28, 1997 there has been no interest expense charged to operations 
related to these obligations.  

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 the 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 $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.

A former director of the Company, who is also a warrant holder, is a partner of 
a law firm that provides various legal services to the Company.  During fiscal 
1998 and 1997, fees of approximately $28,000 and $39,000 were incurred, 
respectively. 

6.  Commitments and Contingency:

Employment agreements

The Company has an employment agreement with one key employee providing for 
compensation of $105,000 for the fiscal year ended February 28, 1998, with 
annual increases of $20,000 through February 2000.  The agreement also contains 
a bonus stipulation based upon a percentage of the Company's pre-tax income (as 
defined) for each fiscal year in accordance with a sliding scale schedule 
contained in the agreement.  No bonus is earned unless and until the Company 
earns pre-tax income in excess of $5 million.

Lease Obligations

During 1996 the Company leased facilities in West Warwick and Coventry, Rhode 
Island which leases expire through April 30, 1999.  The Company may continue to 
occupy the facilities under a tenant at will agreement upon the expiration of 
the lease, until 30 days notice from either party, at a rate of approximately 
$2,685 per month. The Coventry lease agreement contains an option which expires 
on October 30, 1999 whereby the Company may purchase the Coventry facility for 
$150,000.

Future annual rent under this lease is as follows:

<TABLE>
<CAPTION>
      Year ending February 28,                              Amount
      ------------------------                              ------

               <S>                                         <C>
               1999                                        $28,795
               2000                                          4,000
                                                           -------
                                                           $32,795
                                                           =======
</TABLE>

Rent expense charged to operations for each of the years ended February 28, 
1998 and February 28, 1997, was approximately $32,000. 

Consulting agreements

The Company has entered into a consulting agreement with one of its directors, 
whereby, the Company paid the director a minimum of $10,000 annually through 
February 28, 1998.  The agreement renews automatically for periods of one year 
until terminated by either party.

In connection with their agreement to provide financial consulting services to 
the Company for a three 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, none of the performance warrants have vested, 
but a portion of such warrants may potentially vest, depending on satisfaction 
of the vesting conditions contained therein.  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  all of  the warrants is $4.00 per share, 
subject to adjustment under certain circumstances.  Messrs. Lussier and Durkin  
are 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 Company does not expect that the performance warrants will 
vest.  The value assigned to the warrants is being amortized over the term of 
the consulting agreements, resulting in amortization expense of $92,000 and 
$60,000 in the fiscal years ended February 28, 1998 and 1997, respectively.

In fiscal 1998, the Company entered into a consulting agreement which has 
since been terminated.  Pursuant to this agreement, 20,000 shares of 
restricted common stock was issued as compensation for services.

Also in fiscal 1998, the Company entered into a consulting agreement which 
expires 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.

7.  Capitalization

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 $1,044,000.  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 $425,000. 

In February and April 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 became exercisable in 
January 1998 and expire in  January 2001.

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.

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.   Each Preferred Share is convertible at the option of the holder 
into Common Stock at a conversion price of $2.50 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 250,000 shares of common  stock.  Option 
activity for the years ended February 28, 1998 and February 28, 1997 is 
summarized as follows:

<TABLE>
<CAPTION>
                                                             Weighted-average
                                                  Number      exercise price
                                                of Shares        per share
                                                ---------    ----------------

<S>                                               <C>              <C>
Options outstanding, February 29, 1996            25,000           $1.75
     Canceled                                    (12,500)           2.00
                                                --------

Options outstanding, February 28, 1997            12,500            1.50
     Granted                                     287,500            2.78
     Exercised                                  (237,500)           2.84
     Canceled                                    (50,000)           3.25
                                                --------

Options outstanding, February 28, 1998            12,500           $1.50
                                                ========
</TABLE>

Options for 12,500 shares are  exercisable  at  February 28, 1998 at  an 
exercise price and a weighted average  exercise price of $1.50 per share, with 
a weighted average  remaining contractual life of 7 years.  At February 28, 
1998, no shares were available for grant under the plan.  See Note 7 with 
respect to an option to purchase units granted to the underwriter of the public 
offering.

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.  The consulting  
agreement expires in March 2000.  Consulting expense related to the issuances 
of stock and stock options under the agreements of $190,200 was recorded for 
the fiscal year ended February 28, 1998.

The Company adopted the disclosure only provisions of SFAS No. 123, "Accounting 
for Stock-Based Compensation" but applies Accounting Principles Board Opinion 
No. 25, and related interpretations in accounting for its plans.  There was no 
compensation expense recognized in 1998 or 1997.  SFAS No. 123 requires pro 
forma disclosures of the compensation cost of certain awards under stock option 
plans.  There were no awards during the years ended February 28, 1998 and 1997 
requiring performa disclosures.

Warrants

The Company has issued warrants to purchase common stock in connection with the 
issuance of notes payable, the sale of units (Note 7), and as compensation for 
professional service providers.  Warrants outstanding at February 28, 1998 are 
as follows:

<TABLE>
<CAPTION>
                            Number      Exercise Price
Warrants to Purchase      of Shares      Per Security      Expiration Date
--------------------      ---------     --------------     ---------------

<S>                        <C>               <C>           <C>
Common stock and
 Class B 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               465,648           $4.00         August 7, 2003
</TABLE>

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

Conversion of 15% P.O. Financing Note

In  July 1996,  holders of the Company's 15% Purchase Order Financing Note 
agreed to convert the principal  of  $195,571  and all accrued interest thereon 
of $58,250 into Common Stock at a conversion price of $4.00 per share, 
amounting to an aggregate of 63,440 shares of Common Stock

8.  Income Taxes

At February 28, 1998, the Company had no current or deferred tax liability.

At February 28, 1998, the Company had net operating loss carryforwards for 
federal income tax purposes amounting to approximately $3,900,000 that  expire 
through  2014 and had deferred tax  assets due to the net operating loss 
carryovers and temporary differences amounting to approximately $1,500,000, 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 carryover available for use in any given year if significant changes in 
ownership interest of the Company occur.

9.  Major Customers

For fiscal 1998, the Company's three largest customers accounted for 
approximately $237,000, or 49%, of the Company's net sales.   Approximately 19% 
to Mason Shoe Company, approximately 11% to Depan,  and approximately 19% to R 
&S Marketing.  For fiscal 1997, the Company's four largest customers accounted 
for approximately $300,000 or 60% of the Company's net sales for the fiscal 
year, 21% to the largest customer (Mason Shoe Company), 17% to Shawnmark 
Industries and 11% each to JC Penney and American Linen Supply.  No other 
customers accounted for 10% or more of such sales.

10.  Subsequent Events

On April 9, 1998, the Company authorized the issuance and sale of 3,950 shares 
of Series B 12% Cumulative Redeemable 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.  If certain events occur or do not occur, such as the 
failure to pay a Dividend to the Series B Preferred Stockholders, 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 received 
proceeds of $2,500,000 upon the closing of the agreement of which $1,500,000 
was deposited in escrow and was released to the Company on June 12, 1998
upon the Company meeting certain conditions.

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. In addition, the shareholders of the Company approved an 
amendment to the 1995 Stock Option Plan and reserved an additional 500,000 
shares of common stock for issuance under the plan.