SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
(Mark One)

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

    For the fiscal year ended February 29, 2000

                                       OR

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

    For the transition period from __________ to __________

                          Commission file No. 33-98682

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

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

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

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

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

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

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

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

     State the issuer's revenues for its most recent fiscal year: $272,065

     The aggregate  market value of the voting and  non-voting  common equity of
the registrant  held by  non-affiliates  of the registrant at September 12, 2000
was approximately  $1,865,111 based upon the closing sale price of $.625 for the
Registrant's  Common  Stock,  $.002  par  value,  as  reported  by the  National
Association of Securities Dealers OTC Bulletin Board on September 12, 2000.

     As of September  12, 2000 the  registrant  had  2,984,178  shares of Common
Stock, $.002 par value, outstanding.

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

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

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

Item 1.   Description of Business                                              3
Item 2.   Description of Property                                             11
Item 3.   Legal Proceedings                                                   11
Item 4.   Submission of Matters to Vote of Securities Holders                 12

                                     PART II

Item 5.   Market for the Registrant's Common Equity and Related
            Security Holder Matters                                           12

Item 6.   Management's Discussion and Analysis of Financial
            Condition And Results of Operations                               13

Item 7.   Financial Statements                                                16

Item 8.   Changes in and Disagreements with Accountants on
            Accounting And Financial Disclosure                               16

                                    PART III

Item 9.   Directors, Executive Officers, Promoters, and Control
            Persons; Compliance with Section 16(a) of Exchange Act            17

Item 10.  Executive Compensation                                              19

Item 11.  Security Ownership of Certain Beneficial Owners and
            Management                                                        21

Item 12.  Certain Relationships and Related Transactions                      23

                                     PART IV

Item 13.  Exhibits and Reports on Form 8-K                                    24

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FORWARD-LOOKING STATEMENTS

This annual report  contains  forward-looking  statements  within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended,  and Section 27A
of the Securities  Exchange Act of 1933, as amended,  and is subject to the safe
harbors created by those sections. These forward-looking  statements are subject
to significant risks and  uncertainties,  including  information  included under
Parts I and II of this annual  report,  which may cause actual results to differ
materially  from  those  discussed  in  such  forward-looking   statements.  The
forward-looking  statements  within this annual  report are  identified by words
such as "believes", "anticipates", "expects", "intends", "may", "will" and other
similar  expressions   regarding  the  Company's  intent,   belief  and  current
expectations.  However,  these words are not the exclusive  means of identifying
such  statements.  In addition,  any  statements,  which refer to  expectations,
projections or other  characterizations  of future events or circumstances,  and
statements made in the future tense are forward-looking statements.  Readers are
cautioned that actual results may differ  materially from those projected in the
forward-looking  statements  as a result of various  factors,  many of which are
beyond the control of the  Company.  The Company  undertakes  no  obligation  to
publicly  release  the  results  of  any  revisions  to  these   forward-looking
statements,  which  may be made to  reflect  events or  circumstances  occurring
subsequent to the filing of this annual  report with the SEC.  Readers are urged
to carefully review and consider the various  disclosures made by the Company in
this annual report.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General

     JD American Workwear,  Inc. was incorporated in Rhode Island in May of 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  is  primarily  engaged in the  business  of  designing,  manufacturing,
marketing and selling commercial and industrial workwear products. The Company's
products  consist of an extensive  line of commercial  and  industrial  workwear
highlighted by its two key proprietary safety products - denim safety work jeans
("JD Safety Work  Jeans(TM)")  and  cotton/poly  blend uniform style safety work
pants ("JD Safety Uniform Pants(TM)").  The Company's initial product, JD Safety
Work Jeans, was designed and patented by David N. DeBaene, the Company's founder
and  President,  and assigned to the Company in January 1995. In June 1997,  the
Company was awarded a second  patent with respect to certain  unique  functional
characteristics  of its  Safety  Uniform  Pants.  See  "BUSINESS  - Patents  and
Proprietary  Rights."  The Company  markets its products  throughout  the United
States  and   internationally   principally  for  industrial  and  manufacturing
applications.

Business Strategy

     The Company has adopted a new business  strategy  that focuses on expansion
and  diversification  through  acquisitions  of  companies  in  other  lines  of
business.  Under the new  strategy,  the Company has developed  four  divisions:
Consumer Products,  Manufacturing and Fabrication,  Construction Management, and
High Technology.

     CONSUMER  PRODUCTS  DIVISION.  This  division  was  formed  for sales of JD
American Workwear  Products.  Under its new strategy,  the Company is seeking to
sell licenses to manufacture and distribute its patented workwear  products.  By
shipping  products  directly from licensed  manufacturers to its customers,  the
Company will reduce the costs of handling and carrying inventory while receiving
revenues from royalties under license agreements.

     MANUFACTURING  AND FABRICATION  DIVISION.  This division was formed for the
operations of International Machine and Welding,  Inc., a subsidiary acquired on
June 12,  2000.  Its  operations  include a 38,000  square foot machine shop and
sales of heavy equipment,  parts and service.  (See Recent  Developments- Patina
Corp. Acquisition)

     CONSTRUCTION   MANAGEMENT  DIVISION.  This  division  was  formed  for  the
operations  of Rhode  Island  Truck  and  Equipment  Corporation,  a  subsidiary
acquired on June 10, 2000.  Rhode Island Truck and Equipment  Corporation  sells
commercial  trucks,  construction  equipment  and tools,  and provides  hauling,
paving, commercial recycling and demolition recycling services.

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     HIGH  TECHNOLOGY.  The Company is currently  seeking the  acquisition of an
operating company. The option agreement with International Commerce and Finance,
Inc.  is the  first  attempt  to  provide a  subsidiary  for  inclusion  in this
division.

Recent Developments

     PATINA CORP.  ACQUISITION.  On December 27, 1999, the Company  reported the
purchase of Patina Corp. and its three construction and demolition subsidiaries.
However, Patina Corp. and the Company were unsuccessful in raising $2 million in
capital for the venture to go forward.  Patina Corp.  cancelled  all  agreements
with the construction and demolition operations on May 31, 2000.

     On June 12, 2000,  the Company  completed the  acquisition  of Patina Corp.
Patina Corp.  is a holding  corporation  containing  its  operating  subsidiary,
International Machine and Welding,  Inc.  International Machine and Welding owns
and  operates  a  38,000  square  foot  machine  shop,  located  on 38  acres of
commercially  zoned land in Bartow,  Florida.  The operation also includes heavy
equipment  parts and sales.  The purchase  contract  requires  Patina  Corp.  to
provide net assets with an appraised  value of  $4,500,000.  The  acquisition is
being  funded  with  11,300  shares of a newly  created 6% Series C  Convertible
Preferred  Stock with a stated value of $1,000 per share and  conversion  rights
into common stock at $1.00 per common share, when available.  The purchase price
will be reduced by one share of Series C Preferred  Convertible  Preferred Stock
for each $1,000, in the event of a shortfall in appraised value. Fifteen hundred
shares of the 6% Series C  Convertible  Preferred  Stock are held in escrow  for
adjustment  to the earn-up  provisions of the purchase  contract,  which require
Patina  Corp.  to produce  $3,000,000  annual  revenues  for the first two years
following the  acquisition.  The Preferred Shares pay a dividend of 6% per annum
payable  in cash  or in  kind  semi-annually.  The  9,800  shares  of  Series  C
Convertible  Preferred Stock issued for the acquisition have voting rights equal
to 3,562,500 shares of common stock.

     INTERNATIONAL  COMMERCE AND FINANCE. On June 1, 2000, the Company signed an
option  agreement with  International  Commerce and Finance,  Inc. The agreement
states that the Company shall have the right of first refusal to acquire any and
all projects that are currently under contract, or may be conceived, acquired or
partnered,  for two years for the sum of 25,000  common  shares.  The  agreement
contains a trading  restriction  relating to the lack of  registration  of these
shares pursuant to Rule 144 of the Securities Act of 1933.

     RHODE  ISLAND  TRUCK  AND  EQUIPMENT   CORP.  The  Company   completed  the
acquisition  of Rhode Island Truck and  Equipment  Corp.  on June 10, 2000.  The
stock purchase agreement requires JD American Workwear, Inc. to pay one share of
common stock for each dollar of appraised  value of the net assets.  The company
expects the value to be approximately $150,000. Rhode Island Truck and Equipment
Corp.  engages in sales of commercial trucks and construction  related equipment
and tools used in the construction industry. Additionally, they provide hauling,
paving and demolition recycling.

Inventory Write Down and Reclassification

     During the fourth quarter of the year ended  February 29, 2000,  management
determined  that,  due to the  failure of the  Company's  marketing  programs to
produce a satisfactory level of sales,  inventory contained a significant amount
of  overstocked  and obsolete  product.  As a result,  a provision for inventory
losses of $531,438 was charged to operations to write down  inventory to its net
realizable  value.  This was based on the  Company's  best  estimates of product
sales  prices  in  accordance  with its  revised  plans for  product  marketing.
Management  has also  reclassified  a portion of inventory  to long-term  assets
based on estimates  about the timing of product sales under the revised plan. It
is at least  reasonably  possible that the estimates used by the Company will be
materially  different  from the actual  results,  which could have a  materially
adverse effect on the Company's results of operations and financial condition in
the near term.  The provision and  reclassification  were  necessary  because of
conditions that arose during fiscal 2000.

Other Developments

     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

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<PAGE>
the terms of the Purchase  Agreement,  the Company issued to ULLICO 2,500 shares
of Series B 12% Cumulative  Convertible  Preferred  Stock,  $.001 par value (the
"Series B Preferred Stock"). As a part of the issuance of the Series B Preferred
Stock,  the Company  also issued to ULLICO a detached  ten-year  stock  purchase
warrant to purchase  799,000 shares of Common Stock at an exercise price of $.01
per share (the "Investor Warrant").  The aggregate purchase price for the Series
B Preferred Stock and the Investor Warrant was $2,500,000.  The Company used the
net proceeds to facilitate and expand a program of union labor  manufacturing of
its products,  to repay  certain notes payable and long-term  debt and for sales
and administrative salaries,  product development,  sales and marketing expense,
and other general corporate purposes.

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

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

Products and Features

     The  Company's  Consumer  Products  Division  offers  three  main  lines of
products:  JD Safety Work Jeans,  JD Safety Uniform Pants and JD Rugged 5-pocket
Jeans.  For the fiscal year ended  February  29,  2000,  sales of JD Safety Work
Jeans accounted for  approximately  31% of revenues,  sales of JD Safety Uniform
Pants  accounted for  approximately  54%, and sales of JD Rugged  5-pocket Jeans
accounted for  approximately  15%. For the fiscal year ended  February 28, 1999,

                                       5
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sales of JD Safety Work Jeans accounted for approximately 38% of revenues, sales
of JD Safety Uniform Pants accounted for  approximately  18%, sales of JD Rugged
5-pocket  Jeans  accounted  for  approximately  32% and sales of other  products
accounted for 12%.

     JD SAFETY WORK JEANS.  JD Safety Work Jeans are  constructed of heavy denim
and leather,  designed  for worker  protection,  durability  and comfort and are
machine  washable.   They  are  produced  from  100%  American  made  materials,
manufactured  in America to the  Company's  strict  design  specifications,  and
typically  retail in the $35 to $45 price range. The Company's sales to catalogs
and retailers  are at a lower than 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 which provides 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) kneepads.  Independent lab tests performed at various times from 1993
through the date of this report have  demonstrated that JD Safety Work Jeans are
more  durable and more  protective  than most  workwear  when  measured  against
accepted  industry  standards.   A  patent  issued  in  1991  protects  specific
functional  properties  of the JD Safety  Work  Jeans.  JD Safety Work Jeans are
offered in fifty-five sizes.

     JD SAFETY UNIFORM PANTS.  JD Safety  Uniform Pants are  cotton/poly  blend,
uniform  style work pants,  which  incorporate  many of the unique  features and
concepts  of JD Safety  Work  Jeans.  JD Safety  Uniform  Pants  were  developed
following  substantial  materials research and testing and are durable enough to
withstand repeated high temperature industrial  laundering.  Like JD Safety Work
Jeans, they are designed for worker protection, durability and comfort. They 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 than
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 such as water, pesticides,  petroleum fuels, and many chemicals commonly
encountered  by industrial  workers.  In addition,  this  sheathing  material is
extremely  durable,  highly  resistant to  abrasion,  punctures  and tears.  The
Company  developed  this  product to meet what it  believes is a large and unmet
need for work clothes with the  protection,  comfort and durability of JD Safety
Uniform Pants.  JD Safety  Uniform Pants are offered in fifty-five  sizes and in
five different colors.

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

Manufacturing and Sources of Supply

     Proprietary  Products.  The  Company's  JD Safety  Work Jeans and JD Safety
Uniform  Pants  are  manufactured  in the  United  States  exclusively  from raw
materials  produced in the United States.  The Company  manufactures some of the
component  parts and  subassemblies;  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.   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  connection  with an  equity
investment by ULLICO,  the Company  began  producing JD Safety Work Jeans and JD
Safety  Work  Uniform  Pants in  contracted  facilities  covered  by  collective
bargaining  agreements.  As a  result,  the  Company  established  manufacturing
relationships  with Fine Vines, Inc. and East Texas Sportswear,  Inc. Fine Vines
has subsequently  discontinued operations. On November 2, 1998 it was determined
that the Company would no longer maintain the production  levels with East Texas
Sportswear.  The Company  shifted a portion of  manufacturing  to Magee  Apparel
Company and continues to use East Texas  Sportswear and Reed to produce  certain
products.

     The Company  believes that its supply  arrangement with a limited number of
manufacturers ensures 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.

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     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
within the United States.

     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 consist of twill
fabrics  (cotton/polyester  blends),  closed cell  polymer foam  padding,  and a
proprietary  mill fabric  sheathing  composed of  commonly  available  products.
Critical  supply  or  single  origins  do not  limit  any of the  principal  raw
materials used by the Company in the manufacture of its products.  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).

     The Company supplies most of the raw materials and components  required for
manufacturing  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 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 the supply of these  materials would have a material
adverse effect on the Company's operations.

Marketing and Sales

     The Company's JD Safety Work Jeans, JD Safety Uniform Pants and its private
label  conventional  workwear  are  marketed  and  sold  through  a  network  of
distributors,  catalog merchants and retail resellers.  Currently, the Company's
marketing and sales efforts are segmented into the following general categories:
(1) direct marketing sales, (2) catalog sales (3) distributor sales, (4) uniform
rental service companies, and (5) retail customers.

     Direct  Marketing  Sales.  The Company  advertises and markets its products
through direct mailings,  participation and exhibition of products at industrial
trade shows and personal  solicitations  at businesses that have been identified
as likely purchasers of the Company's  products and industry  referrals.  In May
and October  1998 and October  1999,  the  Company's JD Safety Work Jeans and JD
Safety  Uniform Pants were  featured in mailers sent by Mason Shoe Company.  The
mailers were included as a companion insert to Mason's own footwear catalog, and
they were  mailed to a  significant  portion of Mason's  retail  customer  base,
approximately 2 million mechanics,  tradesmen and other blue-collar workers. The
Company  maintains a  proprietary  mailing list  derived  from  various  sources
consisting   of  both   established   customers   and  persons   responding   to
advertisements in trade magazines and similar publications.  The Company intends
to continue aggressively pursuing direct marketing opportunities as its customer
base and product line grows.

     Catalog  Sales.  The  Company's JD Safety Work Jeans and JD Safety  Uniform
Pants  are sold to  several  catalog  merchants  for  resale to  consumers.  The
Company's  Proprietary  Safety  Workwear are featured in issues of the JC Penney
Workwear Catalog and Modern Farms. Approximately twenty million copies of the JC
Penney  Catalog  displaying  JD Safety  Work  Jeans  were  mailed in June  1998,
November  1998,  June  1999,  and  November  1999.  Sales to  catalog  merchants
accounted for  approximately  17% of revenues for the fiscal year ended February
29, 2000 and  approximately  28% of revenues for the fiscal year ended  February
28, 1999.

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

     Uniform Rental Service Customers. The Company's JD Safety Uniform Pants are
sold to several  leading uniform rental  companies  throughout the United States
and Canada.  During the fiscal year ended  February 28, 1999,  the Company began
working with UniFirst  Corporation to develop a joint  marketing  program for JD
Safety Uniform Pants utilizing UniFirst's hundreds of sales  representatives and
thousands of uniform route drivers.  Sales to uniform  rental service  customers
accounted for  approximately  17% of revenues for the fiscal year ended February

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29, 2000 and  approximately  13% of revenues for the fiscal year ended  February
28, 1999.  Initial  negotiations  have begun with these customers to license the
patents owned by the Company for  manufacturing at these customers'  facilities.
These programs would substantially reduce the cost to these customers, even with
the royalty to be provided to the Company and would also allow for the expansion
of their  markets  because of the  reduction  in price then  available  to their
rental customers.  JD American Workwear, Inc. would be able to purchase garments
to meet other sales demands and would also allow these manufacturing  facilities
to direct ship the product to the end user.

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

Competition

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

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

Patents and Proprietary Rights

     The Company's  first patent,  U.S.  Patent No.  5,038,408,  covers  certain
functional  features of the JD Safety Work Jeans.  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.  The  functional
features of the jeans and pants on which  patent  protection  has been  granted,
include  wear and  protective  abrasion-resistant,  reinforcing  panels that are
strategically positioned onto work pant garments in the seat and knees. The wear
and abrasion resistant panels are formed of specially fabricated materials.  The
Uniform Patent expires in the year 2008.

     On August 29, 2000, U.S. Patent No.  6,108,819 was issued covering  certain
functional  features to be incorporated  in its new product,  the JD Safety Back
Brace Pants.  The patented  features relate to the design of the back brace, its
detachable  feature,  and its coupling  mechanism for attaching the brace to the
pant.  While the patents offer a certain degree of  protection,  there can be no
assurance  that they will  provide the Company with any  meaningful  competitive
advantage.

Research and Development

     The  Company  continues  to develop  new  proprietary  and  non-proprietary
products to add to its product line. During fiscal 1999, in response to customer
requests,  the Company developed a tanning process to incorporate blue and other
color leather  sheathing into the JD Safety Work Jean without  compromising  the
durability and washability of the traditional brown leather sheathing  products.
The Company has also developed,  and is beginning to market, a line of gardening
pants for the professional and recreational  landscaper and a line of children's
wear.  Each of these lines will  incorporate  the Company's  proprietary  safety
features.  During fiscal 1999,  the Company  expended  approximately  $53,000 on
research and  development  activities.  There were no research  and  development
expenditures in fiscal 2000.

                                       8
<PAGE>
Customer Dependence

     For fiscal 2000, the Company's  largest  customers each  representing  more
than 10% of sales accounted for $87,359,  or 32%, of the Company's sales.  These
customers  were JC Penney with sales of $38,172  (14%) and UniFirst  Corporation
with sales of $49,187 (18%). For fiscal 1999, the Company's  customers who sales
exceeded  10% of the  Company's  sales  were JC Penney  with  sales of  $285,689
(29.2%),  UniFirst  Corporation  with sales of $153,383 (16.5%) and Payless with
sales of $123,060 (12.9%).

Seasonality

     The Company's  business  traditionally  has been subject to seasonal trends
based upon  climate.  Sales  volumes  for JD Safety  Work Jeans have been higher
during  the fall and  winter  seasons  and lower  during  the  spring and summer
seasons because the highly durable denim in JD Safety Work Jeans is heavier (and
consequently  warmer) than the materials used in conventional work jeans.  Sales
of JD Safety  Uniform  Pants and the  conventional  workwear  now offered by the
Company are less  sensitive  to the  seasonal  trends that affect JD Safety Work
Jeans.

Employees

     At  September 1, 2000,  the Company and its  subsidiaries  had  twenty-four
employees  devoting full-time hours, six part time employees and six contractors
or commission  representatives.  Of these workers, six are performing executive,
management and marketing functions,  four are performing  accounting,  financial
and office functions,  and one is performing order fulfillment  functions,  five
provide sales  functions  and the  remainder  provide  support,  maintenance  or
fulfill shop operation requirements.

Certain Considerations - Factors that May Affect Results

     THIS REPORT ON FORM 10-KSB,  OTHER  DOCUMENTS OF THE COMPANY AND STATEMENTS
MADE BY MEMBERS OF THE  MANAGEMENT  OF THE COMPANY  MAY CONTAIN  FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND  UNCERTAINTIES.  THE COMPANY'S  ACTUAL RESULTS
COULD  DIFFER  MATERIALLY  FROM  THOSE  ANTICIPATED  IN  THESE   FORWARD-LOOKING
STATEMENTS.

     ACCUMULATED DEFICIT AND OPERATING LOSSES AND ANTICIPATED CONTINUING LOSSES;
EXPLANATORY  LANGUAGE IN AUDITOR'S REPORT REGARDING ABILITY TO CONTINUE AS GOING
CONCERN.  The  Company  had an  accumulated  deficit  at  February  29,  2000 of
$8,263,003 and incurred a net loss to common  shareholders of $2,467,929 for the
year ended  February  29,  2000.  At  February  28,  1999,  the  Company  had an
accumulated  deficit of  $6,314,242,  as  restated,  and  incurred a net loss to
common shareholders,  as restated, of $2,244,812 for the year ended February 28,
1999.  Because  the  Company  is  changing  its  method of  marketing  and order
fulfillment,  it is expected  that the Company will  continue to sustain  losses
from its clothing  subsidiary for part, if not all, of the year ending  February
28, 2001, and perhaps thereafter. The Company had significant negative cash flow
from  operations  during each of the years ended  February 29, 2000 and February
28, 1999. The Company's financial statements are presented on the basis that the
Company is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the ordinary  course of business.  The reports of
the Company's auditors concerning the Company's financial statements for each of
the two years ended February 29, 2000 and February 28, 1999, include explanatory
paragraphs expressing substantial doubt with respect to the Company's ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

     NEED FOR ADDITIONAL FINANCING. Cash flow from operations and the investment
by ULLICO provided for working capital needs and principal payments on long-term
debt through most of fiscal 2000. However,  the Company will be required to seek
additional financing to provide for working capital needs and principal payments
on long-term debt during fiscal 2001 to meet its business strategy. There can be
no assurance  that  financing  will be  available  to the Company on  acceptable
terms, if at all.

     MANUFACTURING AND DISTRIBUTION RISKS.  Although the Company has established
numerous  customer  relationships  as well as  relationships  with suppliers and
manufacturers to conduct operations at higher unit volumes,  difficulties may be

                                       9
<PAGE>
experienced in inventory management,  product distribution and other areas until
the  Company's  operations  have been scaled up for a period of time.  Since the
Company entered into  manufacturing  arrangements with Fine Vines and East Texas
Sportswear,   difficulties  including  production  delays  and  quality  control
problems have been encountered.  The Company has switched  manufacturers on four
occasions  during its history,  due to the following  factors:  1) the Company's
capital  constraints in meeting minimum production levels, 2) the manufacturer's
quality control problems,  3) the need to maintain  compliance with the terms of
the ULLICO  transaction and 4) a manufacturer  discontinued  operations.  Two of
these past incidents resulted in an inventory shortage, which adversely affected
the  Company's  operations.  Stockholders  should  be aware  that  unanticipated
problems,  many  of  which  may  be  beyond  the  Company's  control,  could  be
encountered.  These  include,  but  are not  limited  to,  product  development,
marketing and customer support problems, increased competition, new manufacturer
learning curve, and lack of credibility with suppliers and customers.  Moreover,
due the limited and sporadic nature of the Company's  production runs, it is not
feasible for the Company to expect vendors to react quickly,  efficiently and on
a  cost-effective  basis to the Company's  production  demands.  There can be no
assurance that the Company's products will achieve broad based market acceptance
or that in view of the extensive manufacturing,  sales and marketing and general
overhead  costs  expected  to be incurred  by the  Company,  that any sales will
result in positive cash flow or profitable operations.

     LIMITED CUSTOMER BASE;  SEASONALITY.  A significant amount of the Company's
past sales has been derived from a relatively small number of customers. Failure
of the Company to expand its customer base has had 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 would be somewhat
less sensitive to the seasonal  trends,  which affect JD Safety Work Jeans.  The
Company believes,  therefore, that as its revenue mix changes to include greater
uniform sales volume, overall seasonality will be reduced, but not eliminated.

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

     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  30.39% of the voting 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  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.  Moreover, ULLICO holds Series B
Preferred  Stock,  which is currently  convertible into 641,400 shares of Common
Stock, and holds warrants to purchase 1,032,550 shares of Common Stock. Pursuant
to its agreements  with ULLICO,  in the event the Company does not reach certain
performance  milestones,  the  Series B  Preferred  Stock  held by ULLICO may be
converted  into a greater  number of shares of the  Company's  Common Stock than
provided for upon  conversion if the  performance  targets are met. As a result,
ULLICO  could  potentially  obtain a  substantial  controlling  interest  in the
Company.  There can be no  assurance  that the Company  will be able to meet the
performance targets set forth in the applicable agreements and, therefore, avoid
a possible  change in control of the Company's  capital stock.  Such a change in
control may result in  fundamental  changes to the management of the Company and
the character of its business.

ITEM 2. PROPERTIES

     In December 1998, the Company  purchased the 19,600 square foot building in
Coventry, Rhode Island formerly leased by the Company. The purchase price of the
property was  $145,000,  of which  $125,000 was paid in the form of a promissory
note to the seller  bearing  interest  at 10.5%,  secured  by a mortgage  on the

                                       10
<PAGE>
property.  The  promissory  note  requires  monthly  payments of $2,686.74 and a
balloon  payment of  approximately  $57,934 in January  2002.  The Company is in
default on the note and the entire  principal  balance plus accrued  interest is
due  immediately.  In August 2000,  the Company was notified of the intention of
the  mortgage  holder  on  the  corporate   headquarters  to  begin  foreclosure
proceedings  unless the arrearage of approximately  $32,000 is paid. On June 29,
2000,  the building was sold to the mortgage  holder in a tax sale.  The Company
may  redeem  the  building  by  paying  approximately  $4,200  for the taxes and
required interest prior to six months from the date of the sale.

     Management  believes that its current facility will be satisfactory to meet
the Company's needs for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

     On October  14,  1999,  the  Superior  Court of New Jersey  awarded a final
judgement  of default in favor of the law firm of  Herten,  Burstein,  Sheridan,
Cevasco,  Bottinelli  & Litt,  LLC due the  failure  of the  Company  to pay the
plaintiff approximately $54,000 for legal services received.

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,  through the solicitation
of proxies or otherwise.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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

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

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

     The  closing  bid price of the  Company's  Common  Stock as reported by the
OTCBB was $.625 on September 12, 2000.

Holders

     As of September 12, 2000 there were approximately 328 record holders of the
Company's Common Stock.

                                       11
<PAGE>
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. 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.

Delisting of Securities

     On September 12, 2000, the Company's  common stock was removed from trading
on the  OTC  Bulletin  Board  System  because  of its  non-compliance  with  the
requirement to timely file its annual report on Form 10-KSB.

Recent Sales of Unregistered Securities

     In  September  2000,  25,000  common  shares were  issued to  International
Commerce and Finance,  Inc. to secure the option  agreement signed in June 2000.
These  shares were issued with  reliance on an exemption  from the  registration
requirements provided for in Section 4(2) of the Securities Act of 1933.

     In June 2000, 9,800 shares of Series C 6% Convertible  Preferred Stock were
issued in conjunction with the acquisition of Patina  Corporation.  These shares
were issued with  reliance on an exemption  from the  registration  requirements
provided for in Section 4(2) of the  Securities  Act of 1933.  These shares were
issued ratably to the holders of record of Patina Corporation on June 1, 2000.

     On May 19, 2000, Mission Bay Consultants,  Inc. exercised stock options for
the  purchase of 10,000  common  shares and warrants for the issuance of 150,000
shares of common  stock for the sum of $30,000.  These grants were made on March
3, 2000.  The stock  options were  granted  under the 1995 Stock Option Plan and
were  issued as free-  trading  shares  pursuant to a  registration  on Form S-8
previously completed for all shares authorized under the plan. The warrants were
granted  with  reliance  on an  exemption  from  the  registration  requirements
provided for in Section 4(2) of the Securities Act of 1933.

     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 as provided in Section 4(2)
of the Securities Act of 1933, and Rule 506 hereunder. 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.

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

     THIS REPORT ON FORM 10-KSB,  OTHER  DOCUMENTS OF THE COMPANY AND STATEMENTS
MADE BY MEMBERS OF THE  MANAGEMENT  OF THE COMPANY  MAY CONTAIN  FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND  UNCERTAINTIES.  THE COMPANY'S  ACTUAL RESULTS
COULD  DIFFER  MATERIALLY  FROM  THOSE  ANTICIPATED  IN  THESE   FORWARD-LOOKING
STATEMENTS.

Results of Operations

     Since its  inception,  the  Company  has been  involved  in the  design and
development  of its products,  the  development  of  relationships  with various

                                       12
<PAGE>
suppliers  and  manufacturing  contractors  and the  marketing  of its  products
through various  distribution  channels.  The first  commercial  shipments of JD
Safety  Work  Jeans  were  made in  September  1993,  and the  first  commercial
shipments of an early version of JD Safety  Uniform Pants were made during 1995.
Following the Company's  initial  public  offering in January 1996,  the Company
significantly  increased its expenditures for inventory,  salaries,  advertising
marketing  and other costs in attempt to increase  its level of  production.  In
March 1996,  relatively small quantities of a later version of JD Safety Uniform
Pants were sold, and this version became the working prototype for the JD Safety
Uniform Pants currently manufactured by the Company.

     The Company's  losses to date have  principally  been the result of product
design, testing and development expenses, marketing expenses, initial production
and administrative  costs,  professional fees and the write down of inventory to
net realizable  value in fiscal 2000. Most of the losses in fiscal 2000 and 1999
are a result of the  failure  of the  union-made  marketing  program  to produce
sales.  In addition,  the Company  incurred  higher than expected costs of goods
sold resulting from the low level of production (and  commensurately  low volume
of raw materials purchases).

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

     Historically,  the Company used a team of independent sales representatives
and sales agents to generate sales.  During fiscal 2000, all marketing personnel
were terminated because the Company's sales did not provide sufficient cash flow
to pay their salaries.

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

FISCAL YEAR 2000 COMPARED TO FISCAL YEAR 1999

     Net sales decreased to $272,065 for the fiscal year ended February 29, 2000
from  $953,430,  as  restated,  for the fiscal year ended  February  28, 1999, a
decrease of $681,365 or 71.4%.  This decrease was  principally  attributable  to
decreased  marketing  efforts and the failure of the Company's  sales program to
union membership. In fiscal 1999, sales included significant inventory purchases
by JC Penney,  Cintas,  and UniFirst.  However,  in fiscal 2000,  sales to these
customers were substantially  reduced as they included only reorders and fill-in
special orders. The Company spent the majority of late fiscal 1999 and the first
half of fiscal 2000 in marketing efforts targeted to union locals and affiliates
around the country.  The failure of this  marketing  program  resulted in dismal
sales, a loss of Company focus and the  expenditure of a significant  portion of
the funds received from ULLICO.  The Company  terminated the marketing  staff in
the third  quarter of fiscal  year 2000,  as no capital  was  available  for any
further efforts.

     Gross  profit  decreased  to $72,742  for  fiscal  2000 from  $194,187,  as
restated,  for fiscal  1999,  a decrease  of  $121,445  or 62.5%.  Gross  profit
increased as a percentage of sales to 26.7% from 20.3%.

     Selling,  general and  administrative  expenses decreased to $1,432,966 for
fiscal  2000 from  $1,945,953  for the fiscal  1999,  a decrease  of $512,987 or
26.3%.  The  decrease  was  attributable,  in part,  to a reduction in marketing
expenses of $118,678, a decrease in employee compensation expense of $152,609 as
a result of the reduction in staff,  and decreased  consulting and  professional
fees of $46,203, as management sought to reduce overall expenses.

     During the fourth quarter of fiscal 2000,  inventory adjustment of $531,438
was charged to operations to reflect the reduction of the inventory value to net
realizable value due to the failure of the Company's marketing program in fiscal
2000.

     Interest  expense  decreased  to $57,816 for fiscal  2000 from  $88,910 for
fiscal 1999, a decrease of $31,094 or 34.9%. The decrease in interest expense is
primarily due to the reduction of long-term debt through conversions into common
stock and a reduction in notes payable.

                                       13
<PAGE>
     The Company's net loss to common  shareholders  increased to $2,467,929 for
fiscal 2000 from a net loss to common  shareholders of $2,244,812,  as restated,
for fiscal 1999, an increase of $223,117 or 9.9%.  This increased loss is mainly
attributable  to  higher   accretion  and  dividends  on  preferred  stock,  the
substantial  decline in sales, and the impairment of inventory to net realizable
value.

RESTATED FISCAL YEAR 1999 COMPARED TO FISCAL YEAR 1998

     Net sales  increased  to $953,430,  as restated,  for the fiscal year ended
February 28, 1999 from $482,880 for the fiscal year ended  February 28, 1998, an
increase of $470,550,  or 97.4%.  This increase was  attributable to higher unit
sales volumes  generated by the Company's  expanded in-house sales and marketing
team as well as the  increased  focus on retail and brand  awareness  of Company
products.

     Gross  profit  decreased to  $194,187,  as  restated,  for fiscal 1999 from
$236,986 for fiscal 1998, a decrease of $42,799, or 18.0%. The decrease in gross
profit is primarily  due to the decrease in the gross profit on certain sales to
catalog merchants and rental customers.

     Selling, general and administrative increased to $1,945,953 for fiscal 1999
from $1,229,214 for fiscal 1998, an increase of $716,739,  or 58.3%. The Company
incurred   significantly  higher  marketing  and  promotional  expenses  due  to
increased   participation   in  trade  shows  and  travel   activity.   Employee
compensation  rose with the addition of three sales staff members and additional
support staff.  Consulting  expenses and  professional  fees increased in fiscal
1999 as management  sought  outside  assistance in developing  and  implementing
management, sales and marketing, public relations and brand awareness programs.

     Interest  expense  decreased  to $88,910 for fiscal 1999 from  $169,881 for
fiscal 1998, a decrease of $80,971,  or 47.6%.  The decrease in interest expense
is primarily  due to the  reduction of long-term  debt through  conversion  into
common stock that  occurred  during  fiscal 1999.  During  fiscal 1999,  Company
converted approximately $480,000 long-term notes plus accrued interest to common
stock.

     The Company's net loss to common  shareholders  increased to $2,244,812 for
fiscal  1999 from a net loss to common  shareholders  of  $1,162,109  for fiscal
1998,  an  increase  of  $1,082,703,  or 93.1%.  This  increased  loss is mainly
attributable to higher marketing, employment and consulting expenses.

Liquidity and Capital Resources

     During the fiscal years ended  February 29, 2000 and February 28, 1999, the
Company  used net cash for  operating  activities  of $263,693  and  $2,067,482,
respectively.  Accounts receivable, following a year of weak sales, decreased to
$48,856 at February  29, 2000 from  $478,700 at February 28, 1999, a decrease of
$429,844,  or 89.7%.  Inventory  decreased to $925,844 at February 29, 2000 from
$1,437,212 at February 28, 1999, a decrease of $511,368,  or 35.5%. The decrease
in inventory  is primarily  due to the write down to the lower of cost or market
based on the financial projections of the Company for fiscal 2001.

     During   fiscal  2000  and  1999,   the  Company  used  funds  for  capital
expenditures  of $3,084 and  $109,334,  respectively.  During  fiscal 1999,  the
Company updated its computer  network,  added additional  sewing capacity in its
Coventry location and added three new vehicles to support the union program.

     During fiscal 2000, notes totaling  $12,500,  plus accrued  interest,  were
converted into 3,788 shares of common stock.  During fiscal 1999, notes totaling
$480,000,  plus accrued  interest,  were converted into 153,221 shares of common
stock.

     Cash  flows from  operations  and the  investment  by ULLICO  provided  for
working capital needs and principal payments on long-term debt through the third
quarter of fiscal 2000. However, the Company will be required to seek additional
financing  to provide  for  working  capital  needs and  principal  payments  on
long-term debt during fiscal 2001. Also,  additional  capital may be required if
adequate  levels of revenue are not  realized.  There can be no  assurance  that
financing will be available to the Company on acceptable terms, if at all.

                                       14
<PAGE>
     Inflation  is  not  expected  to  have a  major  impact  on  the  Company's
operations.

Year 2000 Issue

     The Company has not experienced any adverse  consequences  due to year 2000
considerations.

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

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

     The  report  on  the  Registrant's  financial  statements  prepared  by BDO
Seidman, LLP for fiscal year ended February 28, 1998 contains no adverse opinion
or disclaimer  of opinion and was not  qualified or modified as to  uncertainty,
audit  scope  or  accounting  principles,   except  for  the  qualification  and
modification related to the Company's ability to continue as a going concern.

     During the fiscal years ending February 28, 1997, February 28, 1998 and the
subsequent interim period,  there were no disagreements with BDO Seidman, LLP on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure,  or  auditing  scope or  procedure,  which,  if not  resolved to the
satisfaction  of them,  would have caused them to make  reference to the subject
matter  of the  disagreement  in  connection  with  its  report  on the  audited
financial statements

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

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

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

     The  Registrant  requested  that BDO Seidman,  LLP furnish it with a letter
addressed to the  Securities  and Exchange  Commission  indicating  whether they
agreed with the  statements  made by the  Registrant in response to this Item 8,
and,  if not,  stating  the  respect in which they do not agree.  A copy of said
letter was filed with the Commission.

     On July 13, 2000 the management of JD American Workwear,  Inc. informed the
auditing firm of Bederson and Company,  LLP that they were  dismissed  effective
immediately.  This  action was taken by the Board of  Directors  of the  Company
after disagreements over internal control,  which included the lack of attention
to the general ledger caused by a delay in replacing the Chief Financial Officer
and the treatment of certain  contingent  or  consignment  sales  issues;  audit
documentation  requirements;  and the schedule for completing the current fiscal
year audit.  On July 14, 2000 Bederson and Company LLP informed the Company that
it had become aware of material  errors in, and was withdrawing its report dated
June 7, 1999 on, the Company's financial  statements for the year ended February
28, 1999.  Bederson  and Company LLP also stated that it was not  currently in a
position to reaudit and reissue its report on the Company's financial statements
for the year ended  February  28, 1999  because of a lack of  independence.  The
independence  issue  was  subsequently  rectified  as of  August  18,  2000  and
accordingly Bederson has reissued its report dated June 7, 1999, except for Note
12, which is as of September 27, 2000, on the Company's financial statements for
the year ended February 28,1999,  which report contains  explanatory  paragraphs
regarding the  correction of errors and expressing  substantial  doubt about the
Company's ability to continue as a going concern.

                                       15
<PAGE>
     The  auditing  firm of Bella,  Hermida,  Gilman,  Hancock  and  Mueller was
engaged on July 14, 2000 to audit the  Company's  financial  statements  for the
year ended February 29, 2000.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Company's executive officers and directors are as follows:

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

Robert E. Maxwell          65      Senior Vice President and Director

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

Elizabeth Cotter           38      Director

Camille Barbone            48      Secretary and Director

Daniel L. Hefner           50      Vice President and Director

Herb Canapary              67      Director

     Mr. DeBaene is the founder of the Company and was responsible for obtaining
the patent on the original  Jaque  Dubois  Construction  Jean.  He has served as
President,  Chief  Executive  Officer and Chairman of the Board since May, 1991,
Mr.  DeBaene is  responsible  for all executive  level  functions  regarding the
Company's  operations,  and he also  shares  responsibility  for  raw  materials
sourcing  and  procurement,  manufacturing  arrangements,  product  development,
marketing and sales.  For 14 years,  prior to founding the Company,  Mr. DeBaene
was the  owner and  foreman  of a  construction  company  headquartered  in West
Warwick,  Rhode  Island.  Mr.  DeBaene  is also the  Chairman  of the  Board and
President of Open Door Online, Inc (OTCBB: NTER) and has served in this position
since October 1997.

     Mr.  Maxwell  has been the Senior  Vice  President  and a  Director  of the
Company since June 2000.  Mr.  Maxwell is also the Chief  Operating  Officer and
General Manager of International Machine and Welding,  Inc., a recently acquired
subsidiary  of the Company.  He was the  owner/operator  of Florida  Machine and
Welding, Inc., located in Bartow,  Florida, for the past 23 years until the sale
of its assets in June 2000.  During the past 31 years Mr.  Maxwell also operated
Florida  Equipment  and  Service,  Inc.,  an  independently  owned  construction
equipment  sales and service  organization.  Mr. Maxwell has been an officer and
director of two  corporations  which each filed for Chapter 11 protection  under
the U.S. Bankruptcy Code. Florida Equipment and Service,  Inc. was liquidated in
August 1999 and Florida Machine and Welding, Inc. had its plan of reorganization
confirmed in May 2000.

     Mr.  Birmingham has been the Chief Financial  Officer since January 2000, a
director since March 2000, and Chief Operating  Officer and Treasurer since June
2000.  He has served as President of Patina Corp.  since its  inception in April
1999.  From  September  1998 to January  1999,  Mr.  Birmingham  served as Chief
Financial Officer of Mediforce, Inc., a medical products company. Mr. Birmingham
was Chief  Financial  Officer for General  Environmental  Technologies,  Inc., a
holding company for three demolition  companies,  from January 1998 to September
1998.  From  November  1995 to August  1997,  he served as  President  and Chief
Financial Officer for Westmark Group Holdings,  Inc. (Nasdaq Small Cap: WGHI), a
holding  company for wholesale  mortgage  companies.  In addition,  he served as
President of Heart Labs of America,  Inc. (NMS: CYBR) from November 1995 to June
1996. Mr.  Birmingham was President of Budget Services and provided  accounting,
tax and financial  planning  services from  September  1986 to July 1997. He has
also served as Chief Financial  Officer and Director,  since March 2000, of Open
Door Online, Inc.

     Ms. Cotter has been a Director  with the Company  since January 1991.  From
1989 to 1991, Ms. Cotter was a mortgage  consultant for Providence Funding Corp.

                                       16
<PAGE>
From March 1985 to 1989,  she 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.

     Ms.  Barbone has served as Secretary and Director  since March 1, 2000. She
has been  involved in the music  industry  for over  twenty-two  years.  She has
discovered, developed and managed many significant artists. From January 1995 to
March 1999,  Ms. Barbone owned August Artist  Management,  where she has managed
several music artists. She also produced the Gospel segment of Woodstock `94 for
a crowd of  350,000.  She has  lectured  throughout  the  country  at  seminars,
workshops  and  conventions  and  has  been  interviewed  by  major  newspapers,
magazines and television specials such as 20/20,  Entertainment  Tonight and Fox
News.  Ms. Barbone also serves as Chief  Operating  Officer and Director of Open
Door Online, Inc. (OTCBB: NTER).

     Mr. Hefner has been the Vice  President and Director  since June 2000.  Mr.
Hefner also serves as President of  International  Commerce and Finance,  Inc. a
holding company for manufacturing  and high tech companies.  Mr. Hefner has been
active for the past ten years as an  independent  consultant to  individuals  or
business  seeking to begin  operations  or to create  turn  arounds of  existing
business.  During the same period,  Mr. Hefner also operated his own independent
real estate brokerage operation where he served as President and Chief Executive
Officer.  During 1999,  Mr.  Hefner was Chief  Operating  Officer for  Chronicle
Communications, Inc. (OTCBB: CRNC), a Tampa based printer.

     Mr.  Canapary  has served as a director  since April 1998,  pursuant to the
Securities  Purchase  Agreement  dated April 9, 1998,  with The Union Labor Life
Insurance  Company.  Mr. Canapary has been employed by ULLICO, for 17 years, and
presently serves as ULLICO's Vice-President of Investments.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  directors and executive  officers,  and persons who  beneficially own
more than ten percent of the Company's Common stock, to file with the Securities
and  Exchange  Commission  (the "SEC")  reports of ownership of Common Stock and
other equity  securities in the Company.  Officers,  directors and more than ten
percent stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) reports they file. Since the Company  currently does
not have a class of equity securities  registered  pursuant to Section 12 of the
Exchange Act, there is no obligation upon the Company's officers,  directors and
10% or greater  stockholders to file any such reports  pursuant to Section 16(a)
of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION

     The  following  table  sets  forth a summary  for the  fiscal  years  ended
February 29, 2000,  February 28, 1999, and 1998,  respectively,  of the cash and
non-cash   compensation  awarded,  paid  or  accrued,  by  the  Company  to  all
individuals serving as the Company's 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

                                     Annual           Long-Term
                                  Compensation      Compensation
Name and               Fiscal   ----------------     Options by      All Other
Principal Position      Year     Salary    Bonus    No. of Shares   Compensation
------------------      ----     ------    -----    -------------   ------------
David N. DeBaene,       2000    $145,769    $ 0        25,000           $ 0
President and CEO       1999     125,000      0             0             0
                        1998     105,000      0             0             0

     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 of  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.

                                       17
<PAGE>
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 years and is thereafter  renewable for additional periods of
three-years, unless the Company gives notice to the contrary. In accordance with
his  agreement  with the  Company,  Mr.  DeBaene's  first  year base  salary was
$65,000,  increasing annually thereafter in $20,000 increments. In addition, Mr.
DeBaene is entitled to receive an annual cash bonus based upon a  percentage  of
the Company's  pre-tax income 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  provides  for the  payment  of  severance  compensation  of
$250,000 in the event that at any time during the term thereof, the agreement is
terminated by the Company  without cause, or terminated by the employee due to a
change in control. The Company believes that the change in control provisions in
this agreement may tend to discourage attempts to acquire a controlling interest
in the  Company  and may  also  tend to make  the  removal  of  management  more
difficult;  however,  the Company believes such provisions  provide security and
decision-making independence for its executive officers.

     On January 1, 2000,  the prior  agreement  was cancelled and a new contract
signed  providing  for a  five-year  term  expiring on December  31,  2004.  The
contract  automatically renews in five years absent any notice 180 days prior to
the end of the term. The base salary of $150,000  increases on each  anniversary
at a rate of 13% over the prior year's  salary.  Mr.  DeBaene was granted 25,000
options upon signing at an exercise  price of $1.59,  which was in excess of the
$1.30  price  per  share  on the  nearest  trading  date to the  signing  of the
contract.  The contract  further provides for bonuses on the net pre-tax profits
of the  Consumer  Products  Division at 4% of the profit of the  division if the
profit is less than $2,500,000 and increasing ratably to a maximum of 10% if the
profit exceeds $5,000,001.

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

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

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

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.

                                       18
<PAGE>
Compensation Committee

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

Stock Option Plan

     THE 1995 STOCK  OPTION  PLAN.  The  Company's  1995 Stock  Option Plan (the
"Plan")  adopted by the Company's Board of Directors in February 1995 and by the
stockholders  in July 1995  provides for the  issuance of options 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
Compensation  Committee  of the Board of  Directors  administers  the Plan.  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  (including 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.  At February
28, 1999, approximately 20 persons were eligible to receive ISOs under the Plan.

     OPTIONS.  The  Committee is empowered  to determine  the exercise  price of
Options  granted under the Plan, but the exercise price of ISOs must be equal to
or greater than the fair market value of a share of Common Stock on the date the
Option is granted  (110% with respect to option  holders 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 Option  holders 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).

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

<TABLE>
<CAPTION>
                        Number of        % of Total
                        Securities      Options/SAR's
                        underlying       Granted to      Exercise or
                       Options/SAR's    Employees in        Base
Name                      Granted       Fiscal Year      Price ($/Sh)     Expiration Date
----                      -------       -----------      ------------     ---------------
<S>                        <C>              <C>             <C>          <C>
David N. DeBaene           25,000           50.0            $1.59        December 31, 2004
Norman J. Birmingham       25,000           50.0            $1.59        December 31, 2004
</TABLE>

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

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

                                       19
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of September 12, 2000 certain information
regarding the ownership of the Company's  securities by (i) each person known by
the  Company  to be the  beneficial  owner of more  than 5% of any  class of the
Company's voting securities, (ii) each of the Company's directors, and (iii) all
of the  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 can 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.

Name and Address or                Amount and Nature of               Percentage
  Number in Group                Beneficial Ownership (1)              of Class*
  ---------------                ------------------------              --------
David N. DeBaene             Common Stock           787,173 (2)         26.38%
46 Old Flat River Road       Series A Preferred           0                **
Coventry, RI                 Series B Preferred           0                **
                             Series C Preferred         400              4.08%

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

Norman J. Birmingham         Common Stock            25,000 (7)            **
46 Old Flat River Road       Series A Preferred           0                **
Coventry, RI                 Series B Preferred           0                **
                             Series C Preferred       1,000             10.20%

Herbert Canapary             Common Stock                 0 (4)            **
111 Massachusetts Ave.       Series A Preferred           0 (4)            **
Washington, DC               Series B Preferred           0                **

Daniel L. Hefner             Common Stock                 0                **
46 Old Flat River Road       Series A Preferred           0                **
Coventry, RI                 Series B Preferred           0                **
                             Series C Preferred         300              3.06%

All Officers and Directors   Common Stock           824,673 (7)(2)(4)   27.63%
As a Group (7 persons)       Series A Preferred           0                **
                             Series B Preferred           0                **
                             Series C Preferred       1,700             17.35%

Other 5% Stockholders

Joseph Lussier               Common Stock           191,158 (5)          6.40%
1645 Warwick Avenue
Warwick, RI 02886

Merit Capital Assoc, Inc.    Series A Preferred          20             13.07%
1221 Post Road
Westport, CT

                                       20
<PAGE>
Name and Address or                Amount and Nature of               Percentage
  Number in Group                Beneficial Ownership (1)              of Class*
  ---------------                ------------------------              --------
Gerald Hoak                  Series A Preferred          40             26.14%
1221 Post Road
Westport, CT

ULLICO                       Common Stock         1,673,950 (6)         56.09%
111 Massachusetts Ave        Series B Preferred       3,207            100.00%
Washington, DC

International Commerce       Series C Preferred       8,100             82.65%
and Finance, Inc.
Tampa, FL

(*)  Assumes  2,984,178 shares of Common Stock, 154 shares of Series A Preferred
     Stock,  3,207 shares of Series B Preferred  Stock and 9800 shares  Series C
     Preferred Stock issued and outstanding.

(**) less than 1%

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

(2)  Includes  48,000  shares owned of record by Mr.  DeBaene's  father,  48,000
     shares owned of record by Mr. DeBaene's mother,  and 28,150 shares owned of
     record by Mr. DeBaene's sister and 25,000 options granted in his employment
     contract.  Does not include shares owned of record by Elizabeth Cotter, Mr.
     DeBaene's wife. (3) Ms. Cotter is the spouse of David N. DeBaene.

(4)  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 of Investments.

(5)  Includes all 191,158 time warrants issued.

(6)  Includes  641,400 shares of Common Stock issuable upon conversion of Series
     B Preferred  Stock and PIK Dividends as well as 1,032,550  shares  issuable
     upon exercise of outstanding warrants.

(7)  Includes 25,000 options granted in his employment contract.

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

     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

                                       21
<PAGE>
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  were divided into two classes,  time warrants  which  contain  vesting
provisions  based solely on the  expiration of time, and  performance  warrants,
which contained vesting  provisions based upon the price of the Company's Common
Stock during various periods.  Messrs.  Durkin and Lussier received 136,200 time
warrants and 96,624  performance  warrants  each. As of the date of this report,
none of the performance  warrants  vested and all have expired.  All of the time
warrants  have  vested and are  exercisable.  The  exercise  price of all of the
warrants was  originally  $4.00 per share,  subject to adjustment  under certain
circumstances;  however as a result of the  subsequent  issuance of the Series A
Preferred  and the Series B Preferred  Stock the exercise  price was adjusted to
$2.85 per share and the number of time  warrants  increased  to  191,158  shares
each. Mr. Lussier is and Mr. Durkin was formerly  affiliated  with Merit Capital
Associates, Inc., the underwriter of the Company's Public Offering.

     MISSION BAY CONSULTANTS,  INC. On April 2, 1997, the Company entered into a
one year Consulting  Agreement with Mission Bay  Consulting,  Inc., a management
consulting  and public  relations  firm,  for certain  consulting  services.  In
connection with this  Consulting  Agreement the Company issued to Mission Bay an
option  under the  Company's  1995 Stock Option Plan to purchase an aggregate of
200,000  shares of common  stock,  and also issued 28,000 shares of common stock
under the 1995 Stock  Option  Plan.  The Company  has also  agreed to  reimburse
Mission Bay for 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.  In June 1998, in connection with an additional extension of the term
of the  consulting  agreement  with Mission Bay and an expansion in scope of the
services to be rendered  by said  Mission  Bay,  the Company  issued  options to
purchase an additional 300,000 shares of Common Stock at exercise prices ranging
from $3.25 to $5.75 per share. Of these, options to purchase 100,000 shares have
been  exercised  and options to purchase  150,000  shares have  expired  leaving
50,000 options outstanding and exercisable at February 29, 2000.

Related Party Loans

     As disclosed in the Notes to the financial statements, the Company has from
time to time borrowed money from or loaned money to related parties. At February
29,  2000,  the Company  owed  approximately  $145,000 in the  aggregate  to the
parents of David N.  DeBaene.  These loans bear  interest at the rate of 10% and
will be repaid out of operating cash flow at the rate of $5,500 per month,  when
cash is  available.  In addition,  at February  29,  2000,  David N. DeBaene had
loaned approximately  $35,000 to the Company.  Interest has been imputed on this
loan at 7%.

Stockholders Agreement

     A Stockholders Agreement dated April 9, 1998 was entered into among ULLICO,
the Company, David N. DeBaene, Annette DeBaene, Norman DeBaene, Thomas Lisi, and
Steve Panneton (each, a "Holder").  The Stockholders Agreement provides that the
Company shall have a right of first  refusal  before any Holder may transfer any
shares of Common Stock. 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 (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

                                       22
<PAGE>
to  purchase  any of  ULLICO's  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").

ITEM 13. EXHIBITS 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-1.

(b)      Reports on Form 8-K

     Two  reports  were filed on Form 8-K  during  the fourth  quarter of fiscal
2000.  On  January  11,  2000,  a Form  8-K  was  filed  announcing  the  Patina
Corporation  transaction.  On January 14, 2000,  an  amendment  was filed to the
January 11, 2000 form to include the Patina contract as an exhibit.

                                   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: October 27, 2000                  By: /s/ David N. DeBaene
                                            ------------------------------------
                                            David N. DeBaene, President

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

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

/s/ David N. DeBaene        Chairman of the Board, President    October 27, 2000
-------------------------   and Chief Executive Officer
David N. DeBaene            (Principal Executive Officer)


/s/ Norman J. Birmingham    Chief Operating Officer,            October 27, 2000
------------------------    Treasurer, Chief Financial
Norman J. Birmingham        Officer, and Director
                            (Principal Financial Officer)


/s/ Robert E. Maxwell       Senior Vice President and           October 27, 2000
------------------------    Director
Robert E. Maxwell


/s/ Elizabeth Cotter        Director                            October 27, 2000
------------------------
Elizabeth Cotter


/s/Camille Barbone          Secretary and Director              October 27, 2000
------------------------
Camille Barbone


/s/ Daniel L. Hefner        Vice President and Director         October 27, 2000
------------------------
Daniel L. Hefner


/s/ Herbert Canapary        Director                            October 27, 2000
------------------------
Herbert Canapary


                                       23
<PAGE>
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                              Sequentially
Incorporated Documents                       SEC Exhibit Reference              Numbered
----------------------                       ---------------------              --------
<S>       <C>                                <C>                                <C>
3.1       Certificate of Incorporation       As filed with the Registrant's        N/A
          of the 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             As filed with the Registrant's        N/A
          Registrant issued in the           Form SB-2 on October 27, 1995,
          Registrant's January 1995          File No. 33-98486
          Private Placement

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

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

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

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

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

4.8       Stockholders' Agreement dated      As filed with the Registrant's        N/A
          April 9, 1998.                     Form 10 KSB on June 13, 1999

4.9       Registration Rights Agreement      As filed with the Registrant's        N/A
          dated April 9, 1998                Form 10 KSB on June 13, 1999

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

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

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

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

                                       24
<PAGE>
<TABLE>
<CAPTION>
                                                                              Sequentially
Incorporated Documents                       SEC Exhibit Reference              Numbered
----------------------                       ---------------------              --------
<S>       <C>                                <C>                                <C>
10.3      David N. DeBaene Employment        As filed with the Registrant's        N/A
          Agreement                          Form SB-2 on October 27, 1995,
                                             File No. 33-98486

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

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

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

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

10.11     Employment Agreement with          As filed with Registrant's            N/A
          Norman Birmingham                  Form 10-KSB on June 12, 2000

10.12     Consulting Agreement with          As filed with Registrant's            N/A
          Richard Sullivan                   Form 10-KSB on June 12, 2000

10.13     Consulting Agreement with          As filed with Registrant's            N/A
          Art Lang                           Form 10-KSB on June 12, 2000

10.14     Option to Purchase Businesses      As filed with Registrant's            N/A
          between Registrant and             Form 10-KSB on June 12, 2000
          International Commerce and
          Finance

10.15     Stock Purchase Agreement           As filed with Registrant's            N/A
          between Registrant and             Form 10-KSB on June 12, 2000
          Patina Corporation

16.1      Letter of Bederson and             As filed with Registrant's            N/A
          Company, LLP dated August 2000     Form 8K/A in August, 2000

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

99.2      United States Patent               As filed with Registrant's            N/A
          #5,634,215                         Form 10-KSB June 11, 1998

          As filed herewith

4.13      Certificate of Designation
          Series C Preferred Stock

10.16     Employment Agreement with
          David DeBaene

99.3      United States Patent
          #6,108,819 Back Brace Pants
</TABLE>

                                       25
<PAGE>
                          INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Reports                                                F-2

Balance Sheets                                                               F-4

Statements of Operations                                                     F-6

Statements of Cash Flows                                                     F-7

Statements of Changes in Stockholders' Equity (Deficit)                      F-9

Notes to the Financial Statements                                           F-10

                                       F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


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

We have  audited the balance  sheet of JD  American  Workwear,  Inc. (a Delaware
Corporation) as of February 29, 2000, and the related  statements of operations,
changes  in  stockholders'  equity  (deficit)  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 generally accepted auditing standards.
Those statements require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit also includes  assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.  We believe  that our audit  provides  for a
reasonable basis for our opinion.

In our opinion,  the 2000 financial statements referred to above present fairly,
in all material respects,  the financial position of JD American Workwear,  Inc.
as of February 29, 2000,  and the results of its  operations  and its cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  existing  conditions raise  substantial  doubt about the
ability  of  JD  American  Workwear,  Inc.  to  continue  as  a  going  concern.
Management's  plans  regarding  those  matters also are described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

Respectfully submitted,

/s/ BELLA, HERMIDA, GILLMAN, HANCOCK & MUELLER


Certified Public Accountants
Plant City, Florida
September 27, 2000

                                       F-2
<PAGE>
                         REPORT OF INDEPENDENT AUDITORS


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

We have  audited the  accompanying  balance  sheet (as  restated) of JD American
Workwear,  Inc.  as  of  February  28,  1999,  and  the  related  statements  of
operations,  stockholders' equity (deficit) and cash flows (as restated) 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 generally 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  principles  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 1999 restated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of JD  American
Workwear,  Inc. as of February 28, 1999,  and the results of its  operations and
its cash flows for the year then ended in  conformity  with  generally  accepted
accounting principles.

As more fully discussed in Note 12 to the financial  statements,  certain errors
regarding the 1999  financial  statements  were  discovered by management of the
Company,   including  among  other  things,  certain  errors  regarding  revenue
recognition and the related net sales, cost of goods sold,  accounts  receivable
and inventory,  and certain errors  regarding  accounting for Series B mandatory
redeemable preferred stock. Accordingly, the 1999 financial statements have been
restated and adjustments made to correct these errors.

The  accompanying  1999  financial  statements  have been prepared  assuming the
Company will continue as a going concern.  However,  through  February 28, 1999,
the Company  experienced  substantial  losses and as of February 28, 1999 had an
accumulated deficit of $6,314,242,  as restated, has not paid all obligations as
they  became  due and  expects to incur  additional  losses  before it  achieves
profitable  operations.  These  conditions  raise  substantial  doubt  about the
Company's ability to continue as a going concern.  Management's plans in regards
to this matter were  discussed in Note 1 (which is not presented  herein) to the
1999  financial  statements.   The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ BEDERSON & COMPANY, LLP

West Orange, New Jersey
June 7, 1999, except for Note 12,which is as of September 27, 2000

                                       F-3
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                                 BALANCE SHEETS


                                                   February 29,    February 28,*
                                                       2000           1999
                                                    ----------      ----------
Current Assets:
  Cash and cash equivalents                         $   11,523      $  174,472
  Accounts receivable,
    net of allowances of $10,000 (2000)
    and $52,200 (1999)                                  48,856         478,700
  Inventories                                          185,169       1,437,212
  Prepaid expenses                                          --           2,929
  Loans receivable, employees                            5,020          20,193
                                                    ----------      ----------
Total current assets                                   250,568       2,113,506

  Property and equipment, net                          208,289         269,322
  Intangible assets, net                               174,677         205,988
  Inventory, long term                                 740,675              --
  Other assets                                              --           4,998
                                                    ----------      ----------
TOTAL ASSETS                                        $1,374,209      $2,593,814
                                                    ==========      ==========

* As Restated

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

                                       F-4
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                           BALANCE SHEETS (CONTINUED)


                                                     February 29,  February 28,*
                                                        2000           1999
                                                     -----------    -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Current portion of long-term debt                  $   380,168    $   306,674
  Accounts payable                                       361,381        255,073
  Accrued interest on notes payable                       65,359         30,367
  Accrued expenses                                       155,648         29,827
                                                     -----------    -----------
      Total current liabilities                          962,556        621,941

Long-term debt, net of current portion                   135,999        205,756

Mandatory redeemable preferred stock,
  Series B, cumulative and convertible,
  authorized 3,950 shares,$.001 par value,
  2,843 and 2,693 shares issued and
  outstanding, respectively, redemption
  amount $3,039,950 (2000) and
  $2,998,790 (1999)                                    1,906,304      1,387,136

Stockholders' equity (deficit):
  Preferred stock, authorized
  1,000,000 shares, Series A,
  $.001 par value, cumulative and convertible,
  154 and 299 shares issued and outstanding,
  respectively, liquidation preference
  $478,150 (2000)and $747,500 (1999)                          --             --

  Common stock, authorized 7,500,000 shares,
    $.002 par value, issued and outstanding,
    2,750,427 and 2,248,241 shares, respectively           5,501          4,496
  Additional paid-in-capital                           7,116,100      7,021,487
  Common stock receivables                              (489,248)      (332,760)
  Accumulated deficit                                 (8,263,003)    (6,314,242)
                                                     -----------    -----------
  Total stockholders' equity (deficit)                (1,630,650)       378,981
                                                     -----------    -----------
TOTAL LIABILITIES AND
STOCKHOLDERS'EQUITY (DEFICIT)                        $ 1,374,209    $ 2,593,814
                                                     ===========    ===========

* As Restated

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

                                       F-5
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                            STATEMENTS OF OPERATIONS


                                                       For the Year Ended
                                                   ---------------------------
                                                   February 29,    February 28,*
                                                      2000            1999
                                                   -----------     -----------
Net sales                                          $   272,065     $   953,430
Cost of goods sold                                     199,323         759,243
                                                   -----------     -----------
  Gross profit                                          72,742         194,187

Selling, general and administrative expenses         1,432,966       1,945,953
                                                   -----------     -----------
  Loss from operations                              (1,360,224)     (1,751,766)

Provision for loss on inventory                       (531,438)
Interest income                                            717          23,000
Interest expense                                       (57,816)        (88,910)
                                                   -----------     -----------
Net loss                                            (1,948,761)     (1,817,676)

Accretion of discount and dividends on
mandatory redeemable preferred stock                  (519,168)       (427,136)
                                                   -----------     -----------
Net loss to common shareholders                    $(2,467,929)    $(2,244,812)
                                                   ===========     ===========
Net loss per common share                          $     (1.00)    $     (1.08)
                                                   ===========     ===========
Weighted average common shares outstanding           2,466,263       2,069,152
                                                   ===========     ===========

* As Restated

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

                                       F-6
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                            STATEMENTS OF CASH FLOWS


                                                       For the Year Ended
                                                   ---------------------------
                                                   February 29,    February 28,*
                                                      2000            1999
                                                   -----------     -----------
Cash flows from operating activities:
Net loss                                           $(1,948,761)    $(1,817,676)
 Adjustments to reconcile net loss
 to net cash used in
 operating activities:
    Depreciation and amortization                       95,428          76,337
    Securities issued for services                     358,207          17,218
    Increase or decrease in:
      Accounts receivable                              445,017        (275,015)
      Inventories                                      511,368        (379,428)
      Prepaid expenses and other assets                  7,930         261,425
      Accounts payable and accrued expenses            267,118          49,657
                                                   -----------     -----------
Net cash used in operating activities                 (263,693)     (2,067,482)
                                                   -----------     -----------
Cash flows from investing activities:
  Capital expenditures                                  (3,084)       (109,334)
                                                   -----------     -----------
Net cash used in investing activities                   (3,084)       (109,334)
                                                   -----------     -----------
Cash flows from financing activities:
  Exercise of stock options                             85,500         133,250
  Proceeds from short-term loans and notes             132,792         106,530
  Proceeds from sales of preferred stock and
   detachable warrants                                      --       2,333,558
  Principal payments on long-term debt
   and short-term loans                               (114,464)       (238,985)
                                                   -----------     -----------
Net cash provided by financing activities              103,828       2,334,353
                                                   -----------     -----------
Increase (decrease) in cash and
  cash equivalents                                    (162,949)        157,537
Cash and cash equivalents, beginning of year           174,472          16,935
                                                   -----------     -----------
Cash and cash equivalents, end of year             $    11,523     $   174,472
                                                   ===========     ===========

* As Restated

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

                                       F-7
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)


                                                         For the Year Ended
                                                      ------------------------
                                                     February 29,   February 28,
Supplemental cash flow disclosures:                     2000            1999
                                                      ---------      ---------
  Cash paid for interest                              $  18,161      $  71,787
                                                      =========      =========

Supplemental schedule of non-cash investing and financing activities:

  Purchase of property financed by seller             $       -      $ 125,000
                                                      =========      =========
  Securities issued for debt repayment                $  14,592      $ 534,761
                                                      =========      =========
  Securities issued for receivables                   $ 336,450      $ 194,500
                                                      =========      =========
  Securities issued for Series B dividends            $ 150,000      $ 193,000
                                                      =========      =========

* As Restated

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

                                       F-8
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
           FOR THE YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


<TABLE>
<CAPTION>
                                   Common stock      Preferred stock
                                     $.002 Par           $.001 Par      Additional
                                ------------------   ----------------     Paid-in        Stock      Accumulated
                                 Shares     Amount   Shares    Amount     Capital      Receivable     Deficit        Total
                                ---------   ------   ------    ------   -----------    ---------    -----------    -----------
<S>                             <C>         <C>      <C>       <C>      <C>            <C>          <C>            <C>
Balance, February 28, 1998      1,984,899   $3,970      313    $   --   $ 5,046,638    $(315,542)   $(4,496,566)   $   238,500

Issuance of detached warrants
 in connection with sale of
 Series B preferred stock              --       --       --        --     1,540,000           --             --      1,540,000
Shares issued to retire
 11% notes                         97,909      196       --        --       376,744           --             --        376,940
Preferred stock conversion         19,121       38      (14)       --           (38)          --             --             --
Shares issued to retire
 10% notes                         55,312      110       --        --       157,711           --             --        157,821
Options issued for services            --       --       --        --       162,500     (162,500)            --             --
Common share issued for
 services                          50,000      100       --        --        31,900      (32,000)            --             --
Exercise of stock options          41,000       82       --        --       133,168           --             --        133,250
Accretion of discount and
 dividends on mandatory
 redeemable preferred
 stock (as restated)                   --       --       --        --      (427,136)          --             --       (427,136)
Stock receivable paid in
 services                              --       --       --        --            --      177,282             --        177,282
Net loss (as restated)                 --       --       --        --            --           --     (1,817,676)    (1,817,676)
                                ---------   ------   ------    ------   -----------    ---------    -----------    -----------
Balance, February 28, 1999
 (as restated)                  2,248,241   $4,496      299    $    0   $ 7,021,487    $(332,760)   $(6,314,242)   $   378,981
                                ---------   ------   ------    ------   -----------    ---------    -----------    -----------
Shares issued to retire
 11% notes                          3,788        8       --        --        14,583           --             --         14,591
Common shares issued
 for services                      17,500       35       --        --        26,240           --             --         26,275
Common shares issued for
 receivable                       165,000      330       --        --       186,120     (186,450)            --             --
Options issued for services            --       --       --        --         1,000           --             --          1,000
Exercise of stock options         115,000      230       --        --       385,270     (150,000)            --        235,500
Preferred stock conversion        200,898      402      (45)       --          (402)          --             --             --
Accretion of discount and
 dividends on mandatory
 redeemable preferred stock            --       --       --        --      (519,168)          --             --       (519,168)
Contributed capital                    --       --       --        --           970           --             --            970
Stock receivable paid in
 services                              --       --       --        --            --      179,962             --        179,962

Net loss                               --       --       --        --            --           --     (1,948,761)    (1,948,761)
                                ---------   ------   ------    ------   -----------    ---------    -----------    -----------
Balance, February 29, 2000      2,750,427   $5,501      154    $    0   $ 7,116,100    $(489,248)   $(8,263,003)   $(1,630,650)
                                =========   ======   ======    ======   ===========    =========    ===========    ===========
</TABLE>

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

                                       F-9
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 1: THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The Company

     JD American Workwear, Inc. was incorporated in May of 1991. The Company
     designs, markets and distributes commercial and industrial workwear
     throughout the United States.

     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 maturities of
     three months or less, when acquired, to be cash equivalents.

     Inventories

     Inventories are stated at the lower of cost or market. Cost is determined
     on a standard cost basis that approximates the first-in, first-out method.
     Market is determined based on net realizable value. Appropriate
     consideration is given to obsolescence, excessive levels, deterioration and
     other factors in evaluating net realizable value.

     Depreciation and Amortization

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

     Asset Classification             Estimated Useful Lives
     --------------------             ----------------------
     Building                                39 Years
     Furniture and Fixtures                 5-7 Years
     Machinery and Equipment                5-7 Years
     Office Equipment                       5-7 Years
     Trucks and Autos                         5 Years

                                      F-10
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 1: THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Depreciation and Amortization (Continued)

     Patent costs include the direct costs of obtaining the patents. Upon
     issuance of the patent, the costs are capitalized and amortized over the
     estimated useful life of the patent, generally five to seventeen years,
     using the straight-line method.

     Direct costs incurred with the issuance of notes and mandatory redeemable
     preferred stock are deferred and amortized using the effective interest
     method, through the maturity date.

     Revenue Recognition

     Sales are recorded when products are shipped to retail customers.
     Provisions for discounts and rebates to customers, estimated returns and
     allowances and other adjustments are provided for in the same period the
     related sales are recorded. The Company grants certain distributors
     guaranteed rights of return on unsold products. Product revenue on
     shipments to distributors that have rights of return are recognized upon
     sale by the distributor.

     Advertising Costs

     Advertising costs are expensed as incurred and totaled $54,083 and $172,761
     during the years ended February 29, 2000 and February 28, 1999,
     respectively.

     Stock-Based Compensation

     The Company accounts for stock issued to employees as provided in
     Accounting Principles Board Opinion No. 25, whereby compensation expense is
     recorded on the date the options are granted equal to the excess of the
     market price of the underlying stock over the exercise price and provides
     pro forma disclosure of the application of Statement of Financial
     Accounting Standards No. 123.

     Basic and Diluted Loss Per Share

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

                                      F-11
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 1: THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Reclassifications

     Certain reclassifications have been made to the prior year's financial
     statements to conform to the current year presentation.

     Fair Value of Financial Instruments

     At February 29, 2000 and February 28, 1999, the fair values of cash and
     cash equivalents, accounts receivable, and accounts payable approximate
     their carrying value due to their short-term nature. The fair value of debt
     is estimated at its carrying value based upon current rates available to
     the Company.

NOTE 2: GOING CONCERN

     The Company has incurred substantial operating losses since inception.
     During the year ended February 29, 2000, the Company experienced a
     significant loss of sales and major customers, in part, due to its failure
     to meet obligations related to the marketing of its products. Additionally,
     the Company has been unable to meet obligations to its creditors as they
     have become due. These conditions raise substantial doubt about the
     Company's ability to continue as a going concern. The ability of the
     Company to continue as a going concern is dependent on its ability to
     reverse negative operating trends, raise additional capital and obtain debt
     financing.

     Management has revised its approach to marketing its patented workwear
     products to include an emphasis on sales using the Internet, the
     liquidation of overstocked inventory and future sales of product licenses.
     Management believes that its new approach will reduce costs and improve
     profitability in its workwear sales. The Company has also begun expansion
     into other lines of business through acquisitions of, and contracts with,
     other companies in exchange for the Company's stock. Management believes
     that these acquisitions and agreements will provide an increase in revenues
     that will attract additional equity investment and assets that will serve
     as collateral for debt financing.

     However, there can be no assurance that the Company will be able to raise
     capital, obtain debt financing or improve operating results sufficiently to
     continue as a going concern.

                                      F-12
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 2: GOING CONCERN (CONTINUED)

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. These financial statements do not
     include any adjustments relating to the recoverability and classification
     of recorded assets or the amounts and classification of liabilities that
     might be necessary if the Company is unable to continue as a going concern.

NOTE 3: INVENTORIES

     Inventories consist of the following:

                                                   2000          1999
                                                ----------    ----------
          Raw Materials                         $   32,859    $  165,749
          Work-in-process                                         21,496
          Finished Goods, Current Portion          152,310     1,249,967
          Finished Goods, Long Term                740,675
                                                ----------    ----------
                                                $  925,844    $1,437,212
                                                ==========    ==========

     During the fourth quarter of the year ended February 29, 2000, management
     determined that, due to the failure of the Company's marketing programs to
     produce a satisfactory level of sales, inventory contained a significant
     amount of overstocked and obsolete product. As a result, a provision for
     inventory losses of $531,438 was charged to operations to write down
     inventory to its net realizable value. This was based on the Company's best
     estimates of product sales prices in accordance with its revised plans for
     product marketing. Management has also reclassified a portion of inventory
     to long-term assets based on estimates about the timing of product sales
     under the revised plan. It is at least reasonably possible that the
     estimates used by the Company will be materially different from the actual
     results, which could have a materially adverse effect on the Company's
     results of operations and financial condition in the near term. The
     provision and reclassification were necessary because of conditions that
     arose during fiscal 2000.

                                      F-12
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 4: PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

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

                                                       2000          1999
                                                     --------      --------
     Land and Building                               $225,957      $225,957
     Furniture and Fixtures                            25,182        25,182
     Machinery and Equipment                           89,587        86,799
     Office Equipment                                  23,996        23,996
     Trucks and Autos                                  64,720        64,720
                                                     --------      --------
                                                      429,442       426,654
     Less: Accumulated Depreciation                   221,153       157,332
                                                     --------      --------
                                                     $208,289      $269,322
                                                     ========      ========

     Depreciation expense for the years ended February 29, 2000 and February 28,
     1999 was $64,117 and $34,187, respectively.

     Intangible assets, at cost, consists of the following:

                                                       2000          1999
                                                     --------      --------
     Patents                                         $ 70,970      $ 70,970
     Loan Origination Fees                             39,075        39,075
     Organization Costs                                10,500        10,500
     Offering Costs, Debt                             356,005       356,005
                                                     --------      --------
                                                      476,550       476,550
     Less: Accumulated Amortization                   301,873       270,562
                                                     --------      --------
                                                     $174,677      $205,988
                                                     ========      ========

     Amortization expense for the years ended February 29, 2000 and February 28,
     1999 was $31,311 and $36,901, respectively.

                                      F-13
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999

NOTE 5: NOTES PAYABLE AND LONG-TERM DEBT

     The Company's notes payable and long-term debt consist of the following:

                                                          2000           1999
                                                        ---------      ---------
     10.5% mortgage note payable,
       collateralized by the land and
       building, payable in monthly
       installments of $2,687, principal
       and interest, through December
       2001, in default, entire amount due.             $ 112,218      $ 123,407

     10% note payable to the parents of the
       President of the Company, stockholders,
       payable in monthly installments of
       $5,494, principal and interest,
       maturing September, 2002.                          142,004        144,993

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

     Loans from stockholders, interest
       imputed at 7% annually, non-interest
       bearing in 1999.                                   116,701        107,000

     Various loans from individuals, no
       written terms, interest imputed at 7%
       annually.                                           21,500

     Capitalized lease on equipment, monthly
       payments of $291.75, principal and
       interest, in default, entire balance due.            8,744          9,530

     11% convertible subordinated notes due to
       investors, matured September 30, 1998.
       The notes are subordinate in rights of
       payment to all indebtedness of the Company
       outstanding as of August 15, 1995 or to
       be incurred in the future. In conjunction

                                      F-14
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 5:       NOTES PAYABLE AND LONG-TERM DEBT (CONTINUED)

     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. These 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
     amortized over the period the notes are
     outstanding. The effective interest rate,
     including amortization of the discount, is
     approximately 17%. These notes, including
     accrued interest, are convertible at the
     option of the holder, into common stock
     at $3.85 per share. During the year ended
     February 29, 2000, notes of $12,500 were
     converted into common stock. No penalty
     provision is applicable for the default
     on the payment of these notes.                        75,000         87,500
                                                        ---------      ---------
          Total                                           516,167        512,430

          Less, Current Portion                           380,168        306,674
                                                        ---------      ---------
          NET LONG-TERM DEBT                            $ 135,999      $ 205,756
                                                        =========      =========

     The aggregate principal maturing in subsequent years are:

          Year Ending February 29,                              Amount
          ------------------------                             ---------
                   2001                                        $ 380,168
                   2002                                           83,879
                   2003                                           52,120
                                                               ---------
                                                               $ 516,167
                                                               =========

NOTE 6: RELATED PARTY TRANSACTIONS

     One of the Company's stockholders, who is also a director of the Company,
     and a principal stockholder in a corporation that has provided consulting
     services to the Company, entered into an agreement whereby his corporation
     has the right to bid on future overseas production of the Company. This

                                      F-15
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


     agreement does not contain any minimum payments. Under another consulting
     arrangement with the Director, he received approximately $12,500 during
     1999 in consulting fees for marketing assistance provided to the Company.

NOTE 7: COMMITMENTS AND CONTINGENCIES

     Employment Agreements

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

     Cash in Bank

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

NOTE 8: MANDATORY REDEEMABLE PREFERRED STOCK

     On April 9, 1998, the Company authorized the issuance and sale of 3,950
     shares of Series B 12% Cumulative Convertible Preferred Stock and sold
     2,500 of these shares to an investor. In addition, the Company issued
     detached ten-year stock purchase warrants 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. A mandatory
     redemption of 1,250 shares, at $1,250,000, is required on each of the first
     business days of April, 2004 and 2005. Proceeds of $960,000 were allocated
     to the carrying value of the Series B Preferred Stock and $1,540,000 to the
     detached warrants based on their relative fair values at date of issue. The
     difference between the carrying value of the Series B and its mandatory
     redemption amount is being accreted to retained earnings or, in the absence
     of retained earnings, to additional paid in capital over the period until
     redemption using the effective interest rate method.

     During the two-year period following the sale, dividends may be paid
     through the issuance of additional shares of Series B Preferred Stock and
     warrants to purchase common stock. The Series B Preferred Stock has rights

                                      F-16
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 8: MANDATORY REDEEMABLE PREFERRED STOCK (CONTINUED)

     to receive cumulative cash dividends in preference to the payment of
     dividends on all other shares of capital stock of the Company. No dividends
     may be declared or paid on any other shares of stock until the full amount
     of the cumulative dividends on the Series B Preferred Stock has been paid.
     Cumulative dividends amounted to $341,160 and $273,790 at February 29, 2000
     and February 28, 1999, respectively. Dividends paid in additional shares
     and warrants were $150,000 for the year ended February 29, 2000 and
     $193,000 for the year ended February 28, 1999.

     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 of $5.00 per common share into $1,000 for each share of
     Series B Preferred Stock being converted. 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.

     Holders of Series B Preferred Stock vote on an as converted basis with the
     common stockholders on all matters to be brought to a vote of the
     shareholders. The Series B Preferred Stock holders shall be entitled to
     elect one director out of the seven authorized directors of the Company's
     board. If certain events occur or do not occur, such as the failure to pay
     dividends 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.

NOTE 9: CAPITALIZATION

     Authorized Number of Shares of Common Stock

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

                                      F-17
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 9: CAPITALIZATION (CONTINUED)

     Public Offering of Securities

     In February 1996, the Company completed a first closing of its initial
     public offering of units 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, 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. 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 1996, the underwriter of the public offering, pursuant to the
     underwriting agreement, received options to purchase 32,768 units at a
     weighted-average exercise price of $8.4375 per unit. All of these options
     are outstanding and exercisable at February 29, 2000 and have a
     weighted-average remaining contractual life of ten months.

     Series A 10% Convertible Preferred Stock

     The Company sold 313 shares of Series A 10% Convertible Preferred Stock
     through a Private Placement dated August 26, 1997, at a price of $2,500 per
     Preferred Share. Dividends are payable at a rate of 10% annually, payable
     in kind at the option of the Company. The shares convert automatically upon
     the registration of the underlying common stock to be issued upon the
     conversion. Holders of Series A Preferred Stock vote on an as converted
     basis with the common stockholders on all matters to be brought to a vote
     of the shareholders.

     Payments of annual dividends have been deferred by the Company's board of
     directors on the outstanding Series A shares because of losses sustained by
     the Company. As of February 29, 2000, preferred dividends in arrears
     amounted to $95,625 or $625 per share.

                                      F-18
<PAGE>
                           JD AMERICAN WORKWEAR, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 9: CAPITALIZATION (CONTINUED)

     Stock Receivable

     Stock receivable represents amounts due to the Company for shares issued
     and outstanding at year-end. The Company holds a note receivable issued in
     connection with an exercise of stock options in the amount of $150,000. The
     note bears interest at 7% and matures on December 31, 2000. In addition,
     the Company had non-interest bearing accounts receivable of $186,450 for
     shares held in escrow and a prepaid consulting receivable of $152,798 at
     February 29, 2000. Stock receivable consists of a prepaid consulting
     receivable of $332,760 at February 28, 1999. Common Stock Options

     The Company's 1995 Stock Option Plan authorizes up to 750,000 shares of
     common stock for grants of both incentive stock options and non-qualified
     stock options to key employees, officers, directors and consultants.
     Options granted under the Plan must be exercised with ten years of the date
     of the grant. The exercise price of options granted may not be less than
     85% of the fair market value of the stock.

     A summary of the Company's stock option plan activity is as follows:

                                                     Number    Weighted-Average
                                                       of        Exercise Price
                                                     Shares        Per Share
                                                    ---------   ----------------
          Options Outstanding,
            February 28, 1998                          12,500       $  1.50
              Granted                                 300,000          4.50
              Exercised                               (41,000)         3.25
                                                    ---------
          Options Outstanding,
            February 28, 1999                         271,500       $  4.55
              Granted                                 126,000          2.21
              Exercised                              (115,000)         3.35
              Expired                                (150,000)         4.75
                                                    ---------
          Options Outstanding,
            February 29, 2000                         132,500       $  3.14
                                                    =========

                                      F-19
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 9: CAPITALIZATION (CONTINUED)

     At February 29, 2000, 132,500 options, with a weighted-average contractual
     life of 2.6 years, were outstanding at exercise prices ranging from $1.25
     to $5.75. Of this amount, 116,500 options with a weighted-average exercise
     price of $3.35 were fully vested and exercisable.

     During the year ended February 28, 1999, the Company issued 50,000 shares
     of common stock and options to purchase 300,000 additional shares in
     connection with the extension of a consulting agreement. The Company has
     recorded deferred consulting expense of $171,182, which is to be expensed
     over the life of the agreement. During the year ended February 29, 2000,
     the Company granted 76,000 stock options to consultants with a fair value
     of $165,160. The related compensation is being expensed over the lives of
     the consulting agreements. The Company also granted 50,000 stock options to
     two key employees in connection with their employment agreements. The
     following summarizes information about options granted during the years
     ended February 29, 2000 and February 28, 1999:

                                      Number     Weighted-      Weighted-
                                        of        Average      Average Fair
                                      Shares  Exercise Price  Value Per Share
                                      ------  --------------  ---------------
     Options Granted in 2000
       whose exercise price:
         Equals Market Price          54,000       $ 2.89         $ 2.82
         Exceeds Market Price         64,000       $ 1.81         $ 0.52
         Is Below Market Price         8,000       $ 1.13         $ 0.48

     Options Granted in 1999
       whose exercise price:
         Equals Market Price          50,000       $ 3.25         $ 0.21
         Exceeds Market Price        250,000       $ 3.96         $ 0.07

     Stock-based compensation to non-employees is valued using the Black-Scholes
     pricing model. The Company uses the intrinsic value method under APB 25 to
     account for stock option compensation granted to employees. Because the
     exercise price at the date of grant to employees was above the market
     price, no compensation expense has been recorded. Had compensation cost
     been recognized under FAS 123, the amount would have been $24,000 and $0
     for the years ended February 29, 2000 and February 28, 1999, respectively.
     The pro forma disclosures required under FAS 123 are as follows:

                                      F-20
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 9: CAPITALIZATION (CONTINUED)

                                                  2000            1999
                                               -----------     -----------
          Loss Attributable to
            Common Stockholders:
              As Reported                      $(2,467,929)    $(2,244,812)
              Pro forma                        $(2,491,929)    $(2,244,812)

          Loss per Common Share:
              As Reported                      $     (1.00)    $     (1.08)
              Pro forma                        $     (1.01)    $     (1.08)

     The following assumptions were used to estimate the fair value of stock
     options using the Black-Scholes method:

                                                  2000            1999
                                               -----------     -----------
          Dividend Yield                               0%            2.5%
          Expected Volatility                        105%             30%
          Average Expected Option Life           2 Years        1.5 Years
          Risk-Free Interest Rate                   6.54%            7.5%

     Warrants

     The Company has warrants outstanding that were issued in prior years as
     compensation for consulting and legal services. The warrants issued by the
     Company generally contain provisions requiring proportionate adjustment of
     the exercise price in the event of a stock split, stock dividend, or
     dilutive financing. At February 28, 1999 and February 29, 2000,
     compensation related warrants to purchase 432,318 shares of common stocks
     at a weighted-average exercise price of $2.69 were outstanding and
     exercisable. The weighted average remaining contractual life of these
     warrants is 2.2 years.

NOTE 10: INCOME TAXES

     The Company recognizes the amount of taxes payable or refundable for the
     current year and recognizes deferred tax liabilities and assets for the
     expected future tax consequences of events and transactions that have been

                                      F-21
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 10: INCOME TAXES (CONTINUED)

     recognized in the Company's financial statements or tax returns. The
     Company currently has substantial net operating loss carry-forwards that
     may be applied against future income. These losses create a deferred tax
     asset at February 29, 2000 and February 28, 1999. The Company has recorded
     a 100% valuation allowance against net deferred tax assets due to
     uncertainty of their ultimate realization.

                                                   2000          1999
                                                ----------    ----------
          Deferred Tax Assets Resulting
            from Net Operating Losses           $1,114,118    $  831,087

          Less, Valuation Allowance              1,114,118       831,087
                                                ----------    ----------
          Net Deferred Tax Assets               $        0    $        0
                                                ==========    ==========

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

     The loss carryforwards expire as follows:

          Years of Expiration                               Amount
          -------------------                             -----------
                  2009                                    $   241,269
                  2010                                        581,952
                  2011                                      1,144,859
                  2012                                        786,579
                  2013                                      1,131,271
                  2014                                      1,654,653
                  2015                                      1,886,872
                                                          -----------
                                                          $ 7,427,455
                                                          ===========

NOTE 11: MAJOR CUSTOMERS

     For the year ended February 29, 2000, the Company's largest customers each
     representing more than 10% of gross sales accounted for $87,359, or 32%, of
     the Company's sales. These customers were JC Penney with sales of $38,172,
     or 14%, and Unifirst Corporation with sales of $49,187, or 18%. For the
     year ended February 28, 1999, the Company's individual customers who sales

                                      F-22
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 11: MAJOR CUSTOMERS (CONTINUED)

     exceeded 10% of sales amounted to $562,132 in the aggregate, or 59%. Of
     this amount, JC Penney accounted for $285,689 or 30% of the Company's
     sales, Unifirst Corporation for $153,383, or 16.1%, and Payless for
     $123,060, or 12.9%.

NOTE 12: RESTATEMENT OF PRIOR PERIOD

     The accompanying financial statements for the year ended February 28, 1999
     have been restated for the Series B Preferred Stock and related detached
     warrants, accretion of discount and dividends, in accordance with generally
     accepted accounting principles and the Securities and Exchange Commission's
     guidelines for accounting for mandatory redeemable preferred stock. These
     changes resulted in an increase in net loss to common stockholders of
     $448,934. Additionally, the financial statements have been restated for
     sales subject to guaranteed right of return, which were recognized as
     revenue prematurely. This change resulted in an increase in net loss of
     $103,113. The aggregate increase in net loss to common stockholders was
     $552,047, an increase of $0.26 in net loss to common shareholder per share.

NOTE 13: ITEMS AFFECTING FOURTH QUARTER RESULTS OF OPERATIONS

     During the fourth quarter of the year ended February 29, 2000, the Company
     determined that a write down of inventory to net realizable value of
     $531,438 was required as discussed in Note 3. Additionally, the entire
     annual accretion of discount and dividends on mandatory redeemable
     preferred stock totaling $519,168 were not recorded until the fourth
     quarter. The aggregate effect of these year-end adjustments was to increase
     net loss for the fourth quarter by $1,050,606, or $.45 per common share.

NOTE 14: SUBSEQUENT EVENTS

     Acquisitions

     The Company completed the acquisition of Rhode Island Truck and Equipment
     Corporation on June 10, 2000. The stock purchase agreement requires JD

                                      F-23
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                        NOTES TO THE FINANCIAL STATEMENTS
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NOTE 14: SUBSEQUENT EVENTS (CONTINUED)

     Acquisitions (Continued)

     American Workwear, Inc. to pay one share of common stock for each dollar of
     appraised value of the assets. The value of the assets is estimated at
     approximately $145,000, pending the results of the appraisal. Rhode Island
     Truck and Equipment Corporation sells commercial trucks, construction
     equipment and tools, and provides hauling and paving recycling services.
     For the year ended December 31, 1999, Rhode Island Truck and Equipment
     Corporation had sales of approximately $175,707 and a net loss of $1,027.

     On June 12, 2000, the Company completed the acquisition of Patina
     Corporation and its subsidiary International Machine and Welding. Patina
     Corporation is a holding company. International Machine and Welding
     operates a large machine shop and sells heavy equipment and parts. In
     connection with the acquisition, the Company has authorized and issued
     11,300 shares of 6% Series C Convertible Preferred Stock with a par value
     of $1,000 per share. These acquisitions will be accounted for under the
     purchase method, whereby the purchase price will be allocated to the
     underlying assets and liabilities based on their estimated fair values.

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

     Tax Sale and Foreclosure of Property

     On June 29, 2000, the building housing the headquarters of the Company at
     46 Old Flat River Road, Coventry, Rhode Island was sold to the current
     mortgage holder in a tax sale. The Company may redeem the building by
     paying approximately $4,200 for the taxes and required interest prior to
     six months from the date of the sale. In August 2000, the Company was
     notified of the intention of the mortgage holder on the corporate
     headquarters to begin foreclosure proceedings unless the arrearage of
     approximately $32,000 is paid.

                                      F-24