SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB

(Mark One)

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

For the fiscal year ended February 28, 1997
                                     OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[x]   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           (I.R.S. Employer
           of incorporation                 Identification No.)
           or organization)

         46 Old Flat River Road
         Coventry, Rhode Island                    02816
(Address of principal executive offices)         (Zip Code)

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

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

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

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

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

      State the issuer's revenues for its most recent fiscal year. $513,233.

      The aggregate market value of the voting stock of the registrant held 
by non-affiliates of the registrant at June 2, 1997 was approximately 
$4,670,000 based upon the closing sale price of $4.75 for the Registrant's 
Common Stock, $.002 par value, as reported by the National Association of 
Securities Dealers OTC Bulletin Board on June 2, 1997.

      As of June 11, 1997 the registrant had 1,783,407 shares of Common 
Stock, $.002 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:      None


                         JD AMERICAN WORKWEAR, INC.

                        Annual Report on Form 10-KSB
                 For the Fiscal Year Ended February 28, 1997


                              TABLE OF CONTENTS

                                                                    Page
                                                                    ----
                                   PART I

Item 1.  Business                                                     4
Item 2.  Properties                                                  18
Item 3.  Legal Proceedings                                           18
Item 4.  Submission of Matters to a Vote of Security Holders         18

                                   PART II

Item 5.  Market for the Registrant's Common Stock and 
         Related Security Holder Matters                             18
Item 6.  Management's Discussion and Analysis of 
         Financial Condition and Results of Operations               19
Item 7.  Financial Statements                                        22
Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure                         22

                                  PART III

Item 9.  Directors, Executive Officers, Promoters and
         Control Persons; Compliance with Section 16(a)
         of the Exchange Act                                         38
Item 10. Executive Compensation                                      40
Item 11. Security Ownership of Certain Beneficial Owners
         and Management                                              45
Item 12. Certain Relationships and Related Transactions              46

                                   PART IV

Item 13. Exhibit List and Reports on Form 8-K                        48


                                   PART I

ITEM 1.  BUSINESS.

Recent Developments

      On February 28, 1996 and April 10, 1996, respectively, closings were 
held for the Company's initial public offering (the "Public Offering") which 
was made pursuant to a Registration Statement filed with the Commission and 
declared effective on January 11, 1996.  Pursuant to the Public Offering, 
the Company sold an aggregate of 327,768 units (the "Units").  The Public 
Offering was underwritten on a best efforts basis by Merit Capital 
Associates, Inc., Westport, Connecticut.  Each Unit consisted of one (1) 
share of Common Stock and one (1) redeemable Class A Common Stock Purchase 
Warrant ("Class A Warrant").  Each Class A Warrant entitles the holder to 
receive a unit of securities of the Company consisting of one (1) share of 
Common Stock and one (1) redeemable Class B Common Stock Purchase Warrant 
("Class B Warrant").  The exercise price of the Class A Warrants is $7.00 
per unit, subject to adjustment, and $8.00 per share with respect to the 
Class B Warrants, subject to adjustment.  The Class A Warrants and the Class 
B Warrants expire on January 10, 2001 and are subject to redemption under 
certain conditions.  Pursuant to the Public Offering, the Company received 
gross offering proceeds of approximately $2,050,000.  Following the second 
closing of the Public Offering, the Company's Common Stock and Class A 
Warrants commenced trading on the National Association of Securities 
Dealers' OTC Bulletin Board under the symbols JDAW and JDAWW.  See "Item 5 - 
Market for the Registrant's Common Stock and Related Security Holder 
Matters."

      In addition, in connection with the Public Offering, holders of 
various classes of the Company's debt agreed to convert the principal and 
accrued interest of such indebtedness into shares of Common Stock of the 
Company.  Pursuant to these agreements (collectively the "Conversion 
Agreements"), an aggregate of 349,225 shares of Common Stock were issued in 
respect of approximately $943,575 aggregate principal and approximately 
$190,425 of accrued interest.  In addition, approximately $300,000 of the 
proceeds of the offering were used to repay holders of classes of the 
Company's indebtedness who did not agree to full conversion.

      In July 1996, holders of the Company's 15% Purchase Order Financing 
Note agreed to convert the principal of $195,571 and all accrued interest 
thereon of $58,250 into Common Stock at a conversion price of $4.00 per 
share, or an aggregate of 63,440 shares of Common Stock.  From December 1996 
through March 1997 the Company issued two investors $200,000 aggregate 
principal amount of 10% Secured Convertible Notes due April 30, 1998.

Forward Looking Statements

      When used in this report, the words "may," "will," "expect," 
"anticipate," "continue," "estimate," "project," "intend" and similar 
expressions are intended to identify forward-looking statements within the 
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 
Securities Exchange Act of 1934 regarding events, conditions and financial 
trends that may affect the Company's future plans of operations, business 
strategy, operating results and financial position.  Current stockholders 
and prospective investors are cautioned that any forward-looking statements 
are not guarantees of future performance and are subject to risks and 
uncertainties and that actual results may differ materially from those 
included within the forward-looking statements as a result of various 
factors.  Such factors are described under the headings "Business-Certain 
Considerations", "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" and the Financial Statements and Notes 
thereto.

General

      The Company is primarily engaged in the business of designing, 
manufacturing, marketing  and selling commercial and industrial workwear 
products. The Company was incorporated in Rhode Island in 1991 under the 
name Jaque Dubois, Inc. and  was re-incorporated in Delaware in 1994.  In 
July 1995, the Company's name was changed to JD American Workwear, Inc. The 
Company's industrial workwear products consist of  a complete line of 
commercial and industrial footwear and workwear highlighted by it's two key 
proprietary safety products, denim safety work jeans ("JD Safety Work 
Jeans(TM)") and cotton/poly blend uniform style Safety Work Pants ("JD 
Safety Uniform Pants(TM)").  The Company's initial product, JD Safety Work 
Jeans, was designed and patented by David N. DeBaene, the Company's founder 
and President.  The Company was recently awarded a second patent  with 
respect to certain unique functional characteristics of its Safety Uniform 
Pants.  See "BUSINESS - Patents and Proprietary Rights."  The Company 
markets its products throughout the United States and internationally 
principally for industrial and manufacturing applications.

The Industrial and Commercial Uniform Workwear Market

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

Business Strategy

      The Company's objective is to become a leading provider of safety 
workwear products.  To achieve this objective, the Company is pursuing a 
business strategy which includes the following principal elements:  (i) 
expand product acceptance for its proprietary products - JD Safety Work 
Jeans and  JD Safety Uniform Pants; (ii) identify and pursue customers with 
large manufacturing and construction bases of employees and safety 
requirements, and (iii) offer a complete line of industrial workwear to 
complement its proprietary core products.

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

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

      Offer a complete line of industrial workwear to complement its 
proprietary core products. Due to the success of its Safety Work Pant and 
Safety Work Jean the Company has identified an opportunity to fulfill the 
greater needs of its customer base with an expanded line of products.  The 
Company has demonstrated it can deliver its customers nationally recognized 
brand products at a competitive cost and greater personal service with a direct
sales force.  The Company has entered into supply arrangements with several 
manufacturers to supply a complete line of industrial workwear.

Products and Features

      The Company offers two types of products.  The first type is its JD 
Proprietary Safety Workwear which is comprised of JD Safety Work Jeans and 
JD Safety Uniform Pants.  The  second type is its Private Label Conventional 
Workwear.  The Company's private label conventional workwear line lacks the 
proprietary safety features of the JD Safety Work Jeans and JD Safety 
Uniform Pants, each described below.  The conventional workwear line is not 
fundamentally different from the products offered by its competitors.  For 
the fiscal year ended February 28, 1997, sales of the JD Safety Work Jeans 
accounted for approximately 62%of revenues while sales of JD Safety Uniform 
Pants accounted for approximately 31%.  Nearly all of the Company's revenues 
for fiscal 1995 and 1996 were attributable to sales of the JD Safety Work 
Jeans.  Sales of private label workwear and footwear have been 
insignificant to date.

      JD Proprietary Safety Workwear - The Company's has two patented 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)").  Both JD Safety Work Jeans(TM) and JD Safety Uniform Pants are 
offered fifty-five sizes.  , JD Safety Uniform Pants are offered in 5 
colors.

      The Company has a manufacturing arrangement with Reed Manufacturing 
Co., Inc. ("Reed") pursuant to which Reed manufactures both the JD Safety 
Work Jeans and JD Safety Uniform Pants to the Company's specifications.  
This arrangement should provide the Company with more operational 
flexibility than the Company experienced with past manufacturers.

      JD Safety Work Jeans.  JD Safety Work Jeans are constructed of heavy 
denim and leather,  are designed for worker protection, durability and 
comfort and are machine washable.  They are produced from 100% American made 
materials manufactured in America to the Company's strict design 
specifications and typically retail in the $45 to $49 price range.  The 
Company's sales to catalogs and retailers are at a lower price than the 
retail price.   JD Safety Work Jeans feature a permanent built-in closed 
cell polymer padding in the knee area secured in place by a moisture 
resistant protective leather sheathing, providing a cushion between the knee 
and any work surface.  This feature offers protection and comfort when 
kneeling or leaning on surfaces that are hard, damp, cold, slippery or 
rough.  JD Safety Work Jeans also feature high quality leather sheathing 
strategically placed on the seat creating a surface which is extremely 
durable, pliable and slip resistant.  The Company believes that JD Safety 
Work Jeans increase job productivity by offering the wearer a high level of 
protection with much greater ease of movement than found in conventional 
(external) knee pads.  Independent lab tests performed at various times from 
1993 through the date of this report have demonstrated that JD Safety Work 
Jeans are more durable and more protective than most workwear,  as measured 
against accepted industry standards.  Certain functional properties of JD 
Safety Work Jeans are protected by a patent issued in 1991.

      JD Safety Uniform Pants.  JD Safety Uniform Pants are cotton/poly 
blend uniform style work pants which incorporate many of the unique features 
and concepts of JD Safety Work Jeans.  JD Safety Uniform Pants were 
developed following substantial materials research and testing and are 
durable enough to withstand repeated high temperature industrial laundering.  
Like JD Safety Work Jeans, they are designed for worker protection, 
durability and comfort, are produced from 100% American made materials and 
are manufactured in America to the Company's exact design specifications and 
typically retail in the $39 to $49 price range.  The Company's sales to 
catalogs and retailers are at a lower price than the retail price.  JD 
Safety Uniform Pants also feature a permanent built-in closed cell polymer 
padding in the knee area covered by a unique proprietary protective 
sheathing material developed by the Company.  This material will not absorb 
most liquids commonly encountered by industrial workers, such as water, 
pesticides, petroleum fuels, and many chemicals.  In addition this sheathing 
material is extremely durable, highly resistant to abrasion, punctures and 
tears.  The Company developed this product to meet what it believes is a 
large and unmet need for work clothing with the protection, comfort and 
durability of JD Safety Uniform Pants.

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

Manufacturing and Sources of Supply

      Proprietary Products  The Company's JD Safety Work Jeans and JD Safety 
Uniform Pants are manufactured in the United States exclusively from raw 
materials produced in the United States.  Some of the component parts and 
subassemblies are manufactured by the Company, however, final assembly is 
performed by Reed.  The Company's proprietary products are manufactured to 
strict Company specifications.   The Company has a manufacturing arrangement 
with Reed Manufacturing Co., Inc. ("Reed") pursuant to which Reed 
manufactures both the JD Safety Work Jeans and JD Safety Uniform Pants to 
the Company's specifications.  This arrangement is not exclusive although 
currently Reed is the Company's sole manufacturer.  The Company believes 
that Reed has the capacity to meet the Company's needs for the foreseeable 
future.  The Company has used other manufacturers in the past, but was 
unable to continue these relationships because of the Company's capital 
constraints and because initial production minimums required by such 
manufacturers exceeded the Company's production needs and available 
resources.

      The Company's manufacturing arrangement with Reed provides more 
operational flexibility than that offered by other manufacturers used by the 
Company in the past.  In particular, Reed's production line permits 
significantly smaller minimum production runs in a given pant size. This 
permits the Company to balance its inventory at a lower cost because Reed 
will manufacture numerous sizes in a weekly batch run, rather than just one 
size.  This flexibility has been especially valuable in light of the 
Company's limited resources.  The absence of this flexibility plus the 
Company's limited capital resources were the two factors which caused the 
damaging inventory shortages experienced by the Company in 1994.  These 
shortages caused the back order problems described in "MANAGEMENT'S 
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - 
Results of Operations."

      In early 1996, the Company received notice from Reed that a $2.50 per 
unit surcharge would be imposed by Reed as a result of erratic changes in 
production schedules.  As a result, the  Company incurred surcharges for 
production of safety uniform pants produced during the three months ended 
April, 1996.  Since April, 1996 the Company has sustained minimum production 
levels required by Reed and has not incurred surcharges.

      Presently, Reed manufactures one hundred percent of the Company's 
proprietary products (JD Safety Work Jeans and JD Safety Uniform Pants).  
The Company believes that its supply arrangement with Reed provides 
consistency and quality of its products.  While the Company believes that 
the interruption of production of these products, by Reed, without 
sufficient notice, would have a material adverse effect on the Company's 
operations until alternative sources are secured, it also believes that 
there are adequate alternative sources of manufacturing services.   However, 
if the Company were to receive sufficient notice, it believes that it can 
obtain manufacturing services from a variety of sources.

      The Company may in the future seek to establish relationships with 
other manufacturing facilities having full scale capabilities to handle the 
Company's product line.  The non-proprietary products offered by the Company 
are obtained from leading manufacturers, including Reed.  Such products may 
from time to time be manufactured outside 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.  Raw 
materials and components are supplied by both the Company and by Reed.  The 
raw materials used in the manufacture of JD Safety Uniform Pants consists of 
twill fabrics (cotton/polyester blends), closed cell polymer foam padding, 
and a proprietary mill fabric sheathing composed of products which are 
commonly available.  None of the principal raw materials used by the Company 
in the manufacture of its products are limited by critical supply or single 
origins.  The Company's principal suppliers are Blackhawk Leather of 
Milwaukee, Wisconsin (leather); Manufacturer's Rubber and Supply, Merrimac, 
MA, (foam padding) and Brookwood Industries, New York, NY (sheathing).  
Under the Company's arrangement with Reed , Reed obtains denim and twill 
from its own sources.  In addition, the Company has several of its own 
sources of denim and twill.

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

      The Company's manufacturing activities are conducted in an 
approximately 12,000 square foot facility which is leased by the Company.  
See "Item 2 - Properties" below.  The Company has 2 persons employed in 
various manufacturing and assembly functions.  See "Employees" below.  The 
Company cuts the knee pads and leather sheathing at its facility in 
Coventry, Rhode Island and ships these components to Reed for integration 
into Reed's production line.  Reed purchases denim and twill directly from 
major mills for manufacture of the Safety Work Jeans.  Denim must be ordered 
up to 12 weeks in advance, since it is typically manufactured quarterly.  
Once the applicable materials are shipped to Reed, production time for 
inventory of either JD Safety Work Jeans or Safety Uniform Pants is 
approximately six to seven weeks including the time for delivery to the 
Company.

Conventional Workwear and Footwear.  The Company has agreements with two 
suppliers for its conventional uniform workwear and footwear lines.  The 
Company's agreement for conventional workwear is with Reed, which 
manufactures the Company's proprietary JD Safety Work Jeans and JD Safety 
Uniform Pants.  Pursuant to its arrangement with Reed, Reed has agreed to 
supply, as a private label manufacturer, the various conventional workwear 
product lines manufactured by Reed.  The Company is obligated to affix its 
own label to the goods before they may be resold.  The entire line 
manufactured by Reed is available for purchase and resale by the Company.  
Reed has agreed to a fixed price schedule with the Company.

      Mason Shoe of Chippewa Falls, Wisconsin is the Company's primary 
footwear supplier and, pursuant to an agreement with the Company dated 
October, 1995, has agreed to supply footwear products to the Company in 
accordance with an agreed upon price schedule.  Although the agreement 
imposes "minimum limits" upon the number of styles and the volume of 
purchases to be made by the Company, such limits have not been quantified by 
Mason and to date Mason has not imposed any such minimums on the Company.  

      Neither of these agreements contain specified provisions regarding 
term, and therefore are terminable by either party upon reasonable notice.

Quality Control

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

Marketing and Sales

      The Company's JD Safety Work Jeans and JD Safety Uniform Pants and its 
private label conventional workwear are marketed and sold through a growing 
network of independent sales representatives and distributors.  In addition, 
the Company's senior management devotes a substantial amount of time to the 
overall coordination of the Company's sales to distributors, as well as to 
the Company's direct sales.

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

      Direct Marketing Sales.  The Company advertises and markets its 
products through direct mailings, participation and exhibition of products 
at industrial trade shows, personal solicitations at businesses which have 
been identified as likely purchasers of the Company's products and industry 
referrals.  In April, 1996 and again in October, 1996, the Company's JD 
Safety Work Jeans were featured in mailers sent by Mason Shoe Company as a 
companion insert to Mason's own footwear catalog, to a significant portion 
of Mason's retail customer base of approximately .8 million mechanics, 
tradesmen and other blue collar workers. Based on the success of this 
program, the Company's JD Safety Uniform Pants were featured in addition to 
its JD Safety Jeans in major direct mail program in May, 1997.   In 
February, 1997, the Company's JD Safety Work Jeans were featured in a direct 
mail marketing syndication with several major gasoline credit card 
companies.  For the fiscal years ended February 28, 1997 and 1996, direct 
marketing sales accounted for approximately 20% and 37% of total sales,
respectively.

      The Company has entered into a service partner arrangement with 
American Linen Supply / Ameripride Services.  American Linen is a leader in 
the uniform rental industry.  This relationship will enable the Company to 
service the needs of customers requiring rental programs for their 
employees.

      The Company maintains a proprietary mailing list derived from various 
sources consisting of both established customers and persons responding to 
advertisements in trade magazines and similar publications.    The Company 
makes several mailings to this list annually.  The Company intends to 
continue to aggressively pursue direct marketing opportunities as its 
customer base and product line grow.

      Catalog Sales.  The Company's JD Safety Work Jeans and JD Safety 
Uniform Pants are sold to several catalog merchants for resale to consumers.  
The Company's Proprietary Safety Workwear are featured in current issues of 
JC Penney Workwear Catalog, The Sportsmans' Guide, Delta Safety Products, 
Ergo Shop, Masterman's and Uniforms Plus More.  Three million copies of the 
JC Penney Workwear Catalog displaying JD Safety Work Jeans and/or JD Safety 
Uniform Pants are mailed annually.  In addition, the Company is currently 
negotiating with Wear Guard to be featured in its Holiday mailing in 
November, 1997.  Sales to catalog merchants accounted for approximately 42% 
of revenues for the fiscal year ended February 28, 1997.and approximately 
14% for fiscal 1996.

      In January, 1996 the Company completed its own 28 page catalog 
featuring its complete line of workwear.  The Company is distributing this 
catalog to the Company's existing customer base and is using it as a sales 
tool for the Company's independent representatives for field sales to 
commercial and industrial accounts.

      Distributor sales.  The Company's JD Safety Work Jeans and JD Safety 
Uniform Pants are sold to several distributors  for resale to consumers.  
The Company's distributor network consists of five domestic distributors.  
Typically, distributors maintain inventory in order to offer rapid delivery 
to their customers.  Sales to distributors accounted for approximtely 38% of 
revenues for the fiscal year ended February 28, 1997.

      In April 1995, the Company signed a five year agreement with Shawnmark 
Industries, Inc. ("Shawnmark") giving Shawnmark exclusive rights to sell the 
Company's JD Safety Uniform Pants to the golf course industry.  Pursuant to 
this agreement, which contains no minimum order requirements, the Company 
received a blanket purchase order against which the Company has shipped 
approximately 3,300 pairs during fiscal 1997. Based upon the favorable 
response received by Shawnmark in connection with its initial sales and 
promotional activities the Company agreed in July 1995 to expand the 
coverage of the exclusivity with Shawnmark to companies in the following 
industries throughout the United States:  (1) country clubs, including pro 
shops; (2) landscaping/nursery business; (3) federal, state and municipal 
parks and recreation departments; (4) seed, sod and turf producers and 
installers; and (5) irrigation and sprinkler systems.

      Retail Sales.  During Fiscal 1997, the Company added to its customer
base Wheatbelt, a chain of independently owned franchise stores specializing 
in agricultural and farming supplies, as well as Mills Fleet Farm, a 
department store chain with 23 stores.  Because of the high level of customer 
support required for retail sales, the Company has deferred aggressive pursuit
of retail accounts until it has adequate capital resources to properly service
this distribution channel.  Sales to retail merchants accounted for 
approximately 7% of revenues for the fiscal year ended February 28, 1997.and 
approximately 49% for fiscal 1996.

      The Company handles merchandise returns on a customer by customer 
basis.  To date, returns have not been significant.

Independent Sales Representatives and Sales Arrangements

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

Competition

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

      The Company competes against a number of companies, many of which have 
longer operating histories, established markets and far greater financial, 
advertising, research and development, manufacturing, marketing, personnel 
and other resources than the Company currently has or may reasonably be 
expected to have in the foreseeable future.  This competition may have an 
adverse effect on the ability of the Company to scale up and expand its 
operations or operate profitability.  Dominant competitors of conventional 
workwear include Carhart Industries, Red Kap Industries a division of VF 
Corp., Cintas Corp. and Angelica Corp.  The Company believes that its 
competitors may be engaged in the development and marketing of products 
similar to those being developed and marketed by the Company.  Accordingly, 
some of these companies may launch products competitive with those currently 
offered or under development by the Company.

Patents and Proprietary Rights

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

      In June 1997, the Company was granted a patent covering certain 
functional features of its JD Safety Uniform Pants, While the Uniform Patent 
offers a certain degree of protection, there can be no assurance that it 
will provide the Company with any meaningful competitive advantages.   The 
Uniform Patent will expire in the year 2008.  The functional features of the 
invention on which patent protection has been granted under the Jean Patent 
and Uniform Patent include wear and protective abrasion resistant 
reinforcing panels that are strategically positioned onto work pant garments 
in the seat and knee portions thereof, the wear and abrasion resistant 
panels being formed of specially fabricated materials.

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

Customer Dependence

      For fiscal 1997, the Company's four largest customers accounted for 
approximately $300,000 or 60% of the Company's net sales for the fiscal 
year, 21% to the largest customer (Mason Shoe Company), 17% to Shawnmark 
Industries and 11% each to JC Penney and American Linen Supply.  For fiscal 
1996, the Company's three largest customers accounted for approximately 
$45,500 or 46% of the Company's net sales for the fiscal year.  Mills Fleet 
Farm, the single largest customer, accounted for 32% of the Company's 1996 
net sales.   No other customers accounted for 10% or more of such sales.

Seasonality

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

Employees

      At June 1, 1997, the Company had ten employees, eight of which are 
full-time.  Of the employees, three are performing executive and marketing 
functions, two performing accounting and financial functions, two performing 
production and fulfillment functions, and two performing general office 
administration functions.  With the exception of the Chief Financial Officer 
and one person involved in production, all employees are full time.  As 
business conditions and available resources dictate, the Company expects to 
hire additional employees to staff increased production, marketing and sales 
efforts.

Certain Considerations

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

      Accumulated Deficit and Operating Losses and Anticipated Continuing 
      Losses; Explanatory Language in Auditor's Report Regarding Ability to 
      Continue as Going Concern.  The Company had an accumulated deficit at 
      February 28, 1997 of $3,334,457 and a incurred a net loss of $804,208 
      for the fiscal year ended February 28, 1997. Because the Company has 
      recently emerged from the development stage and is attempting to scale 
      up its operations, it is expected that the Company will continue to 
      sustain losses for part if not all of the fiscal year ending February 
      28, 1998 and perhaps thereafter.  The Company had significant negative 
      cash flow from operations during each of fiscal 1995, 1996 and 1997 
      and the Company continues to experience negative cash flow as it 
      builds inventory to position itself to aggressively pursue market 
      opportunities.  Additionally, the Company's financial statements are 
      presented on the basis that the Company is a going concern, which 
      contemplates the realization of assets and the satisfaction of 
      liabilities in the ordinary course of business.  The report of the 
      Company's auditors concerning the Company's financial statements for 
      the two years ended February 28, 1997 includes an explanatory 
      paragraph expressing substantial doubt with respect to the Company's 
      ability to continue as a going concern.  The financial statements do 
      not include any adjustments that might result from the outcome of this 
      uncertainty.  See Note A[1] to the Financial Statements and 
      "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
      RESULTS OF OPERATIONS."

      Definite Need for Additional Financing.  The Company will be required 
      to seek additional financing to meet its business strategy of 
      achieving significant market penetration of its JD Uniform Safety 
      Pants.  Also, additional capital may be required if adequate levels of 
      revenue are not realized, if higher than anticipated costs are 
      incurred in the expansion of the Company's manufacturing and marketing 
      activities, or if product demand exceeds expected levels.  There can 
      be no assurance that any additional financing thereby necessitated 
      will be available on acceptable terms to the Company, if at all.

      Manufacturing, Distribution and Scale Up Risks.  Although the Company 
      has established numerous customer relationships as well as 
      relationships with suppliers and manufacturers to conduct operations 
      at higher unit volumes, difficulties may be experienced in inventory 
      management, product distribution and other areas until the Company's 
      operations have been scaled up for some period of time.  Since the 
      Company's manufacturing arrangement with Reed Manufacturing Co., Inc. 
      is relatively new, difficulties such as production delays and quality 
      control problems may be encountered.  In the past, the Company 
      switched manufacturers on two occasions, once because of the Company's 
      capital constraints in meeting minimum production levels and once 
      because of the manufacturer's quality control problems.  These 
      problems could recur. These past incidents caused an inventory 
      shortage which adversely affected the Company's operations.  During 
      fiscal 1996, the Company was unable, due to capital constraints, to 
      maintain its production schedule with Reed, and thereby incurred 
      production surcharges of approximately $30,000.  If production delays 
      or similar problems are encountered with Reed, the Company could be 
      similarly adversely affected. Stockholders should be aware that 
      unanticipated problems, many of which may be beyond the Company's 
      control, could be encountered.  These include, but are not limited to, 
      product development, marketing and customer support problems, 
      increased competition, new manufacturer learning curve, and lack of 
      credibility with suppliers and customers.  There can be no assurance 
      that the Company's products will achieve broad based market acceptance 
      or that in view of the extensive manufacturing, sales and marketing 
      and general overhead costs expected to be incurred by the Company, 
      that any sales will result in positive cash flow or profitable 
      operations.

      Dependence on Existing Management; Part Time Chief Financial Officer.  
      The success of the Company is substantially dependent on the efforts 
      and abilities of its founder David N. DeBaene, Thomas A. Lisi, its 
      Vice President of Sales and Marketing and a Director of the Company, 
      and Anthony P. Santucci, its Chief Financial Officer.  Decisions 
      concerning the Company's business and its management are and will 
      continue to be made or significantly influenced by Messrs. DeBaene,  
      Lisi and Santucci.  The loss or interruption of their continued 
      services would have a materially adverse effect on the Company's 
      business operations and prospects.   Messrs.  Lisi and Santucci are 
      not required to devote full time to the Company.  Mr. Santucci's  
      verbal employment agreement with the Company does not require him to 
      devote any minimum amount of time to the Company's business, although 
      it does require him to perform activities related to his office as he 
      shall be reasonably directed and use his best efforts, skills and 
      abilities to promote the best interests of the Company.  In the event 
      that the Company's growth is rapid and sustained, the Company may be 
      forced to seek the services of a full time Chief Financial Officer if 
      Mr. Santucci is not in a position to render such services to the 
      Company.  See "MANAGEMENT."

      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 40% of the 
      outstanding Common Stock.  These persons are and will continue to be 
      able to exercise control over the election of the Company's directors 
      and the appointment of officers.  See "PRINCIPAL STOCKHOLDERS."

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

      Dividend Policy.  The Company has never declared or paid a dividend on 
      its Common Stock, and management expects that a substantial portion of 
      any 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, therefore, does not anticipate that the Company will pay 
      dividends on the Common Stock in the foreseeable future.

      Significant Competition.  The work clothing industry is highly 
      competitive and dominated by several large companies with 
      substantially greater financial resources and name recognition than 
      the Company.  Many of these companies are well established and possess 
      substantially greater financial, technological and personnel resources 
      than the Company.  The Company's ability to compete with such 
      competition will depend on the features, quality and price of its 
      products, customer service, effective sales and marketing programs and 
      upon its ability to design innovative products which meet the needs of 
      the marketplace.  No assurances can be given that the Company will be 
      able to compete successfully.  See "BUSINESS - Competition."

      Sales and Marketing.  The Company has a network of non-exclusive sales 
      representatives.  The Company's future growth and profitability will 
      depend in part, on the expansion of this representative network and 
      later upon the building of an internal sales force, the hiring of a 
      sufficient number of qualified sales agents and upon their ability to 
      develop and continue relationships with commercial accounts.  See 
      "BUSINESS - Sales and Marketing."

      Limited Proprietary Protection.  The Company holds two patents issued 
      by the United States Patent and Trademark Office ("PTO") on its 
      proprietary products - JD Safety Work Jeans and uniform style JD 
      Safety Uniform Pant.  No assurance can be given that these patents 
      will provide any meaningful protection.  The Company also has 
      registered trademarks in the United States on the names Jaque Duboisr, 
      The Original Jaque Dubois Carpenter Jeanr and The Original Jaque 
      Dubois Construction Jeanr which the Company is in the process of 
      discontinuing because of its name change.  The Company does not 
      currently have any registered trademarks for the name JD American 
      Workwear, but has filed applications with the PTO to register that 
      name and certain proprietary trademarks that are currently and will in 
      the future be used to identify the Company's principal products.  The 
      Company regards the non-patented and the non-copyrighted technology 
      and know-how related to its products as proprietary trade secrets and 
      attempts to protect them with confidentiality agreements and 
      confidentiality provisions in its employee handbook and in its various 
      agreements.  Confidentiality agreements, however, may be difficult to 
      enforce, and, despite the precautions the Company has taken, it may be 
      possible for third parties to copy aspects of the Company's products 
      or, without authorization, to obtain and use information which the 
      Company regards as proprietary.  See "BUSINESS - Patents and 
      Proprietary Rights."

      Underwriter's Unit Purchase Option and Additional Options and 
      Warrants.  In connection with the Public Offering the Company issued 
      to the Underwriter an option to purchase 32,777 Units exercisable at 
      $8.4375 per unit for a term of three years commencing two years from 
      the effective date of the Public Offering (the "Unit Purchase 
      Option").  In addition, the Company has reserved shares of its Common 
      Stock for issuance upon exercise of common stock purchase warrants, 
      including warrants issued to investors in connection with the 
      Company's 1995 private placements (collectively, the "Placement 
      Warrants") as well as warrants issued to an outside Director.  None of 
      the Placement Warrants or other warrants have been exercised.  The 
      holders of the Placement Warrants have certain registration rights 
      with respect to the public resale of the Common Stock underlying the 
      Placement Warrants.  In addition, the Company has agreed with the 
      Underwriter, under certain circumstances, to register the Shares and 
      Class A Warrants subject to the Unit Purchase Option for distribution 
      to the public.  Exercise of these registration rights could involve a 
      substantial expense to the Company and could prove a hindrance to 
      future financings.

      The Company has reserved an aggregate of 465,648 shares of Common 
      Stock for issuance of Warrants to purchase Common Stock issued to 
      certain financial consultants associated with the underwriter of its 
      Public Offering.  The Company has also reserved 250,000 shares of its 
      Common Stock for issuance upon exercise of stock options or similar 
      awards which may be granted pursuant to the Company's 1995 Stock 
      Option Plan (hereinafter the "Plan"), of which options to purchase an 
      aggregate of 240,500 shares have been issued.  See "Certain 
      Relationships and Related Transactions."  Exercise of the Unit 
      Purchase Option, the Placement Warrants, the outstanding warrants and 
      stock options, and those which may be granted under the Plan 
      (collectively, the "Convertible Securities"), will reduce the 
      percentage of Common Stock held by the public stockholders.  Further, 
      the terms on which the Company could obtain additional capital during 
      the life of the Convertible Securities may be adversely affected, and 
      it should be expected that the holders of the Convertible Securities 
      would exercise them at a time when the Company would be able to obtain 
      equity capital on terms more favorable than those provided for by such 
      Convertible Securities.

ITEM 2.  PROPERTIES

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

ITEM 3.  LEGAL PROCEEDINGS

      There are no material legal proceedings involving the Company.

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

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

                                   PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
         RELATED SECURITY HOLDER MATTERS

      (a)  Market Information.  Since the April 1996 closing of the 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 since the Common Stock 
commenced trading in April 1996.  High and low bid quotations represent 
prices between dealers without adjustment for retail mark-ups, mark-downs or 
commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                                Bid Prices
                                                                -----------------
                                                                High          Low
                                                                ----          ---

<S>                                                             <C>           <C>
FISCAL  1996
Fourth Quarter  (February 29, 1996)                             No trading    No trading

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

      The closing bid price of the Company's Common Stock as reported by the 
OTCBB was $4.75 on June 2, 1997.

      (b)  Holders.  As of June 11, 1997 there were approximately 125 record 
holders of the Company's Common Stock.

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

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

Results of Operations

      The Company has recently emerged from the development stage and 
intends to scale up its operations.  Since its inception, the Company has 
been involved in the design and development of its products, the development 
of its relationships with its suppliers and manufacturing contractors and 
the marketing of its products through various distribution channels.  First 
commercial shipments of JD Safety Work Jeans were made in September 1992.  
First commercial shipments of an early version of JD Safety Uniform Pants 
were made during 1994.  In March 1995, relatively small quantities of a 
later version of JD Safety Uniform Pants were sold, and this version became 
the working prototype for the JD Safety Uniform Pants currently manufactured 
by the Company.  The Company experienced during fiscal 1997, and may 
experience during all or a portion of fiscal 1998, substantial fluctuations 
in production volume, order receipt and shipments due to overall product 
demand, inventory levels, working capital availability and ordering and 
payment patterns of new and existing customers.

      The Company's losses to date have principally been the result of 
product design, testing and development expenses, marketing expenses, 
initial production and administrative costs and professional fees.  In 
addition, the Company incurred higher than expected costs of goods sold 
because of the low level of production (and commensurately low volume of raw 
materials purchases), a higher proportion of sample goods to goods available 
for sale, and the initial sewing and cutting of garments at prices 
significantly higher than are now available to the Company.  In November 
1994, the Company lost its then current manufacturer because capital 
constraints precluded the Company from meeting that manufacturer's minimum 
production levels.  Loss of the manufacturer resulted in inventory shortages 
as goods were sold and caused the Company to back-order various sizes of JD 
Safety Work Jeans to most of its customers, who thereupon refused to place 
additional orders until existing back-orders were filled.  Most of these 
back orders were never filled.  The Company was unable to procure a new 
manufacturer until February 1995, with regular production commencing in 
March, 1995.  This manufacturer had difficulty sewing the Company's products 
to its design specifications, forcing the Company to seek a replacement.  
This second switch of manufacturers caused the Company to be unable to 
obtain new finished goods inventory from May 1995 until October 1995.  The 
inventory shortage resulting from these interruptions is still affecting the 
Company, and will continue to affect its operations until the Company's 
operations are scaled up to higher volume levels.  In September 1995, the 
Company obtained a new manufacturing arrangement with Reed.  This 
arrangement provides more operational flexibility than that offered by prior 
manufacturers of the Company.  In particular, Reed's production line permits 
significantly smaller minimum production runs in a given pant size.  This 
permits the Company to balance its inventory at a lower cost because Reed 
will manufacture numerous sizes in a weekly batch run, rather than just one 
size.  This flexibility is especially valuable in light of the Company's 
limited resources.  The absence of this flexibility plus the Company's 
limited capital resources were the two factors which caused the damaging 
inventory shortages experienced by the Company.

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

      For the reasons stated above, the Company believes that its results of 
operations for the years ended February 28, 1997 are not necessarily 
indicative of the Company's future results of operations.  Following the 
Public Offering, the Company significantly increased its expenditures for 
inventory, salaries, advertising and marketing expenditures and other costs 
to increase its level of production.

Fiscal Year 1997 Compared to Fiscal Year 1996

      Net sales for the year ended February 28, 1997 ("fiscal 1997") 
increased 418.8% to $513,233 from $98,935 for the year ended February 29, 
1996 ("fiscal 1996").  This increase was directly attributable to increases 
in unit sales volume.

      Gross margin during fiscal 1997 was 38% of net sales compared to 31% 
of net sales for fiscal 1996.

      Selling, general and administrative ("SG&A") expenses increased 3.6% 
to $844,490 for fiscal 1997 from $815,171 for fiscal 1996.  Increases in 
payroll, research and development and consulting expenses were partially 
offset by decreases in amortization of debt discount, amortization of loan 
fees and advertising expenses.  Interest expense for fiscal 1997 decreased 
56.8% to $167,263 from $387,227 during fiscal 1996 due primarily to the 
reduction on outstanding debt resulting from the conversion of several 
classes of notes.

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

      Accounts receivable increased more than 20 fold  to $221, 983 from 
1996 to 1997 as a result of increased sales.  Inventory increased to 
$828,891 in fiscal 1997 due to a continuous flow of production throughout 
the year.  Finished goods inventory increased 54.3% to $623,171 at February 
28, 1997 from $403,784 a year earlier.  In January 1996, the Company began 
production of its patented JD Safety Uniform Pants in anticipation of a 
product launch in early fiscal 1997.  The decrease in current liabilities in 
fiscal 1997 was largely due to repayments of short-term borrowings and 
accrued interest  following the second closing of the IPO.  Long-term debt 
was reduced significantly to $840,199 at February 28, 1997 from 
$1,002,565, primarily as a result of noteholders converting their notes to 
common stock.

Fiscal Year 1996 Compared to Fiscal Year 1995

      Net sales for the year ended February 29, 1996 ("fiscal 1996") 
decreased 66.1% to $98,935 from $291,703 for the year ended February 28, 
1995 ("fiscal 1995").  This decrease  was directly attributable to decreases 
in unit sales volume described in the following sentences.  During fiscal 
1996 and part of fiscal 1995, commencing in November of 1994, the Company 
lost manufacturing capability and was precluded from aggressively seeking 
orders for shipment.  Spring orders are solicited during the preceding Fall 
season.  Although the Company temporarily resumed with a new manufacturer in 
March 1995, this arrangement was terminated at the end of April 1995 due to 
quality control problems.  During this two month period approximately 10,000 
pairs of finished goods were produced.  Therefore, because the Company was 
not assured of a continuous flow of new inventory, it did not aggressively 
pursue sales.  The Company's new manufacturing arrangement with Reed  did 
not commence until September 1995 and the Company did not begin to receive 
finished goods until late November 1995.  After November 1995 and during a 
portion of the last quarter of fiscal 1996, the Company switched production 
from JD Safety Work Jeans to Safety Uniforms to build inventory to commence 
Uniform marketing. Therefore, although total year end inventory values were 
higher at the end of fiscal 1996 than at the end of fiscal 1995, there were 
smaller quantities of  JD Safety Jeans available for sale.  Gross margin 
during fiscal 1996 was 30.7% of net sales compared to 25% of net sales for 
fiscal 1995.

      Selling, general and administrative ("SG&A") expenses increased 73.5% 
to $815,172 for fiscal 1996 from $469,923 for fiscal 1995 due to increases 
in amortization of debt discount ($141,947), amortization of loan fees 
($86,790), professional fees related, among other things, to the Company's 
private placement offering preceding this Public Offering ($58,803), selling 
expenses ($45,117), consultants ($88,930), travel expenses associated with 
finding a new manufacturer ($12,149) and payroll ($41,592).  Interest 
expense for fiscal 1996 increased 106% to $387,227 from $188,008 during 
fiscal 1995 due to increased borrowing in an attempt to finance inventory 
increases and fund expenses.

      The net loss for fiscal 1996 was $1,171,988, compared to a net loss of 
$585,047 for fiscal 1995.  This increased loss is attributable to the 
shortfall in sales and the increased SG&A and interest expenses discussed 
above.

      Inventory increased in fiscal 1996 due to raw materials acquisitions 
of $147,026.  Also, during fiscal 1996, finished goods inventory increased 
by $225,058 as the Company was seeking to recover from the inventory 
shortage caused by the loss of its manufacturer in November 1994.  The 
increase in liabilities in fiscal 1996 was largely due to an increase in 
notes payable of $178,081, accrued expenses of $101,787, and accounts 
payable of $86,776, all of which were used to fund procurement of raw 
materials and finished goods.

Liquidity and Capital Resources

      From its inception, the Company's principal sources of capital have 
been provided by private placements of the Company's securities as well as 
loans and capital contributions from the Company's principal stockholders.  
In 1992, the Company obtained an SBA guaranteed loan due August 2002, 
secured by real estate owned by a corporation controlled by one of the 
Company's principal stockholders.  At February 28, 1997, the principal 
amount of such loan was approximately $276,706.  The Company has no 
revolving credit facility but has in the past, financed certain purchase 
orders.  The Company received approximately $1,044,000 of net proceeds from 
the first closing of the Public Offering.  At February 28, 1997, the Company 
had working capital of $498,059.  The report of the Company's independent 
auditors on the Company's financial statements for each of the two years 
ended February 28, 1997 contains an explanatory paragraph expressing 
substantial doubt with respect to the Company's ability to continue as a 
going concern. The Company anticipates meeting its future cash requirements 
through the sale of products and obtaining additional financing.  There can 
be no assurance that sufficient cash can be generated from operations or 
financing activities or that the Company will be able to operate profitably 
in the future. 

      Net cash used in operating activities was $1,383,676 in fiscal 1997 
compared to $1,223,341 in fiscal 1996.  This increase was attributable to 
the increase in losses from operations discussed above and a $201,411 
increase in inventory, consisting mostly of finished goods.  The increase in 
the use of funds was partially offset by increases in accounts payable 
($86,776) and accrued expenses ($101,787).  Capital expenditures for fiscal 
1997 were $28,773 and in fiscal 1996 were $31,738.

      The Company utilized a significant portion of the proceeds of the 
Public Offering in order to finance inventory buildup and to fund the 
manufacture and marketing of its products.  These expenditures were 
necessary in order to purchase raw material inventory, finance manufacturing 
costs in connection with cutting, sewing and constructing the products, and 
in connection with promoting and marketing the Company's product line.

Inflation

      The Company does not believe that inflation has had a material effect 
on its results of operations during the past three fiscal years. There can 
be no assurance that the Company's business will not be affected by 
inflation in the future.

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

      None.

                         JD AMERICAN WORKWEAR, INC.
                                BALANCE SHEET
<TABLE>
<CAPTION>
----------------------------------------------------------------------
                                                     February 28, 1997
----------------------------------------------------------------------

<S>                                                  <C>
Assets
Cash and cash equivalents                            $     7,634
Accounts receivable                                      221,983
Inventory  (Note B)                                      828,891
Notes receivable                                           3,170
Prepaid expenses and other current assets                  5,924
----------------------------------------------------------------
      Total current assets                             1,067,602

Property and equipment at cost, less accumulated
 depreciation of $ 106,976                               100,559

Intangible assets, at cost, less accumulated
 amortization of $ 192,725                                91,483

Other assets, net                                          9,928
----------------------------------------------------------------
                                                     $ 1,269,572
================================================================

Liabilities and Capital Deficit
Current portion of notes payable                     $   277,134
Accounts payable and accrued expenses                    219,529
Accrued interest on notes payable (Note D)                57,497
Short-term loans                                          15,024
----------------------------------------------------------------
      Total current liabilities                          569,184

Notes payable,  less current portion                     840,199
----------------------------------------------------------------
      Total liabilities                                1,409,383
----------------------------------------------------------------

Capital Deficit
Preferred stock, $ .001 par value; authorized, 1,000,000
 shares, issued and outstanding, 0 shares
Common stock, $ .002 par value; authorized, 4,500,000
 shares, issued and outstanding, 1,708,433 shares          3,417

Additional paid- in capital                            3,191,229
Accumulated deficit                                   (3,334,457)
----------------------------------------------------------------
      Total capital deficit                             (139,811)
----------------------------------------------------------------
                                                     $ 1,269,572
================================================================
</TABLE>


                         JD AMERICAN WORKWEAR, INC.
                          STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Year ended                                       February 28, 1997    February 29, 1996
---------------------------------------------------------------------------------------

<S>                                              <C>                  <C>
Net Sales                                        $  513,233           $    98,935 
---------------------------------------------------------------------------------

Costs of goods sold                                 316,350                68,524
--------------------------------------------------------------------------------- 
                                                    196,883                30,411 

Selling, general and administrative expenses        844,490               815,172
---------------------------------------------------------------------------------

Loss from operations                               (647,607)             (784,761)
---------------------------------------------------------------------------------

Other income (expense)
  Interest income                                    10,662                     0 
  Interest expense                                 (167,263)             (387,227)
  Other income                                            0                     0 
---------------------------------------------------------------------------------
                                                   (156,601)             (387,227)
---------------------------------------------------------------------------------

Net loss                                         $ (804,208)          $(1,171,988)
=================================================================================

Net loss per common share                             (0.48)                (1.21)

      Weighted average number of shares
       outstanding                                1,676,305               969,762 
</TABLE>


                         JD AMERICAN WORKWEAR, INC.
                          STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Increase (Decrease) in Cash
---------------------------------------------------------------------------------------
Year ended                                       February 28, 1997    February 29, 1996
---------------------------------------------------------------------------------------

<S>                                              <C>                  <C>
Cash flows from operating activities
  Net loss                                       $  (804,208)         $(1,171,988)
  Adjustments to reconcile net loss to net
   cash provided by operating activities
    Depreciation and amortization                     47,959              121,720 
    (Increase) decrease in assets
      Accounts receivable                           (213,552)              13,279 
      Inventory                                     (201,411)            (376,345)
      Prepaid expenses and other current assets       (5,603)                   0 
      Other assets                                    (3,170)               1,430 
    Increase (decrease) in liabilities
      Accounts payable and accrued expenses         (203,691)             188,563 
---------------------------------------------------------------------------------
      Net cash used by operating activities       (1,383,676)          (1,223,341)
---------------------------------------------------------------------------------

Cash flows from investing activities
  Capital expenditures                               (28,773)             (31,738)
---------------------------------------------------------------------------------
      Net cash used in investing activities          (28,773)             (31,738)
---------------------------------------------------------------------------------

Cash flows from financing activities
  Proceeds from the issuance of common stock         544,888            1,562,500 
  Principal advances on notes payable and
   long-term debt                                     15,024            1,380,000 
  Costs of raising capital                            (6,600)            (299,880)
  Repayments on notes payable and long-term debt    (345,602)            (173,599)
---------------------------------------------------------------------------------
      Net cash provided by financing activities      207,710            2,469,021 
---------------------------------------------------------------------------------

Increase (decrease) in cash                       (1,213,124)           1,213,942 
Cash and cash equivalents, beginning of year       1,220,758                6,816 
---------------------------------------------------------------------------------

Cash and cash equivalents, end of year           $     7,634          $ 1,220,758 
=================================================================================

Supplemental information:
  Interest paid                                  $    58,300          $    48,486 
  See Note G-6 with respect to conversion of
   debt.
</TABLE>


                         JD AMERICAN WORKWEAR, INC.
                 STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

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

<S>                                                    <C>           <C>         <C>            <C>              <C>
Balance, February 28, 1995                             972,500        1,945          87,527      (1,358,261)     (1,268,789)
Common stock warrants issued in conjunction with
 notes payable                                                                      210,551                         210,551 
Costs related to private placement                                                  (24,152)        (24,152)
Surrender and cancellation of shares issued in a
 prior period                                           (7,500)         (15)             15                               0 
Initial public offering of stock, net of offering
 costs (1st)                                           250,000          500       1,043,638                       1,044,138 
Shares issued to retire debt (12% notes)               349,225          698       1,133,121                       1,133,819 
Net loss for the year                                                                            (1,171,988)     (1,171,988)
---------------------------------------------------------------------------------------------------------------------------
Balance, February 29, 1996                           1,564,225        3,128      $2,450,700     ($2,530,249)     ($  76,421)

Initial public offering of stock, net of offering
 costs                                                  77,768          156         422,401                         422,557 
Shares issued to retire debt (15% notes)                63,440          127         253,634                         253,761 
Shares issued for services                               3,000            6           4,494                           4,500 
Warrants issued for services                                                         60,000                          60,000 
Net loss for the year                                                                              (804,208)       (804,208)
---------------------------------------------------------------------------------------------------------------------------
Balance, February 28, 1997                           1,708,433       $3,417      $3,191,229     ($3,334,457)     ($ 139,811)
===========================================================================================================================
</TABLE>


                          JD AMERCAN WORKWEAR, INC.
                        NOTES TO FINANCIAL STATEMENTS

(NOTE A) - The Company and its Significant Accounting Policies:

      None.

(NOTE A) - The Company and its Significant Accounting Policies:

      [1]  The Company:

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

      Substantial losses have been incurred since inception and additional 
future losses are anticipated as the Company continues to expand operations 
and establish itself in the market.  These factors raise substantial doubt
about 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.  As more fully described in Note G, 
during the year ended February 28, 1997, the Company completed an initial 
public offering of units consisting of one share of common stock and one 
redeemable Class A common stock purchase warrant.  Management believes that 
these proceeds will enable the Company to meet its cash requirements in the 
short term, but additional capital will be required to sustain operations 
through February, 28, 1998.  The Company anticipates meeting its future cash 
requirements through the sale of products and obtaining additional 
financing.  There can be no assurance that sufficient cash can be generated 
from operations or financing activities or that the Company will be able to 
operate profitably in the future. 

      [2]  Property and equipment:

      Property and equipment are stated at cost.  Depreciation is computed 
using the straight-line and accelerated methods over the estimated useful 
lives of the assets.  Leasehold improvements are stated at cost and are 
amortized over the shorter of the term of the lease or the estimated useful 
life of the asset.

      [3]  Intangible assets:

      Organization costs are stated at cost and are being amortized over 60 
months.  Loan origination fees are stated at cost and are amortized over the 
life of the loan.  Patent costs are stated at cost and are being amortized 
over the estimated useful life of the patent.  If the sum of the expected
future undiscounted cash flows related to patent costs is less than the
carrying amount of such costs, a loss will be recognized.

      [4]  Inventory:

      Inventory is stated at the lower of cost or market value using the 
first-in, first-out (FIFO) method.

      [5]  Cash and cash equivalents:

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

      [6]  Revenue recognition:

      Revenues are recognized when products are shipped.  The Company 
provides for returns  and allowances, which have not been significant to 
date, on a customer-by -customer basis when incurred. The Company will 
provide for returns and allowances when it is determined that such an amount 
would be significant.

      [7]  Loss per share:

      Loss per share is calculated based on the average number of shares of 
common stock outstanding during the period.  For the years ended February 
28, 1997 and February 29, 1996, options and warrants have not been 
considered as they are anti-dilutive.  Pursuant to the requirements of the
Securities and Exchange Commission, common shares, or other potentially 
dilutive instruments issued by the Company during the twelve months 
immediately preceding the initial filing of the registration statement for
the Company's initial public offering at prices below the expected public
offering price have been included in the calculation for the year ended
February 29, 1996 as if they were outstanding for that year.

      [8]  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.

      [9]  Stock-based compensation:

      The Company accounts for its employee stock-based compensation under 
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to 
Employees".  In October 1995, the Financial Accounting Standards Board 
issued Statement of Financial Accounting Standards No. 123, "Accounting for 
Stock-Based Compensation" (SFAS No. 123").  SFAS No. 123 establishes a fair-
value-based method of accounting for stock-based compensation plans.  The 
Company adopted the disclosure only alternative in 1996 which required 
disclosure of the pro-forma effects on loss and loss per share as if SFAS 
No. 123 had been adopted, as well as certain other information.

      [10]  New Accounting Pronouncement:

      In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share
("SFAS 128").  SFAS 128 establishes new standards for computing and
presenting earnings per share.  SFAS 128 is effective for periods ending
after December 15, 1997.  The Company has not quantified what effect, if
any, the adoption of SFAS 128 will have on its net loss per share of 
common stock.

(NOTE B) - Inventories:

      The components of inventories at February 28, 1997 are as follows: 

<TABLE>
      <S>                                         <C>
      Raw materials                               $140,746
      Finished goods                               623,171
      Work-in-process                               64,974
                                                  --------
        Total                                     $828,891
                                                  ========
</TABLE>

(NOTE C) - Property, Equipment and Intangible Assets:

      Property and equipment at February 28, 1997 is summarized as follows:

<TABLE>
<CAPTION>
                                        Amount        Estimated Lives
                                                      in Years
      ---------------------------------------------------------------

      <S>                               <C>           <S>
      Leasehold improvements            $ 73,788      Five to ten
      Furniture and fixtures              25,182      Five to seven
      Machinery and equipment             91,119      Five to seven
      Motor vehicle                       17,446      Five
                                        --------
           Total                         207,535
      Less accumulated depreciation 
       and amortization                 (106,976)
                                        --------
           Balance                      $100,559
                                        ========
</TABLE>

      Intangible assets at February 28, 1997 are summarized as follows:

<TABLE>
<CAPTION>
                                        Amount       Estimated
                                                     Lives in Years
                                        ---------------------------

      <S>                               <C>          <C>
      Loan origination fees             $221,638     One to eight
      Patent costs                        52,070     Seventeen
      Organization costs                  10,500     Five to seven
                                        --------
                                         284,208
      Less accumulated amortization     (192,725)
                                        --------
           Balance                      $ 91,483
                                        ========
</TABLE>

(NOTE D) - Notes payable and long-term debt:

      Details of the Company's notes payable and long-term debt as of 
February 28, 1997 are as follows:

<TABLE>

<S>                                                               <C>
Note Payable to a bank at the prime rate plus 2 3/4%.
 Payable in monthly installments of $8,000 principal,
 plus accrued interest through August 2002, 
 The note is collateraized by all Company assets and
 real estate owned by certain stockholders.  The note is
 guaranteed in part by the U.S. Small Business Administration.
 In addition, the note is personnally guaranteed by certain
 stockholders of the Company.                                    $  276,706

Note payable to the Small Business Loan Fund Corporation,
 due in April, 1994 bearing interest at 5.4% annually. 
 The note is collateralized by the corporate assets of the
 Company and is personnally guaranteed by the President
 of the Company.                                                      7,303

11% convertible subordinated notes due to investors. 
 The notes mature on September 30, 1998.  The notes are
 subordinate in right of payment to all indebtedness of the
 Company outstanding as of August 15, 1995 or to be incurred
 in the future.  In conjunction with these notes, the Company
 issued warrants to purchase 112,500 shares of the Company's
 common stock at a price of $2.00 per share.  The warrants
 expire on September 30, 2000.  The value assigned to the
 warrants, amounting to $112,500.  is being accounted for
 as a debt discount and is being amortized over the
 period of time the notes are outstanding.  The effective
 interest rate, including amrtization of the discount is
 approximately 17%.  These notes, including accrued interest
 are convertible at the option of the holder, into common
 stock at $5.40 per share, subject to adjustment as defined
 in the agreement.                                                  479,493

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

12% note due to an investor.  The note is due on December
 31, 1997.  The note is collateralided by a mortgage on real
 estate owned by the parents of the President of the Company.        60,000

10% note issued to investors due on April 30, 1998.  The
 notes are subordinated in right of payment to all
 indebtedness of the Company outstanding as of February
 1997 or to be incurred in the future.
 The notes are collateralized by a first priority
 security interest in all inventory of the Company.                 170,000

Loan payable due to an investor, due on February 11, 1997.
 In addtion to principal and interest, the Company is to
 pay a fee of $1,000 at maturity.                                    28,300

Non-interest bearing demand note due to a company owned by
 the parents of the President of the Company.                         3,000

Non-interest bearing demand note due to the parents
 of the President of the Company.                                    37,980

Non-interest bearing demand note due to the President
 of the Company.                                                      4,551

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

      Total                                                       1,117,333

      Less current portion                                          277,134
                                                                 ----------

      NET LONG-TERM DEBT                                         $  840,199
                                                                 ==========
</TABLE>

Interest expense charged to operations related to these notes for the years 
ended February 28, 1997 and February 29, 1996 and February 28, 1995 was 
$167,263 and $387,227, respectively.

See Note G with respect to the conversion of debt.

(NOTE D) - Notes Payable and Long-Term Debt:  (continued)

      The scheduled repayment of debt at February 28, 1997 is as follows:

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

      <S>                                     <C>
      1998                                    $  277,134
      1999                                       745,493
      2000                                        84,706
      2001                                        10,000
                                              ----------
      Total                                   $1,117,333
                                              ==========
</TABLE>

      Through  February 28, 1996, the Company has not received any waivers 
from the noteholders of past due notes.  See Note J for payments of debt 
subsequent to February 28, 1997.

(NOTE E) - Related Party Transactions:

      As stated in NOTE D, the Company has had certain borrowing 
transactions with related parties.  Certain of these related party 
obligations are not formalized by any written agreements and per management 
and the related parties, are noninterest bearing.  Accordingly, for the 
years ended February 28, 1997 and February 29, 1996 there has been no 
interest expense charged to operations related to these obligations.  

      Two of the Company's stockholders, one of whom is a director of the 
Company, are the principal stockholders in a corporation that has provided 
consulting services to the Company pursuant to various agreements.
The latest agreement gives the corporation the right to bid on future 
overseas production of the Company, but does not contain any minimum
payments.  See Note F [3] with regards to a consulting agreement between 
the Company and the aforementioned director of the Company.

      A director of the Company, who is also a warrant holder, is a partner 
of a law firm that provides various legal services to the Company.  During 
fiscal 1997, fees of approximately $39,000 were incurred. During fiscal 
1996, legal fees incurred to the law firm were approximately $220,000, which 
amount included fees for two private placement and the public offering of 
stock in 1996 

(NOTE F) - Commitments and Contingency:

      [1]   Employment agreement:

      The Company has an employment agreement with one key employee which 
calls for minimum annual compensation of approximately $85,000 through 
February 1998, with annual increases of $20,000 through February 2000.  
This agreement also contains bonus stipulations based upon a percentage 
of the Company's pre-tax income (as defined) for each fiscal year 
in accordance with a sliding scale schedule contained in the agreements.  No 
bonus is earned unless and until the Company earns pre-tax income in excess 
of $5 million.

      [2]   Leases:  

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

      Future annual rent under this lease is as follows:

<TABLE>
<CAPTION>
      Year Ending
      February 28,
      ------------

      <S>                                     <C>
      1998                                    24,000
      1999                                    24,000
      2000                                     4,000
                                              ------
      Total                                   52,000
</TABLE>

      Rent expense charged to operations for the years ended February 28, 
1997 and February 29, 1996, was $32,400 and $24,000, respectively.

      [3]  Consulting agreement:

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

      In connection with their agreement to provide financial consulting 
services to the Company for a three (3) year period commencing August 1996, 
the Company issued on August 6, 1996 to each of Messrs. Joseph Lussier and 
William Durkin, warrants to purchase 232,824 shares of Common Stock expiring 
August 7, 2003, or a total of 465,648 shares.  The warrants are divided into 
two (2) classes, time warrants which contain vesting provisions based solely 
on the expiration of time, and performance warrants, containing vesting 
provisions based upon the price of the Company's Common Stock during various 
periods.  Messrs. Durkin and Lussier received 136,200 time warrants and 
96,624 performance warrants each.  As of the date of this report, none of 
the performance warrants have vested, but a portion of such warrants may 
potentially vest, depending on satisfaction of the vesting conditions 
contained therein.  At the date hereof, an aggregate of 217,920 (or 108,960 
per holder) of the time warrants have vested and are exercisable.  The 
exercise price of all of the warrants is $4.00 per share, subject to 
adjustment under certain circumstances.  Messrs. Lussier and Durkin are 
affiliated with Merit Capital Associates, Inc., the underwriter of the 
Company's Public Offering.  In connection with the issuance of the warrants, 
the Company recorded an expense in its financial statements in accordance 
with FASB No. 123 in the amount of $60,000 for the fiscal year ended 
February 28, 1997.      

      [4]  Settlement of dispute:

      During the year ended February 29, 1996, the Company entered into an 
agreement whereby a dispute over fees charged by a financial consultant was 
settled.  The Company agreed to pay the consultant $52,000 in settlement of 
all past services.  The financial statements as of February 29, 1996 reflect 
this settlement.

(NOTE G) - Capitalization:

      [1]   Public offering of securities:

      In February 1996, the Company completed a first closing of its initial 
public offering of units (as defined below) whereby the Company sold 250,000 
units for net proceeds, after offering costs, of approximately $1,044,000.  
Each unit consists of one share of common stock and one redeemable Class A 
common stock purchase warrant. The Class A warrants, which expire in January 
2001, enable the holder to purchase a unit for $7, subject to adjustments, 
consisting of one share of common stock and one redeemable Class B warrant.  
Each Class B warrant will enable the holder to purchase one share of common 
stock for $8, subject to adjustment.  The Class B warrants also expire in 
January 2001.

      In April 1996, the Company has a second closing of its initial public 
offering of units whereby the Company sold an additional 77,768 units for 
net proceeds, after offering costs, of approximately $425,000. 

      In February 1996, the underwriter of the public offering,  pursuant to 
the underwriting agreement, received an option to purchase 25,000 units at a 
price of $8.4375 per unit.  The option becomes exercisable in January 1998 
and expires in January 2001.  In April 1996, the underwriter of the public 
offering,  pursuant to the underwriting agreement, received an option to 
purchase an additional 7,768 units at a price of $8.4375 per unit.  The 
option becomes exercisable in January 1998 and expires in January 2001.

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

      [2]  Common stock options:

      The Company has established a stock option plan which provides for the 
granting of options to purchase up to 250,000 shares of common stock.  
Options activity for the years ended February 28, 1997 and February 29, 1996 
is summarized as follows:

<TABLE>
<CAPTION>
                                       Number      Weighted-Average
                                       of          Option
                                       Shares      Price Per Share
                                       ----------------------------

      <S>                              <C>         <C>
      Balance - February 29, 1995      12,500      $1.50
      Granted                          12,500      $2.00
                                       -----------------
      Balance - February 29, 1996      25,000      $1.75
      Cancelled                        12,500      $2.00
                                       -----------------
      Balance - February 28, 1997      12,500      $1.50
</TABLE>

      Subsequent to the close of fiscal year ended February 28, 1997, 
options to purchase 200,000 were granted to a consult at exercise price of
between $2.50-$3.25 per share.

      Options for 12,500 shares are exercisable at February 28, 1997 at an 
exercise price and a weighted average exercise price of $1.50 per share, 
with a weighted average remaining contractual life of 9 years.  At February 
28, 1997, options to purchase 237,500 shares were available for
grants under the plan.   See Note G [1] with respect to an option to 
purchase units granted to the underwriter of the public offering.

      The Company adopted the disclosure only provisions of SFAS No. 123, 
"Accounting for Stock-Based Compensation" but applies Accounting Principles 
Board Opinion No. 25, and related interpretations in accounting for its 
plans.  There was no compensation expense recognised in fiscal 1996 or 1995.
If the Company had elected to recognise compensation cost for the plans based 
on the fair value at the grant date for awqards under the plans, consistent 
with the method prescribed by SFAS No. 123, net loss per share would have 
been changed to the pro-forma amounts indicated below.

<TABLE>
<CAPTION>
                                           Year ended February 28,
                                           1997            1996
                                           -----------------------

      <S>                <C>               <C>             <C>
      Net loss           As reported       ($804,208)      ($1,171,987)
                         Pro forma         ($804,208)      ($1,178,987)
      Loss per share     As reported       ($0.48)         ($1.21)
                         Pro forma         ($0.48)         ($1.21)
</TABLE>

      The fair value of the Company's stock options used to compute pro 
forma net loss and net loss per share disclosures is the estimated present 
value at grant date using the Black-Scholes option-pricing model with the 
following weighted average assumptions for 1997 and 1996:  dividend yield of 
0 %; expected volitility of 30%; and risk free interest rate of 6.1%; and an 
expected holding period of ten years.

      [3]   Warrants:

      The Company has issued warrants to purchase common stock in connection 
with the issuance of notes payable, the sale of units (Note G) [1], and as 
compensation for professional service providers.  Warrants outstanding at 
February 28, 1997 are as follows:

<TABLE>
<CAPTION>
                                     Number of
                                     Underlying   Exercise Price
Warrants to Purchase                 Shares       Per Security      Expiration Date
-----------------------------------------------------------------------------------
						 
<S>                                  <C>          <C>               <C>
Common stock and Class B warrant     250,000      $7.00             January 3, 2001
Common stock                         112,500      $2.00             September 30, 2000
Common stock                         465,648      $4.00             August 7, 2003
</TABLE>

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

      [4]   Repurchase of securities:

      A noteholder and stockholder of the Company exchanged his note and 
shares for a cash payment of $22,000.  The amount due the noteholder, 
including accrued interest, approximated $24,000.  The Company recognized a 
gain of approximately $2,000 in the year ended February 29, 1996.

      [5]   Reverse stock split:

      On October 1, 1995, the Company's Board of Directors authorized a one 
for two reverse stock split and changed the par value per share of common 
stock from $.001 to $.002.  Stockholders' equity at that date was restated 
to give retroactive recognition to the reverse stock split and change in par 
value for all periods presented.  In addition, all references in the 
financial statements to number of shares, per share amounts, stock option 
data, and stock warrant data have also been restated.

      [6]   Conversion of 15% P.O. Financing Note:

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

(NOTE H) - Income Taxes:

      At February 28, 1997, the Company had no current or deferred tax 
liability.

      At February 28, 1997, the Company had net operating losses for federal 
income tax purposes amounting to approximately $2,700,000 that expire 
through 2012 and had deferred tax assets due to the net operating loss
carryovers and temporary differences amounting to approximately $1,070,000, 
all of which have been fully reserved since the likelihood of the realization 
of the benefits cannot be established.

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

(NOTE I) - Major Customers:

      For fiscal 1997, the Company's four largest customers accounted for 
approximately $300,000 or 60% of the Company's net sales for the fiscal 
year, 21% to the largest customer (Mason Shoe Company), 17% to Shawnmark 
Industries and 11% each to JC Penney and American Linen Supply.  For fiscal 
1996, the Company's three largest customers accounted for approximately 
$45,500 or 46% of the Company's net sales for the fiscal year.  Mills Fleet 
Farm, the single largest customer, accounted for 32% of the Company's 1996 
net sales.   No other customers accounted for 10% or more of such sales.


REPORT OF INDEPENDENT AUDITORS

To The Board of Directors
JD American Workwear, Inc.
Coventry, Rhode Island  02186

      We have audited the accompanying balance sheet of JD American 
Workwear, Inc. as at February 28, 1997, and the related statements of 
operations, changes in capital deficiency and cash flows for each of the 
years in the two year period ended February 28, 1997.  These financial 
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements 
based on our audits.

      We conducted our audits 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 audits provide a 
reasonable basis for our opinion.

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

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

/s/ RICHARD A. EISNER & COMPANY, LLP

Cambridge, Massachusetts
May 30, 1997


                                  PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

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

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

<S>                      <C>         <C>
David N. DeBaene         38          Chairman of the Board, President and
                                     Chief Executive Officer

Thomas A. Lisi           52          Vice President/Marketing, Director and
                                     Consultant

Anthony P. Santucci      34          Chief Financial Officer

Gerard S. DiFiore        37          Assistant Secretary and Director

Elizabeth Cotter         35          Director

Dean M. Denuccio         31          Director
</TABLE>

      David N. DeBaene, Chairman of the Board, President, and Chief 
Executive Officer.  Mr. DeBaene is the founder of the Company and was 
responsible for obtaining the patent on the original Jaque Dubois 
Construction Jean.  Mr. DeBaene is responsible for all executive level 
functions regarding the Company's operations and also shares responsibility 
for raw materials sourcing and procurement, manufacturing arrangements, 
product development, marketing and sales.  Prior to founding the Company, 
for 14 years Mr. DeBaene was an owner and/or foreman of a construction 
company headquartered in West Warwick, Rhode Island, and also was involved 
in nursing home administration from 1984 to 1990.

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

      Anthony P. Santucci, Chief Financial Officer.  Mr. Santucci became the 
Company's Chief Financial Officer in September 1996.  Mr. Santucci is also 
President of Bevco Plastics Company  ("Bevco") a privately held corporation 
engaged in manufacturing and distribution of flexible vinyl products.  From 
1992 to 1995, Mr. Santucci was Chief Financial Officer of South Pointe 
Enterprises, Inc., a publicly held company engaged in distribution of home 
videos.  While at South Pointe, Mr. Santucci's's responsibilities included 
all accounting, financial reporting, financial planning, risk management, 
tax functions, and managing a staff of 160 20 persons.  During 1990 and 
1991, Mr. Santucci was Controller of Weingeroff Enterprises, Inc., a 
privately held  jewelry manufacturing company.  From 1988 to 1990, Mr. 
Santucci was Finance Manager of A. Santucci Wholesale, Inc., a family owned 
and operated wholesale food service distributor.    From 1984 to 1988, Mr. 
Santucci was a senior accountant with Ernst & Young, LLP (formerly Arthur 
Young and Company).  In 1985 Mr. Santucci received a B.S. in Business 
Administration from Bryant College.

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

      Gerard S. DiFiore, Esq., Assistant Secretary and Director.  Mr. 
DiFiore became a Director of the Company in February 1995 and has been 
Assistant Secretary of the Company since January 1994.  For more than the 
past ten years, Mr. DiFiore has practiced law concentrating in the areas of 
securities, corporate, banking and business law.  Since 1995, Mr. DiFiore 
has been a partner with Herten, Burstein, Sheridan, Cevasco, Bottinelli & 
Litt.  From 1990 to 1994, Mr. DiFiore was associated with Robinson, St. John 
& Wayne, a Newark, New Jersey firm.  From 1987 to 1990, Mr. DiFiore was 
associated with Bachner, Tally, Polevoy & Misher of New York City.  From 
1984 to 1987, Mr. DiFiore was an attorney in the Division of Corporation 
Finance with the U.S. Securities and Exchange Commission, Washington, DC.  
Mr. DiFiore is a member of the American Bar Association (Member, Business 
Law Section, Committee Member, Federal Regulation of Securities) and the New 
Jersey Bar Association (Committee Member, Corporate and Securities Law 
Committee).  In 1984, Mr. DiFiore received a J.D. cum laude from Suffolk 
University Law School, Boston, Massachusetts, and in 1981 received a B.A. in 
Economics with honors from the University of Vermont.

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

Compliance with Section 16(a) of the Securities Exchange of 1934

      Section 16(a) of the Securities Exchange Act of 1934, as amended, (the 
Exchange Act") requires officers, directors and persons who own more than 
10% of a class of equity securities registered pursuant to Section 12 of the 
Exchange Act to file reports of ownership and changes in ownership with the 
Securities and Exchange Commission and the principal exchange upon which 
such securities are traded or quoted.  Officers, directors and greater than 
10% shareholders are also required by SEC regulation to furnish copies of 
any such reports filed pursuant to Section 16(a) with the Company.  Since 
the Company currently does not have a class of equity securities registered 
pursuant to Section 12 of the Exchange Act, there is no obligation upon the 
Company's officers, directors and 10% or greater stockholders to file any 
such reports pursuant to Section 16(a) of the Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

      The following table sets forth a summary for the fiscal years ended 
February 28, 1997, 1996, and 1995, respectively, of the cash and non-cash 
compensation awarded, paid or accrued, by the Company to the President and 
CEO and to the Company's second most highly compensated executive officer 
who was serving as such at the end of fiscal 1997 (collectively, the "named 
executive officers").  The Company at no time during the last three fiscal 
years had more than two named executive officers and no officer of the 
company earned annual compensation of $100,000 or more.

                         SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                   Long-Term
                                                                   Compensation
      Name and                Fiscal                               Options by         All Other
      Principal Position      Year        Annual Compensation      No. of Shares      Compensation
                                           Salary       Bonus      -                  -
--------------------------------------------------------------------------------------------------

      <S>                     <C>          <C>          <C>        <C>                <C> 
      David N. DeBaene,       1997(1)      $85,000        -        -                  -
      President and CEO       1996          57,557        0        -                  -
                              1995          42,498      650        -                  -
      Anthony P. Santucci,    1997           7,500        -        -                  -
      CFO                     1996               -        -        -                  -
                              1995               -        -        -                  -

<F1> Under his employment agreement, Mr. DeBaene was entitled to be paid at 
     a rate of $85,000 per annum, however, in order to conserve cash, has 
     agreed to defer approximately $10,000 of such compensation.
</TABLE>

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

Employment Agreements

      Effective as of March 1, 1995, the Company entered into an employment 
agreement with each of David N. DeBaene and Elizabeth Cotter for their 
services as Chairman and President and Executive Vice President, 
respectively.  The agreement is for a base term of five (5) years, and is 
thereafter renewable for additional periods of one (1) year with respect to 
Ms. Cotter and three (3) years with respect to Mr. DeBaene, unless the 
Company gives notice to the contrary.  In accordance with his agreement with 
the Company, Mr. DeBaene's first year base salary is $65,000, increasing 
annually thereafter in $20,000 increments, and Ms. Cotter's first year 
annual base salary is $38,000, increasing annually thereafter in $10,000 
increments.  In order to conserve resources, Mr. DeBaene has deferred the 
implementation of his salary increase.  In addition, each executive Mr. 
DeBaene is entitled to receive an annual cash bonus based upon a percentage 
of the Company's pre-tax income (as defined) for each fiscal year in 
accordance with a sliding scale schedule contained in the agreements.  No 
bonus is payable unless and until the Company earns pre-tax income in excess 
of $5 million.  The agreement also provides for certain non-competition and 
non-disclosure covenants of the executive and for certain Company paid 
fringe benefits such as disability insurance and inclusion in pension, 
profit sharing, stock option, savings, hospitalization and other benefit 
plans at such times as the Company shall adopt them.  Mr. DeBaene is not 
eligible to receive awards under the Company's 1995 Stock Option Plan since 
he is on the Committee administering the Plan.

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

      Effective as of June 1, 1996, the Company entered into an Consulting 
Agreement with Thomas A. Lisi for his services on a part-time basis as Vice 
President/Marketing & Manufacturing.  Mr. Lisi is obligated to render 
services of not more than eight hours per week at the Company's headquarters 
facility and is compensated at a rate of $42.50 per hour, without benefits.  
The Consulting Agreement is for an initial trial term of three months 
subject to termination by either party upon 30 days prior written notice.  
After the expiration of the trial period, the agreement will continue for 
successive three month periods, unless terminated by either party.

Director Compensation

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

Compensation Committee

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

Stock Option Plan

      The 1995 Stock Option Plan.  The Company's 1995 Stock Option Plan (the 
"Plan") adopted by the Company's Board of Directors in February 1995 and by 
the stockholders in July 1995, provides for the issuance of options 
("Options") to employees, officers and, under certain circumstances, 
directors of and consultants to the Company ("Eligible Participants").  
Options granted under the plan may be either "incentive stock options" 
("ISOs") as defined in Section 422 of the Internal Revenue Code of 1986, as 
amended (the "Code") or "nonqualified stock options" ("NQSOs").  The Plan 
does not provide for the issuance of stock appreciation rights but does 
permit the granting of restricted stock and deferred stock awards.  A total 
of 250,000 shares of Common Stock is currently reserved for issuance under 
the Plan.  The Plan is administered by David N. DeBaene and Gerald S. 
DiFiore, who constitute the Compensation Committee of the Board of Directors 
("Committee").  The Committee has sole discretion and authority, consistent 
with the provisions of the Plan, to select the Eligible Participants to whom 
Options will be granted under the Plan, the number of shares which will be 
covered by each Option and the form and terms of the agreement to be used.  
All employees and officers of the Company (except for members of the 
Committee) are eligible to participate in the Plan.  Directors are eligible 
to participate only if they have been declared to be "eligible directors" by 
resolution of the Board of Directors.  Members of the Committee are not 
Eligible Participants.  At February 28, 1997, approximately 9 persons were 
eligible to receive ISOs under the Plan.

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

      During fiscal 1996, one Option was granted under the Plan to Mr. 
Zambelli, the Company's Chief Financial Officer.  The Option was an ISO to 
purchase 12,500 shares at an exercise price of $2.00 per share.  There were 
no other grants of Options under the Plan during fiscal 1997, although 
after the close of the fiscal year, NQSOs to purchase 200,000 shares were 
granted to a financial consultant.

      As of the date of this report, there are outstanding ISOs to purchase 
12,500 shares issued to Mr. Zambelli, and NQSOs to purchase 12,500 shares 
issued to Mr. Lisi, having a weighted average an exercise price of $1.50 per 
share and NQSOs to purchase 200,000 shares having excercise prices of $2.50 
and $3.25 per share.  In connection with the Public Offering, the Company 
agreed to restrict the amount of Options available for grant under the Plan 
to 15% of the number of shares of Common Stock outstanding.

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

      The following table sets forth information with respect to individual 
grants of stock options to the named executive officers during fiscal 1997.

<TABLE>
<CAPTION>
                                                       Percent of Total
                              Number of Securities     Options/SARs             Exercise or
                              Underlying Options/      Granted to Employees     Base Price      Expiration
      Name of Officer         SARS Granted             in Fiscal Year           ($/Sh.)         Date
      ----------------------------------------------------------------------------------------------------

      <S>                     <C>                      <C>
      David N. DeBaene        -                        -                          -           -
      Anthony Santucci        -                        -                          -           -
</TABLE>

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

      The following table sets forth information with respect to the named 
executive officers concerning the exercises of Options during fiscal 1997 
and the number and value of unexercised Options held as of the end of fiscal 
1997.

<TABLE>
<CAPTION>
                                                                                                  Value of Unexercised
                                                              No. of Unexercised                  In-the-Money Options
                            No. of Shares                     Options at Fiscal Year-End          at Fiscal Year-End (2)
                            Acquired on     Value             ------------------------------      ------------------------------
      Name                  Exercise        Realized (1)      Exercisable      Unexercisable      Exercisable      Unexercisable
--------------------------------------------------------------------------------------------------------------------------------

      <S>                   <C>             <C>               <C>              <C>               <C>               <C>
      David N. DeBaene      -               -                    -                -              $    -            $    -
      Anthony Santucci      -               -                    -                -                   -                 -

<F1> Value realized is calculated to equal the market price of the Common 
     Stock at exercise less the exercise price.
<F2> Represents the difference between $6.00 the market price of the Common 
     Stock on February 28, 1997 (fiscal year end) and the exercise price of 
     the option, multiplied by the number of options for each respective 
     person named.
</TABLE>

Option Repricing

      Not applicable.

Compensation Committee Interlock and Insider Participation

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

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth as of June 1, 1997 certain information 
regarding the ownership of the Common Stock by (i) each person known by the 
Company to be the beneficial owner of more than 5% of the Common Stock, (ii) 
each of the Company's directors, and (iii) all of the Company's executive 
officers and directors as a group.  Beneficial ownership has been determined 
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as 
amended.  Under this Rule, certain shares may be deemed to be beneficially 
owned by more than one person (such as where persons share voting power or 
investment power).  In addition, shares are deemed to be beneficially owned 
by a person if the person has the right to acquire the shares (for example, 
upon exercise of an option) within 60 days of the date as of which the 
information is provided; in computing the percentage ownership of any 
person, the amount of shares outstanding is deemed to include the amount of 
shares beneficially owned by such person (and only such person) by reason of 
these acquisition rights.  As a result, the percentage of outstanding shares 
of any person as shown in the following table does not necessarily reflect 
the person's actual ownership or voting power at any particular date.

<TABLE>
<CAPTION>
      Name and Address              Amount and Nature of
      or Number in Group            Beneficial Ownership(1)      Percentage of Class
      ------------------------------------------------------------------------------

      <S>                           <C>                          <C>
      David N. DeBaene              613,300(2)                   34.40%
      Annette DeBaene                51,000(3)                    2.90%
      Norman DeBaene                 48,000(3)                    2.70%
      Elizabeth Cotter               12,500(4)                       *
      Thomas A. Lisi                 62,500(5)                    3.50%
      Gerard S. DiFiore              50,000(6)                    2.70%
      Joseph Lussier                136,200(7)                    7.10%
      William Durkin                152,200(7)                    7.90%
      Dean M. Denuccio                    -                          -
      All Officers and Directors
       as a group (6 persons)       738,300(5)(6)                40.00%

<F*> less than 1%.
<F1> Except as otherwise indicated, each named holder has, to the Company's 
     knowledge, sole voting and investment power with respect to the shares 
     indicated.
<F2> Includes 25,800 shares owned of record by David N. DeBaene's sister.
<F3> Annette and Norman DeBaene are the parents of David N. DeBaene.
<F4> Ms. Cotter is the spouse of David N. DeBaene.
<F5> Includes shares issuable upon exercise of 12,500 non-qualified stock 
     options.
<F6> Includes shares issuable upon exercise of 50,000 common stock purchase 
     warrants.
<F7> Includes shares issuable upon exercise of 136,200 common stock purchase 
     warrants.
</TABLE>

Escrow of Shares

      In accordance with the requirements of certain state securities 
administrators, certain of the Company's principal stockholders have agreed 
to place into escrow an aggregate of 700,000 shares (the "Escrow Shares") of 
the 875,000 shares of Common Stock held by them.  Under the escrow 
agreement, the Escrow Shares will be ratably released to the holders in 25% 
increments on the sixth, seventh, eighth and ninth anniversaries, 
respectively, of the date of this Prospectus.  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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Agreements with Thomas A. Lisi and Geronimo Leathers, Inc.

      Mr. Lisi and the Company are parties to a sales representative 
agreement (the "Representative Agreement") effective March 1, 1993 
appointing Mr. Lisi as special accounts director on a nationwide basis for 
the following types of accounts: (i) U.S. aircraft companies and defense 
industry contractors; (ii) domestic multi-level marketing organizations and 
premium gift and catalog services and (iii) domestic specialty leather 
stores.  Under this agreement, Mr. Lisi is entitled to commissions of 7% of 
the wholesale price of all units sold to accounts which were solicited and 
closed solely by his efforts, and 3.5% for sales to accounts closed with the 
assistance of other Company personnel.  In addition, until February 1995, 
the Company was a party to an agreement with Geronimo Leathers, Inc. 
("Geronimo"), a privately held Massachusetts corporation in which Mr. Lisi 
is a principal stockholder, pursuant to which the Company retained Geronimo 
as the Company's foreign manufacturing agent (the "Foreign Manufacturing 
Agreement").  Pursuant to the Foreign Manufacturing Agreement, Geronimo 
arranged to have samples of the Company's products produced abroad and 
obtained terms upon which some of the Company's products could be 
manufactured offshore.  In accordance with the Foreign Manufacturing 
Agreement, Geronimo earned aggregate fees of approximately $18,000 for the 
three year period ended February 28, 1995.

      In February 1995, the Representative Agreement between the Company and 
Mr. Lisi was amended to remove a royalty provision contained therein, and in 
consideration for the modification of the Representative Agreement, the 
Company issued to Mr. Lisi 25,000 shares of Common Stock and a non-qualified 
stock option under the Company's 1995 Stock Option Plan to purchase 12,500 
shares of Common Stock.  In connection with the amendment of the 
Representative Agreement, the Company and Mr. Lisi entered into a three year 
consulting agreement (the "Consulting Agreement") pursuant to which Mr. Lisi 
is required to devote not less than ten (10) hours per month to the Company 
and provide services with respect to product research and development, 
marketing and similar matters.  Pursuant to the Consulting Agreement, during 
fiscal 1997, is entitled to Mr. Lisi recieved consulting fees of $10,000 per 
annum,  payable monthly, plus accountable expenses.

      Also in February 1995, the Foreign Manufacturing Agreement between the 
Company and Geronimo was terminated and, in substitution therefor, the 
Company and Geronimo entered into a three year overseas agency agreement 
(the "Overseas Agency Agreement").  This agreement gives Geronimo the right 
to bid on substantially all future overseas production of the Company's 
products.  Unlike the Foreign Manufacturing Agreement, the Overseas Agency 
Agreement does not require any minimum retention payments by the Company if 
it does not pursue foreign manufacture of its products.

      See "EXECUTIVE COMPENSATION - Employment Agreements" for the 
description of an employment agreement consulting arrangement between the 
Company and Mr. Lisi.

      In 1993, another principal stockholder of Geronimo (not Mr. Lisi) 
purchased 12,500 shares of Common Stock from the Company for $25,000.

      The Company believes that the terms of these transactions were no less 
favorable to the Company than would have been obtained from transactions 
with non affiliated parties negotiated on an arms length basis.

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

Consulting Agreements

      Warrants to Messrs. Durkin and Lussier.  In connection with their 
agreement to provide financial consulting services to the Company for a 
three (3) year period commencing August 1996, the Company issued on August 
6, 1996 to each of Messrs. Joseph Lussier and William Durkin, warrants to 
purchase 232,824 shares of Common Stock expiring August 7, 2003, or a total 
of 465,648 shares.  The warrants are divided into two (2) classes, time 
warrants which contain vesting provisions based solely on the expiration of 
time, and performance warrants, containing vesting provisions based upon the 
price of the Company's Common Stock during various periods.  Messrs. Durkin 
and Lussier received 136,200 time warrants and 96,624 performance warrants 
each.  As of the date of this report, none of the performance warrants have 
vested, but a portion of such warrants may potentially vest, depending on 
satisfaction of the vesting conditions contained therein.  At the date 
hereof, an aggregate of 217,920 (or 108,960 per holder) of the time warrants 
have vested and are exercisable.  The exercise price of all of the warrants 
is $4.00 per share, subject to adjustment under certain circumstances.  
Messrs. Lussier and Durkin are affiliated with Merit Capital Associates, 
Inc., the underwriter of the Company's Public Offering.  In connection with 
the issuance of the warrants, the Company recorded an expense in its 
financial statements in accordance with FASB No. 123 in the amount of 
$60,000 for the fiscal year ended February 28, 1997.

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

Related Party Loans

      As disclosed in Note E to the financial statements, the Company has 
borrowed money from time to time from related parties.  At February 28, 
1997, the Company owed approximately $43,000 to Annette and Norman DeBaene, 
principal stockholders; $10,000 to a corporation controlled by Annette and 
Norman DeBaene, and approximately $15,000 to David N. DeBaene.  These loans 
are not interest bearing and will be repaid out of operating cashflow.

Legal Services

      A director of the Company, Gerard S. DiFiore, who is also a warrant 
holder, is a partner of the law firm that acts as general counsel to the 
Company.  This firm represented the Company in numerous matters including 
all general corporate and real estate matters, several private placements, 
several litigation matters and the Public Offering, including blue sky 
matters relating thereto.  The legal fees paid by the Company in connection 
with all the foregoing matters were approximately $39,000 and $220,000 for 
the years ended February 28, 1997 and 1996, respectively.

Conversion Agreements

      As of July 1, 1995, the Company entered into conversion agreements 
with certain holders of its various classes of outstanding indebtedness, 
including (i) its 10% Secured Convertible Notes due December 1, 1995 (the 
"Secured Notes"); (ii) its 12% Subordinated Notes due July 31, 1995 (the 
"Subordinated Notes"); and (iii) its 20% Demand Notes (the "Demand Notes").  
Pursuant to these conversion agreements, holders of an aggregate of $943,575 
principal amount of indebtedness agreed to convert their indebtedness, plus 
accrued interest through the date of conversion into shares of Common Stock.  
The conversion was effective February 28, 1996, the date of the first 
closing of the Public Offering, and an aggregate of 349,225 shares of Common 
Stock were issued.

                                   PART IV

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

      (a)  List of Exhibits
The exhibits that are filed with this report or that are incorporated herein 
by reference are set forth in the Exhibit Index appearing on page E-I 
hereof.

      (b)  Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of fiscal 1997.

                                 SIGNATURES

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

                                    JD AMERICAN WORKWEAR, INC.



Date:June 13, 1997                  By: /s/ David N. DeBaene
                                            David N. DeBaene, President

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

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

<S>                        <C>                                 <C>
/s/ David N. DeBaene       Chairman of the Board, President    June 13, 1997
    David N. DeBaene       and Chief Executive Officer
                           (Principal Executive Officer) 

/s/ Elizabeth Cotter       Executive Vice President and        June 13, 1997
    Elizabeth Cotter       Director

/s/ Anthony P. Santucci    Vice President and Chief            June 13, 1997
    Anthony P. Santucci    Financial Officer
                           (Principal Financial Officer) 

/s/ Gerard S. DiFiore      Assistant Secretary and Director    June 13, 1997
    Gerard S. DiFiore

/s/ Thomas A. Lisi         Director                            June 13, 1997
    Thomas A. Lisi

/s/ Dean M. Denuccio       Director                            June 13, 1997
    Dean M. Denuccio
</TABLE>


                                EXHIBIT INDEX

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

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

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           File No. 33-98486 
         October 27, 1995,

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

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

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

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

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

10.5     Employment Agreement with         As filed with the Registrants's        N/A
         Thomas L. Zambelli                Form SB-2 on October 27, 1995,
                                           File No. 33-98486

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

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

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

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

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

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

10.12    Agreement between the Registrant  As filed with the Registrants's        N/A
         and Geocel Corporation            Form SB-2 on October 27, 1995,
         dated May 9, 1995                 File No. 33-98486

10.13    Supply Agreement with Reed        As filed with the Registrants's        N/A
         Manufacturing Company, Inc.       Form SB-2 on October 27, 1995,
         dated October 3, 1995             File No. 33-98486

10.14    Supply Agreement with Mason       As filed with the Registrants's        N/A
         Shoe dated October 26, 1995       Form SB-2 on October 27, 1995,
                                           File No. 33-98486

23.1     Consent of Richard A. Eisner      As filed with the Registrants's        N/A
         & Company, LLP                    Form SB-2 on October 27, 1995,
                                           File No. 33-98486

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

Filed Herewith
27       Financial Data Schedule
</TABLE>