U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the quarterly period ended May 31, 2000

[ ] Transition report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the transition period from _____________ to _____________

                             Commission File Number
                                    33-98682


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

         Delaware                                           05-0460102
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

              46 Old Flat River Road, Coventry, Rhode Island 02816
                    (Address of Principal Executive Offices)

                                 (401) 397-6800
                (Issuer s Telephone Number, Including Area Code)

                                       N/A
                     (Former Name, Former Address and Former
                   Fiscal Year, if Changed Since Last Report)

     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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding  of each of the issuer s classes
 of common stock, as of the last practicable date.

     Common Stock,  $.002 par value per share,  2,984,178 shares  outstanding at
October 11, 2000.

            Transitional Small Business Disclosure Format (check one)

                                 Yes [ ] No [X]
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                             INDEX TO FORM 10-QSB/A


                                                                            PAGE
                                                                            ----
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Balance Sheet as of May 31, 2000                                    3

          Statements of Operations for the Three Months
          Ended May 31, 2000 and May 31, 1999                                 5

          Statements of Cash Flows for the Three Months
          Ended May 31, 2000 and May 31, 1999                                 6

          Notes to Financial Statements                                       7

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              9


PART 11. OTHER INFORMATION

     Item 1. Legal Proceedings                                               11

     Item 2. Changes in Securities                                           11

     Item 3. Defaults Upon Senior Securities                                 11

     Item 4. Submissions of Matters to a Vote of Security Holders            11

     Item 5. Other Information                                               11

     Item 6. Exhibits and Reports on Form 8-K                                11

                                       2
<PAGE>
                          PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                           JD AMERICAN WORKWEAR, INC.

                                  BALANCE SHEET
                                   (Unaudited)

                                                                    May 31, 2000
                                                                    ------------
ASSETS

Current assets:
 Cash and cash equivalents                                            $        0
 Accounts receivable, net of allowance $10,000                            16,638
 Inventory                                                               174,466
                                                                      ----------
        Total current assets                                             191,104

Property and equipment, net                                              202,821
Intangible assets, net                                                   167,466
Inventory, long-term                                                     744,774
Other assets, net                                                         30,642
                                                                      ----------

        Total assets                                                  $1,336,807
                                                                      ==========


                 See accompanying notes to financial statements

                                       3
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                            BALANCE SHEET (CONTINUED)
                                   (Unaudited)

                                                                    May 31, 2000
                                                                    ------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Current portion of long-term debt                                 $   244,228
  Accounts payable                                                      329,333
  Accrued expenses                                                      243,104
  Accrued interest                                                       70,251
  Short-term loans                                                      122,500
                                                                    -----------

        Total current liabilities                                     1,009,416
                                                                    -----------

Long-term debt, net of current portion                                  181,047
                                                                    -----------
Mandatory redeemable  preferred  stock,  Series B,
 cumulative and convertible, authorized 3,950 shares,
 $.001 par value, 2,993 shares issued and outstanding,
 redemption amount $3,209,240                                         2,050,107
                                                                    -----------
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, Series A, cumulative and convertible,
   authorized 1,000,000 shares, $.001 par value, 116 shares
   issued and outstanding, liquidating preference $369,750
  Common stock, authorized 7,500,000 shares, $.002 par value,
   2,977,802 shares issued and outstanding                                5,956
  Additional paid-in capital                                          7,170,680
  Stock receivable                                                     (577,869)
  Accumulated deficit                                                (8,502,530)
                                                                    -----------

        Total stockholders' equity (deficit)                         (1,903,763)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                $ 1,336,807
                                                                    ===========

                 See accompanying notes to financial statements

                                       4
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  For the Three Months Ended
                                                                -------------------------------
                                                                May 31, 2000      May 31, 1999*
                                                                ------------      -------------
<S>                                                             <C>                <C>
Net sales                                                       $    26,873        $   105,465
Cost of goods sold                                                    7,025             80,422
                                                                -----------        -----------

Gross profit                                                         19,848             25,043
                                                                -----------        -----------
Selling, general and administrative expenses:
  Payroll and payroll taxes                                          75,000            151,632
  Selling expenses                                                       --             10,666
  Consulting expenses                                                89,359             44,014
  Contract labor                                                     30,783              7,317
  Depreciation and amortization                                      12,681              9,351
  Employee benefits                                                      --             14,805
  Freight and delivery                                                4,082             29,560
  Professional fees                                                   9,272             11,781
  Rent                                                                4,820              1,370
  Supplies                                                              639              3,717
  Telephone                                                           2,763              4,743
  Travel and entertainment                                            7,180             14,755
  Other                                                              10,251             18,836
                                                                -----------        -----------

       Total selling, general and administrative expenses           246,830            322,547
                                                                -----------        -----------

       Loss from operations                                        (226,982)          (297,504)

Interest expense                                                    (12,548)            (2,820)
                                                                -----------        -----------

Net loss                                                           (239,530)          (300,324)

Accretion of discount and dividends on mandatory
 redeemable preferred stock                                        (143,803)          (132,483)
                                                                -----------        -----------

Net loss to common shareholders                                 $  (383,333)       $  (432,807)
                                                                ===========        ===========
Net loss per common share, basic and diluted                    $      (.14)       $      (.19)
                                                                ===========        ===========

Weighted average number of common shares outstanding              2,815,910          2,254,773
                                                                ===========        ===========
</TABLE>

* As Restated

                 See accompanying notes to financial statements

                                       5
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                  For the Three Months Ended
                                                                -------------------------------
                                                                May 31, 2000      May 31, 1999*
                                                                ------------      -------------
<S>                                                             <C>                <C>
Cash flows from operating activities:
  Net loss                                                       $(239,530)         $(300,324)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                                    12,681              9,351
   Change in operating assets and liabilities:
   Accounts receivable                                              32,218            283,675
   Inventories                                                       6,604           (134,055)
   Prepaid expenses                                                 78,879                 --
   Other assets                                                    (25,622)            60,933
   Accounts payable and accrued expenses                            62,841            (57,148)
                                                                 ---------          ---------

       Net cash used in operating activities                       (71,929)          (137,568)
                                                                 ---------          ---------
Cash flows from investing activities:
   Capital expenditures                                                 --             (4,074)
                                                                 ---------          ---------

       Net cash used in investing activities                            --             (4,074)
                                                                 ---------          ---------
Cash flows from financing activities:
   Proceeds from notes payable and long-term debt                   38,645                 --
   Repayments on notes payable and long-term debt                   (6,239)           (13,170)
   Exercise of warrants and stock options                           28,000                 --
                                                                 ---------          ---------

       Net cash provided by (used in) financing activities          60,406            (13,170)
                                                                 ---------          ---------

Net decrease in cash                                               (11,523)          (154,812)
Cash and cash equivalents, beginning of period                      11,523            174,472
                                                                 ---------          ---------
Cash and cash equivalents, end of period                         $       0          $  19,660
                                                                 =========          =========
</TABLE>

* As Restated

                 See accompanying notes to financial statements

                                       6
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                          Notes to Financial Statements
                                   (Unaudited)
                                  May 31, 2000


NOTE 1: THE COMPANY

        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  is   primarily   engaged   in  the   business   of   designing,
        manufacturing,  marketing and selling commercial and industrial workwear
        products.

NOTE 2: GOING CONCERN

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

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

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

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

                                       7
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                          Notes to Financial Statements
                                   (Unaudited)
                                  May 31, 2000


NOTE 3: BASIS OF PRESENTATION

        The interim  financial  statements are prepared in pursuant to the rules
        and regulations of the Securities and Exchange  Commission.  The interim
        financial  information  included  herein  is  unaudited;  however,  such
        information  reflects  all  adjustments  (consisting  solely  of  normal
        recurring adjustments) that are, in the opinion of management, necessary
        to a fair presentation of the Company's financial  position,  results of
        operations  and cash flows for the  interim  periods.  The  accompanying
        financial  statements do not contain all of the disclosures  required by
        generally  accepted   accounting   principles  and  should  be  read  in
        conjunction with the financial  statements and related notes included in
        the  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
        February 29, 2000.  The results of  operations  for the interim  periods
        shown in this  report are not  necessarily  indicative  of results to be
        expected for the fiscal year ending February 28, 2001.

NOTE 4: RESTATEMENT OF PRIOR PERIOD

        The income statement  presented for the three month period ended May 31,
        1999 has been  restated to record  accretion and dividends in the amount
        of  $132,483  ($.06  net loss  per  common  share)  in  accordance  with
        generally accepted accounting principles and the Securities and Exchange
        Commission's   guidelines  for   accounting  for  mandatory   redeemable
        preferred stock.

NOTE 5: SUBSEQUENT EVENTS

        Acquisitions

        The  Company  completed  the  acquisition  of  Rhode  Island  Truck  and
        Equipment  Corporation on June 10, 2000.  The stock  purchase  agreement
        requires JD American Workwear, Inc. to pay one share of common stock for
        each dollar of appraised value of the assets. The value of the assets is
        estimated  at  approximately  $145,000,   pending  the  results  of  the
        appraisal. Rhode Island Truck and Equipment Corporation sells commercial
        trucks,  construction  equipment  and tools,  and  provides  hauling and
        paving recycling services.

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

                                       8
<PAGE>
                           JD AMERICAN WORKWEAR, INC.

                          Notes to Financial Statements
                                   (Unaudited)
                                  May 31, 2000

NOTE 5: SUBSEQUENT EVENTS

        Acquisitions (Continued)

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

        Tax Sale and Foreclosure of Property

        On June 29, 2000, the building  housing the  headquarters of the Company
        at 46 Old  Flat  River  Road,  Coventry,  Rhode  Island  was sold to the
        current  mortgage  holder in a tax sale.  The  Company  may  redeem  the
        building  by paying  approximately  $4,200  for the  taxes and  required
        interest  prior to six months from the date of the sale. In August 2000,
        the Company was notified of the intention of the mortgage  holder on the
        corporate  headquarters  to begin  foreclosure  proceedings  unless  the
        arrearage of approximately $26,000 is paid.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

     This  report  contains  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.  Actual  results  could  differ  materially  from  those
projected in the forward-looking  statements as a result of the risk factors set
forth in this  report,  the  Company's  Annual  Report on Form  10-KSB and other
reports and documents  that the Company files with the  Securities  and Exchange
Commission.

RESULTS OF OPERATIONS

     Since its  inception,  the  Company  has been  involved  in the  design and
development  of its products,  the  development  of its  relationships  with its
suppliers  and  manufacturing  contractors  and the  marketing  of its  products
through various distribution  channels.  First commercial shipments of JD Safety
Work Jeans were made in September 1992. First  commercial  shipments of an early
version  of JD  Safety  Uniform  Pants  were made  during  1994.  Following  the
Company's  initial public  offering in January 1995,  the Company  significantly
increased its  expenditures for inventory,  salaries,  advertising and marketing
expenditures and other costs to increase its level of production. 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.

                                       9
<PAGE>
     The business has been negatively impacted by the lack of marketing capital,
which has severally  limited new customer  generation and therefore  reduced our
sales levels  dramatically.  To rectify this problem the Company is  negotiating
with various  companies to license our patents and pay the Company a royalty for
each pair  shipped.  The Company  intends to market its  products  to  catalogs,
wholesalers  and to consumers via mailings of  promotional  material and via the
Company's  internet  site with the  product  being  shipped  from the  licensees
manufacturing  facilities.  The Company has substantial inventory on hand at May
31,  2000 and intends to market  this  inventory  to  wholesalers  and  discount
outlets to reduce the overstock.

     For the reasons  stated  above,  the Company  believes  that its results of
operations for the three months ended May 31, 2000 and 1999 are not  necessarily
indicative of the Company's future results of operations.

THREE MONTHS ENDED MAY 31, 2000 COMPARED TO THREE MONTHS ENDED MAY 31, 1999.

     Net sales for the three months ended May 31, 2000  decreased  approximately
74.3% to $26,873 from  $105,465  for the three  months  ended May 31, 1999.  The
decrease is primarily  attributable to a decrease in unit volume  resulting from
reduced  purchases  by its  major  customers.  Cost of goods  sold for the three
months ended May 31, 2000 was $7,025  compared to $80,422,  a decrease of 91.2%,
for the three months ended May 31, 1999. Gross margin for the three months ended
May 31, 2000 was $19,848  compared to $25,043 for the three months ended May 31,
1999. The decrease in gross profit of 20.7% is primarily due to the reduction in
unit sales.  The gross profit  margin was 68% for the three months ended May 31,
2000 and 23% for the three months ended May 31, 1999.

     Operating expenses decreased to $246,830 for the three months ended May 31,
2000  from  $322,547  for the three  months  ended May 31,  1999.  Cost  cutting
measures were  implemented  resulting in an  approximate  decrease of $62,000 in
payroll costs and $10,000 each, in travel and selling related costs.

     The net loss to common shareholders for the three months ended May 31, 2000
was  $383,333  ($.14  per  common  share)  compared  to a  net  loss  to  common
shareholders  of $432,807  ($.19 per common share),  as restated,  for the three
months  ended  May 31,  1999.  The  decrease  is  directly  attributable  to the
reduction of operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash used in  operating  activities  was $71,929  for the three  months
ended May 31, 2000 compared to net cash used in operating activities of $137,568
for  the  three  months  ended  May  31,  1999.  Accounts  receivable  decreased
approximately  65.9% to $16,638  from  February  29,  2000 to May 31,  2000 as a
result of reduced sales.  Inventory decreased  approximately 1% during the first
three months of fiscal 2001.

     The Company made no capital expenditures for the three months ended May 31,
2000, compared to $4,074 for the three months ended May 31, 1999.

     Cash flow from  operations,  short-term loans and cash from the exercise of
warrants and options  provided the working capital needs and principal  payments
on long-term  debt through the three  months ended May 31, 2000.  The  Company's
inability to timely pay vendors and service providers as a result of a cash flow

                                       10
<PAGE>
shortage has adversely affected the Company's  operations.  The Company requires
additional financing to provide for working capital needs and principle payments
on debt. The Company has experienced substantial losses since inception,  and at
May 31, 2000 had an accumulated deficit of $8,502,530.  The Company has not been
able to pay all of its obligations as they have become due, and expects to incur
additional losses before it achieves profitable operations. The Company has been
actively seeking debt and equity financing;  however,  there can be no assurance
that financing will be available to the Company on acceptable terms, if at all.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     N/A

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     N/A

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     The mortgage note on the company  offices located at 46 Old Flat River Rd.,
Coventry,  RI is in  default.  The last  payment  was made in May,  2000 for the
period of February 1, 2000 plus the accrued  interest  through May,  2000. As of
the date of this  report  the  principal  payments  are six  months  in  arrears
totaling  $15,686.47  with  interest  accrued and due on this note of  $5,704.78
through November 1, 2000.

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

     N/A

ITEM 5. OTHER INFORMATION

     N/A

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     27 Financial Data Schedule

                                       11
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        JD AMERICAN WORKWEAR, INC.


Date: November 7, 2000                  By: /s/ David N. DeBaene
                                           ------------------------------
                                           David N. DeBaene, President
                                           (Principal Executive Officer)

                                           /s/ Norman J. Birmingham
                                           ------------------------------
                                           Norman J. Birmingham
                                           (Chief Financial Officer)

                                       12